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Sahyog Multibase Ltd.

BSE: 539660 Sector: Financials
NSE: N.A. ISIN Code: INE052T01013
BSE LIVE 15:40 | 21 Aug 25.85 -0.65
(-2.45%)
OPEN

25.25

HIGH

27.40

LOW

25.25

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 25.25
PREVIOUS CLOSE 26.50
VOLUME 85
52-Week high 37.80
52-Week low 22.25
P/E 33.14
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.25
CLOSE 26.50
VOLUME 85
52-Week high 37.80
52-Week low 22.25
P/E 33.14
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sahyog Multibase Ltd. (SAHYOGMULTIBASE) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting 25th (Twenty Fifth) Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31st March2016.

FINANCIAL HIGHLIGHTS

The Company s financial performance for the year ended 31st March 2016 and thecorresponding Figures for the last year are summarized below:-

(Amount in Rupees)

Particulars 2014-2015 2013-2014
Revenue from operations 87030290 -
Other Income 2438437 1436530
Total Income 89468727 1436530
Gross Expenditure 88779227 982808
Less Interest 0.00 0.00
Profit before Depreciation 689500 453722
Less Depreciation 2530 212
Profit after depreciation and Interest/Net
Profit Before Tax 686970 453510
Less Exceptional items 0.00 1637
Profit before extraordinary items and tax 686970 451873
Less Current Tax 190000 135000
Less Previous year adjustment of Income Tax 61053 0.00
Less Deferred Tax 2594 0.00
Net Profit after Tax 433323 316873
Earnings per Share (Basic) 0.14 0.08
Earnings per Share (Diluted) 0.14 0.08

During the year under review the Company has achieved Net Sales of Rs. 8.70 Crore and aNet Profit before Tax of Rs. 6.86 Lacs as against Net Sales of Rs. 0.00 and a Net Profitbefore Tax of Rs. 4.51 Lacs in the previous financial year 2014-15 respectively.

Reserves and Surplus of the Company stands at Rs. 3.43 Lacs as against Reserve andSurplus of Rs. 2.78 Lacs in the previous financial year 2014-15 respectively.

Your Company is financially strong and self reliant in terms of its for fundsgeneration debt servicing and has been able to generate sufficient profits for dividendpayouts. A constant rise in turnover and profits of the Company is apparent and yourdirectors are expecting better results both in terms of operations of the Company and itsfinancial position.

STATE OF AFFAIRS OF THE COMPANY

Earlier the Company was a Non-Banking Financial Company registered with Reserve Bankof India. Recently the Company applied for surrender of its NBFC license and RBI hascancelled its license with effect from March 01 2016 and currently it is exploring newbusiness opportunities such as trading of various goods.

The Shares of the Company was earlier listed on Delhi Stock Exchange (DSE) and LudhianaStock Exchange (LSE) and after de-recognition of DSE and LSE by SEBI on November 19 2014and December 30 2014 respectively it got listed directly on BSE. At present equityshares of the Company are listed and traded at BSE.

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.

FUTURE OUTLOOK

As a move forward your Company is planning to explore new business opportunities suchas trading of various goods.

DIVIDEND

Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.1% (Ten Paisa) pershare on 3060000 (Thirty Lac and Sixty Thousand) Equity Shares for the current financialyear.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

SHARE CAPITAL

During the year under review the Authorized Share Capital of the Company stands at Rs.35000000/- (Three Crores and Fifty Lac) divided into 35 00000 (Thirty Five Lac)Equity Shares of Rs. 10/- each. The Issued Subscribed and Paid up Capital stands at 3060000 (Thirty Lacs Sixty Thousand) Equity Shares of Rs.10/- each aggregating to Rs. 306 00000/-(Rupees Three Crores Six Lacs only).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has undergone a complete management change during the year under review.The changes in composition of Board of Directors of the Company are as under:-

Name Appointment Date Cessation Date Remarks
Vikas Garg 28.10.2014 22.04.2015 Additional Director (Independent)
Pankaj Kumar Gupta 28.10.2014 16.05.2016 Director (Independent)
Seema Garg 31.03.2015 10.03.2016 Director (Independent Women Director)
Karan Kapoor 18.04.2015 Managing Director
Sunil Kapoor 18.04.2015 Director
Ghanshyam Prasad Gupta 12.11.2009 Director (Independent)
Chandan Kumar 31.03.2015 Chief Financial Officer
Siddharth Aggarwal 31.03.2015 16.05.2016 Company Secretary

Further Mrs. Meetu Aggarwal has been appointed as Additional Director (Women Director)of the Company w.e.f. 12th May 2016.

NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW

a. Board Meeting

During the financial year under review 10 (Ten) Board Meetings were held as againstthe minimum requirement of 4 (four) Board Meetings. The details of Board Meetings are asbelow:

Date Board Strength No. of Director present
18th April 2015 4 4
22nd April 2015 5 5
8th May 2015 5 4
28th May 2015 5 5
17th July 2015 5 4
14th August 2015 5 4
5th October 2015 5 4
22nd October 2015 5 4
25th January 2016 5 5
28th March 2016 5 5

b. Audit Committee

During the financial year under review 6 (Six) Audit Committee Meetings were held asagainst the minimum requirement of 4 (four) Meetings. The details of Meetings are asbelow:

Date Members Strength No. of Members present
28th May 2015 3 3
17th July 2015 3 3
14th August 2015 3 3
22nd October 2015 3 3
25th January 2016 3 3
28th March 2016 3 3

c. Nomination and Remuneration Committee

During the financial year under review 1 (One) Nomination & Remuneration CommitteeMeeting were held. The detail of Meeting is as below:

Date Members Strength No. of Members present
17th April 2015 3 3

AUDITORS & AUDITORS’ REPORT

M/s ARSK & Associates Chartered Accountants (Firm Registration No. 315082E) NewDelhi were appointed as Auditors of the Company at the Annual General Meeting held on 30thSeptember 2015. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. The Company has received acertificate from the Auditors to the effect that if their appointment is confirmed itwould be in accordance with the provisions of Section 141 of the Companies Act 2013.

The report of the Auditors together with their notes to accounts forming part of theBalance Sheet and the Cash Flow Statement as at 31st March 2016 and the Statement ofProfit & Loss for the year ended on that date which are self explanatory and do notcall for any further explanation from the Directors.

ANNUAL RETURN

The extracts of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in "Annexure A" annexed to this Report.

INTERNAL CONTROL SYSTEMS

The Board is of the opinion that adequate internal controls exists in the Companycommensurate with the size and operations of the Company. The Management continuouslyreviews the internal control systems and procedures for the efficient conduct of theCompany s business and Financial Statements. The Company adheres to the prescribedguidelines with respect to the transactions financial reporting and ensures that all itsassets are safeguarded and protected against losses.

Internal Control Systems are implemented to safeguard the Company s assets from loss ordamage to keep constant check on the cost structure to prevent revenue leakage toprovide adequate financial and accounting controls and implement accounting standards.

SECRETARIAL AUDITORS & SECRETARIAL AUDITORS’ REPORT

The Company has in terms of Section 204 of the Companies Act 2013 appointed Mr. TarunSaini Company Secretary for Secretarial Audit of the financial year 2015-16 the reportof secretarial auditor is annexed hereto and forming part of this report. The report ofSecretarial Auditors is self explanatory and do not call for any further explanation fromthe directors and is hereby Annexed as Annexure-C.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

1. That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

2. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;

3. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the directors had prepared the annual accounts on a going concern basis; and

5. the directors had laid down internal financial controls to be followed by the

Company and that such internal financial controls are adequate and were operatingeffectively.

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 listing agreement and the relevant rules.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT PAYMENT OF

REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has laid down policy on appointment of Directors payment of

Managerial Remuneration Directors qualifications positive attributes independence ofDirectors and other related matters in terms of Section 178(3) of the Companies Act 2013is annexed herewith as "Annexure B."

The composition of Nomination & Remuneration Committee is detailed as under:

Name of Members Designation Meetings Held Meeting Attended
Seema Garg* Chairman 2 2
Pankaj Kumar Gupta* Member 2 2
Sunil Kapoor Member 2 2

* Mrs. Seema Garg and Pankaj Kumar Gupta are no longer associated with the Company asDirectors. They resigned from Directorship on 10.03.2016 and 16.05.2016 respectively.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

In terms of Section 177 of the Companies Act 2013 read with rules 6 & 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 the Audit

Committee of the Company is duly constituted and consists of the following Independent& Non-Executive Directors as members:

Name of Members Designation Meetings Held Meeting Attended
Pankaj Kumar Gupta* Chairman 6 6
Seema Garg* Member 6 6
Sunil Kapoor Member 6 6

* Mrs. Seema Garg and Pankaj Kumar Gupta are no longer associated with the Company asDirectors. They resigned from Directorship on 10.03.2016 and 16.05.2016 respectively.

The Company has also established a vigil mechanism and overseas it through the AuditCommittee to resolve the genuine concerns expressed by the employees and other directors.The Company has also provided adequate safeguards against victimization of employees anddirectors who express their concerns. The Company has also provided direct access to theChairman of the Audit Committee on reporting issues concerning the interests ofco-employees and the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

There are no Loans Guarantees Security etc. availed by the Company from any otherBody Corporate. The Company is also not availing any facilities from Banks/FinancialInstitutions.

Other unsecured loans represents loans from Directors are taken by the Company from itsDirectors from time to time.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into any material related party transactions in terms ofSection 188 of Companies Act 2013. Hence disclosures under this head are not applicableto the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 regarding conservation of energy technology absorptionadoption and innovations do not apply to our Company being a NBFC. The Company does nothave any foreign exchange earnings and outgo during the year under review.

LISTING OF SECURITIES

The Shares of the Company was earlier listed on Delhi Stock Exchange (DSE) and LudhianaStock Exchange (LSE) and after de-recognition of DSE and LSE by SEBI on November 19 2014and December 30 2014 respectively it got listed directly on BSE. At present equityshares of the Company are listed and traded at BSE. The Annual Listing Fee includingservice tax for the financial year 2014-15 has been paid to all Stock Exchanges.

ACKNOWLEDGEMENTS

Your directors place on the record their sincere appreciation for the valuableassistance and continued support received from our esteemed customers governmentauthorities financial institutions banks and shareholders of the Company. We furtherexpress our gratitude to all our employees for their committed services to the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

SD/- SD/-
Date: 10.08.2016 (Karan Kapoor) (Pankaj Kumar Gupta)
Place: New Delhi Managing Director Director
DIN: 07161520 DIN: 07003962