(Pursuant to section 134 (3) of Companies Act, 2013)
Dear Shareholders,
The Directors present the Annual Report of Sinnar Bidi Udyog Limited along with the
audited financial statements for the financial year ended March 31, 2022. 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. Financial Results:
The standalone and consolidated financial results for the Financial Year 2021-22 are as
under :
|
|
|
|
(Rupees in Lakhs) |
|
Standalone |
Consolidated |
|
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 were
continued during the financial year ended 31 March 2022. The sales turnover of the Company
has slightly increased further in the financial year under review. The increase in cost of
tobacco has impacted the margins of the Company and resulted in loss for the year. The
reason for losses year after year is the tobacco industry itself, which is regulated by
stringent regulations and offers very limited scope for expansion or growth.
4. Dividend:
The directors regret their inability to recommed any dividend in view of the losses
incurred.
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. The details of changes in the composition of Board of Directors during
financial 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 appointed
Mr. Ramdas Prabhakar Jadhav as a Wholetime Director & CFO w e f 1st April
2022 subject to approval of members of the Company.
Upon recommendation of Nomination and Remuneration Committee, the Board of Directors of
the Company has proposed the appointment of Mr. Vijay Malpani and Mr. Kalpit Mehta as an
Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013
for the first term of 5 years.
The Company has received declaration from them that they fulfil the criteria of
independence as prescribed under the provisions of the Companies Act, 2013 read with the
Schedules 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 31st
March 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 of
business hours of 31st March 2022.
The Company on recommendation of Nomination and Remuneration Committee has appointed
Mr. Ramdas Prabhakar Jadhav as Wholetime Director & CFO w e f 1st April
2022 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 five
times. The Meetings were convened and held in compliance with Companies Act, 2013 and SEBI
(Listing Obligation and Disclosures Requirements) Regulation 2015. 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 Committee:
During the year 2021-22, the Board had Audit Commitee, which was formulated in terms of
the Provisions of Companies Act,2013 and SEBI (Listing Obligation and Disclosure
requirements) Regulations, 2015.
Mr. Madhav Deshpande ceased to be the member of Audit Committee w e f 31st
March 2022, as he resigned as the Wholetime Director & CFO of the Company. The Board
of Directors of the Company then appointed Mr. Ramdas Jadhav, Member of Audit Committee w
e 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 attached
to Boards Report as Annexure- 1. The Meetings were convened and held in compliance with
Companies Act, 2013 and SEBI (Listing Obligation and Disclosures Requirements) Regulation
2015. 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 Act, 2013 and SEBI (Listing Obligation and Disclosure
requirements), 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 to
Boards Report as Annexure-1.
15. Stakeholders Relationship Committee:
During the year 2021-22, the Board had Stakeholders Relationship Committee which was
formulated in terms of the Provisions of Companies Act, 2013 and SEBI (Listing Obligation
and 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 attached
to Boards Report as Annexure-1.
16. Meeting of Independent Directors:
A Seperate meeting of Independent Directors of the Company was held on 14th
February 2022 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, Mr. Bhausaheb
Sukhdev Pawar, Director of the Company, retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for re-appointment. The Board recommends
their re-appointment at the ensuing Annual General Meeting.
19. Declaration by Independent Directors:
The Company has received the Declarations from its Indepenent Directors pursuant to
section 13 9(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. Familiarization Programme for Independent Directors:
The Board members are provided with necessary documents/brochures, reports and internal
policies to enable them to familiarize with the Company's procedures and practices, the
website link is available at- http://siimarbidi.com/download/details of familiarization
programmes.pdf
21. Share Capital:
The Company has Authorized and Paid up Share capital of Rs. 20,00,000 as on 31st
March 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 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.
23. 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.
24. 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.
25. Risk Management Policy:
Risk management is embedded in your Company's operating framework. Your Company
believes that managing risks helps in maximizing retums.The Board has formulated a risk
management policy for
26. 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.
27. 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.
28. 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.
29. 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.
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 has
appointed M/s. JHR&Associates, Company Secretary in Practice to undertake the
Secretarial Audit for F.Y 202122
31. 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
Qualifications
The qualifications in the secretarial audit report, along with the reply from the Board
of 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 Committee,
appointed Mr. J K. Ostwal, Chartered Accountant (Membership No:045388), Nashik as Internal
Auditor 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 during
the financial year ended 31st March 2022.
34. 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.
35. Annual Return:
In terms of Section 92(3) of the Act, the annual return of the Company for the
financial 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 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 31,2022, 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 31,2022 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.
37. 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.
38. 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 statement
of 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 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-5.
40. 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 activities of the Company offer less scope for absorption of
Technology.
There was no foreign exchange earning or outgo during the financial year under
consideration.
41. Deposits:
The Company has not accepted any deposits in the financial year either from Members or
public 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 at
Workplace (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 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.
44. 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, compl
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.
45. Compliance of Secretarial Standards-1 And 2:
Directors confirm that pursuant to Section 118(10) of the Companies Act, 2013,
applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of
Directors and General Meetings, respectively specified by the Institute of Company
Secretaries of India have been duly complied by the Company.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards and such systems are adequate and operating
effectively.
46. WTD and CFO Certification:
The Wholetime Director and the Chief Financial Officer give quarterly certification on
financial results while placing the financial results before the Board in terms of
Regulation 33(2) of the Listing Regulations that the financial results do not contain any
false or misleading statement or figures and do not omit any material fact which may make
the statements or figures contained therein misleading
47. Management Discussion and Analysis:
Pursuant to SEBI circular No-CIR/CFD/POLICY CELL/7/2014 dated 15th September
2014, compliance with the provisions of Clause 49 shall not be mandatory for Companies
having paid up equity share capital not exceeding Rs. 10 crore and Net Worth not exceeding
Rs.25 crore, as on the last day of the previous financial year. As the company does not
exceed the threshold mentioned above, detailed report on Management Discussion and
Analysis (MDA) Report is not attached.
48. Appreciation:
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.
| 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 |
|
|