B&B Triplewall Containers Ltd Directors Report.

To,

The Members

B&B TRIPLEWALL CONTAINERS LIMITED

(Formerly known as B&B Triplewall Containers Private Limited and MNM Triplewall Containers Private Limited)

Your Directors have pleasure in presenting their 08th (Eighth) Annual Report on the business and operation of B&B Triplewall Containers Limited (Formerly known as B&B Triplewall Containers Private Limited and MNM Triplewall Containers Private Limited) together with the Audited Financial Statements for the financial year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

Particulars 2019-20 2018-19
Total Turnover 1,93,70,78,827.00 1,58,89,36,344.00
Other Income 7,28,55,721.00 8,07,82,448.00
Total Revenue 2,00,99,34,548.00 1,66,97,18,792.00
Less: Expenditures & Depreciation 1,94,18,25,246.00 1,61,62,66,014.00
Profit before tax 6,81,09,302.00 5,34,52,778.00
Less: Tax (including deferred Tax) 1,63,22,893.00 90,44,327.00
Profit after Tax (PAT) 5,17,86,409.00 4,44,08,450.00
Earning per Equity Shares
Basic 2.91 2.88
Diluted 2.91 2.88

REVIEW OF THE OPERATIONS OF THE COMPANY

[Pursuant to sub-section (3)(i) of Section 134 of the Companies Act, 2013]

During the year under review your company reported a top-line growth of 22% over the previous year. The revenue from operation amounted to Rs. 1,93,70,78,827.00 as against Rs. 1,58,89,36,344.00 during the previous financial year 2017-18. The Net Profit of your Company, for the year amounted to Rs. 5,17,86,409.00 as against Rs. 4,44,08,450.00 during the previous financial year 2017-18.

DIVIDEND

[Pursuant to sub-section (3)(k) of Section 134 of the Companies Act, 2013]

For the year under review, no dividend has been paid to equity Shareholders of the Company. Only Preference Shareholders will be given dividends at the rate of 1.5% on 5467 Preference shares on Pro-rata Basis.

TRANSFER TO RESERVE

[Pursuant to sub-section (3)(j) of Section 134 of the Companies Act, 2013]

During the year under review Rs. 5,17,86,409.00 has been transferred to reserve from Profit & loss Account as compared to previous financial year 2017-18 Rs. 4,44,08,451.00 was allocated to reserve account from Profit & Loss Account.

STATE OF AFFAIRS

The Company is engaged in the business of manufacturing of corrugated boxes and boards.

There has been no change in the business of the Company during the financial year ended 31st March 2019.

WEBSITE OF THE COMPANY

The website of the Company is www.boxandboard.in

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

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

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to Financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

DIRECTORS & THE KEY MANAGERIAL PERSONNEL

• The Composition of Board of Directors, details of Key managerial personnel and changes in the Financial year 2018-19 are as follows:

S. NO NAME REASON FOR CHANGE DESIGNATION DATE
1. Mr. Manish Kumar Gupta Change in designation Director to Managing Director cum Chairman May 14th, 2018
2. Mr. Ravi Agarwal Change in designation Director Professional to Director Promoter May 14th, 2018
3. Mr. Alok Agarwal Change in designation Director Professional to Director Promoter May 14th, 2018
4. Mr. Manish Bothra Change in designation Director Professional to Director Promoter May 14th, 2018
5. Mr. Amit Agarwal Appointment Chief Executive Officer June 01st 2018
6. Mr. Sidharth Agarwal Appointment Chief Operational Officer June 01st 2018
7. Mr. Nishant Bothra Appointment Chief Technical officer June 01st 2018
8. Mr. Ravi Agarwal Appointment Chief Financial Officer July 02nd 2018
9. Ms. Rashi Agrawal Appointment Company Secretary July 16th 2018
10. Ms. Anju Prakash Appointment Independent Director July 07th 2018
11. Mr. Rajeev Raju Appointment Independent Director July 07th 2018
12. Mr. Arun Sarma Appointment Independent Director July 07th 2018
13. Mr. Vikram Jain Appointment Independent Director July 07th 2018
14. Mr. Rajeev Raju Resignation Independent Director January 10th 2019
15. Ms. Anju Prakash Resignation Independent Director February 21st 2019
16. Mr. Sushil R Bhatia Appointment Independent Director February 11th 2019

Retire by Rotation:

Pursuant to the provisions of section 152 of the Companies Act, 2013, the office of Mr. Alok Agarwal, (DIN: 00636966) Director is liable to retire by rotation at this Annual General Meeting, and being eligible, he has offered himself for re-appointment. Accordingly, the proposal for his re-appointment has been included in the Notice convening the Annual General Meeting of the Company.

A brief resume of directors seeking appointment/re-appointment consisting nature of expertise in specific functional areas and name of companies in which they hold directorship and/or membership/ chairmanships of committees of the respective Boards, shareholding and relationship between directorship inter-se as stipulated under Reg. 36(3) of the SEBI (LODR) Regulations, 2015, are given in the section of notice of AGM forming part of the Annual Report.

BRIEF BACKGROUND ON THE INITIAL PUBLIC OFFER OF THE COMPANY

The Company entered the Capital market with its Initial Public offerings of 55,53,000 Equity Shares of face value of Rs. 10/- and at a premium of Rs. 26/- per share aggregating to Rs. 19,99,08,000.00.

The issue opened for subscription on September 28th, 2018 and closed on October 05th, 2018. The Equity Shares have been listed on the SME Emerge Platform of National Stock Exchange w.e.f. October 15th, 2018. Consequently, Companys paid up Equity share has been increased from Rs. 14,95,82,400.00 to 20,51,12,400.00. Your Directors are grateful and place their sincere appreciation to all the investors and the NSE, SEBI, Merchant Bankers and all the agencies for their guidance and support.

Your Directors are happy to inform that the Initial Public Offering of the company was fully subscribed. The Companys equity shares are regularly being traded at the floor of the NSE Emerge Platform. The response from the investor was overwhelming and very encouraging.

COMMITTEES OF THE BOARD

The Board has constituted various committees in accordance with the provisions of the Companies Act 2013, the details of which are given as under:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship committee

1. Audit Committee

The Company has constituted an Audit Committee, as per the provisions of Section 177 of the Companies Act, 2013, vide resolution passed in the meeting of the Board of Directors held on August 03rd, 2018.

The committee presently comprises the following three (3) directors: Composition of Audit Committee:

Name Status Nature of Directorship
Mr. Sushil R Bhatia Member Independent Director
Mr. Vikram Jain Member Independent Director
Mr. Ravi Agarwal Member Director cum CFO

The term of reference of Audit Committee includes:

• Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible,

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company,

• Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process,

• Scrutiny of related party transactions and inter-corporate loans and investments,

• Reviewing the adequacy of internal audit function

• Reviewing with the management, the annual financial statements and auditors report thereon before the same are forwarded to the board for approval, with primary focus on;

i. Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,

ii. Changes, if any, in accounting policies and practices and reasons for the same,

iii. Significant adjustments made in the financial statements arising out of audit findings,

iv. Disclosure of any related party transactions,

v. Modified opinion(s) in the draft audit report.

2. Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee. The constitution of the Nomination and Remuneration Committee as per the provisions of Section 178 of the Companies Act, 2013 was approved by a Meeting of the Board of Directors held on August 03rd, 2018.

The Board has framed the Nomination & Remuneration Committee which ensures effective compliances as mentioned in section 178 of the Companies Act 2013. The defined terms of reference for the Nomination & Remuneration Committee are as follows;

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees of the Company;

• Formulation of criteria for evaluation of performance of independent directors and the board of directors of the Company;

• Devising a policy on diversity of Board of Directors;

• Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment;

• Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. Composition of Nomination and Remuneration Committee:

Name Status Nature of Directorship
Mr. Arun Sarma Member Independent Director
Ms. Antoinette Ryan Dsouza Member Independent Director
Mr. Sushil R Bhatia Member Independent Director

3. Stakeholders Relationship Committee

The Company has constituted a Stakeholders Relationship Committee to redress the complaints of the shareholders. The Stakeholders Relationship Committee was constituted as per the provisions of Section 178(5) of the Companies Act, 2013 vide resolution passed at the meeting of the Board of Directors held on October 23, 2016.

Composition of Stakeholders Relationship Committee:

Name Status Nature of Directorship
Mr. Arun Sarma Member Independent Director
Mr. Alok Agarwal Member Director
Mr. Manish Bothra Member Director

EXTRACT OF THE ANNUAL RETURN IN FORM MGT-9

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith in Annexure-A.

STATUTORY AUDITORS

On September 30, 2014, M/s Sharma & Pagaria, Chartered Accountants, Bangalore (Firm Registration Number: 008217S), Statutory Auditor has been appointed for a period of five years i.e. from the conclusion of this 03rd Annual General Meeting till the conclusion of 8th Annual General Meeting of the Company. The term of 5 years will be completed in the ensuing 8th Annual General Meeting, M/s Pary & co, Chartered Accountants, is appointed as Statutory Auditors of the Company for a term of 5 years i.e. from the conclusion of the 8th AGM upto the conclusion of 13th Annual General Meeting. The Statutory auditor being appointed does not suffer from the any disqualification as mentioned in the Section 139 of the Companies Act 2013 & the con

AUDITORSS REPORT

The report of the Statutory Auditors on Financial Statements forms a part of the Annual Report. There are no specifications, reservations, adverse remarks on disclosure by the Statutory Auditors in their report. They have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

SECRETARIAL AUDITOR

Pursuant to Section 204 of Companies Act, 2013, the Board of Directors had appointed M/s S.M. Thanki & Co, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company.

The Secretarial Auditors Report is attached to this report as Annexure- B.

BOARD COMMENTS ON AUDITORS REPORT

The Observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comments.

MEETING OF BOARD OF DIRECTORS

[Pursuant to sub-section (3)(b) of Section 134 of the Companies Act, 2013]

During the year under review, Board of Directors of the Company met eleven times in a year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The particulars of the meetings of the Board of Directors held during the Financial Year 2018-19 are as below:

S. NO. DATE OF MEETING
01 May 03, 2018
02 May 15, 2018
03 June 01, 2018
04 June 14, 2018
05 July 02, 2018
06 August 03, 2018
07 September 19, 2018
08 October 11, 2018
09 November 29, 2018
10 December 20, 2018
11 February 11, 2019

PUBLIC DEPOSITS

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2019. Hence, there were no unclaimed or unpaid deposits as on March 31, 2019.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

[Pursuant to sub-section (3)(g) of Section 134 of the Companies Act, 2013]

The Company has not granted any loan, guarantee or made any investments during the year ended 31st March 2019. The provisions of Section 186 of the Companies Act, 2013 are not applicable to the Company.

CONSOLIDATED FINANCIAL STATEMENT

Company does not have any Subsidiaries or Associate companies hence there is no need to prepare consolidated Financial Statement for the financial Year 2018-19.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

[Pursuant to sub-section (3)(h) of Section 134 of the Companies Act, 2013]

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts & arrangements with related parties under Section 188(1) of the Companies Act, entered by the Company during the Financial

Year, were in the ordinary course of Business and on arms length basis. Disclosure to the related party transactions are given under the notes to the Financial Statement. The particulars of material contracts or arrangements made with related parties referred to in section 188(1) of the Companies Act 2013, in the prescribed form AOC-2 is appended as ‘Annexure C to the Boards Report.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

The Company has received necessary declarations from Ms. Anju Prakash, Mr. Rajeev Raju, Mr. Arun Sarma, Mr. Vikram Jain, Mr. Sushil R. Bhatia & Ms. Antoinette Ryan Dsouza Independent Directors of the company pursuant to the requirement of section 149(7) of the Companies Act 2013, that they fulfil the criteria of independence laid down in section 149(6) of the Companies Act 2013.

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

[Pursuant to sub-section (3)(g) & (m) of Section 134 of the Companies Act, 2013]

A. Conservation of Energy: The Company consciously makes efforts to conserve energy across all its operation. The Company is utilizing latest Machinery to save the power consumption. However, the Company has for many years now been laying great emphasis on the Conservation of Energy and has taken several measures including regular monitoring of consumption, implementation of viable energy saving proposals, improved maintenance of systems etc.

B. Technology absorption: The Company always adopts the latest technology while purchasing the plant & machinery. The Company continues to perform R&D activities to improve quality of products and to reduce production cost to serve its customer better.

C. Foreign Exchange Earnings/ Outgo:

S.NO PARTICULARS AMOUNT (RS.)
1. Foreign Exchange Earnings NIL
2. Foreign Exchange Outgo 17,97,26,560

CHANGE IN THE NAME OF COMPANY & CONVERSION OF THE COMPANY

During the year under review, the Company has changed its name from "MNM Triplewall containers Private Limited" to "B&B Triplewall containers Private Limited" and necessary fresh certificate to the effect has been issued by Registrar of Companies, Bangalore, Karnataka dated May 02nd, 2018.

After changing its name, the Company was converted from Private Company to Public Company and necessary fresh certificate to the effect has been issued by Registrar of Companies, Bangalore, Karnataka dated June 13, 2018. Consequent to conversion of the company, the name of the company was changed from "B&B Triplewall containers Private Limited" to "B&B Triplewall containers Limited".

CHANGES IN SHARE CAPITAL

During the financial year 2018-19, following change were made in the capital structure of the Company.

A. The Company has increased its Authorised Share Capital from Rs. 8,10,00,000.00 to 25,00,00,000.00 divided into 22,00,00,000 Equity share capital of Rs. 10 each and 30,000 Preference Share Capital of Rs. 1000 each w.e.f. April 03rd, 2018.

B. The Company has also increased its paid-up capital by way of issue of Bonus share in the ratio of 1:3 to the existing Equity shareholders of the company. The company has made allotment of 11,21,86,800 Equity shares of Rs. 10 each to the existing Equity shareholders on May 15th, 2018.

Further Company has issued 55,53,000 Equity shares of Rs. 10 each at a premium of Rs. 26 /- per share to public through its Initial Public Offerings (IPO).

C. The Company had redeemed 10,000 5.25% Cumulative Redeemable Non-Participating Preference Shares of Rs. 1000/- Each amounting to Rs. 1,00,00,000.00 out of the profit of the Company which were in the name of Vishwa Kutumb Trust on February 17th, 2019.

STATEMENT FOR UTILIZATION OF PUBLIC ISSUE PROCEEDS FOR THE YEAR ENDED ON 31ST MARCH, 2019 AND DECLARATION REGARDING NO DEVIATION(S)/VARIATION(S) FROM THE OBJECTS STATED IN PROSPECTUS:

The Company has come out with the Initial Public Offer of 55,53,000 equity shares of Face Value of Rs. 10/- per share at an Issue Price of Rs. 36/- per share and generated funds of Rs.1,999.08 Lakhs for the purposes and objects as mentioned in Prospectus dated 19th September, 2018. The Company submits the following statement towards the utilization of the issue proceeds as under:

(Rs. in Lakhs)
S. No Particulars Amount allotted for the objects as disclosed in the Prospectus Actual Utilization of funds Balance Amount to be utilized Deviation(s) or variation(s) if any
1. Funding of working Capital Requirement 600.00 600.00 Nil Nil
2. Repayment of Intercorporate Loans 830.00 830.00 Nil Nil
3. General corporate Purpose 400.00 400.00 Nil Nil
4. Issue Expenses 169.08 169.08 Nil Nil
Total 1,999.08 1,999.08 Nil Nil

The Company has fully utilised the Public Issue Proceeds upto March 31st, 2019 as stated in the prospectus and status of balance of Public Issue Fund is Nil and there has been no deviation in actual utilization of the IPO proceeds from those mentioned in the Prospectus of the Company

CORPORATE SOCIAL RESPONSIBILITY

[Pursuant to sub-section (3)(o) of Section 134 of the Companies Act, 2013]

Pursuant to section 135 of the Companies Act 2013, our company is required to constitute a Corporate Social Responsibility as the net profit of the company for the financial year 2018-19 is exceeded Rs. 5 crores. When compared to previous year company was not falling under the criteria for constitution of CSR Committee. The Company will constitute its Corporate Social Responsibility Committee and take the necessary actions required.

MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR [Pursuant to sub-section (3)(l) of Section 134 of the Companies Act, 2013]

There are no Material Changes and Commitment, If Any, Affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the company to which the Financial Statement related and the date of report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

RISK MANAGEMENT POLICY

[Pursuant to sub-section (3)(n) of Section 134 of the Companies Act, 2013]

The Company has laid down a comprehensive Risk assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The Company has a robust Organisational structure for managing and reporting on risks.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Internal Complaints Committee (ICC) has been constituted to consider & redress all sexual harassment complaints. The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associate (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During Fiscal year 2019, the Company has not received any complaints of sexual harassment.

SECRETARIAL STANDARDS

The Directors state that the applicable secretarial standards i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors and ‘Meeting of General Meeting, respectively, have been duly followed by the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

GREEN INITIATIVES

Electronic copies of the Annual Report 2018-19 and the Notice of the 8th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.

CORPORATE GOVERNANCE

"Good governance with good intentions is the hallmark of our Company. Implementation with integrity is our core passion"

The Company is committed to maintain the highest standards of corporate governance and transparency. We ensure that we evolve & follow the corporate governance guidelines & best practices sincerely to boost long term shareholder value legally, ethically & sustainably. We consider it an inherent responsibility to disclose timely and accurate information regarding its operations and performance. We also endeavour to maximize shareholders value and respect minority rights in all our business decisions.

Our company is Listed on Emerge Platform of National Stock exchange of India Limited (NSE), by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V is not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

DIRECTORS RESPONSIBILITY STATEMENT

[Pursuant to sub-section (3)(d) of Section 134 of the Companies Act, 2013]

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a. In the preparation of the annual accounts for the financial year 2018-19, the applicable accounting standards have been followed and there are no material departures from the same;

b. The Directors 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 March 31, 2019 and of the profit and loss of the Company for year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis; and

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

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

BOARD POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 mandate the formulation of certain policies for all listed companies. The Corporate governance policies are available on the Companys website, at https://www.boxandboard.in/investors.html. The policies are reviewed periodically by the board and update as needed. During the year, the Board revised and adopted some of its policies.

S.No Name of Policy Weblink
1. Code of Conduct for Board of https://www.boxandboard.in/pdf/1.pdf
Directors, KMP & Senior
Management
2. Code of Conduct for https://www.boxandboard.in/pdf/2.pdf
Independent Directors
3. Code of conduct on https://www.boxandboard.in/pdf/
Prohibition of Insider trading
Policy%20on%20Prohibition%20of%20Insider%20trading.pdf
4. Nomination and https://www.boxandboard.in/pdf/
Remuneration Policy
NOMINATION%20AND%20RENUMERATION%20POLICY.pdf
5. Policy for archival of https://www.boxandboard.in/pdf/5.pdf
documents
6. Policy for Environment, health https://www.boxandboard.in/pdf/6.pdf
and safety
7. Policy on Determination of https://www.boxandboard.in/pdf/7.pdf
Materiality of Events
8. Policy on Preservation of https://www.boxandboard.in/pdf/8.pdf
Documents
9. Policy on Related Party https://www.boxandboard.in/pdf/9.pdf
Transaction
10. Policy on Prevention of sexual https://www.boxandboard.in/pdf/
Harassment at work Place.
Policy%20on%20Prevention%20of%20sexual%20Harassment %20at%20work%20Place.pdf
11. Risk Management Policy https://www.boxandboard.in/pdf/11.pdf
12. Whistle Blower Policy https://www.boxandboard.in/pdf/12.pdf

All the above policies were approved and adopted by the Board of Directors in a duly held meeting on August 03rd, 2018. Further, Code of conduct on Prohibition of Insider trading was amended with the approval of board of director in line with SEBI (Prohibition of Insider Trading) (Amendment)

Regulations, 2018, inter alia incorporating the definition of "legitimate purpose" in connection with sharing UPSI.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Companys Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy., to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the members of the Audit Committee. No complaint of this nature has been received by the Audit Committee during the Fiscal year 2019.

INFORMATION TECHNOLOGY

Information technology drives innovation and innovation is the path to business success. Your Company is constantly adopting the advance technologies in all spheres of working across all the departments of the Company. Constant adoption of Information technology in its day to day operation has facilitated the working in effective & efficient manner. This year company has implemented ERP (Enterprise Resource Planning) software in its day to day functioning which has integrated all facets of an operation including product planning, development, manufacturing, sales and marketing, purchase, plant maintenance, warehouses, security gate, finance in a single database, application and user interface. Our company is using Microsoft Dynamic NAV ERP software.

EDUCATION, TRAINING AND DEVELOPMENT

In an ever changing and fast paced corporate world, training and development is an indispensable function and management of B&B believes that training presents a prime opportunity to expand the knowledge base of all employees. A structured training and development program are organized for employees to have a consistent experience and background knowledge. We encourage a culture of continual learning among employees through various Training & development sessions within the organization. The training & development team of B&B always focus on producing targeted and tangible results for the business, treat it seriously and consider it a capital investment and make it results-driven. The results from our training and development initiatives have been very positive and clearly presented the enhanced productivity, efficiency & effectiveness.

SUBSIDIARY COMPANIES

The Company does not have any subsidiary Company and hence the provisions of the same is not applicable to the Company.

COST RECORDS

The provisions of section 148 (1) of the companies act, 2013 and other applicable rules and provisions is not applicable on the company. Therefore, no cost records has been maintained by the company.

ACKNOWLEDGMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation extended by Banks, Government Authorities, Customers, Shareholders and looks forward to a continued mutual support and co-operation. Your Directors also wish to place on record its appreciation for the commitment, dedication and hard work done by the employees, workers of the Company.

Date: 03.09.2019 For and on behalf of the Board
Place: Bangalore B&B Triplewall Containers Limited
(Formerly Known as B&B Triplewall Containers Private Limited AND MNM Triplewall Containers Private Limited)
Manish Kumar Gupta Ravi Agarwal
Managing Director Director cum CFO
(DIN: 03568502) (00636684)