DIRECTORS' REPORT Your Directors have pleasure in presenting the Twenty Ninth Annual Report of the Company together with the Financial Statements for the year ended 31st March,2015 The Company witnessed another successful year of operation during the year in terms of growth in sales and improvement in profitability. During the year under review, your Company has achieved the milestone of crossing Rs. 50 crore gross sales from operations. The Company has registered a gross sales of Rs. 5067.70 lacs as against Rs. 4422.14 lacs for the previous year ended 31stMarch,2014. The earning before interest, depreciation and tax (EBIDT) has increased by 24.89 % in the financial year 2014-15 compared to previous financial year 2013-14. The profit before tax of the Company stood at Rs. 366.09 lacs compared to Rs. 243.43 lacs, during the previous year. Paper Sacks Division During the year under review, performance of paper sacks division has been satisfactory. There has been a significant improvement in the turnover of this division. Flexible Division During the year under review, flexible division has achieved surplus in comparison to loss in the previous year. The flexible division of the Company has achieved growth of34 % which is more than industry's average annual growth. The capacity utilization ofthis unit has been increasing and the division has added new customers to its portfolio. The initiative taken by the Company in improving product quality and introduction of products based on the market requirement led to improvement of the operational performance which is evident from the financial statements. FUTURE OUTLOOK The management expect that demand for Paper Sacks and Flexible Laminated Pouches will increase in the coming years. The Company is poised to tap the accelerated growth in business with an appropriate structure and strategy. Your management will continue its effort in improving the performance of the Company by expanding its market shares by remaining competitive and not compromising with the quality of its products. Your directors feel that in spite of increasing trend in the key input costs, increase in production, introduction of new products in line with market demand and higher level of realization by further improving the quality will be the key factors for a sustainable growth of the Company. DIVIDEND The Board of Directors has recommended a final dividend of 5% i.e. Re. 0.50 per share on the equity shares of Rs. 10 each of the Company for the financial year2014-15subject to approval of Shareholders in the ensuing Annual General Meeting. The distribution of dividend will result in payout of Rs. 24,80,250/-excluding tax on dividend. RESERVES The Board of Directors has not proposed any amount to be transferred to any reserve. DIRECTORS In its meeting held on 27th March,2015 : a) Mr. Somnath Chatterjee an existing Rotational Directorwas appointed Wholetime Directorof the Company subject to the approval of Members in the ensuing Annual General Meeting and b) Mr. Anjan Ghosh an existing Rotational Director of the Company was appointed an 'Independent Director' for a term up to 31st March,2020 subject to the approval of Members in the ensuing Annual General Meeting. Mr. Somnath Chatterjee, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment. The resolutions seeking approval of the Members for the appointment of Mr. Somnath Chatterjee and Mr. Anjan Ghosh have been incorporated in the Notice of the forthcoming Annual General Meeting of the Company. KEY MANAGERIAL PERSONNEL Mr. Somnath Chatterjee and Mr. Siddhartha Gupta were respectively appointed as Wholetime Director and Chief Financial Officer on 27th March,2015 and 1st April,2015.Both of them have assumed the office of Key Managerial Personnel of the Company. DECLARATION OF INDEPENDENT DIRECTORS All Independent Directors have given declaration to the Company certifying their independency in terms of section 149(6) of the Companies Act, 2013 and the same have been placed and noted by the Directors present in the meeting of the Board of Directors held on 25th May, 2015. BOARD EVALAUATION In terms of section 134(3) of the Act, the Company has laid down the criteria for reviewing the performance evaluation of the Board, its Committees and individual directors. These criteria are available at the website of the Company at www.bampl.com The formal evaluation of its own performance for the financial year 2014-15was made by the Board in its meeting held on 25th May, 2015. FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS: The Independent Directors have been familiarized through various presentations of their roles, rights and responsibilities in the Company, nature of the industry in which the Company operate etc. The details of the presentations are available at the website of the Company under the web link www.bampl.com BOARD MEETINGS During the year under review eight Board Meetings were convened and held on 23.05.2014, 27.06.2014, 29.07.2014, 22.10.2014, 05.11.2014, 02.02.2015, 19.02.2015, 27.03.2015. Attendance of Directors in Board meetings held during the Financial Year 2014-15: COMMITTEES OF BOARD The Company has the following Committees of the Board : 1. Audit Committee 2. Nomination and Remuneration Committee 3. Stakeholder's Relationship Committee 4. Share Transfer Committee 1. Audit Committee The composition and terms of reference of Audit Committee is in compliance with the requirement of section 177 of the Companies Act, 2013. The Audit Committee consists of Mr. Anjan Ghosh as Chairman and Mr. Amit Chowdhuri and Mr. Somnath Chatterjee as members. The majority of members including Chairman are Independent Directors of the Company. During the year under review four meetings were held on 23.05.2014, 29.07.2014, 05.11.2014, 02.02.2015. The Chairman of the Audit Committee was present at the last Annual General Meeting. 2. Nomination & Remuneration Committee The Committee comprises of three Non - Executive Directors out of which two are Independent Directors. During the year under review, two meetings of the Committee were held on 23.05.2014, 27.03.2015. Composition and attendance of Members in Nomination & Remuneration Committee meetings held during the Financial Year2014-15: 3. Stakeholders Relationship Committee The Committee comprises of three Non - Executive Directors out of which two are Independent Directors. During the year under review, two meetings of the Committee were held on 23.05.2014 and 27.03.2015. The composition and attendance of Members in Stakeholders Relationship Committee meetings held during the Financial Year 2014-15: Share Transfer Committee The Committee met three times during the year under review on 04.09.2014, 25.11.2014, 27.03.2015. The details of meeting attended by each Member of the Committee are given as under: INDEPENDENT DIRECTORS' MEETING In terms of section 149 of the Companies Act' 2013 read with schedule IV of the Act', a separate meeting of the Independent Directors of the Company was held on 27th March, 2015. NOMINATION & REMUNERATION POLICY A Nomination and Remuneration Policy as recommended by Nomination and Remuneration Committee of Directors has been formulated pursuant to the provisions of section 178 (3) of the Act and has been approved by the Board of Directors of the Company. The said policy is available at the website of the Company at <https://www.bampl.com> . DIRECTORS' RESPONSIBILITY STATEMENT As required by Section 134(5) of the Companies Act, 2013, your Directors confirm 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 have 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 at the financial year ended 31st March,2015 and of the profit and loss of the Company for the year ended on that date; c. They have 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 have prepared the annual accounts on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has proper internal control system commensurate with size and scale ofoperation. The Company has appointed a reputed firm of Chartered Accountants as Internal Auditors to monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with operating system, accounting procedures and policies and review major transactions. The Internal Auditors report directly to the Audit Committee. The reports of audit findings and action taken are tabled at each Audit Committee meeting. The Audit Committee reviews the Internal Audit Report and suggests necessary corrective actions. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not been mandated to develop and implement any Corporate Social Responsibility initiatives in terms of the Companies Act,2013 read with rules framed there under. LOANS, GUARANTEES OR INVESTMENTS During the year under review, the Company has not given any loan or provided any guarantee or made any investments exceeding the limits prescribed undersection 186 of the Companies Act, 2013. RELATED PARTY TRANSACTIONS The Company has not entered into any contract arrangement with related party during the year under review which requires disclosures in the Board Report in terms ofsection 188(1) of the Act' read with rule 8(2) of the Companies (Accounts)Rules, 2014. AUDIT& AUDITORS Statutory Auditors M/s. APS Associates, Chartered Accountants, Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Your Directors, on the recommendations of the Audit Committee have proposed to the Members for the re-appointment of M/s. APS Associates, Chartered Accountants (Firm Registration no. 306015E) as the Statutory Auditors of the Company to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting. As required under the provisions of section 139(1) of Companies Act, 2013 and the Companies (Audit & Auditors) Rules 2014, your Company has received a written consent and confirmation from the Auditors, to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and rules framed thereunder and that they comply the criteria provided thereunderfor re-appointment. Secretarial Auditors Pursuant to section 204 of the Companies Act, 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed T. Chatterjee & Associates, a firm of Practicing Company Secretaries represented by Mr. Tarun Chatterjee Practicing Company Secretary (COP : 6935) to undertake the Secretarial Audit of the Company for the year ended 31st March,2015. The Secretarial Auditor's Report is attached as 'Annexure-A' . Cost Auditors In terms of Companies (Cost Records and Audit) Rules,2014 and its subsequent amendments, the Company is not required to carry out Cost Audit for the financial year 2015-16 and onwards. Consequently, the Board of Directors has not appointed any Cost Auditors for the financial year 2015-16. Internal Auditors The Board of Directors has re-appointed M/s. A.R.Maity & Co., Chartered Accountants, (Firm Registration No. 307093E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-16. Auditors' Report T. Chatterjee & Associates in their Secretarial Audit Report and M/s APS Associates, Statutory Auditors in their Independent Auditor's Report have made remarks with regard to non-disbursement of Dividend for the financial year ended 31st March, 2014. The Directors wish to state that the dividend recommended by the Board of Directors for the financial year 2013-14 and approved by the Shareholders in the last Annual General Meeting could not be disbursed due to a status quo order passed by the learned District Judge at Balasore. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Company has been complying with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement. SEBI vide its circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 had exempted certain class of companies from compliance of Clause 49 of the Listing Agreement and your Company is falling under the exempted category. Consequently your Directors have not attached Corporate Governance, Management Discussion and Analysis Report in this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The information pertaining to conservation ofenergy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in 'Annexure- B'. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS/TRIBUNALS There has been no material order against the Company by any Regulator, Court or Tribunal impacting the going concern status of the Company. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN FINANCIAL STATEMENTS AS ON 31.03.2015 AND THE DATE OF THE REPORT No material changes and commitment affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report. EXTRACT OF ANNUAL RETURN The extract of Annual Return as prescribed under provisions ofsection 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 in form MGT 9 is annexed herewith as 'Annexure- C' and forms part ofthis Report. DEPOSIT The Company has not accepted any deposit from public covered under ChapterVof the Companies Act, 2013 during the year under review and there is no outstanding deposit as on 31st March, 2015 remaining unpaid or unclaimed. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND No amount was required to be transferred to Investor Education & Protection Fund during the year under review. AWARDS & RECOGNITIONS During the year under review your Company has received number of awards and honours from different reputed organizations. These recognitions are realtime and reaffirms recognition for the outstanding performance of the Company over the years. Some of the awards/recognitions are mentioned below : / 'India Packaging Excellence Awars-2014-Best Small Packaging Company of the year' from Packaging Industry Association of India. / 'Fastest Growing Indian Company Excellence Award' from International Achiever's Conference. / 'Leading Emerging Indian Company of the year Award' from International Achiever's Conference . / Nominated for 'Indiastar 2014' award from Indian Institute 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 area of operations. Its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority and is committed towards environment protection, occupational health and safety. The Company focuses on the conservation of natural resources to the maximum 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 applicable in food packaging. SUBSIDIARY /ASSOCIATES Your Company has no Subsidiary or Associate Company within the meaning of Companies Act, 2013. INSURANCE The Company has taken adequate insurance cover for its properties which include buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary. VIGIL MECHANISM/WHISTLE BLOWER POLICY In terms of section 177 (10) of the Companies Act, 2013 the Company has established a vigil mechanism to report and to deal with genuine concern by whistle blowers. The said policy is available at the website of the company at <https://www.bampl.com>. RISK MANAGEMENT POLICY The Board of Directors has developed and implemented the Risk Management Policy and conferred responsibility on the Audit Committee to review the risk management plans of the Company periodically. The Company has also constituted a Risk Management Committee to identity, monitor and minimize risks. The Committee carries out a periodical exercise to identify various risks involved in the business and operations of the Company. After identification, such risks are assessed on the basis of degree of risks involved and accordingly steps are taken to mitigate those risks. The Risk Management Committee consist of Mr. Somnath Chatterjee as Chairman and Mr. Chhandak Nandy and Mr. Siddhartha Gupta as Members. The Key areas as identified by the Committee where continuous monitoring as required are given below : a) Business Operations Risks : i) Organization and management ii) Production, process and productivity iii) Business interruption iv) Profitability b) Liquidity Risks : i) Financial solvency and liquidity ii) Borrowing limits c) Market and Industry Risks : i) Competitively priced imports ii) Demand and Supply iii) Raw material rates iv) Subdued growth across the sector v) Competition PARTICULARS OF EMPLOYEES None of the employees employed throughout the financial year or part of the financial year was in receipt of remuneration the aggregate of which exceeds the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014. The remuneration details as required pursuant to Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014 are as under: The Wholetime Director being nominated by the Holding Company does not receive any remuneration from the Company. However the other Key Managerial Persons i.e. Chief Financial Officer and Company Secretary are paid monthly remuneration as approved by the Board as per the recommendation made by the Nomination and Remuneration Committee. Note : i) Non Executive Directors of the Company are entitled for sitting fees and ratio of remuneration and % increase for Non Executive Directors are not applicable for the above mentioned purpose. ii) Employees for the above purpose include employees and executives of the Company excluding employees covered under wages agreement. iii) Mr. Siddhartha Gupta has joined the company w.e.f. 01.04.2015. b) the percentage increase in the median remuneration of employees in the financial year Not applicable c) the number of permanent employees on the rolls of the Company: 45 (excluding permanent employees who are under the wages agreement) d) On an average an employee receive annual increase of 10-20%.The individual increments varies based on individual performance assessed by the management. e) Increase in remuneration of the Key Management Persons were in line with the Company's performance and its market competitiveness and in conformity with the remuneration policy of the Company. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment ofWomen at theWorkplace (Prevention, Prohibition &Redressal) Act' 2013. The said policy may be viewed at the website of the company at <https://www.bampl.com>. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment cases. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is the summary of sexual harassment complaints received and disposed offduring the year: No. of complaints received: Nil. No. of complaints disposed of: Not applicable LISTING FEES The equity shares of the Company are listed on Bombay stock Exchange and your Directors confirm that company has paid annual listing fees for the year 2015-16 to the Exchange. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the continued assistance and co-operation received from State Bank of India, Government Authorities, Customers, Vendors and other business associates throughout the year under review and also wish to thank the Members for the confidence they have reposed in the Company and its Management. Your Directors wish to place on record their deep appreciation for the dedicated service and valuable 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 Somnath Chatterjee Whole time Director Anjan Ghosh Director Place: Kolkata Date : 30.07.2015 |