Directors Report of B&A Packaging India Ltd.

Mar 31, 2025

Your Directors are pleased to present the Thirty-Ninth Annual Report of B & A Packaging India Limited (‘the Company’) together with the audited financial statements of the Company for the year ended 31^st March 2025.

FINANCIAL RESULTS

The financial performance of the Company is set out below:

(Rs. in Lakhs)
Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Revenue from Operations	13,099	12,879
Other Income	177	110
Total Income	13,276	12,989
Total Expenditure after adjustment of increase/decrease of stocks	11,675	11,264
Profit from operations before Depreciation, Finance Cost and Tax	1,601	1,725
Depreciation	189	186
Finance Cost	46	78
Profit before Tax	1,366	1,461
Provision for Tax
Current Tax	399	370
Income Tax for earlier years	--	--
Deferred Tax	(16)	(54)
Profit for the year	983	1,145

STATE OF COMPANY’S AFFAIRS

Revenue from operations for the year under review was marginally higher by 1.71% over previous year. Profit before Tax was lower by 6.51% over the previous year. The Earnings per Share (EPS) for the year stood at Rs. 19.82 which was lower by Rs. 3.26 than previous year’s level.

REVIEW OF MARKET, BUSINESS AND OPERATIONS

Your Company manufactures precision paper sacks and flexible laminates in its two manufacturing divisions at Balasore, Odisha. Our offering from the sacks division cater to the packaging needs of tea,

food, agricultural and other industrial products manufacturing units. The flexible unit has been maintaining a strong business development pipeline into sectors like fresh and frozen food, beverages, dairy products, pharmaceuticals, snacks and confectioneries.

During the year under review, your company recorded marginal increase in the overall turnover. While paper sacks division recorded a reduced turnover, flexi division could achieve a higher turnover. Due to effective material management, overall percentage of consumption cost was lower. The rise in the employment cost during the year under review was

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Management Discussion and Analysis forms part of this report and is attached as Annexure-1. This section provides a comprehensive overview of the industry landscape, key economic and future trends, and the Company’s operational performance during the financial year under review.

Corporate Initiatives, Works and Technology

Innovation is a key driver to your Company’s growth. As the Company continues to invest in technology driven innovation, the marketing team alongwith divisional heads successfully blend their knowledge in paper technology, polymer science, conversion

mainly due to steep rise in the rate of contractual labour announced by the local government. Although costs under certain heads had increased, due to effective cost control measures adopted by the Company, expenditure under many heads were kept under control during the year under review. The Company could maintain its profitability almost at par previous year’s level during the year under review.

SEGMENT WISE PERFORMANCE REVIEW

Focused approach on the growing flexible laminate business continued to pay good dividends. Flexible laminate business accounted for 38.77% of the total revenue for the year under review. The total revenue in the paper sack division decreased by 0.90% of the total revenue for the year under review. The overall turnover of the Company was higher by 1.71% on Y-o-Y basis. The summarised divisional results are set out below:

Particulars	Paper Sacks		Flexible Laminates
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	8,020	8,093	5,079	4,786
Profit before tax	1,023	1,172	448	367

processes and engineering solutions into creativity and innovations which has led to our superior product offerings. This creativity and innovation have been our key focus and driving force for our competitive advantage and growth over the years.

We have initiated up a series of modernization programme in our plants at Balasore during the last couple of years like installation of new poly plant with accessories in flexi unit, new dyer unit in paper sacks division, which has led to superior product offerings. Likewise, installing the new Tuber and Bottomer machines in the paper sacks division in the last FY has started paying good dividend. Installation of these machines have resulted in significant reduction in cost and increased output.

Since your Company has been investing in new and improved technology while upgrading its existing facility with new tools to ensure best-in-class product is delivered, the new machineries and underlying technology are preferred processes due to high print quality, quick job changeovers, ease in use and higher production speed.

Your Board of Directors aims to endure to its ambitious modernization plan. Your Company is continuously strengthening its distribution channels to execute higher quantum of orders at minimum lead time delivery and adding new customers.

Finance

Focused capital allocation and steady cash flows due to effective cost control and faster realization of debtors resulted in rigid control over the finances of your Company. Strict working capital controls resulted in minimal impact on interest burden despite increase in the rate of interest in the bank borrowings. Directors are pleased to inform you that the Company continues to enjoy CRISIL BBB/Stable rating.

Information Technology

Your Company has always been adopting latest technology and staying tuned with the changes in information technology eco-system which has become our DNA and ingrained in all our actions. At B & A Packaging we use sales and service network, supply chain, human resources and finance dashboards which analyses data and provides meaningful insights data to improve efficiency. The

next important activity is ‘Cyber Security’ to ensure protection of our eco-system from unethical hackers. Cyber security is best dealt with by creating awareness and security readiness. The company has undertaken a series of mandatory cyber security program for its employees which will enhance user awareness regarding cyber security.

Key risk areas to which your company is exposed include:

^ Escalation in raw material prices

* Currency volatility

^ Global/Economic downturn/War

* Competition

^ Wage increases

* Information Security Risk SHARE CAPITAL

During the year ended 31^st March, 2025 there was no change in the issued, subscribed and paid-up share capital of the Company. The paid-up share capital as on 31^st March, 2025 stood at Rs. 4,96,05,000 divided into 49,60,500 number of Equity Shares of Rs.10/- each.

DEPOSIT

Your Company did not accepted any deposits from public in terms of provisions contained in Chapter V of the Companies Act, 2013 during the year under review.

TRANSFER TO RESERVES

The Board does not propose any amount to be transferred to the reserves.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year under review, the Company has altered and amended the objects clause of the Memorandum of Association of the Company to include the following areas of operation:

1. To carry on the business of cultivation, manufacturing and trading of teas and coffee.

2. To invest funds singly or jointly with group/other companies for acquisition and running of tea estates.

3. To establish and carry on as a going concern business of Resorts, Hotels and Restaurants, for the purpose of selling, marketing, blending and packaging of all types of teas and other beverage items.

4. To export/import paper and plastics to/from all countries as may be permitted.

DIVIDEND

The Board has recommended a final dividend of 10% i.e. Re.1 per equity share of Rs. 10 each in the Company for the financial year 2024-25. The distribution of dividend will result in payout of Rs. 49,60,500 before deducting tax at source, if approved by the Shareholders in the ensuing Annual General Meeting (‘AGM’) of the Company.

DIRECTORS

As on 31^st March 2025, the Directorate of the Company consists of nine directors, four of them are independent. The composition of the directorate is in conformity with the provisions of the Companies Act’ 2013 (the Act’) allied rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

During the year under review, Mr. Robin Aidan Farley (DIN-08217522) was appointed as Non-Executive Director (Additional Director) on the Board with effect from 24^th May 2024 and his office of Directorship was regularized by the Members of the Company in the Annual General Meeting held on 17^th August, 2024. Mr. Parthapratim Sengupta (DIN-08273324) resigned from the position of Independent Director of the Company with effect from 1^st November, 2024 along with his membership in various committees of the board. The Board records the valuable contributions made by Mr. Parthapratim Sengupta during his tenure of Independent Directorship and wishes him success in his future endeavors.

The Board in its meeting held on 5^th February 2025 appointed Mr. Arvind Parasramka (DIN-01081588) as a Non-Executive Director (Additional Director) of the Company liable to retire by rotation and Mr. Gauri Prosad Sarma (DIN-09107885) as an Independent Director (Additional Director) of the Company and their respective office of Directorship

was regularised by the Members of the Company in the Extraordinary General Meeting held on 18^th March 2025. Further, the members of the Company, as per recommendation made by the Nomination and Remuneration Committee and the Board, approved the change in designation of Mr. Anjan Ghosh (DIN-00655014) from Non-Executive Independent Director to NonExecutive Non-Independent Director of the Company liable to retire by rotation w.e.f. 6^th February, 2025.

By virtue of section 152 of the Companies Act, 2013 Mr. Dhruba Jyoti Dowerah (DIN-07432518) and Mr. Robin Aidan Farley (DIN-08217522) retires by rotation at the forthcoming Annual General Meeting (AGM) of the Company and being eligible offers themselves for reappointment.

None of the Directors on the Board as on 31^st March 2025 was debarred or disqualified from being appointed or continuing as Directors by the 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-2 and forms part of this report.

KEY MANAGERIAL PERSONNEL

During the financial year under review, Mr. Debdip Chowdhury resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. 6^th November, 2024 and Mr. Anupam Ghosh was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 8^th November, 2024. Mr. Somnath Chatterjee, Managing Director, Mr. Anupam Ghosh, Company Secretary and Mr. Goutamanshu Mukhopadhyay, Chief Financial Officer, held the position of key managerial personnel (KMP) in terms of section 203 of the Companies Act, 2013 as on 31^st March, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors had given declaration to the Company certifying their independency in terms of section 149(6) of the Act’, and the same were placed and noted by the Directors present in the meeting of the Board held on 23^rd May 2025.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

In terms of section 134(3) of the Act’ read with Listing Regulations, the Company had laid down the criteria for reviewing the performance of its Board of Directors, Committees of the Board and individual Directors. The evaluation process of Directors inter alia included attendance of the Directors at Board and Committee meetings, acquaintance with business, communicating interse board members, effective participation in meetings, domain knowledge and compliance with code of conduct, vision and strategy.

The evaluation process and criteria for evaluating the performance of the Directors are available in detail at the website of the Company at the following web-link: https://www.bampl.com/pdf/policy/ nomination-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 23^rd May 2025. The Board in the same meeting evaluated performance of the individual Directors on the basis of recommendations made by the respective Committee.

MEETINGS OF THE BOARD OF DIRECTORS

The particulars of the meetings of the Board of Directors held during the financial year ended 31^st March 2025 have been furnished under para 1.4 of the Corporate Governance Report forming part of the Annual Report.

MEETING OF THE INDEPENDENT DIRECTORS

In terms of section 149 of the Act’ read with schedule IV of the said Act’, a separate meeting of the Independent Directors of the Company was held on 5^th February 2025.

COMMITTEES OF THE BOARD

The Board had constituted ‘Audit Committee’, ‘Nomination and Remuneration Committee’, ‘Stakeholders Relationship Committee’ and ‘Share Transfer 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.

NOMINATION AND REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Company had formulated a comprehensive Nomination and Remuneration Policy (“NRC Policy”) that outlines the key principles for evaluating the integrity, qualifications, expertise, and experience of individuals considered for appointment as Directors, Key Managerial Personnel (KMPs), and Senior Management Personnel (SMPs). The primary objectives of the NRC Policy are:

(i) To ensure that the appointment and removal of Directors, KMPs, and SMPs are in strict compliance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations;

(ii) To establish clear criteria for evaluating the performance and determining the remuneration of Directors, KMPs, and SMPs;

(iii) To adopt industry best practices for attracting and retaining top talent; and

INTERNAL FINANCIAL CONTROL

The Company had a proper and adequate Internal Control System commensurate with the size, scale and complexity of its operations to ensure efficient usage and protection of the company’s resources, accuracy in financial reporting and due compliance of statutes and procedures. The Internal Financial Control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by an external firm of Chartered Accountants manned with trained professionals appointed by the Board on recommendation made by the Audit Committee. The pre-audit and post-audit checks and reviews were carried out to ensure follow-up on the observations made by the audit team. The Audit Committee in its periodic meetings review and the internal audit reports, progress in implementation of their recommendations and adequacy of internal control systems.

During the year, as part of control assurance process, the financial controls were reviewed by the Audit Committee in line with the guidelines issued by ICAI on internal financial controls and found satisfactory in design and operational effectiveness. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on the financial reporting process in their report.

STATUTORY AUDITORS

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata (FRN-315080E) were reappointed as Statutory Auditors of the Company for a second term of five years in the Annual General Meeting of the Company held on 1^st September 2022.

During the financial year under review, the Board of Directors of the Company appointed M/s. SBA Associates, Chartered Accountants, 27, Mirza Ghalib Street, 5^th Floor, Kolkata-700016 as Statutory Auditors of the Company, arising out of casual vacancy caused in the office of Statutory Auditors of the Company due to merger of M/s. Ghosal, Basu & Ray, Chartered Accountants with M/s. SBA Associates, Chartered Accountants w.e.f. 1^st January, 2025 to hold the office of the Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors on recommendation of the Audit Committee proposed to appoint

(iv) To promote diversity within the Board.

The Policy also provides a framework for conducting effective performance evaluations of the Board, its Committees and individual Directors, which may be carried out by the Board itself, the Nomination and Remuneration Committee, or an independent external agency, along with a mechanism to monitor implementation and compliance. It is noteworthy that there were no changes to the NRC Policy during the year under review.

The said policy is available at the website of the Company at the following web-link: https://www.bampl.com/pdf/policy/nomination-remuneration-policy.pdf.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act’, your Directors state that:

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

b. 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 the Company as at 31^st March 2025 and of the profit of the Company for the financial year ended 31^st March 2025;

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

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

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

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

M/s. Salarpuria & Partners, Chartered Accountants (FRN-302113E) as Statutory Auditors of the Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting to be held for the F.Y. 2024-25 till the conclusion of the 43^rd Annual General Meeting to be held for the F.Y. 2029-30 in place of the outgoing Auditors. The Auditors had confirmed their eligibility and that they were not disqualified from holding of office of Statutory Auditors of the Company.

The report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31^st March 2025 forms part of the Annual Report. There was no qualification, reservation, adverse remark or disclaimer in the report.

MAINTENANCE OF COST RECORDS AND COST AUDITORS

During the year under review the Company had maintained adequate cost accounts and records as specified under Section 148(1) of the Act’ with respect to flexible packaging business.

M/s. Mou Banerjee & Co., Cost and Management Accountants (FRN-000266) were appointed as Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31^st March 2025. 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 Listing Regulations for the financial year 2024-25. The Secretarial Audit Report is attached with the Board Report as Annexure-3. Necessary clarification to the observations made by the Secretarial Auditors in their report has been furnished in para 5.3 of the Corporate Governance Report which forms part of the Director’s report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. T. Chatterjee & Associates, a Firm of Practicing Company Secretaries to conduct Secretarial Audit of the Company for a period of 5 years from the conclusion of the ensuing Annual General Meeting

to be held for the F.Y. 2024-25 till the conclusion of the 43^rd Annual General Meeting to be held for the F.Y. 2029-30. The Auditors had confirmed their eligibility and that they were not disqualified from holding of office of Auditors of the Company.

None of the Auditors of the Company had reported any fraud as specified under the second proviso of section 143(12) of the Act’.

COMPLANCE WITH CORPORATE GOVERNANCE NORMS

In terms of appropriate provisions of the Listing Regulations, a certificate from a Practicing Company Secretary on compliance of Corporate Governance Norms is attached with the Directors’ Report as Annexure-4 and forms part of the Annual Report.

PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

The Board had adopted a policy on related party transactions to determine the materiality of transactions with related parties and strategy for dealing with the same. The policy is in conformity with Regulation 23 of Listing Regulations and has been reviewed and renewed by the Board of Directors from time to time.

The said policy is available at the website of the Company at the following web-link: https://www.bampl.com/pdf/policy/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 with related parties entered into by the Company during the financial year under review in form AoC-2 is attached as Annexure - 5 and forms part of the Director’s Report.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company did not give any loan or provided any guarantee or made any investments which were covered under section 186 of the Companies Act, 2013 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) initiatives of the Company were directed by the Board. Our people-centric initiatives are expanded through our Corporate Social Responsibility journey where we focus on child education, health care, women

empowerment, sports and community development in addition to many other programs for the communities around us.

The CSR Policy of the Company as approved by the Board of Directors is available at the website of the Company at the web-link: https://www.bampl.com/ pdf/policy/policy-on-csr.pdf.

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 activities containing brief outline of the CSR policy, CSR initiatives undertaken and expenditure made during the year under review is attached as Annexure - 6 and forms part of the Director’s Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as envisaged in section 134(3) of the Act’ read with Companies (Accounts) Rules, 2014 is attached as Annexure - 7 and forms part of this report.

ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^st March 2025 in the prescribed draft format in accordance with the Act’ is available at the website of the Company at the following web-link https://www.bampl.com/annual-return.html.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In terms of section 177(10) of the Act’ read with Regulation 22 of the Listing Regulations, your Directors had adopted a Vigil Mechanism/Whistle Blower Policy to report and deal with genuine concern raised by a whistle blower. The said policy has been posted at the website of the Company and is available at https://www.bampl.com/pdf/policy/vigil-mechanism.pdf. Contact details of the vigilance officer is also available at the website of the Company. During the year under review, no complaint was reported under the policy.

PREVENTION OF INSIDER TRADING

The Company had adopted a Code of Conduct for Prevention of Insider Trading as amended from time

to time with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the shares and prohibits the purchase or sale of shares of the Company, by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there was no material changes and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read with circulars and notifications issued there under, all the shares in respect of which dividend has not been paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund (IEPF) within stipulated dates.

The unpaid and unclaimed dividend amount lying in the Unpaid Dividend Account becomes due to be transferred to Investor Education & Protection Fund (“IEPF”) after a period of 7 (seven) years.

A detailed disclosure with regard to the IEPF during the year under review forms part of the Report on Corporate Governance.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review.

DISCLOSURE UNDER PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company had adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder. Internal Complaints Committee (ICC) was set up to redress and resolve complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) were covered under this Policy. During the year under review, no complaints with allegations of sexual harassment were filed.

SECRETARIAL STANDARDS

The Company had in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems were adequate and operated effectively during the year under review.

EMPLOYEE RELATIONS

One of the key strength of your company is its people. The Company employed around 156 individuals as permanent employees across its works and offices who share a passion for excellence. The key attributes that excelled their performance are knowledge base, expertise and experience. Human Resource (HR)

policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and motivating employees at all levels. Employee relations remained cordial 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 constant hard work, solidarity, cooperation and dedication under difficult circumstances which had ensured steady growth and progress of the Company over the years.

OTHER DISCLOSURES

Your Directors state that during the year under review:

a. 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.

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

APPRECIATION

Your Directors wish to place on record their sincere thanks and appreciation to all customers, suppliers, bankers, authorities, members and associates of the Company for their co-operation and support at all time.

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Mar 31, 2024

Your Directors are pleased to present the Thirty-Eighth Annual Report of B & A Packaging India Limited (''the Company'') together with the audited financial statements of the Company for the year ended 31st March 2024. The highlights of the financial results are set out below.

FINANCIAL RESULTS

The summary results are set out below :		(in Rs. lac)
Particulars	Year ended 31st March 2024	Year ended 31st March 2023
Revenue from Operations	12,879.18	13,151.90
Other Income	109.90	118.74
Total Income	12,989.08	13,270.64
Total Expenditure after adjustment of increase/decrease of stocks	11,264.29	11,563.60
Profit from operations before Depreciation, Finance Cost and Tax	1,724.79	1,707.04
Depreciation	185.88	205.33
Finance Cost	77.70	141.38
Profit before Tax	1,461.21	1,360.33
Provision for Tax
Current Tax	370.00	396.00
Income Tax for earlier years	--	37.84
Deferred Tax	(53.64)	83.27
Profit for the year	1,144.85	843.22
Revenue from operations for the year under review was lower by 2.07% over previous year. PBT was higher by 7.42% over the previous year. The Earnings per Share (EPS) for the year stood at Rs. 23.08 which was higher by Rs. 6.08 than previous year''s level.

REVIEW OF MARKET, BUSINESS AND OPERATIONS

Your Company manufactures precision paper sacks and flexible laminates in its two manufacturing divisions at Balasore, Odisha. Our offering from the sacks division cater to the packaging needs of tea, food, agricultural and industrial product manufacturing units. The flexible unit is able to maintain a modest business development pipeline through import substitution in sectors like

fresh and frozen food, beverages, dairy products, pharmaceuticals, snacks and confectioneries.

The Indian packaging industry in 2024 faced multitude of challenges stemming from global influences such as environmental concerns, geopolitical conflicts, inflation, social issues, legal challenges and extended producer responsibility. These pressures forced the packaging sector to chart new and more challenging routes to market, compelling businesses to adapt and innovate in response to the changing business

landscape. Economic uncertainty and rising costs of goods prompted customers to reconsider budgets and discretionary spending. In response, brands across various categories utilized messaging, technology and retail strategies to demonstrate how packaging innovations could help consumers stretch their budgets. Despite these efforts, many businesses experienced a decline in revenue during the year under review compared to the previous year. Even those players deemed as ''winners'' in the industry couldn''t avoid the impact of a year full of adversities.

Excessive increase in the prices of key raw materials in the previous financial year, specially that of imported papers, alongwith container crisis due to China''s strict COVID-19 policy was expected to impact the consumption cost of the sacks division of your Company in FY 23-24. However, due to decrease in the procurement price of paper in the year under discussion alongwith revision of selling prices of the products of the Company resulted healthy Operating Profit Margin (OPM) in this division. The Company maintained competitive product pricing amidst strict competition and avoided sectors offering bleak margin. The year remained challenging with respect to finance cost due to continuous increase in the benchmark interest rates. However, strict control over working capital resulted drop in overall finance cost. The new tuber and bottomer machines which were commissioned last year geared up production in the paper sacks unit. As a result, turnover of the unit had increased by 15 % on Y-o-Y basis. However, your Company could not take full advantage of the increased capacity as during the 2nd half of the year the indigenous market was depressed with recessionary trend in the European Union which resulted in increased competition by global sack exporters. Further, inspite of availability of inventory at competitive prices, the challenge of cost cutting approach adopted by the customer of the sacks division throughout the year abstained the Company from procuring orders from some of the existing customers, particularly from tea clients.

The decrease in turnover in the flexi division arose due to intense competition arising out of sizable capacity addition in this sector over past two years which over flooded the market. This further led to sharp decline in the quality offered by the unorganized players and market remained very unstable throughout the year. Further, the Company faced volume contraction in the Marine segment and

challenges of cost cutting approach by some key customers. Despite registering lower output, your Company could maintain healthy OPM in this division by augmenting high growth sectors and viable pricing of its products.

Your Company faced challenges over the last couple of years due to continued increase in material and freight cost in post COVID-19 Pandemic environment with knock-on effect of Ukraine war which led to a drop-in margin but we are clearly coming out of all this and strongly. Your Directors remain committed to continuous improvement so as to deliver sustained and profitable growth. Your Company will continue to focus on margin improvement through product optimization and cost efficiency. Your Company''s continuous journey in navigating with the mitigation plans and prioritizing service to the customers over the cost will definitely lead to long term benefit to our stakeholders.

Segment wise Performance Review

Paper sacks business regained its growth momentum in FY23-24 after facing volume contraction in FY 22-23. Paper sacks sales accounted for 62.84% of the total revenue for the year under review which reflects improvement on 9.2 basis points in the share of total revenue. Sales in the flexi business impacted owing to market realisations remaining submissive due to sizeable supply overflow. Revenue dipped by 21.85% on Y-o-Y basis in this division. The summarized divisional results are set out below:

Particulars	Paper Sacks		Flexible Laminates
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations	8092.70	7027.42	4786.48	6124.48
Profit before tax	1172.11	982.28	366.80	519.43

PAPER SACKS 2023-24

There has been a significant growth in the paper sacks division compared to the previous year. Recent advancements in ultrasonic sealing for valve-type paper sacks have allowed us to regain lost market shares, particularly in the carbon black sector. In response to stricter environmental regulations, organizations are transitioning to cleaner packaging

methods and investing in high-quality packing machines equipped with ultrasonic sealers for bag sealing. In the current business landscape, our patented ultrasonic sealing valves in paper sacks have positioned us favorably with these organizations. Furthermore, there is a noticeable trend among organizations towards reducing plastic usage following EPR regulation. Several leading brand owners have already adopted paper pouches for select FMCG products, and we are actively engaged in developing similar packing materials for other clients with similar preferences.

However, this season saw a decline in the volume of tea sack sales due to reduced tea production in many gardens. The upward trend in the price of paper sacks, driven by raw material price hikes prompted some buyers to transition their packaging to PP bags or lower-quality paper sacks available in the market. Similarly, the decrease in industrial sack sales can be attributed to raw material price hikes. To mitigate the impact of these price increases, we are implementing measures to automate the processes and reduce manufacturing costs. Additionally, we have several R&D projects underway to introduce innovative products that will not only capture market interest but also explore new market opportunities.

FLEXIBLE LAMINATES 2023-24

Flexible division turnover dipped due to tough competition in this segment which emancipates from the robust growth of capacity increase by giant players in this field factorizing the technological development. The recent euphoria of e-commerce in India leads to huge increase in usage of packaging material at a cheaper price. This division needs some major overhaul in its plant facilities to cope up with the competition and your company has already assessed the situation and looking after a profit driven expansion. The Company has shifted into focus from larger customers to medium and small customers. The strict quality consciousness of large players and recent technological development in core machineries required for the industry have limited the scope of market penetration.

Corporate Initiatives, Works and Technology

Innovation is a key driver to your Company''s growth. As the Company continues to invest in technology driven innovation, the marketing team alongwith

divisional heads successfully blend their knowledge in paper technology, polymer science, conversion processes and engineering solutions into creativity and innovations which has led to our superior product offerings. This creativity and innovation has been our key focus and driving force for our competitive advantage and growth over the years.

As we have geared up a series of modernization programme in our plants at Balasore during the last couple of years, like installation of new poly plant with accessories in flexi unit, new dyer unit in paper sacks division, which has led to superior product offerings. Likewise, installing the new Tuber and Bottomer machines in the paper sacks division in the last FY has started paying good dividend. Installation of these machines have resulted in significant reduction in cost and increase in efficiency.

Since your Company has been investing in new and improved technology while upgrading its existing facility with new tools to ensure best-in-class product is delivered, the new machineries and underlying technology are preferred processes due to high print quality, quick job changeovers, ease in use and higher production speed. The Company has acquired patent in two of its indigenously developed processes deployed in the paper sacks unit.

During the year under review your Company continued to invest in facilities in its two units like installing new factory shed in paper sacks unit, revamping entire storage facility in flexi unit and upgrading its machines and processes.

Your Board of Directors aims to endure to its ambitious modernization plan. Your Company is continuously strengthening its distribution channels to execute higher quantum of orders at minimum lead time delivery and adding new customers.

Accreditations

The Company has been accredited with British Retail Consortium (BRC: lop) which is acknowledged as a global benchmark for food safety for its facilities at Balasore factory besides holding ISO accreditations (DNV) in environmental, food safety and quality systems.

Finance

Focused capital allocation and steady cash flows resulted in rigid control over the finances of your Company. Strict working capital controls resulted in minimal impact on interest burden despite increase

in the rate of interest in the bank borrowings. The consolidated net debt at the end of FY 24 was Rs. 275.64 lac. The Company met its financial commitments in servicing its debt and repayment thereof in timely manner. Directors are pleased to inform you that the Company continues to enjoy CRISIL BBB/Stable rating for its long term bank borrowings.

Information Technology

Your Company has always been adopting technology and staying tuned with the changes in information technology ecosystem which has become our DNA and ingrained in all our actions. The recent global pandemic, supply and logistic disruptions, soaring inflation and crude and forex volatility have taught us the importance of being prepared for uncertainties and significance of swift decision making. These can be achieved by being future-ready by adopting technology transformation and data mining. At B & A Packaging, we use sales and service network, supply chain, human resources and finance dashboards which analyses data and provides meaningful reports to improve efficiency. The next important activity is ''Cyber Security'' to ensure protection of our ecosystem from unethical hackers. Cyber security is best dealt with, by creating awareness and security readiness. The Company has undertaken a series of mandatory cyber security program for its employees which will enhance user awareness regarding cyber security.

INDUSTRY STRUCTURE AND DEVELOPMENTS

Highlights of FY 23-24

Paper based packaging

^ India''s organized paper packaging Industry sustained its growth momentum, with revenue printing 14-16% higher this fiscal after ~35% growth in fiscal 2022 (which, in turn, was on a low base created in fiscal 2021 by the impact of the first wave of the pandemic).

* This growth, which is volume driven, pushed up utilization levels of players to near-optimal levels, spurring capacity addition via de-bottlenecking and new plants.

* The prices of the key raw material i.e. domestic and imported paper had stabilized in the fiscal under review after witnessing major leap during last couple of years. On the other hand, prices

of imported pulp, a lesser-used raw material, have been continuously rising in the last three fiscals.

* Three factors i.e. stable paper prices, higher realisations and better operating leverage had offset impact of costlier power, fuel and freight charges. As a result, operating profitability of the packaging players is expected to recover to the pre-pandemic level of 17-18% during the fiscal under review. Healthy cash generation ensured debt metrics remain comfortable, keeping credit profiles stable.

^ Companies in paper packaging market increased in number as well as capacity as they focused on sustainable packaging solutions that met consumer demands. The increasing trend of online retail and environmental regulations on non-biodegradable and non-recyclable packaging solutions has progressively created a massive demand for eco-friendly paper packaging solutions.

Flexible Packaging

^ Sizeable capacity addition over past two fiscals and the resultant oversupply beat down profitability of Indian Flexible Industry to decadal low 8% during the fiscal under review. Additionally, the weakness in export demand contributed to the dent in profitability. Revenue is estimated to decline 3-5% as realisations remain subdued due to supply glut. Further, the abundant usage of non-recyclable, nonbiodegradable plastic packaging solutions restricted the market growth.

^ While food packaging, pharmaceuticals and personal care segments helped to keep domestic demand resilient, exports recovered slowly by the end of the fiscal. Demand-supply balance is expected to improve gradually over the next 6-12 months provided no major capacity comes this fiscal and next financial year. Given these dynamics, volume-growth is expected to be moderate at 5-6% in the coming fiscal.

* On the supply side, raw material prices typically followed the crude price movement. The average raw material prices in the current fiscal is expected to remain lower compared to previous fiscals and the same will impact the realisations.

Outlook and Prospects

^ The Flexible packaging industry has historically seen cycles of capacity addition and oversupply. In the last fiscal, capacity addition crumpled the industry''s operating margin to 10.5% on an average from 18-20% seen during Pandemic. As stated earlier, domestic demand and exports being recovering gradually, fiscal 24 might see some improvement over the last fiscal. On the backdrop of stagnant revenue performance in the last fiscal, the manufacturers will rely on balance sheet liquidity to sail through this cyclical downturn. Given these dynamics, volume-growth is expected to be moderate at 5-6% in the current fiscal as retail sector remains the main growth driver for flexible packaging.

* In coming years, the traditional packaging is likely to be replaced by flexible packaging solutions like high barrier films and stand up retort parcels may challenge rigid pack formats like metal tins and glass jars for a wide range of food products provided, these are offered to the customers in aesthetic, attractive and cost effective mode.

^ After having a good performance-year, the paper packaging industry in the current FY may witness continued healthy prospects and cash generation along with phased capacity expansion which will ensure debt metrics remain at comfortable levels over the medium term. However, inflationary headwinds and movement in the prices of key raw materials such as imported paper and pulp, and currency will bear watching.

* Industrial paper sacks market is anticipated to record a compounded annualized growth rate of 4.2% during a forecast period of 2024-29. The expanding market''s attributes come from the rising environmental concerns, soil friendly products, plastics bans and biodegradable solutions. The other major reasons for the growth of the sector are rapid industrialization and global expansion of food and beverage outlets.

COMPANY OUTLOOK AND PROSPECTS

As stated earlier, your Company has been facing multiple challenges over the last couple of years and are coming steadily out of all this. We will continue to focus on margin improvement through product optimisation and cost efficiency. With supply chain

easing, the Company aims to optimize capital allocation by reducing inventory sharply and further spreading its assets. Your Company will continue its focus on customer conversion to sustainable solutions, making B & A Packaging even more sustainable. Your Company has developed a longterm strategy driven by a 4X4 mantra for growth that aims to deliver profitable growth:

4 C''s - where we will win:

• Category- Drive growth in FMCG, Confectionery and Industrial business

• Customer- Go for all India as well as Regional customers

• Country- Build wallet share in key business areas all over India

• Cost- Harness ''fuel for growth’

Our 4 enablers - how we will win consists of:

• An ambition driven innovation program

• Bold sales and marketing to scale new growth opportunities

• Digital transformation to make B & A Packaging future ready

• Build one B & A Packaging culture to foster cross-fertilization of ideas and promote horizontal collaborations across regions.

OPPORTUNITIES, RISKS AND CONCERNS

As it was mentioned in the last Annual Report, your Company continues to invest in new and improved machinery while upgrading its existing facility because it is the preferred process for paper based packaging and flexible laminated printing. These upgradations have enabled us:

• Quick job changeovers

• Higher print quality

• Ease to use for value adding decorations

• Higher production efficiency.

As the packaging industry is increasingly becoming technology oriented with innovations driving the market, the efforts of your Company have been directed towards ushering the technology driven innovative platform to increase shelf life and reducing cost of its products. With India emerging as an

organized retail power-house, Indian packaging industry is boosted with enormous growth potential provided the industry could keep itself in the right track with innovative consumer solutions. Given these crescendos, your Company has laid down the three-point long term strategy that will ensure the Company to drive forward-

• Accelerate growth in FMCG business

• Continue with products offering import substitution

• Building wallet share in paper based packaging

• Reducing offtake in low contributory sectors and sustain multi-year projects.

However, as we have been mentioning in our earlier reports, the market is still fragile to frequent fluctuations in raw material prices specially imported papers, escalations in raw material prices will have an adverse impact on OPM. Though the last fiscal witnessed downward movement of prices of crude oil worldwide, any volatile trend in the crude oil and demand for polymers in competing applications will have an increasing pressure on our input costs. Further, growing environmental concerns without adequate backup plan from the Regulators is a hindrance to the long-term growth prospects of the flexible packaging industry. Finally, much to everyone''s relief though this year China lifted its stringent COVID-19 policy, the packaging industry couldn''t get a respite to ease up as prolonged crisis in Ukraine as well and continuing tension in Middle East continues to upset the industry performance in terms of volatile commodity and freight prices as well as fresh supply chain disruptions.

RISK MANAGEMENT

The Board of Directors of the Company (“the Board”) and the Risk Cell constituted with the senior management team led by the Managing Director review the business risks to which the Company is exposed alongwith mitigation measures at periodic intervals. The Risk Management Policy and the constitution of risk cell are available at the Company''s website at : https://www.bampl.com/policy/risk-management-policy. pdf.

Key risk areas to which your Company is exposed include:

Escalation in raw material prices: Your Company continues to identify and establish alternate sources

of supply and alternative materials to effectively manage material cost as well as supply continuity.

Currency volatility : To offset the impact on imported material cost due to exchange rate fluctuations, the Company has policy of systematically hedging of its trade exposures using forward contract wherever possible.

Economic downturn : Proactive supplier and customer engagement are one of the ways that the Company has adopted to minimize risk to business continuity; however, majority of the Company''s products are linked with daily necessity of the consumers and their demand generally are not much impacted with downturn.

Competition : Your Company focuses on superior quality, shorter lead time and higher service levels to keep customer satisfaction high. It also invests in technology driven products/processes to sustain its competitive edge.

Wage increases : Your Company continues to deploy asset productivity improvement initiatives to manage accelerating employee cost.

Information Security Risk : In recent years, remote working models and accelerated adoption of digital technologies have significantly increased vulnerability to data breach and cyber threats. Your Company has adopted a systematic approach integrating processes, technology and people facets that help protect and manage its information through effective risk management.

Compliance issues : Finally, adhering to the evolving packaging regulations poses a challenge for growing businesses due to variations between countries and industry specific norms. Your Company has adopted a system to remain compliant by monitoring updates and implementing quality control norms to meet industry specific standards.

DETAILS OF SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

Details of significant changes in key financial ratios as on 31st March 2024 compared to previous financial year are enclosed as Annexure-1.

TRANSFER TO RESERVES

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

DIVIDEND

The Board has recommended a final dividend of 20% i.e. Rs. 2 per equity share of Rs. 10 each in the Company for the financial year 2023-24. The distribution of dividend will result in payout of Rs. 99.21 lac before deducting tax at source, if approved by the Shareholders in the ensuing Annual General Meeting (''AGM'').

FIXED DEPOSIT

The Company had no outstanding deposit as on 31st March 2024.

DIRECTORS

As on 31st March 2024, the Directorate of the Company consisted of eight directors, six of them are independent. After the untimely demise of Mrs. Anuradha Farley, former Chairman of the Board on 25th November 2023, Mr. Anjan Ghosh, Independent Director was elected as Non-Executive Chairman of the Board with effect from 22nd December 2023. The Board places on record the impeccable performance of Mrs. Farley as a Chairman and valuable contribution made by her in the board process while in Directorate. The composition of the Directorate is in conformity with the provisions of the Companies Act 2013 (''the Act'') allied rules and regulations and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'').

During the year under review, Mr. Parthapratim Sengupta was appointed as Independent Director on the Board with effect from 1st January 2024. Mr. Dhruba Jyoti Dowerah was appointed as Additional Director on the Board with effect from 11th August 2023. The Board in its meeting held on 9th February 2024 appointed Mrs. Mou Mukherjee and Mr. Dipankar Mukherjee as Additional Director (in the capacity of Independent Director) and their respective office of Directorship was confirmed by the Members of the Company in the Extra-Ordinary General Meeting held on 3rd May 2024. The Board in its meeting held on 24th May 2024, as per recommendation made by the Nomination and Remuneration Committee, appointed Mr. Robin Aidan Farley as an Additional Director on the Board with immediate effect. Mr. Farley retires in the ensuing AGM and is eligible for reappointment. Mr. Amit Chowdhuri, Independent Director retired from the

Board on 31st March 2024. The Board records the valuable contributions made by Mr. Chowdhuri in the Board process and wishes him success in his future endeavors.

By virtue of section 152 of the Act'' Mr. Somnath Chatterjee, Director retires by rotation at the forthcoming AGM and being eligible offers himself for reappointment. Mr. Dhruba Jyoti Dowerah, Additional Director retires at the AGM and he is eligible for reappointment.

A brief resume, expertise and shareholding in your Company together with details of other directorships of Mr. Somnath Chatterjee, Mr. Dhruba Jyoti Dowerah and Mr. Robin Aidan Farley are given in the Corporate Governance Section of the Annual Report. Necessary resolutions to reappoint Mr. Chatterjee, Mr. Dowerah and Mr. Farley are embodied in the notice calling the AGM.

None of the Directors on the Board as on 31st March 2024 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.

A certificate in this regard from a Practicing Company Secretary is enclosed as Annexure - 2 and forms part of this report.

KEY MANAGERIAL PERSONNEL

Mr. Somnath Chatterjee, Managing Director; Mr. D. Chowdhury, Company Secretary and Mr. G. Mukhopadhyay, Chief Financial Officer, hold the position of key managerial personnel (KMP) in terms of section 203 of the Act''. There was no change among the KMPs during the year.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the Company certifying their independency in terms of section 149(6) of the Act'', and the same were placed and noted by the Directors present in the meeting of the Board held on 24th May 2024.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

In terms of section 134(3) of the Act'' read with Listing Regulations, the Company had laid down the criteria for reviewing the performance of its Board of Directors, Committees of the Board 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 in meetings, domain knowledge, and compliance with code of conduct, vision and strategy.

The evaluation process and criteria for evaluating the performance of the Directors are available in detail at the website of the Company at the following web-link: https://www.bampl.com/policy/nomination-remuneration-policy.pdf.

The Board evaluated its own annual performance including that of its Committees at the meeting of the Board of Directors held on 24th May 2024. The Board at the same meeting evaluated performance of the individual Directors on the basis of recommendations made by the respective Committee.

MEETINGS OF THE BOARD OF DIRECTORS

The particulars of the meetings of the Board of Directors held during the financial year ended 31st March 2024 have been furnished under para 1.4 of the Corporate Governance Report forming part of the Annual Report.

MEETING OF THE INDEPENDENT DIRECTORS

In terms of section 149 of the Act'' read with schedule IV of the said Act'', a separate meeting of the Independent Directors of the Company was held on 9th February 2024.

COMMITTEES OF BOARD

The Board had constituted ''Audit Committee'', ''Nomination and Remuneration Committee'', ''Stakeholders'' Relationship Committee'' and ''Share Transfer Committee'' of Directors in terms of respective provisions of the Act'' and Listing Regulations.

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 following changes were made in the constitution of the Committees of the Board :

Name of the Committee	Particulars of the Change	Date of the meeting of the Board where the decision was made	Effective date of change
Nomination and Remuneration Committee	Mr. Parthapratim Sengupta and Mrs. Mou Mukherjee, Independent Directors were opted as Members. Mrs. Mukherjee was nominated as Chairman of the Committee.	9th February 2024	1st April 2024
Audit Committee	Mr. Parthapratim Sengupta and Mr. Dipankar Mukherjee, Independent Directors were opted as Members.	9th February 2024	1st April 2024
Stakeholders'' Relationship Committee	Mr. Parthapratim Sengupta, Independent Director was opted as Member.	9th February 2024	1st April 2024
Share Transfer Committee	Mr. Dipankar Mukherjee, Independent Director was opted as Member.	9th February 2024	1st April 2024

NOMINATION AND REMUNERATION POLICY AND PARTICULARS OF EMPLOYEES

The Board of Directors in compliance with the provisions of section 178(3) of the Act'', on recommendation made by the Nomination and Remuneration Committee of Directors formulated the Nomination and Remuneration Policy of the Company. The said policy is available at the website of the Company at the following web-link: https://www. bampl.com/policy/nomination-remuneration-policy.pdf.

The information required under section 197 of the Act'' read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) 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 for inspection by the Members of the Company upto the date of the AGM. Any Member interested in obtaining a copy may write to the Company. Further it is confirmed that there was no employee employed throughout the financial year or part thereof, who has drawn an aggregate remuneration in excess of the remuneration 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(1) of the Companies (Appointment and Remuneration Personal) Rules, 2014 regarding remuneration paid to Directors for the financial year ended 31st March 2024 is given in para 2.2(e) and 2.2(f) of the Corporate Governance section of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(5) of the Act'', your Directors state that:

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

b. 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 the Company as at 31st March 2024 and of the profit of the Company for the financial year ended 31st March 2024;

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

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

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

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

INTERNAL FINANCIAL CONTROL

The Company has a proper and adequate Internal Control System commensurate with the size, scale and complexity of its operations to ensure efficient usage and protection of the Company''s resources, accuracy in financial reporting and due compliance of statutes and procedures. The Internal Financial Control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audit conducted by an external firm of Chartered Accountants manned with trained professionals appointed by the Board on recommendation made by the Audit Committee. The pre-audit and post-audit checks and reviews are carried out to ensure follow-up on the observations made by the audit team. The Audit Committee in its periodic meetings reviews the internal audit reports, progress in implementation of their recommendations and adequacy of internal controls systems.

During the year, as part of control assurance process, the financial controls were reviewed by the Audit Committee in line with the guidelines issued by ICAI on internal financial controls and found satisfactory in design and operational effectiveness. The Statutory Auditors have also given an unmodified opinion on the internal financial controls on the financial reporting process in their report.

STATUTORY AUDITORS

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata (FRN 315080E) were reappointed as Statutory Auditors of the Company for a second term of five years at the Annual General Meeting held on 1st September 2022 and they hold office till the conclusion of the Annual General Meeting of the Company to be held for the financial year 2026-27.

The report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended 31st March 2024 forms part of the Annual Report. There was no qualification, reservation, adverse remark or disclaimer in the report.

MAINTENANCE OF COST RECORDS AND COST AUDITORS

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

M/s. Mou Banerjee & Co., Cost and Management Accountants (FRN 000266) were appointed as Cost Auditors to carry out the Cost Audit of the applicable business of the Company for the financial year ended 31st March 2024. 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 Listing Regulations for the financial year 2023-24. The Secretarial Audit Report is attached with the Board''s Report as Annexure - 3. Necessary clarification to the observations made by the Secretarial Auditors in their report has been furnished in para 5.3 of the Corporate Governance Report which forms 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''.

COMPLANCE WITH CORPORATE GOVERNANCE NORMS

In terms of appropriate provisions of the Listing Regulations, a certificate from a Practicing Company Secretary on compliance of Corporate Governance Norms is attached with the Directors'' Report as Annexure - 4 and forms part of Annual Report.

PARTICULARS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

The Board has adopted a policy on related party transactions to determine the materiality of transactions with related parties and strategy for dealing with the same. The policy is in conformity with Regulation 23 of Listing Regulations and has been reviewed and renewed by the Board of Directors from time to time.

The said policy is available at the website of the Company at the following web-link:https://www.bampl. com/policy/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 with related parties entered into by the Company during the financial year under review in form AOC-2 is attached as Annexure - 5 and forms part of the Director''s Report.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) initiatives of the Company are directed by the Board. Our people-centric initiatives are expanded through our Corporate Social Responsibility journey where we focus on child education, health care, and community development in addition to many other programs for the communities around us.

The CSR Policy of the Company as approved by the Board of Directors is available at the website of the Company at the web-link:https://www.bampl. com/policy/policy-on-csr.pdf.

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 activities containing brief outline of the CSR policy, CSR initiatives undertaken and expenditure made during the year is attached as Annexure - 6 and forms part of the Director''s Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as envisaged in section 134(3) of the Act'' read with Companies (Accounts) Rules, 2014 is attached as Annexure - 7 and forms part of this report.

ANNUAL RETURN

The Annual Return of the Company in draft for the financial year ended 31st March 2024 in the prescribed format in accordance with the Act'' is available at the website of the Company at the following web-link:https://www.bampl.com/annual-return/MGT-7-of-B-&-A-Packaging-India-Ltd-for-the-Financial-Year-2023-24.pdf.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In terms of section 177(10) of the Act'' read and Regulation 22 of the Listing Regulations your Directors have adopted a Vigil Mechanism/Whistle Blower Policy to report and deal with genuine concern raised by a whistle blower. The said policy has been posted at the website of the Company and is available at http://www.bampl.com/policy/vigil-mechanism.pdf. Contact details of the vigilance officer is also available at the website. During the year under review no complaint has been reported under the policy.

MATERIAL CHANGES AND COMMITMENTS

Your Directors confirm that there was no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

EMPLOYEE RELATIONS

One of the key strength of your Company is its people. The Company employed around 153 individuals as permanent employees across its works and offices who share a passion for excellence. The key attributes that excelled their performance are knowledge base, expertise and experience. Human Resource (HR) policies of the Company are focused on developing the potential of each employee. With this premise, a comprehensive set of HR policies are in place, aimed at attracting, retaining and

motivating employees at all levels. Employee relations remained cordial 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 dedicated hard work, solidarity, cooperation and dedication under difficult circumstances which has ensured steady growth and progress of the Company over the years.

OTHER DISCLOSURES

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 give any loan or provided any guarantee or made any investments which were covered under section 186 of the Act''.

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

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

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

APPRECIATION

Directors wish to place on record their sincere thanks and appreciation to all customers, suppliers, bankers, authorities, members and associates of the Company for their co-operation and support at all time.

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Financial Statements for the year ended 31st March, 2014.

OPERATING RESULTS (Rs. In Lakh)

Particulars For the Year For the Year ended 31st ended 31st March,2014 March,2013

Net Sales 4052.25 3089.39

Other Income 17.81 36.26

Total 4070.06 3125.65

Less : Total Expenditure 3533.70 2792.80

Profit before Interest, Depreciation and Tax 536.36 332.85

Less: Interest 221.55 218.62

Profit before Depreciation and Taxation 314.81 114.23

Less: Depreciation 71.38 68.87

Profit before Tax 243.43 45.36

PERFORMANCE REVIEW

With the Indian economy decelerating, growth rates dipped as inflation and interest costs started climbing up. Despite these constraints and the challenging environment, your Company performed well. During the year 2013-14, the gross turnover of the Company has increased to Rs.4422.14 lacs as against Rs. 3402.20 lacs for the previous year ended 31st March, 2013 representing a healthy growth. The Company has achieved higher profit before tax at Rs. 243.43 lacs compared to Rs. 45.36 lacs, during the previous year.

The Gross Turnover of the two divisions of the Company were as under:

(? In Lakh)

Division 2013-14 2012-13

Paper Sacks Division 3634.62 3131.28

Flexible Packaging Division 782.30 260.60

As reported in the last Board report, the initiatives/various measures and vigorous marketing undertaken by your company during the year under review in increasing productivity and efficiency have led to improvement of the operational performance in terms of production, sales and profitability, which is visible from the operational performance for the year under review. Your management will continue their effort in improving the performance of the company to bring back on track by expanding market and concentrating more in value added structure to increase not only volume but also profit margins.

The results of cost reduction initiatives and operational efficiencies will be further visible in the current financial year 2014-15 as your company has continued the initiatives to optimize capacity utilization in both the units.

Paper Sacks Division

During the year under review, the Paper Sacks could achieve growth of more than 15% resulting in better profitability than previous year. However, the quantity of paper sacks sold remained same compared to previous year. Your company has suffered a loss of sale by 50% at carbon black sector due to recession in the Automobile industry which has affected the division in terms of business volume.However the loss has been compensated by sale of higher volume of high value added sacks in other sectors like Chemical, powder paints and attributed significantly toward the over all growth of this division.

Flexible Division

During the year under review, the performance of flexible division was satisfactory and it has achieved higher turnover than previous year. The turnover of Flexible Packaging Division was almost triple compared to the previous year. Your Company could add many new customers during the year under review which has resulted in growth in this segment. However, this Division could not be operated to its optimum level of production capacity due to severe competition and flat demand.

FUTURE OUTLOOK

The Company expects that domestic market for paper sacks and flexible laminate pouches will expand, despite pressure on overall economic growth. The Company is positioned for the anticipated growth in business with an appropriate structure, strategy and capabilities. Your Company is planning to open a representative office in the Baroda, Gujarat where huge market for our brand of Products exists and will help the company to approach the potential customers .It is expected that the turnover of the Company is likely to improve considerably.

The flexible sector has suffered lot due to lesser demand, price undercut and cut throat competition. Many units have closed their operation due to severe loss in this segment. However, your company has focused from volume job at marginal contribution to small but high priced job. During the current year the company has targeted to move on along with medium sized volume at better contribution.

In the present business scenario and despite the fragmented nature of the industry which is dominated by few big players the Company is expecting 10% to 15% growth in its business. The Company is focusing more to capture the market of imported paper sacks for achieving better contribution.

DIVIDEND

Your Directors are pleased to recommend a dividend of 2.5% on the equity shares of Rs.10/- each of the Company for the financial year 2013-14.The distribution of dividend will result in payout of Rs. 12,40,125/- excluding tax on dividend.

DIRECTORS

Dr. Hemendra Prasad Barooah, Chairman of the Company ceased to be director of the company due to sad demise on 31st July, 2013. The Board expresses its profound grief on the sudden demise of Dr. Hemendra Prasad Barooah founder Chairman of the Company and place on record its deep appreciation for the valuable contribution made by him in the Corporate sector and remember his achievements, in the tea and packaging industry and also the contribution made by him during his tenure as Chairman and Whole time Director on the Board of the Company.

Mr. Panchkari Banerjee, Director of the Company ceased to be director of the company due to sad demise on 25th September, 2013. The Board expresses its deep condolences at the sad demise of Mr. Panchkari Banerjee and place on record deep appreciation for the service rendered by him during his tenure as member of the Board.

Mr. Sudipto Sarkar, Director of the Company has resigned from the Board due to personal reasons w.e.f. 2nd September,2013. The Board placed on record its high appreciation for the valuable advice rendered by Mr. Sarkar during his tenure as a director of the Company.

The Board has appointed Mr. Amit Chowdhuri and Mrs. Anuradha Farley as an Additional Directors of the Company w.e.f. 5th November,2013 and 13th November,2013 respectively. Mrs. Farley has also been nominated as Chairman of the Company by the Board of Directors on that date. Pursuant to section 161 of the Companies Act,2013, Mrs. Anuradha Farley and Mr. Amit Chowdhuri will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from two members of the company proposing their appointment as directors of the Company. Mr. Amit Chowdhuri has been appointed as an ''Independent Director'' of the Company by the Board of Directors with effect from 23rd May, 2014 pursuant to provision of sections 149, 150 and 152 read with Schedule IV of the Companies act, 2013 and subject to approval of the members in the ensuing Annual General Meeting.

Mrs. Gargi Barooah, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer herself for re-appointment.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, the relevant details of Directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting are given in the report of Corporate Governance.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee at its meeting dated 23rd May, 2014 has recommended their re-appointment. As required under the provisions of section 139(1) of Companies Act, 2013 & the Companies (Audit & Auditors) Rules 2014,your Company has obtained a written certificate from the Auditors proposed to be re- appointed to the effect that, if the appointment is made it shall be in accordance with the conditions as may be prescribed.

FIXED DEPOSITS

Your Company has not invited or accepted any deposits from the public during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and in case of material departures, proper explanations have been given in the accounts and notes thereon.

- The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities.

- The Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure -A which forms a part of this Report.

ENTERPRISE RESOURCE PLANNING (ERP)

The Company is in the process of upgrading its existing Enterprise Resources Planning (ERP) system which will help the company more to integrates the various functions within the organization and presents in a greater manner with the greater transparency of the transactions. It will further strengthen internal controls, compliances and will help in improving the quality and efficiency of the business operations in future.

The upgraded ERP is expected to put in place strong checks and balances particularly in financial matters ensuring greater transparency.

ACCOLADES & RECOGNITIONS

During the year under review your Company has received some honours which reflect company is growing and is in the right direction. Some of the accolades/recognitions are:

- CRISIL has ranked the Company 22nd position in the East Zone of India in its Unmatched coverage of rating of 351 companies of packaging and mentioned it in its Report under CRISIL Industry Insights.

- Received trophy from Indian Institute of Packaging for contribution in the National Conference of Packaging.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Your Company focuses on environmental management not only to comply with the applicable regulatory regime but also strives to contribute positively to the communities around its operations. The Paper sacks and its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority towards environment protection, occupational health and safety and is committed for this. The Company focus on the conservation of natural resources to the extent possible.

Your Company has received ISO 22000:2005 food grade certificate, ISO 14001- Environment Management System and OHSAS 18001- Occupational Health & Safety Standard certificates. Your Company is also pursuing BRC(British Retail Consortium) IOP, the highest form of auditing process for application in food packaging.

COST AUDIT

The Cost accounts maintained by the company in respect of "Paper sacks and Flexible packaging" is being audited by a reputed firm of Cost Accountant, M/s S. B. & Associates, Cost Accountants appointed by Board of Directors with the approval of the Ministry of Corporate Affairs. The Cost accounting records for the year ended 31st March, 2014 were maintained as per the Companies (Cost Audit Report) Rules, 2011.

INSURANCE

Your Company has taken adequate insurance cover for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 "has been notified on 9th December, 2013. Under the said Act every company is required to set up a Committee to look into complaints relating to sexual harassment at work place of any women employee. In view of the said Act, the Company has formed Internal Complaint Committee.

Your Company has not received any complaints relating to sexual harassment at work place from any women employee, during the year.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

STATUTORY DECLARATION

None of the directors of the Company are disqualified as per the provisions of section 274(1)(g) of the Companies Act,1956. The directors have made necessary disclosures as required under the various provisions of the Act.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co- operation received from Bank, Government Authorities, customers, vendors and other business associates during the year under review and thank the Members for the confidence they have reposed in the Company and its management.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Anuradha Farley

Chairman

Date : 23rd May, 2014 Place: Kolkata

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the audited accounts for the year ended 31st March, 2013.

OPERATING RESULTS

(Rs. In Lakh)

Particulars For the Year For the Year ended 31st ended 31st March, 2013 March, 2012

Net Sales and Other Income 3125.65 2955.48

Less : Total Expenditure 2792.80 2571.36

Profit before Interest, Depreciation and Tax 332.85 384.12

Less: Interest 218.62 116.93

Profit before Depreciation and Taxation 114.23 267.19

Less: Depreciation 68.87 16.33

Profit before Tax 45.36 250.86



PERFORMANCE REVIEW

Paper Sacks Division

During the year under review, the Paper Sacks Division recorded marginally lower sales compared to last year. The major reasons are intake of lower volume of Tea Sacks due to change in policy of some of the major buyers. A shift had been observed from paper sacks to Polypropylene sack for medium and cheaper tea. The other reason are recession in the automobile industry, resulted in sale of lower volume of carbon black sacks.Good growth happened in other sacks segment specially chemical.

Flexible Packaging Division

Regarding the new Flexible Packaging Unit, the performance during the year was not encouraging. The unit fell short of its targeted volume.The Company could not achieve the target since the business did not stabilize during the year as was anticipated earlier.

Due to ban by the Supreme Court on the Guthka Industry regarding usage of plastics, the flexible division has had to cut down on their production volume by 30% to 35%.Big and medium flexible laminate units have to cut down heavily on costs for survival.

Since the growth possibility in this unit could be phenomenal, we may have to nurture this for some more time by infusing additional investment and/or working capital.

FUTURE PROSPECTS

Paper Sacks Division

Effort are being made to increase the volume of sales. The Company has approached new buyer in South India & Dooars and is also pursuing the existing major buyers to increase the volume of Tea sacks. Initial months of the current year are showing positive results for tea sack sale. Chemical segment to be consolidated further, which your directors are considering to explore. Initiation has also been taken for marketing of 2 ply Paper sacks for export to the Kenya Tea Development Authority.

Flexible Packaging Division

Your Director are constantly monitoring the flexible unit and making all possible efforts to improve the performance of the Company. We are negotiating with major Corporate houses for the breakthrough of business volume and we are expecting positive movement shortly.

We are hopeful that 2014 will be a better year for both this unit.

DIVIDEND

The Dividend recommended by the Directors for the year ended 31.03.2012 was not adopted by the shareholders in the last Annual General Meeting and thereof no dividend was paid.

In view of smallness of profit and keeping in view the fund requirement for the new flexible project your directors do not recommend any dividend for the year ended 31st March,2013.

DIRECTORS

Mr. Vijay Raghuram Shetty has ceased to be director of the Company as he was not reappointed by members in the last Annual General Meeting.

Mr. Tarun Chandra Dutt ceased to be director of the company due to sad demise on 2nd March,2013. The Board express their deep condolences at the sad demise of Mr. Tarun Chandra Dutt and place on record its deep appreciation for the service rendered by him during his tenure as member of the Board.

Mr. Ranadurjoy Roy Choudhury, Managing Director of the Company has resigned from the Board w.e.f. 29th April,2013.

The Board has appointed Mr. Somnath Chatterjee as an Additional Director of the Company w.e.f. 30th April,2013.Pursuant to section 260 of the Companies Act,1956, Mr. Somnath Chatterjee will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from a member of the company proposing his appointment as director of the company.

Mr. Anjan Ghosh and Mr. Sudipto Sarkar, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

CHANGE IN COMPANY SECRETARY

During the year under review Mr. Rajiv Gupta resigned w.e.f 17th July, 2012 and the place was filled by appointment of Mr. Gunjan Kr. Chaurasia as Company Secretary w.e.f. 1st November, 2012.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated 28th May, 2013 has recommended their re-appointment and they also confirm that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

In the preparation of Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards issued by The Institute of Chartered Accountants of India had been followed and in case of material departures, proper explanations has been given in the accounts and notes thereon.

The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the Profit or Loss on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities.

The Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy :

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole manufacturing process is not power intensive, the details required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continuous efforts are being put to conserve energy at its maximum possible level. The Flexible Packaging unit will also be using HSD besides electricity. Superior quality boiler has been chosen to make most efficient consumption of fuel.

B) Technology Absorption :

Presently, the company is not engaged in any activity relating to technology absorption.

C) Foreign Exchange Earnings and outgo: (Rs. In Lakh)

PARTICULARS 31.03.2013 31.03.2012

Earnings in Foreign Currency 157.78 94.23

Expenditure in Foreign Currency 914.69 1049.65

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority towards environment, occupational health and safety. Recipient of ISO 22,000:2005 food grade certification, your Company is committed towards highest degree of safety, health and environment protection.

Your Company has received ISO 14001- Environment Management System and OHSAS 18001- Occupational Health & Safety Standard certificates.

COST AUDIT

The cost accounts maintained by the company in respect of ''Paper sacks and Flexible packaging'' is audited by a reputed firm of Cost Accountant appointed by Board of Directors with the approval of the Ministry of Corporate Affairs.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

STATUTORY DECLARATION

None of the directors of the Company are disqualified as per the provisions of section 274(1)(g) of the Companies Act,1956. The directors have made necessary disclosures as required under the various provisions of the Act.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co- operation received from Bank, Government Authorities, customers, shareholders, vendors and other business associates during the year under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee H. P. Barooah

Director Executive Chairman

Date : 28th May, 2013

Place: Kolkata

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company together with the audited accounts for the year ended 31st March, 2012.

OPERATING RESULTS (Rs. In Lakh) Period ended Period ended 31st March, 2012 31st March, 2011 Particulars consisting of consisting of 15th 12 months (From months (From 01.04.2011 to 31.3.2012) 1.1.2010 to 31.03.2011)

Net Sales and Other Income 2955.48 2745.34

Less : Total Expenditure 2571.36 2397.32

Profit before Interest, Depreciation and Tax 384.12 348.02

Less: Interest 116.93 105.42

Profit before Depreciation and Taxation 267.19 242.60

Less: Depreciation 16.33 19.47

Profit before Tax 250.86 223.13

Less: Current Taxation 78.00 74.10

Tax for earlier Years (5.39) NIL

Deferred Taxation 1.45 3.60

Profit after Tax (PAT) available for appropriation 176.80 145.43

Proposed Dividend (14.88) NIL

Corporate Dividend Tax (2.41) NIL

Add: Balance of Profit / (Loss) brought forward 75.72 (69.71)

Balance of Profit carried to Balance Sheet 235.23 75.72

YEAR IN RETROSPECT

The net sales and other income for the period under review were ' 2,955.48 lakhs as against ' 2,745.34 lakhs during the previous financial year ended 31st March, 2011 comprising of 15 months from 01.01.2010 to 31.03.2011. Profit after tax for the period under review registered an increase of approximately 22 %.

DIVIDEND

Your Board of Directors are pleased to recommend a dividend of 3% (30 paise) on equity share capital of the Company for the financial year 2011-12. The distribution of dividend will result in payout of ' 14.88 lakh excluding tax on dividend.

DIRECTORS

Mr. Panchkari Banerjee and Mr. Vijay Raghuram Shetty, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Hemendra Prasad Barooah has been re-appointed as the Chairman-cum-Wholetime Director of the Company, subject to your approval in the ensuing Annual General Meeting, for a period of five years commencing 1st November, 2011 to 31st October, 2016.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

CHANGE IN COMPANY SECRETARY

During the year under review Ms. Nabagataa Choudhury resigned w.e.f 15th Feburary, 2012 and the place was filled by appointment of Mr. Rajiv Gupta as Company Secretary w.e.f 8th May 2012.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee at its meeting dated 23rd May, 2012 has recommended their re-appointment and they also confirm that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the year under review.

CHANGE IN FINANCIAL YEAR

The Directors of your Company has decided to change the financial year of your Company to commence from the month of April every year and end on March of the succeeding year.

Accordingly, in order to give effect to the change, the previous period for comparing is of 15 months commencing from 1st January 2010 and ending on 31st March 2011.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

NEW PROJECT

2200 MT Flexible Packaging project has been taken in hand and is well on its way towards completion. The plant has been commissioned from 1st April 2012.

The plant is expected to reach 70% of its rated capacity by 2013 leading to an additional turnover of ' 25 Cr.

QUALITY SYSTEMS CERTIFICATION

Your Company is recipient of ISO 9001:2008 Quality System Certification. Additionally the Company has also achieved certification to ISO 22000:2005, standard for Food Safety Management. Your Company's focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection. Various proactive measures have been adopted and implemented which inter alia include conservation of resources, adoption of cleaner technology, training of employees and others.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards issued by The Institute of Chartered Accountants of India had been followed and in case of material departures, proper explanations has been given in the accounts and notes thereon.

- The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the Profit or Loss on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities.

- The Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole manufacturing process is not power intensive, the details required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continuous efforts are being put to conserve energy at its maximum possible level. The Flexible Packaging unit will also be using HSD besides electricity. Superior quality boiler has been chosen to make most efficient consumption of fuel.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority towards environment, occupational health and safety. Recipient of ISO 22,000:2005 food grade certification, your Company is committed towards highest degree of safety, health and environment protection.

To maintain our safety leadership so as to help our customers for export to European countries the Company is also in the process of implementing OHSAS 18001- Occupational Health & Safety Standard and ISO 14001- Environment Management System Certification.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co-operation received from Bank, Government Authorities, Customers, Shareholders, Vendors and other business associates during the year under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee R. Roy Choudhury

Director Managing Director

Place: Kolkata

Date : 23rd May, 2012

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company together with the audited accounts for the fifteen months period ended 31st March, 2011.

OPERATING RESULTS (Rs In Lakh) Period ended Period ended 31st March, 31st December, 2011 2009 Particulars consisting of 15 consisting of 12 months (From months (From 1.1.2010 to 1.1.2009 to 31.3.2011) 31.12.2009)



Net Sales and Other Income 2745.34 1,875.56

Less : Total Expenditure 2397.32 1,586.41

Profit before Interest, Depreciation and Tax 348.02 289.15

Less: Interest 105.42 122.43

Profit before Depreciation and Taxation 242.60 166.72

Less: Depreciation 19.47 40.63

Profit before Tax 223.13 126.09

Less: Current Taxation including FBT 74.10 43.59

Deferred Taxation 3.60 21.25

Profit after Tax (PAT) 145.43 61.25

Less: Income Tax for earlier years NIL NIL

Prior period adjustment NIL NIL

Profit available for appropriation 145.43 61.25

Add: Balance of loss brought forward (69.71) (130.96)

Balance of loss carried to Balance Sheet 75.72 (69.71)

YEAR IN RETROSPECT

The net sales and other income for the period under review were Rs 2745.34 lakhs as against 1,875.56 lakhs during the previous financial year ended 31st December, 2009 comprising of 12 months from 01.01.2009 to 31.12.2009, booking an increase of approximately 46% which is quite optimistic. Profit after tax for the fifteen months period ended 31.03.2011 registered an encouraging increase of approximately 137%.

CHANGE OF COMPANY'S NAME

The name of your Company has been changed from "B & A Multiwall Packaging Limited" to "B & A Packaging India Limited" with effect from 8th July, 2010. A fresh Certificate of Incorpora- tion has been issued by the Registrar of Companies, Orissa to this effect.

DIRECTORS

Mrs. Gargi Barooah and Mr. Tarun Chandra Dutt, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Sudipto Sarkar who was appointed by the Board of Directors of your Company in its meeting held on 4th February, 2011 as an Additional Director in terms of Article 89 of the Articles of Association of your Company hold office up to the date of ensuing Annual General Meeting. Your Company has received notice under Section 257 of the Companies Act, 1956 proposing Mr. Sudipto Sarkar for the Office of Director to be elected by the members in the ensuing Annual General Meeting.

Mr. Ranadurjoy Roy Choudhury has been re-appointed as the Managing Director of the Company, subject to your approval in the ensuing Annual General Meeting, for a period of three years w.e.f. 1st September, 2010.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

AUDITORS

M/s. APS Associates, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated 21st May, 2011 has recommended their re-appointment and they also confirm that their re- appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the period under review.

CHANGE IN FINANCIAL YEAR

The Directors of your Company has decided to change the financial year of your Company to commence from the month of April every year and end on March of the succeeding year.

Accordingly, in order to give effect to the change, the period under review is of 15 months commencing from 1st January 2010 and ending on 31st March 2011.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditor of the Company regarding compliance of conditions of corporate governance is annexed to this report.

NEW PROJECT

1800 MT Flexible Packaging project has been taken in hand and is well on its way towards completion. The plant is expected to be commissioned by October, 2011.

The plant is expected to reach 70% of its rated capacity by 2013 leading to an additional turnover of 36 Cr.

QUALITY SYSTEMS CERTIFICATION

Your Company is recipient of ISO 9001:2008-Quality System Certification. Additionally the Company has also achieved certification to ISO 22000:2005, standard for Food Safety Management. Your Company's focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection. Various proactive measures have been adopted and implemented which inter alia include conservation of resources, adoption of cleaner technology, training of employees and others.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of annual accounts for the fifteen months period ended 31st March 2011, the applicable accounting standards have been followed and in case of material departures, proper explanations have been given in the accounts and notes thereon ;

- The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit or Loss on that date ;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

- The accounts for the fifteen months period ended 31st March, 2011 have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole manufacturing process is not power intensive, the details required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continuous efforts are being put to conserve energy at its maximum possible level.

B) Foreign Exchange Earnings and Outgo:

(Rs In Lakh)

Particulars 31.03.2011 31.12.2009

Earnings in Foreign Currency 7.82 48.64

Expenditure in Foreign Currency 1,033.69 553.81

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both echo friendly and do not generate pollution. Your Company accords highest priority towards environment, occupational health and safety. Recipient of ISO 22000:2005 food grade certification, your Company is committed towards high- est degree of safety, health and environment protection.

To maintain our safety leadership so as to help our customers for export to Eropean countries the Company is also in the process of implementing OHSAS 18001 – Occupational Health & Safety Standard and ISO 14001 - Environment Management System Certification.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co- operation received from Bank, Government Authorities, customers, shareholders, vendors and other business associates during the period under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee R. Roy Choudhury Director Managing Director

Place: Kolkata Date : 21st May, 2011

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Dec 31, 2009

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the audited accounts for the year ended 31st December, 2009.

OPERATING RESULTS (Rs. In Lakh)

Particulars 31.12.2009 31.12.2008 Net Sales and Other Income 1,875.56 2,055.76 Less: Total Expenditure 1,586.41 1,778.84 Profit before Interest,Depreciation & Tax 289.15 276.92 Less: Interest 122.43 116.89 Profit before Depreciation and Taxation 166.72 160.03 Less: Depreciation 40.63 56.94 Profit before Tax 126.09 103.09 Less: Current Taxation including FBT 43.59 13.52 Deferred Taxation 21.25 28.20 Profit after Tax (PAT) 61.25 61.37 Less: Income Tax for earlier years NIL NIL Prior period adjustment NIL NIL Profit available for appropriation 61.25 61.37 Add: Balance of loss brought forward (130.96) (192.33) Balance of loss carried to Balance Sheet (69.71) (130.96)

YEAR IN RETROSPECT

The net sales and other income for the year under review were Rs 1,875.56 lakh as against Rs.2,055.76 lakh for the previous financial year booking a decline of approximately 8.77%. The profit after tax for the year under review was Rs. 61.25 lakh in comparison to Rs.61.37 lakh in previous fiscal, which also registered a marginal decline of 0.19% in profitability.

DIRECTORS

Mr. Panchkari Banerjee and Mr. Vijay Raghuran Shetty, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated 28th January, 2010 has recommended their re-appointment and they also confirm that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the year under review.

CORPORATE GOVERNANCE

As required by clause 49 of the Listing Agreement with Stock Exchange, a separate report on Corporate Governance froms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of condition of Corporate Governance is annexed to this report.

NEW PROJECT

After successful completion of the Extrusion Lamination project, the Company has taken in hand a major diversification project in the area of Flexible Packaging Material. These find their usage in

- Food items like biscuits, tea, edible oils, cereals, etc.

- Spices

- Personal care products like hair oil, shampoo, soap, etc.

- Detergents

A study of the market shows that the domestic consumption in this field is growing at more than 15% annually and demand far outstrips supply in the eastern region. Feasibility report has been prepared and submitted to the Bank for their approval.

QUALITY SYSTEMS CERTIFICATION

Your Company is already certified to ISO 9001:2000 -Quality System. Additionally the Company has also achieved certification to ISO 22000:2005, standard for Food Safety Management. This will not only ensure that tea producers are offered packaging material conforming to food safety system, but also this should stand the Company in good stead for the new project of flexible packaging materials involving food product packaging.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

i) In the preparation of Annual Accounts for the year ended 31st December, 2009, the applicable accounting standards issued by The Institute of Chartered Accountants of India had been followed and in case of material departures, proper explanations has been given in the accounts and notes thereon.

ii) The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st December, 2009 and of the Profit or Loss on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting frauds and other irregularities.

iv) The Annual Accounts for the year ended 31st December, 2009 have been prepared on a going concern basis.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole production process is not power based, the details required under companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continues efforts are being put to conserve energy at its maximum possible level.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both echo-friendly and do not generate pollution. Moreover, after getting ISO 22,000:2005 food grade certification, your company is endeavouring to achieve highest degree of safety, health and environment protection.

PARTICULARS OF EMPLOYEES

There was no employee who received remuneration of Rs.24,00,000/- or more per annum or at a rate of Rs.2,00,000/- or more per month during the financial year under review. Therefore, the disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, are not given.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from Bank, Government Authorities, customers and vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staffs and workers of the Company.

For and on behalf of the Board of Directors

P. Banerjee R. Roy Choudhury Director Managing Director

Place: Kolkata Date: 28th January, 2010