Directors Report of Multibase India Ltd.
Mar 31, 2018
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 âcriteria of Independenceâ 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 âAnnexure I'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
STATUTORY AUDITORSâ 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.
DIRECTORSâ 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 âAnnexure 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 âAnnexure 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 âAnnexure IIIâ 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 âAnnexure IV'' and forms part of this Report.
As per the requirement of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Regulationsâ), 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 âAnnexure 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 âAnnexure 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 âAnnexure 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: [email protected]
Website: www.multibaseindia.com
CIN:L01122DD1991PLC002959
Date: 24th May 2018
Place: Mumbai
Mar 31, 2017
To
The Members,
The Directors are pleased to present the 26th Annual Report together with Audited Financial Statements of your Company for the Financial Year ended March 31, 2017.
(Rs. In Lac)
|
FINANCIAL RESULTS |
Year ended 31st March, 2017 |
Year ended 31st March, 2016 |
|
Profit before Depreciation |
2,100.69 |
1,572.09 |
|
Depreciation |
67.83 |
59.90 |
|
Profit before Tax |
2,032.86 |
1,512.19 |
|
Provision for tax |
702.91 |
524.49 |
|
Profit after Tax |
1,329.95 |
987.69 |
|
Balance brought forward |
3,725.03 |
2,737.33 |
|
from previous year |
||
|
Balance carried forward to |
5,054.98 |
3,725.03 |
|
Balance Sheet |
OPERATIONS
During the year under review, the Company reported gross revenue from operations of Rs. 9,648.67 lac as against Rs. 7,824.12 lac during the FY 2015-16. The Company reported Profit Before Tax of Rs. 2,032.86 Lac and Profit After Tax of Rs. 1,329.95 as against Rs. 1,512.19 Lac and Rs. 987.69 Lac respectively for the previous Financial Year.
DIVIDEND
The Board is optimistic about the future of the Company in light of the current favorable business environment in Indian market. Hence the Company has opted to invest further in the company. However during the last 12 months the Company has benefitted from low raw material price due to low oil price and this has generated significant positive impact on the profitability of the Company but oil price remain uncertain and we need to remain cautious.
Therefore the Board proposes to plough back the funds into the Company for business expansion and therefore does not recommend payment of dividend for the year.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiaries, associates or Joint ventures.
Multibase S.A. (France) holds 75% of the equity shares of Multibase India Limited. The ultimate holding Company of Multibase S.A (France) was Dow Corning Corporation. Dow Corning Corporation (US Corporation) (DCC) was formed as a 50:50 joint venture of Corning Inc. and Dow Holdings LLC. On June 1, 2016 Dow Holdings LLC gained 100% equity stake of DCC. Accordingly Dow Holdings LLC, a subsidiary of The Dow Chemical Company (a US corporation) became 100% holding company of DCC. By virtue of aforesaid change in the holding of DCC, Multibase India Limited became an indirect subsidiary of Dow Holdings LLC.
BOARD OF DIRECTORS
During the financial year Mr. Deepak Dhanak was reappointed as the Managing Director of the Company for a period of 3 years w.e.f. 2nd March 2017
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Suely Mori (DIN 07046468) will retire at the ensuing Annual General Meeting of the Company and being eligible, offers herself for reappointment.
Mr. Vipul Babu (DIN: 07737345) has been appointed as an Additional Director of the Company w.e.f. May 22, 2017 and holds office as such up to the date of the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Article 137 of Articles of Association of Company. The Company has received a notice in writing from one of its members proposing the candidature of Mr. Vipul Babu for the office of Directorship pursuant to Section 160 of the Companies Act, 2013.
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 Directors 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 âcriteria of Independenceâ 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 there under.
AUDITORS STATUTORY AUDITORS
The Members at the 23rd Annual General Meeting (âAGMâ) had approved the appointment of M/s Deloitte Haskins & Sells (Firm Registration No.117364W) as Statutory Auditors of your Company for a period of 3 years to hold office from the conclusion of the 23rd AGM until the conclusion of the 26th AGM. The term of M/s Deloitte Haskins & Sells, Statutory Auditors expires at the ensuing Annual General Meeting of the Company. The Company proposes to appoint 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 31 st Annual General meeting of the Company. In terms of Section 139 of the Companies Act, 2013 such appointment is subject to the ratification by the Members at every Annual General Meeting. M/s BSR & Co. LLP Chartered Accountants, (Firm Registration no. 101248W/W-100022) have confirmed their eligibility to act as the Auditors of your Company.
Further, as required under Regulation 33(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Accordingly, your Directors seek the appointment of M/s BSR & Co. LLP, Chartered Accountants, (Firm Registration no. 101248W/W-100022), as Statutory Auditors for a consecutive term of 5 years subject to ratification of shareholders at every Annual General Meeting.
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 âAnnexure I'' to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
STATUTORY AUDITORSâ REPORT
The Auditors'' Report for the year ended March 31, 2017 does not contain any qualification, reservation or adverse remark.
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.
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.
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.
DIRECTORSâ 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, 2017, 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 Practicing 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 AUDIT
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/financial-result/policies.htm
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.
However the Company needs to plough back funds for business expansion. The Company does not have sufficient reserves and hence has also not paid dividend to its shareholders. Hence the Board on the recommendation of the CSR committee in its meeting held on February 7, 2017 has decided that the company would not spend on CSR activities till the time the Company has sufficient reserves to pay dividend to shareholders.
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 âAnnexure 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 âAnnexure 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 7th February 2017. The criteria for evaluation are provided in âAnnexure IIIâ 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 âAnnexure IV'' and forms part of this Report.
As per the requirement of Regulation 23 under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Regulationsâ), 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/financial-result/policies.htm
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 Board of Directors have established the 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/financial-result/ policies.htm
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and five 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 âAnnexure 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 âAnnexure 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 âAnnexure 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 Managing Director
Chairman DIN: 03157491 DIN: 00029835
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: [email protected]
Website: www.multibaseindia.com
CIN:L01122DD1991PLC002959
Date: 22nd May 2017
Place: Mumbai
Mar 31, 2015
The Directors are pleased to present the 24th Annual Report together
with Audited Financial Statement of your Company for the Financial Year
ended March 31, 2015.
(Rs,In Lac)
FINANCIAL RESULTS Year ended Year ended
31st March, 31st March,
2015 2014
Profit before Depreciation 1,164.37 799.20
Depreciation 70.71 47.22
Profit before Tax 1,093.65 751.98
Provision for tax 371.49 244.09
Profit after Tax 722.16 507.89
Balance brought forward 2,024.67 1,516.78
from previous year
Balance carried forward to 2,737.33 2,024.67
Balance Sheet
OPERATIONS
During the year under review, the Company reported gross revenue from
operations of Rs. 6,824.92 lac as against Rs. 6,048.19 lac during the FY
2013-14. The Company reported Profit Before Tax of Rs. 1,093.65 Lac and
Profit After Tax of Rs. 722.16 Lac as against Rs. 751.98 Lac and Rs. 507.89
Lac respectively for the previous Financial Year.
DIVIDEND
In order to conserve resources for the long term needs of the Company,
your Directors do not recommend payment of any dividend for the year.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:
The Company does not have any subsidiaries, associates or Joint
ventures.
BOARD OF DIRECTORS
During the financial year 2014-15, Ms. Suely Mori was appointed as an
Additional Director of the Company w.e.f. February 13, 2015, and holds
office as such up to the date of the ensuing Annual General Meeting of
the Company pursuant to the provisions of Section 161 of the Companies
Act, 2013 read with Article 137 of Articles of Association of Company.
The Company has received a notice in writing from one of its members
proposing the candidature of Ms. Suely Mori for the office of
Directorship pursuant to Section 160 of the Companies Act, 2013.
Pursuant to the provisions of Section 152 of the Companies Act, 2013,
Mr. Peter Cartwright will retire at the ensuing Annual General Meeting
of the Company and being eligible, offer himself for reappointment.
None of Directors are disqualified from being appointed / re- appointed
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
Directors 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 Clause 49 of the Listing
Agreement and Section 149(6) of the Companies Act, 2013 read with the
Schedules and Rules made there under.
AUDITORS
STATUTORY AUDITORS
The Members at the 23rd Annual General Meeting ("AGM") had approved the
appointment of M/s. Deloitte Haskins & Sells (Firm Registration No.
No.117364W) as Statutory Auditors of your Company for a period of 3
years to hold office from the conclusion of the 23rd AGM until the
conclusion of the 26th AGM. In terms of section 139 of the Companies
Act, 2013 such appointment is subject to the ratification by the
Members at each AGM. M/s Deloitte Haskins & Sells have confirmed their
eligibility to act as the Auditors of your Company. Further, as
required under Clause 49 of the Listing Agreement with Stock Exchanges,
the Auditors have confirmed that they hold a valid certificate issued
by the Peer Review Board of the Institute of Chartered Accountants of
India.
Accordingly, your Directors seek ratification of the appointment of the
Statutory Auditors for the financial year 2015-16
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, 2015 does not contain
any qualification, reservation or adverse remark.
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.
However the Company is required to maintain cost records.
Accordingly, your Company appointed B. F. Modi & Associates, Cost
Accountants for maintenance of the Cost records.
AUDIT COMMITTEE
Your Directors have, in compliance with the provisions of Section 177
of the Companies Act, 2013 and Clause 49 of the Listing Agreement,
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 Mr. Krishna Joshi.
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, 2015, 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, in the case of a listed company, 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 Clause 49 of the Listing Agreement, a detailed
Report on Corporate Governance is enclosed as a part of this Annual
Report. A certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement, 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. Multiphase 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 AUDIT
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 during the year under review approved the
Corporate Social Responsibility (CSR) Policy for your Company 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/financial-result/policies.htm
As on date, the members of the CSR Committee are Mr. Harish Narendra
Motiwalla (Chairman), Mr. Ashok Chhabra and Mr. Deepak Dhanak.
However the Company needs to plough back funds for business
expenditure. The Company does not have sufficient reserves and hence
has also not paid dividend to its shareholders. Hence the Board on the
recommendation of the CSR committee in its meeting held on February 13,
2015 has decided that the company would not spend on CSR activities
till the time the Company has sufficient reserves to pay dividend to
shareholders.
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 matter and
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 Clause 49 of
the Listing Agreement, 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 16th March 2015.
The criteria for evaluation is 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 on an arm's
length basis. There were no material related party transactions entered
during the year as defined under Clause 49 of the Listing Agreement. In
compliance with Clause 49 of the Listing Agreement 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/financial-result/ policies.htm
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 Board of Directors in their meeting held on May
31, 2014 established the 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/financial-result/ policies.htm
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year seven Board Meetings and five 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 Clause 49 of the
Listing Agreement.
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 ratio of remuneration of each director to median remuneration of
the employees of the company for the financial year under review along
with the disclosures as per Rule 5 of Companies (Appointment &
Remuneration) Rules, 2014 have been marked as 'Annexure IV'.
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 V' 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 VI' 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
sd/- sd/-
H. N. Motiwalla Deepak Dhanak
Non-executive Managing Director
Chairman
Registered Office:
74/5-6, Daman Industrial Estate,
Kadaiya Village, Nani Daman,
Daman and Diu, Union Territory,
Din  396210.
Tel.: 91 260 6614400
Fax: 91 260 2221578
Email: [email protected]
Website: www.multibaseindia.com
CIN: L01122DD1991PLC002959
Date : 4th August, 2015
Place: Mumbai
Mar 31, 2014
Dear members,
The Directors are pleased to present the 23rd Annual Report together
with Audited Financial Accounts of your Company for the Financial Year
ended March 31, 2014.
(Rs. In Lac)
FINANCIAL RESULTS Year ended Year ended
31st March, 31st March,
2014 2013
Profit before Depreciation 799.20 703.14
Depreciation 47.22 49.27
Profit before Tax 751.98 653.87
Provision for tax 244.09 204.90
Profit after Tax 507.89 448.97
Balance brought forward 1516.78 1067.81
from previous year
Balance carried forward 2024.67 1516.78
to Balance Sheet
OPERATIONS FY 2013-14
During the year under review, the Company reported gross revenue from
operations of Rs. 6048.19 lac as against Rs. 4976.78 lac during the
FY 2012-13. The Company reported Profit Before Tax of Rs. 751.98 Lac
and Profit After Tax of Rs. 507.89 Lac as against Rs. 653.87 Lac and
Rs. 448.97 Lac respectively for the previous Financial Year.
DIVIDEND
To conserve resources for the long term needs of the Company, your
Directors do not recommend payment of any dividend for the year.
DIRECTORS
Mr. Krishna Joshi, retire at the ensuing Annual General Meeting of the
Company and being eligible, offer himself for reappointment.
Mr. Peter Cartwright, who was appointed as Additional Director of the
Company w.e.f. February 10, 2014, holds office as such upto the date of
the ensuing Annual General Meeting of the Company pursuant to the
provisions of Section 161 of the Companies Act, 2013 read with Article
137 of Articles of Association of Company. The Company has received a
notice in writing from one of its members proposing the candidature of
Mr. Peter Cartwright for the office of Directorship pursuant to Section
160 of the Companies Act, 2013.
The term of Mr. Deepak Dhanak, Managing Director expired on March 1,
2014. Mr. Deepak Dhanak was reappointed as Managing Director of the
Company for a term of 3 years commencing from March 2, 2014, by the
Board of Directors at their meeting held on February 10, 2014, subject
to the approval of the Shareholders at the Annual General Meeting. An
Abstract of terms of his re-appointment and Memorandum of Interest was
send to all the members of the Company pursuant to Section 302 of the
Companies Act, 1956.
Pursuant to the provisions of Section 149 of the Companies Act, 2013,
which got notified w.e.f. April 1, 2014, every listed company shall
have at least 1/3rd of the total number of Directors as Independent
Directors who shall not be liable to retire by rotation and who shall
hold office for a term of 5 consecutive years. Consequently, your Board
recommends the appointment of Mr. Harish Narendra Motiwalla and Mr.
Ashok Chhabra as Independent Directors of the Company for a term of 5
consecutive years commencing from April 1, 2014 and shall not be liable
to retire by rotation. In the opinion of the Board of Directors, these
Independent Directors are independent of management and they fulfill
the conditions specified in the said Act and the rules made thereunder.
None of Directors are disqualified from being appointed / re- appointed
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
Directors at the ensuing Annual General Meeting.
Ms. Diane Kelly resigned from the Directorship of the Company w.e.f.
February 10, 2014. Your Directors place on record their appreciation
for the contribution and guidance rendered to the Company during her
tenure and wish her all the luck for her future endeavours.
AUDITORS
M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire
at the conclusion of the ensuing Annual General Meeting of the Company.
The Company has obtained a certificate from them stating that their
appointment, if considered and approved, will be within the limits of
Section 139 and 141 of the Companies Act, 2013 read with Rules made
thereunder. The Company has also obtained a certificate from them
stating that they have subjected themselves to the Peer Review Process
of Institute of Chartered Accountants of India (ICAI). Being eligible,
they offer themselves for re-appointment as Statutory Auditors for the
period of 3 years from the conclusion of this Annual General Meeting
till the conclusion of the fourth consecutive Annual General Meeting
(AGM) (subject to ratification of reappointment by members at every AGM
held after this AGM).
AUDIT COMMITTEE
Your Directors have, in compliance with the provisions of Section 177
of the Companies Act, 2013 and Clause 49 of the Listing Agreement,
constituted the Audit Committee of the Board. As on date, the members
of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok
Chhabra and Mr. Krishna Joshi.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors of your Company hereby confirms:
1) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure, if any;
2) that the Directors have 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 as at the end of the financial year and of
the Profit and Loss of the Company for the period;
3) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) that the Directors have prepared the annual accounts on a going
concern basis.
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 Clause 49 of the Listing Agreement, 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 Clause 49 of the Listing Agreement, is appended to this Annual
Report and forms part of this Directors'' Report.
COST AUDIT
Pursuant to the Order no. F. No. 52/26/CAB-2010 dated January 24, 2012
of Ministry of Corporate Affairs, New Delhi, your Company is required
to appoint Cost Auditor for doing Cost Audit of its Products.
Accordingly, your Company appointed B. F. Modi & Associates, Cost
Accountants as Cost Auditor for the FY 2013-14. The Company is in
process of filing the Cost Audit report in XBRL format with Ministry of
Corporate Affairs. The due date of filing the Cost Audit report is 180
days from the end of FY 2013-14 i.e., 27th September, 2014.
DEPOSITS
The Company has neither invited nor accepted any Fixed Deposits, within
the meaning of Section 58-A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 made there under.
ADDITIONAL INFORMATION
The information relating to Conservation of Energy, Technical
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read
with The Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988, as amended, is appended to this Directors''
Report as Annexure "A" and forms part of this Annual Report.
The requirement of the provisions of Section 217(2A) of the Companies
Act, 1956, read with The Companies (Particulars of Employees) Rules,
1975, as amended, is not applicable to the Company as none of its
employees draws more than or equal to Rs. 5,00,000/- per month, if
employed in part of the financial year, and more than or equal to Rs.
60,00,000/- per annum, if employed throughout the financial year.
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.
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, Goa, 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
sd/- sd/-
H. N. Motiwalla Deepak Dhanak
Chairman Managing Director
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: [email protected]
Website: www.multibaseindia.com
CIN: L01122DD1991PLC002959
Date : 05.08.2014
Place: Mumbai
Mar 31, 2013
To The Members,
The Directors are pleased to present the 22nd Annual Report together
with Audited Financial Accounts of your Company for the Financial Year
ended March 31, 2013.
(Rs.In Lac)
FINANCIAL RESULTS Year ended Year ended
31st March, 31st March,
2013 2012
Profit before Depreciation 703.14 378.69
Depreciation 49.27 43.68
Profit before Tax 653.87 335.01
Provision for tax 204.90 115.36
Prof it after Tax 448.97 219.65
Balance brought forward
from previous year 1067.81 848.15
Balance carried forward to
Balance Sheet 151678 1067-80
OPERTIONS FY 2012-13
During the year under review, the Company reported gross revenue from
operations of Rs. 4976.78 lac as against Rs. 4307.63 lac during the FY
2011-12. The Company reported Profit Before Tax of Rs. 653.87 Lac and
Profit After Tax of Rs. 448.97 Lac as against Rs. 335.01 Lac and Rs.
219.65 Lac respectively for the previous Financial Year, thereby
reporting an increase of 95% and 104% respectively.
DIVIDEND
To conserve resources for the long term needs of the Company, your
Directors do not recommend payment of any dividend for the year.
DIRECTORS
Pursuant to Article 152 of Articles of Association, Mr. Ashok Chhabra,
retire at the ensuing Annual General Meeting of the Company and being
eligible, offer himself for reappointment.
Mr. Krishna Joshi, who was appointed as Additional Director of the
Company w.e.f. May 1, 2013, holds office as such uptothe date of the
ensuing Annual General Meeting of the Company pursuant to the
provisions of Section 260 of the Companies Act, 1956 read with Article
137 of Articles of Association of Company. The Company has received a
notice in writing from one of its members proposing the candidature of
Mr. Krishna Joshi for the office of Directorship pursuant to Section
257 of the Companies Act, 1956.
None of Directors are disqualified from being appointed / re- appointed
as Directors of the Company as per the disclosure received from them
pursuant to Section 274(1 )(g) of the Companies Act, 1956.
Your Board recommends the appointment / reappointment of the above
Directors at the ensuing Annual General Meeting.
Mr. Simon Bernard resigned from the Directorship of the Company w.e.f.
May 1, 2013. Your Directors place on record his appreciation for the
contribution and guidance rendered to the Company during his tenure and
wish him all the luck for his future endeavours.
AUDITORS
M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire
at the conclusion of the ensuing Annual General Meeting of the Company.
The Company has obtained a certificate from them stating that their
appointment, if considered and approved, will be within the limits of
Section 224(1 B) of the Companies Act, 1956. The Company has also
obtained a certificate from them stating that they have subjected
themselves to the Peer Review Process of Institute of Chartered
Accountants of India (ICAI). Being eligible, they offer themselves for
re-appointment as Statutory Auditors for the FY 2013-14.
AUDIT COMMITTEE
Your Directors have, in compliance with the provisions of Section 292A
of the Companies Act, 1956 and Clause 49 of the Listing Agreement,
constituted the Audit Committee of the Board. As on date, the members
of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok
Chhabra and Mr. Krishna Joshi.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors of your Company hereby confirms:
1) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure, if any;
2) that the Directors have 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 as at the end of the financial year and of
the Profit and Loss of the Company for the period;
3) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) that the Directors have prepared the annual accounts on a going
concern basis.
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 Clause 49 of the Listing Agreement, 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 Clause 49 of the Listing Agreement, is appended to this Annual
Report and forms part of this Directors'' Report.
COST AUDIT
Pursuant to the Order no. F. No. 52/26/CAB-2010 dated January 24, 2012
of Ministry of Corporate Affairs, New Delhi, your Company is required
to appoint Cost Auditor for doing Cost Audit of its Products.
Accordingly, your Company appointed Nanty Shah & Associated, Cost
Accountants as Cost Auditor for the FY 2011-12. The Company is in
process of filing the Cost Audit report in XBRL format with Ministry of
Corporate Affairs. The due date of filing the Cost Audit report is 180
days from the end of FY 2012-13 i.e., 27th September, 2013.
DEPOSITS
The Company has neither invited nor accepted any Fixed Deposits, within
the meaning of Section 58-A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 made there under.
ADDITIONAL INFORMATION
The information relating to Conservation of Energy, Technical
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read
with The Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988, as amended, is appended to this Directors''
Report as Annexure "A" and forms part of this Annual Report.
The requirement of the provisions of Section 217(2A) of the Companies
Act, 1956, read with The Companies (Particulars of Employees) Rules,
1975, as amended, is not applicable to the Company as none of its
employees draws more than or equal to Rs. 5,00,000/- per month, if
employed in part of the financial year, and more than or equal to Rs.
60,00,000/- per annum, if employed throughout the financial year.
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.
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, Goa, 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
sd/- sd/-
Mr. H. N.
Motiwalla Mr. Deepak Dhanak
Chairman Managing Director
Registered Office:
74/5-6, Daman Industrial Estate,
Kadaiya Village, Nani Daman,
Daman and Diu, Union Territory,
Pin-396210.
Date: May29, 2013
Place: Mumbai
Mar 31, 2012
The Directors are pleased to present the 21st Annual Report together
with Audited Financial Accounts of your Company for the Financial Year
ended March 31, 2012.
(Rs. In Lac)
FINANCIAL RESULTS Year ended Year ended
31st March, 31st March,
2012 2011
Profit before Depreciation 378.69 476.45
Depreciation 43.68 37.19
Profit before Tax 335.01 439.26
Provision for tax 115.36 148.36
Profit after Tax 219.65 290.90
Balance brought forward
from previous year 848.15 557.25
Balance carried forward to
Balance Sheet 1067.80 848.15
OPERATIONS
During the FY 2011-12, the Company reported gross revenue from
operations of Rs. 4307.63 lac as against Rs. 4113.79 lac during the FY
2010-11. For the year 2011-12, the Company recorded EBITDA, PBT and PAT
of Rs. 388.16 lac, Rs. 335.01 lac and Rs. 219.65 lac respectively as
against previous year of Rs. 486.86 lac, Rs. 439.26 lac and Rs. 290.90
lac.
DIVIDEND
To conserve resources for the long term needs of the Company, your
Directors do not recommend payment of any dividend for the year.
DIRECTORS
Pursuant to Article 152 of Articles of Association, Mr. Simon Bernard
and Mr. Harish Narendra Motiwalla, retire at the ensuing Annual General
Meeting of the Company and being eligible, offer themselves for
reappointment.
Ms. Diane Kelly, who was appointed as an Additional Director of the
Company w.e.f. September 30, 2011, holds office as such upto the date of
the ensuing Annual General Meeting of the Company pursuant to the
provisions of Section 260 of the Companies Act, 1956 read with Article
137 of Articles of Association of Company. The Company has received a
notice in writing from one of its members proposing the candidature of
Ms. Diane Kelly for the office of Directorship pursuant to Section 257
of the Companies Act, 1956.
None of Directors are disqualified from being appointed / re- appointed
as Directors of the Company as per the disclosure received from them
pursuant to Section 274(1)(g) of the Companies Act, 1956.
Your Board recommends the appointment / reappointment of the above
Directors at the ensuing Annual General Meeting.
During the year 2011-12, Mr. Jean Paul Mollie and Mr. Ranjit Mathur
resigned from the Directorship of the Company. Your Directors place on
record their appreciation for the contribution and guidance rendered to
the Company during their tenure and wish them all the luck for their
future endeavours.
AUDITORS
M/s Deloitte Haskins & Sells, Statutory Auditors of the Company retire
at the conclusion of the ensuing Annual General Meeting of the Company.
The Company has obtained a certificate from them stating that their
appointment, if considered and approved, will be within the limits of
Section 224(1B) of the Companies Act, 1956. The Company has also
obtained a certificate from them stating that they have subjected
themselves to the Peer Review Process of Institute of Chartered
Accountants of India (ICAI). Being eligible, they offer themselves for
re-appointment as Statutory Auditors for the FY 2012-13.
AUDIT COMMITTEE
Your Directors have, in compliance with the provisions of Section 292A
of the Companies Act, 1956 and Clause 49 of the Listing Agreement,
constituted the Audit Committee of the Board. As on date, the members
of the Audit Committee are Mr. Harish Narendra Motiwalla, Mr. Ashok
Chhabra and Mr. Simon Bernard.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Board of Directors of your Company hereby confirms:
1) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure, if any;
2) that the Directors have 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 as at the end of the financial year and of the
Profit and Loss of the Company for the period;
3) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
4) that the Directors have prepared the annual accounts on a going
concern basis.
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 Clause 49 of the Listing Agreement, a detailed
Report on Corporate Governance is enclosed as a part of this Annual
Report. A certificate from a Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement, is appended to this Annual
Report and forms part of this Directors' Report.
DEPOSITS
The Company has neither invited nor accepted any Fixed Deposits, within
the meaning of Section 58 A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 made there under.
ADDITIONAL INFORMATION
The information relating to Conservation of Energy, Technical
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed pursuant to Section 217(1)(e) of the Companies Act, 1956 read
with The Companies (Disclosure of particulars in the report of Board of
Directors) Rules, 1988, as amended, is appended to this Directors'
Report as Annexure "A" and forms part of this Annual Report.
The requirement of the provisions of Section 217(2A) of the Companies
Act, 1956, read with The Companies (Particulars of Employees) Rules,
1975, as amended, is not applicable to the Company as none of its
employees draws more than or equal to Rs. 5,00,000/- per month, if
employed in part of the financial year, and more than or equal to Rs.
60,00,000/- per annum, if employed throughout the financial year.
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.
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, Goa, 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
sd/- sd/-
(Mr. H. N. Motiwalla) (Mr. Deepak Dhanak)
Chairman Managing Director
Registered Office:
74/5-6, Daman Industrial Estate,
Kadaiya Village, Nani Daman,
Daman and Diu, Union Territory,
Pin à 396210.
Date : 29.05.2012
Place: Mumbai
Mar 31, 2010
The Directors are pleased to present the Nineteenth Annual Report
together with audited accounts of your Company for the financial year
ended 31st March, 2010.
FINANCIAL RESULTS
Rs. In Lac
March 31, March 31,
2010 2009
A. Profit before Depreciation 416.02 (126.7)
B. Depreciation 65.64 103.5
c. Profit for the year/period 350.39 (230.2)
D. Provision for Taxes 81.23 (24.3)
e. (Loss)/Profit brought Forward 269.16 494.0
F. Transitional Effect of -- --
Employee Benefits per AS-15
Revised
G. Net(Loss)/Profit carried 557.25 288.1
Forward
OPERATIONS:
During the period 1st April, 2009 to 31st March, 2010, the Company
reported a turnover of Rs 3557.42 lacs as against Rs. 3,538.0 lacs for
the previous year April, 2008 to March, 2009. There was an operating
profit of Rs. 362.34 lacs as against an operating loss of Rs. 87.2 lacs
for the previous year. Afiter providing for interest of Rs 11.95 lacs,
depreciation of Rs. 65.64 lacs, and provision for Taxation of Rs. 81.23
lacs, the Company has made a Net Profit afiter Tax of Rs. 269.16 lacs.
DIVIDEND:
To conserve resources for the long term needs of the Company, your
Directors do not recommend payment of any dividend for the year.
DIRECTORS:
In accordance with the Articles of Association of the Company and the
provisions of Companies Act, 1956:
Mr. Jean Paul Mollie, appointed as Additional Director holds his office
only upto the date of the next Annual General Meeting but shall be
eligible for election at such meeting. Accordingly, the Board hereby
recommends his appointment as Director of the company whose period of
office shall be liable to be determined by retirement of Directors by
rotation.
Mr. H. N. Motiwala, appointed as Additional Director holds his office
only upto the date of the next Annual General Meeting but shall be
eligible for election at such meeting. Accordingly, the Board hereby
recommends his appointment as Director of the company whose period of
office shall be liable to be determined by retirement of Directors by
rotation.
Mr. Ashok Chhabra, appointed as Additional Director holds his office
only upto the date of the next Annual General Meeting but shall be
eligible for election at such meeting. Accordingly, the Board hereby
recommends his appointment as Director of the company whose period of
office shall be liable to be determined by retirement of Directors by
rotation.
Mr. Simon Bernard, appointed as Additional Director holds his office
only upto the date of the next Annual General Meeting but shall be
eligible for election at such meeting. Accordingly, the Board hereby
recommends his appointment as Director of the company whose period of
office shall be liable to be determined by retirement of Directors by
rotation.
Mr. Deepak Dhanak was appointed as additional Director effective June
29, 2010. He was also appointed as Whole Time Director for three years.
In terms of section 260 of the Companies Act, 1956 he shall hold office
only upto the date of the ensuing Annual General Meeting.
The company has received requisite notices in writing from members
proposing their candidatures for the office of Director liable to retire
by rotation.
None of the directors of the Company are disqualified for being
appointed as directors as specifed in section 274(1) (g) of the
Companies Act,1956.
Your directors recommend their appointments, re- appointment, necessary
resolutions for the appointments, re- appointment of the aforesaid
directors have been included in the Notice convening the annual general
meeting.
During the Financial Year 2009 Ã 10 Mr. Ish Budhiraja & Mr. Nosh Modi
resigned from the Directorship of the Company, Your Directors place on
record their appreciation for the contributions, guidance made by them
enabling the Company to gain from their rich experience, knowledge they
had in their respective felds for the Business of the Company.
SHARE LISTING
During the year the Company had made an application to Ahmedabad Stock
Exchange (ASE) & Vadodara Stock Exchange (VSE) for delisting of its
Equity shares under Voluntary delisting of Securities under SEBI
(Delisting of Equity Shares) Regulations, 2009. The said applications
had been duly accepted by the respective Stock Exchanges on completion
of all the procedures required in support of the same. The company has
received Delistment approval from ASE. The Companys shares continue to
be listed at Bombay & Vadodara Stock Exchange. The Listing fees for the
year 2010-2011, have been paid by the Company.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Management Discussion and Analysis, Corporate Governance and
Certifcate from statutory auditors of the company regarding compliance
of conditions of corporate governance by the Company is attached to
this report.
FIXED DEPOSITS
The Company has neither invited nor accepted any Fixed Deposits, within
the meaning of Section 58-A of the Companies Act, 1956 read with
Companies (Acceptance of Deposits) Rules, 1975 made there under.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956 with respect to Directors Responsibility Statement, it is hereby
confrmed that:
(i) in the preparation of the annual accounts for the year 2009 -10,
the applicable accounting standards have been followed along with
proper explanation relating to material departures.
(ii) the Directors have 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 of the
Company for that period.
(iii) the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the Assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) the Directors have prepared the Annual Accounts on a going concern
basis.
AUDITORS
M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara,
Auditors of the Company retire at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment. The company
has received letters from them to the effect that their reappointment,
if made, would be within the prescribed limits under section 224 (1B)
of the Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of section 226 of the said Act,
Accordingly, your Directors recommend re-appointment of Auditors.
The Notes on Accounts referred to in the Auditors Report are self
explanatory and therefore do not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as prescribed under section 217(1)(e) of the Act, read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are set out in an Annexure "A"to this report.
PARTICULARS OF EMPLOYEES
Pursuant to provisions of Section 217(2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 as amended
forms a part of this Report. However, as per the provisions of Section
219(1)(b)(iv) of the Companies Act, 1956 the Reports and Accounts are
being sent to all members excluding the statement of particulars of
employees Under Section 217(2A). Any member interested in obtaining a
copy of the statement may write to the Compliance officer at the
Registered office of the Company.
REVIEW BY AUDIT COMMITTEE
The Financials of the Company were reviewed by the Audit Committee
before being placed before the Board on their meeting held on May 29,
2010.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with the listing agreements, the Management Discussion
and Analysis Report forms a part of this report.
INSURANCE
The properties and assets of your Company are adequately insured.
INDUSTRIAL RELATION
The company continued to have cordial and harmonious relations with its
employees.
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 are also thankful for the valuable co- operation and
support extended by Companys Vendors, Bankers, Business Associates and
Investors who have put their faith in the Company. The Company also
acknowledges its appreciation for the co-operation extended by Stock-
Exchanges, NSDL and CDSL without whose support the Company could not
have fulflled its obligation towards the members.
By order of the Board of Directors
For Multibase India Ltd
Sd/-
(KRISHNA H. JOSHI)
Managing Director
Place: Daman
Date: 30.06.2010
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