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MULTIBASE INDIA LTD.

04 December 2024 | 01:45

Industry >> Plastics - Plastic & Plastic Products

Select Another Company

ISIN No INE678F01014 BSE Code / NSE Code 526169 / MULTIBASE Book Value (Rs.) 106.63 Face Value 10.00
Bookclosure 27/11/2024 52Week High 622 EPS 8.84 P/E 43.56
Market Cap. 485.74 Cr. 52Week Low 217 P/BV / Div Yield (%) 3.61 / 0.78 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Directors are pleased to present their 33rd Annual Report on the business and operations of the Company along with the audited financial statements for the financial year ended March 31,2024.

FINANCIAL SUMMARY

The highlights of financial performance of the Company, for the year ended March 31,2024, are summarized hereunder:

(Rs. In Lacs)

Financial Result

Year ended March 31, 2024

Year ended March 31, 2023

Revenue from Operations

6,473.67

7,221.58

Other Income

777.02

459.04

Total Income

7,250.69

7,680.62

Less: Expenses other than Depreciation

5,650.09

6,264.02

Profit before Depreciation

1,600.60

1,416.60

Depreciation

101.16

100.10

Profit before Tax

1,499.44

1,316.50

Provision for tax

384.22

337.64

Profit after Tax

1,115.22

978.86

Dividend Declared

378.60

252.40

Other comprehensive income, net of taxes

0.28

2.03

Total comprehensive income for the year

1,114.94

976.83

Balance brought forward from previous year

11,332.18

10,481.55

Balance carried forward to Balance Sheet

12,194.72

11,332.18

OPERATIONS

The Company is operating in Automotive, Consumer & Industrial and Thermoplastic Additives with its customers largely present in India.

During the year under review, the Company reported gross revenue from operations of '6,473.67 Lacs as against '7,221.58 Lacs during the FY2022-23. The Company reported Profit before Tax of '1,499.44 Lacs and Profit after Tax of '1,115.22 Lacs as against '1,316.50 Lacs and '978.86 Lacs respectively for the previous financial year.

During the current financial year revenue from operations decreased by 10.36% as compared to last year and is mainly on account of stiff competition in the domestic market for thermoplastic elastomer products and shifting of customer base.

The Company's gross margins is consistent with last year of 30% on account of stable raw material prices. Further, the Company has earned interest income on fixed deposits of '624.57 lakhs owing to changes in monetary policies in India and due to better interest rate negotiated in the current year. There was no change in nature of business of the Company during the year under review.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend of 30% ('3/- per share), subject to tax, for the financial year ended March 31, 2024, on 1,26,20,000 equity shares of '10/- each fully paid-up, as compared to 20% ('2/-per share) on 1,26,20,000 equity shares of '10/- each fully paid-up in the previous year.

The said dividend on equity shares is subject to the approval of the Members at the ensuing Annual General Meeting (“AGM”) scheduled to be held on September 05, 2024.

According to the Finance Act, 2020, dividend income will be taxable in the hands of the Members w.e.f. April 01,2020, and the Company is required to deduct tax at source from the dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The final dividend declared during FY2023-24 is in compliance with the Dividend Distribution Policy of the Company formulated pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing and Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”). The Dividend Distribution Policy of the Company is available on Company's website at https:// www.multibaseindia.com/pdf/Multibase-India-Limited-Dividend-policy.pdf

TRANSFER TO RESERVES

The Board of Directors have not recommended transfer of any amount of Profit to reserves during the year under review.

CHANGES IN SHARE CAPITAL

As on March 31, 2024, the authorised & paid-up share capital of the Company was '12,62,00,000/- consisting of 1,26,20,000 equity shares of '10/- each. There was no changes in the Share Capital of the Company. Further, the Company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Board of Directors of your Company consisted of 8 (Eight) Directors, comprising of 1 (One) Managing Director, 5 (Five) Non- Executive Independent Directors (including 1 (One) Non- Executive Independent Woman Director) and 2 (Two) Non-executive & Non-Independent Directors.

Mr. Harish N. Motiwalla (DIN: 00029835), Non-executive & Independent Director was the Chairman of the Board.

The composition of the Board is in accordance with the requirements prescribed in the SEBI Listing Regulations and the Companies Act, 2013 (‘the Act’).

Appointment of Directors

The Board of Directors of the Company, at its meeting held on February 12, 2024, based on the recommendation of Nomination and Remuneration committee, appointed Mr. B. Renganathan (DIN: 01206952) and Mr. Piyush Chhajed (DIN: 02907098) as Additional Directors (NonExecutive Independent Directors) for a period of 5 (five) years respectively, with effect from February 12, 2024 till February 11,2029. The members of the Company approved the above appointments on March 30, 2024 through Postal Ballot.

In accordance with Regulation 17(1C) of the Listing Regulations, your Company had sought the approval of the members through the Postal Ballot vide Postal Ballot Notice dated February 29, 2024. The profiles of Mr. B. Renganathan and Mr. Piyush Chhajed forms part of this Annual Report.

Retirement of Directors

Mr. H. N. Motiwalla (DIN: 00029835) ceased to be an Independent Director and Chairman of the Company with effect from March 31, 2024, upon completion of his second term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Mr. Ashok Chhabra (DIN: 00059677) ceased to be an Independent Director of the Company with effect from March 31, 2024, upon completion of his second term as an Independent Director. The Board places on record its appreciation for his invaluable contribution and guidance.

Retirement by rotation

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 (“the Act”), Mr. Mark Stephen Metaxas (DIN: 09607494), Non-Executive & Non-Independent Director of the Company, is liable to retire by rotation at the ensuing AGM of the Company and being eligible has offered himself for re-appointment.

Brief profile of Mr. Mark Metaxas as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards - 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Re-appointment of Independent Director

Ms. Bharti Dhar DIN: 00442471 was appointed as an Independent Woman Director of the Company pursuant to Section 149 of the Companies Act, 2013 for the first term of 5 (five) years and will hold office up to February 14, 2025. Considering her knowledge, expertise, and experience and the substantial contribution made by her during her tenure as an Independent Director, the Nomination and Remuneration Committee and the Board has recommended re-appointment of Ms. Bharti Dhar as an Independent Woman Director on the Board of the Company, to hold office for the second term of five consecutive years commencing from February 15, 2025 to February 14, 2029, and not liable to retire by rotation.

Brief profile of Ms. Bharti Dhar as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards - 2, is annexed to the notice convening the Annual General Meeting, which forms part of this Annual Report.

Declaration From Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each one of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI order or any other such authority. During FY 2023-24, there here has been no change in the circumstances affecting their status as Independent Directors of the Company. Pursuant to Clause VII (1) of Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held.

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

The criteria for appointment of Directors and Senior Management, related matters and the remuneration policy is provided in ‘Annexure /’to this Report. The remuneration policy of the Company is designed to attract, motivate and retain employees in a competitive market. The Nomination and Remuneration Policy can be accessed on the website of the Company at https://www.multibaseindia.com/pdf/ Multibase-Remuneration-Policy.pdf

Based on the declarations received, none of the Directors is disqualified from being appointed / re-appointed as a Directors of the Company as per the disclosures received from them pursuant to Section 164(2) of the Companies Act, 2013.

Further, all the Directors and Senior Management of the Company have affirmed their compliance with the Code of Conduct of the Company for FY 2023-24.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024 are Mr. Deepak Dhanak, Managing Director; Mr. Pankaj Holani, Chief Financial Officer and Ms. Parmy Kamani, Company Secretary & Compliance Officer.

Meetings of the Board

During the year under review, five (5) Board meetings were held on May 23, 2023, August 08, 2023, September 15, 2023 November 09, 2023 and February 12, 2024. Further details of the Board Meeting and Committee Meetings including the attendance of the Directors are provided in the Corporate Governance Section of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Act, in relation to the audited financial statements of the Company for the year ended March 31,2024, 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. such accounting policies have been selected and applied consistently and the Directors have 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 year;

c. the Directors have 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 annual accounts have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PERFORMANCE EVALUATION:

The Company has laid down a process for performance evaluation of the Board and its Committees as well as a framework for evaluation of the performance of each of the Directors. The evaluation criteria include inter alia, structure of the Board, qualifications, experience and competency

of Directors, diversity in Board, effectiveness of the Board process, information and functioning, Board culture and dynamics, quality of relationship between the Board and management, meeting of the Board, including regularity and frequency, discussion and dissent, corporate culture and values, governance and compliance, evaluation of risk amongst others. The criteria is based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 05, 2017 The evaluation of the Chairman, Non-independent Directors and the Board was conducted at a separate meeting of Independent Directors held during the year. The evaluation process is conducted and monitored by the Chairperson, Independent Director Committee (‘IDC'). For the Financial Year 2023-24, the performance evaluation was conducted as per the process adopted by the Company, which is detailed out above.

DETAILS WITH RESPECT TO THE PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The Independent Directors of the Company are apprised about their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters. Periodic presentations are made at the Board and Committees meetings relating to the Company's performance.

The details of the familiarization programme are uploaded on the website of the Company at https://www.multibaseindia. com/pdf/familiarisation-programme-independent-directors. pdf.

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

Details of employee's remuneration as required under the provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 shall be made available at the Registered Office of the Company during working hours to any member on request. The members can also send an email to compliance.officer@multibaseindia.com. The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are furnished in ‘Annexure //’which forms part of this Report.

COMMITTEES OF BOARD OF DIRECTORS

The Company has Four (4) Board-level Committees, which have been constituted in compliance with the provisions of the Act and SEBI Listing Regulations:

Audit Committee;

Nomination and Remuneration Committee;

Stakeholders Relationship Committee; and Corporate Social Responsibility Committee

During the year, all the recommendations made by the Committees were considered and approved by the Board.

I. AUDIT COMMITTEE

The Audit Committee was constituted in compliance with the provisions of Section 177 of the Act and Regulation 18 of the SEBI Listing Regulations. As on FY 2023-24, the Members of the Audit Committee were Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member) and Mr. Krishan Kumar Phophalia (Member).

Mr. Harish Motiwalla and Mr. Ashok Chhabra completed their second and final term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Harish Motiwalla and Mr. Ashok Chhabra also ceased to be the members of the Audit Committee respectively with effect from the above date. Mr. Piyush Chhajed and Mr. Renganathan Bashyam were inducted as members of Audit Committee with effect from April 01, 2024.

The details of meetings of the Committee held along with attendance of members thereof during FY 202324 and Role of the Audit Committee are provided in the Corporate Governance Report annexed to this Report.

During FY 2023-24, there were no such instances where the Board has not accepted the recommendations of the Audit Committee

The scope and terms of reference of the Audit Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year under review were on an arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations.

The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at https:// www.multibaseindia.com/pdf/Policy-on-related-party-transactions-including-material-RPTs.pdf

Pursuant to the SEBI Listing Regulations and the terms of reference, the Audit Committee undertakes quarterly review of related party transactions entered into by the Company with its related parties, pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013.

Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related parties in prescribed Form AOC-2, is enclosed with this Report as ‘Annexure III’.

The particulars of contracts or arrangements entered into with the related parties are set out in Note 33 of the financial statements of the Company forming part of the Annual Report.

II. NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. As on March 31, 2024, the Members of the Nomination and Remuneration Committee were Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Krishan Kumar Phophalia (Member) and Ms. Bharti Pradeep Dhar (Member).

Mr. Ashok Chhabra and Mr. Harish Motiwalla completed their second term as Independent Directors of the Company with effect from March 31,2024. Accordingly, Mr. Ashok Chhabra and Mr. Harish Motiwalla also ceased to be the members of the Nomination and Remuneration Committee respectively with effect from the above date.

The details of meetings of the Committee held along with attendance of members thereof during FY 2023-24 and Role of the Nomination and Remuneration Committee are provided in the Corporate Governance Report annexed to this Report. Mr. Piyush Chhajed was inducted as a member of Nomination and Remuneration Committee with effect from April 01,2024.

The scope and terms of reference of the Nomination and Remuneration Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee was constituted in compliance with the provisions of Section 178 of the Act and Regulation 20 of the SEBI Listing Regulations. As on FY 2023-24, the members of the Stakeholder's Relationship Committee were Mr. Ashok Faqirchand Chhabra (Chairman), Mr. Harish Narendra Motiwalla (Member), Mr. Deepak Arun Dhanak (Member).

Mr. Ashok Chhabra and Mr. Harish Motiwalla completed their second term as Independent Directors of the Company with effect from March 31,2024. Accordingly, Mr. Ashok Chhabra and Mr. Harish Motiwalla ceased to be the members of the Stakeholders Relationship Committee respectively with effect from the above date. Mr. Piyush Chhajed and Mr. Renganathan Bashyam were inducted as members of Stakeholders Relationship Committee with effect from April 01,2024.

The details of meetings of the Committee held during FY 2023-24 along with attendance of members thereof and status of grievances received from various stakeholders during the financial year and Role of the

Stakeholders Relationship Committee are provided in the Corporate Governance Report annexed to this Report.

The scope and terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and it reviews the information as required under SEBI Listing Regulations.

A Share Transfer Committee comprising of Mr. Deepak Arun Dhanak (Chairman) and Mr. Krishan Kumar Phophalia (Member) was constituted for the purpose of carrying out timely activities such as Dematerialisation of Shares, Transfer of Shares, Issue of Duplication Shares, Loss of Share Certificate and any other purpose deems to be fit for Transfer/Transmission of Shares of the Shareholders of the Company.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND ITS INITIATIVES

Your Board of Directors have formulated the Corporate Social Responsibility (CSR) Policy pursuant to the provisions of Section 135 of the Act 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 at https://www.multibaseindia.com/pdf/ Multibase%20CSR%20Policy%20.pdf

As on March 31, 2024, the members of the CSR Committee were Mr. Harish Narendra Motiwalla (Chairman), Mr. Ashok Faqirchand Chhabra (Member), Mr. Deepak Arun Dhanak (Member) and Ms. Bharti Pradeep Dhar (Member).

Mr. Harish Motiwalla and Mr. Ashok Chhabra completed their second term as Independent Directors of the Company with effect from March 31, 2024. Accordingly, Mr. Harish Motiwalla and Mr. Ashok Chhabra also ceased to be the members of the Corporate Social Responsibility Committee respectively with effect from the above date. Mr. Renganathan Bashyam was inducted as a member of CSR Committee with effect from April 01,2024.

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 iVto this Report.

AUDITORSSTATUTORY AUDITORS AND THEIR REPORTS

The Members of the Company at the 32nd AGM held on September 15, 2023, approved the appointment of M/s. MSKA & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W) as the statutory auditors of the Company for a period of 5 years commencing from the conclusion of the 32nd AGM, until the conclusion of the 37th AGM of the Company to be held in 2028.

The report issued by Statutory Auditors for the FY 2023-24 does not contain any qualifications or adverse remarks. The Statutory Auditors have not reported any no frauds under Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Dhrumil M. Shah & Co. LLP Practicing Company Secretaries, were appointed to undertake the Secretarial Audit for financial year 2023-24.

The Report of the Secretarial Auditor for the year ended March 31, 2024 is annexed to the Directors' Report as ‘Annexure V. The report issued by Secretarial Auditor for financial year 2023-24 does not contain any qualifications or adverse remarks.

COST AUDITORS

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. B. F Modi & Associates, a firm of Cost Accountant in Practice (Registration No.100604) as the Cost Auditors of the Company to conduct cost audit for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31,2025.

The Cost Audit Report for FY2023-24 affirms the maintenance of cost and audit records and does not contain any qualification, reservation, or adverse remarks.

M/s. B. F Modi & Associates have under Section 148(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee has approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

INTERNAL AUDITORS

M/s. Mukund & Rohit, Chartered Accountants conducted internal audit of the Company for FY 2023-24. Regular audit observations and corrective actions thereon were presented to the Audit Committee from time to time. No instances of fraud, suspected fraud, irregularity or failure of internal control systems of material nature were reported by the Internal Auditors during the year.

M/s. Mukund & Rohit, Chartered Accountants were appointed as Internal Auditors of the Company for the

FY 2024-25 in the meeting of the Board of Directors held during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report is annexed to this Directors' Report.

CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the SEBI Listing Regulations, the Corporate Governance Report, Management Discussion & Analysis Report, and the Auditors' Certificate regarding Compliance to Corporate Governance requirements forms part of this Annual Report.

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

The particulars pursuant to Section 134(m) of the Companies Act, 2013 and read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached with this report as Annexure Vi’.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

LOANS, INVESTMENTS AND GUARANTEES

There were no loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company did not have any Subsidiaries, Associates or Joint venture Companies during FY 2023-24

REVISION OF FINANCIAL STATEMENTS

There was no revision made to the financial statements for any of the three financial years preceding FY 2023-24

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 FINANCIAL CONTROL AND INTERNAL AUDIT

The Company has an adequate Internal Financial 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 are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

VIGIL MECHANISM POLICY

In compliance with the provisions of Section 177(9) of the Act 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 https://www.multibaseindia. com/pdf/mil-whistle-blower-policy.pdf

No instances under the Whistle Blower Policy were reported during FY 2023-24.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has formulated a Policy on Prevention of Sexual Harassment in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder which is aimed at providing everyone at the workplace a safe, secure and dignified work environment. The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, including constitution of the Prevention of Sexual Harassment Committee (Internal Complaints Committee). All employees (permanent, contractual, temporary,

trainees) are covered under this policy. There were no complaints received or disposed of during the year under review; there were no pending complaints till the end of the financial year, either.

SECRETARIAL STANDARDS

The Directors confirm that applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, were followed by the Company during FY 2023-24.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.multibaseindia.com/policies.php

OTHERS:

• There were no significant and/ or material orders passed by the regulators or courts or tribunals during FY2023-24, which could have an impact on the going concern status of your Company and its operations in future.

• There were no material changes and commitments have occurred affecting the Company's financial position between the end of the financial year of the Company and the date of this report.

• During FY2023-24, the properties, assets and inventories of your Company were safeguarded and insured properly.

• During FY2023-24, there were no material or serious instances of fraud, falling within the purview of Section 143(12) of the Act and rules made there under, by officers or employees of the Company during the course of the audit conducted.

• There were no instances on Unpaid/Unclaimed Dividend transferred to Investor Education and Protection Fund (“IEPF”) in terms of applicable

provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

ACKNOWLEDGEMENT

Your Directors, place on records their appreciation for the contributions made by the employees at all levels enabling the Company to achieve the performance during FY 2023-24. 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.