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B & A Packaging India Ltd.

BSE: 523186 Sector: Industrials
NSE: N.A. ISIN Code: INE00FM01013
BSE 00:00 | 05 Aug 199.00 -5.10
(-2.50%)
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194.35

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NSE 05:30 | 01 Jan B & A Packaging India Ltd
OPEN 194.35
PREVIOUS CLOSE 204.10
VOLUME 333
52-Week high 355.40
52-Week low 152.00
P/E 10.82
Mkt Cap.(Rs cr) 99
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 194.35
CLOSE 204.10
VOLUME 333
52-Week high 355.40
52-Week low 152.00
P/E 10.82
Mkt Cap.(Rs cr) 99
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

B & A Packaging India Ltd. (BAPACKAGING) - Director Report

Company director report

#MDStart#

Management Discussion and Analysis

Dear Members

Your Directors have pleasure in presenting the Thirty-fifth AnnualReport of B & A Packaging India Ltd (hereinafter referred to as the 'Company')together with the audited financial statements of the company for the year ended 31stMarch 2021.

FINANCIAL RESULTS

The financial results of the company are summarized below:

(in Rs. Lac)

Particulars Year ended March 312021 Year ended March 312020
Revenue from Operations 9691.30 7569.91
Other Income 194.91 62.53
Total Income 9886.21 7632.44
Total Expenditure after adjustment of increase/decrease of stocks 8020.26 6395.41
Profit from operations before Depreciation Finance Cost and Tax 1865.95 123703
Depreciation 125.88 129.55
Finance Cost 130.70 133.80
Profit before Tax 1609.37 973.28
Provision for Tax
Current Tax 538.00 271.00
Deferred Tax 19.75 (50.61)
Profit for the year 1051.62 752.89

Net sales for the year under review is higher by Rs. 2121.39 lac overprevious year. Profit after tax was higher by Rs. 298.73 lac over previous year. TheEarnings per Share (EPS) for the year stood at Rs. 21.20 which is also higher thanprevious year's level by Rs. 6.02.

PERFORMANCE AND OPERATIONS

Your Company manufactures quality paper sacks and flexible laminates inits two manufacturing divisions located at Balasore Odisha. The sacks division issuccessfully serving the packaging needs of sectors like tea food agricultural productspesticides industrial products etc. The flexible laminates division has made its niche inthe sectors like fresh and frozen foods beverages pharmaceuticals snacks andconfectioneries dairy products to name a few. Over the years the company has continuedresearch work and use of modern technology to improve the quality of its products to meetconsumer's requirements. As a result it has established itself as a premium manufacturerof quality sacks and flexible laminates. The Company has sustained its growth in thehighly competitive market by offering end-to-end solutions across paper and flexiblepackaging spectrum. It has rejigged its product portfolio to cater the needs acrossvarious industries. The Company has taken a series of modernization programme in itsplants which has led to superior product offerings by value added product differentiation.It has also strengthened its distribution channels to execute higher quantum of ordersensuring lead time deliveries across India.

The Company has been accredited with British Retail Consortium (BRC:lop) which is acknowledged as a global benchmark for food safety for its facilities atBalasore factory besides ISO accreditations. The Company is enlisted as a 'medium sectorenterprise' in terms of memorandum issued by Ministry of Micro Small and MediumEnterprises Government of India.

Paper Sacks

The paper sacks division recorded gross sales of Rs. 5910.94 lac(previous year Rs.5102.49 lac) and a profit of Rs. 1205.47 lac (previous year Rs. 830.36lac) during the financial year ended 31st March 2021 as both are higher than the previousfinancial year. The improved turnover and profitability of the company in this segment wasachieved by exploring new geographical markets.

Flexible Laminates

The flexible laminates division recorded gross sales of Rs. 3780.36 lac(previous year Rs. 2467.42 lac) and a profit of Rs. 528.95 lac (previous year Rs. 273.02lac) during the financial year ended 31st March 2021. The significant increase in theturnover and profitability is due to surge in the demand from food sector particularly inthe milk confectionary and some other consumer durable products.

During the year under review your company was able to maintain overallgrowth in terms of sales and profitability despite major slowdown in the economy caused byPandemic entry of foreign multinationals in the Indian market fierce competition fromthe domestic manufacturers price fluctuations in imported papers and increases in wagesand other input costs.

Finance

Rigid control was kept over the finances of your company throughjudicious working capital management and operational efficiencies. Your company focused oncontrolling borrowings and utilized internal accruals arising out of better cash flows.The Company met its financial commitments in servicing its debt and repayment thereof intimely manner.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Packaging plays a pivotal role in consumers' experience with respect tothe brand and the overall purchasing experience. There are four major functions ofpackaging-containment protection communication and utility-that are intended to maximizesales and profits while reducing losses and wastage; and all of them are critical forenhancing consumer experience. Industry reports suggest that Indian Packaging sector isregistering a CAGR of 18% during the period of 2016-2021. With steady growth over the pastyears even after COVID-19 challenge the Industry is showing firm potential for expansionincluding in the export market. The rapid growth of the market is primarily driven by thepharmaceuticals and food and beverage industries. Huge investments in the food processingpersonal care and pharmaceuticals end-user industries are creating rapid scope forexpansion of the packaging market. This has open possibilities of new entrants which wouldenhance competition. New jobs are being created in this fast growing sector. In order tofurther maximize the potential of the packaging sector in India the Government has beenvery proactive.

According to the Indian Institute of Packaging (IIP) packagingconsumption in India increased 200% in the past decade from 4.3 kgs per person per annum(PPPA) to 8.6 kgs PPPA. Owing to the rising population increasing income levels changinglifestyles increased media penetration and growing economy the demand for packagingmaterials is growing. The rise of the Indian middle class rapid expansion of organizedretail growth of exports and India's rising e-commerce sector are further facilitatinggrowth.India has been witnessing a surge in its e- commerce sector over the last 5-6years. Amid the e-commerce surge the Indian packaging industry is witnessing steep growthand is one of the strongest growing segments.

COMPANY OUTLOOK AND PROSPECTS

Your Company has progressed in years by engaging technical ability andinnovative skills to engineer packaging solutions which has resulted increase in itsmarket share. The Company's works houses fully automated machines. Further the Board ofDirectors of the Company (henceforth 'the Board) leads a team of highly technical andself-motivated professionals. The Company's works also houses well-equipped laboratorieswith modern and computerized equipment which are continuously engaged in upgrading theproducts to cater to the needs of the market. As the packaging industry is increasinglybecoming technology oriented with innovations driving the market the efforts of thecompany has been directed towards increasing shelf life and reducing cost of its products.The Company directs all its efforts to benchmark its products to global standards. Itstechnical team makes continuous endeavors to adhere to the changing demands of thecustomers and to satisfy their expectations in a timely cost-effective and value-addedmanner. As a result the Company could achieve phenomenal growth in its performance whichis evident from the following tables

The growth trends are expected to continue in future; increasing marketin the organised retail being the key factor for the sustainable growth.

The Company has undertaken several modernization programs in its worksin the past few years. However its long-term plan to further upgrade its works is delayeddue to logistics challenges caused by the Pandemic situation.

OPPORTUNITIES RISKS AND CONCERNS

Opportunities

The per capita packaging consumption in India in terms of volume issignificantly lower at 8.6 kg compared to 109 kg in US and 45 kg in Europe followed by 42kg in China. Low consumption level indicates the untapped potential in this sector.

The Indian Packaging industry with its present market at US$ 72.6billion (2020) is becoming a preferred hub for global packaging solutions and it is the5th largest sector in India's economy. Cost of processing and packaging in India are muchless compared to other parts of Asia and Europe which combined with India's skilled humanresources make it an attractive destination for investment.

With a growth rate of 18% CAGR during 2016-21 this sector is showingexpansion even after facing COVD 19 challenge with rapid growth in the export market.Increasing global trade and India's commitment in WTO by rationalizing tariff and loweringtrade barriers have given rise to higher international trade in packaging sector. Theshare of export packaging was US$ 843.80 million in 201819 witnessing a growth of 14.12 %from the estimated value of US$ 737.40 million previous year. The growth in export isaugmented in the sectors like plastic film laminates craft paper and paper board.

Indigenously the fastest growing packaging segments are laminates andflexible packaging. Consumer preference for the use of convenient packaging and packagedin affordable quantities in laminates is also the main reason that have contributed to thegrowth of flexible packaging in India. Further ease of printing has made flexiblepackaging a tool for branding and display of retail goods. Over the last few years IndianPackaging industry has transformed itself as an important sector driving technology andinnovation growth in the Country and adding value to the various manufacturing sectorsincluding agriculture and FMGG.

Challenges Risks and Concerns

The packaging sector faces rapid technological changes to cater theneed of consumer goods companies who are constantly lookout for ways to improve andaddress the demands of its consumers. There will be demand for 3S packaging which mainlycovers safety security and sustainability of packaging. The packaging sector need tofocus on developing active packaging specially antivirus packaging in future no touchpackaging intelligent packaging to track and trace product during the supply chain. Allthese technological improvements would demand huge capital investments.

Paper plastic resins films paperboard and adhesives are some ofthe common raw materials used by packaging companies. In recent times these commoditieshave witnessed a steep rise in their prices both in indigenous market as well as importfront.

After the outbreak of Pandemic due to Novel Coronavirus the mostdeveloped countries are either burning waste paper or using it for landfill to avoid virusspread. This has resulted in huge shortage of raw material for Indian paper mills.

Further China being persistently the top import source (25.5% of grossimports) for packaging material for India followed by USA Germany and Italy the Indianpackaging sector is much dependent on import specially in the paper based high qualitypackaging.

Finally with upward demand in the market viable growth could beachieved by deploying trained packaging professionals by creating sustainable jobopportunities at entry level.

Impact of COVID 19

The packaging sector has been traditionally a consumer-driven industryThe COVID-19 outbreak has resulted a major slowdown in the consumer spending in the shortrun. There is an imminent threat of loss of employment both in the formal and informalsector. Consumers are likely to curtail discretionary spending in the short run whichshall lead to lower investments and reduced growth. However once the threat of Pandemicrecedes and economic activities returns to normalcy the situation is expected tonormalize. The Government has taken a number of steps to revive the economic growth. Thesefactors coupled the fundamental strength of the economy will boost consumption to itspotential both in rural and urban markets. Hence the outlook for the packaging sectorappears quite robust over the coming years.

RISK MANAGEMENT

Your Directors have formulated Risk Management Policy and appointed aRisk Cell comprising of executives from senior management team. All potential and materialrisks faced by the company with regards to its packaging business are identified andassessed on continuous basis by the Risk Cell. For each area of the risks identifiednecessary controls are exercised and procedures are put in place for monitoringmitigating all such risks and reporting the same to Audit Committee on periodic basis. TheRisk Management Policy and the constitution of risk cell are available in the company'swebsite at https://www.bampl.com/policy.html.

Outbreak of COVID 19 has put unprecedented challenge before the riskstructure of the companies across the globe in the key compliance areas like corporategovernance statutory compliances and disclosures workplace health and safety employmentand continuity data privacy supply chain and working capital. The pandemic is causinghuge loss of business due to trade restrictions additional cost of operations due tounproductive employment maintaining workplace health and safety and additional dataprivacy and security. The crisis has forced the organizations to converse risks in newdirections because of the worst case scenario which no one could ever predict but actuallyhappened.

During first wave of the pandemic the company has responded to thecrisis by developing rapid action plans to potential worst case scenarios. So whether it'sa supply chain or cyber or financial event scenario planning was developed to createresponse plans with remote cross functional teams that eventually helped the management torespond to the crisis.

Your Directors feel that with the second wave of COVID-19 in heelscreating response plans for critical areas to be affected and to do dry runs with crossfunctional teams would be ideal risk management during pandemic.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Details of significant changes in key financial ratios as on 31st March2021 compared to previous financial year are enclosed as Annexure - A.

DIVIDEND

The Board has not recommended any dividend out of the profits for thefinancial year ended 31st March 2021.

FIXED DEPOSIT

The Company had no outstanding deposit as on 31st March 2021.

TRANSFER TO RESERVES

The Board does not propose any amount to be transferred to any reserve.

DIRECTORS

As on 31st March 2021 the Directorate of the company consists of fivedirectors three of them are independent. Mrs. Anuradha Farley has been appointed Chairmanof the Board. The composition of the directorate is in conformity with the provisions ofthe Companies Act' 2013 (hereinafter the Act') allied rules and regulations and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 [hereinafter SEBI (LODR)]. The particulars of the directorate and the key managerialpersonnel are given under Part I of the Corporate Governance Report which forms part ofthis Annual Report.

By virtue of section 152 of the Act' Mrs. Anuradha Farley Directorretires by rotation at the forthcoming Annual General Meeting (AGM) and being eligibleoffers herself for re-appointment.

During the year under review The Board of Directors of the Companyappointed Mr. Somnath Chatterjee (erstwhile Whole Time Director) as Managing Director ofthe company with effect from 12th November 2020 for a period of 3 (three) years. The termsand conditions of appointment of Mr. Chatterjee including remuneration payable to him aresubject to the approval of the Members in the ensuing Annual General Meeting.

A brief resume expertise and shareholding in your company togetherwith details of other directorships of Mrs. Anuradha Farley and Mr. Somnath Chatterjee aregiven in the Corporate Governance Section of the Annual Report.

None of the Directors on the Board as on 31st March 2021 has beendebarred or disqualified from being appointed or continuing as Directors by Ministry ofCorporate Affairs Government of India or Securities and Exchange Board of India or anysuch Statutory Authority of India. A certificate in this regard from a Practicing CompanySecretary is enclosed as Annexure - B and forms part of this report.

KEY MANAGERIAL PERSONNEL

Mr. Somnath Chatterjee Managing Director Mr. D. Chowdhury CompanySecretary and Mr. G. Mukhopadhyay Chief Financial Officer hold the position of keymanagerial personnel in terms of section 203 of the Act'.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the companycertifying their independency in terms of section 149(6) of the Act and the same wereplaced and noted by the directors present in the meeting of the Board held on 25th June2021.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

In terms of section 134 (3) of the Act' read with SEBI (LODR) thecompany had laid down the criteria for reviewing the performance of its Board ofDirectors Committees of the Board and individual Directors. The evaluation process ofDirectors inter alia considers attendance of the Directors at Board and Committeemeetings acquaintance with business communicating inter se board members effectiveparticipation in meetings domain knowledge and compliance with code of conduct visionand strategy.

The evaluation process and criteria for evaluating the performance ofthe Directors are available in detail in the website of the company at the followingweb-link http://www.bampl.com/policy/nomination- remuneration-policy.pdf.

The Board evaluated its own annual performance including that of itsCommittees in the meeting of the Board of Directors held on 25th June 2021. The Board inthe same meeting evaluated performance of the individual Directors on the basis ofrecommendations made by the respective Committees.

MEETINGS OF THE BOARD OF DIRECTORS

The particulars of the meetings of the Board of Directors held duringthe financial year ended 31st March 2021 have been furnished under para (ii) of section Iof the Corporate Governance Report forming part of the Annual Report.

MEETING OF THE INDEPENDENT DIRECTORS

In terms of section 149 of the Act' read with schedule IV of the Act'a separate meeting of the Independent Directors of the Company was held on 10th February2021.

COMMITTEES OF BOARD

The Board had constituted 'Audit Committee' 'Nomination andRemuneration Committee' Share Transfer Committee and 'Stakeholders RelationshipCommittee' of Directors in terms of respective provisions of the Act' and SEBI (LODR). TheBoard in its meeting held on 25th June 2021 dissolved 'Corporate Social ResponsibilityCommittee' with effect from conclusion of the said meeting.

The constitution terms of references and policies of these committeeshave been discussed in detail in the Corporate Governance section of the Annual Report.There were no instances where the Board did not accept the recommendations of the AuditCommittee.

NOMINATION AND REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Board of Directors in compliance with the provisions of section 178(3) of the Act on recommendation made by the Nomination and Remuneration Committee ofDirectors formulated the Nomination and Remuneration Policy of the company. The saidpolicy is available at the website of the company at the following web-linkhttps://barooahs.com/policies/remuneration-policy.pdf.

The information required pursuant to section 197 of the Act' read withrule 5 of the Companies (Appointment & Remuneration) Rules 2014 in respect ofemployees of the company will be provided upon request. In terms of section 136 of theAct' the Directors report and financial statements are being sent to Members and othersexcluding the information on employee's particulars which are available on electronicinspection by the Members of the company upto the date of the AGM. Any Member interestedobtaining a copy may write to the company. Further we confirm that there was no employeeemployed throughout the financial year or part thereof who was in aggregate is in excessof that drawn by the Managing Director of the company and holds himself or alongwith hisspouse and dependent children not less than two percent of the equity shares in thecompany.

Disclosure in terms of section 197 of the Act' read with rule 5(1) ofthe Companies (Appointment & Remuneration) Rules 2014 regarding remuneration paid toDirectors and Key Managerial Personnel for the financial year ended 31st March 2021 isgiven para 2(f) of Section II in the Corporate Governance Section of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act' your Directors statethat:

a. In the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. They had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31st March 2021and of the profit of the company for the financial year ended 31st March 2021;

c. They had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d. They had prepared the annual accounts on a going concern basis;

e. They had laid down internal financial controls to be followed by theCompany and that such internal financial controls were adequate and were operatingeffectively.

f. They had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The internal financial controls are adequate andare operating effectively so as to ensure orderly and efficient conduct of the businessoperations. The Statutory Auditors have also given an unmodified opinion on the internalfinancial controls on the financial reporting process in their report.

MAINTENANCE OF COST RECORDS

During the year under review the Company has maintained adequate costaccounts and records as specified under Section 148(1) of the Act' with respect toflexible packaging business .

STATUTORY AUDITORS

M/s. Ghosal Basu & Ray Chartered Accountants Kolkata (FRN315080E) were appointed as Statutory Auditors of the Company for a term of five years inthe Annual General Meeting held on 7th September 2017.

The report given by the Statutory Auditors on the financial statementsof the company for the financial year ended 31st March 2021 forms part of the AnnualReport. There was no qualification reservation adverse remark or disclaimer in thereport.

SECRETARIAL AUDITORS

Pursuant to section 204 of the Act' and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of SEBI (LoDr)the Secretarial Audit of the Company for the financial year 2020-21 was conducted by M/s.T Chatterjee & Associates Company Secretaries (FRN P2007WB067100). The SecretarialAudit Report is attached with the Board' Report as Annexure - C. There was noqualification reservation adverse remark or disclaimer in the report.

Necessary clarification to the observations made by the SecretarialAuditors in their report has been furnished in clause (c) Section V the CorporateGovernance Report which is the part of the Director's report.

None of the Auditors of the Company has reported any fraud as specifiedunder the second proviso of Section 143 (12) of the Act.

COMPLIANCE WITH CORPORATE GOVERNANCE NORMS

In terms of SEBI (LODR) a certificate from a Practicing CompanySecretary on compliance of Corporate Governance Norms is attached with the Directorsreport as Annexure-D and forms part of Annual Report.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

A Policy on related party has been devised by the Board of Directorswhich is in conformity with regulation 23 of SEBI (LODR) for determining the materialityof transactions with related parties and strategy for dealing with the same. The saidpolicy is available at the website of the company at the following web-link

http://www.bampl.com/policy/policy-on-related-party-transactions.pdf.

In terms of section 134 of the Act' read with rule 8(2) of theCompanies (Accounts) Rules 2014 particulars of contracts/ arrangements entered into by thecompany during the year under review in Form AOC- 2 is attached as Annexure-E and formspart of the Director's Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Policy formulated by thecompany and amended from time to time is available at the website of the company athttp://www.bampl.com/policy.html. The policy encompasses the philosophy of the company fordelineating its responsibility as a corporate citizen and lays down the guideline andmechanism for undertaking socially useful programs for welfare of the community at largeand for under privileged community in the area of its operation in particular.

In terms of Companies (Amendment) Act' 2020 which stipulates that wherethe amount of fund that needs to be spent by a company in its CSR activities in anyfinancial year does not exceed Rs. 50 lac; the requirement for constitution of the CSRCommittee shall not be applicable and functions of such Committee shall in such cases bedischarged by the Board of the said Company the Board in its meeting held on 25th June2021 dissolved 'Corporate Social Responsibility Committee' with effect from conclusion ofthe said meeting. Henceforth all functions of the CSR Committee as provided under section135 of the Act will be discharged by the Board.

The constitution of the erstwhile CSR Committee and particulars ofmeetings of the Committee held during the year are disclosed in the Corporate Governancesection of the Annual Report.

The Annual Report on CSR activities as prescribed under rule 9 of theCompanies (Accounts) Rules 2014 read with rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is attached as Annexure - F and forms part of theDirector's Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

The information relating to conservation of energy technologyabsorption and foreign exchange earnings and outgo as envisaged in section 134 (3) of theAct' read with Companies (Accounts) Rules 2014 is attached as Annexure - G and forms partof this report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of Act' read with rule 12 (1) of theCompanies (Management and Administration) Rules 2014 extract of Annual Return of thecompany for the financial year ended 31st March 2021 is attached with Board's Report asAnnexure - H.

Annual Return of the Company for the financial year ended 31st March2020 is available at the website of the company at the following web-linkhttps://www.bampl.com/annual-return/forms-MGT- 7-for-the-financial-year-2019-20.pdf.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of section 177 (10) of the Act' read with regulation 22 of theSEBI (LoDR) your Directors have adopted a Vigil Mechanism/Whistle Blower Policy to reportand deal with genuine concern raised by a whistle blower. The said policy has been postedon the website of the company and is available athttp://www.bampl.com/policy/vigil-mechanism.pdf. During the year under review no complainthas been reported under the policy.

MATERIAL CHANGES AND COMMITMENTS

The Company is in a comfortable liquidity position due to adequatebanking limits in place. The strong Balance Sheet of the company is expected to be a keydifferentiator in the market place. Even before COVID-19 the company embarked uponinitiatives to bring down costs and conserve cash and the company is expected to getbenefits as a consequence of these initiatives in future. Although the operating Cash Flowwas temporarily affected during the lockdown period with lifting of the lockdown normalcyhas returned. The Company doesn't see incremental risk of recoverability of Assets(inventory receivable etc.) taking into account the measures being taken to mitigate therisk. There is also no impact on internal financial controls due to the COVID-19situation. The Company is well positioned to fulfill its obligation and also does notforesee any significant impact on the business due to nonfulfillment of the obligations byany party in the future.

However any further trade restrictions imposed by the Government tocurb the Pandemic will hamper the normal cycle of operations which might affect theoperating cash flows impact of which is hard to predict at this stage.

There were no material changes and commitments affecting the financialposition of the company between the end of the financial year i.e. 31st March 2021 andthe date of this report.

EMPLOYEE RELATIONS

The Company employed around 141 individuals as permanent employeesacross its factory and offices who share a passion for excellence. The key attributes thatexcelled their performance are knowledge base expertise and experience. The EmployeeRelations remained harmonious throughout the year and your Directors wishes to conveytheir gratitude and place on record their appreciation for all executives staff andworkers at all levels for their hard work solidarity cooperation and dedication duringthe year.

OTHER DISCLOSURES

Your Directors state that during the year under review:

a. The Company complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board and General Meetings.

b. The Company made no scheme or provision of money for the purchase ofits own shares by employees/ Directors or by trustees for the benefit ofemployees/Directors.

c. The Company did not give any loan or provided any guarantee or madeany investments which were covered under section 186 of the Act'.

d. The Company did not issue any equity shares with differential rightsas to dividend voting or otherwise; and

e. There was no change in the share capital or nature of business ofthe Company.

f. There were no significant or material orders passed by theRegulators or Courts or Tribunals which would have impacted the going concern status ofthe company's business.

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