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Company Information

Home » Market » Company Information

Bambino Agro Industries Ltd.

May 18
285.75 -5.30 ( -1.82 %)
VOLUME : 765
Prev. Close 291.05
Open Price 295.00
Bid PRICE (QTY.) 0.00 (0)
Offer PRICE (Qty.) 0.00 (0)
Bambino Agro Industries Ltd. is not traded in NSE
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Market Cap. ( ₹ ) 228.85 Cr. P/BV 3.36 Book Value ( ₹ ) 85.02
52 Week High/Low ( ₹ ) 461/195 FV/ML 10/1 P/E(X) 26.55
Bookclosure 22/12/2021 TTM EPS ( ₹ ) 9.70 Div Yield (%) 0.56
You can view full text of the latest Director's Report for the company.
Year End :2018-03 

Dear Members,

The Directors have pleasure in presenting the 35th Annual Report on the business and operations of the Company and the accounts for the financial year ended 31st March 2018.

1. Financial summary or Highlights/Performance of the Company: (Rs. In Lacs)


Year Ended 31st March 2018

Year Ended 31st March 2017

Sales & other income



Profit/doss) before depreciation, financial exps, tax & other adjustments



Less: financial expenses



Profit/(loss) before depreciation, tax & other adjustments



Less: depreciation



Profit before tax & other adjustments



Extraordinary items Provision for tax:


Current tax



Deferred tax



Net profit/loss after tax



Add: Profit brought forward



Opening balance of retained earnings



Profit available for appropriation



Less: dividend



Less: tax on proposed dividend



Less: tax on dividend



Transfer to general reserve



Other comprehensive income for the year, net of income tax



Surplus carried forward to balance sheet



State of Company's affairs

During the period under review, your company has earned revenue from operations and other income of Rs.16872.70 lacs with a net profit of Rs.383.48 lacs. The net profit has shown a positive impact despite the compact turnover when compared to last financial year. To combat the continued experience in the sluggish market and to minimize the impact of all this, company intends to focus on strengthening the distribution network, growing in weaker geographies and continuously striving for product innovation. Your Company will continue to scout for opportunities to enter new categories in food and in new geographies.

We continue to strengthen and drive our analogy of products by entering into category of cereals, liquid food and Whole Wheat Atta with our base material. New category extensions have been made in Vermicelli, Macaroni, Spaghetti and Pasta variants. Several opportunities are also in pipeline.

We continue to strive for overall value addition to existing and new products with health-promoting and disease-preventing ingredients.


Your Directors are pleased to recommend a dividend of 16% for the period of 31st March 2018 and the said dividend, if approved, would absorb a sum of Rs.1,28,14,154 plus dividend tax of Rs.26,08,725. The Dividend, if approved, at the ensuing Annual General Meeting will be paid to all eligible equity shareholders of the Company whose names appear in the register of members as on the record date.


Your Company proposes to transfer Rs.19,17,382 to General Reserve for the financial year ended 31st March 2018.

Share Capital

The Paid-up Share Capital of the Company as on 31st March 2018 is ? 8,00,88,460.

Number of Meetings of the Board of Directors

During the year ended 31st March 2018, Seven Board Meetings were held.

The dates on which the Board Meetings were held are 23rd May 2017, 6th July 2017, 12th August 2017, 9th September 2017, 13th November 2017, 28th November 2017 and 13th February 2018. The maximum time gap between any two consecutive meeting was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Directors Responsibility Statement as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments 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 31st March 2018 and of Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31st March 2018 on a going concern basis;

v) that the Directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement on compliances of applicable Secretarial Standards

Pursuant to para 9 of the revised secretarial standards, the Board herewith confirms to comply with all the applicable secretarial standards of Board and General Meeting w.e.f 1st October 2017.

Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149

The independent directors have submitted the declaration of independence, as required pursuant to section 149(7) of the Companies Ad, 2013 stating that they meet the criteria of independence as provided in sub-section(6).

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namely Mr. S. Nageswara Rao, Chairman, Dr. S. Venkataraman and Dr. Lalitha Ramakrishna Gowda as members.

Brief description of terms of reference:

- identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- carry on the evaluation of every director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a director,

- recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

- formulation of criteria for evaluation of Independent Directors and the Board;

- devising a policy on Board diversity; and

- any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - 1 to this Report. The policy on Related Party Transactions is available on the Company's website at /wp-content /uploads/2015/12/RPT-POLICY.pdf

Extracts of Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Ad, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure -2 to this Report

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act; 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - 3 to this Report.

Risk Management Policy

The Company has laid down the procedure for risk assessment and its mitigation through an internal Risk Committee. Key risks and their mitigation arising out of reviews by the Committee are assessed and reported to the Audit Committee on a periodic basis. The Risk Management Policy details the Company's objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities.

Corporate Social Responsibility

The brief outline of the corporate social responsibility (CSR) of the company are the initiatives undertaken by the Company on CSR activites during the year are set out in Annexure -4 of this report is in the fomat prescribed in the Companies (Corporate Social Responsibility) rules 2014, for other details regarding CSR committee please refer Corporate governance report

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made thereunder, on the recommendation of the Committee, the Board has in place Corporate Social Responsibility ('CSR') policy and the same is available on the website of the Company "”.

Company has spent the prescribed amount of ? 12.50 lacs on CSR activities in the areas of Eradicating hunger, Poverty and malnutrition and promoting healthcare. The details on CSR activities are provided in Annexure - 4 and forms part of this report

Board Evaluation

Pursuant to the provisions of the Companies Ad, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance and the performance of the individual Directors as well as the evaluation of the working of its Committees. The manner in which the evaluation was carried out has been detailed in the Corporate Governance Report


Ms. Myadam Shirisha (DIN No. 07906214) Director of the Company retires by rotation and being eligible, offers herself for re-appointment

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

The Board of Directors of the Company on recommendation of Nomination and Remuneration Committee at its meeting held on 30th July 2018 appointed Mr. S.S.N. Murthy as Additional Director of the Company up to the date of ensuing AGM. Board further recommends appointment of Mr. S.S.N. Murthy as Director - Finance for a period of 3 years w.e.f. 13th August 2018 on a remuneration of '. 7,00,000/- per month. Necessary resolutions seeking approval of members for appointment have been incorporated in the Notice of Annual General Meeting.

Mr. Sanjay Baral, Director - Sales & Marketing resigned from the Board on 30th July 2018.

Mr. S Nageswara Rao, Dr. S Venkataraman and Dr. Lalrtha Ramakrishna Gowda continue as Independent Directors on the Board of the Company. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act They have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in their status as Independent Director during the year.

For Directors seeking appointment/re-appointment in the forth coming Annual General Meeting of the Company, the particulars as required to be disclosed in accordance with Reg. 36 of SEBI (LODR) Regulations, 2015 is provided in notice of Annual General Meeting.


The Company has not accepted any deposits from the public in terms of Section 73 of the Companies Act 2013.

Loans, Guarantees and Investments

During the year, the Company has not given any loans, guarantees or made any investments covered under the provisions of section 186 of the Companies Act, 2013.

The details of investments made by company are given in the notes to the financial statements.


Statutory Auditors

At the 34th Annual General Meeting held on 29th March 2018 M/s. Kumar & Giri, Chartered Accountants (FRN No. 001584S) were appointed as Statutory Auditors of the Company to hold office for a period of 5 consecutive years till the conclusion of 39th Annual General Meeting (subject to ratification by the shareholders at each Annual General Meeting).

In terms of first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. However, Companies (Amendment) Act, 2017 omitted the first proviso to section 139 of Companies Act, 2013, that required ratification of appointment of Auditors at every Annual General Meeting.

Accordingly M/s. Kumar & Giri, Chartered Accountants will continue as Statutory Auditors of the company till conclusion of 39th Annual General Meeting of the Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Ad, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Chandrakanth Gorak, Practicing Company Secretary (CP No. 11346) to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 5'.

Audit Reports

- Report of the Statutory Auditors for the year does not contain any qualification, reservation or adverse remark of disclaimer or reporting of any offence or fraud.

- The Secretarial Audit Report does not contain any qualification, reservation or adverse remark of disclaimer.

Cost Audit

The Company is not required to maintain any cost records pursuant to the 148 of the Companies Act, 2013.

Audit Committee

The details pertaining to the role, objective and composition of the Audit Committee are included in the Corporate Governance Report which is part of the Annual Report for the year.

There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.

Corporate Governance

A separate report on Corporate Governance and Management Discussion and Analysis is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.


The SEBI (LODR) Regulations, 2015 mandated the formulations of certain policies for all listed companies. All the corporate policies are available on the company's The policies are reviewed periodically by the Board and updated based on need and new compliance requirement

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - 6 to this Annual Report There are no employees who are either employed for the whole/Part of the financial year are in receipt of remuneration exceeding Rs. 8.5 lacs per month or Rs. 102 lacs per annum as stipulated under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The information required pursuant to section 197(12) of the Companies Act, 2013 read with rule 5 of the companies (appointment & remuneration of managerial personnel) rules, 2014 is annexed herto as annexure-6a statement showing names & other particulars of the top ten employees & employees drawing Remuneration in excess of the limits prescribed under 5(2) of the said rule is also annexed to the Director's report as annexure 7, however as per the provisions of section 136(1) of the companies ad, 2013 the annual report is being sent to all the members excluding the aforesaid statement The statement is available for inspection at the registered office of the company during the working hours.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

Indian Accounting Standards (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification of the Companies (Indian Accounting Standards) Rules, 2015. The financials for the financial year 2017-18 were presented as per the Ind As format.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the Financial year ended 31st March 2018 to the date of signing of the Director’s Report

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Ad, 2013.

During the financial year ended 31st March 2018, the Company has not received any Complaints pertaining to Sexual Harassment

CEO's Declaration

Pursuant to the provisions of SEBI (LODR) Regulations, 2015 a declaration by the Managing Director of the Company declaring that all the members of the Board and the Senior Personnel of the Company have affirmed compliance with the Code of Conduct of the Company is enclosed.


Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation to employees at all levels for their commitment, hard work and dedicated support

For and on behalf of the Board of Directors

of Bambino Agro Industries Limited

M. Kishan Rao

Place: Secunderabad Chairman and Managing Director

Date: 30th July 2018 DIN No. 02425967