B & A Packaging India Ltd Management Discussions

To the Members,

B & A PACKAGING INDIA LIMITED

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 years 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 couldnt 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 Chinas 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 Companys 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 Companys 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

Indias 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 industrys 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 markets 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 long-term strategy driven by a 4X4 mantra for growth that aims to deliver profitable growth:

4 Cs – 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 everyones relief though this year China lifted its stringent COVID-19 policy, the packaging industry couldnt 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 Companys 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 Companys 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 employees 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 Companys 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 Boards 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 Directors 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 Directors 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 Directors 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 Companys 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.

	For and on behalf of the Board of Directors
	B & A Packaging India Limited
	Somnath Chatterjee	Anjan Ghosh
Place : Kolkata	Managing Director	Chairman
Date : 24th May 2024	DIN : 00172364	DIN : 00655014