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B&B Triplewall Containers Ltd.

BSE: 535120 Sector: Industrials
NSE: BBTCL ISIN Code: INE01EE01011
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B&B Triplewall Containers Ltd. (BBTCL) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 10th Annual Report ofB&B Triplewall Containers Limited along with the audited financial statements for thefinancial year ended 31st March 2021.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2021 ascompared to financial year ended 31st March 2020 is summarized below:

(In Rs.)

Particulars 2020-2021 2019-2020
Revenue from Business Operation 2343606316.00 1911787851.00
Other Income 10838445.00 9849095.00
Total Income 2354444761.00 1921636946.00
Less: Expenditures & Depreciation (2145738550.00) (1860703866.00)
Profit before tax 208706211.00 60933080.00
Less: Tax (including deferred Tax) (49986985.00) (15652211.00)
Profit after Tax (PAT) 158719226.00 45280869.00
Other comprehensive income 38589.00 (609687.00)
Total comprehensive income for the year 158757814.00 44671182.00
Shareholders of the Company
Equity Share Capital 20511240 20511240
Earning per Equity Shares 7.74 2.13

COMPANY PERFORMANCE OVERVIEW

During the year under review your company has reported the revenue from operationamounted to Rs. 2343606316.00 as against Rs. 1911787851.00 during the previousfinancial year 2019-20. The Net Profit of your Company for the year amounted to Rs.158719226.00 as against Rs. 45280869.00 during the previous financial year 2019-20.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for FY 2021 after allappropriation and adjustments was Rs. 2364.91 lakhs. The details of Reserve are givenbelow:

(In Rs.)

Particular General Reserve Retained earning Security Premium Other item of OCI Total other equity
Balance on 01.04.2020 - 77733622 208614709 - 286348331
Profit for the year - 158719226 - - 158719226
Transfer to General Reserve - - - - -
Other comprehensive Income 38589 38589
Balance on 31.03.2021 - 236491436 208614709 - 445106145

DIVIDEND

(Pursuant to Section 134(3)(k) of the Companies Act2013)

Board of Directors considering the Company's financial performance and the availabilityof distributable profit have pleased to recommend a dividend of Rs. 0.50 per equity shareof Rs. 10/- each (i.e. 5%) for the Financial Year ended on March 31 2021 subject to theapproval of Members in the ensuing Annual General Meeting of the Company.

Further Company will be paying dividend to Preference Shareholders at the rate of 1.5%on 5467 Preference shares on Pro-rata Basis.

The Company continues with its task to build businesses with long-term goals based onits intrinsic strengths in terms of its powerful brand quality manufacturing processdistribution strengths and client relationships.

STATE OF AFFAIRS

(Pursuant to Section 134(3)(i) of the Companies Act2013)

The Company is engaged in the business of manufacturing of corrugated boxes and boards.There is no change in the business of the Company during the financial year ended 31stMarch 2021.

CHANGES IN SHARE CAPITAL

During the financial year 2020-21 there was no change in the capital structure of theCompany.

WEBSITE OF THE COMPANY.

The Company ensures dissemination of applicable information under Regulation 46(2) ofthe Listing Regulations on the Company's website: www.boxandboard.in. There is a separatesection on 'Investors' on the website of the Company containing details relating to thefinancial results declared by the Company annual reports shareholding patterns and suchother material information which is relevant to shareholders.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website on www.boxandboard.in.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not granted any loan or guarantee during the year ended 31stMarch 2021. However Company had made investment in the Partnership firm which will caterthe transportation and logistics facility to company and other entities.

FIXED DEPOSITS

The Company has not invited/ accepted any deposits from the public during the yearended March 31st 2021. Hence there were no unclaimed or unpaid deposits as onMarch 31st 2021.

Further Pursuant to the rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rule2014 and amendment thereunder Company had taken the unsecured loan of Rs.132389661/-from its director(s) and relative(s) of director(s). Amount from relative ofdirector was accepted prior to conversion into public limited in compliance with provisionof Act and will be return according to term of acceptance.

INVESTOR EDUCATION AND PROTECTION FUND HEPF)

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.

SUBSIDIARIES JOINT VENTURE & ASSOCIATE COMPANIES

The Company does not have any subsidiary Joint Venture or Associate Companies.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this 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.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE.2016

During year no application was made or proceeding pending under Insolvency andBankruptcy code 2016 against the Company.

HUMAN RESOURCES MANAGEMENT

Our employees are our most important assets. We are committed to hiring and retainingthe best talent and being among the industry's leading employers. For this we focus onpromoting a collaborative transparent and participative organization culture andrewarding individual contribution and innovation. The focus of our human resourcesmanagement is to enable our employees to navigate their next not just for clients butalso for themselves. The Company had 400 employees on March 31 2021.

The percentage increases in remuneration ratio of remuneration of each director andkey managerial personnel (KMP) (as required under the Companies Act 2013) to the medianremuneration of employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 form part of Annexure- A to this Board's report.

Currently there is no employees employed throughout the year who receipt ofremuneration of Rs. 1.02 crore or more per annum and employees employed for part of theyear and in receipt of remuneration of Rs. 8.5 lakh or more per month as required underSection 197(12) of the Companies Act 2013 read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as no separate enlistment made inBoard Report.

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 2021 the Company has not received any complaints of sexualharassment.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts & arrangements with related parties under Section 188(1) of theCompanies Act entered by the Company during the Financial Year were in the ordinarycourse of Business and on arm's length basis. Disclosure to the related party transactionsis given under the notes to the Financial Statement. The particulars of material contractsor arrangements made with related parties referred to in section 188(1) of the CompaniesAct 2013 in the prescribed form AOC-2 is appended as Annexure- B to the Boards'Report.

The Policy on materiality of related party transactions and manner of dealing withrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the link www.boxandboard.in.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors

Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 and other applicable provisions ifany of the Act (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force) and the Articles of Association of the Company Mr. Manish Bothra(DIN: 07153582) Directors is liable to retire by rotation at the ensuing AGM and beingeligible have offered themselves for reappointment.

The Managing Director and Independent Directors of the Company are not liable to retireby rotation.

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.

b) Change in Key Managerial Person

During the year Mr. Vijay Shah was appointed as Company Secretary and ComplianceOfficer of Company w.e.f. February 08th 2021 in compliance with Section 203 ofCompanies Act 2013 and rule 8 of companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Mr. Vijay Shah is an associate member of Institute of CompanySecretaries of India (ICSI) and passes the relevant experience in the file of secretariallaw and other allied laws.

DISCLOSURES BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

DECLARATIONS FROM INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Act.

NUMBER OF MEETINGS OF THE BOARD

Board of Directors of the Company meet four times in a year. The maximum intervalbetween any two meetings did not exceed time gap as prescribed in the Companies Act 2013and its amendment. Moreover Board of Director have passed Resolution by circulation 3times during year. The particulars of the meetings of the Board of Directors held duringthe Year and Resolution passed by circulation are given in the Corporate Governance Reportwhich forms part of this Annual Report.

BOARD EVALUATION

The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for effective evaluation of the performanceof Individual Directors Committees of the Board and the Board as a whole. The parametersfor the performance evaluation of the Directors include contribution made at the Boardmeeting attendance instances of sharing best and next practices domain knowledgevision strategy engagement with senior management etc.

The Board formally assesses its own performance based on parameters which inter aliainclude performance of the Board on deciding long term strategy rating the compositionand mix of Board members discharging of governance and fiduciary duties handlingcritical and dissenting suggestions etc.

The Independent Directors at their separate meeting review the performance ofnon-independent directors and the Board as a whole Chairperson of the Company aftertaking into account the views of Executive Director and non-executive directors thequality quantity and timeliness of flow of information between the Company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

Based on the outcome of the performance evaluation exercise areas have been identifiedfor the Board to engage itself with and the same would be acted upon.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act (including any statutory modification(s) orre-enactment(s) thereof for the time being in force) the Directors of the Company statethat:

a. in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable Accounting Standards and Schedule III of the Act have been followedand there are no material departures from the same;

b. the Directors have selected such accounting policies and applied them consistentlyand made judgements 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 31st March 2021 and of the profitsof the Company for the financial year ended 31st March 2021;

c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a 'going concern' basis;

e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f. Proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.

COMMITTEES OF THE BOARD

The Board has constituted various committees in accordance with the provisions of theCompanies Act 2013. Currently we have 4 (four) Committees of the Board namely

I. Audit Committee

II. Nomination & Remuneration Committee

III. Stakeholders Relationship Committee and

IV. Corporate Social Responsibility Committee (CSR Committee).

Detail of composition Number of Meeting Held during year and Attend by Member are setout in the Corporate Governance Report which forms a part of this Annual Report.

VIGIL MECHANISM

The Company has a robust vigil mechanism through its Whistle Blower Policy approved andadopted by Board of Directors of the Company in compliance with the provisions of Section177 (10) of the Act and Regulation 22 of the Listing Regulations.

The Policy provides protection to the directors employees and business associates whoreport unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in linewith the Whistle Blower Policy. However no complaint of this nature has been received bythe Audit Committee during the Fiscal year 2021.

The Whistle Blower Policy of the Company can be accessed at website of the Company atwww.boxandboard.in.

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.

RISK MANAGEMENT POLICY

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. Thesame has also been placed at the website of the Company at www.boxandboard.in.

SECRETARIAL STANDARDS

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.

LISTING OF SHARES ON STOCK EXCHANGE

The Company's Equity Shares are listed on Emerge platform of National Stock Exchange ofIndia Limited.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations isappended as Annexure- C to the Boards' Report.

BUSINESS RESPONSIBILITY REPORT (BRR)

The business responsibility reporting as required by regulation 34(2) (f) of the SEBI(Listing obligations and disclosure requirement) Regulations 2015 is not applicable oncompany for the financial year ending March 312021.

CORPORATE GOVERNANCE

 

"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.

During year our company is Listed on Emerge Platform of National Stock exchange ofIndia Limited (NSE) by virtue of Regulation 15 of the SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the compliance with the corporate Governanceprovisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2)of Regulation 46 and Para C D and E of schedule V is not applicable to the company.However we are voluntarily providing our Report on Corporate Governance with certainexemption which is enclosed as Annexure-D to the Board's report.

CODE OF CONDUCT

The Board has adopted the Code of Conduct for members of the Board and SeniorManagement personnel of the Company. The Code lays down in details the standards ofbusiness conduct ethics and governance. Code of Conduct has also been posted on theCompany's Website www.boxandboard.in.

BOARD POLICIES

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.

INFORMATION TECHNOLOGY

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.

The company is currently using Microsoft Dynamic NAV ERP (Enterprise Resource Planning)software in its day-to-day functioning which has integrated all facets of an operation -including product planning development manufacturing sales and marketing purchaseplant maintenance warehouses finance - in a single database application and userinterface.

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. B&B team alwaysfocus on producing targeted and tangible results for the business treat it seriously andconsider it a capital investment and make it results-driven. The results from our trainingand development initiatives have been very positive and clearly presented the enhancedproductivity efficiency & effectiveness.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 for the financial year ended31.03.2021 are enclosed as Annexure-E to the Board's report.

GREEN INITIATIVES

In order to save trees and environment by cutting down the consumption of costly paperhabits the Ministry of Corporate Affairs has taken a "Green Initiative in theCorporate Governance" by allowing paperless compliances by the companies under theprovisions of the Companies Act 2013 therefore Electronic copies of the Annual Report2020-21 and the Notice of the 10th Annual General Meeting are sent to all members whoseemail addresses are registered with the Company / depository participant(s).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR initiatives of the Company were under the thrust area of health & hygieneeducation water management and vocational training. During Financial Year 2020-21 theCompany's CSR efforts included COVID-19 were carried out in registered office andcorporate office aeras.

The Company's CSR Policy statement and CSR activities undertaken during the financialyear ended 31st March 2021 in accordance with Section 135 of the Act and Companies(Corporate Social Responsibility Policy) Rules 2014 (including any statutorymodification(s) or re- enactment(s) thereof for the time being in force) is set out in Annexure-F to this report.

AUDITORS AND AUDITORS' REPORT

• Secretarial Auditor

The Board of Directors of the Company has appointed Mr. Keyur Ghelani firm name M/s.K.P. Ghelani & Associates Practicing Company Secretary (Certificate of Practice No.5144) as the Secretarial Auditor to conduct an audit of the secretarial records for thefinancial year 2020 - 21. The Company has received consent from Mr. Keyur Ghelani to actas the auditor for conducting audit of the secretarial records for the financial yearending 31st March 2021.

The Secretarial Audit Report for the financial year ended 31st March 2021under Act read with Rules made thereunder and Regulation 24A of the Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) is set out in the Annexure- G to this report.

• Statutory Auditor

M/s. Pary & Co Chartered Accountants (Firm Registration No. 007288C) wereappointed as Statutory Auditors of the Company at the 08th AGM held on 30thSeptember 2019 to hold office till the conclusion of the 13th AGM.

M/s. Pary & Co has confirmed that they are not disqualified from continuing asAuditors of the Company.

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.

• Cost Records & Audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

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.

OTHER DISCLOSURES

a. The Company does not have any scheme or provision of money for the purchase of itsown shares by employees/ Directors or by trustees for the benefit of employees/ Directors;

b. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise;

c. The Company has not issued any sweat equity shares/ESOP/ RSUs to its directors oremployees; and

d. There was no revision of financial statements and Board's report of the Companyduring the year under review.

ACKNOWLEDGMENTS

The Directors mourn the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

The Board of Directors place on record our sincere gratitude and appreciation of thecontribution made by our employees at all levels. Our consistent growth was made possibleby their hard work solidarity cooperation and support.

The Board conveys its appreciation for its customers shareholders suppliers as wellas vendors bankers business associates regulatory and government authorities for theircontinued support.

Date: August 06th 2021 For and on behalf of the Board

Place: Bangalore B&B Triplewall Containers Limited

Manish Kumar Gupta Ravi Agarwal
Managing Director Director and CFO
(DIN:03568502) (DIN:00636684)

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