Multibase India Ltd.
|BSE: 526169||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE678F01014|
|BSE 00:00 | 29 May||107.80||
|NSE 05:30 | 01 Jan||Multibase India Ltd|
|Mkt Cap.(Rs cr)||136|
|Mkt Cap.(Rs cr)||136.04|
Multibase India Ltd. (MULTIBASEINDIA) - Director Report
Company director report
REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED MARCH 31 2019
Your Directors are pleased to present the 28th Annual Report together withAudited Financial Statements of your Company for the Financial Year ended March 312019.
(' In Lac)
During the year under review the Company reported gross revenue from operations of Rs10993.96 Lac as against Rs 11151.62 Lac during the FY 2017-18. The Company reportedProfit before Tax of Rs 2177.71 Lac and Profit after Tax of Rs 153552 Lac as against Rs2987.04 Lac and Rs 1955.25 Lac respectively for the previous Financial year.
Further due to the global restructuring the Company's agreement to sell one of theirproducts namely Antifoam stands terminated with effect from 01 April 2019. The revenuefrom Antifoam for the year ended March 312019 and quarter ended March 312019 is Rs3683.14 lakhs and Rs 409.77 lakhs respectively and for year ended March 312018 andquarter ended March 31 2018 was Rs 3108.91 lakhs and Rs 825.46 lakhs respectively.
With a view to conserve the resources for the future your Directors have thought itprudent not to declare any dividend on Equity Shares for the year ended March 312019.
TRANSFER TO RESERVES
The Board of Directors have not recommended transfer of any amount of profit toreserves during the year under review. Hence the entire amount of profit for the yearunder review has been carried forward to the Statement of Profit and Loss.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiaries associates or Joint ventures.
"As you are aware DowDuPont Inc. is the ultimate holding company("DDI") of your Company. Pursuant to internal reorganization at the globallevel DDI has hived off its material sciences business and agricultural business into twopublicly traded companies. DDI now houses the Speciality products business which includesyour Company and continues to remain the ultimate holding company of your Company.Pursuant to such internal reorganization DDI has now been renamed as DuPont deNemoursInc."
REVISION OF FINANCIAL STATEMENT
There was no revision to the financial statements for any of the preceding financialyears.
BOARD OF DIRECTORS
Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Deepak Dhanak(DIN 03157491) will retire at the ensuing Annual General Meeting of the Company and beingeligible offers himself for reappointment.
During the year under review Mr. Harish Motiwalla (DIN: 00029835) and Mr. AshokChhabra (DIN: 00059677) were reappointed as Independent Directors of the Company for aperiod of five years commencing from 1st April 2019 upto 31stMarch 2024 by the Shareholders of the Company by way of Postal Ballot.
Ms. Suely Mori (DIN 07046468) Mr. Vipul Babu (DIN 07737345) and Ms. Maithilee Mistry(DIN 02152619) ceased to be Director of the Company with effect from 31stMarch 2019. The Board placed on record its appreciation for the valuable servicesrendered by Ms. Suely Mori Mr. Vipul Babu and Ms. Maithilee Mistry during their tenure asDirectors of the Company.
Further Mr. Krishan Phophalia (DIN 08395171) Ms. Latha Nair (DIN 08389056) and Mr.Angad Singh Kalsi (DIN 07597128) were appointed as Additional Directors by the Board ofDirectors with effect from 1st April 2019 pursuant to the provisions ofSection 161 of the Companies Act 2013 to hold office upto the date of ensuing AnnualGeneral Meeting.
Mr. Angad Singh Kalsi (DIN 07597128) resigned w.e.f 29th May 2019 and Mr.John Singer was appointed as additional director w.e.f 29th May 2019 to holdoffice upto the date of ensuing Annual General Meeting.
The Company has in terms of Section 160(1) of the Act received in writing notice fromMembers proposing the candidature of above persons for the office of Directors.
None of Directors are disqualified from being appointed / re-appointed as Directors ofthe Company as per the disclosure received from them pursuant to Section 164(2) of theCompanies Act 2013.
Your Board recommends the appointment/reappointment of the above Directors at theensuing Annual General Meeting.
Furthermore Mr. Satya Nagesh Ventrapragada resigned as the Chief Financial Officerwith effect from 31st March 2019. The Board thereafter on considering therecommendation of the Nomination and Remuneration Committee approved the appointment ofMr. Pankaj Holani as the Chief Financial Officer (CFO) of the Company with effect from 1stMay 2019.
Apart from the above no other Director or KMP were appointed or had retired orresigned during FY 2018-19.
Brief particulars and expertise of Directors seeking reappointment together with theirother directorships and committee memberships have been given in the annexure to thenotice of the Annual General Meeting in accordance with the requirements of the ListingRegulations and Secretarial Standards.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
During the financial year under review declarations were received from all theIndependent Directors of the Company that they satisfy the "criteria ofIndependence" as defined under Regulation 16(b) of SEBI Listing Regulations andSection 149(6) of the Companies Act 2013 read with the Schedules and Rules madethereunder. There has been no change in the circumstances or situation that could impairor impact their ability to discharge their duties.
CHANGE IN SHARE CAPITAL
The Company has not made any issue of shares during the year and its Share Capital forthe year ended 31st March 2019 remains unchanged.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable
The Members had at the 26th Annual General Meeting of the Company held on 25thJuly 2017 appointed M/s BSR & Co. LLP Chartered Accountants (Firm Registration no.101248W/W-100022) as the Statutory Auditors of the Company for a period of 5 years to holdoffice from the conclusion of the 26th Annual General Meeting until theconclusion of 31st Annual General meeting of the Company. In terms of Section139 of the Companies Amendment Act 2018 such appointment no longer requires theratification by the Members at each Annual General Meeting. Accordingly the term ofStatutory auditors M/s BSR & Co. LLP Chartered Accountants (Firm Registrationno.101248W/W-100022) as Statutory Auditors shall continue for a consecutive term of 5years. The report of the Statutory Auditors along with notes to Schedules is a part of theAnnual Report.
Pursuant to Section 204 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 your Company appointed M/s DhrumilM Shah & Co Practicing Company Secretary to conduct the Secretarial Audit of yourCompany. The Secretarial Audit Report is enclosed as Annexure I' to this report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
STATUTORY AUDITORS REPORT
The Report of the Statutory Auditors on the Company's Accounts for the year ended March31 2019 is selfexplanatory and does not contain any qualification adverse remark orobservation.
INDIAN ACCOUNTING STANDARDS:
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February 16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of Companies. Ind AS has replaced the existing Indian GAAP as prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. For your Company Ind AS was applicable from April 12017.
Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records andAudit) Rules 2014 your Company was required to conduct Cost Audit for financial year2018-19.
Accordingly your Company appointed M/s. B. F. Modi & Associates Cost Accountantsas Cost Auditors for financial year 2018-19
As per the provisions of Section 148 of the Companies Act 2013 the Company isrequired to appoint Cost Accountant to carry out the cost audit of cost records of theCompany's manufacturing unit for the year 2019-20. The Company has appointed M/s B F Modi& Associates Cost Accountants as Cost Auditors of the Company for the financial year2019-20. The remuneration as fixed by the Board of Directors is required to be ratified bymembers at the forthcoming AGM of the Company.
The Board of Directors recommend the ratification of the Cost Auditor's remuneration atthe forthcoming AGM.
Your Directors have in compliance with the provisions of Section 177 of the CompaniesAct 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 constituted the Audit Committee of the Board. As on date the members ofthe Audit Committee are Mr. Harish Narendra Motiwalla (Chairman) Mr. Ashok Chhabra andMr. Krishan Phophalia.
The scope and terms of reference of the Audit Committee is in accordance with the Actand it reviews the information as required under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
During the year under review there were no instances of recommendation by the AuditCommittee not being accepted by the Board of Directors of the Company.
The Company Secretary acts as Secretary of the Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
Your Board of Directors has formulated the Corporate Social Responsibility (CSR) Policypursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 based on therecommendations of the CSR Committee. The CSR Policy is available on the website of theCompany http://www.multibaseindia.com/policies.php
As on date the members of the CSR Committee are Mr. Harish Narendra Motiwalla(Chairman) Mr. Ashok Chhabra (Member) and Mr. Deepak Dhanak (Member).
The company has spent an amount of Rs 36.65 Lac under Education Social andEconomic development for CSR activity of the Company and the Company is looking forward toperceive more appropriate and suitable activities for investing in the field of CorporateSocial Responsibility.
A brief outline of the CSR Policy of the Company and the Annual Report on CSRactivities as required by the Companies (Corporate Social Responsibility Policy) Rules2014 are set out in Annexure II' to this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company
for the year ended 31st March 2019 the Board of Directors hereby confirmsthat:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. 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;
c. 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;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION & ANALYSIS
A separate report on Management Discussion & Analysis is appended to this AnnualReport and forms part of this Directors' Report.
In compliance with Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed Report on CorporateGovernance is enclosed as a part of this Annual Report. A certificate from a PracticingCompany Secretary regarding compliance of the conditions of Corporate Governance asstipulated under Schedule V (E) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is appended to this Annual Report and forms part of thisDirectors' Report.
The Company recognizes risk management as an integral component of good corporategovernance and fundamental in achieving its strategic and operational objectives. Itimproves decision-making defines opportunities and
mitigates material events that may impact shareholder value. The Board has also adopteda Risk Management Policy. The Company has adopted an enterprise wide framework thatincorporates a system of risk oversight risk management and internal control designed toidentify assess monitor and manage risks consistent with the size of the business.Multibase applies risk management in a well-defined integrated framework that promotesawareness of risks and understanding of the company's risk tolerances. The Risk ManagementFramework enables a systematic approach to risk identification leverage of anyopportunities and provides treatment strategies to manage transfer and avoid risks.
INTERNAL CONTROL AND INTERNAL AUDIT
The Company has an adequate Internal Control System commensurate with the size andnature of its business. The Company continues to engage M/s. Mukund & Rohit CharteredAccountants as its Internal Auditor. During the year the Company continued to implementtheir suggestions and recommendations to improve the control environment. Their scope ofwork includes review of processes for safeguarding the assets of the Company review ofoperational efficiency effectiveness of systems and processes and assessing the internalcontrol strengths in all areas. Internal Auditors findings are discussed with the processowners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.
CRITERIA FOR APPOINTMENT OF DIRECTORS AND RELATED MATTERS
The criteria for appointment of directors related matters and the remuneration policyis provided in Annexure III' to this Report. The remuneration policy of the Companyis designed to attract motivate and retain employees in a competitive market. TheNomination and Remuneration Policy can be accessed on the website of the Company at
ANNUAL EVALUATION OF THE DIRECTORS AND THE BOARD
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance and the directorsindividually. The evaluation of the Chairman non-independent directors and the Board wasconducted at the Independent Directors meeting held on February 12 2019.
The Board of Directors (excluding the Director being evaluated) had in their held onFebruary 12 2019 evaluated the performance of all the Independent Directors on the Boardand determined to continue with the term of appointment of the Independent Directors.
The criteria for evaluation are provided in Annexure III' of this report.
DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:
The independent directors of the Company are informed about their roles rightsresponsibilities in the company nature of the industry in which the company operates andrelated matters. Periodic presentations are made at the Board and Committees meetingsrelating to the Company performance.
The details of the familiarization programme is uploaded on the website of the Company
In the Opinion of the Board of the Directors of the Company the Independent Directorsof the Company fulfill the conditions specified in Listing Regulations and are independentof the management of the Company.
RELATED PARTY TRANSACTIONS
All Related Party Transactions entered by the Company during the financial year were inthe ordinary course of business and at arm's length basis. The details of material relatedparty transactions i.e. transactions exceeding 10% of the annual consolidated turnover asper the last audited financial statements are furnished in Annexure IV' and formspart of this Report. All transactions with related parties are placed before the AuditCommittee for approval. An omnibus approval of the Audit Committee is obtained for theRelated Party Transactions which are repetitive in nature.
As per the requirement of Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Regulations") approval of the AuditCommittee was received for all the Related Party Transactions.
In compliance with Regulation 23 of the SEBI Listing Regulations the Company hasadopted a policy to deal with related party transactions and for determining materialsubsidiary. The policy is on the website of the Company
PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES
During the year the Company granted a loan of Rs 105000000 to its fellowsubsidiary i.e DDP Speciality Products India Private Limited (DDP') for its workingcapital requirement. The Said loan was repaid by DDP in June 2019.
The Company has not given any guarantees or made any investments in securities undersection 186 of the Act during the financial year under review.
VIGIL MECHANISM POLICY:
In compliance with the provisions of Section 177(9) of the Companies Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 the Companyhas an established Vigil Mechanism Policy-Whistle Blower Policy for Directors andemployees to report concerns about unethical behavior actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy.
The employees of the Company have the right to report their concern or grievance to theChairman of the Audit Committee. The Whistle Blower Policy is available on the website ofthe Company http://www.multibaseindia.com/policies.php
During the year under review the Company did not receive any whistle blower complaint.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 8 Board Meetings and 6 Audit Committee Meetings were convened and held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under Regulation 18 of the SEBI (ListingObligation and Disclosures Requirements) Regulations 2015.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by the regulators or courts ortribunals impacting the going concern status of your Company and its operations in future.
DISCLOSURES UNDER SECTION 134(3)(L) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments haveoccurred which could affect the Company's financial position between the end of thefinancial year of the Company and date of this report.
During the year The properties assets and inventories of your Company are adequatelyinsured.
The Company considers human resources as its most critical asset and is putting inplace various practices to ensure healthy work environment. Industrial relations continuedto be cordial and harmonious throughout the year.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014
Details of employees remuneration as required under the provisions of Section 197 ofthe Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are available at the Registered Office of the Companyduring working hours and shall be made available to any shareholder on request.
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are furnished inAnnexure V which form parts of this Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure VI' which form parts of this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are enclosed as Annexure VII' to thisreport. The same is also available on the website of the Company at
During the year under review there were no material or serious instances of fraudfalling within the purview of Section 143 (12) of the Companies Act 2013 and rules madethere under by officers or employees reported by the Statutory Auditors of the Companyduring the course of the audit conducted.
SEXUAL HARASSMENT AT WORKPLACE:
The Company has formulated a Policy on prevention of Sexual Harassment in accordancewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder which is aimed atproviding every woman at the workplace a safe secure and dignified work environment.
The Company has complied with the applicable provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder including constitution of the Sexual Harassment Committee.
No. of complaints filed during Financial Year 2018-19 NIL
No. of complaints disposed off during Financial Year NIL 2018-19
No. of complaints pending as on 31st March 2019 NIL
Electronic copies of Annual Report 2018-19 are sent to all members whose emailaddresses are registered with the Company/depository participant(s). For members who havenot registered their email addresses physical copies are sent in the permitted mode.
Your Directors state that no disclosures or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend voting or otherwiseand under Employees Stock Option Scheme as per provisions of Section 62(1) (b) of the Actread with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014.
b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
c) Exercising of voting rights in respect of shares purchased directly by employeesunder a scheme pursuant to Section 67(3) of the Companies Act 2013.
Your Directors place on record their appreciation for the contributions made by theemployees at all levels enabling the Company to achieve the performance during the yearunder review.
Your Directors thank the Central Government Government of Diu & Daman UnionTerritory as also the Government agencies bankers local bodies Registrar of Companiesstock exchanges depositories shareholders customers vendors associates of the Companyand other related organizations for their continuous co-operation and support in progressof the Company and also look forward to their continued confidence and trust in theCompany.
For and on Behalf of the Board
74/5-6 Daman Industrial Estate
Kadaiya Village Nani Daman
Daman and Diu Union Territory
Pin - 396210.
Tel.: +91 260 6614400
Fax: +91 260 2221578
Date : 5th August 2019
Place : Mumbai