Sahyog Multibase Ltd Directors Report.

The Members,

Your Directors have pleasure in presenting 27th (Twenty Seventh) Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

1. FINANCIAL HIGHLIGHTS

The standalone and Consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

The Company s financial performance, for the year ended 31st March, 2018 and the corresponding Figures for the last year are summarized below:- (Amount in Rupees)

Particulars

(Standalone)

(Consolidated)

2017-2018 2016-2017 2017-2018 2016-2017
Revenue from operations 1,29,18,46,839 99,15,13,275 1,51,47,02,361 1,26,89,74,355
Other Income 4,09,26,882 23,53,637 4,31,05,258 83,06,574
Total Income 1,33,27,73,721 99,38,66,912 1,55,78,07,619 1,27,72,80,929
Gross Expenditure 1,32,11,87,899 98,18,21,035 1,53,67,22,915 1,26,48,18,305
Less Interest 96,59,857 1,10,78,404 1,84,78,759 1,11,69,669
Profit before Depreciation 19,25,965 9,67,473 26,05,945 12,92,955
Less Depreciation 14,97,843 6,66,090 16,58,407 9,30,611
Profit after depreciation and Interest/Net Profit Before Tax 4,28,122 3,01,383 9,47,538 3,62,344
Less Exceptional items - - 60,500 -
Profit before extraordinary items and tax 4,28,122 3,01,383 8,87,038 3,62,344
Less Current Tax 9,00,000 15,90,561 9,80,000 21,85,040
Less Previous year adjustment of Income Tax - - - -
Less Deferred Tax (2,38,052) 66,532 (2,16,916) 1,41,358
Net Profit after Tax (2,33,826) (13,55,710) 1,23,954 (19,64,054)
Other Comprehensive income for the year, net of tax 2,34,21,414 (2,82,64,993) 2,34,21,414 (2,82,64,993)
Total Comprehensive income/(loss) for the year 2,31,87,588 (2,96,20,703) 2,35,45,368 (3,02,29,047)
Earnings per Share (Basic) (0.03) (0.17) 2.95 (3.79)
Earnings per Share (Diluted) (0.03) (0.17) 2.95 (3.79)

*Figures for the current financial year 2017-18 have been consolidated pursuant to merger of Athena Multitrade Private Limited with the Company vide order of Hon ble NCLT Principle Bench, Delhi dated 13.04.2018 effective from 17.04.2018 whereas appointed date was 01.04.2016. Thus the figures have been consolidated accordingly.

Standalone performance: Your Company s gross turnover has increased to Rs. 12918.46/- Lakhs as compared to Rs. 9,915.13/- Lakhs in previous year. PBT increased to 4.28 Lakhs as compared to Rs. 3.01/- Lakhs in previous year. Your Directors are confident of improved performance by the Company in financial year 2018-19.

Consolidated performance: The Company s consolidated gross turnover increased to Rs. 15147.02/- Lakhs as compared to Rs.12689.74/- Lakh in previous year. PBT increased to Rs. 26.05/- Lakhs compared to Rs.12.92/- Lakhs in previous year.

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the Financial Year and the date of this Report.

MERGER/AMALGAMATION

The Board of Directors of the Company in its meeting held on October 29, 2016 has approved a Scheme of Amalgamation of Athena Multitrade Private Limited (Transferor Company) with Sahyog Multibase Limited (Transferee Company) and an application was moved before the Hon ble NCLT Principle Bench, Delhi for an amalgamation of respective companies, with a view of Consolidation of business, enhancement of Competitive strengths and overall operational synergy.

The said Scheme of Amalgamation has been approved by the Hon ble NCLT Principle Bench, Delhi dated 13.04.2018 effective from 17.04.2018 and the appointed date for consolidation is 01.04.2016.

The Company has allotted 52,17,688 equity shares to the shareholders of transferor Company as consideration of Merger in terms of approved Scheme of Amalgamation in the ratio 3875:100 i.e. 3875 equity shares of Rs. 10/- each for every 100 (Hundred) equity shares held of Athena Multitrade Private Limited.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company consolidated with transferor Company pursuant to approved Scheme of Amalgamation, stands at Rs. 8,70,00,000/- (Eight Crore Seventy Lakhs) divided into 87,00,000 (Eighty Seven Lakh) Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid up Capital stands at 79,76,072 (Seventy Nine Lakhs Seventy Six Thousand Seventy Two Only) Equity Shares of Rs.10/- each aggregating to Rs. 7,97,60,720/- (Seven Crore Ninety Seven Lakhs Sixty Thousand Seven Hundred Twenty ).

RESERVES AND SURPLUS

Reserves and Surplus of the Company stands at Rs. 43.03 Crores as against Reserve and Surplus of Rs. 40.72 Crores in the previous financial year 2016-17 respectively.

Your Company is financially strong and self reliant in terms of its funds generation, debt servicing and has been able to generate sufficient profits for dividend payouts. A constant rise in turnover and profits of the Company is apparent and your directors are expecting better results both in terms of operations of the Company and its financial position.

2. STATE OF AFFAIRS OF THE COMPANY

The Company has been expanding its operations both in terms of product base and customer base. We have been trying to capture new markets for our products. The operations of the Company are growing steadily and constant raise in performance of the Company is evident from its promising financial prospects.

Future Outlook

As a move forward and with the help of information technology, your Company is planning to explore new products in market.

Subsidiary Companies, Joint Venture and Consolidated Financial Statements

Your Company has one Subsidiary Company as on 31st March, 2018. The members may refer to the financial statements forming part of the Annual Report as required under the provisions of Section 129(3) of the Companies Act, 2013. The key highlights of the subsidiary company are as under:

Tavares Tradelinks Pvt. Ltd.: This Company recorded a turnover of 2311.64 Lakhs for the year ended 31st March, 2018 (Previous year of 3520.27 Lakhs) and also recorded a profit of 3.57 Lakhs for the year ended 31st March, 2018 (Previous year of -6.08 Lakhs).

3. DIVIDEND

Your directors are pleased to recommend a dividend @ 1% i.e. Rs. 0.1% (Ten Paisa) per share on 79,76,072 (Seventy Nine Lakhs and Seventy Six Thousand and Seventy Two) Equity Shares for the current financial year. The dividend if approved and declared in the ensuing Annual General meeting would result in a payout of Rs. 7,97,607/- (Rupees Seven Lakhs Ninety Seven Thousand Six Hundred Seven) and Dividend Distribution Tax of Rs. 1,44,977/- aggregating a total outflow of Rs. 9,42,584/-.

The dividend would be payable to all Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Register of Members and Share Transfer books shall remain closed from Friday, September 21, 2018 to Thursday, September 27, 2018 (both days inclusive).

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2018.

5. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL INCLUDING THOSE WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.

During the year under review, the changes in composition of Board of Directors of the Company are as under:-

Name Appointment Date Cessation Date Remarks
Ghanshyam Prasad Gupta 12.11.2009 - Director (Independent)
Meetu Aggarwal 12.05.2016 - Director (Independent)
Naresh Kumar Singhal 10.08.2016 - Director
Vishesh Gupta 03.03.2017 - Managing Director
Chandan Kumar 31.03.2015 22.01.2018 Chief Financial Officer
Chandan Kumar 12.03.2018 - Chief Financial Officer
Neha Garg 16.05.2016 - Company Secretary

Further, Mr. Chandan Kumar has been re-appointed as Chief Financial Officer of the Company w.e.f 12.03.2018 in its meeting held on 02.04.2018 and designated as Whole-Time Director (Finance) & CFO of the Company w.e.f. 11th June, 2018.

Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification or re- enactment(s) thereof, for the being in force), Mr. Vishesh Gupta (DIN No. 00287019), was appointed as Managing Director of the Company for a period of five years w.e.f. 12.04.2017 at the 26th Annual General Meeting of the Company held on 27th September, 2017 at a remuneration, perquisites and other terms and conditions, as approved by the Board in its meeting held on 12th April, 2017.

Appropriate Resolution(s) seeking your approval to the appointment/ re-appointment of Directors are also included in the Notice.

6. NUMBER AND DATE OF BOARD MEETINGS AND COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW.

a. Board Meeting

During the financial year under review, 8 (Eight) Board Meetings were held as against the minimum requirement of 4 (four) Board Meetings. The details of Board Meetings are as below:

Date Board Strength No. of Director present
12th April, 2017 4 4
27th May, 2017 4 1
03rd June, 2017 4 4
28th June, 2017 4 4
01st August, 2017 4 4
12th August, 2017 4 4
14th November, 2017 4 4
14th February, 2018 4 4

b. Audit Committee

During the financial year under review, 4 (Four) Audit Committee Meetings were held. The details of Meetings are as below:

Date Members Strength No. of Members present
27th May, 2017 3 3
12th August, 2017 3 3
14th November, 2017 3 3
14th February, 2018 3 3

c. Nomination and Remuneration Committee

During the financial year under review, 3 (Three) Nomination & Remuneration Committee Meeting were held. The detail of Meeting is as below:

Date Members Strength No. of Members present
11th April, 2017 3 3
14th February, 2018 3 3
27th May, 2017 3 3

7. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c)of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

2. 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;

3. 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;

4. the directors had prepared the annual accounts on a going concern basis; and

5. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. 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.

8. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY.

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

9. FORMAL ANNUAL EVALUATION

In line with the statutory requirements enshrined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. As in previous year, this was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an in-house review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated.

10. EXTRACT OF THE ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available at www.sahyogmultibaselimited.com

11. AUDITORS

1. Statutory Auditors

M/s Goyal Nagpal, Chartered Accountants (Registration No. 018289C), New Delhi has appointed as the Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Akhil Mittal & Co., Chartered Accountants to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting.

2. Auditors Report

There are no qualifications, reservations, or adverse remarks or disclaimers made by the M/s Akhil Mittal & Co., Statutory Auditors, in their report. Observations made in the Auditor s Report are self-explanatory and therefore do not call for any further comments under Section 134(1) of the Companies Act, 2013.

3. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed there under, M/s Aditi Agarwal & Associates, Company Secretaries were appointed as the Secretarial Auditors of the Company to carry out the secretarial audit for the year ending March 31, 2018. The Secretarial Audit Report given by the Secretarial Auditors in Form No. MR-3 is annexed with this Report as "Annexure A". There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to Financial Statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.

All Related party transactions are entered on an arm s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in "Annexure B" and form part of this Report.

14. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE ACT.

The Company has not accepted any deposits during the year under review.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135(1) of the Companies Act, 2013, Corporate Social Responsibility is not applicable on your Company.

16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Risk Management and Governance Department of the Company have assured the existence of various risk-based controls in the Company and also tested the key controls towards assurance for compliance for the present fiscal. Further, the testing of such controls was also carried out independently by the Statutory Auditors of the Company as mandated under the provisions of the Companies Act, 2013. In the opinion of the Board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company.

17. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has also established a vigil mechanism and overseas it through the Audit Committee to resolve the genuine concerns expressed by the employees and other directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

18. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company has not transferred any amount in investor Education and Protection Fund.

19. LISTING OF SECURITIES

The Shares of the Company are listed and traded at BSE. The Annual Listing Fee including applicable tax for the financial year 2018-19 has been paid to all Stock Exchanges.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in "Annexure C" and forms part of this Report.

21. ACKNOWLEDGEMENTS

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results. The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
SD/- SD/-
Date: 10.08.2018 (Vishesh Gupta) (Naresh Kumar Singhal)
Place: New Delhi Managing Director Director
DIN: 0000255689 DIN: 0002987526