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BSE Code : | NSE Symbol : | ISIN:| SECTOR : |

NSE BSE
 

Volume 280564

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Key Stats

MARKET CAP (RS CR) 66.14
P/E 11
BOOK VALUE (RS) 246.7812903
DIV (%) 10
MARKET LOT 1
EPS (TTM) 19.39
PRICE/BOOK 0.864530693314071
DIV YIELD.(%) 0.47
FACE VALUE (RS) 10
DELIVERABLES (%)
4

News & Announcements

14-Nov-2021

B & A consolidated net profit rises 5.12% in the September 2021 quarter

02-Nov-2021

B&A to declare Quarterly Result

22-Sep-2021

B & A Ltd - Closure of Trading Window

17-Sep-2021

B & A Ltd - Disclosure of Voting results of AGM (Regulation 44(3) of SEBI (LODR) Regulations 2015)

02-Nov-2021

B&A to declare Quarterly Result

24-Aug-2021

B&A to conduct AGM

04-Aug-2021

B&A schedules board meeting

29-Jun-2021

Board of B&A recommends Final Dividend

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Alipurduar Tea Company Ltd 40643
Apeejay Tea Ltd 508134 ASSAMFRONT
Arcuttipore Tea Co Ltd 530261
Asian Coffee Ltd (Merged) 500021 ASIANCOFFE
Asian Tea & Exports Ltd 519532
Assam Company India Ltd 500024 ASSAMCO
Assambrook Ltd 500025
Balanoor Plantations & Industries Ltd 40746
Bansisons Tea Industries Ltd 519353
Bhatkawa Tea Industries Ltd 40389
Bishnauth Tea Company Ltd (Merged) 519226 BISHNATTEA
Brooke Bond Lipton India Ltd (Merged) 500785 BROOKBOND
CCL Products (India) Ltd 519600 CCL
Coffee Lands Ltd 40054
Cowcoody Estates Ltd 40732
Dhunseri Tea & Industries Ltd 538902 DTIL
Diana Tea Company Ltd 530959
Doom Dooma (I) Ltd (Merged) 40665
DPIL Ltd 508197
Duncans Agro Industries Ltd (Merged) 23748
Duncans Industries Ltd 590063 DUNCANSLTD
Goodricke Group Ltd 500166 GOODRICKE
Gremach Tea & Estates Ltd 530687
Haileyburia Tea Estates Ltd 40258
Hanuman Tea Co Ltd 519580
Harrisons Malayalam Ltd 500467 HARRMALAYA
Hatigor Tea Estates Ltd 531059
Highland Industries Ltd 507940
Highland Produce Company Ltd 40724
James Warren Tea Ltd 538564
Jay Shree Tea & Industries Ltd 509715 JAYSREETEA
Joonktolle Tea & Industries Ltd 538092
Jutlibari Tea Company Ltd (Merged) 40122
Kalasa Tea & Produce Company Ltd 40137
Kamala Tea Company Ltd 530529
Kanco Tea & Industries Ltd 541005
Kil Kotagiri Tea & Coffe Estates Company Ltd 40390
Ledo Tea Company Ltd 508306
Lingapur Estates Ltd 40272
Manjushree Plantations Ltd 40078
McLeod Russel (India) Ltd (Merged) 508329 MCLEODRUS
Mcleod Russel India Ltd 532654 MCLEODRUSS
Methoni Tea Company Ltd 40040
Midland Rubber & Produce Co Ltd 40055
Moran Tea Company (India) Ltd(merged) 40043
Mysore Plantations Ltd 40336
Namdang Tea Co Ltd (Merged) 519212
Neelamalai Agro Industries Ltd 508670
Nelliampathy Tea & Produce Co Ltd 40244
NEPC Agro Foods Ltd 500452 NEPCAGRO
NEPC Tea Garden Ltd (Merged) 523706
Nonsuch Tea Estates Ltd 40697
Norben Tea & Exports Ltd 519528 NORBTEAEXP
Octavius Plantations Ltd 542938
Ossoor Estates Ltd 40492
Peria Karamalai Tea & Produce Company Ltd 531044 PKTEA
Premier Plantation Ltd 523570
Prime Tea Plantation & Industries Ltd 519556
Retro Green Revolution Ltd 519191
Rossell India Ltd 533168 ROSSELLIND
Rossell Industries Ltd 508274 ROSSELL
Rydak Syndicate Ltd 40048
Sangameshwar Coffee Estates and Industries Ltd 40271
Scottish Assam (India) Ltd 40343
Stanes Amalgamated Estates Ltd 40096
Tata Coffee Ltd 532301 TATACOFFEE
Tata Consumer Products Ltd 500800 TATACONSUM
Tea Time Ltd 512011
Tengpani Tea Company Ltd(merged) 40121
Terai Tea Co Ltd 530533
Tezpore Tea Company Ltd(merged) 590045
The Grob Tea Co Ltd 538367 GROBTEA
Tirrihannah Company Ltd 40351
Tyroon Tea Company Ltd 526945
United Nilgiri Tea Estates Company Ltd 530470 UNITEDTEA
Warren Tea Ltd 508494 WARRENTEA
Wartyhully Estates Ltd 40493
Williamson Tea Assam Ltd(merged) 508238 GEORGWILIM

Share Holding

Category No. of shares Percentage
Total Foreign 9619 0.31
Total Institutions 200 0.01
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 139197 4.49
Total Promoters 1833594 59.15
Total Public & others 1117390 36.05
Total 3100000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About B & A Ltd

B & A Ltd was incorporated as Barasali Tea Company Pvt Ltd in 1915. Later renamed B&A Plantations and Industries (BAPIL), it came under the control of H P Barooah in 1968. Production in its tea gardens was 2.5 lakh kg, then. It was converted into a public limited company in 1986. Later, through mergers and acquisitions, three other tea estates - Salkathoni, Sangsua and Gatoonga - came into its fold and it now produces over 2 mln kg of tea. BAL grows, manufactures, markets and exports tea. It has four prime tea gardens and exports its produce to the UK and other European countries. It came out with a rights issue of FCDs in 1993 to part-finance the modernisation of its facilities, and for the replantation programme of its tea gardens in Assam. The company has received approval from the Guwahati High Court to take over the Lohpohia Tea Estate from Tea Beverages & Allied Industries. Kuhum Tea Company Pvt Ltd has been amalgamated with BAL. With these arrangements and amalgamations, BAL has eight tea gardens and production is expected to increase to 45 lac kg. Company has earned foreign exchange from export of Tea Rs.144 lakhs & outgo is Rs.22 lakhs for the year 1998-99. During the year 1999-2000, the scheme of arrangement for amalgamation of two subsidiary companies i.e. B & A Investments Ltd and LIPAB Investments Ltd., was approved by the respective shareholders of the three companies.

B & A Ltd Chairman Speech

We are proud to be associated with an industry which has an ancient heritage dating back 5,000 years. To us, tea is not a product but a commitment to convey value and culture.

This annual report celebrates the legacy of Late Hemendra Prasad Barooah, a trend setter in the tea industry, whose visions are promulgated in our continued effort to deliver quality teas from our plantations.

The history of B&A Ltd has stood the test of time and is being renewed continuously in our product offering which has created its own niche. With seamless efforts of our estate managers and workers teas manufactured in Mokrung, Gatoonga and Salkathoni tea estates of our company are recognized as competing best in the South Bank of Assam Valley. With active support and guidance from all our stakeholders we enjoy unparalleled trust of allour buyers.

We hope that the company has been performing to the aspiration of its shareholders as it has maintained a balanced growth in terms of revenue and profit during the last five financial years. The year 2015-16 in particular has remained good despite the company facing multiple challenges. We are happy to maintain the same quantum of dividend as of the previous year.

We continue our emphasis on the two basic tenets of Corporate Governance, Transparency and Accountability, laid by my late father, Hemendra Prasad Barooah. We are committed to provide equal opportunity to all our employees in a safe and healthy working environment.

Anuradha Farley
Chairman
B&A Limited

   

B & A Ltd Company History

B & A Ltd was incorporated as Barasali Tea Company Pvt Ltd in 1915. Later renamed B&A Plantations and Industries (BAPIL), it came under the control of H P Barooah in 1968. Production in its tea gardens was 2.5 lakh kg, then. It was converted into a public limited company in 1986. Later, through mergers and acquisitions, three other tea estates - Salkathoni, Sangsua and Gatoonga - came into its fold and it now produces over 2 mln kg of tea. BAL grows, manufactures, markets and exports tea. It has four prime tea gardens and exports its produce to the UK and other European countries. It came out with a rights issue of FCDs in 1993 to part-finance the modernisation of its facilities, and for the replantation programme of its tea gardens in Assam. The company has received approval from the Guwahati High Court to take over the Lohpohia Tea Estate from Tea Beverages & Allied Industries. Kuhum Tea Company Pvt Ltd has been amalgamated with BAL. With these arrangements and amalgamations, BAL has eight tea gardens and production is expected to increase to 45 lac kg. Company has earned foreign exchange from export of Tea Rs.144 lakhs & outgo is Rs.22 lakhs for the year 1998-99. During the year 1999-2000, the scheme of arrangement for amalgamation of two subsidiary companies i.e. B & A Investments Ltd and LIPAB Investments Ltd., was approved by the respective shareholders of the three companies.

B & A Ltd Directors Reports

#MDStart#

Management Discussion and Analysis

Dear Members,

Your Directors have pleasure in presenting the Annual Report of B&A Ltd (hereinafter referred to as the 'Company') together with the audited financial statements of the Company for the financial year ended 31st March 2021.

Financial Results

The standalone financial results of the Company for the financial year 2020-21 are summarized below:

(in Rs. Lac)

Particulars Year ended March 31,2021 Year ended March 31, 2020
Revenue from Operations 15001.45 13215.00
Other Income from Operations 62.71 106.53
Total Income from Operations 15064.16 13321.53
Total Expenditure after adjustment of increase/decrease of stock 13521.26 12727.85
Profit from Operations before Depreciation, Finance Cost and Tax 1542.90 593.68
Depreciation 327.45 332.11
Finance Cost 375.37 443.36
Profit/(Loss) before Tax 840.08 (181.79)
Provision for Tax
Current Tax 145.00 -
Deferred Tax 20.71 (65.45)
Profit/(Loss) for the year 674.37 (116.34)
Other comprehensive Income 50.29 (14.62)
Total comprehensive Income for the year 724.66 (130.96)
Earning Per Share (Rs.) 21.75 (3.75)

Performance and Operations

Your Company has been producing quality CTC teas in its Eight Tea Estates located in Assam and its teas have wide acceptability amongst premium blenders in the Country.

During FY 20-21 Covid-19 Pandemic and related restrictions inflicted crop loss in North India. North Indian Production was down by 898.90 lac kgs during April-March 21 compared to previous FY. Assam valley registered 659.20 lac kgs lower output during the same period. Shortfall in production resulted early supply squeeze. Lockdown severally restricted footfalls in retail outlets. Market witnessed unprecedented increase in green leaf prices.

During the year under review the Company produced 57.20 lac kgs of made tea from its own tea leaf which is 9.69 lac kgs lower compared to previous year. Production from bought leaf was lower by 4.45 lac kgs compared to previous year as procurement price of green leaf remained very high.

The adverse weather conditions in Assam, delay in harvesting, continuance of truncated transportation and warehouse operation arising out of COVID-19 pandemic caused lower output in our gardens. FY 20-21 started with formidable uncertainty but our gardens could maintain plucking of quality crop. This was reflected in the prices of made tea from own leaves fetched in the auctions. Teas from three tea estates namely Gatoonga, Mokrung and Salkathoni had been able to achieve prices above Rs. 400 in lot of invoices and some reached Rs. 500. The combined volume of sales of made tea from own tea and bought tea leaves was 54.70 lac kgs which is lower by 11.73 lac kgs compared to previous year due to lower harvest.However the Company could achieve commendable prices of its tea as average selling price of made tea from own leaf and bought leaf were higher by Rs. 81.05 and Rs. 66.71 per kg. respectively, compared to previous year. As a result the Company recorded an increase in the sale of tea of Rs. 1786.45 lac. during the year under review compared to previous year due to favourable price variance.

The Company was able to keep most of the expenditures under control; however,costs associated with wages, power and fuel and pesticides went up substantially due to reasons beyond control. During the year under review your Company was able to maintain its profitability.

All four factories at Mokrung, Gatoonga, Salkathoni and Sangsua are working smoothly and the quality of manufacture is at par with the top bracket in the industry making CTC teas. All factories were certified ISO-22000 complied for food safety norms. Further, Gatoonga, Mokrung and Salkathoni are being accredited with Trust tea certification with regards to own leaf. Mokrung Factory has received Trust tea certification for bought leaf.

Industry Structure, Developments, Outlook and Prospects

Industry Structure and Developments (Flashback FY 2020-21):

CY 2020 threw at the world a bedlam of novel COVID-19 virus, threatening all that was taken for granted - mobility, safety, and a normal life itself. Bereft of a cure or a vaccine, public health policy became central to tackling this all-pervasive crisis. This, in turn, posed the most formidable economic challenge to India and to the world in a century. India's GDP is estimated to contract by 7.7% in FY2020-21, composed of a sharp 15.7% decline in first half and a modest 0.1 % fall in the second half. Sector-wise, agriculture has remained the silver lining while contact-based services, manufacturing, construction were hit hardest, and have been recovering steadily. Government consumption and net exports have cushioned the growth from diving further down.The year also saw manufacturing sector's resilience, rural demand cushioning overall economic activity and structural consumption shifts in booming digital transactions. The full impact of the Pandemic on the Indian economy is still unravelling and the future growth prospects would critically depend on sustenance of momentum of this recovery.

First quarter of the tea season witnessed heavy rain and resultant floods in Assam; curbs on man power deployment and agro climatic factors sharply impacted the output. Supply chain continued to remain disrupted. Output dropped by 40% (YoY basis) in Assam valley; all India production declined sharply. Production loss triggered sharp increase in prices of all varieties. Second quarter registered some recovery in output though sale to sale arrival in auctions remained low. Buoyancy was witnessed across all categories and grades as new price barriers were set and eclipsed at auction centers for Assam CTC, dust and orthodox. Packeteers offset higher sourcing costs by increasing retail price. Supply chain improved from August 20 onwards. Better cropping from September onwards recorded greater availability and higher stock in the third quarter. Slowdown in demand triggered price corrections in auction and private sales much more than envisaged. Cash flow issues and reduced sales lead to auction prices declining sharply from September. As prices continued to dip more volumes found their way into auctions as private bids were even lower. Upto mid November better and best category lost heavily. With early closure of production in December the market witnessed lower arrivals from January onwards. This accelerated spike in demand across catalogues and centers. Season ended with 23% lower sales in auctions, reprints gaining immensely, even plainer variety surging demand from small buyers facing shortages.

Domestic tea prices have witnessed a significant increase in the year under review in all India basis, with the North India (NI) auction averages increasing by 46% (YoY basis) during the period April-December 2020 and the South India (SI) auction averages up by 41% during the same period. Tea prices witnessed a sharp increase on the back of an estimated 6% decline in domestic production, while consumption remained firm.

On the global front, the decline in production from India and Sri Lanka is estimated to result in an overall decline in global production in CY2020, despite significant increase in the Kenyan crop. While the global supply of CTC teas largely remains the same, with the increase in Kenyan CTC crop compensating for the decline in Indian CTC production, global orthodox (ODX) production was hit following the decline in both India and Sri Lanka. The sharp jump in production from Kenya led to softening of the CTC prices in the international market, while lower availability of ODX provided support to its prices in CY2020.

Export from India during CY2020 is estimated to be down by 440 lac kgs, 17%, in volume terms, on a Y-o-Y basis. Market witnessed lower import to Iran, Pakistan and USSR. Almost two-third of the decline is because of lower ODX exports, given the sharp decline in production of such teas. With CTC prices increasing dramatically, most producers reduced the share of ODX production.

Industry Outlook and Prospects (Season 2021- 22) :

While the tea industry faced number of problems such as financial, power, labour issues, inadequate communication and transportation and lesser subsidy in FY 20-21, it is likely to turn out to be one of the better years for bulk tea producers in recent years, providing the industry with much-needed fillip. However, the sustenance of the healthy profitability would be critical to ensure the long-term financial health of the bulk tea industry. Any sharp reversal in tea prices in the domestic/export market and/or material increase in labour wages could reverse the improvement seen in FY20-21. Further political scenario in different states being a critical factor for sustenance of the tea industry given Indian Tea Industry is still in a unrecognized phase even though the Government is controlling the industry through Tea Board of India.

It is expected that the challenges for the tea industry to remain in FY21-22 as domestic tea prices are likely to witness a negative bias, once the production returns to normal in the new season. With negative carry forward stock into 2021 season First Flash market is likely to open strong with better price realization. Strong demand and firm prices of CTC teas is expected to continue till July 2021, barring adverse climatic conditions. Consumption fundamentals is expected to remain robust despite lower out of home consumption due to COVID -19 restrictions.

In the export front while some market share was no doubt lost in CY 2020, the sharp increase in domestic prices led to Indian CTC producers favoring the domestic market over exports. Net shortages for CY2020 were met from the high opening stock at the beginning of the year. Consequently, as the industry enters the new season, pipeline stocks are estimated to be extremely low. With steady domestic demand, export shortages are expected to remain at least till around the peak production months of CY 2021. A healthy trend in exports would provide further tightness in the availability of teas till such time. Further any shortfall in Kenyan production during FY 20-21 exports are expected to increase in Iran/CIS/UAE.

Company Outlook and Prospects (Season 2021- 22):

The Company will continue to produce quality tea and will instill its effort to increase yield and crop to the extent practicable. It is expected that short supply of quality tea will lead to higher demand of Company's teas. The Company plans to spend judiciously on development expenditure amidst tight working capital conditions. The Company has initiated cost cutting in several areas which would result in savings. However, output and profitability for the current season will much depend on the weather conditions of Assam, trend in the prices of CTC throughout the season as well as procurement price of chemicals and fertilisers and further increase in the wage structure. Finally, any further trade restrictions imposed by the government to curb the Pandemic will hamper the normal cycle of operations which might lead in lowering of output and profitability.

Challenges, Risks and Concerns

Indian bulk tea manufacturers are facing challenges on both the supply and demand side, as there is a drop in tea consumption coupled with a lack of investment in technology, infrastructure, community development, research into new agricultural inputs. Further, climate changes in all tea growing regions is the most deterring factor to the sustainability of the overall sector.

While acknowledging the value and merits of tea as a beverage and an industry the need of the time is to emphasize the importance that consumers play in the supply chain. With an annual growth rate of 3-4%, tea is clearly losing the premium imagery in the beverage world.

Climate change is a significant threat to the industry, exacerbating existing challenges such as pests and disease that impact on yields and quality, with knock on effects on costs and price realization. For example, both minimum and maximum temperatures have increased in all tea growing regions of Assam which impacts the suitability of the region for growing teas. Further rainfall has reduced in the first quarter of the season and amount of precipitation increases in monsoonal months.

Tea prices are also a major concern and sustainability can only be achieved if everyone in the chain can make a decent return. In India, the cost of production has been rising faster than prices. Further, the difficulties of sustainable sourcing and food safety are also major concerns faced by the tea manufacturers.

Impact of COVID-19:

COVID-19 has taken a heavy toll on Indian tea production because of prolonged lockdown, trade restrictions and continuance of truncated transportation and warehouse operation arising out of the Pandemic. India is heading for a massive shortfall in production in CY 2020; this will be the first year in many years that the country's output in a year falls below the previous year. Lockdown and adverse weather pulled down the output in the North India as well as Assam valley production. Though shortages have prompted significant rise in the tea prices in the domestic market during first two quarters of season 2020, decrease in volume has adversely affected sales volume of bulk tea producers. Further, tea producers are facing additional cost to maintain supply chain which is grossly impacted by the Pandemic.

Since 2nd/3rd wave of COVID-19 Pandemic is likely to hurt the economy adversely affecting the Tea Industry, there will be disruption both to demand and supply as it would affect the day to day functioning of the tea producing entities. Members are requested to refer to note 42.18 in the financial statements for the period under review which highlight the impact of COVID-19 Pandemic on the performance of the Company during the year under review.

Risk Management

Your Directors have formulated Risk Management Policy and appointed a Risk cell comprising of executives from senior management team. All potential and material risks faced by the Company with regards to its tea business are identified and assessed on continuous basis by the Risk Cell. For each area of the risks identified, necessary controls are exercised and procedures are put in place for monitoring, mitigating all such risks and reporting the same to Audit Committee on periodic basis. The Risk Management Policy and the constitution of risk cell are available in the company's website at https://www.barooahs.com/policies/risk- management-policy.pdf.

Outbreak of COVID 19 has put unprecedented challenge before the risk structure of the Companies across the globe in the key compliance areas like, corporate governance, statutory compliances and disclosures, workplace health and safety, employment and continuity, data privacy, supply chain and working capital. The Pandemic is causing huge loss of business due to trade restrictions, additional cost of operations due to unproductive employment, maintaining workplace health and safety and additional data privacy and security. The crisis has forced the organizations to converse risks in new directions because of the worst case scenario which no one could ever predict but actually happened.

During first wave of the pandemic the Company has responded to the crisis by developing rapid action plans to potential worst case scenarios. So whether it's a supply chain or cyber or financial event, scenario planning was developed to create response plans with remote cross functional teams that eventually helped the management to respond to the crisis.

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

Transfer to Reserves

The Board of Directors ('the Board') does not propose any amount to be transferred to any reserve.

Dividend

The Board has recommended a final dividend of 10% i.e. Re. 1per equity shares of Rs. 10 each in the Company for the financial year 2020-21. The distribution of dividend will result in payout of Rs. 31 lac if approved by the shareholders in the ensuing Annual General Meeting.

Subsidiary Company

The Company's subsidiary, B&A Packaging India Ltd, which is engaged in the production of high quality paper sacks and flexible laminates, performed satisfactorily during the financial year ended 31st March 2021. During the financial year ended 31st March 2021 the Company registered a gross turnover of Rs. 9886.21 lac. (previous year Rs. 7632.44 lac) and a pre-tax profit of Rs. 1609.37 lac (previous year Rs. 973.28 lac.).

Financial Performance and Analysis

The Shareholders fund as on 31st March 2021 was Rs. 6100.85 lac. comprising of Rs. 310 lac as equity share capital and Rs.5790.85 lac as reserves. Details of significant changes in the key financial ratios is appended with the Board's Report and marked as Annexure-A.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act' 2013 (hereinafter the Act) read with rule 12 (1) of the Companies (Management and Administration) Rules 2014 extract of Annual Return of the Company for the financial year ended 31st March 2021 is attached with Board's Report as Annexure - B.

Annual Return of the Company for the financial year ended 31st March 2020 is available in the website of the Company at the following web-link http://www.barooahs.com/annual-return.html.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Policy of the Company as recommended by the CSR Committee of Directors and approved by the Board of Directors is available at the website of the Company at the web link http://www.barooahs.com/ policies/policy-on-corporate-social-responsibility.pdf.

In terms of Companies (Amendment) Act' 2020 which stipulates that where the amount of fund that needs to be spent by a Company in its CSR activities in any financial year does not exceed Rs. 50 lac; the requirement for constitution of the CSR Committee shall not be applicable and functions of such Committee shall in such cases be discharged by the Board of the said Company, the Board in its meeting held on 26th June 2021 dissolved 'Corporate Social Responsibility Committee' with effect from conclusion of the said meeting. Henceforth all functions of the CSR Committee as provided under section 135 of the Act will be discharged by the Board. The constitution of the erstwhile CSR Committee and particulars of meetings of the Committee held during the year are disclosed in Corporate Governance Section of the Annual Report.

In terms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, Annual Report on CSR is attached as Annexure - C and forms part of the Director's Report.

Fixed Deposit

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

Directors and Key Managerial Personnel

As on 31st March 2021, the Company's Directorate consisted of twelve Directors; six of them are Independent Directors. Mrs. Anuradha Farley continues to be the Chairman of the Board. The composition of the Directorate is in conformity with the provisions of the Act', allied rules and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement Regulations) 2015 ['SEBI (LODR)']. The particulars of the Directorate and the Key Managerial Personnel are given under Part I of the Corporate Governance Report which forms part of this Annual Report.

The Board records the untimely demise of Late Latifur Rahman, Independent Director on 1st July 2020. The Board records the valuable contribution made by Late Rahman while in Directorate.

Ms. Simeen Hossain, daughter of Late Latifur Rahman was appointed as Director in casual vacancy in place Late Rahman by the Board on 13th November 2020 on recommendations made by the Nomination and Remuneration Committee of Directors. The Board of Directors is of the opinion that Ms. Simeen Hossain has got the required integrity, expertise and experience to serve the Board as an Independent Director. Appointment of Ms. Hossain is subject to the approval of the shareholders in the ensuing Annual General Meeting ('AGM')

By virtue of Section 152 of the Act', Mr. Robin Aidan Farley and Mr. Anjan Ghosh Directors, retires by rotation in the AGM and are eligible for re-appointment.

A brief resume, expertise and shareholding in your Company together with details of other directorships of Mr. Farley, Mr. Ghosh and Ms. Hossain are given in the Corporate Governance Section of the Annual Report.

None of the Directors on the Board as on 31st March 2021 has been debarred or disqualified from being appointed or continuing as Directors by Ministry of Corporate Affairs, Government of India or Securities and Exchange Board of India or any such Statutory Authority of India. A certificate in this regard from a Practicing Company Secretary is enclosed as Annexure - D and forms part of this report.

Mr. Somnath Chatterjee, Managing Director, Mr. D. Chowdhury, Company Secretary and Mr. Tapas Chatterjee, Chief Financial Officer, hold the position of key managerial personnel in terms of section 203 of the Act'.

Declaration by Independent Directors

All Independent Directors had given declaration to the Company stating their independence in terms of section 149 (6) of the Act' and the same were placed and noted in the meeting of the Board of Directors held on 26th June 2021.

Meeting of the Board of Directors

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

Committees of the Board of Directors

The Board had constituted 'Audit Committee', 'Nomination and Remuneration Committee', 'Corporate Social Responsibility Committee', 'Share Transfer Committee' and 'Stakeholders Relationship Committee' of Directors in terms of respective provisions of the Act' and SEBI (LODR). The constitution, terms of references and policies of these committees have 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 Audit Committee.

During the year under review the Board reconstituted the following committees-

(i) Audit Committee- Mr. Amit Chowdhuri and Ms. Mou Mukherjee were opted members in place of Mr. Rajkamal Bhuyan and Mr.Somnath Chatterjee. Mr. Basant Kumar Goswami was nominated to Chair the Committee meetings.

(ii) Nomination and Remuneration Committee- Mr. Rajkamal Bhuyan was opted member in place of Mr. Anjan Ghosh. Mr. Amit Chowdhuri was nominated to Chair the Committee meetings.

(iii) Corporate Social Responsibility Committee- Mr. Anjan Ghosh was nominated to Chair the Committee meetings.

Compliance with Corporate Governance norms

In terms of the SEBI (LODR), a certificate from a Practicing Company Secretary on compliance of corporate governance is attached with the Director's Report as Annexure E and forms part of Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of section 134(5) of the Act' the Directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

ii) They had selected such accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March 2021 and of the profit of your Company for the financial year ended 31st March 2021.

iii) They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act' for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) They had prepared the annual accounts on a 'going concern' basis.

v) They had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

vi) They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and were operating effectively.

Adequacy of Internal Financial Controls

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

Maintenance of Cost Records

The Company has maintained adequate cost accounts and records as specified under Section 148(1) of the Act' with respect to its tea business.

Particulars of Contract and Arrangement with Related Parties

A policy on related party had been devised by the Board of Directors which is in conformity with Regulation 23 of SEBI (LODR) for determining the materiality of transactions with related parties and strategy for dealing with the same. The said policy is available at the website of the Company at the following web-link http://www.barooahs.com/ policies/policy-on-related-party-transactions.pdf.

In terms of section 134 of the Act' read with rule 8(2) of the Companies (Accounts) Rules 2014 particulars of contracts/arrangements entered into by the Company during the financial year under review in form AOC-2 is attached as Annexure - F and forms part of the Director's Report.

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 of Directors formulated the Nomination and Remuneration Policy of the Company. The said policy is available at the website of the Company at web-link http://www.barooahs.com/ policies/remuneration-policy.pdf.

The information required pursuant to Section 197 of the Act' read with Rule 5 of the Companies (Appointment & Remuneration) Rules 2014 in respect of employees of the Company will be provided upon request. In terms of section 136 of the Act' the Directors report and financial statements are being sent to Members and others excluding the information on employee's particulars which are available on electronic inspection by the Members of the Company upto the date of the AGM. Any Member interested obtaining a copy may write to the Company. Further we confirm that there was no employee employed throughout the financial year or part thereof, who was in aggregate is in excess of that drawn by the Managing Director of the Company and holds himself or alongwith his spouse and dependent children not less than two percent of the equity shares in the Company.

Disclosure in terms of Section 197 of the Act' read with Rule 5 of the Companies (Appointment and Remuneration) Rules 2014 regarding remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2021 is given para 2(f) of Section II in the Corporate Governance Section of the Annual Report.

Vigil Mechanism

In terms of Section 177 (10) of the Act' and Regulation 22 of the SEBI (LODR), the Company had established a vigil mechanism to report and deal with genuine concern raised by a whistle blower. The said policy is available at the website of the Company at web- link http://www.barooahs.com/policies/vigil- mechanism.pdf.

Evaluation of Board's Performance

In terms of section 134 (3) of the Act' read with SEBI (LODR), the Company had laid down the criteria for reviewing the performance of the Board, its Committees and individual Directors. The evaluation process of Directors inter alia considers attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy etc. The evaluation process and criteria for evaluating the performance are available in detail at the website of the Company at web-link http://www.barooahs.com/policies/remuneration- policy.pdf.

The Board evaluated its own annual performance including that of its Committees in the meeting of the Board of Directors held on 26th June 2021. The Board in the same meeting evaluated performance of the individual Directors.

Statutory and Cost Auditors

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata, (FRN 315080E) were appointed as Statutory Auditors of the Company at the Annual General Meeting of the Company held on 29th September 2020 for a second term of five years and would hold the office of Auditors till the conclusion of the Annual General Meeting of the Company to be held for the Financial Year 2024-25.

The Report given by the Statutory Auditors on the Financial Statement of the Company for the financial year ended 31st March 2021 is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer in the report.

M/s. Mou Banerjee & Co., Cost Accountants (FRN 00266) were appointed Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31st March 2021. They are eligible for reappointment.

Secretarial Auditors

M/s T. Chatterjee & Associates, Practicing Company Secretaries, (FRN P2007WB067100) carried out the Secretarial Audit of the Company as envisaged under Section 204 of the Act' read with 24A of the SEBI (LODR) for the financial year 2020-21. The Audit Report is attached with the Board's Report as Annexure- G. There has been no qualification, reservation, adverse remark or disclaimer in the report.

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

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

Details of the Material and Significant Orders

There was no material order against the Company by any Regulator, Court or Tribunal impacting the going concern status of the Company.

A Scheme of Amalgamation between the Company and Buragohain Tea Company Ltd approved by the Hon'ble Gauhati High Court has been challenged and is pending adjudication before appellate side of the said Court.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to section 134 (3) of the Act' read with Companies (Accounts) Rules, 2014 the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is attached with the Board's Report as Annexure - H.

Particulars of Loans, Guarantee or Investments

Details of loans, guarantees or investments made by your Company under section 186 of the Act' during the financial year 2020-21 are appended as Annexure - I to this report.

Material Changes and Commitments

Although the operating cash flow was affected during immediate post lock down period, normalcy has returned in the business operations of the Company on lifting of trade restrictions imposed due to COVD- 19 pandemic. The Board does not see incremental risk of recoverability of Assets (inventory, receivables etc.) taking into account the measures to mitigate the risks. The Company does not foresee any significant impact on the business due to non- fulfilment of obligations by any party in future. Directors do not foresee any significant impact on internal financial control due to COVID-19 pandemic situation. However, any further trade restrictions imposed by the government to curb the pandemic will hamper the normal cycle of operations which might affect the operating cash flows impact of which is difficult to predict at this stage.

Your Directors confirm that there were no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year i.e. 31st March 2021 and the date of this report.

Employee Relations

The Company employed around 3462 individuals as permanent employees across its gardens and offices who share a passion for excellence. The key attributes that excelled their performance are knowledge base, expertise and experience. The Employee Relations remained harmonious throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year.

Other declarations

Your Directors state that during the year under review:

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

b. The Company made no scheme or provision of money for the purchase of its own shares by Employees/ Directors or by Trustees for the benefit of Employees/Directors.

c. The Company did not issue any equity shares with differential rights as to dividend, voting or otherwise; and

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

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B & A Ltd Company Background

Anuradha FarleySomnath Chatterjee
Incorporation Year1915
Registered OfficeIndu Bhawan,Mahatma Gandhi Road
Jorhat,Assam-785001
Telephone91-0361-2228289/2224516/2226618,Managing Director
Fax91-0361-2224515
Company SecretaryD Chowdhury
AuditorGhosal Basu & Ray
Face Value10
Market Lot1
ListingBSE,
RegistrarMCS Share Transfer Agent Ltd
12/1/5 Manoharpukar,Road Ground Floor, ,Kolkata-700026
383 Lake Gardens ,1st Floor , ,Kolkata-700045

B & A Ltd Company Management

Director NameDirector DesignationYear
D Chowdhury Company Secretary 2020
Basant Kumar Goswami Independent Director 2020
Somnath Chatterjee Managing Director 2020
Amit Chowdhuri Director 2020
Rajkamal Bhuyan Independent Director 2020
Anjan Ghosh Independent Director 2020
Anuradha Farley Chairperson 2020
Bhramar Kumar Mahanta Director 2020
Robin Aidan Farley Director 2020
Simeen Hoosain Director 2020
Himangshu Sekhar Das Addtnl Independent Director 2020
Amit Kiran Deb Addtnl Independent Director 2020
Mou Mukherjee Addtnl Independent Director 2020

B & A Ltd Listing Information

B & A Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Tea Kg 000132.15
Income from Services NA 0000

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