B & A Ltd. — Audit Report / Information 2024

May 30, 2024

30th May 2024

B&A/KOL/DDC/116

To, The General Manager, Department of Corporate Affairs BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Dear Sir,

Scrip Code No. 508136

Sub: Submission of Annual Secretarial Compliance Report for the financial year ended 31st March 2024

In compliance with Regulation 24A(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, please find enclosed Annual Secretarial Compliance Report for the financial year ended 31st March 2024 issued by CS Binita Pandey, Practicing Company Secretary (ACS 41594/CP No.-19730) of T Chatterjee & Associates, Practicing Company Secretaries for the financial year ended 31st March 2024.

Yours faithfully,

For B & A Limited

DEBDIP Digitally signed by DEBDIP CHOWDH CHOWDHURY Date: 2024.05.30 URY 15:04:32 +05'30' D. Chowdhury Company Secretary

Encl: As stated above

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SECRETARIAL COMPLIANCE REPORT OF B & A Limited For the financial year ended 31-03-2024

[Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018]

To, B&A Limited

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by B & A Limited, CIN: L01132AS1915PLC000200, (hereinafter referred as ‘the listed entity’), having its Registered office at Indu Bhawan, Mahatma Gandhi Road, Jorhat, Assam – 785001, listed on BSE, Scrip Code- 508136. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity’s books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on 31[st] March 2024, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We, T. Chatterjee & Associates, have examined:

• (a) all the documents and records made available to us and explanation provided by B & A Limited (CIN: L01132AS1915PLC000200), having its Registered office at Indu Bhawan, Mahatma Gandhi Road, Jorhat, Assam – 785001, listed on BSE, Scrip Code508136 (hereinafter referred as “the listed entity” )

• (b) the filings/ submissions made by the listed entity to the stock exchange,

• (c) website of the listed entity,

• (d) books, papers, minute books, reports, statements and documents filed with the recognized stock exchange(s) on the electronic platform, other records maintained by the listed entity and electronics record of the official portal of the Stock Exchange.

for the year ended on 31[st] March 2024 (herein after referred as the “Review Period”) in respect of compliance with the provisions, to the extent applicable to the listed entity of:

• (i) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, Circulars, Guidelines issued thereunder; and

• (ii) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, Circulars, Guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

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The specific Regulations, as amended, whose provisions and the Circulars/ Guidelines issued thereunder, have been examined to the extent applicable to the listed entity, include: -

• a. The Securities and Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015; (LODR)

• b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• c. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• d. The Securities and Exchange Board of India (Buyback of Securities) Regulations 2018; (not applicable to the listed entity during review period)

• e. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2021; (not applicable to the listed entity during review period)

• f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations 2008 (not applicable to the listed entity during review period).

• g. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the listed entity during review period).

• h. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• i. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

• j. The Securities and Exchange Board of India (Registrar to as issue and Share Transfer Agents) Regulations, 1993;

• k. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (not applicable to the listed entity during review period)

• and circulars/ guidelines issued thereunder;

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We have examined the compliance of above regulations, circulars, guidelines issued thereunder as applicable during the review period and based on confirmation received from management of the Company as and whenever required and affirm that

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Sr. Particulars Compliance Observations
No. Status / Remark by
(Yes / No / NA) PCS
1 Secretarial Standards: Yes
The compliances of the listed entity are in
accordance with the applicable Secretarial
Standards (SS) issued by the Institute of
Company Secretaries India (ICSI), as notified
by the Central Government under Section
118(10) of the Companies Act, 2013 and
mandatorily applicable.
2 Adoption and timely updation of the Yes
Policies:
 All applicable policies under SEBI
Regulations are adopted with the approval
of board of directors of the listed entities
 All the policies are in conformity with SEBI
Regulations and has been reviewed &
updated on time as per the
regulations/circulars/guidelines issued by
SEBI
3 Maintenance and disclosures on Website: Yes
 The Listed entity is maintaining a
functional website
 Timely dissemination of the documents/
information under a separate section on the
website
 Web-links provided in annual corporate
governance reports under Regulation 27(2)
are accurate and specific which re-directs to
the relevant document(s)/ section of the
website
4 Disqualification of Director: Yes The DIN of
 None of the Director(s) of the Company are Ms. Simeen
disqualified under Section 164 of Hossain is
Companies Act, 2013 as confirmed by the deactivated
listed entity. due to non-
filing of DIR-
3 KYC.
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Sr. Particulars Compliance Observations
No. Status / Remark by
(Yes / No / NA) PCS
5 Details related to Subsidiaries of listed Yes The listed
entities have been examined w.r.t.: entity does
not have any
(a) Identification of material subsidiary material
companies subsidiary
(b) Disclosure requirement of material
as well as other subsidiaries
6 Preservation of Documents: Yes
The listed entity is preserving and
maintaining records as prescribed under SEBI
Regulations and disposal of records as per
Policy of Preservation of Documents and
Archival policy prescribed under SEBI LODR
Regulations, 2015.
7 Performance Evaluation: Yes
The listed entity has conducted performance
evaluation of the Board, Independent
Directors and the Committees at the start of
every financial year / during the financial
year as prescribed in SEBI Regulations
8 Related Party Transactions:
(a) The listed entity has obtained prior Yes
approval of Audit Committee for all
Related party transactions; or
(b) The listed entity has provided detailed
reasons along with confirmation No such case
whether the transactions were
subsequently
approved/ratified/rejected by the
Audit Committee, in case no prior
approval has been obtained.
9 Disclosure of events or information: Yes
The listed entity has provided all the required
disclosure(s) under Regulation 30 along with
Schedule
III of SEBI LODR Regulations, 2015 within the
time limits prescribed thereunder.
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Sr. Particulars Compliance Observations
No. Status / Remark by
(Yes / No / NA) PCS
10 Prohibition of Insider Trading: Yes
The listed entity is in compliance with
Regulation 3(5) & 3(6) SEBI (Prohibition of
Insider Trading) Regulations, 2015.
11 Actions taken by SEBI or Stock Exchange(s), Yes
if any:
No action(s) has been taken against the listed
entity/its promoters/ directors/ subsidiaries
either by SEBI
or by Stock Exchanges (including under the
Standard Operating Procedures issued by
SEBI through various circulars) under SEBI
Regulations and circulars/guidelines issued
thereunder except as provided under separate
paragraph herein ()
12 Additional Non-compliances, if any: Yes
No additional non-compliance observed for
any SEBI regulation/circular/guidance note
etc.
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*Observations /Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

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Sr. Particulars Compliance Status Observations /
No. (Yes / No / NA) Remark by PCS
1 Compliances with the following conditions while appointing / re-appointing an
auditor
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Sr. No. Particulars Compliance Status (Yes/ No/ NA) Observations / **Remark by PCS ***	Sr. No. Particulars Compliance Status (Yes/ No/ NA) Observations / **Remark by PCS ***	Sr. No. Particulars Compliance Status (Yes/ No/ NA) Observations / **Remark by PCS ***	Sr. No. Particulars Compliance Status (Yes/ No/ NA) Observations / **Remark by PCS ***
1 Compliances with the following conditions while appointing / re-appointing an auditor
	i. If the auditor has resigned within 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter; or ii. If the auditor has resigned after 45 days from the end of a quarter of a financial year, the auditor before such resignation, has issued the limited review/ audit report for such quarter as well as the nextquarter;or	NA	There was no event of resignation of Statutory Auditors of the Listed Entity during the review period

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iii. If the auditor has signed the
limited review/ audit report
for the first three quarters of a
financial year, the auditor
before such resignation, has
issued the limited review/
audit report for the last
quarter of such financial year
as well as the audit report for
such financial year.
2 Other conditions relating to resignation of statutory auditor
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iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financialyear.	iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financialyear.	iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financialyear.	iii. If the auditor has signed the limited review/ audit report for the first three quarters of a financial year, the auditor before such resignation, has issued the limited review/ audit report for the last quarter of such financial year as well as the audit report for such financialyear.
2 Other conditions relating to resignation of statutory auditor
	i. Reporting of concerns by Auditor with respect to the listed entity/its material subsidiary to the Audit Committee: a. In case of any concern with the management of the listed entity/material subsidiary such as non-availability of information / non-cooperation by the management which has hampered the audit process, the auditor has approached the Chairman of the Audit Committee of the listed entity and the Audit Committee shall receive such concern directly and immediately without specifically waiting for the quarterly Audit Committee meetings. b. In case the auditor proposes to resign, all concerns with respect to the proposed resignation, along with relevant documents has been brought to the notice of the Audit Committee. In cases where the proposed resignation is due to non- receipt of information / explanation from the company, the auditor has informed the Audit Committee the details of information / explanation sought and not provided by the management, as applicable.	NA	There was no event of resignation of Statutory Auditors of the Listed Entity during the review period

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	c. The Audit Committee / Board of Directors, as the case may be, deliberated on the matter on receipt of such information from the auditor relating to the proposal to resign as mentioned above and communicate its views to the management and the auditor. ii. Disclaimer in case of non-receipt of information: The auditor has provided an appropriate disclaimer in its audit report, which is in accordance with the Standards of Auditing as specified by ICAI / NFRA, in case where the listed entity/ its material subsidiary has not provided information as required bythe auditor.
3	The listed entity / its material subsidiary has obtained information from the Auditor upon resignation, in the format as specified in Annexure- A in SEBI Circular CIR/ CFD/CMD1/114/2019 dated 18th October,2019.	NA	There was no event of resignation of Statutory Auditors of the Listed Entity during the review period

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Further based on the above examinations, we hereby report that, during the review period

• (a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except the matter specified below :

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Sr. Comp Regu Deviation Acti Type Details Fine Observati Management Re
No. liance lation s on of of Amou ons/ Response ma
Requi / Take Action Violation nt Remarks rks
remen Circu n by Advis of the
t lar ory/ Practicing
(Regul No. Clarifi Company
ations/ cation/ Secretary
circula Fine/S
rs/ how
guidel Cause
ines Notice
includ /
ing Warni
specifi ng,
c etc.
clause
)
- - - - - - - - -
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• (b) The listed entity has taken the following actions to comply with the observations made in previous reports:

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Sr. Compli Regu- Devia Acti Type of Details of Fine Observati Man- Remar
No. ance lation tions on Action Violation Amount ons / age- ks
Requir / Take Advisory/ Remarks ment
ement Circu n by Clarification of the Re-
(Regula lar / Practicing sponse
tions/ No. Fine/Show Company
circular Cause Secretary
s/ Notice/
guideli Warning,
nes etc.
includi
ng
specific
clause)
The Listed Company had complied with all the applicable Regulations, hence there were no such
observations in the Previous Report.
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Place: Kolkata Date: 25.05.2024

For M/s T. Chatterjee & Associates Practising Company Secretaries FRN No. - P2007WB067100

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Binita Pandey - Partner ACS : 41594, CP : 19730 UDIN: A041594F000449716 Peer Review No.: 908/2020

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