B&B Triplewall Containers Ltd.
|BSE: 535120||Sector: Industrials|
|NSE: BBTCL||ISIN Code: INE01EE01011|
|BSE 05:30 | 01 Jan||B&B Triplewall Containers Ltd|
|NSE 05:30 | 01 Jan||B&B Triplewall Containers Ltd|
|BSE: 535120||Sector: Industrials|
|NSE: BBTCL||ISIN Code: INE01EE01011|
|BSE 05:30 | 01 Jan||B&B Triplewall Containers Ltd|
|NSE 05:30 | 01 Jan||B&B Triplewall Containers Ltd|
B&B TRIPLEWALL CONTAINERS LIMITED
(Formerly known as B&B Triplewall Containers Private Limited and MNM TriplewallContainers Private Limited)
Your Directors have pleasure in presenting their 08th (Eighth) Annual Report on thebusiness and operation of B&B Triplewall Containers Limited (Formerly known asB&B Triplewall Containers Private Limited and MNM Triplewall Containers PrivateLimited) together with the Audited Financial Statements for the financial year ended31st March 2019.
REVIEW OF THE OPERATIONS OF THE COMPANY
[Pursuant to sub-section (3)(i) of Section 134 of the Companies Act 2013]
During the year under review your company reported a top-line growth of 22% over theprevious year. The revenue from operation amounted to Rs. 1937078827.00 as against Rs.1588936344.00 during the previous financial year 2017-18. The Net Profit of yourCompany for the year amounted to Rs. 51786409.00 as against Rs. 44408450.00 duringthe previous financial year 2017-18.
[Pursuant to sub-section (3)(k) of Section 134 of the Companies Act 2013]
For the year under review no dividend has been paid to equity Shareholders of theCompany. Only Preference Shareholders will be given dividends at the rate of 1.5% on 5467Preference shares on Pro-rata Basis.
TRANSFER TO RESERVE
[Pursuant to sub-section (3)(j) of Section 134 of the Companies Act 2013]
During the year under review Rs. 51786409.00 has been transferred to reserve fromProfit & loss Account as compared to previous financial year 2017-18 Rs.44408451.00 was allocated to reserve account from Profit & Loss Account.
STATE OF AFFAIRS
The Company is engaged in the business of manufacturing of corrugated boxes and boards.
There has been no change in the business of the Company during the financial year ended31st March 2019.
WEBSITE OF THE COMPANY
The website of the Company is www.boxandboard.in
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES
The Company does not have any subsidiary Joint Venture or Associate Companies.
INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference toFinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed. The internal financial controlof the company is adequate to ensure the accuracy and completeness of the accountingrecords timely preparation of reliable financial information prevention and detection offrauds and errors safeguarding of the assets and that the business is conducted in anorderly and efficient manner.
DIRECTORS & THE KEY MANAGERIAL PERSONNEL
The Composition of Board of Directors details of Key managerial personnel andchanges in the Financial year 2018-19 are as follows:
Retire by Rotation:
Pursuant to the provisions of section 152 of the Companies Act 2013 the office of Mr.Alok Agarwal (DIN: 00636966) Director is liable to retire by rotation at this AnnualGeneral Meeting and being eligible he has offered himself for re-appointment.Accordingly the proposal for his re-appointment has been included in the Notice conveningthe Annual General Meeting of the Company.
A brief resume of directors seeking appointment/re-appointment consisting nature ofexpertise in specific functional areas and name of companies in which they holddirectorship and/or membership/ chairmanships of committees of the respective Boardsshareholding and relationship between directorship inter-se as stipulated under Reg. 36(3)of the SEBI (LODR) Regulations 2015 are given in the section of notice of AGM formingpart of the Annual Report.
BRIEF BACKGROUND ON THE INITIAL PUBLIC OFFER OF THE COMPANY
The Company entered the Capital market with its Initial Public offerings of 5553000Equity Shares of face value of Rs. 10/- and at a premium of Rs. 26/- per share aggregatingto Rs. 199908000.00.
The issue opened for subscription on September 28th 2018 and closed on October 05th2018. The Equity Shares have been listed on the SME Emerge Platform of National StockExchange w.e.f. October 15th 2018. Consequently Company's paid up Equity share has beenincreased from Rs. 149582400.00 to 205112400.00. Your Directors are grateful andplace their sincere appreciation to all the investors and the NSE SEBI Merchant Bankersand all the agencies for their guidance and support.
Your Directors are happy to inform that the Initial Public Offering of the company wasfully subscribed. The Company's equity shares are regularly being traded at the floor ofthe NSE Emerge Platform. The response from the investor was overwhelming and veryencouraging.
COMMITTEES OF THE BOARD
The Board has constituted various committees in accordance with the provisions of theCompanies Act 2013 the details of which are given as under:
1. Audit Committee
2. Nomination & Remuneration Committee
3. Stakeholders Relationship committee
1. Audit Committee
The Company has constituted an Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013 vide resolution passed in the meeting of the Board of Directorsheld on August 03rd 2018.
The committee presently comprises the following three (3) directors: Composition ofAudit Committee:
The term of reference of Audit Committee includes:
Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible
Recommendation for appointment remuneration and terms of appointment ofauditors of the Company
Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process
Scrutiny of related party transactions and inter-corporate loans andinvestments
Reviewing the adequacy of internal audit function
Reviewing with the management the annual financial statements and auditor'sreport thereon before the same are forwarded to the board for approval with primary focuson;
i. Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013
ii. Changes if any in accounting policies and practices and reasons for the same
iii. Significant adjustments made in the financial statements arising out of auditfindings
iv. Disclosure of any related party transactions
v. Modified opinion(s) in the draft audit report.
2. Nomination and Remuneration Committee
The Company has constituted a Nomination and Remuneration Committee. The constitutionof the Nomination and Remuneration Committee as per the provisions of Section 178 of theCompanies Act 2013 was approved by a Meeting of the Board of Directors held on August03rd 2018.
The Board has framed the Nomination & Remuneration Committee which ensureseffective compliances as mentioned in section 178 of the Companies Act 2013. The definedterms of reference for the Nomination & Remuneration Committee are as follows;
Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the board of directors a policy relatingto the remuneration of the directors key managerial personnel and other employees of theCompany;
Formulation of criteria for evaluation of performance of independent directorsand the board of directors of the Company;
Devising a policy on diversity of Board of Directors;
Identifying persons who are qualified to become directors and who may beappointed in senior management in accordance with the criteria laid down and recommend tothe board of directors their appointment;
Whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors.Composition of Nomination and Remuneration Committee:
3. Stakeholders Relationship Committee
The Company has constituted a Stakeholder's Relationship Committee to redress thecomplaints of the shareholders. The Stakeholder's Relationship Committee was constitutedas per the provisions of Section 178(5) of the Companies Act 2013 vide resolution passedat the meeting of the Board of Directors held on October 23 2016.
Composition of Stakeholder's Relationship Committee:
EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 is annexed herewith in Annexure-A.
On September 30 2014 M/s Sharma & Pagaria Chartered Accountants Bangalore (FirmRegistration Number: 008217S) Statutory Auditor has been appointed for a period of fiveyears i.e. from the conclusion of this 03rd Annual General Meeting till the conclusion of8th Annual General Meeting of the Company. The term of 5 years will be completed in theensuing 8th Annual General Meeting M/s Pary & co Chartered Accountants is appointedas Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of the8th AGM upto the conclusion of 13th Annual General Meeting. The Statutory auditor beingappointed does not suffer from the any disqualification as mentioned in the Section 139 ofthe Companies Act 2013 & the con
The report of the Statutory Auditors on Financial Statements forms a part of the AnnualReport. There are no specifications reservations adverse remarks on disclosure by theStatutory Auditors in their report. They have not reported any incident of fraud to theAudit Committee of the Company during the year under review.
Pursuant to Section 204 of Companies Act 2013 the Board of Directors had appointedM/s S.M. Thanki & Co Practicing Company Secretaries Ahmedabad to undertake theSecretarial Audit of the Company.
The Secretarial Auditor's Report is attached to this report as `Annexure- B'.
BOARD COMMENTS ON AUDITORS REPORT
The Observations of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory and do not call for anyfurther comments.
MEETING OF BOARD OF DIRECTORS
[Pursuant to sub-section (3)(b) of Section 134 of the Companies Act 2013]
During the year under review Board of Directors of the Company met eleven times in ayear. The maximum interval between any two meetings did not exceed 120 days as prescribedin the Companies Act 2013. The particulars of the meetings of the Board of Directors heldduring the Financial Year 2018-19 are as below:
The Company has not invited/ accepted any deposits from the public during the yearended March 31 2019. Hence there were no unclaimed or unpaid deposits as on March 312019.
PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES
[Pursuant to sub-section (3)(g) of Section 134 of the Companies Act 2013]
The Company has not granted any loan guarantee or made any investments during the yearended 31st March 2019. The provisions of Section 186 of the Companies Act 2013 are notapplicable to the Company.
CONSOLIDATED FINANCIAL STATEMENT
Company does not have any Subsidiaries or Associate companies hence there is no need toprepare consolidated Financial Statement for the financial Year 2018-19.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
[Pursuant to sub-section (3)(h) of Section 134 of the Companies Act 2013]
With reference to Section 134(3)(h) of the Companies Act 2013 all contracts &arrangements with related parties under Section 188(1) of the Companies Act entered bythe Company during the Financial
Year were in the ordinary course of Business and on arm's length basis. Disclosure tothe related party transactions are given under the notes to the Financial Statement. Theparticulars of material contracts or arrangements made with related parties referred to insection 188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended asAnnexure C' to the Boards' Report.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149 OF THE COMPANIES ACT 2013
The Company has received necessary declarations from Ms. Anju Prakash Mr. Rajeev RajuMr. Arun Sarma Mr. Vikram Jain Mr. Sushil R. Bhatia & Ms. Antoinette Ryan DsouzaIndependent Directors of the company pursuant to the requirement of section 149(7) of theCompanies Act 2013 that they fulfil the criteria of independence laid down in section149(6) of the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
[Pursuant to sub-section (3)(g) & (m) of Section 134 of the Companies Act 2013]
A. Conservation of Energy: The Company consciously makes efforts to conserveenergy across all its operation. The Company is utilizing latest Machinery to save thepower consumption. However the Company has for many years now been laying great emphasison the Conservation of Energy and has taken several measures including regular monitoringof consumption implementation of viable energy saving proposals improved maintenance ofsystems etc.
B. Technology absorption: The Company always adopts the latest technology whilepurchasing the plant & machinery. The Company continues to perform R&D activitiesto improve quality of products and to reduce production cost to serve its customer better.
C. Foreign Exchange Earnings/ Outgo:
CHANGE IN THE NAME OF COMPANY & CONVERSION OF THE COMPANY
During the year under review the Company has changed its name from "MNMTriplewall containers Private Limited" to "B&B Triplewall containers PrivateLimited" and necessary fresh certificate to the effect has been issued by Registrarof Companies Bangalore Karnataka dated May 02nd 2018.
After changing its name the Company was converted from Private Company to PublicCompany and necessary fresh certificate to the effect has been issued by Registrar ofCompanies Bangalore Karnataka dated June 13 2018. Consequent to conversion of thecompany the name of the company was changed from "B&B Triplewall containersPrivate Limited" to "B&B Triplewall containers Limited".
CHANGES IN SHARE CAPITAL
During the financial year 2018-19 following change were made in the capital structureof the Company.
A. The Company has increased its Authorised Share Capital from Rs. 81000000.00 to250000000.00 divided into 220000000 Equity share capital of Rs. 10 each and 30000Preference Share Capital of Rs. 1000 each w.e.f. April 03rd 2018.
B. The Company has also increased its paid-up capital by way of issue of Bonus share inthe ratio of 1:3 to the existing Equity shareholders of the company. The company has madeallotment of 112186800 Equity shares of Rs. 10 each to the existing Equity shareholderson May 15th 2018.
Further Company has issued 5553000 Equity shares of Rs. 10 each at a premium of Rs.26 /- per share to public through its Initial Public Offerings (IPO).
C. The Company had redeemed 10000 5.25% Cumulative Redeemable Non-ParticipatingPreference Shares of Rs. 1000/- Each amounting to Rs. 10000000.00 out of the profit ofthe Company which were in the name of Vishwa Kutumb Trust on February 17th 2019.
STATEMENT FOR UTILIZATION OF PUBLIC ISSUE PROCEEDS FOR THE YEAR ENDED ON 31ST MARCH2019 AND DECLARATION REGARDING NO DEVIATION(S)/VARIATION(S) FROM THE OBJECTS STATED INPROSPECTUS:
The Company has come out with the Initial Public Offer of 5553000 equity shares ofFace Value of Rs. 10/- per share at an Issue Price of Rs. 36/- per share and generatedfunds of Rs.1999.08 Lakhs for the purposes and objects as mentioned in Prospectus dated19th September 2018. The Company submits the following statement towards the utilizationof the issue proceeds as under:
The Company has fully utilised the Public Issue Proceeds upto March 31st 2019 asstated in the prospectus and status of balance of Public Issue Fund is Nil and there hasbeen no deviation in actual utilization of the IPO proceeds from those mentioned in theProspectus of the Company
CORPORATE SOCIAL RESPONSIBILITY
[Pursuant to sub-section (3)(o) of Section 134 of the Companies Act 2013]
Pursuant to section 135 of the Companies Act 2013 our company is required toconstitute a Corporate Social Responsibility as the net profit of the company for thefinancial year 2018-19 is exceeded Rs. 5 crores. When compared to previous year companywas not falling under the criteria for constitution of CSR Committee. The Company willconstitute its Corporate Social Responsibility Committee and take the necessary actionsrequired.
MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR [Pursuantto sub-section (3)(l) of Section 134 of the Companies Act 2013]
There are no Material Changes and Commitment If Any Affecting the Financial Positionof the Company which have occurred between the end of the Financial Year of the company towhich the Financial Statement related and the date of report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations.
RISK MANAGEMENT POLICY
[Pursuant to sub-section (3)(n) of Section 134 of the Companies Act 2013]
The Company has laid down a comprehensive Risk assessment and Minimization Procedurewhich is reviewed by the Board from time to time. These procedures are reviewed to ensurethat executive management controls risk through means of a properly defined framework. TheCompany has a robust Organisational structure for managing and reporting on risks.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. InternalComplaints Committee (ICC) has been constituted to consider & redress all sexualharassment complaints. The Company is committed to providing equal opportunities withoutregard to their race caste sex religion colour nationality disability etc. Allwomen associate (permanent temporary contractual and trainees) as well as any womenvisiting the Company's office premises or women service providers are covered under thisPolicy. All employees are treated with dignity with a view to maintain a work environmentfree of sexual harassment whether physical verbal or psychological.
During Fiscal year 2019 the Company has not received any complaints of sexualharassment.
The Directors state that the applicable secretarial standards i.e. SS-1 and SS-2relating to Meeting of the Board of Directors' and Meeting of General Meetingrespectively have been duly followed by the Company.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review the provision of section 125(2) of Companies Act 2013does not apply as the company was not required to transfer any amount to the InvestorEducation Protection Fund (IEPF) established by Central Government of India.
Electronic copies of the Annual Report 2018-19 and the Notice of the 8th Annual GeneralMeeting are sent to all members whose email addresses are registered with the Company /depository participant(s). For members who have not registered their email addressesphysical copies are sent in the permitted mode.
"Good governance with good intentions is the hallmark of our Company.Implementation with integrity is our core passion"
The Company is committed to maintain the highest standards of corporate governance andtransparency. We ensure that we evolve & follow the corporate governance guidelines& best practices sincerely to boost long term shareholder value legally ethically& sustainably. We consider it an inherent responsibility to disclose timely andaccurate information regarding its operations and performance. We also endeavour tomaximize shareholders value and respect minority rights in all our business decisions.
Our company is Listed on Emerge Platform of National Stock exchange of India Limited(NSE) by virtue of Regulation 15 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the compliance with the corporate Governance provisions asspecified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation46 and Para C D and E of schedule V is not applicable to the company. Hence CorporateGovernance Report does not form a part of this Board Report though we are committed forthe best corporate governance practices.
DIRECTOR'S RESPONSIBILITY STATEMENT
[Pursuant to sub-section (3)(d) of Section 134 of the Companies Act 2013]
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:
a. In the preparation of the annual accounts for the financial year 2018-19 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the profitand loss of the Company for year ended on that date;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safe guarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a going concern basis; and
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018 mandate the formulation of certain policiesfor all listed companies. The Corporate governance policies are available on the Company'swebsite at https://www.boxandboard.in/investors.html. The policies are reviewedperiodically by the board and update as needed. During the year the Board revised andadopted some of its policies.
All the above policies were approved and adopted by the Board of Directors in a dulyheld meeting on August 03rd 2018. Further Code of conduct on Prohibition of Insidertrading was amended with the approval of board of director in line with SEBI (Prohibitionof Insider Trading) (Amendment)
Regulations 2018 inter alia incorporating the definition of "legitimatepurpose" in connection with sharing UPSI.
The Vigil Mechanism as envisaged in the Companies Act 2013 the Rules prescribedthereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is implemented through the Company's Whistle Blower Policy to enable the Directorsemployees and all stakeholders of the Company to report genuine concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orethics policy. to provide for adequate safeguards against victimization of persons whouse such mechanism and make provision for direct access to the members of the AuditCommittee. No complaint of this nature has been received by the Audit Committee during theFiscal year 2019.
Information technology drives innovation and innovation is the path to businesssuccess. Your Company is constantly adopting the advance technologies in all spheres ofworking across all the departments of the Company. Constant adoption of Informationtechnology in its day to day operation has facilitated the working in effective &efficient manner. This year company has implemented ERP (Enterprise Resource Planning)software in its day to day functioning which has integrated all facets of an operationincluding product planning development manufacturing sales and marketing purchaseplant maintenance warehouses security gate finance in a single database applicationand user interface. Our company is using Microsoft Dynamic NAV ERP software.
EDUCATION TRAINING AND DEVELOPMENT
In an ever changing and fast paced corporate world training and development is anindispensable function and management of B&B believes that training presents a primeopportunity to expand the knowledge base of all employees. A structured training anddevelopment program are organized for employees to have a consistent experience andbackground knowledge. We encourage a culture of continual learning among employees throughvarious Training & development sessions within the organization. The training &development team of B&B always focus on producing targeted and tangible results forthe business treat it seriously and consider it a capital investment and make itresults-driven. The results from our training and development initiatives have been verypositive and clearly presented the enhanced productivity efficiency & effectiveness.
The Company does not have any subsidiary Company and hence the provisions of the sameis not applicable to the Company.
The provisions of section 148 (1) of the companies act 2013 and other applicable rulesand provisions is not applicable on the company. Therefore no cost records has beenmaintained by the company.
Your Directors would like to express their sincere appreciation for the assistance andco-operation extended by Banks Government Authorities Customers Shareholders and looksforward to a continued mutual support and co-operation. Your Directors also wish to placeon record its appreciation for the commitment dedication and hard work done by theemployees workers of the Company.