Directors Report of B&A Packaging India Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Eighth Annual Report of the Company together with the Financial Statements for the year ended 31st March, 2014.

OPERATING RESULTS (Rs. In Lakh)

Particulars For the Year For the Year ended 31st ended 31st March,2014 March,2013

Net Sales 4052.25 3089.39

Other Income 17.81 36.26

Total 4070.06 3125.65

Less : Total Expenditure 3533.70 2792.80

Profit before Interest, Depreciation and Tax 536.36 332.85

Less: Interest 221.55 218.62

Profit before Depreciation and Taxation 314.81 114.23

Less: Depreciation 71.38 68.87

Profit before Tax 243.43 45.36

PERFORMANCE REVIEW

With the Indian economy decelerating, growth rates dipped as inflation and interest costs started climbing up. Despite these constraints and the challenging environment, your Company performed well. During the year 2013-14, the gross turnover of the Company has increased to Rs.4422.14 lacs as against Rs. 3402.20 lacs for the previous year ended 31st March, 2013 representing a healthy growth. The Company has achieved higher profit before tax at Rs. 243.43 lacs compared to Rs. 45.36 lacs, during the previous year.

The Gross Turnover of the two divisions of the Company were as under:

(? In Lakh)

Division 2013-14 2012-13

Paper Sacks Division 3634.62 3131.28

Flexible Packaging Division 782.30 260.60

As reported in the last Board report, the initiatives/various measures and vigorous marketing undertaken by your company during the year under review in increasing productivity and efficiency have led to improvement of the operational performance in terms of production, sales and profitability, which is visible from the operational performance for the year under review. Your management will continue their effort in improving the performance of the company to bring back on track by expanding market and concentrating more in value added structure to increase not only volume but also profit margins.

The results of cost reduction initiatives and operational efficiencies will be further visible in the current financial year 2014-15 as your company has continued the initiatives to optimize capacity utilization in both the units.

Paper Sacks Division

During the year under review, the Paper Sacks could achieve growth of more than 15% resulting in better profitability than previous year. However, the quantity of paper sacks sold remained same compared to previous year. Your company has suffered a loss of sale by 50% at carbon black sector due to recession in the Automobile industry which has affected the division in terms of business volume.However the loss has been compensated by sale of higher volume of high value added sacks in other sectors like Chemical, powder paints and attributed significantly toward the over all growth of this division.

Flexible Division

During the year under review, the performance of flexible division was satisfactory and it has achieved higher turnover than previous year. The turnover of Flexible Packaging Division was almost triple compared to the previous year. Your Company could add many new customers during the year under review which has resulted in growth in this segment. However, this Division could not be operated to its optimum level of production capacity due to severe competition and flat demand.

FUTURE OUTLOOK

The Company expects that domestic market for paper sacks and flexible laminate pouches will expand, despite pressure on overall economic growth. The Company is positioned for the anticipated growth in business with an appropriate structure, strategy and capabilities. Your Company is planning to open a representative office in the Baroda, Gujarat where huge market for our brand of Products exists and will help the company to approach the potential customers .It is expected that the turnover of the Company is likely to improve considerably.

The flexible sector has suffered lot due to lesser demand, price undercut and cut throat competition. Many units have closed their operation due to severe loss in this segment. However, your company has focused from volume job at marginal contribution to small but high priced job. During the current year the company has targeted to move on along with medium sized volume at better contribution.

In the present business scenario and despite the fragmented nature of the industry which is dominated by few big players the Company is expecting 10% to 15% growth in its business. The Company is focusing more to capture the market of imported paper sacks for achieving better contribution.

DIVIDEND

Your Directors are pleased to recommend a dividend of 2.5% on the equity shares of Rs.10/- each of the Company for the financial year 2013-14.The distribution of dividend will result in payout of Rs. 12,40,125/- excluding tax on dividend.

DIRECTORS

Dr. Hemendra Prasad Barooah, Chairman of the Company ceased to be director of the company due to sad demise on 31st July, 2013. The Board expresses its profound grief on the sudden demise of Dr. Hemendra Prasad Barooah founder Chairman of the Company and place on record its deep appreciation for the valuable contribution made by him in the Corporate sector and remember his achievements, in the tea and packaging industry and also the contribution made by him during his tenure as Chairman and Whole time Director on the Board of the Company.

Mr. Panchkari Banerjee, Director of the Company ceased to be director of the company due to sad demise on 25th September, 2013. The Board expresses its deep condolences at the sad demise of Mr. Panchkari Banerjee and place on record deep appreciation for the service rendered by him during his tenure as member of the Board.

Mr. Sudipto Sarkar, Director of the Company has resigned from the Board due to personal reasons w.e.f. 2nd September,2013. The Board placed on record its high appreciation for the valuable advice rendered by Mr. Sarkar during his tenure as a director of the Company.

The Board has appointed Mr. Amit Chowdhuri and Mrs. Anuradha Farley as an Additional Directors of the Company w.e.f. 5th November,2013 and 13th November,2013 respectively. Mrs. Farley has also been nominated as Chairman of the Company by the Board of Directors on that date. Pursuant to section 161 of the Companies Act,2013, Mrs. Anuradha Farley and Mr. Amit Chowdhuri will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from two members of the company proposing their appointment as directors of the Company. Mr. Amit Chowdhuri has been appointed as an ''Independent Director'' of the Company by the Board of Directors with effect from 23rd May, 2014 pursuant to provision of sections 149, 150 and 152 read with Schedule IV of the Companies act, 2013 and subject to approval of the members in the ensuing Annual General Meeting.

Mrs. Gargi Barooah, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer herself for re-appointment.

As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, the relevant details of Directors retiring by rotation and seeking re-appointment at the ensuing Annual General Meeting are given in the report of Corporate Governance.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee at its meeting dated 23rd May, 2014 has recommended their re-appointment. As required under the provisions of section 139(1) of Companies Act, 2013 & the Companies (Audit & Auditors) Rules 2014,your Company has obtained a written certificate from the Auditors proposed to be re- appointed to the effect that, if the appointment is made it shall be in accordance with the conditions as may be prescribed.

FIXED DEPOSITS

Your Company has not invited or accepted any deposits from the public during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and in case of material departures, proper explanations have been given in the accounts and notes thereon.

- The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit of the Company for the year ended on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities.

- The Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

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

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure -A which forms a part of this Report.

ENTERPRISE RESOURCE PLANNING (ERP)

The Company is in the process of upgrading its existing Enterprise Resources Planning (ERP) system which will help the company more to integrates the various functions within the organization and presents in a greater manner with the greater transparency of the transactions. It will further strengthen internal controls, compliances and will help in improving the quality and efficiency of the business operations in future.

The upgraded ERP is expected to put in place strong checks and balances particularly in financial matters ensuring greater transparency.

ACCOLADES & RECOGNITIONS

During the year under review your Company has received some honours which reflect company is growing and is in the right direction. Some of the accolades/recognitions are:

- CRISIL has ranked the Company 22nd position in the East Zone of India in its Unmatched coverage of rating of 351 companies of packaging and mentioned it in its Report under CRISIL Industry Insights.

- Received trophy from Indian Institute of Packaging for contribution in the National Conference of Packaging.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Your Company focuses on environmental management not only to comply with the applicable regulatory regime but also strives to contribute positively to the communities around its operations. The Paper sacks and its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority towards environment protection, occupational health and safety and is committed for this. The Company focus on the conservation of natural resources to the extent possible.

Your Company has received ISO 22000:2005 food grade certificate, ISO 14001- Environment Management System and OHSAS 18001- Occupational Health & Safety Standard certificates. Your Company is also pursuing BRC(British Retail Consortium) IOP, the highest form of auditing process for application in food packaging.

COST AUDIT

The Cost accounts maintained by the company in respect of "Paper sacks and Flexible packaging" is being audited by a reputed firm of Cost Accountant, M/s S. B. & Associates, Cost Accountants appointed by Board of Directors with the approval of the Ministry of Corporate Affairs. The Cost accounting records for the year ended 31st March, 2014 were maintained as per the Companies (Cost Audit Report) Rules, 2011.

INSURANCE

Your Company has taken adequate insurance cover for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 "has been notified on 9th December, 2013. Under the said Act every company is required to set up a Committee to look into complaints relating to sexual harassment at work place of any women employee. In view of the said Act, the Company has formed Internal Complaint Committee.

Your Company has not received any complaints relating to sexual harassment at work place from any women employee, during the year.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

STATUTORY DECLARATION

None of the directors of the Company are disqualified as per the provisions of section 274(1)(g) of the Companies Act,1956. The directors have made necessary disclosures as required under the various provisions of the Act.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co- operation received from Bank, Government Authorities, customers, vendors and other business associates during the year under review and thank the Members for the confidence they have reposed in the Company and its management.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

For and on behalf of the Board of Directors

Anuradha Farley

Chairman

Date : 23rd May, 2014 Place: Kolkata

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report of the Company together with the audited accounts for the year ended 31st March, 2013.

OPERATING RESULTS

(Rs. In Lakh)

Particulars For the Year For the Year ended 31st ended 31st March, 2013 March, 2012

Net Sales and Other Income 3125.65 2955.48

Less : Total Expenditure 2792.80 2571.36

Profit before Interest, Depreciation and Tax 332.85 384.12

Less: Interest 218.62 116.93

Profit before Depreciation and Taxation 114.23 267.19

Less: Depreciation 68.87 16.33

Profit before Tax 45.36 250.86



PERFORMANCE REVIEW

Paper Sacks Division

During the year under review, the Paper Sacks Division recorded marginally lower sales compared to last year. The major reasons are intake of lower volume of Tea Sacks due to change in policy of some of the major buyers. A shift had been observed from paper sacks to Polypropylene sack for medium and cheaper tea. The other reason are recession in the automobile industry, resulted in sale of lower volume of carbon black sacks.Good growth happened in other sacks segment specially chemical.

Flexible Packaging Division

Regarding the new Flexible Packaging Unit, the performance during the year was not encouraging. The unit fell short of its targeted volume.The Company could not achieve the target since the business did not stabilize during the year as was anticipated earlier.

Due to ban by the Supreme Court on the Guthka Industry regarding usage of plastics, the flexible division has had to cut down on their production volume by 30% to 35%.Big and medium flexible laminate units have to cut down heavily on costs for survival.

Since the growth possibility in this unit could be phenomenal, we may have to nurture this for some more time by infusing additional investment and/or working capital.

FUTURE PROSPECTS

Paper Sacks Division

Effort are being made to increase the volume of sales. The Company has approached new buyer in South India & Dooars and is also pursuing the existing major buyers to increase the volume of Tea sacks. Initial months of the current year are showing positive results for tea sack sale. Chemical segment to be consolidated further, which your directors are considering to explore. Initiation has also been taken for marketing of 2 ply Paper sacks for export to the Kenya Tea Development Authority.

Flexible Packaging Division

Your Director are constantly monitoring the flexible unit and making all possible efforts to improve the performance of the Company. We are negotiating with major Corporate houses for the breakthrough of business volume and we are expecting positive movement shortly.

We are hopeful that 2014 will be a better year for both this unit.

DIVIDEND

The Dividend recommended by the Directors for the year ended 31.03.2012 was not adopted by the shareholders in the last Annual General Meeting and thereof no dividend was paid.

In view of smallness of profit and keeping in view the fund requirement for the new flexible project your directors do not recommend any dividend for the year ended 31st March,2013.

DIRECTORS

Mr. Vijay Raghuram Shetty has ceased to be director of the Company as he was not reappointed by members in the last Annual General Meeting.

Mr. Tarun Chandra Dutt ceased to be director of the company due to sad demise on 2nd March,2013. The Board express their deep condolences at the sad demise of Mr. Tarun Chandra Dutt and place on record its deep appreciation for the service rendered by him during his tenure as member of the Board.

Mr. Ranadurjoy Roy Choudhury, Managing Director of the Company has resigned from the Board w.e.f. 29th April,2013.

The Board has appointed Mr. Somnath Chatterjee as an Additional Director of the Company w.e.f. 30th April,2013.Pursuant to section 260 of the Companies Act,1956, Mr. Somnath Chatterjee will hold office upto the date of ensuing Annual General Meeting. The Company has received notice in writing from a member of the company proposing his appointment as director of the company.

Mr. Anjan Ghosh and Mr. Sudipto Sarkar, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

CHANGE IN COMPANY SECRETARY

During the year under review Mr. Rajiv Gupta resigned w.e.f 17th July, 2012 and the place was filled by appointment of Mr. Gunjan Kr. Chaurasia as Company Secretary w.e.f. 1st November, 2012.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated 28th May, 2013 has recommended their re-appointment and they also confirm that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the year under review.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance and Management Discussion and Analysis forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

In the preparation of Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards issued by The Institute of Chartered Accountants of India had been followed and in case of material departures, proper explanations has been given in the accounts and notes thereon.

The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the Profit or Loss on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities.

The Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

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

A) Conservation of Energy :

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole manufacturing process is not power intensive, the details required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continuous efforts are being put to conserve energy at its maximum possible level. The Flexible Packaging unit will also be using HSD besides electricity. Superior quality boiler has been chosen to make most efficient consumption of fuel.

B) Technology Absorption :

Presently, the company is not engaged in any activity relating to technology absorption.

C) Foreign Exchange Earnings and outgo: (Rs. In Lakh)

PARTICULARS 31.03.2013 31.03.2012

Earnings in Foreign Currency 157.78 94.23

Expenditure in Foreign Currency 914.69 1049.65

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority towards environment, occupational health and safety. Recipient of ISO 22,000:2005 food grade certification, your Company is committed towards highest degree of safety, health and environment protection.

Your Company has received ISO 14001- Environment Management System and OHSAS 18001- Occupational Health & Safety Standard certificates.

COST AUDIT

The cost accounts maintained by the company in respect of ''Paper sacks and Flexible packaging'' is audited by a reputed firm of Cost Accountant appointed by Board of Directors with the approval of the Ministry of Corporate Affairs.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

STATUTORY DECLARATION

None of the directors of the Company are disqualified as per the provisions of section 274(1)(g) of the Companies Act,1956. The directors have made necessary disclosures as required under the various provisions of the Act.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co- operation received from Bank, Government Authorities, customers, shareholders, vendors and other business associates during the year under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee H. P. Barooah

Director Executive Chairman

Date : 28th May, 2013

Place: Kolkata

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Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company together with the audited accounts for the year ended 31st March, 2012.

OPERATING RESULTS (Rs. In Lakh) Period ended Period ended 31st March, 2012 31st March, 2011 Particulars consisting of consisting of 15th 12 months (From months (From 01.04.2011 to 31.3.2012) 1.1.2010 to 31.03.2011)

Net Sales and Other Income 2955.48 2745.34

Less : Total Expenditure 2571.36 2397.32

Profit before Interest, Depreciation and Tax 384.12 348.02

Less: Interest 116.93 105.42

Profit before Depreciation and Taxation 267.19 242.60

Less: Depreciation 16.33 19.47

Profit before Tax 250.86 223.13

Less: Current Taxation 78.00 74.10

Tax for earlier Years (5.39) NIL

Deferred Taxation 1.45 3.60

Profit after Tax (PAT) available for appropriation 176.80 145.43

Proposed Dividend (14.88) NIL

Corporate Dividend Tax (2.41) NIL

Add: Balance of Profit / (Loss) brought forward 75.72 (69.71)

Balance of Profit carried to Balance Sheet 235.23 75.72

YEAR IN RETROSPECT

The net sales and other income for the period under review were ' 2,955.48 lakhs as against ' 2,745.34 lakhs during the previous financial year ended 31st March, 2011 comprising of 15 months from 01.01.2010 to 31.03.2011. Profit after tax for the period under review registered an increase of approximately 22 %.

DIVIDEND

Your Board of Directors are pleased to recommend a dividend of 3% (30 paise) on equity share capital of the Company for the financial year 2011-12. The distribution of dividend will result in payout of ' 14.88 lakh excluding tax on dividend.

DIRECTORS

Mr. Panchkari Banerjee and Mr. Vijay Raghuram Shetty, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Hemendra Prasad Barooah has been re-appointed as the Chairman-cum-Wholetime Director of the Company, subject to your approval in the ensuing Annual General Meeting, for a period of five years commencing 1st November, 2011 to 31st October, 2016.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

CHANGE IN COMPANY SECRETARY

During the year under review Ms. Nabagataa Choudhury resigned w.e.f 15th Feburary, 2012 and the place was filled by appointment of Mr. Rajiv Gupta as Company Secretary w.e.f 8th May 2012.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee at its meeting dated 23rd May, 2012 has recommended their re-appointment and they also confirm that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the year under review.

CHANGE IN FINANCIAL YEAR

The Directors of your Company has decided to change the financial year of your Company to commence from the month of April every year and end on March of the succeeding year.

Accordingly, in order to give effect to the change, the previous period for comparing is of 15 months commencing from 1st January 2010 and ending on 31st March 2011.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of conditions of corporate governance is annexed to this report.

NEW PROJECT

2200 MT Flexible Packaging project has been taken in hand and is well on its way towards completion. The plant has been commissioned from 1st April 2012.

The plant is expected to reach 70% of its rated capacity by 2013 leading to an additional turnover of ' 25 Cr.

QUALITY SYSTEMS CERTIFICATION

Your Company is recipient of ISO 9001:2008 Quality System Certification. Additionally the Company has also achieved certification to ISO 22000:2005, standard for Food Safety Management. Your Company's focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection. Various proactive measures have been adopted and implemented which inter alia include conservation of resources, adoption of cleaner technology, training of employees and others.

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards issued by The Institute of Chartered Accountants of India had been followed and in case of material departures, proper explanations has been given in the accounts and notes thereon.

- The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2012 and of the Profit or Loss on that date.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting fraud and other irregularities.

- The Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

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

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole manufacturing process is not power intensive, the details required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continuous efforts are being put to conserve energy at its maximum possible level. The Flexible Packaging unit will also be using HSD besides electricity. Superior quality boiler has been chosen to make most efficient consumption of fuel.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both eco friendly and do not generate pollution. Your Company accords highest priority towards environment, occupational health and safety. Recipient of ISO 22,000:2005 food grade certification, your Company is committed towards highest degree of safety, health and environment protection.

To maintain our safety leadership so as to help our customers for export to European countries the Company is also in the process of implementing OHSAS 18001- Occupational Health & Safety Standard and ISO 14001- Environment Management System Certification.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co-operation received from Bank, Government Authorities, Customers, Shareholders, Vendors and other business associates during the year under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee R. Roy Choudhury

Director Managing Director

Place: Kolkata

Date : 23rd May, 2012

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Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Fifth Annual Report of the Company together with the audited accounts for the fifteen months period ended 31st March, 2011.

OPERATING RESULTS (Rs In Lakh) Period ended Period ended 31st March, 31st December, 2011 2009 Particulars consisting of 15 consisting of 12 months (From months (From 1.1.2010 to 1.1.2009 to 31.3.2011) 31.12.2009)



Net Sales and Other Income 2745.34 1,875.56

Less : Total Expenditure 2397.32 1,586.41

Profit before Interest, Depreciation and Tax 348.02 289.15

Less: Interest 105.42 122.43

Profit before Depreciation and Taxation 242.60 166.72

Less: Depreciation 19.47 40.63

Profit before Tax 223.13 126.09

Less: Current Taxation including FBT 74.10 43.59

Deferred Taxation 3.60 21.25

Profit after Tax (PAT) 145.43 61.25

Less: Income Tax for earlier years NIL NIL

Prior period adjustment NIL NIL

Profit available for appropriation 145.43 61.25

Add: Balance of loss brought forward (69.71) (130.96)

Balance of loss carried to Balance Sheet 75.72 (69.71)

YEAR IN RETROSPECT

The net sales and other income for the period under review were Rs 2745.34 lakhs as against 1,875.56 lakhs during the previous financial year ended 31st December, 2009 comprising of 12 months from 01.01.2009 to 31.12.2009, booking an increase of approximately 46% which is quite optimistic. Profit after tax for the fifteen months period ended 31.03.2011 registered an encouraging increase of approximately 137%.

CHANGE OF COMPANY'S NAME

The name of your Company has been changed from "B & A Multiwall Packaging Limited" to "B & A Packaging India Limited" with effect from 8th July, 2010. A fresh Certificate of Incorpora- tion has been issued by the Registrar of Companies, Orissa to this effect.

DIRECTORS

Mrs. Gargi Barooah and Mr. Tarun Chandra Dutt, Directors, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

Mr. Sudipto Sarkar who was appointed by the Board of Directors of your Company in its meeting held on 4th February, 2011 as an Additional Director in terms of Article 89 of the Articles of Association of your Company hold office up to the date of ensuing Annual General Meeting. Your Company has received notice under Section 257 of the Companies Act, 1956 proposing Mr. Sudipto Sarkar for the Office of Director to be elected by the members in the ensuing Annual General Meeting.

Mr. Ranadurjoy Roy Choudhury has been re-appointed as the Managing Director of the Company, subject to your approval in the ensuing Annual General Meeting, for a period of three years w.e.f. 1st September, 2010.

The proposals regarding the appointment/re-appointment of the aforesaid Directors are placed for your approval.

AUDITORS

M/s. APS Associates, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated 21st May, 2011 has recommended their re-appointment and they also confirm that their re- appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the period under review.

CHANGE IN FINANCIAL YEAR

The Directors of your Company has decided to change the financial year of your Company to commence from the month of April every year and end on March of the succeeding year.

Accordingly, in order to give effect to the change, the period under review is of 15 months commencing from 1st January 2010 and ending on 31st March 2011.

CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on Corporate Governance forms part of the Annual Report. A certificate from the Statutory Auditor of the Company regarding compliance of conditions of corporate governance is annexed to this report.

NEW PROJECT

1800 MT Flexible Packaging project has been taken in hand and is well on its way towards completion. The plant is expected to be commissioned by October, 2011.

The plant is expected to reach 70% of its rated capacity by 2013 leading to an additional turnover of 36 Cr.

QUALITY SYSTEMS CERTIFICATION

Your Company is recipient of ISO 9001:2008-Quality System Certification. Additionally the Company has also achieved certification to ISO 22000:2005, standard for Food Safety Management. Your Company's focus on sustainable development will continue to be reinforced by improving standards of safety and environmental protection. Various proactive measures have been adopted and implemented which inter alia include conservation of resources, adoption of cleaner technology, training of employees and others.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

- In the preparation of annual accounts for the fifteen months period ended 31st March 2011, the applicable accounting standards have been followed and in case of material departures, proper explanations have been given in the accounts and notes thereon ;

- The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit or Loss on that date ;

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities ; and

- The accounts for the fifteen months period ended 31st March, 2011 have been prepared on a going concern basis.

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

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole manufacturing process is not power intensive, the details required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continuous efforts are being put to conserve energy at its maximum possible level.

B) Foreign Exchange Earnings and Outgo:

(Rs In Lakh)

Particulars 31.03.2011 31.12.2009

Earnings in Foreign Currency 7.82 48.64

Expenditure in Foreign Currency 1,033.69 553.81

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both echo friendly and do not generate pollution. Your Company accords highest priority towards environment, occupational health and safety. Recipient of ISO 22000:2005 food grade certification, your Company is committed towards high- est degree of safety, health and environment protection.

To maintain our safety leadership so as to help our customers for export to Eropean countries the Company is also in the process of implementing OHSAS 18001 – Occupational Health & Safety Standard and ISO 14001 - Environment Management System Certification.

PARTICULARS OF EMPLOYEES

During the period under review none of the employees was in receipt of remuneration the aggregate of which exceeds the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, for disclosure in the report of the Board of Directors.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the continuous assistance and co- operation received from Bank, Government Authorities, customers, shareholders, vendors and other business associates during the period under review.

Your Directors place on record their deep appreciation for the dedicated efforts and contribution of the employees at all levels and look forward to their continued support in the future as well.

Your Directors look forward to the future with confidence.

For and on behalf of the Board of Directors

P. Banerjee R. Roy Choudhury Director Managing Director

Place: Kolkata Date : 21st May, 2011

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Dec 31, 2009

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company together with the audited accounts for the year ended 31st December, 2009.

OPERATING RESULTS (Rs. In Lakh)

Particulars 31.12.2009 31.12.2008 Net Sales and Other Income 1,875.56 2,055.76 Less: Total Expenditure 1,586.41 1,778.84 Profit before Interest,Depreciation & Tax 289.15 276.92 Less: Interest 122.43 116.89 Profit before Depreciation and Taxation 166.72 160.03 Less: Depreciation 40.63 56.94 Profit before Tax 126.09 103.09 Less: Current Taxation including FBT 43.59 13.52 Deferred Taxation 21.25 28.20 Profit after Tax (PAT) 61.25 61.37 Less: Income Tax for earlier years NIL NIL Prior period adjustment NIL NIL Profit available for appropriation 61.25 61.37 Add: Balance of loss brought forward (130.96) (192.33) Balance of loss carried to Balance Sheet (69.71) (130.96)

YEAR IN RETROSPECT

The net sales and other income for the year under review were Rs 1,875.56 lakh as against Rs.2,055.76 lakh for the previous financial year booking a decline of approximately 8.77%. The profit after tax for the year under review was Rs. 61.25 lakh in comparison to Rs.61.37 lakh in previous fiscal, which also registered a marginal decline of 0.19% in profitability.

DIRECTORS

Mr. Panchkari Banerjee and Mr. Vijay Raghuran Shetty, Directors will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

M/s. APS Associates, Chartered Accountants, the Statutory Auditors of the Company will retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Audit committee at its meeting dated 28th January, 2010 has recommended their re-appointment and they also confirm that their re-appointment, if made, would be in conformity with the limits specified under section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS

No deposit has been accepted from the public during the year under review.

CORPORATE GOVERNANCE

As required by clause 49 of the Listing Agreement with Stock Exchange, a separate report on Corporate Governance froms part of the Annual Report. A certificate from the Statutory Auditors of the Company regarding compliance of condition of Corporate Governance is annexed to this report.

NEW PROJECT

After successful completion of the Extrusion Lamination project, the Company has taken in hand a major diversification project in the area of Flexible Packaging Material. These find their usage in

- Food items like biscuits, tea, edible oils, cereals, etc.

- Spices

- Personal care products like hair oil, shampoo, soap, etc.

- Detergents

A study of the market shows that the domestic consumption in this field is growing at more than 15% annually and demand far outstrips supply in the eastern region. Feasibility report has been prepared and submitted to the Bank for their approval.

QUALITY SYSTEMS CERTIFICATION

Your Company is already certified to ISO 9001:2000 -Quality System. Additionally the Company has also achieved certification to ISO 22000:2005, standard for Food Safety Management. This will not only ensure that tea producers are offered packaging material conforming to food safety system, but also this should stand the Company in good stead for the new project of flexible packaging materials involving food product packaging.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

i) In the preparation of Annual Accounts for the year ended 31st December, 2009, the applicable accounting standards issued by The Institute of Chartered Accountants of India had been followed and in case of material departures, proper explanations has been given in the accounts and notes thereon.

ii) The accounting policies adopted in the preparation of the annual accounts have been applied consistently and reasonable and prudent judgements and estimates have been made so as to give a true and fair view of the state of affairs of the Company as on 31st December, 2009 and of the Profit or Loss on that date.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and detecting frauds and other irregularities.

iv) The Annual Accounts for the year ended 31st December, 2009 have been prepared on a going concern basis.

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

A) Conservation of Energy

Electricity is the only form of energy being used in the existing production process which is also very minimal. As the whole production process is not power based, the details required under companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not given. However, continues efforts are being put to conserve energy at its maximum possible level.

SAFETY, HEALTH AND ENVIRONMENT PROTECTION

Paper sacks and its manufacturing process are both echo-friendly and do not generate pollution. Moreover, after getting ISO 22,000:2005 food grade certification, your company is endeavouring to achieve highest degree of safety, health and environment protection.

PARTICULARS OF EMPLOYEES

There was no employee who received remuneration of Rs.24,00,000/- or more per annum or at a rate of Rs.2,00,000/- or more per month during the financial year under review. Therefore, the disclosure pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended, are not given.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for assistance and co-operation received from Bank, Government Authorities, customers and vendors during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staffs and workers of the Company.

For and on behalf of the Board of Directors

P. Banerjee R. Roy Choudhury Director Managing Director

Place: Kolkata Date: 28th January, 2010