Your Directors have pleasure in presenting 27th (Twenty Seventh) Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended 31st March2018.
1. FINANCIAL HIGHLIGHTS
The standalone and Consolidated financial statements for the financial year ended March31 2018 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
The Company s financial performance for the year ended 31st March 2018 and thecorresponding Figures for the last year are summarized below:- (Amount in Rupees)
|Particulars || |
| ||2017-2018 ||2016-2017 ||2017-2018 ||2016-2017 |
|Revenue from operations ||1291846839 ||991513275 ||1514702361 ||1268974355 |
|Other Income ||40926882 ||2353637 ||43105258 ||8306574 |
|Total Income ||1332773721 ||993866912 ||1557807619 ||1277280929 |
|Gross Expenditure ||1321187899 ||981821035 ||1536722915 ||1264818305 |
|Less Interest ||9659857 ||11078404 ||18478759 ||11169669 |
|Profit before Depreciation ||1925965 ||967473 ||2605945 ||1292955 |
|Less Depreciation ||1497843 ||666090 ||1658407 ||930611 |
|Profit after depreciation and Interest/Net Profit Before Tax ||428122 ||301383 ||947538 ||362344 |
| || || || || |
|Less Exceptional items ||- ||- ||60500 ||- |
|Profit before extraordinary items and tax ||428122 ||301383 ||887038 ||362344 |
|Less Current Tax ||900000 ||1590561 ||980000 ||2185040 |
|Less Previous year adjustment of Income Tax ||- ||- ||- ||- |
|Less Deferred Tax ||(238052) ||66532 ||(216916) ||141358 |
|Net Profit after Tax ||(233826) ||(1355710) ||123954 ||(1964054) |
|Other Comprehensive income for the year net of tax ||23421414 ||(28264993) ||23421414 ||(28264993) |
|Total Comprehensive income/(loss) for the year ||23187588 ||(29620703) ||23545368 ||(30229047) |
|Earnings per Share (Basic) ||(0.03) ||(0.17) ||2.95 ||(3.79) |
|Earnings per Share (Diluted) ||(0.03) ||(0.17) ||2.95 ||(3.79) |
*Figures for the current financial year 2017-18 have been consolidated pursuant tomerger of Athena Multitrade Private Limited with the Company vide order of Hon ble NCLTPrinciple Bench Delhi dated 13.04.2018 effective from 17.04.2018 whereas appointed datewas 01.04.2016. Thus the figures have been consolidated accordingly.
Standalone performance: Your Company s gross turnover has increased to Rs. 12918.46/-Lakhs as compared to Rs. 9915.13/- Lakhs in previous year. PBT increased to 4.28 Lakhs ascompared to Rs. 3.01/- Lakhs in previous year. Your Directors are confident of improvedperformance by the Company in financial year 2018-19.
Consolidated performance: The Company s consolidated gross turnover increased to Rs.15147.02/- Lakhs as compared to Rs.12689.74/- Lakh in previous year. PBT increased to Rs.26.05/- Lakhs compared to Rs.12.92/- Lakhs in previous year.
Except as disclosed elsewhere in the Report there have been no material changes andcommitments which can affect the financial position of the Company between the end of theFinancial Year and the date of this Report.
The Board of Directors of the Company in its meeting held on October 29 2016 hasapproved a Scheme of Amalgamation of Athena Multitrade Private Limited (TransferorCompany) with Sahyog Multibase Limited (Transferee Company) and an application was movedbefore the Hon ble NCLT Principle Bench Delhi for an amalgamation of respectivecompanies with a view of Consolidation of business enhancement of Competitive strengthsand overall operational synergy.
The said Scheme of Amalgamation has been approved by the Hon ble NCLT Principle BenchDelhi dated 13.04.2018 effective from 17.04.2018 and the appointed date for consolidationis 01.04.2016.
The Company has allotted 5217688 equity shares to the shareholders of transferorCompany as consideration of Merger in terms of approved Scheme of Amalgamation in theratio 3875:100 i.e. 3875 equity shares of Rs. 10/- each for every 100 (Hundred) equityshares held of Athena Multitrade Private Limited.
During the year under review the Authorized Share Capital of the Company consolidatedwith transferor Company pursuant to approved Scheme of Amalgamation stands at Rs.87000000/- (Eight Crore Seventy Lakhs) divided into 8700000 (Eighty Seven Lakh)Equity Shares of Rs. 10/- each. The Issued Subscribed and Paid up Capital stands at7976072 (Seventy Nine Lakhs Seventy Six Thousand Seventy Two Only) Equity Shares ofRs.10/- each aggregating to Rs. 79760720/- (Seven Crore Ninety Seven Lakhs SixtyThousand Seven Hundred Twenty ).
RESERVES AND SURPLUS
Reserves and Surplus of the Company stands at Rs. 43.03 Crores as against Reserve andSurplus of Rs. 40.72 Crores in the previous financial year 2016-17 respectively.
Your Company is financially strong and self reliant in terms of its funds generationdebt servicing and has been able to generate sufficient profits for dividend payouts. Aconstant rise in turnover and profits of the Company is apparent and your directors areexpecting better results both in terms of operations of the Company and its financialposition.
2. STATE OF AFFAIRS OF THE COMPANY
The Company has been expanding its operations both in terms of product base andcustomer base. We have been trying to capture new markets for our products. The operationsof the Company are growing steadily and constant raise in performance of the Company isevident from its promising financial prospects.
As a move forward and with the help of information technology your Company is planningto explore new products in market.
Subsidiary Companies Joint Venture and Consolidated Financial Statements
Your Company has one Subsidiary Company as on 31st March 2018. The members may referto the financial statements forming part of the Annual Report as required under theprovisions of Section 129(3) of the Companies Act 2013. The key highlights of thesubsidiary company are as under:
Tavares Tradelinks Pvt. Ltd.: This Company recorded a turnover of 2311.64 Lakhs forthe year ended 31st March 2018 (Previous year of 3520.27 Lakhs) and also recorded aprofit of 3.57 Lakhs for the year ended 31st March 2018 (Previous year of -6.08 Lakhs).
Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.1% (Ten Paisa) pershare on 7976072 (Seventy Nine Lakhs and Seventy Six Thousand and Seventy Two) EquityShares for the current financial year. The dividend if approved and declared in theensuing Annual General meeting would result in a payout of Rs. 797607/- (Rupees SevenLakhs Ninety Seven Thousand Six Hundred Seven) and Dividend Distribution Tax of Rs.144977/- aggregating a total outflow of Rs. 942584/-.
The dividend would be payable to all Shareholders whose names appear in the Register ofMembers as on the Book Closure Date. The Register of Members and Share Transfer booksshall remain closed from Friday September 21 2018 to Thursday September 27 2018 (bothdays inclusive).
4. CHANGE IN THE NATURE OF BUSINESS IF ANY
There was no change in the nature of business of the Company during the financial yearended March 31 2018.
5. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WEREAPPOINTED OR HAVE RESIGNED DURING THE YEAR.
During the year under review the changes in composition of Board of Directors of theCompany are as under:-
|Name ||Appointment Date ||Cessation Date ||Remarks |
| || || || |
|Ghanshyam Prasad Gupta ||12.11.2009 ||- ||Director (Independent) |
|Meetu Aggarwal ||12.05.2016 ||- ||Director (Independent) |
|Naresh Kumar Singhal ||10.08.2016 ||- ||Director |
|Vishesh Gupta ||03.03.2017 ||- ||Managing Director |
|Chandan Kumar ||31.03.2015 ||22.01.2018 ||Chief Financial Officer |
|Chandan Kumar ||12.03.2018 ||- ||Chief Financial Officer |
|Neha Garg ||16.05.2016 ||- ||Company Secretary |
Further Mr. Chandan Kumar has been re-appointed as Chief Financial Officer of theCompany w.e.f 12.03.2018 in its meeting held on 02.04.2018 and designated as Whole-TimeDirector (Finance) & CFO of the Company w.e.f. 11th June 2018.
Pursuant to the provisions of Sections 196 197 198 and 203 read with Schedule V andother applicable provisions if any of the Companies Act 2013 (including any statutorymodification or re- enactment(s) thereof for the being in force) Mr. Vishesh Gupta (DINNo. 00287019) was appointed as Managing Director of the Company for a period of fiveyears w.e.f. 12.04.2017 at the 26th Annual General Meeting of the Company held on 27thSeptember 2017 at a remuneration perquisites and other terms and conditions as approvedby the Board in its meeting held on 12th April 2017.
Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment ofDirectors are also included in the Notice.
6. NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEARUNDER REVIEW.
a. Board Meeting
During the financial year under review 8 (Eight) 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 |
|12th April 2017 ||4 ||4 |
|27th May 2017 ||4 ||1 |
|03rd June 2017 ||4 ||4 |
|28th June 2017 ||4 ||4 |
|01st August 2017 ||4 ||4 |
|12th August 2017 ||4 ||4 |
|14th November 2017 ||4 ||4 |
|14th February 2018 ||4 ||4 |
b. Audit Committee
During the financial year under review 4 (Four) Audit Committee Meetings were held.The details of Meetings are as below:
|Date ||Members Strength ||No. of Members present |
|27th May 2017 ||3 ||3 |
|12th August 2017 ||3 ||3 |
|14th November 2017 ||3 ||3 |
|14th February 2018 ||3 ||3 |
c. Nomination and Remuneration Committee
During the financial year under review 3 (Three) Nomination & RemunerationCommittee Meeting were held. The detail of Meeting is as below:
|Date ||Members Strength ||No. of Members present |
|11th April 2017 ||3 ||3 |
|14th February 2018 ||3 ||3 |
|27th May 2017 ||3 ||3 |
7. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c)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 theCompany 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.
8. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY.
All 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 and the relevant rules.
9. FORMAL ANNUAL EVALUATION
In line with the statutory requirements enshrined under the Companies Act 2013 and theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardcarried out a performance evaluation of itself its Committees the Chairman and each ofthe other Directors. As in previous year this was carried out on the basis of frameworkapproved by the Nomination and Remuneration Committee. The Committee had unanimouslyconsented for an in-house review built on suggestive parameters. Based on the suggestiveparameters approved by the Nomination and Remuneration Committee the followingevaluations were carried out:
Review of Board as a whole by all the Members of the Board.
Review of all Board Committees by all the Members of the Board.
Review of Individual Directors by rest of the Board Members except the Directorbeing evaluated.
10. EXTRACT OF THE ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of theCompanies (Management and Administration) Rules 2014 is available atwww.sahyogmultibaselimited.com
1. Statutory Auditors
M/s Goyal Nagpal Chartered Accountants (Registration No. 018289C) New Delhi hasappointed as the Auditors of the Company to fill the casual vacancy caused by theresignation of M/s Akhil Mittal & Co. Chartered Accountants to hold office from theconclusion of this Annual General Meeting till the conclusion of next Annual GeneralMeeting.
2. Auditors Report
There are no qualifications reservations or adverse remarks or disclaimers made bythe M/s Akhil Mittal & Co. Statutory Auditors in their report. Observations made inthe Auditor s Report are self-explanatory and therefore do not call for any furthercomments under Section 134(1) of the Companies Act 2013.
3. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed there under M/s Aditi Agarwal & Associates CompanySecretaries were appointed as the Secretarial Auditors of the Company to carry out thesecretarial audit for the year ending March 31 2018. The Secretarial Audit Report givenby the Secretarial Auditors in Form No. MR-3 is annexed with this Report as "AnnexureA". There are no qualifications reservations or adverse remarks made bySecretarial Auditors in their Report.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013.
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are givenin the notes to Financial Statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
All Related party transactions are entered on an arm s length basis and are incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large.
The particulars of every contract and arrangement entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including certain arm s length transactions under third proviso thereto are disclosed inForm No. AOC-2 in "Annexure B" and form part of this Report.
14. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT.
The Company has not accepted any deposits during the year under review.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Pursuant to the provisions of Section 135(1) of the Companies Act 2013 CorporateSocial Responsibility is not applicable on your Company.
16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Risk Management and Governance Department of the Company have assured the existenceof various risk-based controls in the Company and also tested the key controls towardsassurance for compliance for the present fiscal. Further the testing of such controls wasalso carried out independently by the Statutory Auditors of the Company as mandated underthe provisions of the Companies Act 2013. In the opinion of the Board the existinginternal control framework is adequate and commensurate to the size and nature of thebusiness of the Company.
17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
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.
18. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review the Company has not transferred any amount in investorEducation and Protection Fund.
19. LISTING OF SECURITIES
The Shares of the Company are listed and traded at BSE. The Annual Listing Feeincluding applicable tax for the financial year 2018-19 has been paid to all StockExchanges.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption foreignexchange earnings and outgo as required under Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in "AnnexureC" and forms part of this Report.
The Board places on record its appreciation for the continued co-operation and supportextended to the Company by customers vendors regulators banks financial institutionsrating agencies stock exchanges and depositories auditors legal advisors consultantsbusiness associates and all the employees with whose help cooperation and hard work theCompany is able to achieve the results. The Board deeply acknowledges the trust andconfidence placed by the consumers of the Company and all its shareholders.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
| ||SD/- ||SD/- |
|Date: 10.08.2018 ||(Vishesh Gupta) ||(Naresh Kumar Singhal) |
|Place: New Delhi ||Managing Director ||Director |
| ||DIN: 0000255689 ||DIN: 0002987526 |