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मल्टीबेस इंडिया निदेशकों की रिपोर्ट, मल्टीबेस इंडिया निर्देशकों द्वारा रिपोर्ट

मल्टीबेस इंडिया

बीएसई: 526169  |  NSE: N.A  |  ISIN: INE678F01014  |  Plastics

खोजें मल्टीबेस इंडिया कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

To

The Members,

The Directors are pleased to present the 27th Annual Report together with Audited Financial Statements of your Company for the Financial Year ended March 31, 2018.

(Rs, In Lac).

FINANCIAL RESULTS

Year ended 31st March, 2018

Year ended 31st March, 2017

Profit before Depreciation

3068.40

2,100.69

Depreciation

81.35

67.83

Profit before Tax

2,987.05

2,030.59

Provision for tax

1031.79

702.91

Profit after Tax

1,955.26

1,328.45

Balance brought forward from previous year

5054.98

3,725.03

Balance carried forward to Balance Sheet

7,008.74

5,054.98

OPERATIONS

During the year under review, the Company reported gross revenue from operations of Rs, 11,151.61 Lac as against Rs, 9,648.67 Lac during the FY 2016-17. The Company reported Profit before Tax of Rs, 2,987.05 Lac and Profit after Tax of Rs, 1,955.26 Lac as against Rs, 2,030.59 Lac and Rs, 1,328.45 Lac respectively for the previous Financial Year.

DIVIDEND

The Board does not recommend payment of dividend for this year in order to conserve resources.

None of Directors are disqualified from being appointed / reappointed as Directors of the Company as per the disclosure received from them pursuant to Section 164(2) of the Companies Act, 2013.

Your Board recommends the appointment / reappointment of the above Director at the ensuing Annual General Meeting.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the “criteria of Independence” as defined under Regulation 16(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with the Schedules and Rules made thereunder.

AUDITORS

STATUTORY AUDITORS

The Members had at the 26th Annual General Meeting of the Company held on 25th July 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 hold office from the conclusion of the 26th Annual General Meeting until the conclusion of 31st Annual General meeting of the Company. In terms of Section 139 of the Companies Amendment Act, 2018 such appointment no longer requires the ratification by the Members at each Annual General Meeting. Accordingly the term of Statutory auditors. M/s BSR & Co. LLP Chartered Accountants, (Firm Registration no.101248W/W-100022), as Statutory Auditors shall continue for a consecutive term of 5 years.

SECRETARIAL AUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s Dhrumil M Shah & Co, Practicing Company Secretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is enclosed as ‘Annexure I'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

STATUTORY AUDITORS’ REPORT

The Auditors'' Report for the year ended March 31, 2018 does not contain any qualification, reservation or adverse remark.

INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain classes of Companies. Ind AS has replaced the existing Indian GAAP as prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts)

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 open offer 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. Maithilee Mistry (DIN 02152619) will retire at the ensuing Annual General Meeting of the Rules, 2014. For your Company, Ind AS was applicable from April 1, 2017.

COST AUDIT

Pursuant to provisions of Rule 5 (1) and Rule 3 (B) of the Companies (Cost records and Audit) Rules, 2014, your Company is not required to conduct Cost Audit for financial year 2017-18.

However the Company is required to maintain cost records.

Accordingly, your Company appointed B. F. Modi & Associates, Cost Accountants for issuing the Compliance report for maintenance of the Cost records.

However as per the provisions of Section 148 of the Companies Act, 2013, the Company is required to appoint Cost Accountant, to carry out the cost audit of cost records of the Company''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 year 2018-19 at a remuneration of Rs. 1,00,000(excluding taxes) and reimbursement of out of pocket at actuals. The remuneration shall be placed before the shareholders of the Company at the forthcoming Annual general meeting of the Company for ratification.

AUDIT COMMITTEE

Your Directors have, in compliance with the provisions of Section 177 of the Companies Act, 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 of the Audit Committee are Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Chhabra and Ms. Maithilee Mistry.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had 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 at the end 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 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;

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 the company and that such internal financial controls are adequate and were operating effectively.

f. the directors had devised proper systems to ensure compliance with the provisions of all 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 Annual Report and forms part of this Directors'' Report.

CORPORATE GOVERNANCE

In compliance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Report on Corporate Governance is enclosed as a part of this Annual Report. A certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Schedule V (E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended to this Annual Report and forms part of this Directors'' Report.

RISK MANAGEMENT

The Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. It improves decision-making, defines opportunities and mitigates material events that may impact shareholder value. The Board has also adopted a Risk Management Policy. The Company has adopted an enterprise wide framework that incorporates a system of risk oversight, risk management and internal control designed to identify, assess, monitor and manage risks consistent with the size of the business. Multibase applies risk management in a well-defined, integrated framework that promotes awareness of risks and understanding of the company''s risk tolerances. The Risk Management Framework enables a systematic approach to risk identification, leverage of any opportunities 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 and nature of its business. The Company continues to engage M/s. Mukund & Rohit, Chartered Accountants as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

Your Board of Directors has formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, based on the recommendations of the CSR Committee. The CSR Policy is available on the website of the Company http://www.multibaseindia.com/policies.php

As on date, the members of the CSR Committee 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. Ruby Thapar.

The company has spent an amount of '' 54,577 under preventive health care for CSR activity of the Company and the Company is looking forward to perceive more appropriate and 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 CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules,2014, 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 policy is 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 carried out an annual performance evaluation of its own performance and the directors individually. The evaluation of the Chairman, non-independent directors and the Board was conducted at the Independent Directors meeting held on 13th February 2018. 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, rights, responsibilities in the company, nature of the industry in which the company operates, and related matters. The details of the familiarization programme is uploaded on the website of the Company www. multibaseindia.com

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered by the Company during the financial year were in the ordinary course of business and at arm''s length basis. The details of material related party transactions i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements are furnished in ‘Annexure IV'' and forms part of this Report.

As per the requirement of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Regulations”), approval of the Audit Committee 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 necessary resolution at the forthcoming Annual General meeting of the Company.

In compliance with Regulation 23 of the SEBI Listing Regulations, the Company has adopted a policy to deal with related party transactions and for determining material subsidiary. The policy is on the 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 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has an established Vigil Mechanism Policy-Whistle Blower Policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation 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 the Chairman of the Audit Committee. The Whistle Blower Policy is available on the website of the Company http://www.multibaseindia.com/policies.php

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under Regulation 18 of the SEBI (Listing Obligation 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 or tribunals impacting the going concern status of your Company and its operations in future.

INSURANCE

The properties, assets and inventories of your Company are adequately insured.

INDUSTRIAL RELATION

The Company considers human resources as its most critical asset and is putting in place various practices to ensure healthy work environment. Industrial relations continued to be cordial and harmonious throughout the year.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have 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 Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation 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 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are enclosed as ‘Annexure VII'' to this report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during the year under review.

Your Directors thank the Central Government, Government of Diu & Daman Union Territory as also the Government agencies, bankers, local bodies, Registrar of Companies, stock exchanges, depositories, shareholders, customers, vendors, associates of the Company and other related organizations for their continuous co-operation and support in progress of the Company and also look forward to their continued confidence and trust in the Company.

For and on Behalf of the Board

H.N. Motiwalla Deepak Dhanak

Non-executive

Chairman Managing Director

DIN: 00029835 DIN: 03157491

Registered Office:

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 Email: compliance.officer@multibaseindia.com

Website: www.multibaseindia.com

CIN:L01122DD1991PLC002959

Date: 24th May 2018

Place: Mumbai

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `3336.6 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `2785.67 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `774.34 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `1262.06 Cr की बिकवाली
  • MARKET CUES : इंडेक्स ऑप्शंस में `1740.57 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `1477.38 Cr की बिकवाली
  • MARKET CUES : स्टॉक ऑप्शंस में `224.53 Cr की खरीदारी
  • CORONAVIRUS OUTBREAK : नार्वे में कोरोना वायरस का पहला मामला सामने आया
  • CORONAVIRUS OUTBREAK : द. कोरिया में कोरोना वायरस के 334 नए मामले आए
  • CORONAVIRUS OUTBREAK : चीन मेें कोरोना वायरस से अब तक 2,744 की मौत

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