Your Directors are pleased to present the 27th Annual Report togetherwith Audited Financial Statements of your Company for the Financial Year ended March 312018.
| || ||(Rs In Lac) |
|FINANCIAL RESULTS ||Year ended 31st March 2018 ||Year ended 31st March 2017 |
|Profit before Depreciation ||3068.40 ||2100.69 |
|Depreciation ||81.35 ||67.83 |
|Profit before Tax ||2987.05 ||2030.59 |
|Provision for tax ||1031.79 ||702.91 |
|Profit after Tax ||1955.26 ||1328.45 |
|Balance brought forward from previous year ||5054.98 ||3725.03 |
|Balance carried forward to ||7008.74 ||5054.98 |
|Balance Sheet || || |
During the year under review the Company reported gross revenue from operations of Rs11151.61 Lac as against Rs 9648.67 Lac during the FY 2016-17. The Company reportedProfit before Tax of Rs 2987.05 Lac and Profit after Tax of Rs 1955.26 Lac asagainst Rs 2030.59 Lac and Rs 1328.45 Lac respectively for the previous Financial Year.
The Board does not recommend payment of dividend for this year in order to conserveresources.
REPORT ON PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiaries associates or Joint ventures.
During the year Multibase SA (France) sold 800 equity shares purchased during the openoffer in 2016 to public through offer for sale. Thus Multibase S.A. (France) now holds 75%of the equity shares in the share capital of Multibase India Limited.
BOARD OF DIRECTORS
Pursuant to the provisions of Section 152 of the Companies Act 2013 Ms. MaithileeMistry (DIN 02152619) will retire at the ensuing Annual General Meeting of the Company andbeing eligible offers herself for reappointment.
None of Directors are disqualified from being appointed / reappointed 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 Director at theensuing Annual General Meeting.
DECLARATION GIVEN BY INDEPENDENT DIRECTORS
During the financial year under review declarations were received from all IndependentDirectors of the Company that they satisfy the "criteria of Independence" asdefined under Regulation 16(b) of SEBI Listing Regulations and Section 149(6) of theCompanies Act 2013 read with the Schedules and Rules made thereunder.
The Members had at the 26th Annual General Meeting of the Companyheld on 25th July 2017 appointed M/s BSR & Co. LLP CharteredAccountants (Firm Registration no.101248W/W-100022) as the Statutory Auditors of theCompany for a period of 5 years to hold office from the conclusion of the 26thAnnual General Meeting until the conclusion of 31st AnnualGeneral meeting of the Company. In terms of Section 139 of the Companies Amendment Act2018 such appointment no longer requires the ratification by the Members at each AnnualGeneral Meeting. Accordingly the term of Statutory auditors. M/s BSR & Co. LLPChartered Accountants (Firm Registration no.101248W/W-100022) as Statutory Auditorsshall continue for a consecutive term of 5 years.
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 Auditors' Report for the year ended March 31 2018 does not contain anyqualification reservation or adverse remark.
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 1 2017.
Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records andAudit) Rules 2014 your Company is not required to conduct Cost Audit for financial year2017-18.
However the Company is required to maintain cost records. Accordingly your Companyappointed B. F. Modi & Associates Cost Accountants for issuing the Compliance reportfor maintenance of the Cost records.
However 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 units for the year 2018-19. The Company has appointed M/s B F Modi& Associates Cost Accountants as Cost Auditors of the Company for the financial year2018-19 at a remuneration of Rs. 100000(excluding taxes) and reimbursement of out ofpocket at actuals. The remuneration shall be placed before the shareholders of the Companyat the forthcoming Annual general meeting of the Company for ratification.
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 andMs. Maithilee Mistry.
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 2018the Board of Directors hereby confirms that: a. in the preparation of the annual accountsthe applicable accounting standards had been followed along with proper explanationrelating to material departures; b. the directors had selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the company at theend of the financial year and of the 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. thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively. f. thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable 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 PractisingCompany 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 mayimpact shareholder value. The Board has also adopted a Risk Management Policy. The Companyhas adopted an enterprise wide framework that incorporates a system of risk oversightrisk management and internal control designed to identify assess monitor and managerisks consistent with the size of the business. Multibase applies risk management in awell-defined integrated framework that promotes awareness of risks and understanding ofthe company's risk tolerances. The Risk Management Framework enables a systematic approachto risk identification leverage of any opportunities and provides treatment strategies tomanage 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.
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 CSRCommittee are Mr. Harish Narendra Motiwalla (Chairman) Mr. Ashok Chhabra and Mr.Deepak Dhanak. The other members of the Committee are Ms. Ramolla Karnani and Ms. RubyThapar.
The company has spent an amount of Rs 54577 under preventive health care for CSRactivity of the Company and the Company is looking forward to perceive more appropriateand suitable activities for investing in the field of Corporate Social 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.
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.
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 13th February 2018. Thecriteria 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. The details of the familiarization programme is uploaded on the websiteof the Company www. multibaseindia.com
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.
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. As per the Regulation 23(8)of the SEBI Regulations the Company seeks approval of shareholders for passing necessaryresolution at the forthcoming Annual General meeting of the Company. In compliance withRegulation 23 of the SEBI Listing Regulations the Company has adopted a policy to dealwith related party transactions and for determining material subsidiary. The policy is onthe website of the Company http://www.multibaseindia.com/policies.php
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
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings and Four 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.
The properties assets and inventories of your Company are adequately insured.
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
The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as Annexure V'.
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.
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 || |
|H.N. Motiwalla ||Deepak Dhanak |
|Non-executive Chairman ||Managing Director |
|DIN: 00029835 ||DIN: 03157491 |