Annual Report 2019

Corporate Overview Statutory Reports Financial Statements
Contents
Corporate Information 1
Notice 3
Directors’ Report 19
Management Discussion and Analysis 45
Corporate Governance Report 50
Independent Auditors’ Report on Standalone Financial Statement 66
Standalone Financial Statement 74
Independent Auditors’ Report on Consolidated Financial Statement 118
Consolidated Financial Statement 124
Statement of Subsidiary 171
ECS Mandate 173
CORPORATE INFORMATION
Board of Directors Registered Office
Mrs. Anuradha Farley, Non-Executive Chairman Indu Bhawan, Mahatma Gandhi Road,
Mr. Basant Kumar Goswami, Independent Director Jorhat – 785001, Assam
Mr. Latifur Rahman, Independent Director Corporate Office
Mr. Prabir Kumar Datta, Independent Director 113, Park Street, 9th Floor,
Mr. Amit Chowdhuri, Non-Executive Director Kolkata- 700016, West Bengal
Mr. Anjan Ghosh, Independent Director
Registrar and Share Transfer Agent
Mr. Bhramar Kumar Mahanta, Non-Executive Director MCS Share Transfer Agent Ltd
Mr. Raj Kamal Bhuyan, Independent Director 383, Lake Gardens, 1st Floor
Mr. Robin Aidan Farley, Additional Director Kolkata - 700 045
Mr. Somnath Chatterjee, Managing Director
Investors’ Contacts
Auditors CIN- L01132AS1915PLC000200
Ghosal, Basu & Ray, Chartered Accountants, BSE Stock Code- 508136
Statutory Auditors ISIN- INE489D01011
T. Chatterjee & Associates, Company Secretaries
Secretarial Department
Secretarial Auditors
[email protected]
A.R. Maity & Co., Chartered Accountants,
Phone - (033) 40047472
Internal Auditors
M. Banerjee & Co., Cost Accountants, Registrar
Cost Auditors [email protected]
Phone - (033) 4072-4051-53
Bankers Fax : (033) 4072-4050
United Bank of India
Annual Report 2018-19 1

Notice of Annual General Meeting
Notice to the Shareholders for the financial year ended 31st March 2019 to
Notice is hereby given that the Annual General the Equity Shareholders of the Company whose
Meeting of the Shareholders of B & A Limited names stand registered in the Company’s
(hereinafter the Company) for the financial year register of members or as beneficial owners in
ended 31st March 2019 will be held at the Registered the books of National Securities Depository Ltd
Office of the Company at Indu Bhawan, Mahatma and Central Depository Services (India) Ltd as
Gandhi Road, Jorhat- 785001, Assam on Saturday, at the end of business hours on Saturday, 7th
14th September 2019 at 9.30 a.m. to transact the September 2019 or to their mandates.”
following business: 3. To re-appoint Mr. Amit Chowdhuri, who retires
Ordinary Business by rotation and being eligible, offers himself for
re-appointment as a Director and in this regard,
1. To consider and adopt (a) the audited Financial pass the following resolution as an Ordinary
Statement of the Company for the financial year Resolution:
ended 31st March, 2019 together with the reports
of the Directors and Auditors thereon; and (b) “RESOLVED THAT pursuant to the provisions
the audited consolidated Financial Statement of Section 152 of the Companies Act’ 2013,
of the Company for the financial year ended Mr. Amit Chowdhuri (DIN 00080854), who retires
31st March 2019 and the report of the Auditors by rotation at this meeting and being eligible
thereon and in this regard, pass the following has offered himself for re-appointment, be and
resolutions as an Ordinary Resolution: is hereby re-appointed as Director of the
Company, liable to retire by rotation.”
(a) “RESOLVED THAT the audited Financial
Statement of the Company for the financial 4. To fix remuneration of Statutory Auditors and
year ended 31st March 2019 and reports in this regard, pass the following resolution as
of Board of the Directors and Auditors an Ordinary Resolution:
thereon laid before the meeting, be and “RESOLVED THAT pursuant to the provisions
are hereby considered and adopted.” of Sections 139,142 and other applicable
(b) “ R E S O L V E D T H A T t h e a u d i t e d provisions , if any, of the Companies Act’ 2013
consolidated Financial Statement of the read with Companies (Audit and Auditors) Rules
Company for the financial year ended 31st 2014 [including any statutory modification(s)
March 2019 and the report of the Auditors or amendment(s) thereto or re-enactment(s)
thereon laid before the meeting, be and thereof for the time being in force], M/s. Ghosal,
are hereby considered and adopted.” Basu & Ray, Chartered Accountants
(Registration No. 315080E) be paid such
2. To declare dividend on equity shares for the remuneration as shall be fixed by the Board of
financial year ended 31st March 2019 and in Directors of the Company for conducting the
this regard, pass the following resolution as an Statutory Audit of the Company for the financial
Ordinary Resolution: year ending 31st March 2020.
“RESOLVED THAT a final dividend at the rate Special Business
of Re. 1 (One) per equity share of Rs. 10/- (Ten
rupees) each fully paid up of the Company be 5. To appoint Mr. Robin Aidan Farley as a Director
and is hereby declared and the same be paid liable to retire by rotation and in this regard,
as recommended by the Board of Directors of pass the following resolution as an Ordinary
the Company, out of the profits of the Company Resolution:

B&A Limited
“RESOLVED THAT pursuant to the provisions consecutive years with effect from 1st April 2020
of Section 152 and other applicable provisions, till 31st March 2025 on the Board of the
if any, of the Companies Act, 2013 (“the Act”) Company.”
and the Companies (Appointment and “RESOLVED FURTHER THAT Mr. Anjan Ghosh
Qualification of Directors) Rules, 2014 and the (DIN 00655014) will continue as Independent
applicable provisions of the Securities and Director on the Board of the Company on his
Exchange Board of India (Listing Obligations attaining the age of 75 (Seventy five) years for
and Disclosure Requirements) Regulations, the remaining period of his term of Directorship
2015 [including any statutory modification(s) till the completion of his term of Directorship i.e.
or amendment(s) thereto or re-enactment(s) upto 31st March 2025.”
thereof for the time being in force] Mr. Robin
Aidan Farley (DIN 08217522) who was appointed 7. To re-appoint Mr. Rajkamal Bhuyan as an
as an Additional Director and who holds office Independent Director and in this regard, pass
of Additional Director upto the date of this Annual the following resolution as a Special Resolution:
General Meeting and being eligible and in respect “RESOLVED THAT pursuant to the provisions
of whom the Company has received a notice in of Sections 149, 150, and 152 read with
writing under Section 160 of the Act from a Schedule IV and other applicable provisions, if
member proposing his candidature for the office any, of the Companies Act, 2013 (“the Act”) and
of Director, be and is hereby appointed as a the Companies (Appointment and Qualification
Director of the Company, liable to retire by of Directors) Rules, 2014 and the applicable
rotation.” provisions of the Securities and Exchange Board
6. To re-appoint Mr. Anjan Ghosh as an of India (Listing Obligations and Disclosure
Independent Director and in this regard, pass Requirements) Regulations, 2015 [including any
the following resolution as a Special Resolution: statutory modification(s) or amendment(s) thereto
or re-enactment(s) thereof for the time being
“RESOLVED THAT pursuant to the provisions in force], Mr. Rajkamal Bhuyan ( DIN 00946477)
of Sections 149, 150, and 152 read with who was appointed as an Independent Director
Schedule IV and other applicable provisions, if and who holds office of Independent Director
any, of the Companies Act, 2013 (“the Act”) and upto 31st March, 2020 and being eligible and
the Companies (Appointment and Qualification in respect of whom the Company has received
of Directors) Rules, 2014 and the applicable a notice in writing under Section 160 of the Act
provisions of the Securities and Exchange Board from a member proposing his candidature
of India (Listing Obligations and Disclosure for the office of Director, be and is hereby
Requirements) Regulations, 2015 [including any re-appointed as an Independent Director of the
statutory modification (s) or amendment(s) Company, not liable to retire by rotation and
thereto or re-enactment(s) thereof for the time to hold office for a second term of 5 (five)
being in force], Mr. Anjan Ghosh (DIN 00655014) consecutive years with effect from 1st April 2020
who was appointed as an Independent Director till 31st March 2025 on the Board of the
and who holds office of Independent Director Company.”
upto 31st March, 2020 and being eligible and
8. To ratify the remuneration of Cost Auditors for
in respect of whom the Company has received
the financial year ending 31st March 2020 and
a notice in writing under Section 160 of the Act
in this regard, pass the following resolution as
from a member proposing his candidature
an Ordinary Resolution:
for the office of Director, be and is hereby
re-appointed as an Independent Director of the “RESOLVED THAT pursuant to the provisions
Company, not liable to retire by rotation and of Section 148 and other applicable provisions,
to hold office for a second term of 5 (five) if any, of the Companies Act’ 2013 (including
4 B&A Limited
any statutory modification(s) or amendment(s) 198 of the Act’, however, such remuneration
thereto or re-enactment(s) thereof for the time shall not exceed the limits as stated in the
being in force), the remuneration, as approved Schedule V of the Act’ including any statutory
by the Board of Directors and set out in the modification(s) or amendment(s) thereto or re-
statement annexed to the Notice, to be paid to enactment(s) thereof for the time being in force.
the Cost Auditors appointed by the Board of Schedule-Terms and Conditions
Directors of the Company, to conduct the audit
(A) Salary, Allowances and Perquisites- As per
of cost records of the Company for the financial
remuneration schedule originally approved by
year ending 31st March 2020 be and is hereby
the Board of Directors in its meeting held on
ratified.”
14th February 2018 and approved by the
9. To approve payment of remuneration as per Shareholders in its meeting held on 27th
Schedule V of the Companies Act’ 2013 to September 2018 and further amended by the
Mr. Somnath Chatterjee, Managing Director of Board of Directors and/ or Nomination and
the Company for a period of 3 years with effect Remuneration Committee of Directors from time
to time and within the maximum permissible
from 1st April 2018 till 31st March 2021 as an
remuneration as per section II part II of
Ordinary Resolution:
Schedule V of the Act’ or any amendments
“RESOLVED THAT further to the resolution thereto or any statutory modifications thereof,
passed at the Annual General Meeting of in the event, the Company registers no profits
the members of the Company held on or its profits are inadequate.
27th September 2018 for appointment (B) Mr. Chatterjee shall also be eligible to the
and remuneration payable to Mr. Somnath following perquisites subject to the approval of
Chatterjee, Managing Director (DIN 00172364) the Nomination and Remuneration Committee
of the Company and pursuant to the provisions of Directors and/or Board of Directors which are
of Sections 196, 197, 198 and Schedule V of not included in the computation of ceiling of
the Companies Act’ 2013 (hereinafter the Act’) remuneration specified in the Schedule V as
and other applicable provisions if any, [including above:
any statutory modification(s) or amendment(s) i) contribution to Provident Fund, Superannuation
thereto or re-enactment(s) thereof for the time fund or annuity fund to the extent these are
being in force], consent of the members of the either singly or put together are not taxable
Company be and is hereby accorded for the under the Income Tax Act’ 1961.
payment of remuneration within the maximum
ii) Gratuity payable to Mr. Chatterjee at a rate
permissible remuneration as specified in Section
not exceeding half a month’s salary for each
II Part II of the Schedule V of the Act’ to completed year of service from the date of
Mr. Somnath Chatterjee for a period not his joining in the group.
exceeding 3 (Three) years with effect from 1st
April 2018 to 31st March 2021 on the terms and iii) Encashment of leave at the end of the tenure.
conditions as per following schedule, (C) Reimbursements
recommended by the Nomination and
i) Mr. Chatterjee shall be entitled to re-
Remuneration Committee of Directors and
imbursement of all actual out of pocket
approved by the Board of Directors,
expenses incurred in connection with the
notwithstanding that in case of absence or business of the Company which would
inadequacy of profit, such remuneration shall include club memberships and entertainment
be payable to Mr. Somnath Chatterjee as expenses and such expenditure will not be
minimum remuneration irrespective such grouped under perquisites or allowances in
remuneration may exceed the limits as the computation of ceiling of remuneration
prescribed in the provisions of Section 197 and specified in the Schedule V as above.

B&A Limited
ii) Provisions for use of chauffer driven company Mr. Chatterjee and further amended by the
maintained cars, telephone and mobile Board of Directors and/ or Nomination and
phones at office and residence including long Remuneration Committee of Directors from
distance calls will not be grouped under time to time will remain in force for the
perquisites or allowances in the computation remaining period of his Directorship.
of ceiling of remuneration specified in the
RESOLVED FURTHER THAT the Board of
Schedule V as above. Directors and/or Nomination and Remuneration
(D) Other terms Committee of Directors shall have the discretion
and authority to modify the aforesaid terms of
i) As long as Mr. Chatterjee functions as remuneration within the limits as prescribed
Managerial person in the Company he shall under Section 197 and Schedule V of the Act’
not be paid any sitting fees to attend any [including any statutory modification (s) or
meeting of the Board and/ or Committee of amendment(s) thereto or re-enactment(s) thereof
Directors. for the time being in force] and as approved by
ii) In the event of inadequacy or absence of the members.
profits in any financial year, Mr. Chatterjee
By order of the Board
will be entitled to the payment of salary,
allowances and perquisites as set out in
Place : Kolkata D. Chowdhury
para A above as minimum remuneration Date : 27th May 2019 Company Secretary
subject to necessary approvals, if any,
notwithstanding the fact that such
remuneration may exceed the limits NOTES:
prescribed under 197 of the Act’ alongwith
the perquisites as set out in para B above 1. A member entitled to attend and vote at the
which are not included in the computation Annual General Meeting (AGM) may appoint a
of limits for the remuneration or perquisites proxy to attend and vote on a poll instead of
aforesaid. himself /herself and the proxy need not be
a member of the Company. The instrument
(iii) Mr. Chatterjee will be entitled to earned/ appointing proxy in order to be effective, must
privileged leave as per rules of the Company. be received either at the office of the Registrar
and Share Transfer Agent (RTA), M/s MCS
(iv) Mr. Chatterjee being a managerial person
SHARE TRANSFER AGENT LIMITED, 383,
in two companies and drawing remuneration
Lake Gardens, 1st Floor, Kolkata-700045 Phone:
from both the companies the total
(033) 4072-4051, 52, 53 Fax- (033) 4072-4050,
remuneration drawn from all the companies
Email- [email protected] or at the
shall not exceed the higher maximum limits
Company’s Registered Office not less than forty
admissible under Section 197 or Schedule eight hours before the commencement of the
V of the Act’, from any one of the companies meeting.
where he is a managerial person;
2. A person can act as a proxy on behalf of
(v) The other terms and conditions of his members not exceeding fifty and holding in the
appointment including powers, duties and aggregate not more than ten percent of the total
remuneration as approved by the Board of share capital of the Company. A member holding
Directors in its meeting held on 14th February more than ten percent of the total share capital
2018 and ratified by the Shareholders in its of the Company carrying voting rights may
meeting held on 27th September 2018 and appoint a single person as proxy and such
embodied in the agreement dated 3rd April person shall not act as proxy for any other
2018 entered between the Company and shareholder.
6 B&A Limited
3. During the period beginning 24 hours before the 9. The Dividend, as recommended by the Board,
time fixed for the commencement of the meeting if declared at the AGM, will be paid, subject to
and ending with the conclusion of the meeting, the provisions of Section 126 of the Companies
a member would be entitled to inspect the proxies Act, 2013 to those members or to their mandates.
lodged at any time during the business hours of
(i) Whose names appear as Beneficial Owners as
the Company provided that not less than three
at the close of business hours on Saturday, 7th
days of notice in writing is given to the Company.
September 2019 in the list to be furnished by
4. Corporate Members intending to send their National Securities Depositories Ltd (NSDL)
authorized representative to attend the Meeting and Central Depository Services (India) Ltd
are requested to send a certified copy of the (CDSL) in respect of shares held in electronic
Board Resolution authorizing their representative form and
to attend and vote on their behalf at the AGM.
(ii) Whose names appear as members in the
5. Explanatory Statement pursuant to section 102 Register of Members of the Company on
of the Companies Act’ 2013 (hereinafter the Act’) or before Saturday, 7th September 2019.
relating to the Special Business to be transacted
at the meeting is annexed hereto. 10. Shareholders are requested to note that
Securities and Exchange Board of India (SEBI)
6. Copies of all documents referred to in the notice vide its circular dated 20th April 2018 has
are available for inspection by the members at directed Companies to distribute dividends via
the registered office of the Company during ECS/NEFT or other approved electronic mode
normal business hours on all working days or by physical instrument such as warrants/
upto and including the day of the AGM of demand draft incorporating bank details of the
the Company. The terms and conditions of shareholders. Accordingly shareholders holding
reappointment of Independent Directors are
shares in demat form are requested to update
open for inspection by the members at the
their demat account with the DP and those
registered office of the Company on all working
shareholders holding shares in physical form
days during business hours up to the date of
are requested to submit the form appended at
the meeting and also available at the website
the end of the Annual Report alongwith a
of the Company at www.barooahs.com.The
cancelled cheque of the Bank Account to the
Register of Directors and Key Managerial
Personnel and their shareholding and Register RTA of the Company to enable them to update
of Contracts and Arrangements in which Directors the necessary records for payment of dividends
are interested maintained under sections 170 in electronic/approved mode.
and 189 of the Act’ respectively will be available 11. Shareholders who have not registered their
for inspection by the members at the AGM. email address are requested to register their
7. The Company has set Saturday, 7th September e-mail ID.
2019 as ‘Record Date’ for taking record of the i) Shareholders holding shares in demat
Shareholders of the Company who will be form may register their e-mail ID against
eligible for casting their vote on the resolutions their demat account with respective DP.
to be passed in the ensuing AGM as above, in
ii) Shareholders holding shares in physical form
both remote e-voting and physical mode.
may register their email ID by writing/
8. Pursuant to the provision of section 91 of the sending an e-mail to the Company at
Companies Act, 2013, the Register of Members [email protected]
and the Share Transfer Books of the Company
12. Shareholders are requested:
shall remain closed from Sunday, 8th September
2019 to Saturday, 14th September 2019 (both i) To note that correspondences should be
days inclusive). addressed to RTA of the company M/s. MCS

B&A Limited
SHARE TRANSFER AGENT LIMITED, 383, 16. The Annual report 2018-19 and Notice of the
Lake Gardens, 1st Floor, Kolkata-700045 Annual General Meeting, Attendance Slip and
Phone: (033) 4072-4051, 52, 53 Fax- (033) Proxy Form are being sent in electronic form to
4072-4050, Email - [email protected] all the members whose e-mail IDs are registered
with the Company/DP. For members who have
ii) To notify change in address immediately to
not registered their e-mail addresses physical
the RTA of the Company quoting folio number.
copies of the aforesaid documents are being
iii) The Securities and Exchange Board of India sent in the permitted mode. Annual Report for
has mandated the submission of Permanent the financial year ended 31st March 2019,Notice
Account Number (PAN) by every participant of the Annual General Meeting, Attendance Slip
in the securities market. Shareholders can and Proxy Form are also available at the
submit their PAN to the Company’s RTA. Company’s website at www.barooahs.com.
iv) Quote their DP ID/Client ID number or 17. Members seeking any information with regard
folio number in their correspondences. to accounts are requested to write to the
Company Secretary at least 10 days in advance
v) In case of inconvenience write to the
of the AGM to enable the Company to keep the
Company Secretary at 113, Park Street,
information ready.
9th Floor, Kolkata-700016 or e-mail at
[email protected] 18. In compliance with the provisions of section 108
of the Companies Act’ 2013 and the rules framed
13. Shareholders who have not so far encashed
thereunder, the members are provided with the
their Dividend Warrants for the Financial Year
facility to cast their vote electronically, through
ended 31st March 2013, 2014, 2015, 2016,
remote e-voting services provided by Central
2017 and 2018 may immediately approach the
Depository Services (India) Ltd (CDSL) on the
Company’s RTA, MCS Share Transfer Agent
resolutions set forth in this notice.
Ltd to claim the unpaid dividends. Shares with
respect to which dividends remain unclaimed 19. Mr. Tarun Chatterjee, Advocate (Enrolment No.
for seven years will be transferred to the Investor WB 2068) failing him, Ms. Binita Pandey (PCS
Education and Protection Fund (IEPF) as per No. 19730) has been appointed as Scrutinizer
section 123 of the Act’ and applicable laws. to scrutinize the e-voting process. The Scrutinizer
shall as early as possible from the conclusion
14. Members holding shares in physical form are
of the e-voting period, unblock the votes in the
requested to convert their holdings in
presence of at least 2 (two) witnesses not in
dematerialized form to eliminate risks associated
employment of the Company and make a
with physical shares and better management of
Scrutinizer’s Report of the votes cast in favour
the shares. Members can write to the Company’s
or against, if any, to the Chairman of the AGM.
RTA in this regard. Members are requested to
note that SEBI vide its circulars dated 8th June 20. SHAREHOLDER’S INSTRUCTIONS FOR
2018 and 30th November 2018 has mandated REMOTE E-VOTING
that with effect from 1st April 2019 transfer of
shares in listed companies could not be The instructions for shareholders voting
processed unless such shares are held in electronically are as under:
dematerialized form. (i) The voting period begins on Wednesday,
15. Shareholders are requested to consider making 11th September 2019 at 10 a.m. and ends
nominations in respect of their shareholding to on Friday, 13th September 2019 at 5 p.m.
ease the process of transmission. Shareholders During this period shareholders’ of the
holding shares in physical form are requested Company, holding shares either in physical
to register their nominations by submitting the form or in dematerialized form, as on the
nomination form appended at end of the Annual cut-off date (record date) on Saturday, 7th
Report to the RTA. September 2019 may cast their vote
8 B&A Limited
electronically. The remote e-voting module Dividend Bank Enter the Dividend Bank Details or
shall be disabled by CDSL for voting Details OR Date of Date of Birth (in dd/mm/yyyy format)
thereafter. Birth(DOB) as recorded in your demat account or
in the Company records in order to
(ii) Shareholders who have already voted
login.
through remote e-voting prior to the meeting
date would not be entitled to vote on poll n If both the details are not recorded
at the meeting venue. with the depository or Company
please enter the member id / folio
(iii) The shareholders should log on to the number in the dividend bank details
e-voting website www.evotingindia.com field as mentioned in instruction
(iv) Click on Shareholder’s tab. (v).
(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, (ix) After entering these details appropriately,
b. For NSDL: 8 Character DP ID followed click on “SUBMIT” tab.
by 8 Digits Client ID, (x) Members holding shares in physical
c. Members holding shares in Physical form will then directly reach the company
Form should enter Folio Number selection screen. However, members
registered with the Company. holding shares in demat form will now reach
(vi) Next enter the Image Verification as ‘Password Creation’ menu wherein they
displayed and Click on Login. are required to mandatorily enter their
login password in the new password field.
(vii) If you are holding shares in demat form and
Kindly note that this password is to be also
had logged on to and voted on an earlier
used by the demat holders for voting for
voting of any company, then your existing
resolutions of any other company on which
password is to be used.
they are eligible to vote, provided that
(viii)If you are a first time user follow the steps company opts for remote e-voting through
given below:
CDSL platform. It is strongly recommended
For Members holding shares in Demat not to share your password with any other
Form and Physical Form person and take utmost care to keep your
PAN Enter your 10 digit alpha-
password confidential.
numeric *PAN issued by Income Tax (xi) For Members holding shares in physical
Department (Applicable for both demat
shareholders as well as physical form, the details can be used only for e-
shareholders) voting on the resolutions contained in this
n Members who have not updated
Notice.
their PAN with the Company/ (xii) Click on the EVSN for the relevant BandALtd
depository participant are
requested to use the first two letters on which you choose to vote.
of their name and the 8 digits of
(xiii)On the voting page, you will see
the sequence number in the PAN
Field. “RESOLUTION DESCRIPTION” and
against the same the option “YES/NO” for
n In case the sequence number is
less than 8 digits enter the voting. Select the option ‘YES’ or ‘NO’ as
applicable number of 0’s before desired. The option ‘YES’ implies that you
the number after the first two assent to the Resolution and option ‘NO’
characters of the name in CAPITAL implies that you dissent to the Resolution.
letters. e.g. If your name is Ramesh
Kumar with sequence number 1 (xiv)Click on the “RESOLUTIONS FILE LINK”
then enter RA00000001 in the PAN if you wish to view the entire Resolution
Field.
details.

B&A Limited
(xv) After selecting the resolution you have the account(s) for which they wish to
decided to vote on, click on “SUBMIT”. A vote on.
confirmation box will be displayed. If you
l The list of accounts linked in the login
wish to confirm your vote, click on “OK”, else
should be mailed to helpdesk.evoting
to change your vote, click on “CANCEL” and @cdslindia.com and on approval of the
accordingly modify your vote. accounts they would be able to cast
(xvi) Once you “CONFIRM” your vote on the their vote.
resolution, you will not be allowed to modify l A scanned copy of the Board Resolution
your vote. and Power of Attorney (POA) which
they have issued in favour of the
(xvii)You can also take a print of the votes cast Custodian, if any, should be uploaded
by clicking on “Click here to print” option on in PDF format in the system for
the Voting page. the scrutinizer to verify the same.
(xviii)If a demat account holder has forgotten the (xxi)In case you have any queries or issues
login password then Enter the User ID and regarding remote e-voting, you may
the image verification code and click on refer the Frequently Asked Questions
Forgot Password and enter the details as (“FAQs”) and e-voting manual available
prompted by the system. at www.evotingindia.com under help
section or write an email to helpdesk.evoting
(xix) Shareholders can also cast their vote using @cdslindia.com.
CDSL’s mobile application m-voting available
Other instructions on remote e-voting
for android based mobiles. The m-voting app
can be downloaded from Google Play. Apple (i) The remote e-voting period commences on
and Windows phone users can download Wednesday, 11th September 2019 at 10 a.m.
the app from the App store and Windows and ends on Friday, 13th September 2019
phone store respectively. Please follow the at 5 pm. During this period, shareholders
holding shares either in physical form or
instructions as prompted by the mobile app
in dematerialised mode as on Saturday, 7th
while voting on your mobile.
September 2019 may cast their vote
(xx) Note for Non – Individual Shareholders electronically. The remote e-voting module
and Custodians will be disabled by CDSL for voting hereafter.
Once the vote on resolution is casted by the
l Non-Individual shareholders (i.e. other shareholder, he shall not be allowed to change
than Individuals, HUF, and NRI etc.) it subsequently.
and Custodian are required to log on to
(ii) The voting rights of the shareholder will be in
www.evotingindia.com and register
proportion of their shares as on Saturday, 7th
themselves as Corporates. September 2019 to the paid up equity share
l A scanned copy of the Registration Form capital of the Company. However, any person
bearing the stamp and sign of the entity who acquires Share(s) and become a member
should be emailed to helpdesk.evoting after dispatch of notice and held shares as on
cut-off date may obtain the sequence number
@cdslindia.com.
of remote e-voting by sending a request to the
l After receiving the login details a Company’s RTA at [email protected]
Compliance User should be created (iii) Provision of electronic voting will not be extended
using the admin login and password. The during the AGM, however those members who
Compliance User would be able to link have not casted their vote through remote
10 B&A Limited
e-voting will be allowed to vote on poll. Those French and Economics. Mr. Farley is a
members who have exercised their voting Consultant at Odgers Berndtson, a leading
through remote e-voting prior to the meeting global executive search firm headquartered
may participate in the AGM but will not be in the UK with offices in over 30 countries.
entitled to vote on poll during the meeting. He recruits and assesses senior risk,
(v) The Scrutinizer will make his/her report of the compliance and regulatory professionals
votes casted in favour or against, if any, to the across financial services markets. Mr. Farley
Chairman or a person authorised by him on does not hold any shares in the Company.
Monday, 16th September 2019 and he shall Mr. Farley is the elder son of Mrs. Anuradha
declare the results of the voting forthwith. Farley, Chairman of the Board.
(vi) The results declared along-with the Scrutinizer’s (iii) Mr. Anjan Ghosh- Mr. Ghosh born on 15th
Report shall be placed on the Company’s
July 1949 is a fellow member of Institute of
website www.barooahs.com and will be available
in the website of CDSL and will be Chartered Accountants of India. He joined
communicated to Bombay Stock Exchange the Directorate on 25th May 2012. Prior to
where the shares of the Company are listed. joining the Board of the Company he was
associated with J. Thomas group of
21. Details in respect of Directors seeking
appointment/re-appointment at the AGM are companies, a reputed tea broking house in
provided herewith. The Directors have furnished Kolkata for 34 years where he was elevated
requisite declarations for their appointment/ to Managing Director and Vice Chairman.
re-appointment. Currently he works as a corporate
(i) Mr. Amit Chowdhuri- Born in 1st November consultant. He does not hold any shares in
1949, Mr. Chowdhuri is a Hons. Graduate the Company. Mr. Ghosh is the Chairman
from St. Edmunds College, Shillong. In his of Audit Committee and Nomination and
40 years of career he has served J.Thomas Remuneration Committee of Directors of
& Co. Pvt. Ltd, a reputed tea auction house the Company and a member of Corporate
based at Kolkata, in several capacities, Social Responsibility Committee,
including Chairman & Managing Director. Stakeholder’s Relationship Committee and
He joined the Directorate on 3rd April 2010.
Share Transfer Committee. He is not related
He does not hold any shares in the
Company. Mr. Chowdhuri is the Chairman to any Director on the Board.
of Stakeholder’s Relationship Committee (iv) Mr. Rajkamal Bhuyan- Mr. Bhuyan born
and a member in the Nomination and on 15th August 1956 is a Post Graduate in
Remuneration Committee, Share transfer
Economics and a Chartered Accountant.
Committee and Corporate Social
He joined the Directorate on 27th September
Responsibility Committee of Directors of
2010. Mr. Bhuyan is a reputed businessman
the Company. He is not related to any
based at Assam and has promoted several
Director on the Board.
companies engaged in construction project.
(ii) Mr. Robin Aidan Farley - Mr. Robin Farley Mr. Bhuyan is a member of the Audit
is a UK citizen and was born on 26th Committee of Directors of the Company.
September 1983. He joined the Board on Mr. Bhuyan does not hold any shares in
13th November 2018. He graduated from the Company. He is not related to any
the University of Bristol with a degree in Director on the Board.

B&A Limited
Particulars of Directorship of the above-mentioned Directors in other listed Indian Companies are tabled
below :-
Name of the Number of Remuneration Name of the Category of Committee Chairmanship in

Director meetings of received during other Listed Directorship Membership Committees
Board attended FY 2018-19 Companies
during FY (In Rs. Lac) where the
2018-19 appointee is
also a Director
Mr. Amit Five 3.26 B&A Independent (i) Audit Committee (i) Stakeholder’s
Chowdhuri Packaging Director (ii) Share Transfer Relationship
India Ltd Committee Committee
(iii) Nomination and (ii) Corporate
Remuneration Social
Committee Responsibility
(iv)Stakeholder’s Committee
Relationship
Committee
(v) Corporate
Social
Responsibility
Committee
Mr. Robin Nil Not applicable Nil Not applicable Nil Nil
Aidan Farley
Mr. Anjan Five 4.24 B&A Independent i) Stakeholder’s i) Audit

Ghosh Packaging Director Relationship Committee
India Ltd Committee ii) Nomination
ii) Corporate Social and
Responsibility Remuneration
Committee Committee
iii) Audit committee
iv) Share Transfer
Committee
v) Nomination and
remuneration
Committee
Mr. Raj Kamal Five 2.50 Premier Independent Audit Audit

Bhuyan Cryogenics Director Committee Committee
Ltd.
12 B&A Limited
EXPLANATORY STATEMENT PURSUANT TO Key Managerial Personnel of the Company, or their

SECTION 102 (1) OF THE COMPANIES ACT’ 2013 relatives, other than Mr. Robin Farley and
Mrs. Anuradha Farley, is interested or concerned in
The following Statement sets out the material facts
the resolution. The Board recommends the Ordinary
relating to the Special business mentioned in the
Resolution set out in the Item No. 5 of the Notice
Notice:
of the AGM for approval by the members.
Item No. 5 Item No. 6 and 7
The Board of Directors of the Company (hereinafter The Members of the Company in the Annual General
‘the Board’) at the meeting held on 13th November Meeting of the Company held on 15th September
2018 on recommendation of the Nomination and 2015 approved the appointment of Mr. Anjan
Remuneration Committee of Directors (hereinafter Ghosh(DIN 00655014)and Mr. Rajkamal Bhuyan
“the Committee”) appointed in terms of Section 161 (DIN 00946477) as Independent Directors on the
of the Companies Act, 2013 (hereinafter ‘the Act’) Board for an initial term of five consecutive years to
Mr. Robin Aidan Farley (hereinafter ‘Mr. Robin Farley hold office upto 31st March 2020.
or ‘Mr. Farley) as Additional Non-Executive Director
In terms of section 149 and Schedule IV of the Act’
on the Board of the Company with effect from the
read with Regulation 25 of the SEBI (LODR), an
said date of the meeting of the Board. Mr. Robin
independent director shall hold office for an initial
Farley will vacate his office at this Annual General
term of five consecutive years but shall be eligible
Meeting (hereinafter ‘the AGM’). The Board at its
for re-appointment on passing a Special Resolution
meeting held on 27th May 2019 on recommendation
by the members of the Company. Accordingly, on
made by the Committee recommended for the
passing Special Resolution by the members of the
approval of the Members at the AGM for appointment
Company Mr. Anjan Ghosh and Mr. Rajkamal
of Mr. Robin Farley as a Non-Executive Director on
Bhuyan would stand eligible for reappointment as
the Board of the Company, liable to retire by rotation.
Independent Directors on the Board for a 2nd term
The Company has received notice in writing from a
of five consecutive years on expiry of their present
Member of the Company under Section 160 of the
tenure of Directorship.
Act, proposing candidature of Mr. Farley for the office
of Director of the Company. The Company has Further, with effect from 1st April 2019, in terms of
received consent and declaration from Mr. Farley Securities and Exchange Board of India (Listing
under Section 152 of the Act read with the Companies Obligations and Disclosure Requirements)
(Appointment and Qualification of Directors) Rules, (Amendment) Regulations, 2018, consent of the
2014. In the opinion of the Board, Mr. Robin Farley members by way of Special Resolution is also
fulfills the conditions specified in the Act, the Rules required for continuation of the office of a Non-
thereunder and the Securities and Exchange Board Executive Director on his attaining the age of seventy
of India (Listing Obligations and Disclosure five years. Mr. Anjan Ghosh will be attaining the
Requirements) Regulations, 2015 (hereinafter age of seventy five years on 15th July 2024 as Non-
the SEBI (LODR) for appointment as a Director. Executive Director on the Board if re-appointed by
Additional information in respect of Mr. Farley the Members for a 2nd term of five consecutive
pursuant to the SEBI (LODR) and the Secretarial years.
Standard on General Meetings is appended in the The Company has received notice in writing from a
notice of the AGM. member of the Company under Section 160 of the
Mr. Robin Farley is interested in the resolution set Act, proposing candidatures of Mr. Anjan Ghosh
out in the Item No. 5 of the Notice. Mrs. Anuradha and Mr. Rajkamal Bhuyan for the office of Director
Farley, a Non-Executive Director, being related to of the Company.
Mr. Robin Farley, may be deemed to be interested Mr. Anjan Ghosh served J. Thomas & Company a
in the resolution. None of the other Directors and professionally managed business house for thirty

B&A Limited
four years, prior to joining the Directorate of the the Board as an Independent Director for a 2nd term
Company. As a seasoned Chartered Accountant, of five consecutive years to hold office from 1st April
he reached the highest echelon of the corporate 2020 to 31st March 2025 .
structure and was elevated to the position of Vice-
Accordingly, in compliance with the applicable
Chairman and Managing Director of J. Thomas. As provisions of the Act’ and relevant rules and
a member of the Board, Mr. Ghosh has been regulations framed thereunder and SEBI (LODR)
effectively advising the management on issues of the Board at its meeting held on 27th May 2019,
strategy, performance, risk management and recommended for the approval of the Members in
deployment of resources in the Company. The the AGM for the re-appointment of Mr. Anjan Ghosh
Company had received expert guidance from with effect from 1st April 2020 for a 2nd term of
Mr. Ghosh on issues relating to financial management five consecutive years and to hold office as
and banking solutions. Mr. Ghosh has been profound Non-Executive Independent Director on attaining
adherent of good corporate governance and has the age of 75 years till completion of his term of
been practicing as such across the Board and Directorship i.e. upto 31st March 2025 and the
Committees of listed companies where he is a re-appointment of Mr. Rajkamal Bhuyan with effect
Director. As a Chairman of the Audit Committee he from 1st April 2020 for a 2nd term of five consecutive
has remained a keen contributory in reviewing years and to hold office as Non-Executive
company’s financial reporting process and financial Independent Director till 31st March 2025.
statements. As a highly involved company director
Company has received declaration from Mr. Anjan
he has brought appropriate clarification or Ghosh and Mr. Bhuyan that they meet the criteria
amplification of information on certain topics of Independence prescribed under Section 149 and
which were vital and delicate to the Company. Schedule IV of the Act read with the Companies
Mr. Bhuyan is a Post Graduate in Economics and (Appointment and Qualification of Director’s) Rules,
a Chartered Accountant. Mr. Bhuyan is a reputed 2014 and Regulation 16 of the SEBI (LODR).
businessman based at Assam and has promoted In the opinion of the Board, Mr. Anjan Ghosh and
several companies engaged in construction project. Mr. Bhuyan fulfill the conditions specified in the Act,
It is presumptive that guidance of Mr. Bhuyan in any the Rules thereunder and the SEBI (LODR) for
structured business decision would be inestimable. re-appointment as Independent Director and that
As a member of the Board and Audit Committee of they are independent of the management of the
the Company, Mr. Bhuyan had effectively participated Company.
in the deliberations in issues of strategy, performance,
Additional information in respect of Mr. Anjan Ghosh
risk management, standards of conduct, deployment
and Mr. Rajkamal Bhuyan pursuant to the SEBI
of resources and key appointments in the Company.
(LODR) and the Secretarial Standard on General
He has been a key contributory in bringing improved
Meetings is appended in the notice of the AGM.
governance in the Board and Committee practices
which is an essential responsibility of an Independent Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan are
Director. interested in the resolutions set out respectively at
item no. 6 and 7 of the Notice of the AGM with regard
In terms of what has been stated in para 5 and 6 to their respective appointments.
above, the Committee and the Board are of the view
that continued association Mr. Anjan Ghosh and Save and except the above, none of the other
Mr. Rajkamal Bhuyan would be beneficial for future Directors and Key Managerial Personnel of the
development and business prospect of the Company. Company, or their relatives is interested or concerned
in these Special Resolutions.
Besides, given the knowledge, experience and
performance of the aforesaid Directors and The Board recommends the Special Resolutions set
contribution to Board processes by them, it would out in the Item Nos. 6 and 7 of the Notice of the
be appropriate that they may continue to serve on AGM for approval by the members.
14 B&A Limited
Item No. 8 Mr. Somnath Chatterjee was also serving B&A

Packaging India Ltd (subsidiary company) as Whole
The Board on the recommendation made by the
Time Director during his appointment as Managing
Audit Committee has approved the appointment
Director in the Company. The terms of conditions
and remuneration of M/s. Mou Banerjee & Co.,
of appointment of Mr. Somnath Chatterjee in the
Cost Accountants, (Registration No. 00266) as Cost
Company inter alia provided for payment of
Auditors to conduct the audit of the cost records of
remuneration as a managerial person from both the
the Company pertaining to its tea business for the
financial year ending 31st March 2020. The Board companies provided the total remuneration drawn
approved Rs. 66,000 (Sixty Six Thousand) excluding from the Company and the subsidiary company shall
applicable tax and re-imbursement of expenses, as not exceed the higher maximum limit admissible
Audit fees payable to the Cost Auditors for the under the Act’.
financial year ending 31st March 2020. In terms of The profit of the Company in terms of section 198
Section 148 of the Act’ read with the Companies of the Act’ for the financial year ended 31st March
(Audit and Auditors) Rules, 2014 the remuneration 2019 was inadequate for payment of combined
payable to the Cost Auditors and approved by the remuneration of Rs. 45,03,397 (Rs. 32,55,132 from
Board has to be ratified by the members of the the Company and Rs.12,48,265 from the subsidiary
Company. Accordingly, ratification by the members company) received by Mr. Somnath Chatterjee from
is sought to the remuneration payable to the Cost the Company and subsidiary company in the capacity
Auditors for the financial year ending 31st March of Managing Director and Whole Time Director,
2020 by passing an Ordinary Resolution as set respectively. However, such combined remuneration
out at Item no. 8 of the Notice calling the AGM. paid to Mr. Chatterjee during the financial year ended
None of the other Directors and Key Managerial 31st March 2019 was within the limit of maximum
Personnel of the Company, or their relatives is permissible remuneration (Rs. 84 lac) payable in
interested or concerned in the resolution. The Board terms of section 197 of the Act’ read with Section II,
recommends the Ordinary Resolution set out in the part II of the Schedule V of the Act’ in the event of
Item No. 8 of the Notice of the AGM for approval by absence or inadequacy of profit, based on the
the members. computation of effective capital of the Company as
on 31st March 2019.
Item No. 9
Section II part II of the Schedule V of the Act’ provides
Mr. Somnath Chatterjee was appointed as Managing for according of consent of the members by means
Director in the Company with effect from 1st April
of ordinary resolution approving the payment of
2018 for a period of five years upto 31st March 2023
minimum remuneration to a managerial person of a
by way of an ordinary resolution passed by the
company for a period not exceeding three years in
members of the Company at the Annual General
the event of absence or inadequacy of profit in the
Meeting of the Company held on 27th September
company provided payment of such remuneration
2018. An agreement ascribing to the terms and
is approved by the Nomination and Remuneration
conditions of the appointment including remuneration
Committee of Directors and Board of Directors of
payable to Mr. Somnath Chatterjee as Managing
the Company.
Director was entered between the Company and
Mr. Somnath Chatterjee on 3rd April 2018 and was The Nomination and Remuneration Committee and
approved by the members in the said meeting. The Board of Directors of the Company in its meetings
terms and conditions of appointment of Mr. Somnath held on 27th May 2019 have approved the payment
Chatterjee inter alia provided for payment of minimum of remuneration to Mr. Somnath Chatterjee from the
remuneration and perquisites to him in terms of Company as per schedule contained in the
Section 197 read with Schedule V of the Act’ in the accompanying resolution as minimum remuneration
event of absence or inadequacy of profits in the for the financial years ended 31st March 2019,
Company. 31st March 2020 and 31st March 2021; provided

B&A Limited
the combined remuneration paid or payable by 4. Foreign investments or collaborations, if any:

the Company and the subsidiary company to
Mr. Somnath Chatterjee during these financial years The Company does not have any foreign
may exceed the limits as prescribed under Section collaboration. The foreign investments in equity
197 and 198 of the Act’ however, such combined shares as on 31st March 2019 are listed below:
remuneration shall not exceed the limits as stated
in Section II, part II of the Schedule V of the Act’ Particulars Number of % with
and applicable to the Company. shares as on respect to
Additional information for the members of the 31st March total share
Company as required under section II of part II of 2019 capital
the Schedule V of the Act’ is given below. None of
Non-Resident 16514 0.53
the other Directors and Key Managerial Personnel
Indians
of the Company, or their relatives, other than Mr.
Somnath Chatterjee is interested or concerned in
the Ordinary Resolution.
II. INFORMATION ABOUT THE APPOINTEE
The Board recommends the Ordinary Resolution
1. Background details:
set out in the Item No. 9 of the Notice of the AGM
for approval by the members. Mr. Somnath Chatterjee, born in 1962, is a
commerce graduate. He has more than thirty
STATEMENT OF INFORMATION FOR THE years of extensive experience in the area
MEMBERS PURSUANT TO SECTION II OF PART of finance, production, human resource and
II OF THE SCHEDULE V OF THE COMPANIES commercial matters in tea plantation and
ACT, 2013. packaging business. Currently he holds the
position of Managing Director in the Company
I. GENERAL INFORMATION and Whole Time Director in B&A Packaging
1. Nature of industry: India Ltd, subsidiary company.
The Company is engaged in plantation of
2. Past remuneration:
black tea.
2. Date of commencement of commercial The remuneration paid to Mr. Somnath
production: Chatterjee for the last two financial years from
the Company and the subsidiary company, B&A
Not applicable as the Company operates tea
Packaging India Ltd is detailed below:
gardens.
3. Financial Performance based on given indicators: Remuneration including 2018-19 2017-18
value of perquisites and
Standalone Financial Results contribution to
Rs. in lac Provident Fund Rs. in lac Rs. in lac
Particulars 2018-19 2017-18 B&A Ltd 32.55 30.05
Turnover 12132.96 12265.56 B&A Packaging India Ltd 12.48 5.00
Profit after tax 176.87 604.87 Total 45.03 35.05
Earning per shares 5.71 19.51 Total remuneration received by Somnath Chatterjee
Net Worth 5367.70 5362.13 during the financial year 2018-19 from the Company
and subsidiary company is in excess of Rs. 9.99
16 B&A Limited
lac, given, the higher maximum limit of remuneration paid to companies of comparable size in the
based on the profitability of the subsidiary company industry in which the Company operates.
for the financial year 2018-19 computed u/s 198 of
the Act’ payable to him is Rs. 35.04 lac. Based on 7. Pecuniary relationship directly or indirectly with
the computation of effective capital of the Company the Company, or relationship with the managerial
as on 31st March 2019, the permissible remuneration personnel, if any:
as per Schedule V of the Act’ for Mr. Somnath Apart from the remuneration and perquisites
Chatterjee is Rs. 84 lac per annum in the event of paid to him as Managing Director as stated
absence or inadequacy of profits. Therefore the above and his respective shareholding
Company is permitted to pay upto Rs. 84 lac per held directly or indirectly in the Company,
annum to Mr. Chatterjee as remuneration for the Mr. Somnath Chatterjee does not have any
financial year 2018-19 and continue payment pecuniary relationship directly or indirectly with
of remuneration to him during the financial years the Company and its managerial personnel.
2019-20 and 2020-21 upto such higher limit
as contemplated in the said schedule, in view of III. OTHER INFORMATION
inadequate profits, subject to the approval of the 1. Reasons for loss or inadequate profits and steps
shareholders. taken or proposed to be taken for improvement:
3. Recognition/awards: Not applicable In the financial year 2018-19 the Company has
4. Job Profile and suitability: registered a post-tax profit of Rs. 176.87 lac.
The remuneration drawn by the Managing
Mr. Somnath Chatterjee, Managing Director of Director during the financial year 2018-19
the Company, is highly experienced and controls from the Company exceeded the limits as
the affairs of the Company as a whole under enumerated in the provisions of section 197 and
the direction and supervision of the Board of 198 of the Act’. The combined remuneration
Directors of the Company. He has successfully drawn by Mr. Chatterjee from the Company and
and in a sustained way contributed significantly the subsidiary company exceeded the higher
towards growth in the performance of the maximum limit of remuneration based on the
Company. He has extensive experience in the profitability of the subsidiary company for the
tea industry. He is actively involved in the financial year 2018-19, computed u/s 198 of
production planning, marketing, and formulation the Act’. The proposed remuneration to
of business strategy and business development Mr. Chatterjee is within the maximum permission
of the Company. remuneration as per Schedule V of the Act’
5. Remuneration proposed: based on the computation of effective capital of
the Company.
Details of remuneration proposed for approval
of the members in the Annual General Meeting The Company is a producer of premium quality
of the Company are provided in the respective black tea. During the financial year 2018-19 the
resolution. Indian Tea Industry witnessed a shift in the
buying pattern reflected by market dynamics
6. Comparative remuneration profile with respect which had a major impact on the volume and
to industry, size of the Company, profile of the price of the premium manufacturers. During the
position and person: financial year the price difference between
The current remuneration being paid to the premium and medium category teas was
Managing Director, based on his profile of the substantially narrow. Consequently, while cost
position, is lower than the remuneration being of manufacturing of premium teas was higher,

B&A Limited
the tea prices did not support commensurately, is fixed in nature. The performance criteria
resulting in lower surplus of the Company during for Managing Director are available
the financial year ended 31st March 2019. in the Company’s website under web-link
http://www.barooahs.com/policies/ remuneration-
The Company will continue to strive for better
policy.pdf.
profitability by producing quality teas, keeping
in mind the current market trends, improved 3. The Company entered a service agreement with
yield and effective cost control. Mr. Somnath Chatterjee on 3rd April 2018 to
employ him in the Company in the capacity of
2. Expected increase in productivity and profits in
Managing Director with effect from 1st April
measurable terms:
2018 for a period of five years upto 31st March
The Company has earned a post-tax profit 2023. The notice period under current service
of Rs. 176.87 lac. during the financial year contract is 3 months. There is no severance
2018-19 and will strive for better profitability fee.
in the future.
4. Mr. Chatterjee has not been offered any stock
IV. DISCLOSURES options.
1. Mr. Somnath Chatterjee received Rs. 32.55 lac
from the Company during the financial year
2018-19 as remuneration which included
Rs. 24.40 lac as Salary and Allowances,
Rs. 6.20 lac as perquisites and Rs. 1.95 lac as
contribution towards provident fund. By order of the Board
2. The remuneration received by Mr. Somnath Place : Kolkata D. Chowdhury

Chatterjee during the financial year 2018-19 Date : 27th May 2019 Company Secretary
18 B&A Limited
DIRECTORS’ REPORT
TO THE SHAREHOLDERS
Your Directors have pleasure in presenting the Annual Report together with the audited financial statements
of the Company for the financial year ended 31st March, 2019.
Financial Results
Financial results of the Company are summarized below: (in Rs. Lac)
Particulars Year ended Year ended

March 31, 2019 March 31, 2018
Revenue from Operations 12070.67 12185.46
Other Income 62.29 80.10
Total Income 12132.96 12265.56
Less : Total Expenditure adjusted for
increase/decrease of stocks 11234.07 10861.86
Profit before other Income,
Depreciation, Finance Cost and Tax 898.89 1403.70
Less : Depreciation 339.56 256.56
Less : Finance Cost 393.26 367.73
Profit before Tax 166.07 779.41
Provision for Tax
Current Tax (12.00) (190.00)
Deferred Tax 22.80 15.46
Profit for the year 176.87 604.87
Net sales was lower from the previous financial Tea season 2018 opened with smaller carry forward
year by Rs. 114.79 lac. Profit before Taxation stood stock and lower production which had positive impact
at Rs. 166.07 lac for the year under review as on first flush levels where plainer categories benefitted
against Rs. 779.41 lac in the previous year. The more. All India calendar year production for 2018
season was recorded at 1311.6 million kgs showing
Earnings per Share (EPS) for the year stood at
a loss of 10.2 million kgs compared to previous
Rs. 5.71 as against Rs. 19.51 in the previous year.
season. While North Indian crop was higher by 6
Performance and Operations million kgs., South Indian production was lower by
16.2 million kgs. Unprecedented floods during the
Your Company has been producing quality CTC middle of the season severely impacted production
teas in its Estates in Assam over the years and has in Assam. Assam teas witnessed narrowing of price
wide acceptability amongst premium buyers both in concertina. Market perceived sales and price growth
auction and private sales. in lower segments. Increased market share at lower

B&A Limited
end augured well for major blenders. Shift in buying category teas was substantially narrow.
pattern reflected by market dynamics had a major Consequently, while cost of manufacturing of
impact on the volume and price of the premium premium teas was higher, the tea prices did not
manufacturers. During the season under review support commensurately, resulting in lower surplus
the price difference between premium and medium of the Company during the year under review.
The following table will depict our operating position as on 31st March, 2019.
Operating Positions as on 31st March 2019

Particulars 2018-19 2017-18 Particulars 2018-19 2017-18 Particulars 2018-19 2017-18
A. Production (Lac Kgs) (Lac Kgs) B. Sales (Lac Kgs) (Lac Kgs) C. Selling Price (Rs.) (Rs.)
(Per kg)
a. Own Leaf 35.08 35.84 a. Own Leaf 33.79 36.75 a. Own Leaf 243.21 242.10
b. Bought Leaf 26.37 23.25 b. Bought Leaf 25.86 22.63 b. Bought Leaf 148.96 145.47
Combined Total 61.45 59.09 Combined Total 59.65 59.38 Combined Total 202.34 205.28
During the year under review, the average prices of Transfer to Reserves
the Company’s teas fetched in the auction was
The Company has not transferred any amount
higher than the combined auction averages and teas
to any reserve out of the current year’s profit.
produced from the three factories of the Company
namely, Gatoonga, Mokrung and Salkathoni, featured Dividend
within 1st seven of the CTTA batting order. The Your Board of Directors is pleased to recommend
Company was able to keep most of the expenditures a dividend of 10% on equity share capital of
under control, except on wages and pesticides where the Company for the financial year 2018-19.
expenditure went up substantially due to reasons The distribution of dividend will result in payout of
beyond control. During the year under review, your Rs. 31 lac excluding tax on dividend.
Company was not able to maintain its previous year’s
Subsidiary Company
profitability due to various dynamics as explained
above. The Company’s subsidiary, B&A Packaging India
Ltd, which is engaged in the production of high
Your Company will continue to strive for better quality paper sacks and flexible laminates, performed
profitability during the current year by producing satisfactorily during the financial year ended
quality teas, keeping in mind the current market 31st March 2019. During the financial year ended
trends, improved yield and effective cost control, 31st March 2019 the Company registered a gross
although the staggering increase in wages and other turnover of Rs.71.68 cr. (previous year Rs. 69.72
essential input costs may continue to affect cr.) and a pre-tax profit of Rs.7 .19 cr. (previous year
profitability. It will continue to invest in development Rs. 7.58 cr.). The Board of Directors of the Subsidiary
expenditure as far as practicable for achieving better Company has recommended a dividend of Re. 0.50
yield and producing quality teas. per equity share (previous year Re.0.50 per equity
share) for the financial year ended 31st March 2019.
In terms of Securities & Exchange Board of India
Growth trends and financial performance of the
(Listing Obligations and Disclosure Requirements) Subsidiary Company have been included under para
Regulations 2015, (SEBI LODR), the Management 3.2 in the Management Discussion and Analysis
Discussion and Analysis Report annexed with the Report.
Directors Report which form part of this Annual
Report gives a detailed analysis of your Company’s Extract of Annual Return
operations, performance, prospects and outlook Pursuant to section 92(3) of the Companies Act’
vis-à-vis industry structure and developments. 2013 (hereinafter the Act) read with rule 12 (1) of
20 B&A Limited
the Companies (Management and Administration) Kumar Datta as Independent Directors on the Board
Rules 2014 extract of Annual Return of the Company of the Company for a 2nd term of five consecutive
for the financial year ended 31st March 2019 is years. In the same meeting, the Shareholders also
attached with Board’s Report as Annexure- A. consented that the abovementioned Directors should
hold office of Non-Executive Directors on their
Annual Return of the Company for the financial year attaining the age of Seventy Five years for the
ended 31st March 2018 is available at the website remaining period of Directorship till completion of
of the Company at the following web-link their term of Directorship. Mr. Basant Kumar
http://barooahs.com/annual-return/forms-MGT-7-for- Goswami and Mr. Latifur Rahman will hold office for
the-financial-year-2017-18.pdf. a 2nd term from 1st April 2019 to 31st March 2024
Corporate Social Responsibility and Mr. Prabir Kumar Datta will hold office for a 2nd
term from 1st April 2020 to 31st March 2025.
The Corporate Social Responsibility (CSR) Policy
of the Company as recommended by the CSR During the year, Mr. Robin Aidan Farley son of Mrs.
Anuradha Farley and grandson of Late Hemendra
Committee of Directors and approved by the Board
Prasad Barooah, founder and Ex-Chairman of the
of Directors is available at the website of the
Company, was introduced in the Directorate as an
Company at the web link http://barooahs.com/
Additional Director with effect from 13th November
policies/policy-on-corporate-social-responsibility.pdf
2018. By virtue of section 161 of the Act’, Mr. Farley
The constitution of the CSR Committee and retires in the ensuing Annual General Meeting and
particulars of meetings of the Committee held during is eligible for re-appointment.
the year are disclosed in Corporate Governance By virtue of Section 152 of the Act’, Mr. Amit
Section of the Annual Report. Chowdhuri, Director, retires by rotation in the
In terms of rule 9 of the Companies (Accounts) Rules ensuing Annual General Meeting and is eligible for
2014 read with rule 8 of the Companies (Corporate re-appointment.
Social Responsibility Policy) Rules 2014, Annual Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan,
Report on CSR is attached as Annexure - B and Independent Directors on the Board, will retire on
forms part of the Director’s Report. 31st March 2020 on completion of an initial term of
Fixed Deposit five consecutive years. Being eligible, by virtue of
Sections 149 and 152 of the Act’, the Board on
The Company had no outstanding deposit as on recommendation made by the Nomination and
31st March 2019. Remuneration Committee of Directors recommends
for approval of the Members in the ensuing Annual
Directors and Key Managerial Personnel
General Meeting for the re-appointment of Mr. Ghosh
The Company’s Directorate consists of ten and Mr. Bhuyan with effect from 1st April 2020 till
Directors; five of them are Independent Directors. 31st March 2025 for a 2nd term of five consecutive
Mrs. Anuradha Farley continues to be the Chairman years. The Board also recommends for approval of
of the Board. The composition of the Directorate is the Members in the ensuing Annual General Meeting
in conformity with the provisions of the Act’, allied to hold office of Non-Executive Director by Mr. Anjan
rules and SEBI (LODR). The particulars of the Ghosh on his attaining the age of Seventy Five
Directorate and the Key Managerial Personnel are years for the remaining period of Directorship till
given under Part I of the Corporate Governance completion of his proposed term of Directorship
Report which forms part of this Annual Report. i.e. 31st March 2025.
During the year under review, by virtue of Sections The Company has received notice in writing from
149 and 152 of the Act’, on recommendations made a Member of the Company under Section 160 of
the Act, proposing candidatures of Mr. Robin Farley,
by the Board of Directors, the Shareholders of the
Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan.
Company in the Extra-Ordinary General Meeting
held on 29th March 2019 re-appointed Mr. Basant A brief resume, expertise and shareholding in your
Kumar Goswami, Mr. Latifur Rahman and Mr. Prabir Company together with details of other directorships

B&A Limited
of Mr. Robin Aidan Farley, Mr. Amit Chowdhuri, i) In the preparation of the annual accounts, the
Mr. Anjan Ghosh and Mr. Rajkamal Bhuyan is applicable accounting standards had been
appended in the Notice calling the ensuing Annual followed alongwith proper explanation relating
General Meeting. to material departures;
None of the Directors on the Board has been ii) They had selected such accounting policies and
debarred or disqualified from being appointed or applied them consistently, and made judgments
continuing as Directors by Ministry of Corporate and estimates that are reasonable and prudent
Affairs, Government of India or Securities and so as to give a true and fair view of the state of
Exchange Board of India or any such Statutory affairs of your Company as at 31st March 2019
Authority of India as on the date of this report. A and of the profit of your Company for the financial
certificate in this regard from a Practicing Company year ended 31st March 2019.
Secretary is enclosed as Annexure- C and forms
iii) They had taken proper and sufficient care for
part of this report.
the maintenance of adequate accounting records
Declaration by Independent Directors in accordance with the provisions of the Act’ for
All Independent Directors had given declaration to safeguarding the assets of the Company and for
the Company stating their independence in terms preventing and detecting fraud and other
of section 149 (6) of the Act’ and the same were irregularities.
placed and noted in the meeting of the Board of iv) They had prepared the annual accounts on a
Directors held on 27th May 2019. ‘going concern’ basis.
Meetings of the Board of Directors v) They had laid down internal financial controls to
The particulars of the meetings of the Board of be followed by the Company and such internal
Directors held during the financial year ended 31st financial controls are adequate and were
March 2019 have been furnished under para(ii) of operating effectively.
section I of the Corporate Governance Report forming vi) They had devised proper systems to ensure
part of the Annual Report. compliance with the provisions of all applicable
Committees of the Board of Directors laws and that such systems are adequate and
were operating effectively.
The Board had constituted ‘Audit Committee’,
‘Nomination and Remuneration Committee’, Adequacy of Internal Financial Controls
‘Corporate Social Responsibility Committee’, Share
In terms of section 134 (3) (q) of the Act’ read with
Transfer Committee and ‘Stakeholders Relationship
rule 8 of the Companies (Accounts) Rules 2014
Committee’ of Directors in terms of respective
details of adequacy of internal financial control have
provisions of the Act’ and SEBI (LODR). The
been discussed at length in para 5 of the
constitution, terms of references and policies of these
Management Discussion and Analysis Report which
committees have been discussed in detail in the
forms part the Director’s Report.
Corporate Governance section of the Annual Report.
There were no instances where the Board did not Maintenance of Cost Records
accept the recommendations of the Audit Committee.
The Company has maintained adequate cost
Compliance with Corporate Governance norms accounts and records as specified under Section
In terms of the SEBI (LODR), a certificate from a 148(1) of the Act’ with respect to its tea business.
Practicing Company Secretary on compliance Particulars of Contract and Arrangement with
of corporate governance is attached with the Related Parties
Director’s Report and forms part of Annual Report.
A policy on related party had been devised by the
Directors Responsibility Statement Board of Directors which is in conformity with
Pursuant to the provisions of section 134(5) of the Regulation 23 of SEBI (LODR) for determining the
Act’ the Directors state that: materiality of transactions with related parties and
22 B&A Limited
strategy for dealing with the same. The said policy Report. The Risk Management Policy is available
is available at the website of the Company at the at the website of the Company at the following web-
following web-link http://barooahs.com/policies/policy- link http://barooahs.com/policies/risk-management-
on-related-party-transactions.pdf. policy.pdf
In terms of section 134 of the Act’ read with rule 8(2) Evaluation of Board’s Performance
of the Companies (Accounts) Rules 2014 particulars
In terms of section 134 (3) of the Act’ read with SEBI
of contracts/arrangements entered into by the
(LODR), the Company had laid down the criteria for
Company during the financial year under review in
reviewing the performance of its Board of Directors,
form AOC-2 is attached as Annexure- D and forms
Committees of the Board and individual Directors.
part of the Director’s Report.
The evaluation process of Directors inter alia
Remuneration Policy considers attendance of the Directors at Board and
Committee meetings, acquaintance with business,
The Board of Directors in compliance with the communicating inter-se board members, effective
provisions of section 178 (3) of the Act, on participation, domain knowledge, compliance with
recommendation made by the Nomination and code of conduct, vision and strategy. The evaluation
Remuneration Committee of Directors formulated process and criteria for evaluating the performance
the Nomination and Remuneration Policy of are available in detail in the website of the Company
the Company. The said policy is available at the at the following web-link http://barooahs.com/policies/
website of the Company at the following web-link remuneration-policy.pdf.
http://barooahs.com/policies/remuneration-policy.pdf.
The Board evaluated its own annual performance
Disclosure in terms of section 197 of the Act’ read including that of its Committees in the meeting of
with rule 5 of the Companies (Appointment & the Board of Directors held on 27th May 2019.The
Remuneration) Rules 2014 regarding remuneration Board in the same meeting evaluated performance
paid to Directors and Key Managerial Personnel for of the individual Directors.
the financial year ended 31st March 2019 is given
para 2(f) of Section II in the Corporate Governance Statutory and Cost Auditors
Section of the Annual Report. M/s. Ghosal, Basu & Ray, Chartered Accountants,
Kolkata, (FRN 315080E) were appointed as Statutory
Particulars of top ten employees in terms of
Auditors of the Company for a term of five years in
remuneration drawn during the financial year ended
the Annual General Meeting held on 15th September
31st March 2019 is produced in the Corporate
2015.
Governance section of the Annual Report.
The Report given by the Statutory Auditors on the
Vigil Mechanism
Financial Statement of the Company for the financial
In terms of section 177 (10) of the Act’ and regulation year ended 31st March 2019 is a part of the Annual
22 of the SEBI (LODR), the Company had established Report. There has been no qualification, reservation,
a vigil mechanism to report and deal with genuine adverse remark or disclaimer in the report.
concern raised by a whistle blower. The said policy M/s. Mou Banerjee & Co., Cost Accountants
is available at the website of the Company at the (FRN 00266) were appointed Cost Auditors to
following web-link http://barooahs.com/policies/vigil- carry out the Cost Audit of the applicable business
mechanism.pdf. of the Company for the financial year ended
Risk Management 31st March 2019.
In terms of section 134 (3) of the Act’ the Board of The Board of Directors has appointed them for the
Directors framed Risk Management Policy of the financial year 2019-20.
Company to identify the key risk areas/elements Secretarial Auditors
with regards to its tea business. Detailed discussions
on Companies Risk Mitigation Plan has been made M/s T. Chatterjee & Associates, Practicing Company
under para 4.2 of the Management Discussion and Secretaries, (FRN P2007WB067100) carried out the
Analysis Report which forms part of this Director’s Secretarial Audit of the Company as envisaged

B&A Limited
under Section 204 of the Act’ read with Regulation Material Changes and Commitments
24A of the SEBI (LODR) for the financial year Your Directors confirm that there were no material
2018-19. The Audit Report and Secretarial changes and commitments, affecting the financial
Compliance Report are attached with the Board’s position of the Company which occurred between
Report as Annexure-E. the end of the financial year of the Company and
With regards to observation of the Secretarial Auditor the date of this report.
for outstanding dematerialization of 100 (One Employee Relations
hundred) equity shares belonging to Promoter
The Employee Relations remained harmonious
Category, the Directors confirm that the concerned
throughout the year and your Directors wishes to
shareholder has been contacted to take necessary
convey their gratitude and place on record their
steps to convert the said shares in dematerialized
appreciation for all executives, staff and workers at
mode.
all levels for their hard work, solidarity, cooperation
None of the Auditors of the Company has reported and dedication during the year.
any fraud as specified under the second proviso of Other declarations
Section 143 (12) of the Act.
Your Directors state that during the year under
Details of the Material and Significant Orders review:
There was no material order against the Company a. The Company complied with Secretarial
by any Regulator, Court or Tribunal impacting Standards issued by the Institute of Company
the going concern status of the Company. Secretaries of India on Board and General
Meetings.
A Scheme of Amalgamation between the Company
and Buragohain Tea Company Ltd approved by the b. The Company made no scheme or provision of
Hon’ble Gauhati High Court has been challenged money for the purchase of its own shares by
and is pending adjudication before appellate side of employees/ Directors or by trustees for the benefit
the said Court. of employees/Directors.
Conservation of Energy, Technology Absorption c. The Company did not give any loan or provided
and Foreign Exchange Earnings and Outgo any guarantee or made any investments which
were covered under section 186 of the Act’.
Pursuant to section 134 (3) of the Act’ read with
d. The Company did not issue any equity shares
Companies (Accounts) Rules, 2014 the information
with differential rights as to dividend, voting or
relating to conservation of energy, technology
otherwise; and
absorption and foreign exchange earnings and
outgo is attached with the Board’s Report as e. There was no change in the share capital or
Annexure - F. nature of business of the Company.
For and on behalf of the Board of Directors
Place : Kolkata Anjan Ghosh Somnath Chatterjee

Date : 27th May 2019 Director Managing Director
24 B&A Limited
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - A
FORM MGT-9
EXTRACT OF ANNUAL RETURN
As on financial year ended 31st March, 2019
[Pursuant to section 92 (3) of the Companies Act’ 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS

Corporate Identification Number: L01132AS1915PLC000200
Registration Date: 1st June, 1915
Name of the Company: B & A Limited
Category/Sub-Category of the Company: Public Limited Company
Address of the registered office and Contact details : Indu Bhawan, Mahatma
Gandhi Road, Jorhat - 785001
Assam
Whether Listed Company: Yes
Name, Address and Contact details of MCS Share Transfer Agent Ltd.
Registrar and Transfer Agent, if any: 383, Lake Gardens, 1st Floor
Kolkata - 700045.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY - All the business activities contributing
10% or more of the total turnover of the company shall be stated.
Serial Name and Description of NIC Code of the % of total turnover

No. Main products/services Product/Service of the Company
1. Growing of Tea 01271

100%
Processing and Blending of Tea 10791
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Serial Name and address CIN/GLN Holding/ % of shares Applicable

No. of the company Subsidiary/ held Section
Associate
1. B & A Packaging India L21021OR1986 Subsidiary 71.66% 2(87)
Ltd. 22, Balgopalpur PLC001624
Industrial Area,
Balasore - 756020,
Odisha, India

B&A Limited
IV. SHAREHOLDING PATTERN - Equity Share Capital Breakup as percentage of Total Equity.
i) Category-wise Shareholding
Category of No. of Shares held at the No. of Shares held at the

%
Shareholders beginning of the year (01.04.2018) end of the year (31.03.2019)
Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
Shares Shares year
A. Promoters
(1) Indian
a) Individual/HUF 1420848 500 1421348 45.85 1421048 300 1421348 45.85 NIL
b) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) State Govt.(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Bodies Corp. 128776 NIL 128776 4.15 128776 NIL 128776 4.15 NIL
e) Banks/FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Any Other (Trust) 283491 NIL 283491 9.15 283491 NIL 283491 9.15 NIL
Sub-total (A) (1):- 1833115 500 1833615 59.15 1833315 300 1833615 59.15 NIL
(2) Foreign
a) NRIs- Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Other- Individuals NIL NIL NIL NIL NIL NIL NIL NIL NIL
c) Bodies Corp. NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) Banks/ FI NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Any Other…… NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (A) (2):- NIL NIL NIL NIL NIL NIL NIL NIL NIL
Total shareholding of 1833115 500 1833615 59.15 1833315 300 1833615 59.15 NIL
Promoter (A)=(A)(1)+
(A)(2)
B. Public Shareholding
1. Institutions
a) Mutual Funds NIL 100 100 0.00 NIL 100 100 0.00 NIL
b) Banks/FI NIL 1200 1200 0.04 NIL 1200 1200 0.04 NIL
c) Central Govt. NIL NIL NIL NIL NIL NIL NIL NIL NIL
d) State Govt.(s) NIL NIL NIL NIL NIL NIL NIL NIL NIL
e) Venture Capital Funds NIL NIL NIL NIL NIL NIL NIL NIL NIL
f) Insurance Companies NIL NIL NIL NIL NIL NIL NIL NIL NIL
g) FIIs NIL NIL NIL NIL NIL NIL NIL NIL NIL
h) Foreign Venture NIL NIL NIL NIL NIL NIL NIL NIL NIL
Capital Funds
i) Others (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
Sub-total (B) (1):- NIL 1300 1300 0.04 NIL 1300 1300 0.04 NIL
26 B&A Limited
Category of No. of Shares held at the No. of Shares held at the

%
Shareholders beginning of the year (01.04.2018) end of the year (31.03.2019)
Change
Demat Physical Total % of Demat Physical Total % of during
Total Total the
Shares Shares year
2. Non-Institutions
a) Bodies Corp.
i) Indian 88416 11054 99470 3.21 108648 9954 118602 3.83 (0.62)
ii) Overseas NIL NIL NIL NIL NIL NIL NIL NIL NIL
b) Individuals
i) Individual shareholders 627319 123430 750749 24.22 611438 105184 716622 23.12 (1.10)
holding nominal share
capital upto Rs. 1 lakh
ii) Individual shareholders 366695 NIL 366695 11.83 375210 NIL 375210 12.10 0.27
holding nominal share
capital in excess of
Rs. 1 lakh
c) Others
i) Non Resident Indians 11007 5000 16007 0.52 11732 4800 16532 0.53 0.01
ii) Trusts & Foundations (specify) NIL NIL NIL NIL NIL NIL NIL NIL NIL
iii) IEPF 32164 NIL 32164 1.04 38119 NIL 38119 1.23 0.20
Sub-total (B) (2):- 1125601 139484 1265085 40.81 1145147 119938 1265085 40.81 NIL
Total Public Shareholding 1125601 140784 1266385 40.85 1145147 121238 1266385 40.85 NIL
(B)= (B)(1)+(B)(2)
C. Shares held by Custodian NIL NIL NIL NIL NIL NIL NIL NIL NIL
for GDRs & ADRs
Grand Total (A+B+C) 2958716 141284 3100000 100 2978462 121538 3100000 100 NIL

B&A Limited
ii) Shareholding of Promoters.
Sl. No. Shareholder’s Shareholding at the Shareholding at the %

Name beginning of the year (01.04.2018) end of the year (31.03.2019) Change in
No. of % of total % of shares No. of % of total % of shares share
Shares Share of the Pledged/ Shares Share of the Pledged/ holding
company encumbered company encumbered during
to total to total the
shares shares year
1. Hemendra Prasad Barooah 861918 27.80 NIL 861918 27.80 NIL NIL
2. Sharmila Shetty 316200 10.20 6.45 316200 10.20 6.45 NIL
3. Somnath Chatterjee 242430 7.82 NIL 242430 7.82 NIL NIL
4. Hemen Barooah
Benevolent & Family Trust 157991 5.10 NIL 157991 5.10 NIL NIL
5. Hemen Barooah Trust 125500 4.05 NIL 125500 4.05 NIL NIL
6. Barooahs & Associates Pvt. Ltd. 123176 3.97 NIL 123176 3.97 NIL NIL
7. Hacienda Properties Pvt. Ltd. 5600 0.18 NIL 5600 0.18 NIL NIL
8. Neela Bose 200 0.01 NIL 200 0.01 NIL NIL
9. i) Mridul Mahanta 200 0.01 NIL NIL NIL NIL NIL
ii) Rupa Barbora NIL NIL NIL 200 0.01 NIL 0.01
(Shares transmitted from Mridul
Mahanta on 12th February 2019)
10. Padma Kanta Mahanta 200 0.01 NIL 200 0.01 NIL NIL
11. Deena Raj 100 NIL NIL 100 NIL NIL NIL
12. Tridiv Mahanta 100 NIL NIL 100 NIL NIL NIL
Total 1833615 59.15 6.45 1833615 59.15 6.45 0.01
iii) Change in Promoters’ Shareholding (please specify, if there is no change) - There has been no
change in the shareholding pattern in the promoter’s shareholding during the financial year 2018-19.
iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs
and ADRs).
Serial Name of the Shareholder Shareholding Cumulative Shareholding
No. during the year
No. of shares (%) of total No. of shares (%) of total
share capital share capital
1. Prakash Jain
At the beginning of the year 63149 2.04 63149 2.04
Bought during the year -- -- 63149 2.04
Sold during the year -- -- 63149 2.04
At the end of the year 63149 2.04 63149 2.04
2. Subramanian P.
28 B&A Limited

No. during the year
3. Pramod Prakash Mitra

Bought during the year 350 0.01 41350 1.33
4. Dr. Ramesh Chimanlal Shah
Sold during the year 2657 0.08 39630 1.28
5. Kapil Narendra Gupta
6. Jivraj Tea Ltd
7. Shail Bhusan Mehta
8. Mahendra Girdharilal
9. R. N. Rubesh

B&A Limited

No. during the year
10. Tarun Shantilal Joshi
Date-wise transactions are available at the website of the company at https://www.barooahs.com
v) Shareholding of Directors and Key Managerial Personnel.
Serial Name of the Director/ Shareholding Cumulative Shareholding

No. Key Managerial Personnel during the year
1. Mrs. Anuradha Farley

Bought During the year -- -- 4800 0.16
2. Mr. Somnath Chatterjee

3. Mr. Bhramar Kumar Mahanta

4. Mr. Tapas Kumar Chatterjee

30 B&A Limited
V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not

due for payment.
(in Rs.)
Secured Loans Unsecured Deposits Total

excluding deposits Loans Indebtedness
Indebtedness at the beginning

of the financial year
i) Principal Amount 32,97,62,882 -- -- 32,97,62,882
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i + ii + iii) 32,97,62,882 -- -- 32,97,62,882
Change in indebtedness
during the financial year
- Addition 2,19,81,00,727 2,07,98,904 -- --
- Reduction (2,17,09,19,472) (2,07,98,904) -- --
Net Change 2,71,90,255 -- -- --
Indebtedness at the end

of the financial year
i) Principal Amount 35,69,53,137 -- -- 35,69,53,137
ii) Interest due but not paid -- -- -- --
iii) Interest accrued but not due -- -- -- --
Total (i + ii +iii) 35,69,53,137 -- -- 35,69,53,137

B&A Limited
VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director and/or Manager.
(in Rs.)
Serial Particulars of Remuneration Somnath Chatterjee Total

No. Managing Director Amount
1. Gross Salary
(a) Salary as per provisions contained in section 17(1) 24,47,600 24,47,600
of the Income Tax Act, 1961
(b) Value of perquisites/s contained in section 17(2) 6,16,188 6,16,188
(c) Profits in lieu of salary contained in section 17(3) -- --
2. Stock Option -- --
3. Sweat Equity -- --
4. Commission
-- as % of profit -- --
-- others, specify… -- --
5. Total (A) 30,63,788 30,63,788
Ceiling as per the Act As per Companies Act’ 2013
B. Remuneration to other Directors.

(in Rs.)
Serial Name of the Director Fee for attending Commission Others Total
No. Board and Committee please,specify
Meetings
1 Independent Directors
i. Mr. Basant Kumar Goswami 2,30,000 NIL NIL 2,30,000
iii. Mr. Latifur Rahman NIL NIL NIL NIL
iv. Mr. Anjan Ghosh 4,24,000 NIL NIL 4,24,000
v. Mr. Prabir Kumar Datta 2,10,000 NIL NIL 2,10,000
vi. Mr. Raj Kamal Bhuyan 2,50,000 NIL NIL 2,50,000
Total (1) 11,14,000 NIL NIL 11,14,000
2. Other Non-Executive Directors
i. Mrs. Anuradha Farley 20,000 NIL NIL 20,000
ii. Mr. Amit Chowdhuri 3,26,000 NIL NIL 3,26,000
iii. Mr. Bhramar Kumar Mahanta 1,40,000 NIL NIL 1,40,000
Total (2) 4,86,000 NIL NIL 4,86,000
Total (B)= (1+2) 16,00,000 NIL NIL 16,00,000
Total Managerial Remuneration (excluding sitting fees) 30,63,788
Overall Ceiling as per the Act’ As per Companies Act’ 2013.
32 B&A Limited
C. Remuneration to Key Managerial Personnel other than Managing Director/Manager/

Whole Time Director
(in Rs.)
Particulars of Remuneration Key Managerial Personnel
Serial
No. Company Chief Financial Total
Secretary Officer
1. Gross Salary
(a) Salary as per provisions contained in section 10,01,960 11,44,850 21,46,810
17(1) of the Income Tax Act, 1961
(b) Value of perquisites/s contained in section 75,390 1,71,829 2,47,219
(c) Profits in lieu of salary contained in section -- -- --
2. Stock Option -- -- --
3. Sweat Equity -- -- --
4. Commission
- as % of profit -- -- --
- others, specify… -- -- --
5. Others, please specify
Total 10,77,350 13,16,679 23,94,029
VII) PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES : -

There was no penalty, punishment or compounding of offences for the year ended 31st March, 2019.


B&A Limited
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - B
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Rule 8 of Companies (Corporate Social Responsibilities Policy) Rules, 2014
1. A brief outline of the company's CSR policy, (vi) Contributing to the Government funds set up
including overview of projects or programs for national relief, socio-economic development,
proposed to be undertaken and a reference to relief and welfare of backward classes, minorities
the web link to the CSR policy and projects and and children and promotion of sanitation.
programs:-
Programs undertaken/ on-going and proposed
Brief Outline of Company’s CSR policy: projects:
(i) Supporting programme and initiatives for (i) Funding for construction of sanitation facility
educating including special education and in several schools located in Assam.
training of children with special emphasis on
children who are differently abled and with (ii) Funding for construction of boundary wall,
special needs. flooring, water supply and other repair work
in schools located in and around Jorhat,
(ii) Supporting programme and initiatives for setting Assam.
up homes, hostels, playground and libraries for
children with special needs, women and orphans (iii) Providing books, furniture and utensils in
and setting up of old age homes, day care several schools and children’s library located
centres and ancillary facilities for senior citizens in and around Jorhat, Assam.
with emphasis on reducing inequalities faced (iv) Providing utilities in a blind institution for
by socially and economically backward groups. children located at Jorhat, Assam.
(iii) Collaborating with communities and institutions
(v) Funding scholarships to meritorious students
to contribute to the mission of eradicating poverty
of Assam Agricultural University, Jorhat and
and hunger, especially in remote areas, through
Gauhati University, Guwahati, Assam.
agricultural research and knowledge sharing,
superior farm and agri-extension practices, soil (vi) Establishment of Dialysis Unit in Christian
and moisture conservation and watershed Mission Hospital, Jorhat
management, conservation of forest resources
(vii)Provision and maintenance for Hearse Van
and drinking water, empowering women
in Jorhat.
economically particularly with regard to
education, vocational training, health awareness CSR policy and details of the program/
and supplementing primary education by projects are also available at the website of
establishing schools and participating in rural the company at https://www./narppajs./com
capacity building programme and such other
2. The Composition of the CSR Committee: The
initiatives.
CSR Committee consists of Mr. Prabir Kumar
(iv) Sustaining continuously to improve standards Datta, Mr. Anjan Ghosh, Mr. Amit Chowdhuri
of Environment, Health and Safety in and Mr. Somnath Chatterjee, Directors of the
collaboration with communities, institutions and Company. Mr. Datta presides the Committee
own employees and to prevent illness and as Chairman.
combat diseases which may be considered
appropriate from time to time. 3. Average net profit of the company for last three
financial years: Rs.712.58 lac
(v) Supporting programme and initiatives of
government approved academic, technical and 4. Prescribed CSR Expenditure (two percent
medical institutions by contributing to technology of the amount as mentioned in item 3 above):
incubators. Rs. 14.25 lac
34 B&A Limited
5. Details of CSR expenditure disbursed during the financial year ended 31st March, 2019:
(i) Total amount spent for the financial year: Rs. 14.29 lac.
(ii) Amount unspent, if any: Nil
(iii) Manner in which the amount was spent during the financial year is detailed below:
1 2 3 4 5 6 7 8
Serial CSR Project or Sector in which Projects of programs (1) Amount of outlay Amount spent on Cumulitive Amount
No. activities the Projects is Local area (2) specify the (budget) projects or the projects or expenditure Spent: Direct
indentified covered state and disctrict where program wise programs subhead upto the or through
(Note 1) projects or programs was (1) direct reporting implenting
undertaken expenditure on period agency
projects or
programs (2)
overtheads
1 Dyalisis Unit (ii) Local area of operation, 41.27 7.26 34.84 Direct
Jorhat, Assam
2 Hearse Van (ii) Local area of operation, 10.50 1.50 9.62 Direct
Jorhat, Assam
3 Furniture for (i) Local area of operation, 0.50 0.50 0.50 Direct
Bloom Lotus Jorhat, Assam
School
4 Furniture for (i) Local area of operation, 1.50 1.03 1.03 Direct
Children’s reading Jorhat, Assam
library
5 Repair work at (i) Local area of operation, 4.00 4.00 4.00 Direct
Sangsua Bagan Jorhat, Assam
High School
Note 1- Sectors as specified in Schedule VII of the Act’ in which the project is covered:
(i) Promoting education including special education and employment enhancing vocational skills specially
among children, women, elderly and the differently abled and livelihood enhancement projects.
(ii) Eradicating hunger, poverty, and malnutrition, promoting health care including preventive health care
and sanitation including contribution to Swach Bharat Kosh set up by the Central Government for the
promotion of sanitation and making available safe drinking water.
6. Reasons for not spending CSR Expenditure for the financial year ended 31st March 2019: Not applicable
7. The CSR Committee confirms that the implementation and monitoring of the CSR activities of the
Company are in compliance with the CSR objectives and CSR Policy of the Company.
On behalf of B & A Ltd.
Anjan Ghosh Prabir Kumar Datta

Member Chairman
CSR Committee CSR Committee
Amit Chowdhuri Somnath Chatterjee

Place : Kolkata, Member Member
Date : 27th May, 2019 CSR Committee CSR Committee

B&A Limited
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - C
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015)
To
The Members,
B&A Limited
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors
of B&A Limited, CIN L01132AS1915PLC000200, having registered office at Indu Bhawan, Mahatma Gandhi
Road, Jorhat, Assam - 785001 (hereinafter referred to as ‘the Company’), produced before us by the
Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule
V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In our opinion and to the best ofour belief, information and according to the verifications (including Directors
Identification Number (DIN) status of the respective directors at the portal www.mca.gov.in) as considered
necessary and written representation made by the respective directors, we hereby certify that none of the
Directors on the Board of the Company for the Financial Year ended on 31st March, 2019 have been
debarred or disqualified from being appointed or continuing as Directors of companies by the Securities
and Exchange Board of India, Ministry of Corporate Affairs,or any such other Statutory Authority.
Ensuring the eligibility for the appointment / continuity as Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion based on our verification and
representation made by the respective Directors.
For T. Chatterjee & Associates

FRN No. P2007WB067100
Binita Pandey - Partner

Place : Kolkata Membership No: 41594
Date : 10th May 2019 COP No. : 19730
36 B&A Limited
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - D

Form No. AOC - 2
(Pursuant to clause (h) of sub-section (3) of section arrangements entered into by the Company with
134 of the Act and Rule 8(2) of the Companies related parties referred to in sub-section (1) of section
(Accounts) Rules, 2014) 188 of the Companies Act, 2013 (hereinafter the
Act’) including certain arm’s length transactions
Form for disclosure of particulars of contracts/ under third proviso thereto:
1. Details of contracts or arrangements or transactions effective during FY 2018-19 and not at arm's
length basis:
Names of Nature of Duration of the Salient terms Justification for Dates of Amount paid Date on
the contracts/ contracts/ of the contracts/ entering into such approval by as advance which the
related arrangements/ arrangements/ arrangements/ contracts or the Board if any special
party and transactions transactions transactions including arrangements or resolution
nature of value, if any transactions was passed
relation
ship
(a) (b) (c) (d) (e) (f) (g) (h)
Barooahs Service charges From 1st April Transaction upto The Company operates 21st May -- Since the
& paid to BAPL by 2018 to 31st Rs. 500 lac for the seven tea estates in 2018 transactions
Associate the company March 2019 financial year ended Assam and various do not exceed
s Pvt. Ltd during financial 31st March 2019 on services relating to the prescribed
(BAPL) year ended 31st account of service management of its limits no
March 2019 charges availed for gardens are required special
management of tea on regular basis. BAPL resolution was
estates of the has got necessary required to be
company, arranging personnel and expertise passed under
supply of stores, to render the services 1st provision of
machineries, as enumerated above at section 188 of
packaging materials, competitive prices and the Act.
etc. at competitive has been rendering
prices and arranging such services for a long
for sale of company’s time in terms of an
teas. agreement. Since these
services are unique in
nature, market rates are
not readily available.
Heritage Receipt of lease From 1st April Transaction of Rs. 2 lac The Company has two 21st May -- As above
North rentals for letting 2018 to 31st for the financial year bungalows at Sangsua 2018
East Pvt. two bungalows at March 2019 ended 31st March 2019 and Gatoonga Tea
Ltd. Sangsua and on account of receipt of Estates which has been
(HNE) Gatoonga Tea annual lease rental leased to HNE for
Estates to HNE from HNE for use of two conducting its tourism
during the bungalows at Sangsua activity which have been
financial year and Gatoonga Tea continuing for years.
ended 31st Estates Since the Bungalows
March 2019 are located amidst the
tea gardens, market
rate for the lease rentals
are not available.

B&A Limited
Names of Nature of Duration of the Salient terms Justification for Dates of Amount paid Date on
the contracts/ contracts/ of the contracts/ entering into such approval by as advance which the
related arrangements/ arrangements/ arrangements/ contract or the Board if any special
party and transactions transactions transactions including arrangements or resolution
nature of value, if any transactions was passed
relation
ship
(a) (b) (c) (d) (e) (f) (g) (h)
Heritage Temporary From 1st April Transaction of Rs. 120 The Company’s 21st May -- As above
North advance 2018 to 31st lac for the financial year bungalows is operated 2018
East Pvt. made March 2019 ended 31st March 2019 by HNE. To meet the
Ltd. on account of exigencies of HNE the
(HNE) termporary advance company makes
temporary advance
from time to time
repayable by HNE on
demand.
Kaziranga Temporary From 1st April Transaction of Rs. 40 The Company’s golf 21st May -- As above
Golf Club advance 2018 to 31st lac for the financial year course in Sangsua Tea 2018
Pvt. Ltd. made March 2019 ended 31st March 2019 Estate is operated by
(KGCL) on account of KGCL. To meet the
termporary advance exigencies of KGCL the
company makes
temporary advance from
time to time repayable
by KGCL on demand.
2. Details of (*) material contracts or arrangements or transactions at arm’s length basis :
Names of the Nature of Duration of Salient terms Date(s) of Amount paid

related party contracts/arrang the contracts/ of the contracts approval by the as advances,
and nature of ements/transacti arrangements/tra or arrangements Board, if any if any
relationship ons nsaction or transactions
including values,
if any
(a) (b) (c) (d) (e) (f)
Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable
*Transactions with a related party is construed as material if the transaction/transactions to be entered individually or
taken together with previous transactions entered during the financial year exceeds ten percent of the annual consolidated
turnover of the company.

38 B&A Limited
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - E
SECRETARIAL AUDIT REPORT
FORM MR - 3
(For the period 01-04-2018 to 31-03-2019)
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To, III. The Depositories Act, 1996 and Regulations

The Members and Bye-laws framed thereunder;
B&A Limited
IV. The following Regulations and Guidelines
We have conducted the Secretarial Audit of the prescribed under the Securities and
compliance of applicable statutory provisions and Exchange Board of India Act, 1992
the adherence to good corporate practices by B&A (‘SEBI Act’) to the extent applicable to the
Ltd, CIN- L01132AS1915PLC000200 (hereinafter Company :-
called the Company). Secretarial Audit was a. The Securities and Exchange Board of
conducted in a manner that provided us a reasonable India (Substantial Acquisition of Shares
basis for evaluating the corporate conducts/statutory and Takeovers) Regulations, 2011;
compliances and expressing our opinion thereon.
b. The Securities and Exchange Board of
Based on verification of the books, papers, minute India (Prohibition of Insider Trading)
books, forms, returns filed and other records Regulations, 2015;
maintained by the Company and also the information
c. The Securities and Exchange Board of
provided by the Company, its officers, agents
India (Registrars to an Issue and Share
(including RTA) and authorized representatives
Transfer Agents) Regulations, 1993;
during the conduct of secretarial audit, we hereby
report that in our opinion, the Company has, during V. Management represented that other fiscal,
the audit period ended on 31st March 2019, complied labour and environmental laws which are
with the statutory provisions listed hereunder and generally applicable to such companies,
also that the Company has proper Board-processes are duly complied. The following laws/Acts
and compliance-mechanism in place to the extent, are also inter-alia specifically applicable to
in the manner and subject to the reporting made the Company, the management represented
hereinafter: that same are complied with, to the extent
applicable:
1. We have examined the books, papers, minute
books, forms, returns filed and other records a. The Standards of Weights and
Measures (Enforcement) Act, 1985
maintained by the Company for the audit period
ended on 31st March, 2019 according to the b. Food Safety and Standards Act, 2006
provisions of: c. Factories Act, 1948
I. The Companies Act, 2013 (the Act) and the We have also examined compliance of
rules made thereunder; the applicable clauses of the following:
II. The Securities Contracts (Regulation) Act, a. Secretarial Standards issued by The
1956 (‘SCRA’) and the rules made Institute of Company Secretaries of
thereunder; India,

B&A Limited
b. The Provisions of the Securities Directors that took place during the period
and Exchange Board of India (Listing under review were carried out in compliance
Obligations & Disclosure Requirements) with the provisions of the Act.
Regulations 2015;
b. Adequate notice is given to all directors to
During the period under review the Company schedule the Board Meetings, agenda and
has complied with the provisions of the SEBI detailed notes on agenda were sent at least
Act, Rules, Regulations, Secretarial Standards seven days in advance, and a system exists
and SEBI (Listing Obligations & Disclosure for seeking and obtaining further information
Requirements) Regulations 2015 etc mentioned and clarifications on the agenda items before
above to the extent applicable. the meeting and for meaningful participation
at the meeting.
However, we report that 300 Equity Shares of
the Company is held by the promoters in physical c. None of the Directors in any meeting
form, out of which 200 shares are exempted dissented on any resolution and hence there
under SEBI Circular No. SEBI/CIR/ISD/1/2012 was no instance of recording any dissenting
dated March 30, 2012, Clause 3(c) in arriving member’s view in the minutes.
at compliance with 100% Promoters holding in
We further report that there are adequate systems
demat form.
and processes in the Company commensurate with
2. We further report that: the size and operations of the Company to monitor
and ensure compliance with applicable laws, rules,
a. The Board of Directors of the Company
regulations and guidelines.
is duly constituted with proper balance
of Executive Directors, Non-Executive This report is to be read with our letter of even
Directors and Independent Directors. The date which is annexed as Annexure A and forms
changes in the composition of the Board of an integral part of this report.

FRN No. P2007WB067100

Date : 10th May, 2019 COP No. : 19730
40 B&A Limited
ANNEXURE - A to Secretarial Audit Report

To,
The Members
B&A Limited
Our report of even date is to be read along with practices, we followed provide a reasonable
this letter. basis for our opinion.
1. Maintenance of secretarial record is the 3. Where ever required, we have obtained the
responsibility of the management of the Management representation about the
Company. compliance of laws, rules and regulations and
happening of events etc.
Our responsibility is to express an opinion
4. The compliance of the provisions of Corporate
on these secretarial records based on
and other applicable laws, rules, regulations,
our audit.
standards is the responsibility of management.
2. We have followed the audit practices and Our examination was limited to the verification
processes as were appropriate to obtain of procedures on test basis.
reasonable assurance about the correctness of 5. The Secretarial Audit is neither an assurance
the contents of the Secretarial records. The as to the future viability of the Company nor of
verification was done on test basis to ensure the efficacy or effectiveness with which the
that correct facts are reflected in secretarial management has conducted the affairs of the
records. We believe that the processes and Company.

FRN No. P2007WB067100
Date : 10th May, 2019 COP No. : 19730
SECRETARIAL COMPLIANCE REPORT

[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2018]
To
The members
B & A Limited
We have examined: Scrip Code- 508136 (hereinafter referred

as “the listed entity”)
(a) all the documents and records made
available to us and explanation provided (b) the filings/ submissions made by the listed
by B & A Limited, having Registered entity to the stock exchanges,
office at Indu Bhawan, Mahatma Gandhi (c) website of the listed entity,
Road, Jorhat, Assam - 785001 and (d) any other document/ filing, as may be
Corporate Office at 113, Park Street, 9th relevant, which has been relied upon to
Floor, Kolkata- 700016, Listed on BSE, make this certification,

B&A Limited
for the year ended 31st March, 2019 We report that the listed entity has complied the
(herein after referred as the “Review Period”) applicable clauses of the Securities and Exchange
in respect of compliance with the provisions, Board of India (Listing Obligations & Disclosure
to the extent applicable to the listed Requirements) Regulations, 2015 with respect to
entity of: corporate governance provisions as specified
(i) the Securities and Exchange Board of in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25,
India Act, 1992 (“SEBI Act”) and the 26, 27 and clauses (a) to (i) of sub-regulation (2)
Regulations, circulars, guidelines issued of regulation 46 and para A, B, C , D and E of
thereunder; and Schedule V.
(ii) the Securities Contracts (Regulation) Based on the above examination, We hereby
Act, 1956 (“SCRA”), rules made report that, during the Review Period:
thereunder and the Regulations,
(a) The Listed entity has complied with the provisions
circulars, guidelines issued thereunder
of the above Regulations and circulars/guidelines
by the Securities and Exchange Board
issued thereunder.
of India (“SEBI”);
The specific Regulations, whose provisions and the (b) The Listed entity has maintained proper records
circulars/ guidelines issued thereunder, have been under the provisions of the above Regulations
examined to the extent applicable to the listed entity, and circulars/guidelines issued thereunder insofar
include: - as it appears from our examination of those
records.
(a) Securities and Exchange Board of India
(Listing Obligations and Disclosure (c) During the period under review there was no
Requirements) Regulations, 2015; action taken against the listed entity/its
(b) Securities and Exchange Board of India promoters/directors/material subsidiaries either
(Substantial Acquisition of Shares and by SEBI or by Stock Exchanges.
Takeovers) Regulations, 2011; We further report that based on the information
(c) Securities and Exchange Board of India received and records maintained there are adequate
(Issue and Listing of Debt Securities) systems and processes in the listed entity with the
Regulations, 2008; size and operations of the listed entity to monitor
(d) Securities and Exchange Board of India and ensure compliance with applicable laws, rules,
(Prohibition of Insider Trading) Regulations, regulations and guidelines.
2015; However, we report that 300 Equity Shares of
and based on the above examination, we hereby the Company is held by the promoters in physical
report that, during the Review Period the listed form, out of which 200 shares are exempted under
entity has complied with the provisions of the above SEBI Circular No. SEBI/CIR/ISD/1/2012 dated March
Regulations and circulars/guidelines issued 30, 2012, Clause 3(c) in arriving at compliance
thereunder. with 100% Promoters holding in demat form.

FRN No. P2007WB067100

Date : 10th May, 2019 COP No. : 19730
42 B&A Limited
ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - F
Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo
[Pursuant to clause (m) of sub-section (3) of section 134 of the Act and Rule 8(3) of the Companies
(Accounts) Rules, 2014]
a) Conservation of Energy
(i) Steps taken or impact on conservation (i) Online conveyorisation of manufacturing process which
of energy : resulted in reduction of idle running time of machineries,
less time consumption thereby saving energy and
increasing efficiency.
(ii) Using gas grids for generating heat.
(iii) Replacement of old electrical motors by new energy efficient
motors in phased manner.
(iv) Purchase of energy efficient farm equipment.
(v) Installation of LED.
(vi) Policy of regular service of heating and cooling equipment
(vii) Replacement of old air conditioners with new one.
(viii) Phased replacement of old vehicles by new one.
(ix) Optimizing factory running hours and machinery usage
to achieve high load factor and avail minimum tariff.
(x) Maintaining water bodies to reduce power consumption.
(xi) Installation of new CTC/dryer machine in Sangsua Factory.
(ii) Steps taken by the Company for The Company’s operation extends to large areas where usage
utilizing alternate sources of energy : of alternative energy is rather difficult. However, the Company
has undertaken feasibility study.
(iii) Capital investment made on energy The Company had not made separate capital investment during
saving equipments : the year in energy conserving equipments.
b) Technology Absorption
(i) The efforts made towards technology i. Use of low wattage LED in place of high wattage convention
absorption : lamps.
ii. Online conveyorisation of flow process.
iii. Use of hygienic flooring system in new Sangsua factory.

B&A Limited
(ii) The benefits derived like product i) Reduction in power cost.

improvement, cost reduction, product
ii) Higher worker’s outrun resulting in reduced cost of
development or import substitution:
production.
(iii) In case of imported technology

(imported during the last three years
reckoned from the beginning of the
financial year)
a) The details of technology imported:
Nil
b) The year of import :
c) Whether the technology have been
fully absorbed :
d) If not fully absorbed areas where
absorption has not taken place and
the reasons thereof :
(iv) Expenditure incurred on research and The Company has incurred Rs. 12.90 lac (previous year
development : Rs. 11.08 lac) for the financial year ended 31st March 2019
on account of research and development.
c) Foreign Exchange Earning and Outgo - During the period, foreign exchange earning was NIL
(previous year nil) and outgo in foreign exchanges was Rs. 0.77 lac (Previous year nil).

44 B&A Limited
MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE FINANCIAL YEAR 2018-19
1.1. Tea Industry, Structure and Developments: political situation following imposition of
sanctions in Iran and rapid devaluation of
Tea is one of the most popular and widely
currency impacted buying from Iran, particularly
consumed beverages in the world. Now more
Orthodox Teas. Devaluation of Russian Rouble
than thirty countries of the world produce tea,
added further pressure on buyers.
India has acquired an exalted status in the
global tea map. The principal tea producers In the Global front, during the calendar year
being China, India, Sri Lanka, Kenya and 2018, Sri Lankan production recorded rise by
Indonesia; these countries account for more 3.9 mkgs to 303.8 mkgs. Kenya witnessed a
than seventy five percent of global production record harvest of 441.2 mkgs. Increased
as well as exports. Major tea producing states availability of tea impacted global tea prices.
in India are Assam, West Bengal, Tamil Nadu While steady devaluation of Sri Lankan Rupee
and Kerala. Assam occupies unique place made imports cheaper for importing countries,
having plantation area of more than three lac increased availability at lower prices and high
hectares and contributing more than half of the compliance standards made Kenyan and other
total Indian tea production. African teas increasingly popular in the world
markets.
All India production decreased in season 2018
to 1311.60 mkgs. from 1321.80 mkgs. recorded 1.2. Opportunities and Threats:
in season 2017. While North Indian crop at The biggest opportunity before the Indian Tea
1093.10 mkgs recorded a rise of 6.00 mkgs Industry is the growth perceived in the tea
compared to previous season, South Indian market around the world. India is the world’s
production at 218.50 mkgs was lower by 16.20 2nd largest producer and consumer of black
mkgs recorded in season 2017. Season 2018 tea, only after China and followed by European
perceived unparalleled price concertina as Union, Russian Federation and Turkey.
premium Assam categories remained flat Further, there is ample scope of growth in the
compared to Season 2017. Levels for best domestic market as per capita consumption of
Assam teas witnessed narrowing price as tea in India is still lower than other tea
percentage of tea selling above Rs. 200 per consuming countries. Further, agro-climatic
kg. declined by 2% while percentage of teas and soil conditions and availability of land still
sold below Rs. 120 per kg. dropped from 16% supports growth in the production of Indian tea.
to 10% in 2018. Bought leaf segment witnessed
maximum price rise to average Rs. 118 per kg. The biggest threat to the tea industry is the
against Rs. 101 in 2017 and Rs. 109 in 2016. effect of Global warming causing erratic climatic
Market beheld steady price growth in lower conditions in the tea producing areas. During
segments while superior blends remained static. last few years, climate in Assam has changed
Changing buying pattern had a major impact drastically which witnessed late arrival of
on the volume and price of the quality monsoon causing long dry spells followed
manufacturers. The season 2018 concluded by large precipitations causing flood like
with substantial tapering of price difference situations. As a result, tea units are facing loss
of production, high instances of pest attack and
between premium and medium category teas
consequent fall in quality.
and major blenders and other packers
harnessed maximum sales growth in the lower 2. Segment-wise or product-wise performance:
segments.
The Company is engaged in the business of
Exports at 249.10 mkgs. during the calendar cultivation, manufacture and sale of tea and is
year 2018 remained fairly similar to previous managed organizationally as a single unit.
year. Exports to CIS countries, USA and Accordingly the Company is a Single Segment
Germany declined by 8.6 mkgs. Uncertain Company.

B&A Limited
The following chart will illustrate the operating trends of the Company for its tea business for the last
five financial years:
Performance Highlights
Particulars 2014-15 2015-16 2016-17 2017-18 2018-19
Production (lac kgs) 53.55 56.41 56.85 59.09 61.45
Sales (lac kgs) 51.87 54.65 53.80 59.38 59.65
Average Price (Rs./kg)* 197.00 201.00 191.00 205.28 202.34
*Average Price realisation from combined sale of own and bought tea leaves.
During the year, average price realization of been working towards innovation of their
Company’s made tea from own leaf in auctions was products and their sustained efforts are reaping
higher than the industry averages. North Indian CTC benefit. As the Tea Industry is witnessing
auction averages were Rs. 147.26 in 2018 which evolving consumer taste and changing
was Rs. 4 ahead of 2017 levels. Teas manufactured consuming patterns, producing and importing
in all four tea factories of the Company, Mokrung, nations will play a significant role on how the
Gatoonga, Sangsua and Salkathoni scored consistent year plans out for the Indian Tea Industry.
ranking in CTTA batting order in terms of consolidated
auction price averages. Three of our tea factories As un-predictable weather conditions and global
namely, Gatoonga, Mokrung and Salkathoni are dynamics are affecting demand and prices,
being accredited with Trust Tea Certification upward movement in tea prices at farm gate
with regards to own leaf which will give consumers and retail point is essential for long term
the required assurance of quality production. sustainability of the Industry, as producers will
be grappled with rising cost and negative
3.1 Outlook and Prospect: returns.
Global tea consumption and production are 3.2 Subsidiary Company:
projected to keep rising over the next decade
driven by robust demand in developing and B&A Packaging India Ltd (BAPL), the Subsidiary
emerging countries. The reasons for rising Company, is engaged in the production of high
demand being, emerging economies like India, quality paper sacks and flexible laminates. The
China and other countries are driven by higher performance of the company for the year under
income and efforts to diversify production in discussion had been satisfactory. During the
herbal teas etc.; increase in awareness about year under review BAPL was able to maintain
beverage’s anti-inflammatory, antioxidant and overall growth in terms of sales and profitability
weight loss effects. Goldstein Research analysts despite entry of foreign multinationals in the
forecast that the Indian Tea Industry would Indian market, fierce competition from domestic
grow at a CAGR of 5.8% during the period manufacturers, price fluctuations of imported
2017-2025. materials and multiple increases in wages and
other costs. The following comparative chart
The current tea season opened with a positive
depicts the performance of the Company for
note despite larger volumes on offer. Season
the last three years:
2019 will witness good and best varieties
remaining buoyant as quality will be in short
supply. It is important to note that these Growth Trends of B&A Packaging India Ltd. Rs. Cr.
categories did well to instill confidence with Particulars 2016-17 2017-18 2018-19
producers following quality route. Progress of
crop and quantum of exports will determine Net Sales 58.89 69.72 71.68
indigenous price. In their effort to elevate Indian PBT 5.49 7.58 7.19
Tea to new heights, domestic players have
46 B&A Limited
Segment Results of B&A Packaging India Ltd. Rs. Cr. unauthorized use, recording and providing
reliable operational and financial information,
Particulars 2016-17 2017-18 2018-19 promoting operational efficiencies and ensuring
compliance of various statutory provisions and
Revenue Paper 44.06 48.68 50.60
corporate policies.
Sacks
The Company has adopted Enterprise
Revenue-Flexible 14.74 20.69 20.64 Resource Planning (ERP) system covering the
Laminates entire business operations which provides useful
and effective MIS to the senior management
4.1 Risks and Concerns: for monitoring the adequacy of the Internal
Climatic change and seasonal effect is the Control System.
biggest concern for the tea growing entities. The ERP system provides for stringent
Factors like ill-timed rainfall, low rainfall, procedure check to ensure structured work
prolonged dry spell, floods and increase in instructions and clearly laid principles, flow
temperature than normal are major challenges within the system while authorizing sales,
faced in almost all tea gardens. Another big purchases, payments and receipts. Further
concern for the producers is the price stagnation computerized system provides for custodial
at quality levels. As the cost of production of control with concerned executives at all levels.
quality teas is increasing due to escalation in The Company has retained the service of a
input costs specially power, pesticides, manure reputed firm of Chartered Accountants to
and weedicides and multiple hikes in wages, periodically review internal control systems in
price not being supportive, the premium business processes and verify compliance with
manufacturers are witnessing timid cash flows. the laid down policies and procedures. The
Further diminishing availability of workforce pre-audit and post-audit checks and reviews
during peak season, remote location of the carried out by the Internal Auditors ensure
plantations causing high transportation cost to follow up on the observations made by them
point of sale and poor infrastructure are posing in their previous reports. The Internal Auditors
challenges before the tea producing companies. also undertake periodic review of the
4.2 Risk Mitigation System: compliance with various statutory provisions at
The Company had adopted a ‘Policy on Risk garden, factory and head office levels. Reports
Management’ and continuously identifies the of the Internal Auditors are reviewed by the
risk prone areas of its operations.All material senior management and are also placed before
risks faced by the Company with regards to its and comprehensively discussed at meetings
tea business are identified and assessed by of the Audit Committee from time to time. The
the Risk Cell appointed by the Board of Audit Committee reviews the adequacy of
Directors. For each of the risks identified, internal control systems, audit findings and
corresponding controls are exercised and suggestions and ensures follow up of the
strategies and procedures are put in place for implementation of the corrective actions where
monitoring and mitigating the risks under review ever required. The Statutory Auditors of the
and reporting the same on periodic basis to the Company also interacts with the Audit
Board of Directors. The Risk Management Committee to share their findings on the
Policy and the constitution of risk cell are adequacy of internal control systems covering
available at the Company’s website at the various areas as and when warranted and
following web-link http://www.barooahs.com/ scope of further improvement.
policies/risk-management-policy.pdf. During the year under review, the internal
5. Internal Financial Control System and financial controls were adequate and operating
Adequacy: effectively so as to ensure orderly and efficient
conduct of business operations and preparation
The Company has in place adequate systems of true and fair financial statement for the
of Internal Control commensurate with its size financial year under discussion. The Statutory
and the nature of its operations. The system Auditors have also given an unmodified opinion
provides reasonable assurances with regard on the internal financial controls on financial
to safeguarding Company’s assets from reporting in their Report.

B&A Limited
6. Human Resource Development / Industrial rotations had been made and movements
Relations: and developments were institutionalized.
The Company employed around 3445 individuals Industrial relations were harmonious at all our
across its gardens and offices who share a gardens. Despite, remote and isolated
passion for excellence. The key attributes that locations of its tea estates the Company was
excelled their performance are knowledge base, able to keep the morale of its managers and
expertise and experience. The Company strongly staff high and minimal employee attrition.
believes in enhancing the value of its employees 7.1 Financial performance and analysis:
and executives consistently. The Human The shareholders fund as on 31st March 2019
Resource Management System of the Company was Rs. 55.40 cr. comprising of Rs. 3.10 cr.
puts emphasis on rewarding merit based as equity share capital and Rs. 52.30 cr. as
performance and raising skill level of the reserves. The Board of Directors have
employees. Learning needs of the executives recommended a final equity dividend of 10
and managers had been addressed during the % i.e. Re.1 per share of Rs. 10 each. During
year under review through number of programmes the year under review the profit before tax
in the areas of strategy, execution and critical stood at Rs. 1.66 cr. compared to Rs. 7.79
thinking. To provide a truly holistic approach, job cr. registered in the previous financial year.
7.2 Details of significant changes in key financial ratios
As on 31st March 2019, following are the significant changes i.e. change of 25% or more as compared
to previous financial year, in the key financial ratios of the company alongwith necessary explanations:
Serial No Particulars 2018-19 2017-18 Variance Reasons
1. Debtor’s Turnover Ratio 85.27 123.14 -30.74% The Sales was higher in
the March 2019 compared to
previous year resulting higher
Debtors in the current year-
end.
2. Interest Coverage Ratio 1.42 3.12 -54.49% Due to lower profitability during
the current year, interest cover
has gone down.
3. Operating Profit Margin 4.63 9.41 -50.78% Due to decrease in average
selling price of tea by Rs. 3
compared to previous year as
well as increase in additional
wages by Rs. 30/- per man-
day Operating Profit Margin
was lower compared to
previous year.
4. Net Profit Margin 1.47 4.96 -70.48% Net Profit Margin was lower
due to the reason stated in
point 3 above. However
Company’s cost control
measures saved Rs. 1.05 cr.
in the head ‘Other expenditure’
in the financial year under
discussion compared to
previous year.
5. Return on Net Worth 0.03 0.11 -72.73% -Same stated in Point 4 above-
48 B&A Limited
Though the Company had been projecting forward looking statements within the meaning
positive cash flows for the last six years, the of the applicable Securities Laws and
Government’s approach towards unrealistic Regulations. Actual results could differ materially
wage structure, persistent increase in the cost from those expressed or implied since the
of power, fuel and fertilizers, withdrawal of food Company’s operations are influenced by many
subsidy to workers, had impacted the liquidity external and internal factors beyond the control
position of the Company adversely. The of the management. The Company assumes
Company is constantly practicing cost control no responsibility in respect of forward looking
measures at gardens and offices to put a curb statements made herein which may undergo
on the diminishing margins. changes in future on the basis of subsequent
developments, information or events. Further
8. Cautionary Statement:
market data and information contained in these
The Statements in the report of the Board of reports have been based on information
Directors and Management Discussion and gathered from various published and
Analysis describing Company’s projections, unpublished reports and accuracy of which
estimates, expectations and predictions are cannot be assured.


B&A Limited
CORPORATE GOVERNANCE REPORT

FOR THE FINANCIAL YEAR 2018-19
Company’s Philosophy on Corporate Governance of Directors is responsible for and committed to

ensure sound principles of corporate governance
The Company believes that good corporate
and plays a crucial role in overseeing how the
governance consists of a combination of prudent
management serves the short and long term
business practices and ethics that enhances the
aspirations of the stakeholders.
value of the company to its various stakeholders.
The Company’s business objectives are governed I. BOARD OF DIRECTORS
in such a way so as to create value that can be i) Composition and Changes: The Board of
sustained on a long term basis. In addition to timely Directors as on 31st March 2019 consisted of
compliance with the regulatory requirements, the ten members, comprising of:
Company ensures that moral and ethical standards a. five independent directors
at all levels within the organization are maintained.
The Company believes that such standards are b. four non-executive rotational directors
inclusive of the core values of transparency, c. one executive director
accountability, environmental consciousness and Mrs. Anuradha Farley acts as regular non-
independent monitoring. The Company makes its executive Chairperson. The particulars of the
best efforts to uphold and maintain these core values Directorate and changes in the composition are
in all facets of its business operations. The Board detailed below:
Name of the Director Particulars of Appointment/ Name of the Director Particulars of Appointment/
Re-appointment Re-appointment
Mrs. Anuradha Farley Re-appointed as Roational Director Mr. Anjan Ghosh Appointed as Independent Director
in the Annual General Meeting held for a term upto 31st March 2020 in
on 27th September 2018 the Annual General Meeting held
on 15th September 2015.
Mr. Amit Chowdhuri Re-appointed as Roational Director Mr. Raj Kamal Bhuyan Appointed as Independent Director
in the Annual General Meeting held for a term upto 31st March 2020 in
on 29th September 2016 the Annual General Meeting held
on 15th September 2015.
Mr. Basant Kumar Re-appointed as Independent Mr. Prabir Kumar Datta Re-appointed as Independent
Goswami Director for a term upto 31st March Director for a term upto 31st March
2024 in the Extra-Ordinary General 2025 in the Extra-Ordinary General
Meeting held on 29th March 2019. Meeting held on 29th March 2019.
Mr. Latifur Rahman Re-appointed as Independent Mr. Robin Aidan Farley Appointed as Additional Director in
Director for a term upto 31st March the Board Meeting held on 13th
2024 in the Extra-Ordinary General November 2018
Meeting held on 29th March 2019.
Mr. Bhramar Kumar Re-appointed as Roational Director Mr. Somnath Chatterjee Re-appointed as Managing Director
Mahanta in the Annual General Meeting held for a term upto 31st March 2023 in
on 15th September 2017 the Board Meeting held on 14th
February 2018
50 B&A Limited
ii) Meetings of the Board: During the financial year 2018-19, five board meetings were held on 21st May
2018, 10th August 2018, 13th November 2018, 12th February 2019 and 28th March 2019. In terms
of section 149 of the Companies Act’ 2013 (hereinafter the Act’) read with schedule IV of the Act’ and
Regulation 25 (3) of Securites and Exchange Board of India (Listing Obligationary and Disclosures
Requirements) Regulations, 2015 hereinafter, SEBI (LODR) a separate meeting of the Independent
Directors of the Company was held on 12th February 2019 to discuss the matters as enumerated in
the said schedule. The composition of the Board of Directors, attendance of the Directors in the Board
and Annual General Meeting and shareholding particulars in the Company during the financial year
2018-19 are detailed below:
Name Designation Board Independent Whether Directorship Committee No. of

meetings Director’s attended in other Membership/ Shares
attended meeting Annual Indian Chairmanship in held in the
attended General Companies other Indian Company(*)
Companies
Meeting
Member Chairman
Mrs. Anuradha Farley Non-Executive, 1 Na No 1 Nil Nil 4,800
Director
Mr. Latifur Rahman Non-Executive & 1 No No Nil Nil Nil Nil
Independent Director
Mr. Basant Kumar Goswami Non-Executive & 4 Yes No 3 1 1 Nil
Mr. Anjan Ghosh Non-Executive & 5 Yes Yes 1 2 1 Nil
Mr. Raj Kamal Bhuyan Non-Executive & 5 Yes Yes 1 1 Nil Nil
Mr. Prabir Kumar Datta Non-Executive & 5 Yes Yes Nil Nil Nil Nil
Mr. Amit Chowdhuri Non-Executive 5 Na Yes 1 2 1 Nil
Director
Mr. Somnath Chatterjee Managing 5 Na Yes 1 2 Nil Na
Director
Mr. Robin Aidan Farley Additional Nil Na Na Nil Nil Nil Nil
Director
Mr. Bhramar Kumar Mahanta Non-Executive 5 Na Yes Nil Nil Nil 250
Director
Notes: The Directorship/Committee Membership/Chairmanship in other Companies excludes private limited companies,
foreign companies and companies formed under section 8 of the Companies Act’ 2013. Committee membership/Chairmanship
in other companies includes Audit Committee and Stakeholder’s Relationship Committee only. (*) The Company has not
issued any convertible instruments.

B&A Limited
The names of the other Indian listed entities and category of directorship of the Directors on Board as on
31st March 2019 are summarized below:-
Name of the Director Name of the Listed Category of Directorship

Company
Mrs. Anuradha Farley B&A Packaging India Ltd. Non-Executive Director
Mr. Amit Chowdhuri B&A Packaging India Ltd. Non-Executive

Mr.Basant Kumar Goswami Simbhaoli Sugars Ltd. Non-Executive

Mr. Latifur Rahman Nil NA
Mr. Bhramar Kumar Mahanta Nil NA
Mr. Anjan Ghosh B&A Packaging India Ltd. Non-Executive

Mr. Raj Kamal Bhuyan Premier Cryogenics Ltd. Non-Executive

Mr. Prabir Kumar Datta Nil NA
Mr. Robin Aidan Farley Nil NA
Mr. Somnath Chatterjee B&A Packaging India Ltd. Executive Director
iii) Independent Directors: In the opinion of the v) Woman Director: Mrs. A Farley continues as
Board, the Independent Directors on Board fulfil woman director on the Board. This is in
the conditions specified in these regulations compliance with Regulation 17(1) of the SEBI
and are independent of the management. Letter (LODR).
of appointment issued to Independent Directors
vi) Code of Conduct: The Company formulated a
of the Company is available at the website of Code of Conduct for its Directors and Senior
the Company at http://www.barooahs.com/ Management Staff which include Code for
appointmment-letters-of-independent- Independent Directors as stipulated under
directors.html. During the year under review no Schedule IV of the Companies Act’ 2013. As
Independent Director has resigned from the required under Regulation 26 (3) of the SEBI
Board. (LODR) Regulations 2015, affirmation to the
iv) Familiarization Programs: The Independent compliance with the code from all Directors and
Directors have been familiarized through Senior Management Personnel were obtained
various programmees of their roles, rights, for the financial year ended 31st March 2019
responsibilities in the Company, nature of the and a declaration from the Managing Director
industry in which the Company operates etc. to this effect forms part of this Annual Report.
The Code is available at the website of
The details of the presentations and schedule
the Company at http://www.barooahs.com/
of programs attended by the Directors are
investors/governance.
available at the website of the Company under
the web link http://www.barooahs.com/ vii) Information to Board: Necessary information
familiarization-programmee.html. as specified in Part A of Schedule II of the SEBI
52 B&A Limited
(LODR) Regulations, 2015 including, inter-alia statement represent a true and fair view of the
quarterly statutory compliance reports, updates, affairs of the Company.
annual budgets, as and when applicable were
x) Disclosure of relationship between Directors
placed before the Board for its consideration
inter-se: Mr. Robin Farley is the elder son of
and review.
Mrs. Anuradha Farley, Chairman of the Board.
viii) Materially significant business relationship: No other Director on Board is related with
As required under Ind AS 24, transactions with each other in terms of Section 2 (77) of the Act’.
related parties have been furnished under Note
xi) Key Managerial Personnel: Mr. Somnath
42.2 of the Notes to the Accounts appended to
Chatterjee, Managing Director, Mr. D.
the Balance Sheet for the year ended 31st
Chowdhury, Company Secretary and Mr. Tapas
March 2019.There was no transaction of material
Kumar Chatterjee, Chief Financial Officer
nature with the Promoter, Directors or their
continues to hold the position of key managerial
relatives, etc. that might have potential conflict
personnel in terms of section 203 of the Act’.
with the interest of the Company, other than
those, disclosed in the said note. xii) Matrix setting out the skills/expertise/
competence of the Board of Directors:
ix) CEO/CFO Certificate: The Managing Director
and the CFO have given certificate pursuant to The Company is engaged in the business of
the Regulation 17(8) of the SEBI (LODR) cultivation, manufacture and sale of tea. The
certifying that the financial statement for the underlying matrix is mapped against individual
financial year ended 31st March 2019 do not directors on their skill set for tea industry where
contain any materially untrue statement and this the Company primarily operates.
Industry Knowledge/experience Chairman Director Director Director Director Managing

Director
Industry Experience
Knowledge of Sector
Knowledge of broad public policy
direction
Understanding of government
legislation/Legislative process
Core Skills/expertise/competencies Chairman Director Director Director Director Managing

Director
Accounting and Finance

Regulatory compliance
Strategy development
and implementation
Human Resource Management
Ceo/senior management experience
Marketing Expernece
Public relations

B&A Limited
II. COMMITTEES OF THE BOARD (xi) Review the substantial defaults in the
payment to depositors, debenture holders
1. AUDIT COMMITTEE
and shareholders of the Company.
a. Terms of reference: The Audit Committee
(xii) Review of the functioning of the whistle
of the Company was constituted in terms of
blower mechanism.
section 177 of the Act’ and is in conformity with
the provisions of SEBI (LODR). The primary (xiii)Such other functions that may be delegated
objective of the Audit Committee of Directors by the Board to the Committee from time
is to discharge responsibilities relating to to time, etc.
overseeing the financial reporting process,
b. Composition, Meetings and Attendance:
surveillance of internal controls, and initiate,
The Audit Committee comprises of five directors,
regulate, monitor the Internal, Statutory and
majority of them are independent directors.
Cost Audit functions of the Company and
Audit Committee met four times during the
inter alia performs the following functions:
Financial Year 2018-19 on 21st May 2018,
(i) Recommending appointment, remuneration 10th August 2018, 13th November 2018 and
and terms of appointment of auditors of the 12th February 2019. The composition of the
Company. Audit Committee and attendance of the
(ii) Reviewing and monitoring the auditor’s members during the financial year 2018-19 are
independence and performance and as follows:
effectiveness of audit process.
Name of the Category of Number of
(iii) Reviewing and examining the annual and Member Directorship meetings
quarterly financial statement and the attended
auditor’s report thereon.
Mr. Anjan Ghosh Non-Executive 4
(iv) Overseeing the Company’s financial Independent
reporting process and the disclosure of its
financial information to ensure that the Mr. Basant Kumar Non-Executive 3
financial statements are correct, sufficient Goswami Independent
and credible. Mr. Latifur Rahman Non-Executive 1
(v) Approve or modify subsequently any Independent
transactions of the Company with related Mr. Rajkamal Bhuyan Non-Executive 4
parties. Independent
(vi) Scrutinize inter corporate loans and Mr. Somnath Executive 4
investments. Chatterjee
(vii) Initiate valuation of the undertakings or
assets of the Company, wherever it is Mr. Anjan Ghosh acts as the Chairman of the
necessary. Committee. The Company Secretary acts as
(viii)Evaluate of internal financial controls and the ‘Secretary’ to the Audit Committee. The
risk management systems. Chief Financial Officer, Head of Garden
(ix) Monitoring the end use of funds raised Operations, Internal, Statutory and Cost Auditors
through public issues and other offers and were invited to attend the Audit Committee
related matters. Meetings. The Chairman of the Audit Committee
(x) Review with the management performance was present in the Annual General Meeting and
of Statutory and Internal Auditors, adequacy Extra-Ordinary General Meeting of the Company
of the internal control systems and reviewing held on 27th September 2018 and 29th March
adequacy of internal audit functions. 2019 respectively.
54 B&A Limited
2. NOMINATION AND REMUNERATION c. Remuneration Policy: The Company

COMMITTEE formulated Nomination and Remuneration
Policy as recommended by Nomination and
a. Terms of reference: The Nomination and
Remuneration Committee of Directors and
Remuneration Committee of Directors was
approved by the Board. The said policy is
constituted with reference to section 178 of the
available at the website of the Company at
Act’ and is in agreement with SEBI (LODR).
http://www.barooahs.com/policies/remuneration-
The key objectives of the Committee are:
policy.pdf.
(i) To guide the Board in relation to appointment
d. Performance evaluation of Independent
and removal of Directors and Key Managerial
Directors: The criteria for performance
Personnel and Senior Management.
evaluation of Independent Directors as
(ii) To lay down evaluation criteria for the recommended by Nomination and Remuneration
performance of the Directors, including Committee of Directors and approved by the
Independent Directors. Board is available at the website of the Company
(iii) To lay down evaluation criteria for the at http://www.barooahs.com/policies/
performance of the Board. remuneration-policy.pdf.
(iv) T o r e c o m m e n d t o t h e B o a r d o n e. Details of Remuneration Paid to the

Remuneration payable to the Directors, Key Directors: The Non-Executive Directors on
Managerial and Senior Management. Board receive sitting fees for attending meetings
of the Board of Directors and Committees
b. Composition, Meetings and Attendance: The thereof. During the financial year 2018-19, in
Nomination and Remuneration Committee line with the recommendation made by
comprises of three directors all of them are non- Nomination and Remuneration Committee of
executive and majority of them are independent. Directors fees payable to Non-Executive
Mr. Anjan Ghosh acts as the Chairman of the Directors Including Independent directors for
Committee. During the Financial Year 2018-19, attending each meeting of the Board was revised
four meetings of the Committee were held from Rs. 20,000 to Rs. 30,000. Non-Executive
on 21st May 2018, 10th August 2018, 13th Directors received fees of Rs. 20,000 for
November 2018 and 28th March 2019. The attending each meeting of the Audit Committee
Chairman of the Committee was present in the and Rs. 10,000 for attending each meeting of
Annual General Meeting and Extra-Ordinary the Stakeholder Relationship Committee,
General Meeting of the Company held on 27th Nomination and Remuneration Committee and
September 2018 and 29th March 2019 Corporate Social Responsibility Committee.
respectively. The composition of the Committee Non-executive directors received sitting fees
and attendance of the members during financial of Rs. 6,000 for attending each meeting of
year 2018-19 are as follows: the Share Transfer Committee.Besides sitting
fees, the Non-Executive Directors of the
Name of the Category of Number of Company were not paid any other remuneration
Member Directorship meetings or commission except reimbursement of
attended conveyance expenses for attending the
Mr. Anjan Ghosh Non-Executive 4 respective meetings.
Independent
Mr. Somnath Chatterjee, Managing Director
Mr. Basant Kumar Non-Executive 3 was paid remuneration as approved by the
Goswami Independent shareholders. He is not entitled to any severance
fees. Mr. L. Rahman waived his sitting fees for
Mr. A. Chowdhuri Non-Executive 4
the financial year 2018-19. None of the directors
Independent
or key managerial personnel was offered any
Mr. D. Chowdhury, Company Secretary acts as stock option during the financial year under
the Secretary of the Committee. review.

B&A Limited
The details of the payments made to the Directors during the financial year ended 31st March 2019
are given below-
(in Rs.)
Name of the Director Category Remuneration received during Financial Year 2018-19
Sitting Salary and Commi- Total
fees Perquisites ssion
Mrs. Anuradha Farley Non-Executive Director 20,000 -- -- 20,000
Mr. Basant Kumar Non-Executive 2,30,000 -- -- 2,30,000
Goswami Independent Director
Mr. Amit Chowdhuri Non-Executive Director 3,26,000 -- -- 3,26,000
Mr. Raj Kamal Bhuyan Non-Executive 2,50,000 -- -- 2,50,000
Mr. Latifur Rahman Non-Executive -- -- -- --
Mr. Anjan Ghosh Non-Executive 4,24,000 -- -- 4,24,000
Mr. Bhramar Kumar Non-Executive 1,40,000 -- -- 1,40,000
Mahanta Director
Mr. Prabir Kumar Datta Non-Executive 2,10,000 -- -- 2,10,000
Mr. Robin Aidan Farley Non-Executive Director -- -- -- --
Mr. Somnath Chatterjee Managing Director -- 32,55,132 -- 32,55,132
f. Particulars of Remuneration: Managing Percentage

Name of the Desigantion Ratio of
Director and the other key managerial personnel Director/ remuneration to increase in
were paid monthly remuneration as approved Key Managerial each Director Remuneration
Personnel /KMP to median
by the Board on the recommendation made by remuneration of
the Nomination and Remuneration Committee employees
and were in accordance with the statutory Mr. Somnnath Managing 7.34:1 8.32%
provisions of the Act’ and the rules made there Chatterjee
under for the time being in force and approved
Mr. Debdip Company 3.15:1 0.12%
by the shareholders wherever required. Chowdhury Secretary
In terms of rule 5 of the Companies (Appointment
Mr. Tapas Kumar Chief Financial 3.38:1 7.62%
& Remuneration) Rules, 2014 the following Chatterjee Officer
statement depicts the necessary disclosure
Notes:
with regards to remuneration paid to Directors
and Key Managerial Personnel vis-à-vis a. Non-executive Directors of the Company are entitled
for sitting fees and ratio of remuneration and percentage
compensation of the employees:
increase for Non-Executive Directors are not considered
i. Ratio of the remuneration of Managing Director for the abovementioned purpose.
to the median remuneration of the employees b. Managing Director received a total remuneration of
of the Company for the financial year 2018-19, Rs. 45.03 lac; Rs. 32.55 lac from the Company and
the percentage increase in the remuneration of Rs.12.48 lac from the subsidiary company in the capacity
of Managing Director and Whole Time Director,
the Managing Director, Company Secretary and
respectively. The profit of the Company in terms of
Chief Financial Officer during the financial year section 198 of the Act’ for the financial year ended 31st
2018-19. March 2019 was inadequate for payment of such
56 B&A Limited
combined remuneration. However, such combined ii. The percentage increase in the median remuneration
remuneration paid to Managing Director during the of general employees of the Company for the financial
financial year ended 31st March 2019 was within the year ended 31st March 2019 was 25.83 %. The garden
limit of maximum permissible remuneration payable in managers, executives and staffs of H.O. received an
terms of section 197 read with Section II part II of the average increment in salary of 18 % during the year
Schedule V of the Act’ based on the computation of under review.
effective capital of the Company as on 31st March 2019 iii. The Company had 3445 permanent employees on the
in the event of inadequate profitability. Necessary rolls as on 31st March 2019.
consent of the Shareholders is being sought for in the
ensuing Annual General Meeting to ratify the excess iv. Increase in remuneration of the key managerial
payment of remuneration of the Managing Director in personnel was in line with the remuneration policy of
the Company and based on performance and its
the financial year ended 31st March, 2019.
competitiveness.
c. Employees for the above purpose include employees v. The particulars of top ten employees in terms of
and executives of the Company excluding employees remuneration drawn during the financial year ended
governed under wage agreement. 31st March 2019 are listed below:
Sl. Name of the Designation Remuneration Nature of Qualification Experience Date of Age Last % of Equity Whether
No. Employee Received Employment (in years) commence- Employment shares held relative of
ment of in the any Director/
(Rs.) employment Company Manager
1 Mr Somnath Managing 32,55,132 Contractual B.Com 34 24.12.1986 56 BM Chemicals 7.82% No

Chatterjee Director Pvt Ltd.,
2 Mr Dhruba Jyoti Visiting Agent 22,31,000 Pemanent BSc. Agri 26 15.12.1993 51 N.A. -- No
Dowerah
3 Mr Debdip Company 13,95,830 Permanent ACS, ACMA 26 14.04.2009 48 Kalpana Industries, -- No
Chowdhury Secretary Ltd.
4 Mr Tapas Kumar Chief Financial 14,96,679 Contractual B.Com 48 15.04.2004 69 Bishnauth Tea Co., -- No
Chatterjee Officer Magor Group
5 Mr Partha G.M.-Legal & 12,29,776 Permanent LLB 37 09.10.2006 60 Howrah Mills Ltd. -- No
Mukhopadhyay Taxation
6 Mr Bikash Das Group Manager- 12,76,736 Permanent BE (Elect.) 21 17.08.1998 47 N.A. -- No
Gatoonga
7 Mrs. Christine Head-HRD & 10,37,560 Permanent B.A. (Hons) 34 17.12.1990 55 Gillanders Arbuthnot -- No
Doreen Jones Executive Asst. & Co. Ltd.,
of M. D. Kolkata
8 Mr. Diganta Bijoy Manager, 9,99,940 Permanent B.Sc. (Agri) 25 01.12.2015 51 Bozaloni T.E. -- No
Borah Sangsua T.E. Makum
9 Mr. Jayanta Barua Actg. Manager- 9,29,860 Permanent Diploma in 18 17.12.2001 42 N.A. -- No
Salkathoni. T.E. Mech. Eng
10 Mr. Abhijit Act. Manager 8,64,060 Permanent M. Sc. (Agri) 15 02.04.2007 39 Bokahola Tea Co. -- No
Salkia Mokrung T.E. Pvt. Ltd.
3. STAKEHOLDERS’ RELATIONSHIP Mr. Somnath Chatterjee, Managing Director

COMMITTEE and Mr. Anjan Ghosh, Independent Director.
a. Description, constitution and terms of The Chairman of the Stakeholders Relationship
reference: The Board constituted Stakeholders’ Committee was present in the Annual General
Relationship Committee’ in compliance with Meeting and Extra-Ordinary General Meeting
section 178 of the Act’ and in conformity with of the Company held on 27th September 2018
SEBI (LODR). The Stakeholders Relationship and 29th March 2019 respectively.The
Committee specifically looks into various shareholder’s grievances are handled by the
aspects of interest of shareholders and oversees Company’s Registrar and Share Transfer Agents
the process of grievance redressal of the (RTA) in consultation with the secretarial
Company. The Committee is chaired by department of the Company. Mr. D. Chowdhury,
Mr. Amit Chowdhuri, Non-executive Director. Company Secretary is in charge of the
The other members of the Committee are shareholder’s grievances cell.

B&A Limited
b. Shareholder’s grievance details: III. GENERAL BODY MEETINGS

Number of Number of Number of a. Details of the last three Annual General Meetings
compliants compliants compliants and Extra-Ordinary General Meeting:
received during not solved pending as
the financial year on 31st Date Location Time Special
March 2019 Resolutions
Passed
Nine Nil Nil
29th Indu Bhawan 10.30 a.m. No Special
September Mahatma Gandhi Resolution
4. SHARE TRANSFER COMMITTEE
2016 (AGM) Road, Jorhat-785001 was passed
The Board delegated power to a committee
consisting of Mr. Somnath Chatterjee, Mr. Anjan 15th Indu Bhawn 09.30 a.m. No Special
Ghosh and Mr. Amit Chowdhuri, Directors of September Mahatma Gandhi Resolution
the Company to attend to the formalities relating 2017 (AGM) Road, Jorhat-785001 was passed
to transfer, transmission of shares which were 27th Indu Bhawn 09.00 a.m. No Special
in physical mode and issue of necessary
September Mahatma Gandhi Resolution
certificates. During the year the Committee met
2018 (AGM) Road, Jorhat-785001 was passed
twelve times.
5. CORPORATE SOCIAL RESPONSIBILITY 29th Poddar Point 09.30 a.m. i) Special Resolution to
COMMITTEE March 113, Park Street reappoint Mr. Basant
2019 (EGM) Kolkata-700016 Kumar Goswami as
a. Description, constitution and terms of Indpendent Director on
reference: The Board had constituted Corporate Board
Social Responsibility (CSR) Committee in ii) Special Resolution to
compliance with section 135 of the Act. The role reappoint Mr. latifur
of CSR Committee includes recommending to Rahman as Indpendent
the Board the CSR policy, connected CSR Director on Board
activities to be undertaken and proper iii)Special Resolution to
implementation of the CSR initiatives of the reappoint Mr. Prabir
Company. Kumar Datta as
b. Composition, Meetings and Attendance: Indpendent Director on
Corporate Social Responsibility Committee met Board
four times during Financial Year 2018-19 on iv) Special Resolution to
21st May 2018, 10th August 2018, 13th hold office of non-
November 2018 and 12th February 2019. The executive director by Mr.
composition of the CSR Committee and Goswami, Mr. Rahman
attendance of the members during financial year and Mr. Datta on their
2018-19 are as follows: attaining age of seventy
five years.
Name of the Category Number of
Member meetings b. Postal Ballot: No special resolution was passed
attended through postal ballot during the financial year
ended 31st March 2019. No special resolution
Mr. Prabir Non-Executive 4
is proposed in the ensuing Annual General
Kumar Datta Independent Director
Meeting to be passed through postal ballot
Mr. Anjan Non-Executive 4 scheme.
Ghosh Independent Director
c. Electronic Voting: In terms of Regulation 44
Mr. Somnath Executive 4 of SEBI (LODR) read with Rule 20 of Companies
Chatterjee Director (Management and Administration) Rules
Mr. Mr.Amit Non-Executive 4 2014 as amended, the Company extended
Chowdhuri Director Electronic Voting (remote e-voting) facility to its
58 B&A Limited
shareholders with respect to all resolutions, strengthening the governance mechanism and
which were proposed in the Annual General report to the Audit Committee for instances of
Meetingand Extra-Ordinary General Meeting of illegal or unethical practices, behavior, actual
the Company held on 27th September 2018 or suspected fraud or violation of the Company’s
and 29th March 2019 respectively. The facility Policies and Code of Conduct. All stakeholders
of ballot voting at the venue of the meetings including the directors and individual employees
was also provided. are eligible to make protected disclosures under
this Policy. The Policy has been revised from
IV. DISCLOSURES time to time to give effect of the amendments
a. Related party transactions: The Company in the Act’/SEBI Regulations. The said policy is
available at the website of the Company at web-
adopted a policy on ‘Related Party Transactions’
link http://www.barooahs.com/policies/vigil-
for determining materially significant related
mechanism.pdf. During the year under review,
party transactions, approval process and review
no person reported any concern under the
of all related party transactions entered by the
Policy. Further, no person was denied access
Company. The Policy has been revised from to the Audit Committee for issues relating to the
time to time to give effect of the amendments Policy.
in the SEBI Regulations. The Policy is available
at the website of the Company at the web link, e. Commodity Price Risks and hedging activity:
http://www.barooahs.com/policies/policy-on- The Company is engaged in the cultivation,
related-party-transactions.pdf. All related party production and sale of ‘Black Tea’ which is not
transactions were approved by the Audit exposed under any commodity price risk as it
is mostly traded through tea auction centers
Committee and the Board of Directors. Further
under a definitive price mechanism and driven
Audit Committee on quarterly basis reviewed
by market forces. No hedging activity was
the details of the related party transactions
carried out by the Company during the year
entered during the year under review. During
under review.
the year under review no materially significant
related party transaction was entered that has f. Preferential Allotment/ QI Placements: During
potential conflict with the interest of the Company. the year under review, no shares or convertible
instruments were issued on preferential basis
b. Policy for material subsidiary: The Company or as placement to qualified institutional buyers.
adopted ‘Policy of Subsidiary’ for determining
material subsidiaries and related disclosures g. Disqualification: A certificate from Practicing
thereto. The Policy has been revised from Company Secretary certifying that none of the
Directors on the Board of the Company has
time to time to give effect of the amendments
been debarred or disqualified by Securities and
in the SEBI Regulations. The policy is available
Exchange Board of India or Ministry of Corporate
at the Company’s website at web-link
Affairs or any other statutory authority from
http://www.barooahs.com/policies/policy-
being appointed or continuing as Directors of
subsidiary.pdf. the Company is annexed with the Director’s
c. Details of non-compliance: No penalties/ Report.
strictures were imposed on the company by h. Recommendations of the Board’s Committees:
Bombay Stock Exchange, SEBI or any other During the year under review, there were no
Statutory Authority on any matter related to instances where the Board of the Company
capital markets, during the last three years. declined to act on the recommendation made
d. Whistle Blower Policy: The Company had by any Committee of the Board.
established a vigil mechanism for Directors i. Network fees: During the year under review,
and employees to report genuine concern by the following fees were paid to Ghosal, Basu &
whistle blowers for instances of fraud and Ray, Statutory Auditors of the Company for
mismanagement in line with the objective of various services rendered by them to the

B&A Limited
Company and its subsidiary company, B&A applicable to the Company. During preparation
Packaging India Ltd on consolidated basis: of financial statements for the year under review,
accounting treatments as prescribed in the
As Auditors in Rs. Lac Accounting Standards have been followed.
Pursuant to part E of the Schedule V of the said
Audit Fees 4.55 Regulations. A certificate from Practicing
Company Secretary on compliance of Corporate
Tax Audit Fees 1.75 Governance Norms by the Company is annexed
with the Director’s Report and will be sent to
In other Capacity the Shareholders as well as Bombay Stock
Exchange.
Certification Fees 2.95
l. Significant changes in the accounting policy:
Total 9.25 There were no significant changes in the
accounting policies during the year under review.
j. Disclosure under Sexual Harassment of m. Disclosure of Accounting Treatment: While
Women at Workplace (Prevention, Prohibition preparing the financial statements for the
and Redressal) Act’ 2013. financial year ended 31st March 2019, no
treatment different from what had been
The Company adopted an Anti-Sexual prescribed in the Accounting Standards was
Harassment Policy in line with the requirements followed.
of the Sexual Harassment of Women at the n. Applicability of Indian Accounting
Workplace (Prevention, Prohibition & Redressal) Standards:The Company complied with the
Act’ 2013. The said policy may be viewed at requirements of Indian Accounting Standards
the website of the Company at web-link (Ind AS) while preparing the quarterly and annual
http://www.barooahs.com/policies/policy-on- financial statement for the accounting year under
prevention-of-sexual-harassment.pdf. review as envisaged in Companies (Indian
Internal Complaints Committee (ICC) had been Accounting Standard Rules) 2015 and its
set up to redress complaints received regarding subsequent amendments and directive issued
sexual harassment. All female employees by Securities and Exchange Board of India in
this regard.
(permanent, contractual, temporary, and
trainees) are covered under this policy. The o. Adoption of non-mandatory requirements:
following is the summary of sexual harassment The Company adopted several discretionary
complaints received and disposed off during requirements of Corporate Governance as
the year: prescribed under sub regulation (1) of regulation
27 read with part E of schedule II of the SEBI
Number of complaints (LODR). The Company has appointed the
filed during the financial year: Nil. Chairman of the Board who is a Non-executive
Number of complaints Director and a separate Managing Director. The
disposed of during the Company presented unqualified financial
financial year: Not applicable statement for the year ended 31st March 2019.
Further the firm of Chartered Accountants
Number of complaints appointed as Internal Auditors of the Company
pending as on the end of reported directly to the Audit Committee of
the financial year: Nil Directors. The Company will disclose in the
annual report implementation of other non-
k. Compliance with mandatory requirements: mandatory requirements as and when adopted.
The Company complied with the entire
applicable mandatory requirements of SEBI V. MEANS OF COMMUNICATION
(LODR) as specified under regulations 17, 17A, a. Quarterly, Half Yearly and Annual Results:
18, 19, 20, 22, 23, 24, 24A, 25, 26, 27 and Quarterly, half yearly and Annual financial
clauses (b) to (i) of sub regulation (2) of results were published in English, in “Business
regulation 46 and Para A, B, C, D, E and F of Standard’ Kolkata and Mumbai editions and in
the Schedule V of the said Regulations as Assamese, in “Dainik Agradoot” Guwahati
60 B&A Limited
Edition and ‘Amar Asom’, Guwahati, Jorhat, http://www.barooahs.com. which is maintained

Lakhimpur editions. The results are available by Indigo Graphics, a reputed web vendor. All
in the website of the Company at web-link information pertaining to the Company, namely
http://www.barooahs.com/ financial-results.html. its tea estates, factory, products, management,
b. Presentation: No presentation was made to and policies, are available in the website.
institutional investors/analysts. Unaudited and Necessary information as prescribed under
audited financial results and official news regulation 46 of the SEBI (LODR) are also
releases were disseminated at the web portal available in the site. Further material events
of Bombay Stock Exchange and website of the and information and official news releases
Company at http://www.barooahs.com. The are also hosted in the website. The Company
investors can directly contact the Company regularly updates the necessary changes in the
Secretary via landline No. 033-40047472 content of the website.
or email at [email protected]. d. Management Discussion & Analysis:
c. Website: The Company hosts a Management Discussion and Analysis Report
functional website with web-address of is a part of the Annual Report.
VI. GENERAL SHAREHOLDERS INFORMATION

a. Annual General Meeting:
Day, Date, Time Saturday, 14th September 2019, 9.30 am.
Venue Indu Bhawan, Mahatama Gandhi Road,

Jorhat - 785 001, Assam
b. Financial Year: The financial year of the Company is 1st April to 31st March. For the year ended
31st March 2019 financial calendar was:
Event Date of Approval in the Date of Publication

Meeting of Board in Print Media
Unaudited financial 10th Augutst 2018 11th August 2018

results for 1st quarter
ended 30th June 2018
Unaudited financial 13th November 2018 14th November 2018
results for 2nd quarter
ended 30th September 2018
Unaudited financial 12th February 2019 13th February 2019
results for 3rd quarter
ended 31st December 2018
Audited financial 27th May 2019 28th May 2019
results for 4th quarter and year
ended 31st March 2019
c. Date of Book Closure: The Company’s register d. Dividend Payment Date: Dividend for
of members and share transfer books will be the financial year 2018-19 as recommended
closed from Sunday, 8th September 2019 to by the Board of Directors, if approved by
Saturday, 14th September 2019 (both days the shareholders in the Annual General
inclusive) for the purpose of Annual General Meeting will be paid on or after 20th September,
Meeting. 2019.

B&A Limited
e. Listing on Stock Exchanges, Stock Code & h. Registrar and Transfer Agents: As per directive
Dematerialization: The equity shares of the of SEBI, the Company appointed MCS Share
Company are listed in Bombay Stock Exchange Transfer Agent Ltd as its Registrar and Transfer
(BSE), P.J. Towers, Dalal Street, Mumbai- Agents (RTA), to handle its entire share related
400001. The Stock Code of the Company in work, both in physical and demat mode. The
BSE is 508136. The equity shares are traded investors can reach the RTA at the following
in ‘X’ segment of the exchange. The monthly address:
volume of turnover of the Company’s stock in
MCS Share Transfer Agent Ltd
BSE remained Rs. 34.75 lacs in average during
383, Lake Gardens, 1st Floor,
the financial year 2018-19. The annual
Kolkata - 700045
listing fees for the financial year 2018-19 and
2019-20 have been paid to BSE. The annual (033) 4072- 4051 (3 lines)
custodian fees for the financial year 2018-19 (033) 4072- 4050 (Fax)
and 2019-20 have been paid to National [email protected]
Securities Depository Ltd (NSDL) and i. Share Transfer System: The share transfer
Central Depository Services (India) Ltd (CDSL). process is handled by the Company’s RTA in
consultation with the secretarial department of
f. Market Price Data: Stock price data of
the Company. The Board has delegated power
the Company for the period 1st April 2018
to a share transfer committee of Directors to
to 31st March 2019 are detailed below:
approve the physical transfers.
(in Rs.) j. Distribution of shareholding: The distribution
Month High Low Month High Low of shareholding of the Company as on 31st
Price Price Price Price March 2019 is as follows:
Apr-18 288.00 253.10 Oct-18 207.80 171.05
Share Number (%) as to Number of (%) as to
May-18 301.00 227.10 Nov-18 221.00 180.20 Range of total shares total
sharehol number held number
Jun-18 240.00 203.00 Dec-18 208.95 171.05 ders of holders of shares
Jul-18 238.90 198.05 Jan-19 230.00 171.00
1-500 2544 89.42 333905 10.77
Aug-18 233.95 210.30 Feb-19 190.00 145.00 501-1000 139 4.89 108215 3.50
Sep-18 245.00 194.60 Mar-19 175.00 145.50 1001-2000 86 3.02 135833 4.38
2001-3000 24 0.84 60538 1.95
Data compiled from official website of Bombay Stock Exchange.
3001-4000 7 0.25 23967 0.77
4001-5000 6 0.21 26408 0.85
g. Stock Performance against indices.
5001-10000 16 0.56 112825 3.64
BSE SENSEX VS B&A SHARE PRICE (INDEXED) 10001-50000 16 0.56 436895 14.09
450.00 50001-100000 2 0.07 157375 5.08
400.00
350.00
100001 & above 5 0.18 1704039 54.97
300.00 Total 2845 100.00 3100000 100.00
250.00
200.00
B&A Ltd k. Dematerialization of shares and liquidity: In
BSE
150.00 Sensex terms of directive given by SEBI, the equity
100.00 shares of the Company are compulsorily traded
50.00 in dematerialized mode in BSE. The Company
0.00 has custodial arrangements with NSDL and
May-18
Aug-18
Sep-18
Nov-18
Dec-18
Feb-19
Mar-19
Jun-18
Jan-19
Apr-18
Oct-18
Jul-18
CDSL who act as ‘Depository’ of the Company’s

equity shares. Investors can approach any
62 B&A Limited
depository participant registered with either of p. Credit Rating: During the year under review,
the depositories to hold Companies shares in no debt instrument or fixed deposit was issued
demat form. As on 31st March 2019, 96.08% by the Company which requires obtaining of
of the Company’s paid up equity capital credit rating. No scheme or proposal involving
representing 29,78,462 shares were held in mobilization of funds in India or abroad was
dematerialized mode. undertaken by the Company which requires
obtaining of credit rating.
l. ISIN: The International Securities Identification
Number (ISIN) of the Company’s share in the
demat mode as allotted by NSDL and CDSL is a. Compliance with SEBI (Insider Trading
INE489D01011. Regulations) 2015: In compliance with SEBI
(Insider Trading) Regulations 2015, the company
m. O u t s t a n d i n g G D R s / A D R s / Wa r r a n t s / adopted two set of policies, governing norms
Convertible instruments: The Company did for fair disclosure of unpublished price sensitive
not issue any GDR/ADR/Warrants/Convertible information and regulating, monitoring and
instruments. reporting trading by the employees and other
n. Plant Locations: The Company operates seven connected persons of the Company. The policies
have been revised from time to time to give
tea estates namely, Salkathoni, Mokrung,
effect to the amendments made in the
Samaguri, Gatoonga, Barasali, Kuhum and
Regulations. These two policies namely, ‘Code
Sangsua, which are located in Jorhat, Golaghat
of Fair Disclosure of Unpublished Price Sensitive
and Sibsagar districts of Assam. The Company
Information of the Company’ and ‘Code of
also operates Govindapur Tea Estate of Conduct of Fair Trading by Designated Persons
Buragohain Tea Co. Ltd which is under the of the Company’ are available at the website of
process of amalgamation with the Company. the Company at web-link http://www.barooahs.
The locations of tea factories of the Company com/compliances/policies/procedure-and-
are as under: guideliness-governing-insider-trading.pdf.
b. Unpaid/Unclaimed Dividend: Section 124 of
Plant Location Address the Companies Act, 2013 (erstwhile Section
205A of Companies Act, 1956) mandates that
Salkathoni Salkathoni Tea Estate, Companies transfer dividend that has been lying
Tea Factory P.O. Sapekathi, unclaimed for a period of 7 (seven) years from
Dist. Sibsagar, Assam the unpaid dividend account to the Investor
Gatoonga Gatoonga Tea Estate, Education and Protection Fund (IEPF). In
Tea Factory P.O. Gatonga, Assam accordance with the following schedule, the
dividend for the years mentioned below, if
Mokrung Mokrung Tea Estate, remains unclaimed for a period of seven years,
Tea Factory P.O. Furkating, Assam will be transferred to IEPF.
Sangsua Sangsua Tea Estate, Year Date of Due date of
Tea Factory P.O. Gatonga, Assam Declaration Transfer to IEPF
o. Address for correspondence by 2011-12 6th August 12th September

Shareholders: Shareholder’s grievance could 2012 2019
be directly made to: 2012-13 27th August 3rd October
Mr. D. Chowdhury, Company Secretary 2013 2020
C/o, B&A Ltd, 113, Park Street, 9th Floor, 2013-14 27th September 18th November
Kolkata- 700016 2014 2021
(033) 40047472 2014-15 15th September 23rd November
[email protected] 2015 2022

B&A Limited
Year Date of Due date of Rules 2016 as amended, the Company

Declaration Transfer to IEPF transferred 38,119 equity shares for which
dividends remained unpaid/ unclaimed for a
2015-16 29th September 4th November continuous period of seven years to the demat
2016 2023 account notified by the IEPF. Particulars of such
2016-17 15th September 22nd October shares are available in the website of the
2017 2024 company at http://www.barooahs.com/ unpaid-
dividend-list.html.
2017-18 27th September 2nd November
d. Declarations:
2018 2025
(i) As provided under Regulation 26 (3) of SEBI
Pursuant to the provisions of Investor Education (LODR) Regulations 2015, all Directors and
and Protection Fund Authority (Accounting, senior management personnel have affirmed
Audit, Transfer and Refund) Rules, 2016 the compliance with the Code of Conduct of the
details of unpaid and unclaimed dividends lying Company during the financial year ended 31st
with the Company as on 27th September 2018 March 2019.
(date of last Annual General Meeting) is available (ii) The Financial and Cash Flow Statements of the
in the Company’s website at web-link Company for the financial year ended 31st
http://www.barooahs.com/unpaid-dividend- March 2019 as appended to the report have
list.html. The information is also available at the been prepared in compliance with the conditions
website of IEPF. as stipulated in regulation 17 (8) of the SEBI
(LODR) read with Part B of the Schedule II of
c. Demat Suspense account/unclaimed
the said regulations.
suspense account: No equity shares of the
Company were credited to demat suspense (iii) The remuneration paid during the financial year
account/unclaimed suspense account. In terms ended 31st March 2019 to the Directors and
of section 124(6) of the Act’ read with IEPF Key Managerial Personnel were in conformity
(Accounting, Auditing, Transfer and Refund) with the Remuneration Policy of the Company.
For B & A Ltd
Place: Kolkata Somnath Chatterjee

Date: 27th May, 2019 Managing Director
64 B&A Limited
CERTIFICATE OF COMPLIANCE ON CORPORATE GOVERNANCE
COMPLIANCE UNDER PARA E OF SCHEDULE V OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE

REQUIREMENTS) REGULATIONS, 2015
To
The Members
B&A Limited
We have examined the compliance of conditions of Corporate Governance by B&A Limited (‘‘the Company’’),
for the year ended 31st March, 2019, as stipulated in Regulations 17 to 27 (Except Regulation 21) and
clauses (b) to (i) of regulation 46(2) and para C, D and E of Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to our examination of the relevant
records and the explanations given to us and the representations made by the Directors and the Management,
we certify that the Company has complied with the conditions of Corporate Governance as stipulated in
Regulation 17 to 27 (except Regulation 21) and clauses (b) to (i) of regulation 46(2) and para C, D and
E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
We state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Practicing Company Secretary
FRN No. P2007WB067100
Binita Pandey
Partner
Place: Kolkata Membership No. 41594
Date: 10th May 2019 CP No. 19730

B&A Limited
INDEPENDENT AUDITOR’S REPORT
To we have obtained is sufficient and appropriate to

provide a basis for our opinion.
The Members of B & A LIMITED
Key Audit Matters
Report on the Audit of the Standalone Financial
Statements Key audit matters are those matters that, in our
professional judgment, were of most significance in
Opinion our audit of the standalone financial statements of
We have audited the accompanying standalone the current period. These matters were addressed
financial statements of B & A Limited (“the in the context of our audit of the standalone financial
Company”), which comprise the Balance Sheet as statements as a whole, and in forming our opinion
at 31st March, 2019, the Statement of Profit and thereon, and we do not provide a separate opinion
Loss (including Other Comprehensive Income), the on these matters. We have determined the matters
Statement of Changes in Equity and the Statement described below to be the key audit matters to be
of Cash Flows for the year then ended, and notes communicated in our report.
to the standalone financial statements, a summary Revenue recognition
of the significant accounting policies and other
explanatory information. The accuracy of recognition, measurement,
disclosure and presentation of revenues accrued
In our opinion and to the best of our information and or deemed to have accrued during the year in
according to the explanations given to us, the accordance with the principles laid down in
aforesaid standalone financial statements give the Ind AS 115
information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a true Principal audit procedures
and fair view in conformity with the accounting The principal audit procedures performed by us
principles generally accepted in India, of the state comprise:
of affairs of the Company as at 31st March, 2019,
the profit and total comprehensive income, changes (a) obtaining an understanding of the
in equity and its cash flows for the year ended on Company’s internal procedures to identify
that date. the stage at which the risk and reward in
the goods are transferred to the Company’s
Basis for Opinion customers and significant control over the
We conducted our audit in accordance with the goods ceases to remain with the Company;
Standards on Auditing (SAs) specified under section (b) assessing the extent and quality of controls
143(10) of the Act. Our responsibilities under those embedded in those procedures, and
Standards are further described in the Auditor’s
(c) testing a representative sample of
Responsibilities for the Audit of the Standalone
transactions to ensure that revenue has not
Financial Statements section of our report. We are
been recognised until the the risk and reward
independent of the Company in accordance with the
in the goods and significant control over
Code of Ethics issued by the Institute of Chartered
them has passed from the Company to its
Accountants of India (ICAI) together with the ethical
customers.
requirements that are relevant to our audit of the
standalone financial statements under the provisions Information Other than the Standalone Financial
of the Act and the Rules made thereunder, and we Statements and Auditor’s Report Thereon
have fulfilled our other ethical responsibilities in
The Company’s Board of Directors is responsible
accordance with the aforesaid requirements and the
for the preparation of the other information. The
Code of Ethics. We believe that the audit evidence
other information comprises the information included
66 B&A Limited
in the Director’s Report and Annexures thereto, but Company’s ability to continue as a going concern,
does not include the standalone financial statements disclosing, as applicable, matters related to going
and our auditor’s report thereon. concern and using the going concern basis
of accounting unless management either intends
Our opinion on the standalone financial statements
to liquidate the Company or to cease operations,
does not cover the aforesaid other information and
or has no realistic alternative but to do so.
we do not express any form of assurance conclusion
thereon. The Board of Directors is responsible for overseeing
the Company’s financial reporting process.
In connection with our audit of the financial
statements, our responsibility is to read the other Auditor’s Responsibilities for the Audit of the
information and, in doing so, consider whether the Standalone Financial Statements
other information is materially inconsistent with the
Our objectives are to obtain reasonable assurance
standalone financial statements or our knowledge
about whether the standalone financial statements
obtained during the course of our audit or otherwise
as a whole are free from material misstatement,
appears to be materially misstated. If in doing so,
whether due to fraud or error, and to issue an auditor’s
we conclude that there is a material misstatement
report that includes our opinion. Reasonable
of this other information, we are required to report
assurance is a high level of assurance, but is not a
that fact.
guarantee that an audit conducted in accordance
We have nothing to report in this regard. with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud
Management’s Responsibility for the Standalone
or error and are considered material if, individually
financial statements
or in the aggregate, they could reasonably be
The Company’s Board of Directors is responsible expected to influence the economic decisions of
for the matters stated in section 134(5) of the Act users taken on the basis of these standalone financial
with respect to the preparation of these standalone statements.
financial statements that give a true and fair view of
As part of an audit in accordance with SAs, we
the financial position, financial performance, changes
exercise professional judgment and maintain
in equity and cash flows of the Company in
professional skepticism throughout the audit. We
accordance with the accounting principles generally
also:
accepted in India, including the Indian Accounting
Standards specified under Section 133 of the Act. l Identify and assess the risks of material
This responsibility also includes maintenance of misstatement of the standalone financial
adequate accounting records in accordance with the statements, whether due to fraud or error, design
provisions of the Act for safeguarding the assets of and perform audit procedures responsive to
the Company and for preventing and detecting frauds those risks, and obtain audit evidence that is
and other irregularities; selection and application of sufficient and appropriate to provide a basis for
appropriate accounting policies; making judgments our opinion. The risk of not detecting a material
and estimates that are reasonable and prudent; misstatement resulting from fraud is higher
and design, implementation and maintenance of than for one resulting from error, as fraud may
adequate internal financial controls, that were involve collusion, forgery, intentional omissions,
operating effectively for ensuring the accuracy and misrepresentations, or the override of internal
completeness of the accounting records, relevant control.
to the preparation and presentation of the financial
l Obtain an understanding of internal financial
statements that give a true and fair view and are
control relevant to the audit in order to design
free from material misstatement, whether due to
audit procedures that are appropriate in the
fraud or error.
circumstances. Under section 143(3)(i) of the
In preparing the standalone financial statements, Act, we are also responsible for expressing our
management is responsible for assessing the opinion on whether the Company has adequate

B&A Limited
internal financial controls system in place and these matters in our auditor’s report unless law or
the operating effectiveness of such controls. regulation precludes public disclosure about the
matter or when, in extremely rare circumstances,
l Evaluate the appropriateness of accounting
we determine that a matter should not be
policies used and the reasonableness of
communicated in our report because the adverse
accounting estimates and related disclosures
made by management. consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
l Conclude on the appropriateness of management’s such communication.
use of the going concern basis of accounting
and, based on the audit evidence obtained, Report on Other Legal and Regulatory
whether a material uncertainty exists related to Requirements
events or conditions that may cast significant 1. As required by the Companies (Auditor’s
doubt on the Company’s ability to continue Report) Order, 2016 (“the Order”), issued by
as a going concern. If we conclude that a the Central Government in terms of Section
material uncertainty exists, we are required to 143(11) of the Act, we give in “Annexure A” a
draw attention in our auditor’s report to the statement on the matters specified in paragraphs
related disclosures in the standalone financial 3 and 4 of the Order, to the extent applicable.
statements or, if such disclosures are
inadequate, to modify our opinion. Our 2. As required by Section 143(3) of the Act, based
conclusions are based on the audit evidence on our audit we report that:
obtained up to the date of our auditor’s report. a) We have sought and obtained all the
However, future events or conditions may cause
information and explanations which to the
the Company to cease to continue as a going
best of our knowledge and belief were
concern.
necessary for the purposes of our audit.
l Evaluate the overall presentation, structure and
b) In our opinion, proper books of account as
content of the standalone financial statements,
required by law have been kept by the
including the disclosures, and whether the
Company so far as it appears from our
standalone financial statements represent the
examination of those books.
underlying transactions and events in a manner
that achieves fair presentation. c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
We communicate with those charged with
Income, Statement of Changes in Equity
governance regarding, among other matters, the
planned scope and timing of the audit and significant and the Statement of Cash Flow dealt with
audit findings, including any significant deficiencies by this Report are in agreement with the
in internal control that we identify during our audit. relevant books of account.
We also provide those charged with governance d) In our opinion, the aforesaid financial
with a statement that we have complied with relevant statements comply with the Ind AS
ethical requirements regarding independence, and specified under Section 133 of the Act, read
to communicate with them all relationships and other with Rule 7 of the Companies (Accounts)
matters that may reasonably be thought to bear on Rules, 2014 (as amended).
our independence, and where applicable, related e) On the basis of the written representations
safeguards. received from the directors as on 31stMarch,
From the matters communicated with those charged 2019 taken on record by the Board of
with governance, we determine those matters that Directors, none of the directors is disqualified
were of most significance in the audit of the as on 31stMarch, 2019 from being
standalone financial statements of the current period appointed as a director in terms of Section
and are therefore the key audit matters. We describe 164 (2) of the Act.
68 B&A Limited
f) With respect to the adequacy of the internal i. The Company has disclosed the impact
financial controls over financial reporting of pending litigations on its financial
of the Company and the operating position in its standalone financial
effectiveness of such controls, refer to our statements.
separate Report in “Annexure B”. Our report
expresses an unmodified opinion on the ii. The Company did not have any
adequacy and operating effectiveness of long-term contracts, including
the Company’s internal financial controls derivative contracts, for which there
over financial reporting. were any material foreseeable losses,
g) With respect to the other matters to be and
included in the Auditor’s Report in
iii. There has been no delay in transferring
accordance with Rule 11 of the Companies
amounts, required to be transferred, to
(Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of the Investor Education and Protection
our information and according to the Fund by the Company during the year
explanations given to us: ended 31st March, 2019.
For Ghosal, Basu & Ray

Chartered Accountants
(Firm Regn. No. : 315080E)
Prasun Kr. Basu
Place : Kolkata, Partner
Date : 27th May, 2019 (Membership No. 016178)

B&A Limited
Annexure “A” to The Independent Auditor’s Report dated

27th May, 2019
(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of
our report to the Members of B & A Limited of even date)
i. In respect of the Company’s fixed assets: v. The company has not accepted deposits of the
nature that attracts the directives issued by the
(a) The Company has maintained proper
Reserve Bank of India and the provisions of
records showing full particulars, including
Sections 73 to 76 or any other relevant
quantitative details and situation, of its
provisions of the Companies Act, 2013 and the
fixed assets.
rules framed thereunder. Hence, the question
(b) We are informed that these fixed assets of our reporting under this clause does not
have been physically verified by the arise.
management at reasonable intervals and, vi. The Company has made and maintained
as reported to us, no material discrepancies the cost records specified by the Central
were noticed on such verification, and Government of India under sub-section (1)
(c) The title deeds of the immovable properties of Section 148 of the Companies Act, 2013.
appearing in the books of the Company vii. (a) The company is regular in depositing
as its assets are held in the Company's undisputed statutory dues, including
name. provident fund, employees’ state insurance,
ii. Physical verification of inventories was carried income tax, sales tax, service tax, duty of
out at reasonable intervals by the management customs, duty of excise, value added tax,
and discrepancies between physical and book cess and any other statutory dues to the
balances, which were not material, have been appropriate authorities;
properly dealt with in the accounts. (b) the Company has disputed the following
iii. The company has granted unsecured loan to demands raised by government authorities
a company covered in the register maintained and has preferred appeal before the
under section 189 of the Companies Act, 2013, appellate authority established under the
and respective taxing laws:
(a) the terms and conditions of the grant of such (i) Rs 12,61,660 under Central Excise
loan are not prejudicial to the interests of the Act, 1944
Company, (ii) Rs 1,80,54,094 under Assam
Agricultural Income Tax Act, 1939
(b) the loan is not due for repayment unless and
until the bank loan is repaid by the Company (iii) Rs 15,29,000 under Income Tax Act,
and, as such, the question of whether the loan 1961
is overdue does not arise. viii. The Company has not defaulted on the
iv. In our opinion, and according to the information repayment of its borrowings, which have been
and explanations given to us, the Company obtained from banks.
has complied with the provisions of Section ix. The Company has not raised moneys by way
185 and 186 of the Companies Act, 2013 in of initial public offer or further public offer
respect of loans and investments made. The (including debt instruments). Money raised from
Company has not given any guarantee banks by way of term loans were applied for
and security in terms of the above Sections. the purposes for which those were raised.
70 B&A Limited
x. To the best of our knowledge and according to Companies Act, 2013 where applicable, and
the information and explanations given to us, their details have been disclosed in accordance
no fraud by the company or no material fraud with the requirements of the applicable Indian
on the company by its officers or employees Accounting Standard.
has been noticed or reported during the year.
xiv. The company has not made any preferential
xi. In our opinion and according to the information allotment or private placement of shares or fully
and explanations given to us, the Company or partly paid convertible debentures during the
has paid/provided managerial remuneration year under review; hence the question of our
in accordance with the requisite approvals reporting under this clause does not arise.
mandated by the provisions of section 197 read
xv. The company has not entered into any non-
with Schedule V to the Act.
cash transactions with its directors or persons
xii. The Company is not a Nidhi Company; related to any of them and, hence,the question
hence the question of our reporting under of our reporting under this clause does not
clause 3 (xii) of the Order is not applicable to arise.
the Company.
xvi. The Company is not required to be registered
xiii. All transactions with related parties are in under section 45-IA of the Reserve Bank of
compliance with Sections 177 and 188 of the India Act, 1934.

Prasun Kr. Basu

B&A Limited
Annexure “B” to The Independent Auditor’s Report Dated

27th May, 2019
(Referred to in paragraph 2(f) under ‘Report on Other Legal and Regulatory Requirements’ section
of our report to the Members of B & A Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section
3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over Those Standards and the Guidance Note require
financial reporting of B & A Limited (“the Company”) that we comply with ethical requirements and plan
as on 31st March, 2019 in conjunction with our and perform the audit to obtain reasonable assurance
audit of the standalone financial statements of the about whether adequate internal financial controls
Company for the year ended on that date. over financial reporting was established and
maintained and if such controls operated effectively
Management’s Responsibility for Internal
in all material respects.
Financial Controls
Our audit involves performing procedures to obtain
The Board of Directors of the Company is responsible
audit evidence about the adequacy of the internal
for establishing and maintaining internal financial
financial controls system over financial reporting and
controls based on the internal control over financial
their operating effectiveness. Our audit of internal
reporting criteria established by the Company
financial controls over financial reporting included
considering the essential components of internal
obtaining an understanding of internal financial
control stated in the Guidance Note on Audit of
controls over financial reporting, assessing the risk
Internal Financial Controls Over Financial Reporting
that a material weakness exists, and testing and
issued by the Institute of Chartered Accountants of
evaluating the design and operating effectiveness
India. These responsibilities include the design,
of internal control based on the assessed risk. The
implementation and maintenance of adequate internal
procedures selected depend on the auditor’s
financial controls that were operating effectively for
judgment, including the assessment of the risks of
ensuring the orderly and efficient conduct of its
material misstatement of the standalone financial
business, including adherence to respective
statements, whether due to fraud or error.
company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, We believe that the audit evidence we have obtained,
the accuracy and completeness of the accounting is sufficient and appropriate to provide a basis for
records, and the timely preparation of reliable financial our audit opinion on the internal financial controls
information, as required under the Companies Act, system over financial reporting of the Company.
2013.
Meaning of Internal Financial Controls Over
Auditor’s Responsibility Financial Reporting
Our responsibility is to express an opinion on the A company’s internal financial control over financial
internal financial controls over financial reporting of reporting is a process designed to provide reasonable
the Company based on our audit. We conducted assurance regarding the reliability of financial
our audit in accordance with the Guidance Note on reporting and the preparation of standalone financial
Audit of Internal Financial Controls Over Financial statements for external purposes in accordance with
Reporting (the “Guidance Note”) issued by the generally accepted accounting principles. A
Institute of Chartered Accountants of India and the company’s internal financial control over financial
Standards on Auditing prescribed under Section reporting includes those policies and procedures
143(10) of the Companies Act, 2013, to the extent that (1) pertain to the maintenance of records that,
applicable to an audit of internal financial controls. in reasonable detail, accurately and fairly reflect the
72 B&A Limited
transactions and dispositions of the assets of the projections of any evaluation of the internal financial
company; (2) provide reasonable assurance that controls over financial reporting to future periods are
transactions are recorded as necessary to permit subject to the risk that the internal financial control
preparation of standalone financial statements in over financial reporting may become inadequate
accordance with generally accepted accounting because of changes in conditions, or that the degree
principles, and that receipts and expenditures of of compliance with the policies or procedures may
the company are being made only in accordance deteriorate.
with authorizations of management and directors Opinion
of the company; and (3) provide reasonable
In our opinion, to the best of our information and
assurance regarding prevention or timely detection according to the explanations given to us, the
of unauthorized acquisition, use, or disposition of Company has, in all material respects, an adequate
the company’s assets that could have a material internal financial controls system over financial
effect on the standalone financial statements. reporting and such internal financial controls over
Limitations of Internal Financial Controls Over financial reporting were operating effectively as at
Financial Reporting 31st March, 2019, based on the internal control over
financial reporting criteria established by the
Because of the inherent limitations of internal financial Company considering the essential components of
controls over financial reporting, including the internal control stated in the Guidance Note on Audit
possibility of collusion or improper management of Internal Financial Controls Over Financial
override of controls, material misstatements due to Reporting issued by the Institute of Chartered
error or fraud may occur and not be detected. Also, Accountants of India.

Prasun Kr. Basu

B&A Limited
BALANCE SHEET
as at 31st March, 2019
Note 31st March 2019 31st March 2018
No Rs. Lakhs Rs. Lakhs
ASSETS
Non-Current Assets
Property, Plant & Equipment 3 6,406.15 6,119.41
Capital Work-in-Progress 816.53 970.15
Intangible Assets (Other than Goodwill) 4 15.99 21.54
Investment in Subsidiary 5 376.57 376.57
Financial Assets :-
(i) Investments 6 5.92 4.96
(ii) Loans 7 258.00 258.00
(iii) Other Financial Assets 8 13.69 167.96
Other Non-Current Assets 9 1,473.96 1,537.79
9,366.81 9,456.38
Current Assets
Inventories 10 1,068.24 852.01
Biological Assets (Other than Bearer Plants) 11 32.98 19.71
Financial Assets :-
(i) Trade Receivables 12 188.43 94.69
(ii) Cash and Cash Equivalents 13 317.48 60.65
(iii) Bank Balances other than (ii) above 14 204.38 46.90
(iv) Loans 15 169.02 133.98
(v) Other Financial Assets 16 31.67 21.20
Other Current Assets 17 1,016.69 883.37
3,028.89 2,112.51
TOTAL ASSETS 12,395.70 11,568.89
EQUITY AND LIABILITIES
Equity
Equity Share Capital 18 310.00 310.00
Other Equity 19 5,230.87 5,238.98
Total Equity 5,540.87 5,548.98
Liabilities
Non-Current Liabilities
Financial Liabilities :-
Borrowings 20 -- 197.20
Provisions 21 1,119.09 959.13
Deferred Tax Liabilities (Net) 22 95.38 148.92
Other Non-Current Liabilities 23 40.96 41.52
1,255.43 1,346.77
Current Liabilities
(i) Borrowings 24 3,380.45 2,841.43
(ii) Trade Payables 25 977.87 764.96
(iii) Other Financial Liabilities 26 590.44 477.02
Other Current Liabilities 27 526.72 329.21
Provisions 28 90.25 115.93
Current Tax Liabilities (Net) 29 33.67 144.59
5,599.40 4,673.14
Total Liabilities 6,854.83 6,019.91
TOTAL EQUITY AND LIABILITIES 12,395.70 11,568.89
The accompanying notes 1 to 42 are an integral part of the Financial Statements.
This is the Balance Sheet referred to in our report of even date.
For GHOSAL, BASU & RAY For B&A LIMITED

FRN:315080E Somnath Chatterjee Anjan Ghosh
Prasun Kr. Basu Managing Director Director
Partner DIN : 00172364 DIN : 00655014
Membership No. 016178
Place :Kolkata Tapas Chatterjee Debdip Chowdhury
Date : 27th May, 2019 Chief Financial Officer Company Secretary
74 B&A Limited
STATEMENT OF PROFIT AND LOSS

for the year ended 31st March, 2019
For the year ended For the year ended
Note
31st March, 2019 31st March, 2018
No
Rs. Lakhs Rs. Lakhs
I. Revenue from Operations 30 12,070.67 12,185.46

II. Other Income 31 62.29 80.10
III. Total Income [I + II] 12,132.96 12,265.56
IV. Expenses
Cost of Materials Consumed 32 2,678.21 2,405.11
Change in Inventories (Stock of Tea) 33 (48.74) 232.00
Employee Benefit Expenses 34 5,254.53 4,769.30
Finance Cost 35 393.26 367.73
Depreciation and Amortization Expenses 36 339.56 256.56
Other Expenses 37 3,350.07 3,455.45
Total Expenses [IV] 11,966.89 11,486.15
V. Profit / (Loss) before tax [III - IV] 166.07 779.41
VI. Tax Expenses: 38
Current Tax (12.00) (190.00)
Deferred Tax 22.80 15.46
Total Tax Expense [VI] 10.80 (174.54)
VII. Profit / (Loss) for the year [V - VI] 176.87 604.87
VIII. Other Comprehensive Income 39
(i) Items that will not be reclassified to profit or loss (107.26) (30.13)
(ii) Income tax relating to items that will not be
reclassified to profit or loss 30.74 9.65
Total Other Comprehensive Income for the year,
net of taxes [VIII] (76.52) (20.48)
IX. Total Comprehensive Income for the year [VII + VIII] 100.35 584.39
X. Earnings per equity share (Basic & Diluted) (in Rs.) 40 5.71 19.51

This is the Statement of Profit and Loss referred to in our report of even date.

Partner DIN : 00172364 DIN : 00655014

B&A Limited
STATEMENT OF CHANGES IN EQUITY

A. Equity Share Capital (Rs. Lakhs)
Balance at the Changes in Equity Balance at the

beginning of the Share Capital end of the
reporting period during the period reporting period
For the year ended 31st March, 2018 310.00 -- 310.00

B. Other Equity (Rs. Lakhs)

Items of
Other
Reserves & Surplus Compreh-
ensive Income
Total
Capital Securities General Retained FVTOCI
Reserve Premium Reserve Earnings Reserve
Balance as at 1st April, 2017 124.28 1,001.50 300.74 3,335.48 0.90 4,762.90
Profit for the year ended 31st March, 2018 -- -- -- 604.87 -- 604.87
Other Comprehensive Income for the year
ended 31st March, 2018 (Refer Note 39) -- -- -- (21.27) 0.79 (20.48)
Total Comprehensive Income for the
year ended 31st March, 2018 -- -- -- 583.60 0.79 584.39
Dividends paid during the
year ended 31st March, 2018
(Refer Note 41) -- -- -- (93.00) -- (93.00)
Dividend Distribution Tax on
Dividends paid during the year
ended 31st March, 2018
(Refer Note 41) -- -- -- (15.31) -- (15.31)
Balance as at 31st March, 2018 124.28 1,001.50 300.74 3,810.77 1.69 5,238.98
Profit for the year ended
31st March, 2019 -- -- -- 176.87 -- 176.87
Other Comprehensive Income for the
(Refer Note 39) -- -- -- (77.48) 0.96 (76.52)
Total Comprehensive Income for the year
ended 31st March, 2019 -- -- -- 99.39 0.96 100.35
(Contd.)
76 B&A Limited
STATEMENT OF CHANGES IN EQUITY (Contd.)

Items of
Other
Reserves & Surplus Compreh-
ensive Income
Total
Capital Securities General Retained FVTOCI
Reserve Premium Reserve Earnings Reserve

(Refer Note 41) -- -- -- (93.00) -- (93.00)
Dividend Distribution Tax on Dividends paid
during the year ended 31st March, 2019
(Refer Note 41) -- -- -- (15.46) -- (15.46)
Balance as at 31st March, 2018 124.28 1,001.50 300.74 3,801.70 2.65 5,230.87
Nature & Purpose of Reserves

Capital Reserve : Represents excess of net assets taken during amalgamation over the cost of consideration paid.
Securities Premium : Represents the premium on issue of shares and can be utilised in accordance with the provisions
of Companies Act, 2013.
General Reserve : Created by way of appropriation from one component of equity (generally retained earnings) to
another, not being an item of Other Comprehensive Income. The same can be utilised by the Company in accordance
with the provisions of the Companies Act, 2013.
Retained Earnings : Represents cumulative profits of the Company and effect of remeasurements of defined benefit
obligations. The same can be utilised by the Company in accordance with the provisions of the Companies Act, 2013.
FVTOCI Reserve : Fair Value Through Other Comprehensive Income (FVTOCI) Reserve represents cumulative gains
/ losses arising on the revaluation of Equity Instruments measured at fair value through Other Comprehensive Income,
net of amounts reclassified, if any, to Retained Earnings when those instruments are disposed off.

This is the Statement of Changes in Equity referred to in our report of even date.

Partner DIN : 00172364 DIN : 00655014

B&A Limited
CASH FLOW STATEMENT

Rs. Lakhs Rs. Lakhs
A. Cash Flow from Operating Activities

Profit before Tax 166.07 779.41
Adjustments for :-
Derecognition of Bearer Plants 2.41 --
Depreciation and Amortization Expenses 339.56 256.56
Finance Cost (considered in Financing Activities) 393.26 367.73
Inerest Income (considered in Investing Activities) (36.40) (51.65)
Dividend Income (considered in Investing Activities) (17.77) (17.80)
Liabilities no longer required written back (2.88) (2.38)
Profit on Sale of Vehicles (0.08) --
Actuarial Gain / (Loss) on defined benefit obligations (108.22) (30.92)
735.95 1,300.95
Changes in Operating Assets & Liabilities :-
(Increase) / Decrease in Inventories (216.23) 190.50
(Increase) / Decrease in Fair Value less cost to sell
of Unplucked Tea Leaves on Bush (13.27) (3.57)
(Increase) / Decrease in Trade Receivables (93.74) 8.54
(Increase) / Decrease in Current Loans (35.04) (12.22)
(Increase) / Decrease in Current Other Financial Assets (10.47) (2.17)
(Increase) / Decrease in Other Non-Current Assets 63.83 (113.29)
(Increase) / Decrease in Other Current Assets (133.32) 32.36
Increase / (Decrease) in Non-Current Provisions 159.96 27.29
Increase / (Decrease) in Other Non-Current Liabilities (0.56) (0.56)
Increase / (Decrease) in Trade Payables 215.79 (120.18)
Increase / (Decrease) in Current Other Financial Liabilities 113.42 (4.65)
Increase / (Decrease) in Other Current Liabilities 197.51 (34.91)
Increase / (Decrease) in Current Provisions (25.68) 13.12
958.15 1,281.21
Less : Income Taxes Paid (Net of Refund, if any) (122.92) (89.33)
Cash Generated from / (utilised in) Operating Activities (A) 835.23 1,191.88
B. Cash Flow from Investing Activities
Purchase of Property, Plant & Equipment and
Intangible Assets (including changes in CWIP) (469.54) (573.67)
Proceeds from Sale of Vehicles 0.08 --
Interest Income 36.40 51.65
Dividend Income 17.77 17.80
Redemption / (Investment) of / (in) Non-Current Bank Deposits 154.27 (106.14)
Redemption / (Investment) of / (in) Current Bank Deposits (156.23) 93.67
Cash Generated from / (utilised in) Investing Activities (B) (417.25) (516.69)
(Contd.)
78 B&A Limited
CASH FLOW STATEMENT (Contd.)

Rs. Lakhs Rs. Lakhs
C. Cash Flow from Financing Activities

Increase / (Decrease) in Non-Current Borrowings (197.20) (263.07)
Finance Cost (393.26) (367.73)
Dividend Paid (93.00) (93.00)
Dividend Distribution Tax paid (15.46) (15.31)
Amounts deposited in Unpaid Dividend Bank Accounts (1.25) (0.93)
Cash Generated from / (utilised in) Financing Activities (C) (700.17) (740.04)
Net Increase in Cash & Cash Equivalents [(A) + (B) + (C)] (282.19) (64.85)
Add: Cash and Cash Equivalents at the beginning of the year
(Refer Note Below) (2,780.78) (2,715.93)
Cash and Cash Equivalents at the end of the year
(Refer Note Below) (3,062.97) (2,780.78)
Note :-
Cash and Cash Equivalent as per Balance Sheet
at the beginning of the year 60.65 293.92
Less :- Current Borrowings as per Balance Sheet
at the beginning of the year (2,841.43) (3,009.85)
Cash and Cash Equivalents at the beginning of the
year as per Cash Flow Statement (2,780.78) (2,715.93)
Cash and Cash Equivalent as per Balance Sheet
at the end of the year 317.48 60.65
Less :- Current Borrowings as per Balance Sheet
at the end of the year (3,380.45) (2,841.43)
Cash and Cash Equivalents at the end of the
year as per Cash Flow Statement (3,062.97) (2,780.78)

This is the Cash Flow Statement referred to in our report of even date.

Partner DIN : 00172364 DIN : 00655014

B&A Limited
NOTES TO FINANCIAL STATEMENTS

Background included in the asset’s carrying amount or
recognised as a separate asset, as appropriate,
B & A Limited is a Company limited by shares,
only when it is probable that future economic
incorporated and domiciled in India. The Company
benefits associated with the item will flow to
is engaged in cultivation, manufacture and sale the Company and the cost of the item can be
of tea. measured reliably. All other expenses for
Note 1 – Significant Accounting Policies repairs and maintenance are charged to the
Statement of Profit and Loss during the period
1.1. Statement of Compliance in which they are incurred.
These financial statements comply, in all Gains or losses arising on retirement or
material aspects, with Indian Accounting disposal of property, plant & equipment are
Standards (Ind ASs) notified under Section recognised in the Statement of Profit & Loss.
133 of the Companies Act, 2013 (‘‘the Act”).
The financial statements have been prepared Property, plant & equipment which are not
in accordance with the relevant presentational ready for their intended use as on the date of
requirements of the Act. Balance Sheet are disclosed as “Capital Work-
in-Progress”.
1.2. Basis of Preparation
Depreciation is provided under straight line
These financial statements have been prepared method based on estimated useful life
on accrual and going concern basis, in prescribed under Schedule II to the Companies
accordance with the generally accepted Act, 2013 with the following exceptions:-
accounting principles in India under the
historical cost convention, except for the a. buildings are depreciated over a range of
following:- 3 to 65 years;
b. plant & machineries are depreciated over
a. certain financial assets and liabilities
a range of 15 to 35 years;
which have been measured at fair value;
based on the technical evaluation of useful
b. biological assets, including unplucked
life.
green leaves which have been measured
at fair value less cost to sell, if any and Depreciation on bearer plants is provided under
straight line method based on an estimated
c. defined employee benefit plans which
life of 80 years. Such life is estimated by the
have been measured at fair value.
management based on previous experience.
All assets and liabilities have been classified Bearer plants are depreciated from the date
as current and non-current as per the they are ready for commercial harvest, pending
Company’s normal operating cycle and other which they are accounted for under Capital
criteria as set out in Division II of Schedule III Work-in-Progress.
to the Companies Act, 2013. For the purpose
Freehold land is not depreciated. Leasehold
of this classification, the Company has
land is also not depreciated as the lease is
ascertained that the time between acquisition
renewed upon expiry of the lease period.
of assets for processing and their realisation
in cash and cash equivalents does not exceed An asset’s carrying amount is written down
12 months. immediately to its recoverable amount if the
asset’s carrying amount is greater than its
1.3. Property, Plant & Equipment estimated recoverable amount.
Property, plant & equipment is stated at The residual values and useful lives of property,
historical cost net of accumulated depreciation plant & equipment are reviewed at each
and accumulated impairment loss, if any. financial year end and adjusted prospectively,
Historical cost includes expenditure that are if appropriate.
directly attributable to the acquisition of the
items, including borrowing costs in case of 1.4. Intangible Assets
qualifying assets. Subsequent costs are Intangible assets comprises of computer
80 B&A Limited
NOTES TO FINANCIAL STATEMENTS (Contd.)

software. Costs associated with maintaining Company becomes a party to the contractual
software programmes are recognised as an provisions of a financial instrument. On initial
expense in the period in which they are recognition, a financial asset is recognised at
incurred. Cost of software purchased is fair value along with related transaction costs
recorded as intangible assets and is amortised where such financial assets are not measured
from the point at which they are put to use. at Fair Value Through Profit or Loss (FVTPL).
The amortisation is made on a straight line However, where a financial asset is measured
basis over an estimated useful life of 5 years. at FVTPL on initial recognition, related
1.5. Investment in Subsidiaries transaction costs are recognised in the
Statement of Profit and Loss.
Investment in subsidiaries is carried at cost
less accumulated impairment loss, if any. Subsequent Measurement
1.6. Inventories For subsequent measurement the Company
classifies its financial assets into the following
Inventories of Store & Spares and Finished
categories, based on facts and circumstances:-
Goods are stated at cost or net realisable value
whichever is lower. Cost of Finished Goods a. Amortised Cost
comprises of cost of direct material, direct b. Fair Value Through Other Comprehensive
labour and appropriate portion of variable and Income (FVTOCI)
fixed overhead expenditure. Cost of inventories
c. Fair Value Through Profit or Loss (FVTPL)
also includes other costs incurred in bringing
the same to their present location. Cost of Reclassification
items of Stores & Spares is determined under Financial assets are not reclassified subsequent
weighted average method. Net realisable value to their recognition unless the Company
is the estimated selling price in the ordinary changes its business model for managing
course of business as reduced by estimated financial assets in the reporting period.
cost to sell.
Impairment
1.7. Biological Assets (Other than Bearer Plants)
The Company measures the expected credit
Standing leaves on tea bushes at the end of loss associated with its financial assets based
the reporting period, which are expected to be on historical trend, industry practices and the
plucked within the next plucking round, are business environment in which the entity
measured at fair value less cost to sell. operates or any other appropriate basis. The
1.8. Deferred Expenditure impairment methodology applied depends on
It includes costs incurred on nursery plants whether there has been a significant increase
that are to be used in future other than for new in credit risk. Loss on impairment is recognised
planting and replanting. in the year in which the impairment becomes
certain beyond reasonable doubt.
1.9. Cash and Cash Equivalents
De-recognition
For the purpose of presentation in the
Statement of Cash Flows, cash and cash Financial assets are derecognised when the
equivalents include cash on hand; balance contractual rights to the cash flows from the
with banks in current accounts; any remittance financial assets expire, or the Company
in transit and bank overdrafts. Bank overdrafts transfers the contractual rights to receive the
are shown within borrowings under current cash flows from the asset, or the Company
liabilities in the Balance Sheet. has not retained control over the financial
asset. Therefore, if the asset is one which is
1.10. Financial Assets measured at:-
Initial Recognition and Measurement a. amortised cost, the gain or loss is
Financial assets are recognised when the recognised in the Statement of Profit

B&A Limited

and Loss; Financial assets that are held within a
b. fair value through other comprehensive business model whose objective is
income, the cumulative fair value achieved by both, selling financial assets
adjustments previously taken to reserves and collecting contractual cash flows that
are classified to the Statement of Profit are solely payment of principal and interest,
and Loss unless the asset represents an are subsequently measured at FVTOCI.
equity investment in which case the Fair value movements are recognised in
cumulative fair value adjustments the Other Comprehensive Income (OCI).
previously taken to reserves is reclassified (c) Measured at Fair Value Through Profit or
within equity. Loss (FVTPL) – A financial asset not
Income Recognition classified as either amortised cost or
Interest income is recognised in the Statement FVTOCI is classified as FVTPL. Such
of Profit and Loss using the effective interest financial assets are measured at fair value
rate method. Dividend income is recognised with all changes in fair value, including
in the Statement of Profit and Loss when the interest income and dividend income, if
right to receive dividend is established. any, recognised as ‘other income’ in the
Trade Receivables and Loans Statement of Profit or Loss.
Trade receivables and loans are initially Equity Instruments

recognised at fair value. Subsequently, these The Company measures all its investments in
assets are held at amortised cost, using the equity instruments, except for those in
effective interest rate method net of any subsidiaries, at FVTOCI. Fair value gains and
expected credit losses. The effective interest losses are recognised in Other Comprehensive
rate is the rate that discounts estimated future Income. Such fair value gains or losses
cash income through the expected life of a will not be reclassified to Profit or Loss.
financial instrument.
1.11. Financial Liabilities
Debt Instruments
Borrowings, trade payables and other financial
Debt instruments are initially measured at liabilities are initially recognised at the value
amortised cost, fair value through other of the respective contractual obligations. They
comprehensive income (FVTOCI) or fair value are subsequently measured at amortised cost.
through profit or loss (FVTPL) till de-recognition Any discount or premium on redemption/
on the basis of (i) the entity’s business model settlement is recognised in the Statement of
for managing the financial assets and (ii) the
Profit and Loss as finance cost over the life of
contractual cash flow characteristics of the
the financial liability using effective interest
financial asset.
method and adjusted to the liability figure
(a) Measured at Amortised Cost – Financial disclosed in the Balance Sheet. Financial
assets that are held within a business liabilities are derecognised when the liability
model whose objective is to hold financial is extinguished i.e. when the contractual
assets in order to collect contractual cash obligation is discharged, cancelled and on
flows that are solely payment of principal expiry.
and interest, are subsequently measured
at amortised cost using the effective 1.12. Offsetting Financial Instruments
interest rate method less impairment, if Financial assets and liabilities are offset and
any. The amortisation of effective interest the net amount is included in the Balance
rate and loss arising from impairment, if Sheet where there is a legally enforceable
any are recognised in the Statement of right to offset the recognised amounts and
Profit and Loss. there is an intention to settle on a net basis or
(b) Measured at Fair Value Through Other realise the asset and settle the liability
Comprehensive Income (FVTOCI) – simultaneously.
82 B&A Limited

1.13. Impairment of Non-financial Assets as a result of a past event, it is probable that
Assets are tested for impairment whenever an outflow of resources embodying economic
events or changes in circumstances indicate benefits will be required to settle the obligation
that the carrying amount may not be and a reliable estimate can be made of the
recoverable. Impairment loss, if any, is provided amount of the obligation. Provisions are
to the extent, the carrying amount of the asset measured at the best estimate of the
or cash generating unit exceed their expenditure required to settle the present
recoverable amount. obligation at the Balance Sheet date.
Recoverable amount is the higher of an asset’s If the effect of time value of money is material,
net selling price and the present value of provisions are discounted to reflect its present
estimated future cash flows expected to arise value using a current pre-tax rate that reflects
from the continuing use of an asset or cash the current market assessments of time value
generating unit and from its disposal at the of money and the risks specific to the obligation.
end of its useful life. When discounting is used, the increase in the
Impairment losses recognised in prior years provision due to passage of time is recognised
are reversed when there is an indication that as finance cost.
the impairment losses recognised no longer Contingent liabilities are disclosed when there
exists or have decreased. Such reversals are is a possible obligation arising from past events,
recognised as an increase in the carrying the existence of which will be confirmed only
amount of the assets to the extent it does not by the occurrence or non-occurrence of one
exceed the carrying amount that would have or more uncertain future events not wholly
been determined (net of depreciation or within the control of the Company or when a
amortization) had no impairment loss been
present obligation arises from past events
recognised in previous years.
where it is either not probable that an outflow
1.14. Government Grants of resources embodying economic benefits
Government grants are recognised at their fair will be required to settle the obligation or a
value where there is reasonable assurance reliable estimate of the amount cannot be
that the grant will be received, and the made.
Company will comply with the conditions
Contingent assets are not recognised but
attached.
disclosed when an inflow of economic benefits
Government grants relating to income are is probable.
deferred and recognised in the profit or loss
over the period necessary to match them with 1.16. Claims not acknowledged as Debts
the cost that they are intended to compensate Claims against the Company not acknowledged
and presented within other non-operating as debts are disclosed after a careful evaluation
income. of the facts and legal aspects of the matter
Government grants relating to the acquisition involved.
or construction of property, plant & equipment 1.17. Dividends
are included in the Balance Sheet as deferred
income and recognised as income in the Interim dividend is recognised in the period in
Statement of Profit and Loss over the useful which it is approved by the Board of Directors
life of the related item of property, plant & and final dividend in the period in which it is
equipment and presented within other non- approved by the Shareholders.
operating income. 1.18. Income Taxes
1.15. Provisions, Contingent Liabilities and Income tax expense for the year comprises of
Contingent Assets current tax and deferred tax. Current tax is the
Provisions are recognised when the Company expected tax payable on the taxable income
has a present obligation (legal or constructive) for the year using the applicable tax rates and

B&A Limited

any adjustment to taxes in respect of previous or losses are recognised in full under Other
years. Deferred tax is recognised in respect Comprehensive Income.
of temporary differences between the carrying 1.20. Revenue Recognition
amount of assets and liabilities for financial
reporting purposes and the corresponding Revenue from sale of goods is recognised
amounts used for taxation purposes. when
A deferred tax liability is recognised based on - all the significant risks and rewards of
ownership in the goods are transferred to
the expected manner of realisation or
the buyer,
settlement of the carrying amount of assets or
liabilities, using tax rates enacted, or - there is no continuing managerial
substantively enacted, by the end of the involvement with the goods,
reporting period. Deferred tax assets are - the amount of revenue can be measured
recognised only to the extent that it is probable reliably and
that future taxable profits will be available
- it is probable that future economic benefits
against which the asset can be utilised.
will flow to the Company.
Deferred tax assets are reviewed at the end
of each reporting period and reduced to Revenue is measured at the fair value of the
the extent that it is no longer probable that consideration received or receivable. Amounts
the related tax benefit will be realised. disclosed as revenue are net of goods and
service tax and sales returns.
Current tax assets and current tax liabilities
are offset when there is a legally enforceable Revenue from financial assets has been dealt
right to set off the recognised amounts and with in Note 1.10.
there is an intention to settle the assets and 1.21. Foreign Currencies
liabilities on a net basis. Deferred tax assets The financial statements are presented in
and liabilities are set off when there is a legally Indian Rupees (Rs.), the functional currency
enforceable right to set off current tax assets of the Company (i.e. the currency of the primary
against current tax liabilities; and deferred tax economic environment in which the entity
assets and the deferred tax liabilities relate to operates).
taxes levied by the same taxation authority.
Foreign currency transactions are translated
1.19. Employee Benefits into the functional currency using exchange
Short Term Employee Benefits rates at the date of the transaction. Foreign
exchange gains and losses from settlement
These are recognised at the undiscounted of these transactions and from translation of
amount as expense for the year in which the monetary assets and liabilities at the reporting
related service is rendered. date exchange rates are recognised in the
Post-Employment Benefit Plans Statement of Profit and Loss.
The Company makes defined contributions to Foreign currency non-monetary items
a provident fund scheme, which is recognised carried in terms of historical cost are reported
as expense. using the exchange rate at the date of the
transactions.
The cost of providing benefits under the
Company’s defined benefit gratuity plan is 1.22. Borrowing Costs
calculated by independent actuary using the Interest and other borrowing costs attributable
projected unit credit method. Service costs to qualifying assets are capitalised. Other
and interest expense are reflected in the interest and borrowing costs are charged to
Statement of Profit and Loss. Actuarial gains the Statement of Profit and Loss.
84 B&A Limited

1.23. Research and Development under Minimum Alternate Tax (MAT) provisions
Contribution to Tea Research Association is of the Income Tax Act, 1961 and Assam
Agricultural Income Tax Act, 1939. Significant
charged to revenue.
judgement is involved in determining the tax
1.24. Earnings per Share liability for the Company. Further, there are
Basic earnings per share is computed by many transactions and calculations during the
dividing:- ordinary course of business for which the
ultimate tax determination is uncertain. Further
- the profit / loss attributable to owners of judgement is involved in determining the
the Company deferred tax position on the balance sheet
- by the weighted average number of equity date.
shares outstanding during the financial l Depreciation and amortisation (Refer Note
year. No. 36)
Diluted earnings per share adjusts the figures Depreciation and amortisation is based on
used in determination of basic earnings per management estimates of the future useful
share to take into account:- lives of the property, plant and equipment and
- the after-income tax effect of interest and intangible assets. Estimates may change due
other financing costs associated with to technological developments, competition,
dilutive potential equity shares, and changes in market conditions and other factors
and may result in changes in the estimated
- the weighted average number of additional useful life and in the depreciation and
equity shares that would have been amortisation charges.
outstanding assuming the conversion of
all dilutive potential equity shares.
l Actuarial Valuation for Employee Benefits
(Refer Note No. 42.1.)
1.25. Rounding Off
The determination of Company’s liability
All amounts disclosed in the financial towards defined benefit obligation to employees
statements and notes have been rounded off on account of gratuity is made through
to the nearest lakhs or decimals thereof as per independent actuarial valuation including
the requirement of Division II of Schedule III determination of amounts to be recognised in
to the Companies Act, 2013, unless otherwise Profit and Loss and Other Comprehensive
stated. Income. Such valuation depends upon
1.26. Standards issued but not yet effective assumptions determined after taking into
account inflation, seniority, promotion and other
The Ministry of Corporate Affairs has notified relevant factors. Information about such
Ind AS 116, “Lease” vide Companies (Indian valuation is provided in notes to the financial
Accounting Standards) Amendment Rules, statements.
2019 dated 30th March, 2019. The new
standard shall be effective from 1st April, 2019.
l Provisions and Contingencies (Refer Note
The Company is not expecting any material No. 42.5)
impact of the new standard on the standalone Provisions and contingencies are based on
financial statements. Company Management’s best estimate of the
Note 2 – Critical Estimates and Judgements liabilities based on the facts known at the
balance sheet date.
The areas involving critical estimates and judgements
are:-
l Fair Value of Biological Assets (Refer Note
No. 11)
l Taxation(Refer Note No. 22 & 29)
The fair value of biological assets is determined
The Company is engaged in agricultural based on recent transactions entered into with
activities and is also subject to tax liability third parties or available market price.

Note 3 : Property, Plant & Equipment
86
(Rs. lakhs)
GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION NET CARRYING AMOUNT

Description As at 1st Additions Deletions/ As at 31st As at 1st Depreciation Deletions/ As at 31st As at 31st As at 31st
April, 2018 during the De-recognition March, 2019 April, 2018 for the year De-recognition March, 2019 March, 2019 March, 2018
year during the year during the year
B&A Limited
Freehold Land 33.14 --- --- 33.14 --- --- --- --- 33.14 33.14
Leasehold Land 351.49 --- --- 351.49 --- --- --- --- 351.49 351.49
Buildings 4,416.36 25.93 --- 4,442.29 1,111.41 138.04 --- 1,249.45 3,192.84 3,304.95
B&A Limited
Plant & Machinery 2,401.20 161.86 --- 2,563.06 1,245.47 78.16 --- 1,323.63 1,239.43 1,155.73
Electrical Installation 547.05 76.91 --- 623.96 416.41 29.47 --- 445.88 178.08 130.64
Vehicles 708.33 --- (7.42) 700.91 567.81 44.67 (7.42) 605.06 95.85 140.52
Office Equipment 28.74 1.69 --- 30.43 27.95 0.74 --- 28.69 1.74 0.79
Computer 83.90 1.16 --- 85.06 81.58 0.89 --- 82.47 2.59 2.32
Furniture & Fittings 290.17 2.01 --- 292.18 223.39 14.40 --- 237.79 54.39 66.78
Bearer Plants 1,661.69 352.25 (6.65) 2,007.29 728.64 26.29 (4.24) 750.69 1,256.60 933.05
Total 10,522.07 621.81 (14.07) 11,129.81 4,402.66 332.66 (11.66) 4,723.66 6,406.15 6,119.41
Previous Year 8,933.58 1,588.49 --- 10,522.07 4,152.99 249.67 --- 4,402.66 6,119.41
Note 4 : Intangible Assets (Other than Goodwill) (Rs. lakhs)

GROSS CARRYING AMOUNT ACCUMULATED AMORTISATION NET CARRYING AMOUNT

Description As at 1st Additions Deletions/ As at 31st As at 1st Amortisation Deletions/ As at 31st As at 31st As at 31st
Computer Sofware 50.14 1.35 --- 51.49 28.60 6.90 --- 35.50 15.99 21.54
Total 50.14 1.35 --- 51.49 28.60 6.90 --- 35.50 15.99 21.54
Previous Year 35.87 14.27 --- 50.14 21.71 6.89 --- 28.60 21.54

Note 5 : Investment in Subsidiary
31st March, 31st March,

2019 2018
Rs. Lakhs Rs. Lakhs
(Measured at Cost)
35,54,829 Equity Shares of B & A Packaging India Ltd.
(quoted) of Rs.10/- each fully paid up.
(As at 31st March, 2018 : 35,54,829 shares)
Dividends recognised during the current year Rs. 17.77 lakhs
(For the year ended 31st March, 2018 Rs. 17.77 lakhs) 376.57 376.57
Total 376.57 376.57
Aggregate Market Value of Quoted Investments
(Refer Note 42.19) 1,900.06 1,735.47
Note 6 : Non-Current Investments

2019 2018
Rs. Lakhs Rs. Lakhs
Investments in Equity Instruments
1. 500 Equity Shares of ICICI Bank (quoted) of Rs. 2/- each,
fully paid up. (As at 31st March, 2018: 500 shares)
Dividends recognised during the current year Rs. Nil
2. 250 Equity Shares of Asssam Finance Corporation (unquoted) of
Rs. 100/- each, fully paid up. (As at 31st March, 2018 : 250 shares)
(For the year ended 31st March, 2018 Rs. Nil) 0.21 0.21
3. 18,000 Equity Shares of Heritage North East Pvt. Ltd. (unquoted) of
Rs. 10/- each, fully paid up. (As at 31st March, 2018 : 18,000 shares)
4. 9,800 Equity Shares of Kaziranga Golf Club Pvt. Ltd. (unquoted) of
(For the year ended 31st March, 2018 Rs. Nil) 0.00* 0.00*
5.91 4.95
Other Investments
Investment in National Savings Certificate (VI Issue)
[Lodged with Excise Authorities] 0.01 0.01
Total 5.92 4.96
Aggregate book value of quoted investments 2.00 1.39
Aggregate of market value quoted investments 2.00 1.39
Aggregate of unquoted investments 3.92 3.57
*The figure is below the rounding off levels used in the fiancial statements.

B&A Limited

Note 7 : Non-Current Loans

2019 2018
Rs. Lakhs Rs. Lakhs
Loan to Subsidiary (Unsecured, considered good)
(Refer Note 42.16 ) 258.00 258.00
Total 258.00 258.00
Note 8 : Non-Current Other Financial Assets

2019 2018
Rs. Lakhs Rs. Lakhs
Term Deposits with Bank having remaining maturity period of more

than 12 months 13.69 167.96
Includes Rs. 13.69 lakhs for Unpaid Dividend
(As at 31st March, 2018 : Rs. 73.26 lakhs)
Total 13.69 167.96
Note 9 : Other Non-Current Assets

2019 2018
Rs. Lakhs Rs. Lakhs
Advances Other than Capital Advances :- (Refer Note 42.16)
(a) Security Deposits 148.66 148.14
(b) Advances to Related Parties 1,148.51 1,212.86
(c) Other Advances 176.79 176.79
Total 1,473.96 1,537.79
Note 10 : Inventories (including in transit)

2019 2018
Rs. Lakhs Rs. Lakhs
Stock of Tea 538.33 489.59

Stock of Stores at Garden 529.91 362.42
Total 1,068.24 852.01
88 B&A Limited

Note 11 : Biological Assets (Other than Bearer Plants)

2019 2018
Rs. Lakhs Rs. Lakhs
Unplucked Tea Leaves on Bush 32.98 19.71

As at 31st March, 2019 : 1,49,457 Kgs
As at 31st March, 2018 : 1,01,406 Kgs
Total 32.98 19.71
Note 12 : Trade Receivables

2019 2018
Rs. Lakhs Rs. Lakhs
Receivable from Related Parties 6.82 22.21

Receivable from Others 181.61 72.48
Total 188.43 94.69
Break-up as required by Schedule III Division II :-
(Refer Note 42.16)
Trade Receivables considered good - Secured -- --
Trade Receivables considered good - Unsecured 188.43 94.69
Trade Receivables which have significant increase in Credit risk -- --
Trade Receivables - credit impaired -- --
Less :- Allowance for bad and doubtful debts :-
Unsuecured, considered good -- --
Significant increase in credit risk -- --
Credit impaired -- --
Total 188.43 94.69
Note 13 : Cash and Cash Equivalents

2019 2018
Rs. Lakhs Rs. Lakhs
Balances with Schedule Banks :-
In Current Accounts 307.52 52.19
Cash on Hand 9.96 8.46
Total 317.48 60.65

B&A Limited

Note 14 : Bank Balances Other than Cash and Cash Equivalents

2019 2018
Rs. Lakhs Rs. Lakhs
Earmarked Balances with Scheduled Banks :-

In Marginal Deposit Accounts 1.56 1.56
In Unpaid Dividend Accounts 17.14 15.89
Term Deposits with Bank having remaining maturity period of less 185.68 29.45
than 12 months and original maturity period of more than 3 months
Total 204.38 46.90
Note 15 : Current Loans

2019 2018
Rs. Lakhs Rs. Lakhs
Staff Advances 169.02 133.98

Total 169.02 133.98
(Refer Note 42.16)
Staff Advances considered good - Secured -- --
Staff Advances considered good- Unsecured 169.02 133.98
Staff Advances which have significant increase in Credit risk -- --
Staff Advances - credit impaired -- --
Total 169.02 133.98
90 B&A Limited

Note 16 : Current Other Financial Assets

2019 2018
Rs. Lakhs Rs. Lakhs
Interest Accrued 31.67 21.20
Includes Rs. 5.22 lakhs accrued on Loan to Subsidiary Company
(For the year ended 31st March, 2018 Rs. 5.22 lakhs)
Total 31.67 21.20
Note 17 : Other Current Assets

2019 2018
Rs. Lakhs Rs. Lakhs
(a) Advances to Related Parties 166.20 71.80
(b) Other Advances 768.70 705.61
Subsidies Receivable from Government -- 9.54
Deferred Expenditure 46.24 60.87
Central Excise Duty 35.55 35.55
Total 1,016.69 883.37
Note 18 : Share Capital

2019 2018
Rs. Lakhs Rs. Lakhs
I. Authorized
Equity Share Capital
50,00,000 shares of Rs. 10/- each 500.00 500.00
Cumulative Preference Share Capital
5,00,000 shares of Rs. 100/- each 500.00 500.00
II. Issued, Subscribed and Fully Paid-up
31,00,000 shares of Rs. 10/- each
(As at 31st March, 2018 : 31,00,000 shares) 310.00 310.00

B&A Limited

A. Terms / Rights attached to Equity Shares:-
The company has one class of equity shares having a par value of Rs. 10/- per share. Each holder of
equity share is entitled to one vote per share. In the event of liquidation of the company, the holders
of equity shares will be entitled to receive remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
B. Shareholders holding more than 5% of the Issued Shares:-
2019 2018
1. Late H. P. Barooah
-- No. of Shares 8,61,918 8,61,918
-- Percentage of holding 27.80% 27.80%
2. Mrs. S. Shetty
-- No. of Shares 3,16,200 3,16,200
-- No. of Shares 2,42,430 2,42,430
C. Out of the above Shares

1. With regards to 8,61,918 equity shares (As at 31st March, 2018 : 8,61,918 shares) held by Late H. P.
Barooah, proceedings are pending before the Courts.
2. Out of 3,16,200 equity shares (As at 31st March, 2018 : 3,16,200 shares) shown in the name of
Mrs. S. Shetty, proceedings are pending before Courts in respect of 2,21,230 equity shares (As at
31st March, 2018 : 2,21,230 shares).
3. With regards to 2,42,430 equity shares (As at 31st March, 2018 : 2,42,430 shares) held by Mr. Somnath
Chatterjee, proceedings are pending before the Courts.
D. There has been no changes in Authorised and Issued & Subscribed Capital during the years covered
by these fiancial statements.
Note 19 : Other Equity

2019 2018
Rs. Lakhs Rs. Lakhs
Summary of Other Equity balances:-
Capital Reserve 124.28 124.28
Securities Premium 1,001.50 1,001.50
General Reserve 300.74 300.74
Retained Earnings 3,801.70 3,810.77
Fair Value Through Other Comprehensive
Income (FVTOCI) Reserve 2.65 1.69
Total 5,230.87 5,238.98
Refer Statement of Changes in Equity for detailed movement in Equity balances.
92 B&A Limited

Note 20 : Non-Current Borrowings

2019 2018
Rs. Lakhs Rs. Lakhs
Secured Term Loans from Banks
Term Loans from United Bank of India 189.08 456.20
Less : Current Maturities of Long-term debts (189.08) (259.00)
-- 197.20
a. Nature of Security : Secured by hypothecation of existing
and future tangible assets of the Company (excluding the
assets purchased under hire purchase scheme of Tea Board)
including tea crop, with United Bank of India and additionally
secured by Equitable Mortgage of Fixed Assets situated at
the Tea Estates and one property of the Company at Kolkata,
besides the personal guarantee of the Managing Director.
b. Rate of Interest : MCLR-Y + 65 basis points p.a.
c. Terms of Repayment : Rs. 100.00 lakhs by 30.09.2019
and balance by 31.03.2020
Note 21 : Non-Current Provisions

2019 2018
Rs. Lakhs Rs. Lakhs
Provision for Gratuity 1,209.34 1,075.06

Less : Current portion thereof shown under Current Provision (90.25) (115.93)
Total 1,119.09 959.13
Note 22 : Deferred Tax
2019 2018
Rs. Lakhs Rs. Lakhs
Deferred Tax Assets
Comprises of temporary differences attributable to :-
Provision for Gratuity 373.42 335.29
Total Deferred Tax Assets 373.42 335.29
Deferred Tax Liabilities
Comprises of temporary differences attributable to :-
Property, Plant & Equipment 466.27 480.75
Intangible Assets (Other than Goodwill) 2.53 3.46
Total Deferred Tax Liabilities 468.80 484.21
Net Deferred Tax Assets / (Liabilities) (95.38) (148.92)

B&A Limited

Movement in the items of Deferred Tax Assets
Provision for
Gratuity
As at 1st April, 2017 322.67
(Charged)/Credited during the year ended 31st March, 2018 to :-
- Profit or Loss 2.97
- Other Comprehensive Income 9.65
As at 31st March, 2018 335.29
- Profit or Loss 7.39
- Other Comprehensive Income 30.74
As at 31st March, 2019 373.42
Movement in the items of Deferred Tax Liabilities
Property, Plant Intangible Assets
& Equipment (Other than Goodwill)
As at 1st April, 2017 493.09 3.61
- Profit or Loss (12.34) (0.15)
- Other Comprehensive Income -- --
As at 31st March, 2018 480.75 3.46
- Profit or Loss (14.48) (0.93)
- Other Comprehensive Income -- --
As at 31st March, 2019 466.27 2.53
Note 23 : Other Non-Current Liabilities

2019 2018
Rs. Lakhs Rs. Lakhs
Government Grants
Balance as at 1st April 43.20 43.35
Add: Received during the year -- --
Less: Transferred to the Statement of Profit and Loss
during the year (0.56) (0.15)
Balance as at 31st March 42.64 43.20
Less: Current portion thereof shown under Other
Current Liabilities (1.68) (1.68)
Non-Current portion of Government Grants 40.96 41.52
Note : Theses grants were received from Tea Board of India as Replanting Subsidy. There were no unfulfilled
conditions attached to these grants.
94 B&A Limited

Note 24 : Current Borrowings

2019 2018
Rs. Lakhs Rs. Lakhs
Secured Loans from Banks Repayable on Demand

Secured Working Capital Loan from United Bank of India 3,380.45 2,841.43
a. Nature of Security : Secured by hypothecation of
existing and future tangible assets of the Company
(excluding the assets purchased under hire purchase
scheme of Tea Board) including tea crop, with United
Bank of India and additionally secured by Equitable
Mortgage of Fixed Assets situated at the Tea Estates
and one property of the Company at Kolkata, besides
the personal guarantee of the Managing Director.
b. Rate of Interest : MCLR-Y + 65 basis points p.a.
Total 3,380.45 2,841.43
Note 25 : Trade Payables

2019 2018
Rs. Lakhs Rs. Lakhs
Payable to Related Parties -- 32.09
Payable to Others 977.87 732.87
Total 977.87 764.96
Break-up as required by Schedule III Division II
Total Outstanding dues of micro enterprises
and small enterprises 16.61 14.94
Total Outstanding dues of creditors other than
micro enterprises and small enterpises 961.26 750.02
Total 977.87 764.96

B&A Limited

Note 26 : Current Other Financial Liabilities

2019 2018
Rs. Lakhs Rs. Lakhs
Current Maturities of Long-term debts 189.08 259.00

Loan from Others 0.11 0.11
Unpaid Dividend 116.26 115.01
Employee Benefits Payable 249.10 84.71
Other Financial Liabilites 35.89 18.19
Total 590.44 477.02
Note 27 : Other Current Liabilities

2019 2018
Rs. Lakhs Rs. Lakhs
Revenue received in advance 175.32 --

Current portion of Government Grants 1.68 1.68
Others 349.72 327.53
Total 526.72 329.21
Note 28 : Current Provisions

2019 2018
Rs. Lakhs Rs. Lakhs
Provision for Gratuity (Current Portion) 90.25 115.93

Total 90.25 115.93
Note 29 : Current Tax Liabilities (Net)

2019 2018
Rs. Lakhs Rs. Lakhs
Provision for Income Tax (Net) 33.67 144.59

Total 33.67 144.59
96 B&A Limited

Note 30 : Revenue from Operations
Rs. Lakhs Rs. Lakhs
Sale of Tea (Gross) 12,070.67 12,185.46
Total 12,070.67 12,185.46
Note 31 : Other Income

Rs. Lakhs Rs. Lakhs
Interest Income
(includes Rs. 23.22 lakhs from Subsidiary Company;
for the year ended 31st March, 2018 Rs. 23.22 lakhs) 36.40 51.65
Dividend Income
(includes Rs. 17.77 lakhs from Subsidiary Company;
for the year ended 31st March, 2018 Rs. 17.77 lakhs) 17.77 17.80
Other Non-Operating Income
Rent Received 4.00 3.85
Replanting Subsidy 0.56 0.15
Liabilities no longer required written back 2.88 2.38
Profit on Sale of Vehicles 0.08 --
Sundry Receipts 0.60 4.27
Total 62.29 80.10
Note 32 : Cost of Materials Consumed

Rs. Lakhs Rs. Lakhs
Purchase of Green Leaf (Refer Note 42.15) 2,678.21 2,405.11
Total 2,678.21 2,405.11

B&A Limited

33 : Change in Inventories (Stock of Tea)
Rs. Lakhs Rs. Lakhs
Opening Stock of Tea 489.59 721.59
Less : Closing Stock of Tea (538.33) (489.59)
Total (48.74) 232.00
Note 34 : Employee Benefit Expenses

Rs. Lakhs Rs. Lakhs
Salaries, Wages, Bonus and Gratuity 4,121.88 3,653.11
Contribution to Provident and Other Fund 405.11 375.49
Labour and Staff Welfare 727.54 740.70
Total 5,254.53 4,769.30
Note 35 : Finance Cost

Rs. Lakhs Rs. Lakhs
Interest and Financial Charges
(Refer Note No. 42.8) 393.26 367.73
Total 393.26 367.73
Note 36 : Depreciation and Amortisation Expenses

Rs. Lakhs Rs. Lakhs
Depreciation and Amortisation Expenses 339.56 256.56
Total 339.56 256.56
98 B&A Limited

Note 37 : Other Expenses
Rs. Lakhs Rs. Lakhs
A. Manufacturing Expenses :-
Consumption of Stores & Spares 941.61 896.87
Repairs to Buildings 107.78 118.58
Repairs to Machineries 153.21 155.43
Power & Fuel 832.76 817.54
Cess on Tea -- 7.20
Total (A) 2,035.36 1,995.62
B. Selling & Distribution Expenses :-
Freight, Brokerage & Selling Expenses 592.88 658.23
Total (B) 592.88 658.23
C. Establishment Expenses :-
Rent, Hire and Service Charges 12.11 10.70
Rates, Taxes and Association Subscription 91.71 99.46
Travelling and Conveyance 75.69 71.31
Legal & Professional Charges 46.11 113.45
Vehicle Running and Maintenance 185.68 198.49
Insurance 41.95 37.31
Miscellaneous Expenses 232.24 238.35
Corporate Social Responsibility Activities
(Refer Note 42.17) 14.29 15.64
Directors Fees 16.00 10.84
Payment to Auditor (Refer Note 42.18) 6.05 6.05
Total (C) 721.83 801.60
Total Other Expenses (A + B + C) 3,350.07 3,455.45

B&A Limited

Note 38 : Tax Expenses
Rs. Lakhs Rs. Lakhs
Current Tax on Profits for the year (12.00) (190.00)
Deferred Tax Expense/ (Benefit)
Increase / (Decrease) in Deferred Tax Assets 7.39 2.97
(Increase) / Decrease in Deferred Tax Liabilities 15.41 12.49
10.80 (174.54)
Note 39 : Other Comprehensive Income

Rs. Lakhs Rs. Lakhs
Items that will not be reclassified to Profit or Loss
Income tax effect on the above 30.74 9.65
Total (A) [transferred to Retained Earnings] (77.48) (21.27)
Gain / (Loss) on FVTOCI Equity Instruments 0.96 0.79
Income tax effect on the above -- --
Total (B) [transferred to FVTOCI Reserve] 0.96 0.79
Total Other Comprehensive Income, net of taxes (A + B) (76.52) (20.48)
Note :- Income Tax effect on Gain / (Loss) on FVTOCI Equity Instruments is not taken into account since the same will
lead to a deferred tax liability / asset which will be reversed only when such Equity Instruments are sold. The Company
does not intend to sell these Equity Instruments in the foreseeable future.
100 B&A Limited


Note 40 : Earnings Per Share
Rs. Lakhs Rs. Lakhs
Basic EPS
(1) Number of Equity Shares at the beginning of
the year (in lakhs) 31.00 31.00
(2) Number of Equity Shares at the end of the
year (in lakhs) 31.00 31.00
(3) Weighted average number of Equity Shares
outstanding during the year (in lakhs) 31.00 31.00
(4) Face Value of each Equity Share (Rs.) 10.00 10.00
(5) Profit attributable to equity holders for the year
(Rs. in lakhs) 176.87 604.87
(6) Basic EPS (Rs.) 5.71 19.51
Diluted EPS
(1) Dilutive Potential Equity Shares (in lakhs) 31.00 31.00
(2) Diluted EPS [Same as Basic EPS] (Rs.) 5.71 19.51
Note 41 : Distributions made and Proposed

Rs. Lakhs Rs. Lakhs
Dividends on Equity Shares declared and paid

Dividend for the year ended 31st March, 2018 :-
Rs. 3 per share (31st March, 2017:- Rs. 3 per share) 93.00 93.00
Dividend Distribution tax on final dividend 15.46 15.31
Total 108.46 108.31
Dividends not recognised at the end of the year
Proposed Final dividend for the year ended
31st March, 2019 :-
Re. 1 per share (31st March, 2018:- Rs. 3 per share) 31.00 93.00
Dividend Distribution tax on proposed final dividend 2.72 15.46
Total 33.72 108.46
Note :- Proposed dividends on equity shares are subject to approval at the Annual General Meeting and are not recognised
as a liability (including Dividend Distribution Tax thereon) at the end of the year.

B&A Limited

Note 42 - Additional Notes to the Financial Statements
42.1. Defined Benefit Plan (Gratuity Plan)

The following tables set forth the particulars in respect of defined benefit gratuity plan of the
Company for the year ended 31st March, 2019 and corresponding figures for the previous year.
Table 1 – Components of Employer Expense

Particulars For the year ended For the year ended
Rs. Lakhs Rs. Lakhs
(a) Recognised in Profit or Loss
Current Service Cost 64.56 58.58
Past Service Cost -- 8.06
Loss / (Gain) on Settlement -- --
Net Interest Cost / (Income) 83.79 77.54
Sub-total (a) 148.35 144.18
(b) Re-measurements recognised in Other
Comprehensive Income
Effect of changes in demographic assumptions -- --
Effect of changes in financial assumptions 3.04 (16.86)
Effect of experience adjustments 105.18 47.78
Return on Plan Assets (excluding amounts
recognised in net interest cost) -- --
Re-measurement (or Actuarial) (gain) /
loss arising because of change in effect
of asset ceiling -- --
Sub-total (b) 108.22 30.92
Total Defined Benefit Cost recognised in Profit or
Loss and Other Comprehensive Income [(a) + (b)] 256.57 175.10
102 B&A Limited


Table 2 - Net Asset / (Liability) recognised in the Balance Sheet
As at As at
Rs. Lakhs Rs. Lakhs
Present Value of Defined Benefit Obligation 1,209.34 1,075.06
Fair Value of Plan Assets -- --
Surplus / (Deficit) (1,209.34) (1,075.06)
Net Asset / (Liability) recognised in the Balance Sheet (1,209.34) (1,075.06)
Out of Net Asset / (Liability) as above :-
- Current portion (90.25) (115.93)
- Non-Current portion (1,119.09) (959.13)
Total (1,209.34) (1,075.06)
Table 3 - Changes in Defined Benefit Obligation (DBO)

As at As at
Rs. Lakhs Rs. Lakhs
Present Value of DBO at the beginning of the year 1,075.06 1,034.65
Interest Cost 83.79 77.54
Re-measurement (gains) / losses
- Effect of changes in demographic assumptions -- --
- Effect of changes in financial assumptions 3.04 (16.86)
- Effect of experience adjustments 105.18 47.78
- Others -- --
Effect of change in foreign exchange rates -- --
Benefits paid (122.29) (134.69)
Acquisition adjustment -- --
Effect of business combinations or disposals -- --
Present Value of DBO at the end of the year 1,209.34 1,075.06

B&A Limited

Table 4 - Changes in Fair Value of Plan Assets
As at As at
Rs. Lakhs Rs. Lakhs
Fair Value of Plan Assets at the beginning of the year -- --
Investment Income -- --
Employer's Contribution -- --
Employees' Contribution -- --
Benefits Paid -- --
Return on Plan Assets, excluding amount recognised
in net interest cost -- --
Fair Value of Plan Assets at the end of the year -- --
Table 5 - Change in Effect of Asset Ceiling

As at As at
Rs. Lakhs Rs. Lakhs
Effect of Asset Ceiling at the beginning of the year -- --
Interest Cost (to the extent not recognised in net interest cost) -- --
Re-measurement (or Actuarial) (gain) / loss arising
because of change in effect of asset ceiling -- --
Effect of Asset Ceiling at the end of the year -- --
Table 6 - Principal Actuarial Assumptions

As at As at
Rs. Lakhs Rs. Lakhs
Financial Assumptions
Discount Rate (p.a.) 7.77% 7.80%
Salary Growth Rate (p.a.) 4.00% 5% for the first
year and 4%
thereafter
Demographic Assumptions
Mortality Rate (% of IALM 06-08) 100.00% 100.00%
Normal Retirement Age 58 Years 58 Years
Attrition / Withdrawal Rate (p.a.) 1.00% 1.00%
104 B&A Limited


Table 7 - Sensitivity Analysis of Present Value of DBO
As at As at
Rs. Lakhs Rs. Lakhs
Actual Present Value of DBO (base) 1,209.34 1,075.06
Discount Rate
- Increase by 1% 1,114.05 991.79
- Decrease by 1% 1,318.88 1,170.74
Salary Growth Rate
- Increase by 1% 1,321.66 1,172.92
- Decrease by 1% 1,110.26 988.71
Attrition Rate
- Increase by 50% 1,224.68 1,088.52
- Decrease by 50% 1,193.17 1,060.86
Mortality Rate
- Increase by 10% 1,210.47 1,076.05
- Decrease by 10% 1,208.22 1,074.06
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate,
expected salary increase and mortality. This sensitivity analysis above has been determined based on
reasonably possible changes of the assumptions occurring at the end of the reporting period while holding
all other assumptions constant. The sensitivity analysis presented above may not be representative of the
actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur
in isolation of one another as some of the assumptions may be correlated. There is no change in the method
of valuation for the prior period. For change in assumptions refer to Table 6 above.
Table 8 - Maturity Profile of Defined Benefit Obligation

Expected Maturity over next As at As at
(valued on undiscounted basis) 31st March, 2019 31st March, 2018
Rs. Lakhs Rs. Lakhs
1 year 90.25 115.93
2 to 5 years 438.63 359.66
6 to 10 years 726.04 599.92
More than 10 years 1,511.55 1,364.02
The weighted average duration of the defined benefit gratuity plan as on 31st March, 2019 is 9 years (as
on 31st March, 2018 is 8 years).

B&A Limited

42.2. Related Party Disclosures - Bhramar Kumar Mahanta
(a) Subsidiaries - Robin Aidan Farley (from 13/11/2018
B & A Packaging India Ltd. onwards)
4. Others**
(b) Associates
Heritage North East Pvt. Ltd.* - Debdip Chowdhury (Company Secretary)
Kaziranga Golf Club Pvt. Ltd.* - Tapas Kumar Chatterjee (Chief Financial
Officer)
*These Companies are not “associate company” within
the meaning of Sec 2(6) of the Companies Act, 2013. These directors are not “Key Managerial Personnel” within
the meaning of Sec 2(51) of the Companies Act, 2013.
(c) Key Management Personnel
**These are “Key Managerial Personnel” within the meaning
1. Executive Directors** of Sec 2(51) of the Companies Act, 2013.
- Somnath Chatterjee (Managing Director) (d) Other Related Parties
2. Non-Executive Independent Directors Barooahs & Associates Pvt. Ltd.
- Basant Kumar Goswami Buragohain Tea Company Ltd.
Assam Tea Brokers Pvt. Ltd.
- Latifur Rahman
Super Packaging Ltd.
- Prabir Kumar Datta Rockland Realty Pvt. Ltd.
- Anjan Ghosh Morris Construction Pvt. Ltd.
- Raj Kamal Bhuyian Hacienda Properties Pvt. Ltd.
(e) Persons holding 10% or more Shareholding
3. Non-Executive Non-Independent Director
in the Company
- Anuradha Farley (Chairman) - Late Hemendra Prasad Barooah
- Amit Chowdhuri - Sharmila Shetty
(f) Transactions during the year and Balance at year end with Subsidiaries
Rs. Lakhs Rs. Lakhs
1. Purchase of paper sacks and sample pouches from

B & A Packaging India Ltd. 134.94 68.49
2. Interest on Loan Given to
3. Dividends Received from
4. Reimbursement of Service Charges from
5. Net Balance outstanding at the end
of the year [ Dr. / (Cr.) ]
(includes loan given Rs. 258.00 lakhs)
106 B&A Limited


(g) Transactions during the year and Balance at year end with Associates
Rs. Lakhs Rs. Lakhs
1. Rent Received from

Heritage North East Pvt. Ltd. 2.00 2.00
2. Net Balance outstanding at the end of the year [Dr./(cr.)]
(a) Heritage North East Pvt. Ltd. 16.36 16.36
(b) Kazirange Gold Club Pvt. Ltd. 7.55 --
(h) Transaction during the year with Key Management Personnel

Rs. Lakhs Rs. Lakhs
1. Short Term Employee Benefits
(a) Somnath Chatterjee 30.68 28.18
(b) Debdip Chowdhury 10.77 10.83
(c) Tapas Chatterjee 13.17 12.11
2. Post-Employment Benefits
3. Sitting Fees
(a) Anuradha Farley 0.20 0.40
(b) Basant Kumar Goswami 2.30 1.60
(c) Prabir Kumar Datta 2.10 1.30
(d) Amit Chowdhuri 3.26 2.12
(e) Anjan Ghosh 4.24 3.22
(f) Bhramar Kumar Mahanta 1.40 0.80
(g) Raj Kamal Bhuyan 2.50 1.40
4. Dividends Paid
(b) Bhramar Kumar Mahanta 0.01 0.01
(c) Somnath Chatterjee 7.27 7.27
(d) Tapas Chatterjee 0.00 * 0.00 *
Post-Employment Benefits as above do not include amounts relating to defined benefit gratuity plan as actuarial valuation
for gratuity plan is made for the Company as a whole.
*The figure is below the rounding off levels used in the financial statements.

B&A Limited

(i) Transactions during the year and Balance at year end with Other Related Parties
Rs. Lakhs Rs. Lakhs
1. Purchase of Green Leaf from
Buragohain Tea Company Ltd. 462.34 399.78
2. Receipt of Services from
(a) Barooahs & Associates Pvt. Ltd. 204.59 206.56
(b) Assam Tea Brokers Pvt. Ltd. 41.54 34.42
Assam Tea Brokers Pvt. Ltd. 0.38 0.38
4. Net Balance outstanding at the
end of the year [ Dr. / (Cr.) ]
(a) Buragohain Tea Company Ltd. 797.85 728.37
(b) Barooahs & Associates Pvt. Ltd. 463.49 513.53
(c) Hacienda Properties Pvt. Ltd. 25.47 25.47
(d) Assam Tea Brokers Pvt. Ltd. 8.55 23.14
(j) Transactions during the year with Persons holding 10% or more Shareholding in the Company
Rs. Lakhs Rs. Lakhs
Dividends Paid
(a) Late Hemendra Prasad Barooah 25.86 25.86
(b) Sharmila Shetty 9.49 9.49
(k) Terms and Conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail
in arm’s length transactions except transactions detailed in items (f)(4);(g)(1); (i)(2)(a); (i)(3) where
market rates of services rendered / received are not readily available and necessary approvals
were sought u/s 188 of the Companies Act, 2013. Outstanding balances at the year - end are unsecured
and interest free and settlement occurs in cash. There have been no guarantees provided or received
from any related party receivables or payables. For the year ended 31st March, 2019 the Company
has not recorded any impairment of receivables relating to amounts owed by related parties (previous
year - Rs. Nil). This assessment is undertaken in each financial year after examining the financial
position of the related party and the market in which the related party operates.
108 B&A Limited


42.3. Disclosure regarding Micro, Small and Medium Enterprises
Current Year Previous Year

Rs. Lakhs Rs. Lakhs
(a) The principal amount and interest due thereon, if any, remaining
unpaid at the end of the period to any supplier who fall within the
meaning of Sec 2(n) of the Micro, Small and Medium Enterprises
Act, 2006 and who have informed the Company accordingly.
- Principal 16.61 14.94
- Interest -- --
b) The amount of interest paid in terms of Sec 16, along with
the amount of payment made to the supplier beyond the
appointed day during the period. -- --
c) The amount of interest due and payable for the period of
delay in making payment (which has been paid but beyond
the appinted day during the year) but without adding the
interest specified under the Micro, Small and Medium
Enterprises Development Act, 2006. -- --
d) The amout of interest accrued and remaining unpaid at the end
of the period. -- --
e) The amount of further interest remaining due and payable
even in the succeeding years, until such date when the
interest dues as above are actually paid to the small enterprises,
for the purpose of disallowance of a deductible expenditure
u/s 23 of the Micro, Small and Medium Enterprises
Development Act, 2006. -- --
42.4. Details of Consumption
Particulars Current Year Previous Year

Rs. Lakhs Percentage Rs. Lakhs Percentage
Stores & Spares
- Indigenous 941.61 100.00% 896.87 100.00%
- Imported -- 0.00% -- 0.00%
Kgs. in Lakhs Rs. Lakhs Kgs. in Lakhs Rs. Lakhs
Raw Materials
- Green leaf plucked* 151.53 N/A 156.26 N/A
- Green leaf purchased
(inclusive of carrying charges) 121.06 2,678.21 107.25 2,405.11
*Value cannot be attributed to green leaf plucked as the same is produced in the Company’s Own Tea Estates.

B&A Limited

42.5. Contingent Liabilities and Claims Against the Company not acknowledged as Debts
Particulars As at 31st As at 31st

March, 2019 March, 2018
Rs. Lakhs Rs. Lakhs
- Demand under Excise Duty under appeal 12.62 12.62

- Assam Agricultural Income Tax demand under appeal 180.54 180.54
- Demand under Income Tax Act, 1961 15.29 15.29
42.6. Events occurring after the Balance Sheet Date

Refer Note No. 41 for the final dividend recommended by the Board of Directors of the Company
which is subject to approval of the shareholders in the ensuing Annual General Meeting.
42.7.Assets Pledged as Security
The carrying amounts of assets pledged as security for current and non-current borrowings are:-

Rs. Lakhs Rs. Lakhs
Current Assets
Financial Assets
Trade Receivables (Refer Note No. 12) 188.43 94.69
Cash and Cash Equivalents (Refer Note No. 13) 317.48 60.65
Bank Balances Other than Cash & Cash
Equivalents (Refer Note No. 14) 101.81 5.15
Loans (Refer Note No.15) 169.02 133.98
Other Financial Assets (Refer Note No. 16) 31.67 21.20
Total Charge on Financial Assets 808.41 315.67
Non-Financial Assets
Inventories (Refer Note No. 10) 1,068.24 852.01
Biological Assets (Other than Bearer Plants)
(Refer Note No. 11) 32.98 19.71
Other Current Assets (Refer Note No.17) 1,016.69 883.37
Total Charge on Non-Financial Assets 2,117.91 1,755.09
Total Current Assets Pledged as Security 2,926.32 2,070.76
Non-Current Assets
Property, Plant & Equipment (Refer Note No. 3) 5,761.64 5,433.24
Total Charge on Non-Current Assets 5,761.64 5,433.24
Total Non-Current Assets Pledged as Security 5,761.64 5,433.24
TOTAL ASSETS PLEDGED AS SECURITY 8,687.96 7,504.00
110 B&A Limited


42.8. Capitalisation of Borrowing Costs
The Company had commenced construction of a new tea manufacturing factory at Sangsua
Tea Estate during the financial year 2013-14, which had been completed during the financial year
2017-18 and its cost had accordingly been capitalised. The construction of the factory had been
financed by a term loan from United Bank of India. The amount of borrowing cost capitalised during
the year ended 31st March, 2019 is Rs. Nil (during the year ended 31st March, 2018 Rs. 58.41 lakhs).
42.9. Fair Value Measurements
Financial Instruments by Category
As at 31st As at 31st
Rs. Lakhs Rs. Lakhs
Financial Assets
Measured at Amortised Cost
- Investments 0.01 0.01
- Trade Receivables 188.43 94.69
- Cash and Cash Equivalents 317.48 60.65
- Bank Balances other than Cash and Cash
Equivalents 204.38 46.90
- Loans 427.02 391.98
- Other Financial Assets 45.36 189.16
1,182.68 783.39
Measured at Fair Value Through OCI
Total Financial Assets 1,188.59 788.34
Financial Liabilities
- Borrowings 3,380.45 3,038.63
- Trade Payables 977.87 764.96
- Other Financial Liabilities 590.44 477.02
Total Financial Liabilities 4,948.76 4,280.61
Fair Value Hierarchy for Financial Instruments

The fair value of financial instruments as mentioned above has been classified into three categories
depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest
priority to unobservable inputs (Level 3 measurements). The categories used are as follows :-
l Level 1 : Quoted prices for identical instruments in an active market;
l Level 2 : Directly or indirectly observable market inputs, other than Level 1 inputs; and
l Level 3 : Inputs which are not based on observable market data.

B&A Limited

The fair values of financial assets (other than those measured at fair value through Other Comprehensive
Income) and financial liabilities are considered to be equal to the carrying amounts of these items
due to their being short term in nature and therefore devoid of any material financing component.
There has been no change in the valuation methodology for Level 3 inputs during the year. The
Company has not classified any material financial instruments under Level 3 of the fair value hierarchy.
There were no transfers between Level 1 and Level 2 during the year. The following table presents
the fair value hierarchy of financial assets and liabilities measured at fair value on a recurring basis:-
Particulars Fair Value

Fair Value
Hierarchy As at 31st As at 31st
(Level) March, 2019 March, 2018
Rs. Lakhs Rs. Lakhs
Financial Assets
- Investment in Quoted Equity Instruments 1 2.00 1.39
- Investment in Unquoted Equity Instruments 3 3.91 3.56
For investments in unquoted equity instruments, book value per share as calculated from the latest
available financial statements of such unlisted companies, were considered as fair value of such
investments. Discounted Cash Flow technique had not been used since a reliable forecast of cash
flow of such companies could not be arrived at.
Fair Value Hierarchy for Biological Assets (Other than Bearer Plants)
The following table presents the fair value hierarchy of Biological Assets (Other than Bearer Plants)
for which fair value less cost to sell have been disclosed in the financial statements:-
Particulars Fair Value less cost to sell

Fair Value
Rs. Lakhs Rs. Lakhs

- Unplucked Tea Leaves on Bush 2 32.98 19.71
42.10. Financial Risk Management

The Company’s principal financial liabilities comprise of borrowings, trade payables and other financial
liabilities. The main purpose of these financial liabilities is to finance the Company’s operations. The
Company’s principal financial assets include loans, trade receivables and cash & bank balances.
The Company also holds FVTOCI Investments.
The Company’s activities expose it to a variety of risks, financial risks, market risk, credit risk and
liquidity risk. The Company focuses on a system-based approach to mitigate all such risks. Its
financial risk management process seeks to enable timely identification, evaluation and effective
management and control of key risk areas facing the business.
112 B&A Limited


a. Market Risk
i. Foreign Currency Risk
Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in foreign currency exchange rates.
The Company had operated only in the domestic market and did not undertake any material
transaction in foreign currency during the periods covered by this financial statement. As
such, the Company did not have any material foreign currency risk for the reported periods.
ii. Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows from a financial instrument
will fluctuate because of changes in market interest rates.
The Company’s main interest rate risk arises from short term and long term borrowings with
variable interest rate. The exposure of the Company’s financial assets and liabilities as at
31st March 2019 and 31st March 2018 to interest rate risk were as follows:-
Particulars As at 31st March, 2019 As at 31st March, 2018

Fixed Floating Fixed Floating
Rate Rate Rate Rate
Rs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs
Financial Assets 457.37 -- 455.41 --

Financial Liabilities -- 3,569.53 -- 3,297.63
Total 457.37 3,569.53 455.41 3,297.63
Increase / decrease of 50 basis points in interest rates (keeping all other variables constant)
as at the balance sheet date would result in an impact (decrease / increase in case of net
income) of Rs.19.51 lakhs and Rs. 16.41 lakhs on profit before tax for the year ended 31st
March, 2019 and 31st March, 2018 respectively.
b. Credit Risk
Credit risk is the risk of financial loss arising from default / failure by the counterparty to meet
financial obligations as per the terms of contract. The Company is exposed to credit risk for trade
receivables and loans. None of the financial instruments of the Company result in material
concentration of credit risks.
Credit risk on receivables is minimum since sales through different modes (e.g. auction sales,
private sales) are made after judging the credit worthiness of the customers or receiving advance
payment. The history of defaults has been minimal and outstanding trade receivables are monitored
on a regular basis. For credit risk on the loans to various parties, including its subsidiary, the
Company does not expect any material risk on account of non-performance by any of the parties.
c. Liquidity Risk
Liquidity risk refers to the risk that the Company may fail to honour its financial obligations in
accordance with terms of contract. To mitigate such liquidity risk the Company maintains sufficient
balance of cash and cash equivalents together with availability of funds through an adequate
amount of committed credit facilities to meet its obligations as and when due. The table below
provides the details regarding the remaining contractual maturities of significant financial liabilities
as on the reporting date:-

B&A Limited
Particulars Carrying Maturity less Maturity more

Amount than 1 year than 1 year
Rs. Lakhs Rs. Lakhs Rs. Lakhs
As at 31st March, 2018
Borrowings 3,038.63 2,841.43 197.20
Trade Payables 764.96 764.96 --
Other Financial Liabilities 477.02 477.02 --
Total 4,280.61 4,083.41 197.20
Borrowings 3,380.45 3,380.45 --
Trade Payables 977.87 977.87 --
Total 4,948.76 4,948.76 --
d. Agricultural Risk
The Company is mainly engaged in the business of cultivation and manufacturing of tea. Cultivation
of tea being an agricultural activity, there are certain specific financial risks. These financial risks
arise mainly due to adverse weather conditions and logistic problems inherent to remote areas. The
Company manages the above financial risks in the following manner:-
l Sufficient inventory levels of agro chemicals, fertilizers and other inputs are maintained so that
timely corrective action can be taken in case of adverse weather conditions.
l Slightly higher level of consumable stores viz. packing materials and HSD are maintained in
order to mitigate financial risk arising from logistic problems.
l Sufficient working capital facility is obtained from banks in such a way that cultivation, manufacture
and sale of made tea is not adversely affected even in times of adverse conditions.
42.11. Capital Management
For the purpose of the Company’s capital management, capital includes issued equity capital, share
premium and all other equity reserves. The primary objective of the Company is to maximise
shareholders’ value.
The Company manages its capital structure and makes adjustments in the light of the changes in
economic conditions and the requirements of the financial covenants. To maintain or adjust the
capital structure, the Company may, from time to time,adjust the dividend payment to shareholders,
return capital to shareholders or issue new shares.
In order to achieve the overall objective as elicited above, the Company’s capital management
among other things, aims to ensure that it meets the financial covenants attached to interest bearing
loans and borrowings that define the capital structure requirements. There have been no breaches
in the financial covenants of any interest bearing loans and borrowings in the reported periods.
No changes were made in the objectives, policies or processes for managing capital during the year
ended 31st March, 2019 from 31st March, 2018.
114 B&A Limited


42.12. Reconciliation of Tax Expense and Accounting Profit multiplied by Tax Rate
Rs. Lakhs Rs. Lakhs
Profit / (Loss) Before Tax 166.07 779.41
Tax at an average rate 48.37 243.37
Tax Effects of amounts which are not deductible /
(taxable) in calculating taxable income :-
- Corporate Social Responsibility Activities 4.16 4.85
- Replanting Expenses (49.68) (54.14)
- Other Items (13.65) (19.54)
Total Tax Expenses/(Income) (10.80) 174.54
42.13. Operating Segments

The Company has only one business segment - that of manufacturing and selling of black tea.
Segment information has been provided in the consolidated financial statements which are presented
in the same financial report in accordance with Ind AS 108, Operating Segments.
42.14. Details of Replanting & Replacement

During the year ended 31st March, 2019 Rs.183.01 lakhs has been incurred on account of Replanting
& Replacement of tea bushes (during the year ended 31st March, 2018 Rs. 173.50 lakhs) out of
which Rs. 12.46 lakhs has been charged off to the Statement of Profit and Loss as expenses (during
the year ended 31st March, 2018 Rs. 9.78 lakhs).
42.15. Value of Green Leaf Produced in the Company’s Own Tea Estates
Value of green leaf produced in the Company’s own tea estates is not ascertainable. However, cost
of materials consumed represents only cost of green leaf purchased from other tea growers.
42.16. Loans, Advances, Trade & Other Receivables

No loans, advances, trade or other receivables were due from directors or other officers of the
company either severally or jointly with any other person, except as has been disclosed. Nor any
loans, advances, trade or other receivables were due from firms or private companies in which any
director was a partner, a director or a member, except as has been disclosed.

B&A Limited

42.17. Details of Corporate Social Responsibility Expenditure
Rs. Lakhs Rs. Lakhs
Amount required to be spent by the Company
during the year 14.25 15.52
Amount spent during the year by the Company for:-
(i) Construction / Acquisition of any asset:-
(a) In Cash -- --
(b) Yet to be paid in cash -- --
-- --
(ii) Purposes other than (i) above:-
(a) In Cash 14.29 15.64
14.29 15.64
Total Amount Spent [(i) + (ii)] 14.29 15.64
42.18. Details of Payment to Auditor

Rs. Lakhs Rs. Lakhs
As Auditor:-
Audit Fees 3.25 2.75
Tax Audit Fees 1.35 1.10
In other capacity:-
Certification Fees 1.45 2.20
Total 6.05 6.05
42.19. Market Value of Equity Shares held in Subsidiary

The shares of B & A Packaging India Ltd. have been thinly traded in the Stock Exchange from the
financial year 2002 onwards till date and therefore valuation as certified by an independent Chartered
Accountant has been taken as market value of these shares.
116 B&A Limited


42.20. Forex Information
Rs. Lakhs Rs. Lakhs
Expenditure in foreign currency :-
Others 0.79 --
Signatures to Notes 1 to 42

FRN:315080E
Somnath Chatterjee Anjan Ghosh
Partner DIN : 00172364 DIN : 00655014

B&A Limited
INDEPENDENT AUDITOR’S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To we have obtained is sufficient and appropriate to
provide a basis for our opinion.
The Members of B & A LIMITED
Key Audit Matters
Report on the Audit of Consolidated Indian
Accounting Standards (Ind AS) Financial Key audit matters are those matters that, in our
Statements professional judgment, were of most significance in
our audit of the consolidated financial statements of
Opinion the current period. These matters were addressed
We have audited the accompanying Consolidated in the context of our audit of the consolidated financial
Ind AS Financial Statements of B & A Limited (‘‘the statements as a whole, and in forming our opinion
Company’’) and its subsidiary (the Company and its thereon, and we do not provide a separate opinion
subsidiary constitute ‘‘the Group’’), which comprise on these matters. We have determined the matters
the Consolidated Balance Sheet as at 31st March, described below to be the key audit matters to be
2019, the Consolidated Statement of Profit and Loss communicated in our report.
(including Other Comprehensive Income), the Revenue recognition
Consolidated Statement of Changes in Equity and
The accuracy of recognition, measurement,
Consolidated Statement of Cash Flows for the year
disclosure and presentation of revenues accrued
then ended, and notes to the consolidated financial or deemed to have accrued during the year in
statements, a summary of the significant accounting accordance with the principles laid down in Ind
policies and other explanatory information. AS 115.
In our opinion and to the best of our information and Principal audit procedures
according to the explanations given to us, the
aforesaid consolidated financial statements give the The principal audit procedures performed by us
comprise:
information required by the Companies Act, 2013
(“the Act”) in the manner so required and give a (a) obtaining an understanding of the
true and fair view in conformity with the accounting Company’s internal procedures to identify
principles generally accepted in India, of the state the stage at which the risk and reward in
of affairs of the Company as at 31st March, 2019, the goods are transferred to the Company’s
the profit and total comprehensive income, changes customers and significant control over the
in equity and its cash flows for the year ended on goods ceases to remain with the Company;
that date. (b) assessing the extent and quality of controls
Basis for Opinion embedded in those procedures, and
(c) testing a representative sample of
We conducted our audit in accordance with the
transactions to ensure that revenue has not
Standards on Auditing (SAs) specified under section
been recognised until the the risk and reward
143(10) of the Act. Our responsibilities under those
in the goods and significant control over
Standards are further described in the Auditor’s them has passed from the Company to its
Responsibilities for the Audit of the Consolidated customers.
Financial Statements section of our report. We are
independent of the Company in accordance with the Information Other than the Consolidated
Code of Ethics issued by the Institute of Chartered Financial Statements and Auditor’s Report
Accountants of India (ICAI) together with the ethical Thereon
requirements that are relevant to our audit of The Company’s Board of Directors is responsible
the consolidated financial statements under the for the preparation of the other information. The
provisions of the Act and the Rules made thereunder, other information comprises the information included
and we have fulfilled our other ethical responsibilities in the Director’s Report and Annexures thereto, but
in accordance with the aforesaid requirements and does not include the consolidated financial statements
the Code of Ethics. We believe that the audit evidence and our auditor’s report thereon.
118 B&A Limited

Our opinion on the consolidated financial statements Financial Statements by the Directors of the Holding
does not cover the aforesaid other information and Company, as aforesaid.
we do not express any form of assurance conclusion
In preparing the consolidated financial statements,
thereon.
the respective Board of Directors of the companies
In connection with our audit of the financial included in the Group are responsible for assessing
statements, our responsibility is to read the other the ability of the Group to continue as a going
information and, in doing so, consider whether the concern, disclosing, as applicable, matters related
other information is materially inconsistent with the to going concern and using the going concern basis
consolidated financial statements or our knowledge of accounting.
obtained during the course of our audit or otherwise The respective Board of Directors of the companies
appears to be materially misstated. If in doing so, included in the Group are responsible for overseeing
we conclude that there is a material misstatement the financial reporting process of the Group.
of this other information, we are required to report
that fact. Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements
We have nothing to report in this regard.
Our objectives are to obtain reasonable assurance
Responsibilities of the Management and Those about whether the consolidated financial statements
Charged with Governance for the Consolidated as a whole are free from material misstatement,
Financial Statements whether due to fraud or error, and to issue an auditor’s
The Holding Company’s Board of Directors is report that includes our opinion. Reasonable
responsible for the preparation of these Consolidated assurance is a high level of assurance, but is not a
Ind AS Financial Statements on the basis of separate guarantee that an audit conducted in accordance
financial statements in terms of requirements of the with SAs will always detect a material misstatement
Companies Act, 2013, that give a true and fair view when it exists. Misstatements can arise from fraud
of the consolidated financial position, consolidated or error and are considered material if, individually
financial performance, consolidated cash flows and or in the aggregate, they could reasonably be
consolidated changes in equity of the Group in expected to influence the economic decisions of
accordance with accounting principles generally users taken on the basis of these consolidated
accepted in India, including the Indian Accounting financial statements.
Standards specified in the Companies (Indian As part of an audit in accordance with SAs, we
Accounting Standards) Rules, 2015 (as amended) exercise professional judgment and maintain
under section 133 of the Companies Act, 2013. The professional skepticism throughout the audit. We
Holding Company’s Board of Directors is also also:
responsible for ensuring accuracy of records including
financial information considered necessary for the
l Identify and assess the risks of material
preparation of Consolidated Ind AS Financial misstatement of the consolidated financial
Statements. The respective Board of Directors of statements, whether due to fraud or error, design
the Companies included in the Group are responsible and perform audit procedures responsive to
for maintenance of adequate accounting records in those risks, and obtain audit evidence that is
accordance with the provisions of the Companies sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
Act, 2013 for safeguarding the Assets of the Group
misstatement resulting from fraud is higher
and for preventing and detecting frauds and other
than for one resulting from error, as fraud may
irregularities; the selection and application of
involve collusion, forgery, intentional omissions,
appropriate accounting policies; making judgements
misrepresentations, or the override of internal
and estimates that are reasonable and prudent;
control.
and design, implementation and maintenance of
adequate internal financial controls, that were l Obtain an understanding of internal financial
operating effectively for ensuring the accuracy and control relevant to the audit in order to design
completeness of the accounting records, relevant audit procedures that are appropriate in the
to the preparation of the Consolidated Ind AS circumstances. Under section 143(3)(i) of the

B&A Limited
Act, we are also responsible for expressing our We also provide those charged with governance
opinion on whether the Company has adequate with a statement that we have complied with relevant
internal financial controls system in place and ethical requirements regarding independence, and
the operating effectiveness of such controls. to communicate with them all relationships and other
matters that may reasonably be thought to bear on
l Evaluate the appropriateness of accounting our independence, and where applicable, related
policies used and the reasonableness of safeguards.
accounting estimates and related disclosures
made by management. From the matters communicated with those charged
with governance, we determine those matters that
l Conclude on the appropriateness of were of most significance in the audit of the
management’s use of the going concern basis consolidated financial statements of the current
of accounting and, based on the audit evidence period and are therefore the key audit matters. We
obtained, whether a material uncertainty exists describe these matters in our auditor’s report unless
related to events or conditions that may cast law or regulation precludes public disclosure about
significant doubt on the Company’s ability to the matter or when, in extremely rare circumstances,
continue as a going concern. If we conclude we determine that a matter should not be
that a material uncertainty exists, we are required communicated in our report because the adverse
to draw attention in our auditor’s report to the consequences of doing so would reasonably be
related disclosures in the consolidated expected to outweigh the public interest benefits of
financial statements or, if such disclosures such communication.
are inadequate, to modify our opinion. Our
Report on Other Legal and Regulatory
conclusions are based on the audit evidence
Requirements
obtained up to the date of our auditor’s report.
However, future events or conditions may cause As required by Section 143(3) of the Act, we report,
the Company to cease to continue as a going to the extent applicable, that:
concern. (a) We have sought and obtained all the information
l Evaluate the overall presentation, structure and and explanations which to the best of our
content of the consolidated financial statements, knowledge and belief were necessary for the
including the disclosures, and whether the purposes of our audit of the aforesaid
consolidated financial statements represent the Consolidated Ind AS Financial Statements.
underlying transactions and events in a manner (b) In our opinion, proper books of account as
that achieves fair presentation. required by law relating to preparation of
l Obtain sufficient appropriate audit evidence the aforesaid Consolidated Ind AS Financial
regarding the financial information of the entities Statements prepared by Holding Company
or business activities within the Group to express and its Subsidiary have been maintained.
an opinion on the consolidated financial (c) The Consolidated Balance Sheet, the
statements. We are responsible for the direction, Consolidated Statement of Profit and Loss
supervision and performance of the audit of the (including Other comprehensive income), the
financial statements of such entities included in Consolidated Cash Flow Statement and
the consolidated financial statements of which Consolidated Statement of Changes in Equity
we are the independent auditors. dealt with by this Report are in agreement with
the relevant books of account maintained by
We communicate with those charged with
Holding Company and Subsidiary Company for
governance of the Group included in the
the purpose of preparation of the Consolidated
consolidated financial statements of which we
Ind AS Financial Statements.
are the independent auditors regarding, among
other matters, the planned scope and timing of (d) In our opinion, the aforesaid Consolidated
the audit and significant audit findings, including Ind AS Financial Statements comply with
any significant deficiencies in internal control the Accounting Standards specified under
that we identify during our audit. Section 133 of the Act, read with Rule 7 of the
120 B&A Limited

Companies (Accounts) Rules, 2014 (as information and according to the explanations
amended). given to us:
(e) On the basis of the written representations (i) the Group has disclosed liabilities of
received from the directors of the Holding a contingent nature and claims not
Company as on 31st March, 2019 taken on acknowledged by it (refer Note 42.5) in
record by the Board of Directors of the Holding Consolidated Ind AS Financial Statement,
Company and the audit report of its Subsidiary the quantum of which, however, are in
Company, incorporated in India, none of the our opinion, not such as would impact
directors of the Group companies incorporated the financial position of the Company.
in India is disqualified as on 31st March, 2019 (ii) the Company did not have any long-term
from being appointed as a director in terms of contracts, including derivative contracts, for
Section 164(2) of the Act. which there were any material foreseeable
(f) With respect to the adequacy of the internal losses, and
financial control over financial reporting of the (iii) there has been no delay in transferring
Holding Company and its Subsidiary Company amounts, required to be transferred, to the
incorporated in India and operating effectiveness Investor Education and Protection Fund by
of such controls, refer to our separate report in the Holding Company during the year
“Annexure A”. ended 31st March, 2019. Based on the
audit report of the Subsidiary, there were
(g) With respect to the other matters to be included no amounts which were required to be
in the Auditors’ Report in accordance with Rule transferred to the Investor Education and
11 of the Companies (Audit and Auditors) Rules, Protection Fund by it during the year ended
2014, in our opinion and to the best of our 31st March, 2019.

Prasun Kr. Basu

B&A Limited
Annexure “A” To Independent Auditor’s Report dated

27th May, 2019
[Referred to in the Independent Auditors’ Report of even date to the members of B & A Limited on
the consolidated Ind AS financial statements as on and for the year ended 31st March, 2019 ]
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
In conjunction with our audit of the Consolidated Ind 143(10) of the Companies Act, 2013, to the extent
AS Financial Statements of the Company as on and applicable to an audit of internal financial controls,
for the year ended 31st March, 2019, we have both issued by the Institute of Chartered Accountants
audited the internal financial controls over financial of India. Those Standards and the Guidance Note
reporting of B & A Limited (hereinafter referred to require that we comply with ethical requirements
as “the Holding Company”) and its subsidiary and plan and perform the audit to obtain reasonable
company which is a company incorporated in India, assurance about whether adequate internal financial
as of that date. controls over financial reporting was established and
maintained and if such controls operated effectively
Management’s Responsibility for Internal in all material respects. Our audit involves performing
Financial Controls procedures to obtain audit evidence about
The respective Board of Directors of the Holding the adequacy of the internal financial controls
company and its Subsidiary company, which is a system over financial reporting and their operating
company incorporated in India, are responsible for effectiveness. Our audit of internal financial controls
establishing and maintaining internal financial controls over financial reporting included obtaining an
based on the internal control over financial reporting understanding of internal financial controls over
criteria established by the Company considering the financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the
essential components of internal control stated in
design and operating effectiveness of internal control
the Guidance Note on Audit of Internal Financial
based on the assessed risk. The procedures selected
Controls Over Financial Reporting issued by the
depend on the auditors’ judgement, including the
Institute of Chartered Accountants of India (ICAI).
assessment of the risks of material misstatement
These responsibilities include the design,
of the Consolidated Ind AS Financial Statements,
implementation and maintenance of adequate internal whether due to fraud or error. We believe that the
financial controls that were operating effectively for audit evidence we have obtained and the audit
ensuring the orderly and efficient conduct of its evidence obtained by the other auditors in terms of
business, including adherence to the respective their reports referred to in the Other Matters
company’s policies, the safeguarding of its assets, paragraph below, is sufficient and appropriate
the prevention and detection of frauds and errors, to provide a basis for our audit opinion on the
the accuracy and completeness of the accounting Company’s and its Subsidiary company, incorporated
records, and the timely preparation of reliable in India, internal financial controls system over
financial information, as required under the financial reporting.
Companies Act, 2013.
Meaning of Internal Financial Controls Over
Auditors’ Responsibility Financial Reporting
Our responsibility is to express an opinion on the A company's internal financial control over financial
Company's internal financial controls over financial reporting is a process designed to provide reasonable
reporting based on our audit. We conducted our assurance regarding the reliability of financial
audit in accordance with the Guidance Note on Audit reporting and the preparation of Consolidated Ind
of Internal Financial Controls Over Financial AS Financial Statements for external purposes in
Reporting (the “Guidance Note”) and the Standards accordance with generally accepted accounting
on Auditing deemed to be prescribed under section principles. A company's internal financial control
122 B&A Limited

over financial reporting includes those policies and of compliance with the policies or procedures may
procedures that (1) pertain to the maintenance of deteriorate.
records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the Opinion
assets of the company; (2) provide reasonable In our opinion, the Holding Company, its subsidiary
assurance that transactions are recorded as companies, its associate companies and jointly
necessary to permit preparation of Consolidated Ind controlled companies, which are companies
AS Financial Statements in accordance with generally incorporated in India, have, in all material respects,
accepted accounting principles, and that receipts an adequate internal financial controls system over
and expenditures of the company are being made financial reporting and such internal financial controls
only in accordance with authorisations ofmanagement
over financial reporting were operating effectively
and directors of the company; and (3) provide
reasonable assurance regarding prevention or as at March 31, 2019, based on the internal control
timely detection of unauthorised acquisition, use, or over financial reporting criteria established by the
disposition of the company’s assets that could have Company considering the essential components
a material effect on the Consolidated Ind AS Financial of internal control stated in the Guidance Note on
Statements. Audit of Internal Financial Controls Over Financial
Reporting issued by the Institute of Chartered
Inherent Limitations of Internal Financial Controls
Over Financial Reporting Accountants of India.
Because of the inherent limitations of internal financial Other Matters

controls over financial reporting, including the Our aforesaid reports under Section 143(3)(i) of the
possibility of collusion or improper management
Act on the adequacy and operating effectiveness of
override of controls, material misstatements due to
the internal financial controls over financial reporting
error or fraud may occur and not be detected. Also,
projections of any evaluation of the internal financial in so far as it relates to the one subsidiary company,
controls over financial reporting to future periods are which is a company incorporated in India, is based
subject to the risk that the internal financial control on the corresponding reports of the auditors of such
over financial reporting may become inadequate companies incorporated in India. Our opinion is not
because of changes in conditions, or that the degree qualified in respect of this matter.

Prasun Kr. Basu

B&A Limited
CONSOLIDATED BALANCE SHEET

as at 31st March, 2019
Note 31st March 2019 31st March 2018
No Rs. Lakhs Rs. Lakhs
ASSETS
Non-Current Assets
Property, Plant & Equipment 3 8,104.00 7,688.31
Capital Work-in-Progress 860.26 1,074.42
Goodwill on Consolidation 4 66.38 66.38
Intangible Assets (Other than Goodwill) 5 34.97 47.46
Intangibles under Development 11.04 13.28
Financial Assets :-
(i) Investments 6 5.92 4.96
(iii) Other Financial Assets 7 13.69 167.96
Other Non-Current Assets 8 1,508.32 1,575.82
10,604.58 10,638.59
Current Assets
Inventories 9 3,412.64 2,649.70
Biological Assets (Other than Bearer Plants) 10 32.98 19.71
Financial Assets :-
(i) Trade Receivables 11 1,559.57 1,467.70
(ii) Cash and Cash Equivalents 12 378.84 125.68
(iii) Bank Balances other than (ii) above 13 309.55 188.74
(iv) Loans 14 174.84 138.03
(v) Other Financial Assets 15 27.44 17.96
Other Current Assets 16 1,197.17 1,080.93
7,093.03 5,688.45
TOTAL ASSETS 17,697.61 16,327.04
EQUITY AND LIABILITIES
Equity
Equity Share Capital 17 310.00 310.00
Other Equity 18 6,966.69 6,652.57
Equity Attributable to Owners of the Parent 7,276.69 6,962.57
Non-Controlling Interest 816.30 688.52
Total Equity 8,092.99 7,651.09
Liabilities
Non-Current Liabilities
Borrowings 19 44.20 240.90
Provisions 20 1,176.60 1,012.65
Deferred Tax Liabilities (Net) 21 308.12 327.44
Other Non-Current Liabilities 22 40.96 41.52
1,569.88 1,622.51
Current Liabilities
(i) Borrowings 23 4,299.67 3,689.58
(ii) Trade Payables 24 2,023.81 1,892.25
(iii) Other Financial Liabilities 25 750.79 635.99
Other Current Liabilities 26 675.49 449.90
Provisions 27 96.79 118.39
Current Tax Liabilities (Net) 28 188.19 267.33
8,034.74 7,053.44
Total Liabilities 9,604.62 8,675.95
TOTAL EQUITY AND LIABILITIES 17,697.61 16,327.04
The accompanying notes 1 to 42 are an integral part of the Consolidated Financial Statements.
This is the Consolidated Balance Sheet referred to in our report of even date.
Partner DIN : 00172364 DIN : 0655014
Place : Kolkata Tapas Chatterjee Debdip Chowdhury
124 B&A Limited

CONSOLIDATED STATEMENT OF PROFIT AND LOSS

Note
No
Rs. Lakhs Rs. Lakhs
I. Revenue from Operations 29 19,103.75 19,089.50

II. Other Income 30 90.75 73.15
III. Total Income [I + II] 19,194.50 19,162.65
IV. Expenses
Cost of Materials Consumed 31 7,486.73 6,817.78
Change in Inventories of Finished Goods
and Work-in-Progress 32 (218.67) 178.45
Excise Duty -- 174.43
Employee Benefit Expenses 33 6,047.37 5,467.21
Finance Costs 34 560.92 505.63
Depreciation and Amortization Expenses 35 483.72 388.54
Other Expenses 36 3,966.25 4,110.48
Total Expenses [IV] 18,326.32 17,642.52
V. Profit / (Loss) before tax [III - IV] 868.18 1,520.13
VI. Tax Expenses: 37
Current Tax (218.00) (442.00)
Deferred Tax (11.04) (10.96)
Total Tax Expense [VI] (229.04) (452.96)
VII. Profit / (Loss) for the year [V - VI] 639.14 1,067.17
Add / (Less) :- Stock Reserve (0.91) (2.45)
Total Profit / (Loss) for the year [VII] 638.23 1,064.72
VIII. Other Comprehensive Income 38
(i) Items that will not be reclassified to profit or loss (106.09) (38.42)
(ii) Income tax relating to items that will not be
reclassified to profit or loss 30.35 12.39
Total Other Comprehensive Income for the year, net of taxes [VIII] (75.74) (26.03)
IX. Total Comprehensive Income for the year [VII + VIII] 562.49 1,038.69
Attributable to :-
Owners of the Parent 426.24 904.22
Out of Total Comprehensive Income as above,
Profit / (Loss) for the year attributable to :-
Owners of the Parent 502.20 928.68
Other Comprehensive Income for the year attributable to :-
Owners of the Parent (75.96) (24.46)
Non-Controlling Interest 0.22 (1.57)
X. Earnings per equity share (Basic & Diluted) (in Rs.) 39 16.20 29.96
This is the Consolidated Statment of Profit and Loss referred to in our report of even date.

Partner DIN : 00172364 DIN : 0655014
Place : Kolkata Tapas Chatterjee Debdip Chowdhury

B&A Limited
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

A. Equity Share Capital (Rs. Lakhs)
Balance at the Changes in Equity Balance at the

beginning of the Share Capital end of the
reporting period during the period reporting period

Items of
Other Attribu-
Reserves & Surplus Compreh- Attribu- table to
ensive table to
Income Non-
Owners Total
Controll-
Capital Securities General Retained FVTOCI of the ing
Reserve Premium Reserve Earnings Reserve Parent Interest
Balance as at 1st April, 2017 126.26 1,001.50 300.74 4430.88 0.90 5,860.28 562.51 6,422.79

31st March, 2018 -- -- -- 928.68 -- 928.68 136.04 1,064.72
Other Comprehensive Income

for the year ended 31st March,
2018 (Refer Note 38) -- -- -- (25.25) 0.79 (24.46) (1.57) (26.03)
Total Comprehensive Income for

the year ended 31st March, 2018 -- -- -- 903.43 0.79 904.22 134.47 1,038.69
Dividends paid during the

(Refer Note 40) -- -- -- (93.00) -- (93.00) (7.03) (100.03)

(Refer Note 40) -- -- -- (18.93) -- (18.93) (1.43) (20.36)
Balance as at 31st March, 2018 126.26 1,001.50 300.74 5,222.38 1.69 6,652.57 688.52 7,341.09

31st March, 2019 -- -- -- 502.20 -- 502.20 136.03 638.23
Other Comprehensive Income

for the year ended 31st March,
2019 (Refer Note 38) -- -- -- (76.92) 0.96 (75.96) 0.22 (75.74)
Total Comprehensive Income

for the year ended 31st
March, 2019 -- -- -- 425.28 0.96 426.24 136.25 562.49
(Contd.)
126 B&A Limited

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Contd.)


Items of
Other Attribu-
Reserves & Surplus Compreh- Attribu- table to
ensive table to
Income Non-
Owners Total
Controll-
Capital Securities General Retained FVTOCI of the ing
Reserve Premium Reserve Earnings Reserve Parent Interest

(Refer Note 40) -- -- -- (93.00) -- (93.00) (7.03) (100.03)

(Refer Note 40) -- -- -- (19.11) -- (19.11) (1.45) (20.56)
Balance as at 31st March, 2019 126.26 1,001.50 300.74 5,535.54 2.65 6,966.69 816.30 7,782.99
Nature & Purpose of Reserves

Capital Reserve : Represents the excess of net assets taken during amalgamation over the cost of consideration paid
and profit on forfieted shares of subsidiary.
Securities Premium : Represents the premium on issue of shares and can be utilised in accordance with the provisions
of Companies Act, 2013.
General Reserve : Created by way of appropriation from one component of equity (generally retained earnings) to
another, not being an item of Other Comprehensive Income. The same can be utilised by the Company in accordance
with the provisions of the Companies Act, 2013.
Retained Earnings : Represents the cumulative profits of the Company and effects of remeasurement of defined benefit
obligations. This Reserve can be utilised by the Company in accordance with the provisions of the Companies Act, 2013.
FVTOCI Reserve : Fair Value Through Other Comprehensive Income (FVTOCI) Reserve represents the cumulative gains
/ losses arising on the revaluation of Equity Instruments measured at fair value through Other Comprehensive Income,
net of amounts reclassified, if any, to Retained Earnings when those instruments are disposed off.
This is the Consolidated Statement of Changes in Equity referred to in our report of even date.

DIN : 00172364 DIN : 0655014
Partner

B&A Limited
CONSOLIDATED CASH FLOW STATEMENT

Rs. Lakhs Rs. Lakhs
A. Cash Flow from Operating Activities

Profit before Tax (including adjustment for Stock Reserve) 867.27 1,517.68
Adjustments for :-
Derecognition of Bearer Plants 2.41 -
Depreciation and Amortization Expenses 483.72 388.54
Finance Cost (considered in Financing Activities) 560.92 505.63
(Profit) / Loss on Sale of Property, Plant & Equipment 1.42 22.95
Interest Income (considered in Investing Activities) (21.26) (36.37)
Dividend Income (considered in Investing Activities) -- (0.03)
Liabilities no longer required written back (5.13) (2.38)
1,782.30 2,356.81
Changes in Operating Assets & Liabilities :-
(Increase) / Decrease in Inventories (762.94) (372.38)
(Increase) / Decrease in Fair Value less cost to sell of
Unplucked Tea Leaves on Bush (13.27) (3.57)
(Increase) / Decrease in Trade Receivables (91.87) (315.14)
(Increase) / Decrease in Current Loans (36.81) (12.82)
(Increase) / Decrease in Current Other Financial Assets (9.48) (3.62)
(Increase) / Decrease in Other Non-Current Assets 67.50 (103.92)
(Increase) / Decrease in Other Current Assets (116.24) (63.02)
Increase / (Decrease) in Non-Current Provisions 163.95 38.11
Increase / (Decrease) in Other Non-Current Liabilities (0.56) (0.56)
Increase / (Decrease) in Trade Payables 136.69 376.01
Increase / (Decrease) in Current Other Financial Liabilities 114.80 33.21
Increase / (Decrease) in Other Current Liabilities 225.59 22.41
Increase / (Decrease) in Current Provisions (21.60) 12.56
1,438.06 1,964.08
Less : Income Taxes Paid (Net of Refund, if any) (297.15) (301.52)
Cash Generated from / (utilised in) Operating Activities (A) 1,140.91 1,662.56
128 B&A Limited

CONSOLIDATED CASH FLOW STATEMENT (Contd.)

Rs. Lakhs Rs. Lakhs
B. Cash Flow from Investing Activities

Purchase of Property, Plant & Equipment and Intangible Assets
(including changes in CWIP and Intangibles under development) (677.33) (761.13)
Proceeds from Sale of Property, Plant & Equipment 2.98 --
Dividend Income -- 0.03
Redemption / (Investment) of / (in) Non-Current Bank Deposits 154.27 (106.14)
Redemption / (Investment) of / (in) Current Bank Deposits (156.23) 93.67
Cash Generated from / (utilised in) Investing Activities (B) (655.05) (737.20)
C. Cash Flow from Financing Activities
Increase / (Decrease) in Non-Current Borrowings (196.70) (244.17)
Finance Cost (560.92) (505.63)
Dividend Paid (including dividend to Non-Controlling Interest) (100.03) (100.03)
Dividend Distribution Tax paid
(including dividend to Non-Controlling Interest) (20.56) (20.36)
Amounts paid out of/(deposited in) Unpaid Dividend Bank Accounts (7.31) (3.38)
Amounts paid out of/(deposited in) Marginal Deposit Accounts 42.73 (50.48)
Cash Generated from / (utilised in) Financing Activities (C) (842.79) (924.05)
Net Increase in Cash & Cash Equivalents [ (A) + (B) + (C) ] (356.93) 1.31
Add: Cash and Cash Equivalents at the beginning of the year
(Refer Note Below) (3,563.90) (3,565.21)
Cash and Cash Equivalents at the end of the year
(Refer Note Below) (3,920.83) (3,563.90)
Note:-
Cash and Cash Equivalent as per Balance Sheet at the beginning of the year 125.68 321.57
Less :- Current Borrowings as per Balance Sheet at the beginning of the year (3,689.58) (3,886.78)
Cash and Cash Equivalents at the beginning of the year as per
Cash Flow Statement (3,563.90) (3,565.21)
Cash and Cash Equivalent as per Balance Sheet at the end of the year 378.84 125.68
Less :- Current Borrowings as per Balance Sheet at the end of the year (4,299.67) (3,689.58)
Cash and Cash Equivalents at the end of the year as per
Cash Flow Statement (3,920.83) (3,563.90)
This is the Consolidated Cash Flow Statement referred to in our report of even date.

Partner DIN : 00172364 DIN : 00655014

B&A Limited
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Background and accumulated impairment loss, if any.
Historical cost includes deemed cost which
B & A Limited is a Company limited by shares,
represents the carrying value of property, plant
incorporated and domiciled in India. It has only
and equipment recognised as at 1st April, 2016
one Indian Subsidiary viz. B & A Packaging India
and also expenditure that are directly
Limited. The Group (the Company and its subsidiary
attributable to the acquisition of the items,
together referred to as the Group) is engaged in
cultivation, manufacture and sale of tea as well as including borrowing costs in case of qualifying
in manufacturing and sale of packaging materials. assets. Subsequent costs are included in the
asset’s carrying amount or recognised as a
Note 1 – Significant Accounting Policies separate asset, as appropriate, only when it
1.1. Statement of Compliance is probable that future economic benefits
associated with the item will flow to the Group
These consolidated financial statements
and the cost of the item can be measured
comply, in all material aspects, with Indian
Accounting Standards (Ind ASs) notified under reliably. All other expenses for repairs and
Section 133 of the Companies Act, 2013 (the maintenance are charged to the Consolidated
“Act”). The consolidated financial statements Statement of Profit and Loss during the period
have been prepared in accordance with the in which they are incurred.
relevant presentational requirements of the Gains or losses arising on retirement or
Act. disposal of property, plant & equipment are
1.2. Basis of Preparation recognised in the Consolidated Statement of
Profit & Loss.
These consolidated financial statements have
been prepared on accrual and going concern Property, plant & equipment which are not
basis, in accordance with the generally ready for their intended use as on the date of
accepted accounting principles in India under Consolidated Balance Sheet are disclosed as
the historical cost convention, except for the “Capital Work-in-Progress”.
following:-
Depreciation is provided under straight line
a. certain financial assets and liabilities method based on estimated useful life
which have been measured at fair value; prescribed under Schedule II to the Companies
b. biological assets, including unplucked Act, 2013 with the following exceptions in case
green leaves which have been measured of the parent company:-
at fair value less cost to sell, if any;
a. buildings are depreciated over a range of
c. defined employee benefit plans which 3 to 65 years;
have been measured at fair value.
b. plant & machineries are depreciated over
All assets and liabilities have been classified
a range of 15 to 35 years;
as current and non-current as per the Group’s
normal operating cycle and other criteria as based on the technical evaluation of useful
set out in Division II of Schedule III to the life.
Companies Act, 2013. For the purpose of this
Depreciation on bearer plants is provided under
classification, the Group has ascertained that
the time between acquisition of assets for straight line method based on an estimated
processing and their realisation in cash and life of 80 years. Such life is estimated by the
cash equivalents does not exceed 12 months. management based on previous experience.
Bearer plants are depreciated from the date
1.3. Property, Plant & Equipment they are ready for commercial harvest, pending
Property, plant & equipment is stated at which they are accounted for under Capital
historical cost net of accumulated depreciation Work-in-Progress.
130 B&A Limited

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Contd.)

Freehold land is not depreciated. Leasehold 1.7. Deferred Expenditure
land is also not depreciated as the lease is
It includes costs incurred on nursery plants
renewed upon expiry of the lease period. that are to be used in future other than for new
An asset’s carrying amount is written down planting and replanting.
immediately to its recoverable amount if the 1.8. Cash and Cash Equivalents
asset’s carrying amount is greater than its
estimated recoverable amount. For the purpose of presentation in the
Statement of Cash Flows, cash and cash
The residual values and useful lives of property, equivalents include cash on hand; balance
plant & equipment are reviewed at each with banks in current accounts; any remittance
financial year end and adjusted prospectively, in transit and bank overdrafts. Bank overdrafts
if appropriate. are shown within borrowings under current
liabilities in the Consolidated Balance Sheet.
1.4. Intangible Assets
1.9. Financial Assets
Intangible assets comprises of goodwill
on consolidation and computer software. Initial Recognition and Measurement
Costs associated with maintaining software
Financial assets are recognised when the
programmes are recognised as an expense in Group becomes a party to the contractual
the period in which they are incurred. Cost of provisions of a financial instrument. On initial
purchased software is recorded as intangible recognition, a financial asset is recognised at
assets and is amortised from the point at which fair value along with related transaction costs
they are put to use. The amortisation is made where such financial assets are not measured
on a straight line basis over an estimated useful at Fair Value Through Profit or Loss (FVTPL).
life of 5 years. However, where a financial asset is measured
1.5. Inventories at FVTPL on initial recognition, related
transaction costs are recognised in the
Inventories of Store & Spares, Raw Materials Consolidated Statement of Profit and Loss.
and Finished Goods are stated at cost or net
Subsequent Measurement
realisable value whichever is lower. Cost of
Finished Goods comprises of cost of direct For subsequent measurement the Group
material, direct labour and appropriate portion classifies its financial assets into the following
of variable and fixed overhead expenditure. categories, based on facts and circumstances:-
Cost of inventories also includes other costs
a. Amortised Cost
incurred in bringing the same to their present
location. Cost of items of Stores & Spares is b. Fair Value Through Other Comprehensive
determined under weighted average method. Income (FVTOCI)
Net realisable value is the estimated selling c. Fair Value Through Profit or Loss (FVTPL)
price in the ordinary course of business as
reduced by estimated cost to sell. Inventory of Reclassification
Work-in-Progress is valued at cost or Financial assets are not reclassified subsequent
realisable value whichever is lower. to their recognition unless the Group changes
1.6. Biological Assets (Other than Bearer Plants) its business model for managing financial
assets in the reporting period.
Standing leaves on tea bushes at the end of
the reporting period, which are expected to be Impairment
plucked within the next plucking round, are The Group measures the expected credit loss
measured at fair value less cost to sell. associated with its financial assets based on

B&A Limited

historical trend, industry practices and the Debt Instruments
business environment in which the Group
Debt instruments are initially measured at
operates or any other appropriate basis. The
impairment methodology applied depends on amortised cost, fair value through other
whether there has been a significant increase comprehensive income (FVTOCI) or fair value
in credit risk. Loss on impairment is recognised through profit or loss (FVTPL) till de-recognition
in the year in which the impairment becomes on the basis of (i) the group’s business model
certain beyond reasonable doubt. for managing the financial assets and (ii) the
contractual cash flow characteristics of the
De-recognition financial asset.
Financial assets are derecognised when the (a) Measured at Amortised Cost – Financial
contractual rights to the cash flows from the assets that are held within a business
financial assets expire, or the Group transfers model whose objective is to hold financial
the contractual rights to receive the cash flows assets in order to collect contractual cash
from the asset, or the Group has not retained flows that are solely payment of principal
control over the financial asset. Therefore, if and interest, are subsequently measured
the asset is one which is measured at:- at amortised cost using the effective
a. amortised cost, the gain or loss is interest rate method less impairment, if
recognised in the Consolidated Statement any. The amortisation of effective interest
of Profit and Loss; rate and loss arising from impairment, if
any are recognised in the Consolidated
b. fair value through other comprehensive Statement of Profit and Loss.
income, the cumulative fair value
adjustments previously taken to reserves (b) Measured at Fair Value Through Other
are classified to the Consolidated Comprehensive Income (FVTOCI) –
Statement of Profit and Loss unless the Financial assets that are held within a
asset represents an equity investment in business model whose objective is
which case the cumulative fair value achieved by both, selling financial assets
adjustments previously taken to reserves and collecting contractual cash flows that
is reclassified within equity. are solely payment of principal and
interest, are subsequently measured at
Income Recognition FVTOCI. Fair value movements are
Interest income is recognised in the recognised in the Other Comprehensive
Consolidated Statement of Profit and Loss Income (OCI).
using the effective interest rate method. (c) Measured at Fair Value Through Profit or
Dividend income is recognised in the Loss (FVTPL) – A financial asset not
Consolidated Statement of Profit and Loss classified as either amortised cost or
when the right to receive dividend is FVTOCI is classified as FVTPL. Such
established. financial assets are measured at fair value
Trade Receivables and Loans with all changes in fair value, including
interest income and dividend income, if
Trade receivables and loans are initially
any, recognised as ‘other income’ in the
recognised at fair value. Subsequently, these
Consolidated Statement of Profit or Loss.
assets are held at amortised cost, using the
effective interest rate method net of any Equity Instruments
expected credit losses. The effective interest
The Group measures all its investments in
rate is the rate that discounts estimated future
equity instruments, except for those in
cash income through the expected life of a
subsidiaries, at FVTOCI. Fair value gains and
financial instrument.
132 B&A Limited


losses are recognised in Other Comprehensive the impairment losses recognised no longer
Income. Such fair value gains or losses will exists or have decreased. Such reversals are
not be reclassified to Profit or Loss. recognised as an increase in the carrying
1.10. Financial Liabilities amount of the assets to the extent it does not
exceed the carrying amount that would have
Borrowings, trade payables and other been determined (net of depreciation or
financial liabilities are initially recognised at amortization) had no impairment loss been
the value of the respective contractual recognised in previous years.
obligations. They are subsequently measured
at amortised cost. Any discount or premium 1.13. Government Grants
on redemption/settlement is recognised in the Government grants are recognised at their fair
Consolidated Statement of Profit and Loss as value where there is reasonable assurance
finance cost over the life of the financial that the grant will be received, and the Group
liability using effective interest method and will comply with the conditions attached.
adjusted to the liability figure disclosed in the
Government grants relating to income are
Consolidated Balance Sheet. Financial liabilities
deferred and recognised in the profit or loss
are derecognised when the liability is
over the period necessary to match them with
extinguished i.e. when the contractual obligation the cost that they are intended to compensate
is discharged, cancelled and on expiry. and presented within other non-operating
1.11. Offsetting Financial Instruments income.
Financial assets and liabilities are offset and Government grants relating to the acquisition
the net amount is included in the Consolidated or construction of property, plant & equipment
are included in the Consolidated Balance Sheet
Balance Sheet where there is a legally
as deferred income and recognised as
enforceable right to offset the recognised
income in the Consolidated Statement of
amounts and there is an intention to settle on Profit and Loss over the useful life of the related
a net basis or realise the asset and settle the item of property, plant & equipment and
liability simultaneously. presented within other non-operating income.
1.12. Impairment of Non-financial Assets 1.14. Provisions, Contingent Liabilities and
Assets are tested for impairment whenever Contingent Assets
events or changes in circumstances indicate Provisions are recognised when the Group
that the carrying amount may not be has a present obligation (legal or constructive)
recoverable. Impairment loss, if any, is provided as a result of a past event, it is probable that
to the extent, the carrying amount of the asset an outflow of resources embodying economic
or cash generating unit exceed their benefits will be required to settle the obligation
recoverable amount. and a reliable estimate can be made of the
amount of the obligation. Provisions are
Recoverable amount is the higher of an asset’s measured at the best estimate of the
net selling price and the present value of expenditure required to settle the present
estimated future cash flows expected to arise obligation at the Consolidated Balance Sheet
from the continuing use of an asset or cash date.
generating unit and from its disposal at the
If the effect of time value of money is material,
end of its useful life.
provisions are discounted to reflect its present
Impairment losses recognised in prior years value using a current pre-tax rate that reflects
are reversed when there is an indication that the current market assessments of time value

B&A Limited

of money and the risks specific to the obligation. liabilities, using tax rates enacted, or
When discounting is used, the increase in the substantively enacted, by the end of the
provision due to passage of time is recognised reporting period. Deferred tax assets are
as finance cost. recognised only to the extent that it is probable
that future taxable profits will be available
Contingent liabilities are disclosed when there
against which the asset can be utilised.
is a possible obligation arising from past events,
Deferred tax assets are reviewed at the end
the existence of which will be confirmed only
of each reporting period and reduced to the
by the occurrence or non-occurrence of one
extent that it is no longer probable that
or more uncertain future events not wholly
the related tax benefit will be realised.
within the control of the Group or when a
present obligation arises from past events Current tax assets and current tax liabilities
where it is either not probable that an outflow are offset when there is a legally enforceable
of resources embodying economic benefits right to set off the recognised amounts and
will be required to settle the obligation or a there is an intention to settle the assets and
reliable estimate of the amount cannot liabilities on a net basis. Deferred tax assets
be made. and liabilities are set off when there is a legally
enforceable right to set off current tax assets
Contingent assets are not recognised but against current tax liabilities; and deferred tax
disclosed when an inflow of economic benefits assets and the deferred tax liabilities relate to
is probable. taxes levied by the same taxation authority.
1.15. Claims not acknowledged as Debts 1.18. Employee Benefits
Claims against the Group not acknowledged Short Term Employee Benefits
as debts are disclosed after a careful evaluation
of the facts and legal aspects of the matter These are recognised at the undiscounted
involved. amount as expense for the year in which the
related service is rendered.
1.16. Dividends
Post-Employment Benefit Plans
Interim dividend is recognised in the period in
which it is approved by the Board of Directors The Group makes defined contributions to a
and final dividend in the period in which it is provident fund scheme, which is recognised
approved by the Shareholders. as expense.
1.17. Income Taxes The cost of providing benefits under the Group’s
defined benefit gratuity plan is calculated by
Income tax expense for the year comprises of independent actuary using the projected unit
current tax and deferred tax. Current tax is the credit method. Service costs and interest
expected tax payable on the taxable income expense are reflected in the Consolidated
for the year using the applicable tax rates and Statement of Profit and Loss. Actuarial gains
any adjustment to taxes in respect of previous or losses are recognised in full under Other
years. Deferred tax is recognised in respect Comprehensive Income.
of temporary differences between the carrying
1.19. Revenue Recognition
amount of assets and liabilities for financial
reporting purposes and the corresponding Revenue from sale of goods is recognised
amounts used for taxation purposes. when
A deferred tax liability is recognised based on - all the significant risks and rewards of
the expected manner of realisation or ownership in the goods are transferred to
settlement of the carrying amount of assets or the buyer,
134 B&A Limited


- there is no continuing managerial - the profit / loss attributable to owners of
involvement with the goods, the parent
- the amount of revenue can be measured - by the weighted average number of equity
reliably and shares outstanding during the financial
year.
- it is probable that future economic benefits
will flow to the Group. Diluted earnings per share adjusts the figures
used in determination of basic earnings per
Revenue is measured at the fair value of the share to take into account:-
consideration received or receivable. Amounts
disclosed as revenue are net of goods and - the after-income tax effect of interest and
service tax and sales returns. other financing costs associated with
dilutive potential equity shares, and
Revenue from financial assets has been dealt
with in Note 1.9. - the weighted average number of additional
equity shares that would have been
1.20. Foreign Currencies outstanding assuming the conversion
The financial statements are presented in of all dilutive potential equity shares.
Indian Rupees (Rs.), the functional currency 1.24. Basis of Consolidation
of the Group (i.e. the currency of the primary
The Group combines the financial statements
economic environment in which the group
of the parent and the subsidiary line by line
operates).
adding together like items of assets, liabilities,
Foreign currency transactions are translated equity, income and expenses. Inter-company
into the functional currency using exchange transactions, balances and unrealised gains
rates at the date of the transaction. Foreign on transactions between the Group are
exchange gains and losses from settlement eliminated. Unrealised losses are also
of these transactions and from translation of eliminated unless the transaction provides
monetary assets and liabilities at the reporting evidence of an impairment of the transferred
date exchange rates are recognised in the assets. Accounting policies of the subsidiary
Consolidated Statement of Profit and Loss. have been changed where necessary to ensure
consistency with the policies adopted by the
Foreign currency non-monetary items Group. Non-controlling interest in the results
carried in terms of historical cost are reported and equity of the subsidiary are shown
using the exchange rate at the date of the separately in the Consolidated Statement of
transactions. Profit and Loss, Consolidated Statement of
1.21. Borrowing Costs Changes in Equity and the Consolidated
Balance Sheet respectively.
Interest and other borrowing costs attributable
to qualifying assets are capitalised. Other 1.25. Rounding Off
interest and borrowing costs are charged to All amounts disclosed in the Consolidated
the Consolidated Statement of Profit and Loss. Ind AS Financial Statements and the notes
have been rounded off to the nearest lakhs or
1.22. Research and Development
decimals thereof as per the requirement of
Contribution to Tea Research Association is Division II of Schedule III to the Companies
charged to revenue. Act, 2013, unless otherwise stated.
1.23. Earnings per Share 1.26. Standards issued but not yet effective
Basic earnings per share is computed The Ministry of Corporate Affairs has notified
by dividing:- Ind AS 116, “Lease” vide Companies (Indian

B&A Limited

Accounting Standards) Amendment Rules, to technological developments, competition,
2019 dated 30th March, 2019. The new changes in market conditions and other factors
standard shall be effective from 1st April, 2019. and may result in changes in the estimated
The Group is not expecting any material impact useful life and in the depreciation and
of the new standard on the consolidated amortisation charges.
financial statements.
l Actuarial Valuation for Employee Benefits
Note 2 – Critical Estimates and Judgements (Refer Note No. 42.1.)
The areas involving critical estimates and The determination of Company’s liability
judgements are:- towards defined benefit obligation to employees
on account of gratuity is made through
l Taxation(Refer Note No. 21& 28) independent actuarial valuation including
The Group is also engaged in agricultural determination of amounts to be recognised in
activities and is also subject to tax liability Profit and Loss and Other Comprehensive
Income. Such valuation depends upon
under Minimum Alternate Tax (MAT) provisions
assumptions determined after taking into
of the Income Tax Act, 1961 and Assam
account inflation, seniority, promotion and other
Agricultural Income Tax Act, 1939. Significant relevant factors. Information about such
judgement is involved in determining the tax valuation is provided in notes to the financial
liability for the Group. Further, there are many statements.
transactions and calculations during the
l Provisions and Contingencies (Refer Note
ordinary course of business for which the No. 42.5)
ultimate tax determination is uncertain. Further
Provisions and contingencies are based on
judgement is involved in determining the
Company Management’s best estimate of the
deferred tax position on the balance sheet
liabilities based on the facts known at the
date. balance sheet date.
l Depreciation and amortisation (Refer Note l Fair Value of Biological Assets (Refer Note
No. 35) No. 10)
Depreciation and amortisation is based on The fair value of biological assets is
management estimates of the future useful determined based on recent transactions
lives of the property, plant and equipment and entered into with third parties or available
intangible assets. Estimates may change due market price.
136 B&A Limited

Note 3 : Property, Plant & Equipment (Rs. lakhs)
GROSS CARRYING AMOUNT ACCUMULATED DEPRECIATION NET CARRYING AMOUNT
Description As at 1st Additions Deletions/ As at 31st As at 1st Depreciation Deletions/ As at 31st As at 31st As at 31st
Freehold Land 33.14 --- --- 33.14 --- --- --- --- 33.14 33.14
Leasehold Land 363.45 --- --- 363.45 --- --- --- --- 363.45 363.45
Buildings 4,864.36 225.82 (2.90) 5,087.28 1,205.33 144.65 --- 1,349.98 3,737.30 3,659.03
Plant & Machinery 4,800.81 230.02 (30.04) 5,000.79 2,558.12 180.95 (28.54) 2,710.53 2,290.26 2,242.69
Electrical Installation 702.63 77.92 --- 780.55 502.13 44.78 --- 546.91 233.64 200.50
Vehicles 730.08 --- (7.42) 722.66 580.45 46.94 (7.42) 619.97 102.69 149.63
Office Equipment 54.15 1.69 --- 55.84 42.02 3.81 --- 45.83 10.01 12.13
Computer 130.20 2.44 --- 132.64 116.78 5.45 --- 122.23 10.41 13.42
Furniture & Fittings 317.74 2.24 --- 319.98 236.47 17.01 --- 253.48 66.50 81.27
Corporate Overview
Bearer Plants 1,661.69 352.25 (6.65) 2,007.29 728.64 26.29 (4.24) 750.69 1,256.60 933.05
Total 13,658.25 892.38 (47.01) 14,503.62 5,969.94 469.88 (40.20) 6,399.62 8,104.00 7,688.31
Previous Year 12,015.15 1,707.18 (64.08) 13,658.25 5,634.82 376.24 (41.12) 5,969.94 7,688.31
Note 4 : Goodwill on Consolidation (Rs. lakhs)

Statutory Reports
Goodwill on Consolidation 66.38 --- --- 66.38 --- --- --- --- 66.38 66.38
Total 66.38 --- --- 66.38 --- --- --- --- 66.38 66.38
Previous Year 66.38 --- --- 66.38 --- --- --- --- 66.38
Note 5 : Intangible Assets (Other than Goodwill) (Rs. lakhs)

Computer Software 86.68 1.35 --- 88.03 39.22 13.84 --- 53.06 34.97 47.46
Financial Statements
Total 86.68 1.35 --- 88.03 39.22 13.84 --- 53.06 34.97 47.46

Previous Year 50.24 36.44 --- 86.68 26.92 12.30 --- 39.22 47.46
B&A Limited

Note 6 : Non-Current Investments

2019 2018
Rs. Lakhs Rs. Lakhs
Investments in Equity Instruments
1. 500 Equity Shares of ICICI Bank (quoted) of Rs. 2/- each,
fully paid up. (As at 31st March, 2018: 500 shares)
2. 250 Equity Shares of Asssam Finance Corporation (unquoted) of
Rs. 100/- each, fully paid up. (As at 31st March, 2018 : 250 shares)
3. 18,000 Equity Shares of Heritage North East Pvt. Ltd. (unquoted) of
4. 9,800 Equity Shares of Kaziranga Golf Club Pvt. Ltd. (unquoted) of
(For the year ended 31st March, 2018 Rs. Nil) 0.00* 0.00*
5.91 4.95
Other Investments
Investment in National Savings Certificate (VI Issue)
[Lodged with Excise Authorities] 0.01 0.01
Total 5.92 4.96
Aggregate book value of quoted investments 2.00 1.39
Aggregate of market value quoted investments 2.00 1.39
Aggregate of unquoted investments 3.92 3.57
*The figure is below the rounding off levels used in the fiancial statements.
Note 7 : Non-Current Other Financial Assets

2019 2018
Rs. Lakhs Rs. Lakhs
Term Deposits with Bank having remaining maturity period of more

than 12 months 13.69 167.96
Total 13.69 167.96
138 B&A Limited


Note 8 : Other Non-Current Assets

2019 2018
Rs. Lakhs Rs. Lakhs
(a) Security Deposits 195.79 198.94
(b) Advances to Related Parties 1,148.51 1,212.86
(c) Other Advances 164.02 164.02
Total 1,508.32 1,575.82
Note 9 : Inventories

2019 2018
Rs. Lakhs Rs. Lakhs
Stock of Raw Materials 1,701.08 1,331.87

Stock of finished Goods
(including in transit Rs. 120.78 lakhs; previous year Rs. Nil) 845.57 655.10
Work-in-Progress 305.57 277.37
Stock of Stores and Spares 560.42 385.36
Total 3,412.64 2,649.70
Note 10 : Biological Assets (Other than Bearer Plants)

2019 2018
Rs. Lakhs Rs. Lakhs
Unplucked Tea Leves on Bush

Unplucked tea leaves on bush as a 31st March, 2019 : 1,49,457 Kgs 32.98 19.71
(As at 31st March, 2018 : 1,01,406 Kgs)
Total 32.98 19.71
Note 11 : Trade Receivables

2019 2018
Rs. Lakhs Rs. Lakhs
Receivable from Related Parties 6.82 26.01

Receivable from Others 1,552.75 1,441.69
Total 1,559.57 1,467.70

B&A Limited

Note 11 : Trade Receivables (contd.)

2019 2018
Rs. Lakhs Rs. Lakhs

(Refer Note 42.15)
Trade Receivables considered good - Secured -- --
Trade Receivables considered good - Unsecured 1,559.57 1,467.70
Trade Receivables which have significant increase in Credit risk -- --
Trade Receivables - credit impaired -- --
Total 1,559.57 1,467.70
Note 12 : Cash and Cash Equivalents

2019 2018
Rs. Lakhs Rs. Lakhs
Balance with Schedule Banks :-
In Current Accounts 365.72 115.70
Cash on Hand 13.12 9.98
Total 378.84 125.68
Note 13 : Bank Balances Other than Cash and Cash Equivalents

2019 2018
Rs. Lakhs Rs. Lakhs
Earmarked Balances with Scheduled Banks:-
In Marginal Deposit Accounts 93.65 136.38
In Unpaid Dividend Accounts 30.22 22.91
Term Deposits with Bank having remaining maturity
of less than 12 months and original maturity of more
than 3 months 185.68 29.45
Total 309.55 188.74
140 B&A Limited


Note 14 : Current Loans

2019 2018
Rs. Lakhs Rs. Lakhs
Staff Advances 174.84 138.03

Total 174.84 138.03
(Refer Note 42.15)
Staff Advances considered good - Secured -- --
Staff Advances considered good- Unsecured 174.84 138.03
Staff Advances which have significant increase in Credit risk -- --
Staff Advances - credit impaired -- --
Total 174.84 138.03
Note 15 : Current Other Financial Assets

2019 2018
Rs. Lakhs Rs. Lakhs
Interest Accrued 27.44 17.96
Total 27.44 17.96
Note 16 : Other Current Assets

2019 2018
Rs. Lakhs Rs. Lakhs
(a) Advances to Related Parties 163.94 71.80
(b) Other Advances 951.44 903.17
Subsidies Receivable from Government -- 9.54
Deferred Expenditure 46.24 60.87
Central Excise Duty 35.55 35.55
Total 1,197.17 1,080.93

B&A Limited

Note 17 : Share Capital
2019 2018
Rs. Lakhs Rs. Lakhs
I. Authorized
50,00,000 shares of Rs. 10/- each 500.00 500.00
Cumulative Preference Share Capital
5,00,000 shares of Rs. 100/- each 500.00 500.00
II. Issued, Subscribed and Fully Paid-up
31,00,000 shares of Rs. 10/- each
(As at 31st March, 2018 : 31,00,000 shares) 310.00 310.00
A. Terms / Rights attached to Equity Shares:-

The company has one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity
share is entitled to one vote per share. In the event of liquidation of the company, the holders of equity
shares will be entitled to receive remaining assets of the Company after distribution of all preferential
amounts, in proportion to their shareholding.
B. Shareholders holding more than 5% of the Issued Shares:-
2019 2018
1. Late H. P. Barooah
-- No. of Shares 8,61,918 8,61,918
2. Mrs. S. Shetty
-- No. of Shares 3,16,200 3,16,200
-- No. of Shares 2,42,430 2,42,430
C. Out of the above Shares

1. With regards to 8,61,918 equity shares (As at 31st March, 2018 : 8,61,918 shares) held by Late H. P.
Barooah, proceedings are pending before the Courts.
2. Out of 3,16,200 equity shares (As at 31st March, 2018 : 3,16,200 shares) shown in the name of
Mrs. S. Shetty, proceedings are pending before Courts in respect of 2,21,230 equity shares (As at
31st March, 2018 : 2,21,230 shares).
3. With regards to 2,42,430 equity shares (As at 31st March, 2018 : 2,42,430 shares) held by Mr. Somnath
Chatterjee, proceedings are pending before the Courts.
D. There has been no changes in Authorised and Issued & Subscribed Capital during the years covered
by this fiancial statement.
142 B&A Limited


Note 18 : Other Equity

2019 2018
Rs. Lakhs Rs. Lakhs
Summary of Other Equity balances:-
Capital Reserve 126.26 126.26
Securities Premium 1,001.50 1,001.50
General Reserve 300.74 300.74
Retained Earnings 5,535.54 5,222.38
Fair Value Through Other Comprehensive
Income (FVTOCI) Reserve 2.65 1.69
Total 6,966.69 6,652.57
Refer Statement of Changes in Equity for detailed movement in Equity balances.
Note 19 : Non-Current Borrowings
2019 2018
Rs. Lakhs Rs. Lakhs
Secured Term Loans from Banks
Term Loans from United Bank of India 240.78 529.90
Less : Current Maturities of Long-term debts (196.58) (289.00)
Total 44.20 240.90
a. Nature of Security :
Holding Company: Secured by hypothecation of existing and future tangible
assets of the Company (excluding the assets purchased under hire purchase
scheme of Tea Board) including tea crop, with United Bank of India and
additionally secured by Equitable Mortgage of Fixed Assets situated at the
Tea Estates and one property at Kolkata of the Company, besides the personal
guarantee of Managing Director.
Subsidiary Company: Secured by Equitable Mortgage of existing Factory Land
& Building and hypothecation of Plant & Machinery and other fixed assets and
also collaterally secured by :
i. Equitable Mortgage of a property at Kolkata in the name of Barooahs &
Associates Pvt. Ltd.
ii. Corporate guarantee of Barooahs & Associates Pvt. Ltd.
b. Rate of Interest :
Holding Company: MCLR-Y + 65 basis points p.a.
Subsidiary Company : MCLR-Y + 255 basis points p.a.
c. Terms of Repayment :
Holding Company: 100.00 lakhs by 30/09/2019 and balance by 31/03/2020.
Subsidiary Company : Quarterly Installments of Rs. 7.50 lakhs

B&A Limited

Note 20 : Non-Current Provisions

2019 2018
Rs. Lakhs Rs. Lakhs
Provision for Gratuity 1,273.39 1,131.04

Less : Current portion thereof shown under Current Provision (96.79) (118.39)
Total 1,176.60 1,012.65
Note 21 : Deferred Tax

2019 2018
Rs. Lakhs Rs. Lakhs
Deferred Tax Assets
Comprises of temporary differences attributable to:-
Provision for Gratuity 391.24 353.80
Deferred Sales Tax Liability 2.29 2.72
Total Deferred Tax Assets 393.53 356.52
Deferred Tax Liabilities
Comprises of temporary differences attributable to:-
Property, Plant & Equipment 696.92 678.61
Intangible Assets (Other than Goodwill) 4.73 5.35
Total Deferred Tax Liabilities 701.65 683.96
Net Deferred Tax Assets / (Liabilities) (308.12) (327.44)
Movement in the Items of Deferred Tax Assets

Provision Deferred Sales
for Gratuity Tax Liability
As at 1st April, 2017 337.79 2.72
(Charged) / Credited during the year ended 31st March, 2018 to :-
-- Profit and Loss 3.62 --
-- Other Comprehensive Income 12.39 --
As at 31st March, 2018 353.80 2.72
(Charged) / Credited during the year ended 31st March, 2019 to :-
-- Profit and Loss 7.09 (0.43)
-- Other Comprehensive Income 30.35 --
As at 31st March, 2019 391.24 2.29
144 B&A Limited


Movement in the Items of Deferred Tax Liabilities
Property, Plant & Intangible Assets
Equipment (Other than
Goodwill)
As at 1st April, 2017 663.05 6.33
Charged / (Credited) during the year ended 31st March, 2018 to :-
-- Other Comprehensive Income -- --
As at 31st March, 2018 678.61 5.35
Charged / (Credited) during the year ended 31st March, 2019 to :
-- Other Comprehensive Income -- --
As at 31st March, 2019 696.92 4.73
Note 22 : Other Non-Current Liabilities

2019 2018
Rs. Lakhs Rs. Lakhs
Government Grants
Balance as at 1st April 43.20 43.35
Add: Received during the year -- --
Less: Transferred to the Statement of Profit and Loss during the year (0.56) (0.15)
Balance as at 31st March 42.64 43.20
Less: Current portion thereof shown under Other
Current Liabilities (1.68) (1.68)
Non-Current portion of Government Grants 40.96 41.52
Note : Theses grants were received from Tea Board of India as Replanting Subsidy. There were no unfulfilled
conditions attached to these grants.

B&A Limited

Note 23 : Current Borrowings
2019 2018
Rs. Lakhs Rs. Lakhs
Secured Loans from Banks Repayable on Demand
Secured Working Captial Loan from United Bank of India 4,299.67 3,689.58
a. Nature of Security :
Holding Company: Secured by hypothecation of existing and future tangible
assets of the Company (excluding the assets purchased under hire purchase
scheme of Tea Board) including tea crop, with United Bank of India and
additionally secured by Equitable Mortgage of Fixed Assets situated at the Tea
Estates and one property at Kolkata of the Company, besides the personal
guarantee of Managing Director.
Subsidiary Company: Secured by hypothecation of Company’s stock,
receivables and entire current assets both present and future and also collaterally
secured by:
i. Entension of charge over Factory Land & Building, Plant & Machinery
ii. Equitable Mortgage of a property at Kolkata in the name of Barooahs &
Associates Pvt. Ltd.
iii. Corporate guarantee of Barooahs & Associates Pvt. Ltd.
b. Rate of Interest :
Holding Company: MCLR-Y + 65 basis points p.a.
Subsidiary Company : MCLR-Y + 255 basis points p.a.
Total 4,299.67 3,689.58
Note 24 : Trade Payables

2019 2018
Rs. Lakhs Rs. Lakhs
Payable to Others 2,023.81 1,892.25
Total 2,023.81 1,892.25
Break-up as required by Schedule III Division II
Total Outstanding dues of micro enterprises
and small enterprises 34.83 15.50
Total Outstanding dues of creditors other than
micro enterprises and small enterpises 1,988.98 1,876.75
Total 2,023.81 1,892.25
146 B&A Limited


Note 25 : Current Other Financial Liabilities

2019 2018
Rs. Lakhs Rs. Lakhs
Current Maturities of Long-term debts 196.58 289.00

Loan from Others 0.11 0.11
Unpaid Dividend 129.34 122.03
Employee Benefits Payable 249.32 85.02
Payable to Related Parties 21.60 --
Other Financial Liabilites 153.84 139.83
Total 750.79 635.99
Note 26 : Other Current Liabilities

2019 2018
Rs. Lakhs Rs. Lakhs
Revenue received in advance 247.00 68.08

Current portion of Government Grants 1.68 1.68
Others 426.81 380.14
Total 675.49 449.90
Note 27 : Current Provisions

2019 2018
Rs. Lakhs Rs. Lakhs
Provision for Gratuity (Current Portion) 96.79 118.39

Total 96.79 118.39
Note 28 : Current Tax Liabilities (Net)

2019 2018
Rs. Lakhs Rs. Lakhs
Provision for Income Tax (Net) 188.19 267.33

Total 188.19 267.33

B&A Limited

Note 29 : Revenue from Operations
Rs. Lakhs Rs. Lakhs
Sale of Products :-
- Tea 12,070.67 12,185.46
- Packaging Materials 6,989.80 6,869.33
Other Operarting Revenue
Sale of Scrap 43.28 34.71
Total 19,103.75 19,089.50
Note 30 : Other Income

Rs. Lakhs Rs. Lakhs
Dividend Income -- 0.03
Other Non-Operating Income
Rent Received 4.00 3.85
Replanting Subsidy 0.56 0.15
Liabilities no longer required written back 5.13 2.38
Sundry Receipts (including recovery of debts written off
earlier Rs. 8.01 lakhs, previous year Rs. 3.50 lakhs) 59.80 30.37
Total 90.75 73.15
Note 31 : Cost of Materials Consumed

Rs. Lakhs Rs. Lakhs
Purchase of Green Leaf (Refer Note 42.14) 2,678.21 2,405.11
Cost of Raw Materials Consumed (for packaging materials) 4,808.52 4,412.67
Total 7,486.73 6,817.78
148 B&A Limited


Note 32 : Change in Inventories of Finished Goods and Work-in-Progress
Rs. Lakhs Rs. Lakhs
Opening Inventories of :-
Finished Goods 655.10 954.27
Work-in-Progress 277.37 156.65
932.47 1,110.92
Closing Inventories of :-
Finished Goods (845.57) (655.10)
Work-in-Progress (305.57) (277.37)
(1,151.14) (932.47)
Total (218.67) 178.45
Note 33 : Employee Benefit Expenses

Rs. Lakhs Rs. Lakhs
Salaries, Wages, Bonus and Gratuity 4,814.54 4,255.17
Contribution to Provident and Other Fund 432.13 399.25
Labour and Staff Welfare 800.70 812.79
Total 6,047.37 5,467.21
Note 34 : Finance Costs

Rs. Lakhs Rs. Lakhs
Interest and Financial Charges (Refer Note 42.8) 560.92 505.63
Total 560.92 505.63
Note 35 : Depreciation and Amortisation Expenses

Rs. Lakhs Rs. Lakhs
Depreciation and Amortisation Expenses 483.72 388.54
Total 483.72 388.54

B&A Limited

Note 36 : Other Expenses
Rs. Lakhs Rs. Lakhs
A. Manufacturing Expenses :-
Consumption of Stores & Spares 903.13 889.50
Repairs to Buildings 115.19 132.78
Repairs to Machineries 158.71 161.75
Other Repairs & Maintenance 19.15 20.29
Power & Fuel 938.53 929.76
Cess on Tea -- 7.20
Total (A) 2,134.71 2,141.28
B. Selling & Distribution Expenses :-
Freight, Brokerage, Commission & Selling Expenses 781.06 865.23
Total (B) 781.06 865.23
C. Establishment Expenses :-
Rent, Hire and Service Charges 46.62 30.31
Rates, Taxes and Association Subscription 97.80 103.06
Travelling and Conveyance 157.16 135.40
Legal & Professional Charges 112.12 189.60
Vehicle Running and Maintenance 188.86 203.76
Insurance 83.02 67.61
Miscellaneous Expenses 304.06 301.48
Corporate Social Responsibility Activities
(Refer Note 42.16) 26.45 25.09
Directors Fees 23.72 16.74
Payment to Auditor (Refer Note 42.17) 9.25 7.97
Loss on Sale of Assets 1.42 22.95
Total (C) 1,050.48 1,103.97
Total Other Expenses (A + B + C) 3,966.25 4,110.48
150 B&A Limited


Note 37 : Tax Expenses
Rs. Lakhs Rs. Lakhs
Current Tax on Profits for the year (218.00) (442.00)
Deferred Tax Expense/ (Benefit)
Increase / (Decrease) in Deferred Tax Assets 6.65 3.62
(Increase) / Decrease in Deferred Tax Liabilities (17.69) (14.58)
(229.04) (452.96)
Note 38 : Other Comprehensive Income

Rs. Lakhs Rs. Lakhs
Items that will not be reclassified to Profit or Loss
Income tax effect on the above 30.35 12.39
Total (A) [transferred to Retained Earnings] (76.70) (26.82)
Gain / (Loss) on FVTOCI Equity Instruments 0.96 0.79
Income tax effect on the above -- --
Total (B) [transferred to FVTOCI Reserve] 0.96 0.79
Total Other Comprehensive Income, net of taxes (A + B) (75.74) (26.03)
Note :- Income Tax effect on Gain / (Loss) on FVTOCI Equity Instruments is not taken into account since the same will
lead to a deferred tax liability / asset which will be reversed only when such Equity Instruments are sold. The Group does
not intend to sell these Equity Instruments in the foreseeable future.

B&A Limited

Note 39 : Earnings Per Share
Basic EPS
(1) Number of Equity Shares at the beginning of

the year (in lakhs) 31.00 31.00
(2) Number of Equity Shares at the end of the
year (in lakhs) 31.00 31.00
(3) Weighted average number of Equity Shares
outstanding during the year (in lakhs) 31.00 31.00
(4) Face Value of each Equity Share (Rs.) 10.00 10.00
(5) Profit attributable to equity holders of the
parent for the year (Rs. in lakhs) 502.20 928.68
(6) Basic EPS (Rs.) 16.20 29.96
Diluted EPS
(1) Dilutive Potential Equity Shares (in lakhs) 31.00 31.00

(2) Diluted EPS [Same as Basic EPS] (Rs.) 16.20 29.96
Note 40 : Distributions made and Proposed

Rs. Lakhs Rs. Lakhs
Dividends on Equity Shares declared and paid

Dividend for the year ended 31st March, 2018 :-
Rs. 3 per share (31st March, 2017:- Rs. 3 per share)
(includes Dividend paid to Non-Controlling
Interest Rs.7.03 lakhs, for the year ended
31st March, 2017 Rs. 7.03 lakhs) 100.03 100.03
Dividend Distribution tax on dividend paid
(includes Dividend Distribution Tax on Dividends
paid by Subsidiary Rs. 5.10 lakhs, for the year
ended 31st March, 2017 Rs. 5.05 lakhs) 20.56 20.36
Total 120.59 120.39
152 B&A Limited


Note 40 : Distributions made and Proposed (Contd.)
Rs. Lakhs Rs. Lakhs
Dividends not recognised at the end of the year

Proposed dividend for the year ended 31st March, 2019 :-
Re. 1 per share (31st March, 2018:- Rs. 3 per share)
(includes Proposed Dividend for Non-Controlling
Interest Rs. 7.03 lakhs, for the year ended
31st March, 2018 Rs. 7.03 Lakhs) 38.03 100.03
Dividend Distribution tax on proposed dividend
(includes Dividend Distribution Tax on Proposed
Dividends by Subsidiary Rs. 5.10 lakhs, for the
year ended 31st March, 2018 Rs. 5.05 lakhs) 7.82 20.56
Total 45.85 120.59
Note :- Proposed dividends on equity shares are subject to approval at the Annual General Meeting and are not recognised
as a liability (including Dividend Distribution Tax thereon) at the end of the year.

Note 41 : Additional Disclosure pursuant to Division II of Schedule III to the Companies Act, 2013
154
Net Assets (i.e. Total Assets Share in Profit or Loss Share in Other Share in Total
Minus Total Liabilities) Comprehensive Income Comprehensive Income
Name of the Entity As a % of Amount As a % of Amount As a % of Amount As a % of Amount
Consolidated (Rs. Lakhs) Consolidated (Rs. Lakhs) Consolidated (Rs. Lakhs) Consolidated (Rs. Lakhs)
B&A Limited
Net Assets Profit or Other Total
Loss Comprehensive Comprehensive
Income Income
Parent
B&A Limited
B & A Limited
31st March, 2019 68.47% 5,540.87 42.29% 269.91 101.03% (76.52) 34.38% 193.39
31st March, 2018 72.53% 5,548.98 59.16% 629.92 78.68% (20.48) 58.67% 609.44
Subsidiaries
Indian
B & A Packaging India Limited
31st March, 2019 21.45% 1,735.83 36.40% 232.29 (0.74%) 0.56 41.40% 232.85
31st March, 2018 18.48% 1,413.59 28.06% 298.76 15.28% (3.98) 28.38% 294.78
Foreign
None N/A N/A N/A N/A N/A N/A N/A N/A
Non-Controlling Interest
in all subsidiaries
31st March, 2019 10.09% 816.30 21.31% 136.03 (0.29%) 0.22 24.22% 136.25
31st March, 2018 9.00% 688.52 12.78% 136.04 6.04% (1.57) 12.95% 134.47
Associates
Indian
Foreign
Joint Ventures
Indian
Foreign

Total 31st March, 2019 100.00% 8,092.99 100.00% 638.23 100.00% (75.74) 100.00% 562.49
Total 31st March, 2018 100.00% 7,651.09 100.00% 1,064.72 100.00% (26.03) 100.00% 1,038.69

Note 42 - Additional Notes to the Consolidated Financial Statements
42.1. Defined Benefit Plan (Gratuity Plan)

The following tables set forth the particulars in respect of defined benefit gratuity plan of the
Company for the year ended 31st March, 2019 and corresponding figures for the previous year.
Table 1 – Components of Employer Expense

Rs. Lakhs Rs. Lakhs
(a) Recognised in Profit or Loss
Loss / (Gain) on Settlement -- --
Net Interest Cost / (Income) 88.08 80.63
Sub-total (a) 159.14 153.22
(b) Re-measurements recognised in Other
Comprehensive Income
Effect of changes in demographic assumptions 0.12 --
Effect of changes in financial assumptions 0.49 (16.66)
Effect of experience adjustments 106.44 55.87
Return on Plan Assets (excluding amounts
recognised in net interest cost) -- --
Re-measurement (or Actuarial) (gain) /
loss arising because of change in effect
of asset ceiling -- --
Sub-total (b) 107.05 39.21
Total Defined Benefit Cost recognised in Profit or
Loss and Other Comprehensive Income [(a) + (b)] 266.19 192.43

B&A Limited

Table 2 - Net Asset / (Liability) recognised in the Balance Sheet
Particulars As at As at
Rs. Lakhs Rs. Lakhs
Present Value of Defined Benefit Obligation 1,273.39 1,131.04
Fair Value of Plan Assets -- --
Surplus / (Deficit) (1,273.39) (1,131.04)
Net Asset / (Liability) recognised in the Balance Sheet (1,273.39) (1,131.04)
Out of Net Asset / (Liability) as above :-
- Current portion (96.79) (118.39)
- Non-Current portion (1,176.60) (1,012.65)
Total (1,273.39) (1,131.04)
Table 3 - Changes in Defined Benefit Obligation (DBO)

Rs. Lakhs Rs. Lakhs
Present Value of DBO at the beginning of the year 1,131.04 1,080.37
Interest Cost 88.08 80.63
Re-measurement (gains) / losses
- Effect of changes in demographic assumptions 0.12 --
- Effect of changes in financial assumptions 0.49 (16.66)
- Effect of experience adjustments 106.44 55.87
- Others -- --
Effect of change in foreign exchange rates -- --
Benefits paid (123.84) (141.76)
Effect of business combinations or disposals -- --
Present Value of DBO at the end of the year 1,273.39 1,131.04
156 B&A Limited


Table 4 - Changes in Fair Value of Plan Assets
Rs. Lakhs Rs. Lakhs
Fair Value of Plan Assets at the beginning of the year -- --
Investment Income -- --
Employer's Contribution -- --
Employees' Contribution -- --
Benefits Paid -- --
Return on Plan Assets, excluding amount recognised
in net interest cost -- --
Fair Value of Plan Assets at the end of the year -- --
Table 5 - Change in Effect of Asset Ceiling
Rs. Lakhs Rs. Lakhs
Effect of Asset Ceiling at the beginning of the year -- --
Interest Cost (to the extent not recognised in net interest cost) -- --
Re-measurement (or Actuarial) (gain) / loss arising
because of change in effect of asset ceiling -- --
Effect of Asset Ceiling at the end of the year -- --
Table 6 - Principal Actuarial Assumptions

Rs. Lakhs Rs. Lakhs
Financial Assumptions
Discount Rate (p.a.)
- Parent Company 7.77% 7.80%
- Subsidiary Company 7.78% 7.33%
Salary Growth Rate (p.a.)
- Parent Company 4.00% 5% for the first year
and 4% thereafter
Demographic Assumptions
Mortality Rate (% of IALM 06-08) 100.00% 100.00%
Normal Retirement Age 58 Years 58 Years
Attrition / Withdrawal Rate (p.a.)
- Parent Company 1.00% 1.00%

B&A Limited

Table 7 - Sensitivity Analysis of Present Value of DBO
Rs. Lakhs Rs. Lakhs
Actual Present Value of DBO (base) 1,273.39 1,131.04
Discount Rate
- Increase by 1% 1,172.82 1,043.04
- Decrease by 1% 1,388.96 1,232.28
Salary Growth Rate
- Increase by 1% 1,391.75 1,234.43
- Decrease by 1% 1,168.93 1,039.91
Attrition Rate
- Increase by 50% 1,288.59 1,144.26
- Decrease by 50% 1,257.20 1,117.11
Mortality Rate
- Increase by 10% 1,274.44 1,132.02
- Decrease by 10% (only parent) 1,208.22 1,074.06
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate,
expected salary increase and mortality. This sensitivity analysis above has been determined based on
reasonably possible changes of the assumptions occurring at the end of the reporting period while holding
all other assumptions constant. The sensitivity analysis presented above may not be representative of the
actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur
in isolation of one another as some of the assumptions may be correlated. There is no change in the method
of valuation for the prior period. For change in assumptions refer to Table 6 above.
Table 8 - Maturity Profile of Defined Benefit Obligation

Expected Maturity over next As at As at
(valued on undiscounted basis) 31st March, 2019 31st March, 2018
Rs. Lakhs Rs. Lakhs
1 year 97.05 118.53
2 to 5 years 457.04 373.17
6 to 10 years 758.99 628.92
More than 10 years 1,616.60 1,455.18
The weighted average duration of the defined benefit gratuity plan as on 31st March, 2019 is 9 years for
the Parent Company and 17.25 years for Subsidiary Company (as on 31st March, 2018 is 8 years for Parent
Company and 18.41 years for Subsidiary Company).
158 B&A Limited


42.2. Related Party Disclosures 4. Others**
(a) Associates - Debdip Chowdhury (Company Secretary)
Heritage North East Pvt. Ltd.* - Tapas Kumar Chatterjee (Chief Financial
Kaziranga Golf Club Pvt. Ltd.* Officer, Parent Company)
*These Companies are not “associate company” within - Siddhartha Gupta (Chief Financial Officer,
the meaning of Sec 2(6) of the Companies Act, 2013. Subsidiary Company - 01/04/17 to 22/06/17)
(b) Key Management Personnel - Goutamanshu Mukhopadhyay (Chief
Financial Officer, Subsidiary Company -
1. Executive Directors*
01/09/17 to 31/03/19)
- Somnath Chatterjee (Managing Director)
These directors are not “Key Managerial Personnel” within
2. Non-Executive Independent Directors the meaning of Sec 2(51) of the Companies Act, 2013.
- Basant Kumar Goswami (only for Parent) *These are “Key Managerial Personnel” within the meaning
of Sec 2(51) of the Companies Act, 2013.
- Latifur Rahman (only for Parent)
- Prabir Kumar Datta (only for Parent) (c) Other Related Parties
- Anjan Ghosh Barooahs & Associates Pvt. Ltd.
- Amit Chowdhuri (only for Subsidiary) Buragohain Tea Company Ltd.
Assam Tea Brokers Pvt. Ltd.
- Raj Kamal Bhuyian (only for Parent)
Super Packaging Ltd.
3. Non-Executive Non-Independent Director
Rockland Realty Pvt. Ltd.
- Anuradha Farley (Chairman)
Morris Construction Pvt. Ltd.
- Amit Chowdhuri (only for Parent)
Hacienda Properties Pvt. Ltd.
- Bhramar Kumar Mahanta (only for Parent) (d) Persons holding 10% or more Shareholding
- Robin Aidan Farley (only for Parent - from in the Company
13/11/2018 onwards) - Late Hemendra Prasad Barooah
- Gargi Barooah (only for Subsidiary) - Sharmila Shetty
(e) Transactions during the year and Balance at year end with Associates
31st March, 2019 31st Mar ch, 2018
Rs. Lakhs Rs. Lakhs
1. Rent Received from

Heritage North East Pvt. Ltd. 2.00 2.00
2. Net Balance outstanding at the end of the year [Dr./(Cr.)]
(a) Heritage North East Pvt. Ltd. 16.36 16.36
(b) Kazirange Gold Club Pvt. Ltd. 7.55 --

B&A Limited

(f) Transaction during the year with Key Management Personnel
Rs. Lakhs Rs. Lakhs
1. Short Term Employee Benefits
(c) Tapas Chatterjee 13.17 13.91
(d) Siddartha Gupta -- 2.84
(e) Goutamanshu Mukhopadhyay 6.15 3.62
2. Post-Employment Benefits
(c) Siddartha Gupta -- 0.10
3. Sitting Fees
(b) Basant Kumar Goswami 2.30 1.60
(c) Prabir Kumar Datta 2.10 1.30
(d) Amit Chowdhuri 6.90 4.84
(e) Anjan Ghosh 7.82 6.00
(f) Bhramar Kumar Mahanta 1.40 0.80
(g) Raj Kamal Bhuyan 2.50 1.40
(h) Gargi Barooah 0.25 --
4. Dividends Paid
(b) Bhramar Kumar Mahanta 0.01 0.01
(c) Somnath Chatterjee 7.37 7.37
(d) Gargi Barooah 0.01 0.01
(e) Tapas Chatterjee 0.00* 0.00*
Post-Employment Benefits as above do not include amounts relating to defined benefit gratuity planas actuarial valuation
for gratuity plan is made for the Company as a whole.
*The figure is below the rounding off levels used in the financial statements.
160 B&A Limited


(g) Transactions during the year and Balance at year end with Other Related Parties
Rs. Lakhs Rs. Lakhs
1. Purchase of Green Leaf from
Buragohain Tea Company Ltd. 462.34 399.78
2. Sale of Packaging Materials to
Barooahs & Associates Pvt. Ltd. 25.87 13.04
3. Receipt of Services from
(a) Barooahs & Associates Pvt. Ltd. 226.19 206.56
(b) Assam Tea Brokers Pvt. Ltd. 41.54 34.42
Assam Tea Brokers Pvt. Ltd. 0.38 0.38
5. Unsecured Advances from
Barooahs & Associates Pvt. Ltd. 139.99 --
6. Net Balance outstanding at the
end of the year [ Dr. / (Cr.) ]
(a) Buragohain Tea Company Ltd. 797.85 728.37
(b) Barooahs & Associates Pvt. Ltd. 441.89 517.33
(c) Hacienda Properties Pvt. Ltd. 25.47 25.47
(d) Assam Tea Brokers Pvt. Ltd. 8.55 23.14
(h) Transactions during the year with Persons holding 10% or more Shareholding in the Company
Rs. Lakhs Rs. Lakhs
Dividends Paid
(a) Late Hemendra Prasad Barooah 25.86 25.86
(b) Sharmila Shetty 9.49 9.49
(i) Terms and Conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail
in arm’s length transactions except transactions detailed in items (e)(1); (g)(3)(a); (g)(4) where market
rates of services rendered / received are not readily available and necessary approvals were sought
u/s 188 of the Companies Act, 2013. Outstanding balances at the year - end are unsecured and interest
free and settlement occurs in cash. There have been no guarantees provided or received from any
related party receivables or payables. For the year ended 31st March, 2019 the Group (comprising of
B & A Ltd. and its subsidiary company B & A Packaging India Ltd) has not recorded any impairment
of receivables relating to amounts owed by related parties (previous year - Rs. Nil). This assessment
is undertaken in each financial year after examining the financial position of the related party and the
market in which the related party operates. There was no transaction during the year ended 31st March,
2019 within the group which could be construed as material transaction.

B&A Limited

42.3. Disclosure regarding Micro, Small and Medium Enterprises
Current Year Previous Year

Rs. Lakhs Rs. Lakhs
(a) The principal amount and interest due thereon, if any, remaining
unpaid at the end of the period to any supplier who fall within the
meaning of Sec 2(n) of the Micro, Small and Medium Enterprises
Act, 2006 and who have informed the Company accordingly.
- Principal 34.83 15.50
- Interest 0.31 0.13
b) The amount of interest due and payable for the period of
delay in making payment (which has been paid but beyond
the appinted day during the year) but without adding the
interest specified under the Micro, Small and Medium
Enterprises Development Act, 2006. -- --
c) The amout of interest accrued and remaining unpaid at the
end of the period. 0.44 0.13
d) The amount of further interest remaining due and payable
even in the succeeding years, until such date when the
interest dues as above are actually paid to the small enterprises,
for the purpose of disallowance of a deductible expenditure
u/s 23 of the Micro, Small and Medium Enterprises
Development Act, 2006. -- --
42.4. Details of Consumption
Particulars Current Year Previous Year

Stores & Spares
- Indigenous 903.13 100.00% 889.50 100.00%
- Imported -- 0.00% -- 0.00%
Kgs. in Lakhs Rs. Lakhs Kgs. in Lakhs Rs. Lakhs
Raw Materials (Tea)
- Green leaf plucked 151.53 N/A 156.26 N/A
- Green leaf purchased
(inclusive of carrying charges) 121.06 2,678.21 107.25 2,405.11
Raw Materials (Packaging)
- Indigenous 2,717.93 56.52% 2,841.62 64.40%
- Imported 2,090.59 43.48% 1,571.05 35.60%
Value cannot be attributed to green leaf plucked as the same is produced in the Group’s Own Tea Estates.
162 B&A Limited


42.5. Contingent Liabilities and Claims Against the Company not acknowledged as Debts

Rs. Lakhs Rs. Lakhs
- Demand under Excise Duty under appeal 12.62 12.62
- Assam Agricultural Income Tax demand under appeal 180.54 180.54
- Demand under Income Tax Act, 1961 15.64 15.64
- Central Sales Tax 0.54 7.87
- Orissa Value Added Tax -- 1.38
- Employees State Insurance 0.61 0.61
42.6. Events occurring after the Balance Sheet Date
Refer Note No. 40 for the final dividend recommended by the Board of Directors of the Company
which is subject to approval of the shareholders in the ensuing Annual General Meeting.
42.7.Assets Pledged as Security
The carrying amounts of assets pledged as security for current and non-current borrowings are:-

Rs. Lakhs Rs. Lakhs
Current Assets
Financial Assets
Trade Receivables (Refer Note No. 11) 1,559.57 1,467.70
Cash and Cash Equivalents (Refer Note No. 12) 378.84 125.68
Bank Balances Other than Cash & Cash
Equivalents (Refer Note No. 13) 193.90 139.97
Loans (Refer Note No.14) 174.84 138.03
Other Financial Assets (Refer Note No. 15) 27.44 17.96
Total Charge on Financial Assets 2,334.59 1,889.34
Non-Financial Assets
Inventories (Refer Note No. 9) 3,412.64 2,649.70
(Refer Note No. 10) 32.98 19.71
Other Current Assets (Refer Note No.16) 1,197.17 1,080.93
Total Charge on Non-Financial Assets 4,642.79 3,750.34
Total Current Assets Pledged as Security 6,977.38 5,639.68
Non-Current Assets
Property, Plant & Equipment (Refer Note No. 3) 7,459.49 7,002.14
Total Charge on Non-Current Assets 7,459.49 7,002.14
Total Non-Current Assets Pledged as Security 7,459.49 7,002.14
TOTAL ASSETS PLEDGED AS SECURITY 14,436.87 12,641.82

B&A Limited

42.8. Capitalisation of Borrowing Costs
The Group had commenced construction of a new tea manufacturing factory at Sangsua Tea
Estate during the financial year 2013-14, which has been completed during the financial year
2017-18 and its cost has accordingly been capitalised. The construction of the factory has been
financed by a Term Loan from United Bank of India. The amount of borrowing cost capitalised during
the year ended 31st March, 2019 is Rs. Nil (during year ended 31st March, 2018 - Rs. 58.41 lakhs).
42.9. Fair Value Measurements
Financial Instruments by Category
As at 31st As at 31st
Rs. Lakhs Rs. Lakhs
Financial Assets
- Trade Receivables 1,559.57 1,467.70
- Cash and Cash Equivalents 378.84 125.68
- Bank Balances other than Cash and Cash
Equivalents 309.55 188.74
- Loans 174.84 138.03
- Other Financial Assets 41.13 185.92
2,463.94 2,106.08
Total Financial Assets 2,469.85 2,111.03
Financial Liabilities
- Borrowings 4,343.87 3,930.48
- Trade Payables 2,023.81 1,892.25
- Other Financial Liabilities 750.79 635.99
Total Financial Liabilities 7,118.47 6,458.72
Fair Value Hierarchy for Financial Instruments

The fair value of financial instruments as mentioned above has been classified into three categories
depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to
quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest
priority to unobservable inputs (Level 3 measurements). The categories used are as follows :-
l Level 1 : Quoted prices for identical instruments in an active market;
l Level 2 : Directly or indirectly observable market inputs, other than Level 1 inputs; and
l Level 3 : Inputs which are not based on observable market data.
164 B&A Limited


The fair values of financial assets (other than those measured at fair value through Other Comprehensive
Income) and financial liabilities are considered to be equal to the carrying amounts of these items
due to their being short term in nature and therefore devoid of any material financing component.
There has been no change in the valuation methodology for Level 3 inputs during the year. The
Company has not classified any material financial instruments under Level 3 of the fair value hierarchy.
There were no transfers between Level 1 and Level 2 during the year. The following table presents
the fair value hierarchy of financial assets and liabilities measured at fair value on a recurring basis:
Particulars Fair Value

Fair Value
Rs. Lakhs Rs. Lakhs
Financial Assets
- Investment in Quoted Equity Instruments 1 2.00 1.39
- Investment in Unquoted Equity Instruments 3 3.91 3.56
For investments in unquoted equity instruments, book value per share as calculated from the latest
available financial statements of such unlisted companies, is considered as fair value of such
investments. Discounted Cash Flow technique has not been used since a reliable forecast of cash
flow of such companies could not be arrived at.
Fair Value Hierarchy for Biological Assets (Other than Bearer Plants)
The following table presents the fair value hierarchy of Biological Assets (Other than Bearer Plants)
for which fair value less cost to sell have been disclosed in the financial statements:-
Particulars Fair Value less cost to sell

Fair Value
Rs. Lakhs Rs. Lakhs

- Unplucked Tea Leaves on Bush 2 32.98 19.71
42.10. Financial Risk Management

The Group’s principal financial liabilities comprise of borrowings, trade payables and other financial
liabilities. The main purpose of these financial liabilities is to finance the Group’s operations. The
Group’s principal financial assets include loans, trade receivables and cash & bank balances. The
Group also holds FVTOCI Investments.
The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and
liquidity risk. The Group focuses on a system-based approach to business risk management. Its
financial risk management process seeks to enable the timely identification, evaluation and effective
management of key risk areas facing the business.

B&A Limited

a. Market Risk
i. Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in foreign currency exchange rates. The only
source of foreign currency risk is import of raw materials for packaging segment. Increase
/ decrease of 50 basis points in the foreign currency exchange rates at the end of the year
(keeping all other variables constant) would expose the Group to an impact of Rs. 12.46
lakhs on the profit for the year ended 31st March, 2019 and Rs. Nil for the year ended 31st
March, 2018.
ii. Interest Rate Risk
Interest rate risk is the risk that the fair value of future cash flows from a financial instrument
will fluctuate because of changes in market interest rates.
The Group’s main interest rate risk arises from short term and long term borrowings
with variable interest rate. The exposure of the Group’s financial assets and liabilities as
at 31st March, 2019 and 31st March, 2018 to interest rate risk are as follows:-
Particulars As at 31st March, 2019 As at 31st March, 2018

Fixed Floating Fixed Floating
Rate Rate Rate Rate
Rs. Lakhs Rs. Lakhs Rs. Lakhs Rs. Lakhs
Financial Assets 291.46 -- 332.23 --

Financial Liabilities -- 4,540.45 -- 4,219.48
Total 291.46 4,540.45 332.23 4,219.48
Increase / decrease of 50 basis points in interest rates (keeping all other variables constant)
as at the balance sheet date would result in an impact (decrease / increase in case of net
income) of Rs. 24.15 lakhs and Rs. 20.50 lakhs on consolidated profit before tax for the year
ended 31st March, 2019 and 31st March, 2018 respectively.
b. Credit Risk
Credit risk is the risk of financial loss arising from default / failure by the counterparty to meet
financial obligations as per the terms of contract. The Group is exposed to credit risk for trade
receivables and loans. None of the financial instruments of the Group result in material concentration
of credit risks.
Credit risk on receivables is minimum since sales through different modes are made after judging
the credit worthiness of the customers or receiving advance payment. The history of defaults has
been minimal and outstanding trade receivables are monitored on a regular basis. For credit risk
on the loans to various parties the Group does not expect any material risk on account of non-
performance by any of the parties.
c. Liquidity Risk
Liquidity risk refers to the risk that the Group may fail to honour its financial obligations in accordance
with terms of contract. To mitigate such liquidity risk the Group maintains sufficient balance of cash
and cash equivalents together with availability of funds through an adequate amount of committed
credit facilities to meet its obligations when due. The table below provides the details regarding
the remaining contractual maturities of significant financial liabilities as on the reporting date:-
166 B&A Limited

Particulars Carrying Maturity less Maturity more

Amount than 1 year than 1 year
Rs. Lakhs Rs. Lakhs Rs. Lakhs
Borrowings 3,930.48 3,689.58 240.90
Trade Payables 1,892.25 1,892.25 --
Total 6,458.72 6,217.82 240.90
Borrowings 4,343.87 4,299.67 44.20
Trade Payables 2,023.81 2,023.81 --
Total 7,118.47 7,074.27 44.20
d. Agricultural Risk
The Group is also engaged in the business of cultivation and manufacturing of tea. Cultivation
of tea being an agricultural activity, there are certain specific financial risks. These financial risks
arise mainly due to adverse weather conditions and logistic problems inherent to remote areas.
The Group manages the above financial risks in the following manner:-
l Sufficient inventory levels of agro chemicals, fertilizers and other inputs are maintained so
that timely corrective action can be taken in case of adverse weather conditions.
l Slightly higher level of consumable stores viz. packing materials and HSD are maintained
in order to mitigate financial risk arising from logistic problems.
l Sufficient working capital facility is obtained from banks in such a way that cultivation,
manufacture and sale of made tea is not adversely affected even in times of adverse conditions.
42.11. Capital Management

For the purpose of the Group’s capital management, capital includes issued equity capital, share
premium and all other equity reserves. The primary objective of the Group is to maximise shareholders’
value.The Group manages its capital structure and makes adjustments in the light of the changes
in economic conditions and the requirements of the financial covenants. To maintain or adjust the
capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares. In order to achieve the overall objective as elicited above, the
Group’s capital management among other things, aims to ensure that it meets the financial covenants
attached to interest bearing loans and borrowings that define the capital structure requirements.
There have been no breaches in the financial covenants of any interest bearing loans and borrowings
in the reported periods. No changes were made in the objectives, policies or processes for managing
capital during the year ended 31st March, 2019 and 31st March, 2018.

B&A Limited

42.12. Reconciliation of Tax Expense and Accounting Profit multiplied by Tax Rate
Rs. Lakhs Rs. Lakhs
Profit / (Loss) Before Tax 868.18 1,520.13
Tax at an average rate 248.64 494.15
Tax Effects of amounts which are not deductible /
(taxable) in calculating taxable income :-
- Corporate Social Responsibility Activities 7.54 7.97
- Replanting Expenses (49.68) (54.14)
- Loss on Sale of Assets 0.42 7.59
- Other Items 22.12 (2.61)
Total Tax Expense 229.04 452.96
42.13. Operating Segments

The group has two business segments viz.tea and packaging. The disclosures regarding the Operating
Segments have been summarised below :-
Sl Particulars Tea Packaging Total

No. Rs. Lakhs Rs. Lakhs Rs. Lakhs
A. Segment Revenue
Gross Turnover 12,070.67 7,033.08 19,103.75
(12,185.46) (6,904.04) (19,089.50)
B. Segment Results
Profit/(Loss) before Tax and Finance Cost 653.28 775.82 1,429.10
(1,174.64) (851.12) (2,025.76)
Less : Finance Cost 393.26 167.66 560.92
(367.73) (137.90) (505.63)
Profit/(Loss) Before Tax 260.02 608.16 868.18
(806.91) (713.22) (1,520.13)
C. Segment Assets and Liabilities
Assets 11,799.72 5,897.89 17,697.61
(10,976.09) (5,350.95) (16,327.04)
Liabilities 6,854.83 2,749.79 9,604.62
(5,987.82) (2,688.13) (8,675.95)
*Figures in brackets represent previous year
168 B&A Limited


42.14. Value of Green Leaf Produced in the Group’s Own Tea Estates
Value of green leaf produced in the Group’s own tea estates is not ascertainable. However, cost of
materials consumed represents only cost of green leaf purchased from other tea growers.
42.15. Loans, Advances, Trade & Other Receivables
No loans, advances, trade or other receivables were due from directors or other officers of the group
either severally or jointly with any other person, except as has been disclosed. Nor were any loans,
advances, trade or other receivables due from firms or private companies in which any
director was a partner, a director or a member, except as has been disclosed.
42.16. Details of Corporate Social Responsibility Expenditure

Rs. Lakhs Rs. Lakhs
Amount required to be spent by the Group
during the year 26.41 24.97
Amount spent during the year by the Group for:-
(i) Construction / Acquisition of any asset:-
(a) In Cash -- --
-- --
(ii) Purposes other than (i) above:-
(a) In Cash 26.45 25.09
26.45 25.09
Total Amount Spent [(i) + (ii)] 26.45 25.09
43.17. Details of Payment to Auditor

Rs. Lakhs Rs. Lakhs
As Auditor:-
Audit Fees 4.55 3.75
Tax Audit Fees 1.75 1.30
In other capacity:-
Certification Fees 2.95 2.92
Total 9.25 7.97

B&A Limited

42.18. Forex Information
Rs. Lakhs Rs. Lakhs
a) Value of Imports on C.I.F basis

- Raw Materials 2,175.42 1,794.12
b) Earnings in Foreign Currency

- Export of Goods (F.O.B. basis) -- --
- Return of Imported material & recovery of (1.43) --
detention charges from foreign exporter.
c) Expenditure in Foreign Currency

- Travelling 9.73 0.94
- Others 0.79 --
Total 2,184.51 1,795.06
Signatures to Notes 1 to 42.

Managing Director Director
Prasun Kr. Basu
DIN : 00172364 DIN : 00655014
Partner
170 B&A Limited

FORM AOC-1
Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of
Companies (Accounts) Rules, 2014, Statement containing salient features of the financial statement
of Subsidiaries / Associate Companies / Joint Ventures
Part ‘‘A’’ : Subsidiaries
1) Sl. No. : Not Applicable

2) Name of the Subsidiary : B & A Packaging India Limited
3) Reporting period for the subsidiary : Reporting period of both Companies are
concerned, if different from the holding 1st April, 2018 to 31st March, 2019
company’s reporting period
4) Reporting currency and exchange rate : N.A.
as on the last date of the relevant financial
year in case of foreign subsidiaries
5) Share Capital : Rs. 498.03 lakhs
6) Reserves & Surplus : Rs. 2,384.58 lakhs
7) Total Assets : Rs. 5,897.89 lakhs
8) Total Liabilities : Rs. 3,015.28 lakhs
9) Investments : Nil
10) Turnover : Rs. 7,168.02 lakhs
11) Profit before Taxation : Rs. 719.88 lakhs
12) Provision for Taxation : Rs. 239.84 lakhs
13) Profit after Taxation : Rs. 480.04 lakhs
14) Proposed Dividend : Rs. 24.80 lakhs
15) % of shareholding : 71.66%
i) Name of subsidiaries which are
yet to commence operations : Nil
ii) Name of subsidiaries which have been
liquidated or sold during the year : Nil
Part ‘‘B’’ : Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to
Associate Companies and oint Ventures
(i) The company has no associate company in terms of Section 2(6) of the Companies Act, 2013. The
Company has no joint ventures.
(ii) Names of associates or joint ventures which are yet to commence operations : Not Applicable
(iii) Names of associates or joint ventures which have been liquidated or sold during the year : Not Applicable

K E P T B L A N K
172
B&A Limited
CIN: L01132AS1915PLC000200
Registered Office : Indu Bhawan, Mahatma Gandhi Road, Jorhat - 785001, Assam
Corporate Office : 113, Park Street, 9th Floor, Kolkata - 700016
Phone : (033) 2265 7389, (033) 40047472, Fax (033) 2265 1388
Email : [email protected], Website: www.barooahs.com
ECS MANDATE FORM

To
MCS Share Transfer Agent Ltd.
383, Lake Gardens,1st floor, Kolkata 700045
Phone: (033) 4072-4051 (3 lines)
Fax: (033) 4072 4050, Email: [email protected]
Ref : Payment of Dividend (Please Tick One) :
I wish to participate in the Electronic Clearing Service (ECS) introduced by Reserve Bank of India.
I do not wish to participate in the ECS. However, kindly print the bank particulars given below on the Dividend Warrant being
sent to me.
1) Name of the Holder (in block letter) : ........................................................................................................................
2) Regd. Folio No. : .......................................................................................................................
3) Particulars of Bank :
a) Name of Bank : .......................................................................................................................
b) Branch Address : .......................................................................................................................
TEAR FROM HERE
c) 9 digit Code Number of the Bank &

Branch as appearing in the MICR
Cheque issued by the Bank
(Please attach a photocopy or blank cancelled cheque issued by your Bank relating to your above account for verifying
accuracy of the Code No.)
d) Account Type (Please Tick): : Savings Current Cash Credit

e) Ledger Folio No. of your
Bank Account (if any) :
f) Account No. :
I here by declare that the particulars above given are correct and complete. I undertake to inform any subsequent changes in
my above particulars before the relevant book closure dates. If the payment is delayed or not effected at all for any reason(s)
beyond the control of the Company, I would not hold the Company responsible.
Place :
Date: Signature of the First Holder
NOTES :
1) Please ensure that the details submitted by you are correct as any error therein could result in the dividend payment to be
credited to a wrong account.
2) Attach a xerox copy of a cheque or blank cancelled banks name, branch name and code number.
3) The 9 digit code number of your bank and branch is mentioned on the MICR band next to the Cheque number.
4) Members desirous to participate in ECS / to get bank particulars printed in the dividend warrants, are requested to complete
this form and send to the Registrar at the above mentioned address on or before 7th September, 2019
5) Member should note that ECS instructions will supersede the instructions regarding Bank details given by the members earlier.
173
K E P T B L A N K
B&A Limited
Form No. SH-13
Nomination Form
[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies
(Share Capital and Debentures) Rules 2014]
To :
I/We …………………………………….. the holder(s) of the securities particulars of which are given hereunder
wish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights
in respect of such securities in the event of my/our death.
(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)
Nature of Folio No. No. of Certificate Distinctive No.
securities securities No. From To
(2) PARTICULARS OF NOMINEES -

Name Date of Birth
Father’s/Mother’s/ Occupation
Spouse’s Name
Address Nationality
PIN Code
Relationship with Phone No.
the security holder
E-mail id Mobile No.
Signature of IT PAN/
Nominee Others
(3) IN CASE NOMINEE IS A MINOR -
Name Date of Birth

Name of guardian: Date of attaining
majority
Address of guardian: Relationship with
Minor
Name of Security Holder(s) Signature

1.
2.
3.
Witness Signature
Name :
Address :
Contd.
B&A Limited
Please fill this Nomination form in Duplicate after carefully reading the instructions given below:
1. The Nomination can be made by individuals only holding shares singly or jointly. Non-individuals
including Society, Trust, Body Corporate, Partnership firm, Karta of Hindu Undivided Family and Power
of Attorney holder cannot nominate.
2. The nominee shall not be a Trust, Society, Body Corporate, Partnership firm, Karta of Hindu Undivided
Family and power of attorney holder.
3. The shareholder(s) can nominate a minor as a nominee and in that event the name and address of the
guardian shall be provided.
4. As per section 72 of Companies Act 2013, if the shares are held by more than one person jointly, then
the joint holders may together nominate a person to whom all the rights in the shares of the Company
shall vest, in the event of death of all the joint holders.
5. If the shares are held jointly, subsequent to the death of anyone of the holders, the shares would not
be registered in favour of the nominee but would be transferred in the name of the surviving shareholders.
6. The nomination form filled in “duplicate” should be lodged with the Registrar and Share transfer Agent
of the Company i.e. M/s. MCS Share Transfer Agent Limited, Unit: B & A Limited, Address: 383, Lake
Gardens, 1st floor, Kolkata – 700045, Phone: (033) 4072 4051/52/53. The Registrar will return one
copy of the nomination form to the shareholder after registering the nomination. The registration number
allotted will be furnished in the said form.
7. The shareholder(s) can cancel or change an earlier nomination by executing Form No. SH-14 (Cancellation
or Variation of Nomination form).
8. Nomination stands cancelled whenever the shares in the given folio are transferred /dematerialized.
Also in case of change in folio due to consolidation/ transmission a new nomination has to be filed.
9. The nomination made through Form No. SH-13 will be considered valid if the nomination made by the
holder(s) of the shares is registered with the company before the death of the registered holder(s) of
the shares.
10. Kindly note that the nomination being a legal document should be dated by the nominator and the
witness should certify that the nominator has signed the form in their presence. Furthermore the date
of execution on the Nomination Form should match with the date of witness, witnessing the document.
11. A copy of photo identity proof (like PAN/Passport) of nominee is required.
FOR OFFICE USE ONLY
Nomination Registration No. Date of Registration Signature of the Official

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Corporate Overview Statutory Reports Financial Statements

Annual Report 2018-19 1

Notice of Annual General Meeting

Annual Report 2018-19 3

Annual Report 2018-19 5

Annual Report 2018-19 7

(v) Now Enter your User ID

Annual Report 2018-19 9

Annual Report 2018-19 11

Name of the Number of Remuneration Name of the Category of Committee Chairmanship in

Mr. Anjan Five 4.24 B&A Independent i) Stakeholder’s i) Audit

Mr. Raj Kamal Five 2.50 Premier Independent Audit Audit

EXPLANATORY STATEMENT PURSUANT TO Key Managerial Personnel of the Company, or their

Annual Report 2018-19 13

Item No. 8 Mr. Somnath Chatterjee was also serving B&A

Annual Report 2018-19 15

the combined remuneration paid or payable by 4. Foreign investments or collaborations, if any:

Turnover 12132.96 12265.56 B&A Packaging India Ltd 12.48 5.00

Profit after tax 176.87 604.87 Total 45.03 35.05

Annual Report 2018-19 17

2. The remuneration received by Mr. Somnath Place : Kolkata D. Chowdhury

Particulars Year ended Year ended

Annual Report 2018-19 19

Operating Positions as on 31st March 2019

Annual Report 2018-19 21

Annual Report 2018-19 23

For and on behalf of the Board of Directors

Place : Kolkata Anjan Ghosh Somnath Chatterjee

ANNEXURE TO DIRECTORS’ REPORT ANNEXURE - A

I. REGISTRATION AND OTHER DETAILS

Serial Name and Description of NIC Code of the % of total turnover

1. Growing of Tea 01271

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Serial Name and address CIN/GLN Holding/ % of shares Applicable

Annual Report 2018-19 25

Category of No. of Shares held at the No. of Shares held at the

Category of No. of Shares held at the No. of Shares held at the

Annual Report 2018-19 27

ii) Shareholding of Promoters.

Sl. No. Shareholder’s Shareholding at the Shareholding at the %

Serial Name of the Shareholder Shareholding Cumulative Shareholding

3. Pramod Prakash Mitra

Annual Report 2018-19 29

Serial Name of the Shareholder Shareholding Cumulative Shareholding

Date-wise transactions are available at the website of the company at https://www.barooahs.com

v) Shareholding of Directors and Key Managerial Personnel.

Serial Name of the Director/ Shareholding Cumulative Shareholding

1. Mrs. Anuradha Farley

2. Mr. Somnath Chatterjee

3. Mr. Bhramar Kumar Mahanta

4. Mr. Tapas Kumar Chatterjee

V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not

Secured Loans Unsecured Deposits Total

Indebtedness at the beginning

Indebtedness at the end

Annual Report 2018-19 31

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Serial Particulars of Remuneration Somnath Chatterjee Total

B. Remuneration to other Directors.