Dear Members,
The Board of Directors are pleased to present the 11th Annual Report of B&B Triplewall Containers Limited along with the audited financial statements for the financial year ended 31st March, 2023.
FINANCIAL RESULTS
The Company's financial performance for the year ended 31st March, 2023 is summarized below:
(Rs. in Lakhs)
COMPANY PERFORMANCE OVERVIEW
During the year under review your company has reported the revenue from operation amounted to Rs. 37,000.00 Lakhs as against Rs. 31,260.18 Lakhs during the previous financial year 2021-22. The Net Profit of your Company, for the year amounted to Rs. 1,817.08 lakhs as against Rs. 2,442.42 Lakhs during the previous financial year 2021-22.
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for FY 2023, after all appropriation and adjustments was Rs. 4,712.09 lakhs. The details of Reserve are given below:
DIVIDEND
Board of Directors considering the Company's financial performance and the availability of distributable profit, have pleased to recommend a dividend of Rs. 1.00 per equity share of Rs. 10/- each (i.e., 10%) for the Financial Year ended on March 31, 2023 subject to the approval of Members in the ensuing Annual General Meeting of the Company.
Company will also be paid dividend on Preference Shareholders at the rate of 1.5% on 5467 Preference shares on Pro-rata Basis.
The Company continues with its task to build businesses with long-term goals based on its intrinsic strengths in terms of its powerful brand, quality manufacturing process, distribution strengths and client relationships.
STATE OF AFFAIRS
The Company is engaged in the business of manufacturing of corrugated boxes and boards. There is no change in the business of the Company during the financial year ended 31st March 2023.
CHANGES IN SHARE CAPITAL
During the financial year 2022-23, there was no change in the capital structure of the Company.
WEBSITE OF THE COMPANY.
The Company ensures dissemination of applicable information under Regulation 46(2) of the Listing Regulations on the Company's website: www.boxandboard.in. There is a separate section on ‘Investors' on the website of the Company containing details relating to the financial results declared by the Company, annual reports, shareholding patterns and such other material information which is relevant to shareholders.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company's website on www.boxandboard.in.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not granted any loan or guarantee or made any Investments during the year ended 31st March 2023.
FIXED DEPOSITS
The Company has not invited/ accepted any deposits from the public during the year ended March 31st, 2023. Hence, there were no unclaimed or unpaid deposits as on March 31st, 2023.
Further Pursuant to the rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rule, 2014 and amendment thereunder, outstanding of unsecured loan on 31st March, 2023 is Rs. 2162.50 Lakhs/- from its director(s) and relative(s) of director(s). Amount from relative of director was accepted prior to conversion into public limited in compliance with provision of Act and will be return according to term of acceptance.
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.
SUBSIDIARIES, JOINT VENTURE & ASSOCIATE COMPANIES
During the year ended 31st March 2023, Company does not have any subsidiary, Joint Venture or Associate Companies. Therefore, Information needed in FORM AOC-1 is attached along with Consolidated Account.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT
There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this 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 Company's operations.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
During year, no application was made or proceeding pending under Insolvency and Bankruptcy code, 2016 against the Company.
HUMAN RESOURCES MANAGEMENT
Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding individual contribution and innovation. The focus of our human resources management is to enable our employees to navigate their next, not just for clients, but also for themselves. The Company had 396 employees on March 31, 2023.
The percentage increases in remuneration, ratio of remuneration of each director and key managerial personnel (KMP) (as required under the Companies Act, 2013) to the median remuneration of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure- A to this Board's report.
Currently there is no employees employed throughout the year who receipt of remuneration of Rs. 1.02 crore or more per annum and employees employed for part of the year and in receipt of remuneration of Rs. 8.5 lakh or more per month, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as no separate enlistment made in Board Report.
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 Company's 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 2023, the Company has not received any complaints of sexual harassment.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
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 arm's length basis. Disclosure to the related party transactions is 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- B to the Boards' Report.
The Policy on materiality of related party transactions and manner of dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link www.boxandboard.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors
Details of Board of Directors is attached in corporate governance report.
Retirement by rotation and subsequent reappointment
In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Alok Agarwal (DIN: 00636966), Directors, is liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.
The Managing Director and Independent Directors of the Company are not liable to retire by rotation.
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.
DISCLOSURES BY DIRECTORS
The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP 1, intimation under Section164(2) i.e., in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.
DECLARATIONS FROM INDEPENDENT DIRECTOR
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.
NUMBER OF MEETINGS OF THE BOARD
Board of Directors of the Company meet six times in a year. The maximum interval between any two meetings did not exceed time gap, as prescribed in the Companies Act, 2013 and its amendment. The particulars of the meetings of the Board of Directors held during the Year are given in the Corporate Governance Report which forms part of this Annual Report.
BOARD EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole. The parameters for the performance evaluation of the Directors include contribution made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management, etc.
The Board formally assesses its own performance based on parameters which, inter alia, include performance of the Board on deciding long term strategy, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.
The Independent Directors at their separate meeting review the performance of nonindependent directors and the Board as a whole, Chairperson of the Company after taking into account the views of Executive Director and non-executive directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Based on the outcome of the performance evaluation exercise, areas have been identified for the Board to engage itself with and the same would be acted upon.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act (including any statutory modification(s) or reenactments) thereof for the time being in force), the Directors of the Company state that:
a. in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable Accounting Standards and Schedule III of the Act, have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently and made judgements 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, 2023 and of the profits of the Company for the financial year ended 31st March, 2023;
c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a ‘going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.
COMMITTEES OF THE BOARD
The Board has constituted various committees in accordance with the provisions of the Companies Act 2013. Currently, we have 4 (four) Committees of the Board, namely
I. Audit Committee,
II. Nomination & Remuneration Committee,
III. Stakeholders Relationship Committee and
IV. Corporate Social Responsibility Committee (CSR Committee).
Detail of composition, Number of Meeting Held during year and Attend by Member are set out in the Corporate Governance Report which forms a part of this Annual Report.
VIGIL MECHANISM
The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Act and Regulation 22 of the Listing Regulations.
The Policy provides protection to the directors, employees and business associates who report unethical practices and irregularities.
Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. However, no complaint of this nature has been received by the Audit Committee during the Fiscal year 2023.
The Whistle Blower Policy of the Company can be accessed at website of the Company at www.boxandboard.in.
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.
RISK MANAGEMENT POLICY
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. The same has also been placed at the website of the Company at www.boxandboard.in.
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.
LISTING OF SHARES ON STOCK EXCHANGE
The Company's Equity Shares are listed on Emerge platform of National Stock Exchange of India Limited.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated under the Listing Regulations is appended as Annexure- C to the Boards' Report.
BUSINESS RESPONSIBILITY REPORT (BRR)
The business responsibility reporting as required by regulation 34(2) (f) of the SEBI (Listing obligations and disclosure requirement) Regulations, 2015 is not applicable on company for the financial year ending, March 31,2023.
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.
During year, 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. However, we are voluntarily providing our Report on Corporate Governance with certain exemption which is enclosed as Annexure-D to the Board's report.
CODE OF CONDUCT
The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Company's Website www.boxandboard.in.
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 Company's website, at https://www.boxandboard.in/investors.html. The policies are reviewed periodically by the board and update as needed.
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.
The company is currently using Microsoft Dynamic NAV 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, finance - in a single database, application and user interface.
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. B&B team 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.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, for the financial year ended March 31,2023 are enclosed as Annexure-E to the Board's report.
GREEN INITIATIVES
In order to save trees and environment by cutting down the consumption of costly paper habits, the Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the companies under the provisions of the Companies Act, 1956 therefore Electronic copies of the Annual Report 2022-23 and the Notice of the 12th Annual General Meeting are sent to all members whose email addresses are registered with the Company / depository participant(s).
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The company has formulated the policy for development and implementation of Corporate Social Responsibility (CSR) as also required under Section 135 of the Companies Act, 2013 which is available on Company's website at www.boxandboard.in.
Further, the information pursuant to Section 134(3)(o) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure- F outlining the main initiatives taken during the year under review.
AUDITORS AND AUDITORS' REPORT
Secretarial Auditor
The Board of Directors of the Company has appointed M/s. SCS AND CO. LLP, Practicing Company Secretary Firm, as the Secretarial Auditor to conduct an audit of the secretarial records for the financial year 2022-23. The Company has received consent from Mr. Keyur Ghelani to act as the auditor for conducting audit of the secretarial records for the financial year ending 31st March, 2023.
The Secretarial Audit Report for the financial year ended 31st March, 2023 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is set out in the Annexure- G to this report.
Statutory Auditor
M/s. Pary & Co, Chartered Accountants (Firm Registration No. 007288C), were appointed as Statutory Auditors of the Company at the 08th AGM held on 30th September, 2019, to hold office till the conclusion of the 13th AGM.
M/s. Pary & Co has confirmed that they are not disqualified from continuing as Auditors of the Company.
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.
Cost Records & Audit
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.
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.
OTHER DISCLOSURES
a. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors;
b. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;
c. The Company has not issued any sweat equity shares/ESOP/ RSUs to its directors or employees; and
d. There was no revision of financial statements and Board's report of the Company during the year under review.
ACKNOWLEDGMENTS
The Board of Directors place on record our sincere gratitude and appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.
For and on behalf of the Board
B&B Triplewall Containers Limited
Manish Kumar Gupta
Managing Director (DIN:03568502)
Ravi Agarwal Director cum CFO
(DIN: 00636684)
Date: August 14th, 2023
Place: Bangalore