Sinnar Bidi Udy. Director Discussions


(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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Boards 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 Boards 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 Companys 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 Companys 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 arms 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 Companys 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 employees 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 companys 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 Companys 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 Companys 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 Companys 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 Companys 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