(Pursuant to section 134 (3) of Companies Act 2013)
The Directors present the Annual Report of Sinnar Bidi Udyog Limited along with theaudited financial statements for the financial year ended March 31 2022. The consolidatedperformance 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 engagedin the activity of trading of Tobacco and processing of Tobacco. The Company has itscorporate head office at Nashik.
2. Financial Results:
The standalone and consolidated financial results for the Financial Year 2021-22 are asunder :
| || || || ||(Rupees in Lakhs) |
| || |
| ||F.Y. 2021-22 ||F.Y. 2002-21 ||F.Y. 2021-22 ||F.Y. 2002-21 |
|Net Sales ||520.03 ||512.97 ||520.03 ||512.97 |
|Other Income ||6.63 ||2.85 ||6.63 ||2.85 |
|Total Income ||526.66 ||515.82 ||526.66 ||515.82 |
|Manufacturing & Other Expenses ||539.62 ||533.37 ||539.62 ||533.37 |
|Profit Before Tax & Extraordinary Items ||(12.96) ||(17.55) ||(12.96) ||(17.55) |
|Exceptional & Extraordinary Items ||0 ||0 ||0 ||0 |
|Profit / (Loss) after Exceptional & Extraordinary Items ||(12.96) ||(17.55) ||(12.96) ||(17.55) |
|Less Current and Deferred Tax ||(0.73) ||(0.01) ||(0.73) ||(0.01) |
|Profit / (Loss) After Tax ||(12.23) ||(17.54) ||(12.23) ||(17.54) |
|Other Comprehensive Income ||0.06 ||0.06 ||0.06 ||0.06 |
|Profit / (Loss) After Other Comprehensive Income ||(12.17) ||(17.48) ||(12.17) ||(17.48) |
3. Business Operations:
The Company's main activities of trading of Tobacco and processing of Tobacco werecontinued during the financial year ended 31 March 2022. The sales turnover of the Companyhas slightly increased further in the financial year under review. The increase in cost oftobacco has impacted the margins of the Company and resulted in loss for the year. Thereason for losses year after year is the tobacco industry itself which is regulated bystringent regulations and offers very limited scope for expansion or growth.
The directors regret their inability to recommed any dividend in view of the lossesincurred.
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 natureof its business.
7. Status of Company's Affairs:
During the year there was no change in the status of the Company. The Company is alisted entity and going concern. The shares of the Company continue to be listed on theBombay Stock Exchange only.
8. Significant and Material Orders passed :
There were no significant and Material orders passed by any regulators courts ortribunals which have an impact of affecting the Company's going concern status andoperation of the Company in the Future.
9. Material Changes and Commitments:
There are no material changes or commitments affecting the financial position of theCompany 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 theCompanies Act 2013. The details of changes in the composition of Board of Directors duringfinancial year 2021-22 are as under:
|Sr. No. ||Name ||Nature of Change Date of Change |
|1 ||Madhav Digambar Deshpande ||Resigned as a Wholetime 31st March 2022 Director and CFO of the Company |
|2 ||Ramdas Prabhakar Jadhav ||Appointment as an additional w e f 1st April 2022 director - executive and designating him as Wholetime Director and CFO of the Company |
The Company on recommendation of Nomination and Remuneration Committee has appointedMr. Ramdas Prabhakar Jadhav as a Wholetime Director & CFO w e f 1st April2022 subject to approval of members of the Company.
Upon recommendation of Nomination and Remuneration Committee the Board of Directors ofthe Company has proposed the appointment of Mr. Vijay Malpani and Mr. Kalpit Mehta as anIndependent Directors of the Company pursuant to Section 149 of the Companies Act 2013for the first term of 5 years.
The Company has received declaration from them that they fulfil the criteria ofindependence as prescribed under the provisions of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as Regulation 16 of the Listing Regulations(including statutory re-enactment thereof for the time being in force).
The Board recommends the appointment of Independent Directors and Wholetime Director& CFO at the ensuing Annual General Meeting.
11. Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company as on 31stMarch 2022:
1. Mr. Madhav Digambar Deshpande: Whole Time Director &CFO
2. Ms. Pratiksha Suresh Shah: Company Secretary
Mr. Madhav Digambar Deshpande has resigned as a WTD & CFO w e f the close ofbusiness hours of 31st March 2022.
The Company on recommendation of Nomination and Remuneration Committee has appointedMr. Ramdas Prabhakar Jadhav as Wholetime Director & CFO w e f 1st April2022 subject to approval of members of the Company.
12. Meetings of Directors:
During the financial year 2021-22 the Board of Directors of the Company met fivetimes. The Meetings were convened and held in compliance with Companies Act 2013 and SEBI(Listing Obligation and Disclosures Requirements) Regulation 2015. The details ofattendance of Diretors for Board as well as Commitee meetings is attached to Boards Reportas Annexure-1. The Company has complied with the applicable Secretarial Standards issuedby the Institute of Company Secretaries of India.
13. Audit Committee:
During the year 2021-22 the Board had Audit Commitee which was formulated in terms ofthe Provisions of Companies Act2013 and SEBI (Listing Obligation and Disclosurerequirements) Regulations 2015.
Mr. Madhav Deshpande ceased to be the member of Audit Committee w e f 31stMarch 2022 as he resigned as the Wholetime Director & CFO of the Company. The Boardof Directors of the Company then appointed Mr. Ramdas Jadhav Member of Audit Committee we f 1st April 2022.
The Composition of Audit Committee is as follows -
|Sr No ||Name of Director ||Designation |
|1 ||Mr. Mansur Khan (Independent Director) ||Chairman |
|2 ||Mr. Rajendra Tatiya (Independent Director) ||Member |
|3 ||Mr. Ramdas Jadhav (Whole time Director & CFO) ||Member |
The Audit Committee duly met four times in F.Y. 2021-22 details of which are attachedto Boards Report as Annexure- 1. The Meetings were convened and held in compliance withCompanies Act 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulation2015. 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 ofthe Provisions of Companies Act 2013 and SEBI (Listing Obligation and Disclosurerequirements) 2015
The Composition of Nomination and Remuneration Committee is as follows -
|Sr No ||Name of Director ||Designation |
|1 ||Mr. Rajendra Tatiya (Independent Director) ||Chairman |
|2 ||Mr. Mansur Khan (Independent Director) ||Member |
|3 ||Mr. Bhusaheb Pawar (Non Executive Director) ||Member |
|4 ||Ms Bharti Sancheti (Non Executive Director) ||Member |
The Committee met twice in financial year 2021-22 details of which are attached toBoards Report as Annexure-1.
15. Stakeholders Relationship Committee:
During the year 2021-22 the Board had Stakeholders Relationship Committee which wasformulated in terms of the Provisions of Companies Act 2013 and SEBI (Listing Obligationand Disclosure requirements) 2015.
The Composition of Stakeholders Relationship Committee is as follows -
|Sr No ||Name of Director ||Designation |
|1 ||Ms. Bharti Sancheti (Non Executive Director) ||Chairperson |
|2 ||Mr. Bhusaheb Pawar (Non Executive Director) ||Member |
The Committee met four times in financial year 2021 -22 details of which are attachedto Boards Report as Annexure-1.
16. Meeting of Independent Directors:
A Seperate meeting of Independent Directors of the Company was held on 14thFebruary 2022 in terms of Schedule IV of the Companies Act 2013 details of which areattached 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 seniormanagement of the Company. All the Board members and senior managerial personnel affirmthe 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 Mr. BhausahebSukhdev Pawar Director of the Company retire by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer himself for re-appointment. The Board recommendstheir re-appointment at the ensuing Annual General Meeting.
19. Declaration by Independent Directors:
The Company has received the Declarations from its Indepenent Directors pursuant tosection 13 9(7) to the effect that they meet the criteria of Independence and the same isduly recorded in the first Board meeting held in the financial year.
20. Familiarization Programme for Independent Directors:
The Board members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize with the Company's procedures and practices thewebsite link is available at- http://siimarbidi.com/download/details of familiarizationprogrammes.pdf
21. Share Capital:
The Company has Authorized and Paid up Share capital of Rs. 2000000 as on 31stMarch 2022. There was no change in the share capital of the Company during F.Y. 2021-22.
22. Vigil Mechanism/ Whistle Blower Policy:
The Company has established a vigil mechanism policy for the directors and itsemployees to report genuine concerns about the illegal and unethical practices andbehaviour actual or suspected fraud or the violation of the Company's Code of Conduct orthe ethics policy without fear of reprisal and hence to help ensure that the Companycontinues to uphold its high standards. The said policy is posted on the website of theCompany. The Policy is established under section 177( 10) of the Companies Act 2013.
23. Remuneration of Directors and employees:
The disclosures as required under section 197 of the Companies Act 2013 and rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areprovided in Annexure - 2.
24. Nomination and Remuneration Policy:
The Board of Directors has framed a policy which lays down a framework in relation toremuneration 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 andRemuneration Policy. This policy also lays down criteria for selection and appointment ofBoard 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.
25. Risk Management Policy:
Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing retums.The Board has formulated a riskmanagement policy for
26. Formal Annual Evaluation of performance of Board its Committees and the individualDirectors:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance. The performance evaluation of the IndependentDirectors was completed during the year under review.
The Nomination and Remuneration policy lays down the creteria for formal annualevaluation of the performance of the Board and the individual directors. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors and Non-Executive Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
Accordingly the Company has evaluated the performance of the Board and the individualdirectors.
27. Disclosure regarding the receipt of commission by the Managing Director Whole TimeDirector from the company its holding or subsidiary company:
The Whole Time Director does not receive any commission from the Company or itsassociate companies.
28. Statutory Auditors:
At the forty fourth AGM held on September 112018 the Members approved appointment ofSabadra and Sabadra Chartered Accountants (Firm Registration No. 108921W) as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion offorty fourth AGM till the conclusion of the forty ninth AGM.
29. Statutory Audit Report:
There are no adverse comments or remarks in the Statutory Audit Report provided by theauditors Sabadra & Sabadra Nashik which require clarification from the directors.The Notes on financial statements are self-explanatory and need no further explanation.
30. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. JHR&Associates Company Secretary in Practice to undertake theSecretarial Audit for F.Y 202122
31. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Board has appointed M/s JHR & Associates Company Secretaries Thaneto undertake the Secretarial
The qualifications in the secretarial audit report along with the reply from the Boardof Directors are as follows:
Non-filing of Form MR-1 for reappointment of Wholetime Director.
Board's reply: The Company has filed the Form MR-1 with additional fees.
32. Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Board based on the Recommendation of Audit Committeeappointed Mr. J K. Ostwal Chartered Accountant (Membership No:045388) Nashik as InternalAuditor of the Company for conducting internal audit of the Company for F. Y 2021 -22.
33. Cost Audit:
The provisions for audit of the cost records were not applicable to the Company duringthe financial year ended 31st March 2022.
34. Corporate Social Responsibility:
The provisions of section 135 of the Companies Act 2013 regarding the Corporate SocialResponsibility are not applicable to the company. However the Board of Directorsrecognize the Company's Social obligations and may incur the expenses on CSR activitiesvoluntarily whenever they deem fit.
35. Annual Return:
In terms of Section 92(3) of the Act the annual return of the Company for thefinancial year ended March 31 2022 shall be available on the Company's website at- sinnarbidi.com/download/amiual_retum_sbul_31032022.pdf
36. Directors' Responsibility Statement:
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:
i. that in the preparation of the Annual Accounts for the year ended March 312022 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
ii. the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312022 and of the loss ofthe Company for the year ended on that date;
iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
37. Loans Guarantees and Investments:
The Company has not given any loans or guarantee or provided security in connectionwith loan to any other body corporate or persons as governed under the provisions ofsection 186 of the Companies Act 2013. The Company has neither acquired nor purchased anysecurities of any other body corporate during the financial year.
38. Related Party Tranactions:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and the provisions of Section 188 ofthe Companies Act 2013 and the Rules made thereunder are not attracted.
All related party transactions are mentioned in the Financial Statements. The statementof related party transactions is attached to the Board Report in form AOC-2 as Annexure-A.
39. 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 Associatescompanies 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 inform AOC-1 as Annexure-5.
40. Conservation of Energy Technology Foreign Exchange Earnings and Outgo:
The Company has taken steps for conservation of energy at its processing plant andoffice premises. The activities of the Company offer less scope for absorption ofTechnology.
There was no foreign exchange earning or outgo during the financial year underconsideration.
The Company has not accepted any deposits in the financial year either from Members orpublic in terms of section 7 3 and 76 of the Companies Act 2013.
42. Internal Complaints Committee:
The Internal Complaints Committee constituted under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 has not received any cases/compliants during the year.
43. Internal Financial Control with reference to financial Statements:
Your Company has an effective internal control system which is constantly assessed andstrengthened with new/revised standard operating procedures. The Audit Committee of theCompany actively reviews the adequacy and effectiveness of the internal control systemsand suggests improvements to strengthen the same.
44. Corporate Governance:
As per the Regulation 15(2) of the SEBI (LODR) Regulations 2015 as the paid up equityshare capital and Net worth of the Company is less than the limits mentioned in theregulations compl
As such the requirement for submitting report on Corporate Governance is notapplicable to the Company and hence it does not form a part of this report.
45. Compliance of Secretarial Standards-1 And 2:
Directors confirm that pursuant to Section 118(10) of the Companies Act 2013applicable Secretarial Standards i.e. SS-1 and SS- 2 pertaining to Meeting of Board ofDirectors and General Meetings respectively specified by the Institute of CompanySecretaries of India have been duly complied by the Company.
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and such systems are adequate and operatingeffectively.
46. WTD and CFO Certification:
The Wholetime Director and the Chief Financial Officer give quarterly certification onfinancial results while placing the financial results before the Board in terms ofRegulation 33(2) of the Listing Regulations that the financial results do not contain anyfalse or misleading statement or figures and do not omit any material fact which may makethe statements or figures contained therein misleading
47. Management Discussion and Analysis:
Pursuant to SEBI circular No-CIR/CFD/POLICY CELL/7/2014 dated 15th September2014 compliance with the provisions of Clause 49 shall not be mandatory for Companieshaving paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceedingRs.25 crore as on the last day of the previous financial year. As the company does notexceed the threshold mentioned above detailed report on Management Discussion andAnalysis (MDA) Report is not attached.
Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers Government and NonGovernment Authorities for their continued support and faith reposed in the Company.
|For and on Behalf of Board of Directors || |
|Sinnar Bidi Udyog Limited || |
|Bharati Sancheti ||Ramdas Jadhav |
|Director ||Whole Time Director and CFO |
|DIN: 06983828 ||DIN: 09545256 |
|Date: 26.08.2022 || |
|Place: Nashik || |