(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, 2023.
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 Performance:
The standalone and consolidated financial results for the Financial
Year 2022-23 are as under:
(Rupees in Lakhs)
Particulars |
Standalone |
Consolidated |
| F.Y. 2022-23 |
F.Y. 2021-22 |
F.Y. 2022-23 |
F.Y. 2021-22 |
Net Sales |
628.71 |
520.03 |
628.71 |
520.03 |
Other Income |
70.29 |
6.63 |
70.29 |
6.63 |
Total Income |
699.00 |
526.66 |
699.00 |
526.66 |
Manufacturing & other
Expenses |
651.73 |
539.62 |
651.73 |
539.62 |
Profit Before Tax &
extraordinary items |
47.27 |
(12.96) |
47.27 |
(12.96) |
Exceptional &
extraordinary items |
0 |
0 |
0 |
0 |
Profit / (Loss) after
exceptional & extraordinary items |
47.27 |
(12.96) |
47.27 |
(12.96) |
Less: Current and Deferred Tax |
3.08 |
(0.73) |
3.08 |
(0.73) |
Profit / (Loss) After Tax |
44.19 |
(12.23) |
44.19 |
(12.23) |
Other Comprehensive Income |
0.08 |
0.06 |
0.08 |
0.06 |
Profit / (Loss) After Other
Comprehensive
Income |
44.27 |
(12.17) |
44.27 |
(12.17) |
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 2023. The sales
turnover of the Company has increased further in the financial year under review. The
increase in cost of tobacco has impacted the margins of the Company and resulted in
operational loss for the year. However, the profit arises from the sale of some of the
fixed assets of the company. The reason for operational 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:
In order to conserve capital for the future, the directors do not
recommend any dividend for FY 202223.
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 BSE (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 2022-23 are as under:
Sr No Name |
Nature of Change |
Date of Change |
1 Rarndas Prabhakar Jadhav |
Appointment as an additional
director - executive and designating his as Whole time Director and CFO of the Company |
we f 1st April 2022 |
2 Rarndas Prabhakar Jadhav |
Regularization as a director
- executive and designating his as Whole time Director and CFO of the Company |
24th September
2022 |
3 Vijay Bankatlal Malpani |
Appointment as an Independent
Director - non -executive and independent |
w e f 24th September
2022 |
4 Kalpit Milind Mehta |
Appointment as an Independent
Director — non -executive and independent |
w e f 24th September
2022 |
5 Mansur Mahebub Khan |
Resignation as an Independent
Director |
w e f 15th November
2022 |
6 Rajendra Nemichand Tatiya |
Resignation as an Independent
Director |
w e f 15th November
2022 |
11. Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company as on 31st
March 2023:
1. Mr. Ramdas Prabhakar Jadhav: Whole Time Director & CFO
2. Ms. Pratiksha Suresh Shah: Company Secretary
The Company, on recommendation of Nomination and Remuneration
Committee, has appointed Mr. Ramdas Prabhakar Jadhav as Whole time Director & CFO w e
f 1st April 2022.
12. Meetings of Directors:
During the financial year 2022-23, 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 Committee 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 2022-23, the Board had Audit Committee, which was
formulated in terms of the Provisions of Companies Act,2013 and SEBI (Listing Obligation
and Disclosure requirements) Regulations, 2015. Due to change in directors of the company
during the financial year 2022-23, the composition of the committee has changed.
The Composition of Audit Committee is as follows as on 31st
March 2023 -
Sr No Name of Director |
Designation |
1 Mr. Vijay Malpani
(Independent Director) |
Chairman |
2 Mr. Kalpit Mehta
(Independent Director) |
Member |
3 Mr. Ramdas Jadhav (Whole
time Director & CFO) |
Member |
The Audit Committee duly met four times in F.Y. 2022-23, 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. Due to change in directors of the company during the
financial year 2022-23, the composition of the committee has changed.
The Composition of Nomination and Remuneration Committee is as follows
as on 31st March 2023
Sr No Name of
Director |
Designation |
1 Mr. Kalpit Mehta
(Independent Director) |
Chairman |
2 Mr. Vijay Malpani
(Independent Director) |
Member |
3 Mr. Bhusaheb Pawar (Non
Executive Director) |
Member |
4 Ms. Bharti Sancheti
(Non Executive Director) |
Member |
The Committee met once in financial year 2022-23, details of which are
attached to Boards Report as Annexure-1.
15. Stakeholders Relationship Committee:
During the year 2022-23, the Board had Stakeholders Relationship
Committee which was formulated in terms of the Provisions of Companies Act, 2013 and SEBI
(Listing Obligation mid 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 once in financial year 2022-23, details of which are
attached to Boards Report as Annexure-1.
16. Meeting of Independent Directors:
A Separate meeting of Independent Directors of the Company was held on
11th March 2023 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,
Ms. Bharati Sancheti and Mr. Ramdas Jadhav, Directors of the Company, retire by rotation
at the forthcoming Annual General Meeting and being eligible, offer themselves for
re-appointment. The Board recommends their reappointment at the ensuing Annual General
Meeting.
19. Declaration by Independent Directors:
The Company has received the declarations from its Independent
Directors pursuant to section 149(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://sinnarbidi.com/download/details
of familiarization proarammes.pdf
21. Share Capital:
The Company has Authorized and Paid up Share capital of Rs. 20,00,000
as on 31st March 2023. There was no change in the share capital of the Company
during F.Y. 2022-23.
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 available on the website of the company.
25. 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 implemented.
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. Integrity, expertise and experience (including the proficiency) of
the Independent Directors Appointed during the year:
The Company had appointed Mr. Vijay Malpani and Mr. Kalpit Mehta as
Independent Directors during the financial year 2022-23. In the opinion of the Board, the
Independent Directors possess the requisite integrity, expertise and experience (including
proficiency) and qualification.
28. 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.
29. Statutory Auditors:
The Statutory Auditors, M/s Sabadra and Sabadra, Chartered Accountants
(FRN: 108921W), were appointed by the members at the 44th Annual General
Meeting of the Company held on September 11, 2018 and will complete their present term of
five years on conclusion of the ensuing 49th Annual General Meeting.
The Board of Directors of the Company ("the Board"),
considering the experience and expertise and on the recommendation of the Audit Committee,
propose to the Members of the Company, appointment of M/s Daga & Chaturmutha,
Chartered Accountants, having FRN: 101987W, as the Auditors of the Company, for a period
of five years, from the conclusion of this 49th Annual General Meeting till the
conclusion of the 54th Annual General Meeting to be held in the year 2028.
M/s Daga & Chaturmutha have confirmed that they possess the
eligibility and qualification required under the Act for holding the office as Auditors of
the Company, including holding of a valid certificate issued by the ‘Peer Review
Board' of the ICAI.
30. 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.
31. 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 2022-23.
32. 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.
The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
33. 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
2022-23.
34. Cost Record and Audit:
The provisions for maintenance of cost record and audit of the cost
records were not applicable to the Company during the financial year ended 31st
March 2023.
35. Details in respect of frauds reported by Auditors:
During the year under review, the Statutory Auditors and Secretarial
Auditor have not reported any instances of frauds committed in the Company by its officers
or Employees to the Audit Committee or to Central Government under section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Report
36. 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.
37. Annual Return:
In terms of Section 92(3) of the Act, the annual return of the Company
for the financial year ended March 31, 2023 shall be available on the Company's
website at - sinnarbidi.com/download/annual return sbul 31032023.pdf
38. 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, 2023, 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, 2023
and of the Profit of the Companyfor 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 die provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud aid 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.
39. 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.
40. Related Party Transactions:
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 die Board Report in
form AOC-2 as Annexure —3.
41. 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-4.
42. 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.
43. Deposits:
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.
44. 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/ complaints during the year.
45. 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.
46. 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.
47. 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.
48. WTD and CFO Certification:
The Whole time 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.
In accordance with the requirements of Regulation 17(8) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, WTD and CFO have given
appropriate certifications to the Board of Directors and the same has been appended as
‘Annexure-5' to this report.
49. Proceeding under the Insolvency and Bankruptcy Code, 2016:
There is no proceeding pending under the Insolvency and Bankruptcy
Code, 2016 during the year under review.
50. The details of difference between amount of the valuation done at
the time of one time settlement sand the valuation done while taking loan from the banks
or financial institutions along with the reasons thereof:
During the year under review, there were no instances of onetime
settlement with any Bank or Financial Institution.
51. 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.
52. 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 Director DIN: 06983828
Date: 05.09.2023 Place: Nashik
Ramdas Jadhav
Whole Time Director and CFO
DIN: 09545256
Annexure 1
Board Meeting Attendance
Sr No |
Dates of Meeting |
Name of Director |
| Ramdas
Prabhakar Jadhav |
Bhausaheb
Shukhadew
Pawar |
Bharati
Subhash
Sancheti |
Laxminarayan Mohanlal Karwa |
Mansur
Mahebub
Khan |
Rajendra
Nennchand
Tatiya |
Vijay
Bankatlal
Malpani |
Kalpit Milind Mehta |
1 |
27.05.2022 |
Yes |
Yes |
Yes |
Yes |
No |
Yes |
NA |
NA |
2 |
12.08.2022 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
3 |
26.08.2022 |
Yes |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
4 |
14.11.2022 |
Yes |
Yes |
Yes |
Yes |
Yes |
No |
Yes |
No |
5 |
14.02.2023 |
Yes |
Yes |
Yes |
Yes |
NA |
NA |
Yes |
No |
Audit Committee Attendance
Sr No |
Dates of Meeting |
Name of Director |
| Ramdas
Prabhakar Jadhav |
Mansur Mahebub Khan |
Rajendra
Nennchand
Tatiya |
Vijay Bankatlal Malpani |
Kalpit Mflind Mehta |
1 |
27.05.2022 |
Yes |
Yes |
Yes |
NA |
NA |
2 |
12.08.2022 |
Yes |
Yes |
Yes |
NA |
NA |
3 |
14.11.2022 |
Yes |
Yes |
Yes |
NA |
NA |
4 |
14.02.2023 |
Yes |
NA |
NA |
Yes |
No |
Nomination & Remuneration Committee
Sr No |
Dates of Meeting |
Name of Director |
| Rajendra Nennchand Tatiya |
Bharati
Snbhash
Sancheti |
Bhansaheb
Shukhadew
Pawar |
Mansur Mahebub Khan |
1 |
12.08.2022 |
Yes |
Yes |
Yes |
Yes |
Stakeholders Relationship Committee
Sr No |
Dates of Meeting |
Name of Director |
| Bharati Subhash Sancheti |
Shukhadew |
1 |
15.10.2022 |
Yes |
Yes |
Meeting of Independent Directors
Sr No |
Dates of Meeting |
Name of Director |
| Vijay Bankatlal Malpani |
Kalpit Milind Mehta |
1 |
11.03.2023 |
Yes |
Yes |
For Sinnar Bidi Udyog Limited
Bharati Sancheti Director DIN: 06983828
Ramdas Jadhav
Whole Time Director and CFO
DIN:09545256
Date: 05.09.2023 Place: Nashik
ANNEXURE 2
DISCLOSURE RELATING TO THE REMUNERATION OF DIRECTORS AND EMPLOYEES
REMUNERATION:
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 as follows:
i. Ratio of remuneration of each director to the median employee's
remuneration:
Ratio of Remuneration paid to Whole Time Director & CFO Mr. Ramdas
Jadhav to the median remuneration of employees for the financial year: 19.50%
None of the other directors except the Whole Time Director mentioned
above was paid any remuneration during the financial year.
ii. The details regarding percentage Increase in remuneration of each
director, Chief
Financial Officer, Company Secretary in the financial year:
1. Mr. Ramdas Jadhav - Whole Time Director and CFO: 44.94%
2. Ms. Pratiksha Shah - Company Secretary: 0.49%
The Company has not paid any remuneration to other directors and has
not appointed any other managerial personnel except above.
iii. The percentage of increase in Median Remuneration of Employees
is 8.31% in the
financial year.
iv. Number of Permanent Employees on the rolls of the Company is
40.
Point no viii in Rule 5: Disclosure at this point is not applicable
during the financial year 2022-23.
v. It is affirmed that the remuneration paid to the Whole Time
Director and Company
Secretary is in accordance with the remuneration policy of the Company.
vi. There is no employee who receives aggregate remuneration
throughout the year in
excess of Rs. 1.02 crores.
vii. There is no employee who receives remuneration in excess of
Rs. 8.5 Lakhs per month
during the year.
viii. No employee of the company along with his spouse and
dependent children holds more
than 2% of the equity share capital of the Company.
For and on Behalf of Board of Directors Sinnar Bidi Udyog Limited
Bharati Sancheti Director DIN:06983828 Date: 05.09.2023 Place: Nashik
Ramdas Jadhav
Whole Time Director and CFO
DIN:09545256
Form for disclosure of particulars of contracts/ arrangements entered
into by the company with related parties referred to in sub-section (I) of section 188 of
the Companies Act, 2013 including certain arms length transaction under third proviso
thereto
1. Details of contracts or arrangements or transactions not at arms
length basis: Not applicable
(a) Name(s) of the related
party and nature of relationship |
|
(b) Nature of contracts/
arrangements/ transactions |
|
(c) Duration of the
contract/ arrangements/ transactions |
|
(d) Salient terms of the
contracts or arrangements or transactions including the value, if any |
|
(e) Justification for
entering into such contracts or arrangements or transactions |
NIL |
(f) Dates of approval by
the Board |
|
(g) Amount paid as
advances, if any: |
|
(h) Date on which the
special resolution was passed in general meeting as required under first proviso to
section 188 |
|
2. Details of material contracts or arrangements or transactions at
arms length basis /. Shri Shrining Kisanlal Sarda
(a) Name(s) of the related
party and nature of relationship |
Shri.Shrirang Kisanlal
Sarda (Promoter of the Company) |
(b) Nature of contracts/
arrangements/ transactions |
Availing of services |
(c) Duration of the
Contracts/ arrangements/ transactions |
For the period of One year |
(d) Salient terms of the
contracts or arrangements or transactions including the value, if any |
Rent Paid
Amount: Rs. 6,00,000 /- |
(e) Date(s) of approval by
the Board, if any |
27.05.2022 |
(f) Amount paid as
advances, if any |
NIL |
SINN AR BIDI UDYOG LIMITED
II. Rasbihari Enterprises Private Limited
(a) Name(s) of the related
party and nature of relationship |
Rasbihari Enterprises Private
Limited (Companies have common Directors) |
(b) Nature of contracts/
arrangements/ transactions |
Availing of services |
(c) Duration of the
Contracts/ arrangements/ transactions |
For the period of One year |
(d) Salient terms of the
contracts or arrangements or transactions including the value, if any |
Factory and Godown rent
paid Amount: Rs. 4,22,400 /- |
(e) Date(s) of approval by
the Board, if any |
27.05.2022 |
(f) Amount paid as
advances, if any |
NIL |
For and on Behalf of Board of Directors Sinnar Bidi Udyog Limited
Bharati Sancheti Director DIN:06983828 Date: 05.09.2023 Place: Nashik
Ramdas Jadhav
Whole Time Director and CFO
DIN: 09545256
ANNEXURE4
(Pursuant to first proviso to sub-section (3) of Section 129 read with
rule 5 of the Companies (Accounts) Rules, 2014)
FORM AOC-I
(Pursuant to first proviso to sub-section (3) of Section 129 read with
rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of
subsidiary/ associate companies/ joint venture
PART A: Subsidiaries NIL
(Information in respect of each subsidiary to be presented with amounts
in Rs.)
1 Serial No
2 Name of the Subsidiary
3 The date since when subsidiary was acquired
4 Reporting period for the subsidiary concerned, if different from the
holding company's reporting period
5 Reporting currency and Exchange rate as on the last date of the
relevant financial year in case of foreign subsidiary
6 Share Capitals
7 Reserves and Surplus
8 Total Assets
9 Total Liabilities
10 Investments
11 Turnover
12 Profit before taxation
13 Provision for taxation
14 Profit after taxation
15 Proposed Dividend
16 % of Shareholding
Notes: The following information shall be furnished at the end of the
Statement Names of the subsidiaries which are yet to commence operations: NIL
PART B: Associates and Joint Ventures
Statement pursuant to section 129(3) of the Companies Act, 2013 related
to Associate Companies and Joint Ventures
Name of the Associates /
Joint Ventures |
Vidarbha Bidi Limited |
Tip Top Health Zone
Private Limited |
1. Latest Audited Balance
Sheet Date |
31st March 2023 |
31st March 2023 |
|
|
|
Date on which the Associate
or Joint Venture was associated or acquired |
31st March 1997 |
31st March 1998 |
2. Shares of Associates/
Joint Ventures held by the Company on the year end |
|
|
No. |
39,590 Equity Shares |
3,650 Equity Shares |
Amount of Investment in
Associates/ Joint Ventura |
Rs.468,419.00 |
Rs.877,352.00 |
Extent of Holding % |
38.28% |
24.33% |
3. Description of how there
is significant influence |
Control of Share Capital
more than 20% |
Control of Share Capital
more than 20% |
4. Reason why the
associate/joint venture is not consolidated |
NA |
NA |
5. Net worth attributable
to Shareholding as per latest Audited Balance Sheet |
(1,712,283) |
2,738,617 |
6. Profit/ Loss for the
year to the extent of holding |
(968,936) |
7,775 |
i. Considered in
Consolidation |
Nil |
7,775 |
ii. Not Considered in
Consolidation |
Profit / Loss not
considered in consolidation as we have made provision of diminution in the value of
shares. |
Not Applicable |
For Sinnar Bidi Udyog Limited
Bharati Sancheti Director DIN: 06983828
Date: 05.09.2023 Place: Nashik
Ramdas Jadhav
Whole Time Director and CFO
DIN: 09545256
ANNEXURE 5
CERTIFICATION BY CHAIRPERSON AND CHIEF FINANCIAL OFFICER
To,
The Board of Directors Sinnar Bidi Udyog Limited
We hereby certify that:
(a) We have reviewed the Financial Statements and Cash Flow Statements
for the year ended March 31, 2023 and to the best of our knowledge and belief:
i) these statements do not contain any materially untrue statement or
omit any material fact or contain statements that might be misleading;
ii) these statements together present a true and fair view of the
Company's affairs and are in compliance with existing accounting standards, applicable
laws and regulations;
(b) We also certify that, to the best of our knowledge and belief, no
transactions entered into by the Company during the year ended March 31, 2023 which are
fraudulent, illegal or violative of the Company's Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal
controls for financial reporting and that we have evaluated the effectiveness of the
internal control systems of the Company pertaining to financial reporting and have
disclosed to the auditors and the Audit Committee, deficiencies in the design or operation
of such internal controls, if any, of which they are aware and the steps they have taken
or propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit Committee
i) that there are no significant changes in internal control over
financial reporting during the year;
ii) that there are no significant changes in accounting policies during
the year and that the same have been disclosed in notes to the Financial Statements; and
iii) that there are no instances of significant fraud of which we have
become aware of and the involvement therein, if any, of the management or an employee
having a significant role in the Company's internal control system over financial
reporting.
For and on Behalf of Board of Directors Sinnar Bidi Udyog Limited
Bharati Sancheti Director DIN:06983828 Date: 30.05.2023 Place: Nashik
Ramdas Jadhav
Whole Time Director and CFO
DIN:09545256
Form No. MR-3 SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023 [Pursuant to
Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Sinnar Bidi Udyog Limited Registered Office:
62, Floor - 2nd, 217, Parekh Mahal,
Lady Jamshedji Road, Shivaji Park,
Mahim, Mumbai 400016 IN
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Sinnar Bidi Udyog
Limited CIN: L16002MH1974PLC017734 (hereinafter called 'the Company'). Secretarial Audit
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 Company's books, papers, minute books,
forms and returns filed and other records maintained by the Company and also the
information / representations given by the Company, its officers, agents and authorised
representatives during the conduct of Secretarial Audit, we hereby report that in our
opinion, the Company has, during the audit period covering the financial year ended on 31st
March 2023, complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter:-
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2023 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed
thereunder;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder (Not applicable to the Company during audit period);
v. The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act'): -
a. The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during audit
period);
d. The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not applicable to the Company during audit
period);
e. The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 (Not applicable to the Company during audit period);
f. The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
g. The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 (Not applicable to the Company during audit period);
h. The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable to the Company during audit period);
i. The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations 2015.
There are no laws which specifically apply to the type of activities
undertaken by the
Company.
We have also examined compliance with the applicable clauses of the
following: -
i. Secretarial Standards issued by The Institute of Company Secretaries
of India as in force from time to time.
ii. The Listing Agreements entered into by the Company with BSE
Limited.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
We further report that: -
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
changes in the composition of the Board of Directors that took place during the period
under review were carried out in compliance with the provisions of the Act.
Adequate notice of at least seven days is given to all Directors to
schedule the Board Meetings. Agenda and detailed notes on agenda are sent generally seven
days in advance and a system exists for seeking and obtaining further information and
clarifications on the agenda items before the meeting and for meaningful participation at
the meeting.
As per minutes of the meetings duly recorded and signed by the
Chairman, the decisions of the Board were unanimous and no dissenting views have been
recorded.
We further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
Place: Thane For JHR & Associates
Date: 6th July 2023 Company Secretaries
J H ranade (Partner) FCS: 4317, CP: 12520 UDIN:F004317E000555857
To,
The Members,
Sinnar Bidi Udyog Limited Registered Office:
62, Floor - 2nd, 217, Parekh Mahal, Lady Jamshedji Road, Shivaji Park,
Mahim, Mumbai 400016 IN
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
Place: Thane For JHR & Associates
Date: 6th July 2023 Company Secretaries
J H ranade (Partner) FCS: 4317, CP: 12520
CERTIFICATE
Based on our verification of the records maintained by Sinnar Bidi
Udyog Limited (CIN: L16002MH1974PLC017734) (hereinafter called ‘the Company')
including declarations / notices received from its Directors and also information / record
available on the website(s) of the Ministry of Corporate Affairs, Securities and Exchange
Board of India and Stock Exchanges where the equity shares of the Company are listed, we
hereby certify that, during the Financial year 2022-23, none of the Directors on the Board
of the Company were debarred or disqualified from being appointed or continuing as
directors of the Company by the Securities and Exchange Board of India /Ministry of
Corporate Affairs or any such statutory authority.
This certificate is being issued as per the requirements of Schedule V
(C) (10) (i) of the SEBI (Listing Obligations Mid Disclosure Requirements) Regulations,
2015.
Place: Thane Date: 6th July 2023
For JHR & Associates Company Secretaries
J. H. Ranade (Partner)
FCS: 4317, CP: 2520 UDIN :F004317E000555881
|