Sinnar Bidi Udyog Ltd.
|BSE: 509887||Sector: Others|
|NSE: N.A.||ISIN Code: INE896E01023|
|BSE 00:00 | 18 Dec||Sinnar Bidi Udyog Ltd|
|NSE 05:30 | 01 Jan||Sinnar Bidi Udyog Ltd|
|BSE: 509887||Sector: Others|
|NSE: N.A.||ISIN Code: INE896E01023|
|BSE 00:00 | 18 Dec||Sinnar Bidi Udyog Ltd|
|NSE 05:30 | 01 Jan||Sinnar Bidi Udyog Ltd|
(Pursuant to section 134 (3) of Companies Act 2013)
The Directors present the Annual Report of Sinnar Bidi Udyog Limited along with the audited financial statements for the financial year ended March 31 2019. The consolidated performance of the Company and its Associates has been referred to wherever required.
1. Corporate Overview:
Sinnar Bidi Udyog Ltd (Your Company or The Company) is engaged in the activity of trading of Tobacco and processing of Tobacco. The Company has its corporate head office at Nashik.
2. Finanical Results:
The standalone financial results for the Financial Year 2018-19 are as under:
3. Business Operations:
The company carried on the activities of trading of Tobacco and processing of Tobacco during the financial year ended 31 March 2019. The Company's working for the year has resulted in a loss as seen from the above summary. The Loss is primarily on account of decreasing sales turnover and fixed cost/overheads remaining the same thus impacting the margins. The sales turnover reduced from Rs.797.42 lakhs of the previous financial year to Rs.555.35 lakhs for the financial year 2018-19. The downward trend in the turnover of the Company since past three years continued in this year also. This is mainly attributed to the basic nature of the industry in which the company operates. The market situation at present and also in near future in not conducive to the tobacco products in which the company deals. In addition to the stringent regulations on the tobacco industry the company experienced business slowdown during the period under review.
In absence of profits the directors regret their inability to recommend any dividend.
5. Amount carried to the reserves:
No amounts are proposed to be transferred to the reserves.
6. Change in the nature of the Business:
During the year under consideration the company has not made any changes in the nature of its business.
7. Status of Company's Affairs:
During the year there was no change in the status of the company. The company is a listed entity and going concern. The shares of the Company continue to be listed on the Bombay Stock Exchange only.
8. Significant and Material Orders passed:
There were no significant and Material orders passed by any regulators courts or tribunals which have an impact of affecting the company's going concern status and operation of the company in the Future.
9. Material Changes and Commitments:
There are no material changes or commitments affecting the financial position of the Company occuring between the end of the Balance Sheet Date and the date of this report.
10. Board of Directors:
The Composition of Board of Directors of the Company is in accordance with the Companies Act 2013. During the year there were no changes in composition of the Board.
11. Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company during the year 2018-19:
Upon resignation of Mr. Sushil Laddha the Company has designated Mr. Madhav D Deshpande as Compliance officer of the company till the appointment of Company Secretary.
The company on recommendation of Nomination and Remuneration Committee has appointed Ms. Pratiksha S Shah (Membership No - A57487) as Company Secretary w.e.f. 22nd April 2019 and designated her as Compliance Officer of the Company.
12. Meetings of Directors:
During the financial year 2018-19 the Board of Directors of the Company met 6 times on 29th May 2018 (Adjourned and held on 13th June2018) 20th July2018 13th August 2018 14th November 2018 29th January 2019 and 14th February 2019. The maximum interval between any two meetings did not exceed 120 days. The details of attendance of Diretors for Board as well as Commitee meetings is attached to Boards Report as Annexure- 1. The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
13. Audit Commitee:
The Board as on 31st March2019 had Audit Commitee which was formulated in terms of the Provisions of Companies Act2013 and SEBI (Listing Obligation and Disclosure requirements)2015 The Composition of Audit Committee is as follows -
The Audit Committee duly met four times in F.Y. 2018-19 details of which are attached to Boards Report as Annexure- 1. Maximum interval between any two meetings did not exceed 120 days. The Board has accepted all the recommendations of Audit Committee.
14. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee of the Board has been formulated in terms of the Provisions of Companies Act2013 and SEBI (Listing Obligation and Disclosure requirements)2015 The Composition of Nomination and Remuneration Committee is as follows
The Committee met once in financial year 2018-19 details of which are attached to Boards Report as Annexure- 1.
15. Stakeholders Relationship Committee:
Formerly known as Shareholders Committee the same has been renamed as 'Stakeholders Relationship Committee' in order to comply with provisions of Companies Act 2013 and SEBI (Listing Obligation and Disclosure requirements) 2015. However the Composition Scope and responsibility of the committee remains the same.
The Composition of Stakeholders Relationship Committee is as follows -
The Committee met 4 times in financial year 2018-19 details of which are attached to Boards Report as Annexure- 1.
16. Meeting of Independent Directors:
A Seperate meeting of Independent Directors of the Company was held on 21st March 2019 in terms of Schedule IV of the Companies Act 2013 details of which are attached to Boards Report as Annexure- 1.
17. Code of conduct for Board Members and Senior Managerial Personnel:
The company has framed a code of conduct for all the Board members and senior management of the company. All the Board members and senior managerial personnel affirm the compliance with the code on annual basis.
18. Directors retiring by rotation and re-appointment:
In terms of provisions of section 152(6)(a) of the Companies Act 2013 director Mr. Bhausaheb Sukhdev Pawar retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.
19. Declaration by Independent Directors:
The Company has received the Declarations from its Independent Directors pursuant to section 139(7) to the effect that they meet the criteria of Independence and the same is duly recorded in the first Board meeting held in the financial year.
20. Share Capital:
The Paid up share capital of the Company as on 31st March 2019 was Rs.2000000. During the year under review the company had sub - divided its equity shares. 1 equity share having face value of Rs.10 each fully paid up has been sub-divided into 2 equity shares having face value of Rs.5 each. Member's approval had been obtained through Extra ordinary general meeting held on 6th March2019. Thus upon sub division Company's share capital is altered from 200000 equity shares of Rs.10 each to 400000 equity shares of Rs.5 each. However the Company being a listed entity Corporate Action for sub division was initiated on 31st July 2019 which has been taken as record date for the sub - division of equity shares by BSE where the shares of the company are listed. Therefore the number of shares of the company as on 31st March2019 are continued as 200000 equity shares of Rs.10 each as per records with Registrar and Transfer Agent (RTA).
21. Vigil Mechanism/ Whistle Blower Policy:
The Company has established a vigil mechanism policy for the directors and its employees to report genuine concerns about the illegal and unethical practices and behaviour actual or suspected fraud or the violation of the Company's Code of Conduct or the ethics policy without fear of reprisal and hence to help ensure that the Company continues to uphold its high standards. The said policy is posted on the website of the Company. The Policy is established under section 177(10) of the Companies Act 2013.
22. Remuneration of Directors and employees:
The disclosures as required under section 197 of the Companies Act 2013 and rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in Annexure - 2.
23. Nomination and Remuneration Policy:
The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors Key Managerial Personnel and Senior Management of the Company. The salary payable to the WTD and CFO and Company Secretary is as per the Nomination and Remuneration Policy. This policy also lays down criteria for selection and appointment of Board Members and annual evaluation of the performance of every director of the Company. The same is attached to the Board's Report as Annexure-3.
24. Risk Management Policy:
Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns.The Board has formulated a risk management policy for the company identifying the areas of risk for the Company and the same has been inplemented.
25. Formal Annual Evaluation of performance of Board its Committees and the individual Directors:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning composition of the Board and its Committees culture execution and performance of specific duties obligations and governance. The performance evaluation of the Independent Directors was completed during the year under review.
The nomination and remuneration policy lays down the creteria for formal annual evaluation of the performance of the Board and the individual directors. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Directors. The Board of Directors expressed their satisfaction with the evaluation process.
Accordingly the company has evaluated the performance of the Board and the individual directors.
26. Disclosure regarding the receipt of commission by the Managing Director Whole Time Director from the company its holding or subsidiary company:
The Whole Time Director does not receive any commission from the company or its associate companies.
27. Statutory Auditors:
At the forty fourth AGM held on September 11 2018 the Members approved appointment of Sabadra and Sabadra Chartered Accountants (Firm Registration No. 108921W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of forty fourth AGM till the conclusion of the forty ninth AGM.
28. Statutory Audit Report:
There are no adverse comments or remarks in the Statutory Audit Report provided by the auditors Sabadra & Sabadra Nashik which require clarification from the directors. The Notes on financial statements are self-explanatory and need no further explanation.
29. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder the Board has appointed M/s JHR & Associates Company Secretaries Thane to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in form MR-3 is attached to the Board's Report. Regarding the observation of the auditors in respect of non-preparation and filing of consolidated financial statements in respect of Associate Companies it is submitted that no separate consolidated financial statements were prepared for the year ended on 31st March 2018 as the consolidated and standalone financial statements were identical and there was no difference in those statements.
30. Cost Audit:
The provisions for audit of the cost records were not applicable to the Company during the financial year ended 31st March 2019.
31. Corporate Social Responsibility:
The provisions of section 135 of the Companies Act 2013 regarding the Corporate Social Responsibility are not applicable to the company. However the Board of Directors recognize the Company's Social obligations and may incur the expenses on CSR activities voluntarily whenever they deem fit.
32. Extract of Annual Return:
The Extract of Annual Return as prescribed under section 92(3) of Companies Act 2013 is annexed to the Boards Report in Form MGT-9 as Annexure-4. The web link for extract is www.sinnarbidi.com
33. Directors' Responsibility Statement:
To the best of knowledge and belief and according to the information and explanations obtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:
i. that in the preparation of the Annual Accounts for the year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any;
ii. the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the loss of the Company for the year ended on that date;
iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. Loans Guarantees and Investments:
The Company has not given any loans or guarantee or provided security in connection with loan to any other body corporate or persons as governed under the provisions of section 186 of the Companies Act 2013. The Company has neither acquired nor purchased any securities of any other body corporate during the financial year.
35. Related Party Tranactions:
All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act 2013 and the Rules made thereunder are not attracted. All related party transactions are mentioned in the Financial Statements. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.
The statement of related party transactions is attached to the Board Report in form AOC-2 as Annexure -5.
36. Subsidiary Associates and Joint Venture Companies;
The Company has two associate companies:
1. Vidarbha Bidi Limited
2. Tip Top Health Zone Private Limited.
None of the other companies became the subsidiary joint venture or Associates companies of the company nor they ceased to be its subsidiary joint venture or associate. The details of investments held in Associate Companies is annexed to the Board Report in form AOC-1 as Annexure-6.
37. Conservation of Energy Technology Foreign Exchange Earnings and Outgo:
The Company has taken steps for conservation of energy at its processing plant and office premises. The actvities of the Company offer less scope for absorption of Technology.
There was no foreign exchange earning or outgo during the financial year under consideration.
The company has not accepted any deposits in the financial year either from Members or public in terms of section 73 and 76 of the Companies Act 2013.
39. Internal Complaints Committee:
The Internal Complaints Committee constituted under Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 has not received any cases/ compliants during the year.
40. Internal Financial Control with reference to financial Statements:
Your Company has an effective internal control system which is constantly assessed and strengthened with new/revised standard operating procedures. The Audit Committee of the Company actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
41. Corporate Governance:
As per the Regulation 15(2) of the SEBI (LODR) Regulations 2015 as the paid up equity share capital and Net worth of the Company is less than the limits mentioned in the regulations compliance under Regulation 27(2) of the SEBI (LODR) Regulations 2015 is not applicable to the Company. As such the requirement for submitting report on Corporate Governance is not applicable to the Company and hence it does not form a part of this report.
Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work and support your Company's achievements would not have been possible. Your Directors also wish to thank its customers dealers agents suppliers investors and bankers Government and Non Government Authorities for their continued support and faith reposed in the Company.