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Panache Innovations Ltd.

BSE: 538742 Sector: Others
NSE: N.A. ISIN Code: INE516E01019
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NSE 05:30 | 01 Jan Panache Innovations Ltd
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VOLUME 31100
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P/E 44.22
Mkt Cap.(Rs cr) 16
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OPEN 36.70
CLOSE 36.70
VOLUME 31100
52-Week high 49.00
52-Week low 19.50
P/E 44.22
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panache Innovations Ltd. (PANACHEINNOVAT) - Director Report

Company director report

To the members

On behalf of the Board of Directors it is our pleasure to present the 36thAnnualReport on the business and operations of the Company together with the Audited FinancialStatement of Panache Innovations Limited ("the Company") for the financial yearended March 312017.

FINANCIAL RESULTS

The summarized standalone and consolidated financial results of your Company are givenbelow:

(Rs. in lakhs)

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2017 31/03/2016 31/03/2017 31/03/2016
Revenue from operations (net) 1099.95 146.56 1120.63 -
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments 13.98 5.85 18.26
Depreciation and amortization expenses 1.22 0.32 1.22 -
Finance Cost 0.15 0.36 0.65
Profit before tax (PBT) 34.18 63.68 37.96 -
Profit after tax and minority interest (PAT) 27.62 63.63 31.40 -

^Previous year figures have been regrouped / rearranged wherever necessary.

FINANCIAL PERFORMANCE

Standalone:

The Company's Standalone revenue during the year is ^ 1099.95 Lakhs as compared to ^146.56 Lakhs in the previous year. The Company's profit before exceptional items and taxon a Standalone basis is ^ 35.46 Lakhs as compared to ^ 63.68 Lakhs in the previous yearan decrease of 44.32% over the previous year. The Company earned a net profit of ^ 27.62Lakhs lower by 56.59% as against a net profit of ^ 63.63 Lakhs in the previous year onStandalone basis.

Consolidated:

The Company's consolidated revenue during the year is ^ 1120.63 Lakhs. The Company'sprofit before exceptional items and tax on a consolidated basis is ^ 39.24 Lakhs and theCompany earned a net profit of ^ 31.40 Lakhs during the financial year 2016-17.

DIVIDEND

Keeping in view the continued good performance future fund requirements of the Companyand policy of the Company for rewarding shareholders your directors are pleased torecommend a dividend of 5% i.e. ? 0.50 per equity share of Face Value of ^ 10/- on3039900 Equity Shares (Excluding the Equity Share upon which the members havewaived/forgone his/their right to receive the dividend by him/them for financial year2016-17). The dividend if approved by the members of the Company in the AGM shall besubject to Dividend Distribution Tax to be paid by your Company but will be tax-free inthe hands of the Members.

Members belonging to the promoter group of your Company have waived their right toreceive dividend for the Financial Year 2016-17 and hence the Dividend if any approvedby the Members at the ensuing Annual General Meeting shall be only upon 3039900 EquityShares.

TRANSFER TO RESERVE

The Company has not proposed to transfer any amount to the General Reserve.

DEPOSITS

During the year under review your company has not accepted any deposits from thepublic within the meaning of Section 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposit Rules) 2014.

CHANGE IN NATURE OF INTEREST IF ANY

During the year under review Company has changed the main objects of the Company fromtrading in textiles to manufacture trade distribution of Information Technology Productsvide resolution passed by the members of the Company on 1st April 2016 and thesame was approved by the Registrar of Companies West Bengal through Certificate ofRegistration of the Special Resolution Confirming Alteration of Object Clause on 10thJune 2016 and the Company has done well in this area of business.

Further the Company in order to expand the business plans proposed to enter in to themarket of dealing in water bottles containing ionized water. This line of business isexpected to give an increase in the revenues of the Company since the new business ofdealing in water bottles of ionized water is technologically innovative product and hasaccordingly altered the object clause of the company by according members approval on 9thMarch 2017 and the same being approved by the Registrar of Companies West Bengal throughCertificate of Registration of the Special Resolution Confirming Alteration of ObjectClause on 21st March 2017.

PROMOTERS

The new promoted of the Company post completion of open offer and takeover are;

1. Amit Rambhia

2. Nikit Rambhia

3. Devchand Rambhia

SHARE CAPITAL

A. Authorised and Paid Up Capital:

There was no change in Authorised and Paid Up Share Capital of the Company during thefinancial year 2016-17.

B. Issue of Equity Shares with differential rights:

The Company has not issued any Equity Shares with differential rights during the yearunder review.

C. Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

D. Bonus Shares:

The Company has not issued any Bonus Shares during the year under review.

E. Employee Stock Option:

The Company has not provided any Employee Stock Option to the employees during the yearunder review.

F. Issue of Equity Shares

During the year under review company has not issued any equity shares.

NAME CHANGE

During the year under review the name of the Company was changed from "RubyTraders & Exporters Limited" to "Panache Innovations Limited" which wasapproved by the Board of Directors on 14th January 2017 and subsequentlyreceived Members approval on 9th March 2017. The change of name was approvedby the Registrar of Companies West Bengal vide Fresh Certificate of Incorporationpursuant to change of name having effect 23rd March 2017.

SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

During the year under review the Company has incorporated a Wholly Owned Subsidiaryunder the name "Eddy and Andy International Limited" having address of 13/F WahKit Commercial Centre 300 Des Voeux Road Central vide Certificate of Incorporationreceived on 18th July 2016.

Further none of the Company's subsidiaries joint ventures or associate companies havebecome or ceased to be Company's subsidiaries joint ventures or associate companies.

The Board of Directors reviewed the affairs of the subsidiary. In accordance withSection 129(3] of the Companies Act 2013 we have prepared consolidated financialstatements of the Company and its Subsidiary which forms part of this Annual Report Astatement containing the salient features of the financial position of the subsidiarycompanies in Form AOC-1 is annexed as Annexure I. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited accounts ofsubsidiary is also available on our website at www.panache.co.in.

The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at www.panache.co.in

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5] of the Companies Act 2013 yourBoard of Directors to the best of their knowledge and ability confirm that:

A. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

B. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

C. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

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

E. the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

F. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws are in place and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE

Corporate Governance is essentially a system by which companies are governed andcontrolled by the management under the direction and supervision of the board in the bestinterest of all stakeholders. Your Company continues to place greater emphasis on managingits affairs with diligence transparency responsibility and accountability and iscommitted to adopting and adhering to best Corporate Governance Practices.

The Board considers itself as a trustee of its shareholders and acknowledges itsresponsibilities towards them for creation and safeguarding their wealth. The Company hasset itself the objective of expanding its capacities. As a part of its growth strategy itis committed to high levels of ethics and integrity in all its business dealings thatavoid conflicts of interest In order to conduct business with these principles theCompany has created a corporate structure based on business needs and maintains a highdegree of transparency through regular disclosures with a focus on adequate controlsystems.

However as per provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a separate report on Corporate Governance underRegulation 27 (2) is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as required under SEBI (LODR)Regulations 2015 forms part of the Annual Report is attached herewith marked as Annexure-II.

RISK MANAGEMENT

The Company's General Risk Factors include hardware and software failure malwaremalicious software designed to disrupt computer operations viruses spam scams andphishing-unsolicited communications criminal and cyber threats cybercrimes fraudssecurity software updates and innovations etc. related to the business of the company.Other risk factors are financial risk operating risk marketing lack of technical andspecialised skilled staff political factors and government policy.

Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuous basis. Further to analyse and mitigate theabove-mentioned risks the Company has formulated a Risk Management Policy for dealing withdifferent kinds of risks which it faces in day to day operations of the Company. RiskManagement Policy of the Company outlines different kinds of risks and risk mitigatingmeasures to be adopted by the Board. The Company has adequate internal control systems andprocedures to combat the risk. The Risk management procedure will be reviewed by the AuditCommittee and Board of Directors on time to time basis. For more details please refer tothe Management Discussion and Analysis report which form part of the Directors Reportwhich is provided in Annexure II. Policy on Risk Management is available on the website ofthe Company www.panache.co.in .

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

During the period under review all transactions entered into with the related partiesas defined under the Companies Act 2013 were in the ordinary course of business and onarm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. The Company is exempt from Regulation 23 of SEBI (LODR) Regulations2015 and hence the Company is not mandated to seek approval from members for entering intotransactions which are material in nature. However the company has voluntarily soughtapproval of members for entering into material related party transactions (on arm's lengthand in ordinary course of business) on 9th March 2017. The details of materialrelated party transactions are mentioned in AOC-2 as Annexure III. Also suitabledisclosure as required by the Accounting Standards (AS 18) has been made in the note no. 7to the Standalone Financial Statement which forms a part of the Annual Report

All Related Party Transactions are placed before the Audit Committee for review andapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are repetitive in nature. A statement of all Related Party Transactions is placedbefore the Audit Committee for its review on a quarterly basis specifying the naturevalue and terms and conditions of the transactions.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the period under review the provisions of Section 135 of the Companies Act2013 w.r.t Corporate Social

Responsibility are not applicable to the Company.

PREVENTION OF INSIDER TRADING

Your Company has adopted the "Code of Conduct on Prohibition of InsiderTrading" and "Code of fair disclosure of

Unpublished Price Information" for regulating the dissemination of UnpublishedPrice Sensitive Information and

trading in securities by Insiders. The said codes are also available on the website ofthe Company www.panache.co.in .

INFORMATION ON BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review following changes took place in the Board and KeyManagerial Personnel;

> Mr. Rohit Mathur (holding DIN: 06583736] was appointed as Additional IndependentDirector of the Company by the Board of Directors on 19th May 2016 and thesame was approved by the Shareholders of the Company on 26th September 2016.

> Mrs. Meeta K. Mehta (holding DIN: 07515717] was appointed as AdditionalIndependent Director of the Company by the Board of Directors on 19th May 2016and the same was approved by the Shareholders of the Company on 26th September2016.

> Mr. Ashish Jalan (holding DIN: 06503424] had resigned from the post of IndependentDirector of the Company with effect from 19th May 2016.

> Mr. Manish Maskara (holding DIN: 07186168] had resigned from the post ofIndependent Director of the Company with effect from 19th May 2016.

> Ms. Anita Jhunjhunwala (holding DIN: 05166313] had resigned from the post ofIndependent Director of the Company with effect from 19th May 2016.

> Mr. Ramrati Choudhury (holding DIN: 05178090] had resigned from the post of WholeTime Director of the Company with effect from 19th May 2016.

> Ms. Jinkle Khimsaria was appointed as Company Secretary & Compliance Officerof the Company by the Board of Directors on 30th May 2016.

> Mr. Nikit Devchand Rambhia (holding DIN: 00165678] was designated as whole-timedirector of the Company by the Board of Directors on 30th May 2016 & thesame was approved by the members on 26th September 2016.

> Mr. Rohit Jain (holding DIN: 01194143] was appointed as Additional IndependentDirector w.e.f. 19th May 2016 to hold office till 18th May 2021subject to regularisation at the annual general meeting. However on compliance check itwas noticed by the compliance department that he was disqualified to be appointed as thedirector and hence his appointment was void-ab-initio as per section 164 of the CompaniesAct 2013.

> Ms. Jinkle Khimsaria had resigned as Company Secretary & Compliance Officer ofthe Company with effect from 23rd November 2016.

> Mr. Nitesh Manilal Savla had resigned as Chief Financial Officer of the Companywith effect from 23rd November 2016.

> Mr. Nikit Devchand Rambhia (holding DIN: 00165678] had resigned from the post ofWhole Time Director of the Company with effect from 14th January 2017.

> Mr. Jayachandran Sunderamoorthy (holding DIN: 07706021) was appointed asWhole-Time Director of the Company by the Board of Directors on 14th January2017 and the same was approved by the members on 9th March 2017.

> Mr. Vijay Patil was appointed as Company Secretary & Compliance Officer of theCompany by the Board of Directors on 11th February 2017.

Note: During the year under review company did not find a suitable candidate for theposition of Chief Financial Officer. However after the year under review Mr. MananTrivedi was appointed as the Chief Financial Officer of the company with effect from 27thApril 2017 at the board meeting held on the same day.

Meetings of the Board

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other board business. However in case of a special and urgentbusiness need the Board's approval is taken by passing Resolutions by Circulation aspermitted by law which is noted and confirmed in the subsequent Board meeting. The noticeof Board meeting is given well in advance to all the Directors.

During the Financial Year 2016-17 Total 12 (Twelve) meetings of the Board of Directorsof the Company were held on 1st April 2016; 19th May 2016; 30thMay 2016; 10* June 2016; 24* June 2016; 6* July 2016; 12* August 2016; 22nd August2016; 5* November 2016; 23rd November 2016; 14* January 2017; and 11*February 2017 and a circular resolution was passed on 21st March 2017 forShift of Registered Office from West Bengal to Maharashtra and the same has been recordedin next Board Meeting.

The names of directors and their attendance at the board meetings held during thefinancial year 2016-17 and at the last annual general meeting are given below:

Name of Director Designation Eligibility to attend Board Meetings in 2016-17 No. of Board Meetings attended during 2016-17 Attendance at ACM on 26* Sep 2016
Amit Devchand Rambhia Managing Director 12 11 Yes
Jayachandran

Sunderamoorthy

Whole time Director 1 1 NA
Rohit Mathur Independent Director 10 10 Yes
Meeta Kaushal Mehta Independent Director 10 10 Yes
Ramrati Choudhury Managing Director 2 1 NA
Ashish Jalan Independent Director 2 1 NA
Anita Jhunjhunwala Independent Director 2 0 NA
Manish Maskara Independent Director 2 1 NA
Nikit Rambhia Whole Time Director 11 10 Yes

Committees of the Board:

The Board of Directors has constituted various statutory committees comprising ofExecutive Non-Executive and Independent Directors to discharge various functions dutiesand responsibilities cast under the Companies Act 2013 SEBI (LODR) Regulations 2015 andother applicable statutes rules and regulations applicable to the Company from time totime. The Committees also focus on critical functions of the Company in order to ensuresmooth and efficient business operations. The Board of Directors is responsible forconstituting assigning co-opting and fixing the terms of reference of these committeesin line with the extant regulatory requirements. The Committees meets at regular intervalsfor deciding various matters and providing directions and authorizations to the managementfor its implementation.

Currently the Board of Directors has the following committees viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders' Relationship Committee

Audit Committee

The Audit Committee of the Company is constituted in accordance with the provisions ofRegulation 18 of SEBI (Listing

Obligations & Disclosure Requirements) Regulations 2015 and the provisions ofSection 177 of Companies Act 2013.

All members of the audit committee are financially literate with Mrs. Meeta MehtaChairperson of the Committee

having the relevant accounting and financial management expertise.

The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company's internal controls

and financial reporting process and inter alia performs the following functions:

> Oversight of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible.

> Discuss and review with the management the annual/ half yearly/ quarterlyfinancial statements and the auditor's report thereon before submission to the Board forapproval.

> Discuss with the statutory auditors before the audit commences about the natureand scope of audit as well as post audit discussion to ascertain any area of concern.

> Hold timely discussions with the statutory auditors regarding critical accountingpolicies and practices and significant financial reporting issues and judgments made.

> Review with the management performance of the statutory and internal auditors.

> Evaluate internal financial controls and risk management systems.

> Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process.

> Approve the appointment of the Chief Financial Officer after assessing thequalifications experience and background of the candidate.

Composition of Audit Committee as on 1st April 2016:

Name of Member Position in the Committee No. of Meetings Attended during 2016-17
Mr. Ashish Jalan Chairperson N.A.
Mr. Manish Maskara Member N.A.
Mr. Ramrati Choudhury Member N.A.

The Audit committee was re-constituted pursuant to resignation and appointment ofDirectors on 19th May 2016 and the Composition of the Committee afterre-constitution was as follows:

Name of Member Position in the Committee No. of Meetings Attended during 2016-17
Mrs. Meeta Mehta Chairperson 6
Mr. Amit Rambhia Member 6
Mr. Rohit Mathur Member 6

The Audit Committee met Six (6) times during the financial year 2016-17 on 30thMay 2016; 6th July 2016; 12th August 2016; 5thNovember 2016; 14th January 2017 and 11th February 2017.Necessary quorum was present at the above meetings.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in accordance with theprovisions of Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and the provisions of Section 178 of Companies Act 2013.

The Role of Nomination and Remuneration Committee is as follows:

> Formulation of the criteria for determining qualifications positive attributesand independence of a director and recommend to the Board a policy relating to the leveland composition of remuneration of the directors key managerial personnel and otheremployees;

> Formulation of criteria for evaluation of independent directors and the Board;

> To ensure that the relationship of remuneration to performance is clear and meetsappropriate performance benchmarks;

> Deciding on whether to extend or continue the term of appointment of theindependent director on the basis of the report of performance evaluation of independentdirectors;

> Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors;

> Define and implement the Performance Linked Incentive Scheme (including ESOP ofthe Company) and evaluate the performance and determine the amount of incentive of theExecutive Directors for that purpose;

> Decide the amount of Commission payable to the Whole-Time Director / ManagingDirectors;

> Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc.

> To formulate and administer the Employee Stock Option Scheme.

> Devising a policy on Board diversity; and

> Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

Composition of Nomination and Remuneration Committee as on 1st April 2016:

Name of Member Position in the Committee No. of Meetings Attended during 2016-17
Mr. Ashish Jalan Chairman N.A.
Mr. Manish Maskara Member N.A.
Ms. Anita Jhunjhunwala Member N.A.

The Nomination & Remuneration committee was re-constituted pursuant to resignationand appointment of Directors on 19th May 2016 and the Composition of theCommittee after re-constitution was as follows:

Name of Member Position in the Committee Eligibility to attend Committee Meetings in 2016-17 No. of Meetings Attended during 2016-17
Mr. Rohit Mathur Chairman 5 5
Mr. Nikit Rambhia (till 14/01/2017) Member 4 4
Mr. Jayachandran Sunderamoorthy (from 14/01/2017) Member 1 1
Mrs. Meeta Mehta Member 5 5

The Nomination and Remuneration Committee met five (5) times during the financial year2016-17 on 30th May 2016; 22nd August 2016; 23rdNovember 2016; 14th January 2017 and 11th February 2017.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with theprovisions of Regulation 20 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and the provisions of Section 178 of Companies Act 2013.

The Role of Stakeholders Relationship Committee is as follows:

> Consider and resolve the grievances of security holders of the Company includingcomplaints related to transfer of securities non-receipt of annual report/ declareddividends/ notices/ balance sheet

> Review movements in shareholding and ownership structures of the Company.

> Oversee and review all matters related to the transfer of securities of thecompany.

> Recommend measures for overall improvement of the quality of investor services.

Composition of Stakeholders Relationship Committee as on 1st April 2016:

Name of Member Position in the Committee No. of Meetings Attended during 2016-17
Mr. Manish Maskara Chairman Nil
Mr. Ashish Jalan Member Nil
Ms. Anita Jhunjhunwala Member Nil

The Stakeholders Relationship Committee was re-constituted pursuant to resignation andappointment of Directors on 19th May 2016 and the Composition of the Committeeafter re-constitution was as follows:

Name of Member Position in the Committee No. of Meetings Attended during 2016-17
Mr. Rohit Mathur Chairman 1
Mrs. Meeta Mehta Member 1
Mr. Amit Rambhia Member 1

The Stakeholders Relationship Committee met one (1) time during the financial year2016-17 on 23rd November 2016.

Status of Investor Complaints as on 31st March 2017 and reported underRegulation 13(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 is as under:

Particulars No. of Complaints
Complaints Pending as on 01.04.2016 1
Received during financial year 0
Resolved during financial year 1
Pending as on 31.03.2017 0

Declaration by Independent Directors

In accordance with the Section 149(7) of the Act each Independent Director has given awritten declaration to the Company at the time of their appointment and at the firstmeeting of the Board of Directors in every financial year confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI (LODR) Regulations 2015.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy of the Company is attached herewith marked asAnnexure IV and also placed on its website www.panache.co.in .

Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annual evaluationof its own performance the Directors individually as well as the evaluation of all theCommittees of the Board for the Financial Year 2016-17. A structured questionnaire wasprepared after taking into consideration inputs received from the Directors. A separateexercise was carried out to evaluate the performance of individual Directors who wereevaluated on parameters such as qualifications experience and competency of directorslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority shareholders etc. The performance evaluation of theIndependent Directors was carried out by the entire Board. The performance evaluation ofthe Non-Independent Directors was carried out by the Independent Directors. Areas on whichthe Committees of the board were assessed included effectiveness of the committeeregularity and frequency of meeting contribution to decision of board and quality ofrelationship of the committee with the board and management. The Board of Directors hasexpressed its satisfaction with the evaluation process.

AUDITORS AND AUDITORS' REPORT Statutory Audit

In accordance with the provisions of Section 139 of Companies Act 2013 M/s Jain Salia& Associates Chartered Accountants Mumbai (Firm Registration No.ll6291W) areproposed to be appointed as auditor for a period of 5 years commencing from the conclusionof this Annual General Meeting till the conclusion of 41st Annual GeneralMeeting i.e.

Annual General Meeting to be held for the financial year 2021-22 subject toratification of their appointment at every Annual General Meeting.

Jain Salia & Associates have consented to their appointment as Statutory Auditorsand have confirmed that their appointment if made will be in accordance with Section 139read with Section 141 of the Companies Act 2013.

There are no qualifications in the Auditors' Report to the Members on the FinancialAccounts for the year ended 31st March 2017. Further the Auditors Reportbeing self-explanatory does not call for any further comments from the Board of Directors.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Piyushkumar Parmar a Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the year 2016-17. Their Secretarial Audit Reportconfirm that the company has complied with the applicable laws. The Secretarial AuditReport forms part of this Annual Report and is attached herewith marked as Annexure V.

Reply to observation of Secretarial Auditor:

The Company has appointed Mr. Manan Trivedi as CFO of the Company on 27thApril 2017 after the end of the Financial Year 2016-17 but the same in in compliance withsection 203 of the Companies Act 2013 i.e. vacancy in the office of CFO (KMP) was filledwith a period of Six months.

MERGER

During the year under review the Company was considering merger plan with VardhamanTechnology Private Limited however the discussion with Vardhaman Technology PrivateLimited didn't work out and the merger plan was withdrawn.

DISCLOSURES

Vigil Mechanism

The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism tothe directors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.It is affirmed that no personnel of the Company have been denied access to the AuditCommittee.

Significant and Material Orders Passed bv the Regulators or Courts

No Significant Material Orders have been passed by the regulators or courts ortribunals which would impact the going concern status of the company.

Particulars of Loans given. Investments made. Guarantees given and Securities Provided

The Company has made compliance with the provisions of Section 186 of the CompaniesAct 2013 during the year under review. Please refer Note 8 and 15 to the StandaloneFinancial Statement which forms a part of this Annual report

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of Companies (Accounts) Rules 2014 is attached as Annexure VI.

Extract of Annual Return

Pursuant to Section 92 (3] of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT 9 isattached as Annexure VII.

Particulars of Employees and related disclosures

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is attached as Annexure VIII.

Unpaid/Unclaimed Dividend

During the year total unclaimed dividend was Rs. 31450/-.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

There are no material changes and commitment affecting financial position which haveoccurred between the end of the financial year of the company to which the financialstatements relate and the date of the Directors Report.

EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS' REPORT

For administrative easy the Board of the Company proposed to shift the registeredoffice of the Company from the state of West Bengal to the State of Maharashtra andreceived the approval of the members of the Company by postal ballot on 4thMay 2017. Now the Company is in process of shifting the registered office of the Companyto the State of Maharashtra.

GENERAL

Dematerialization of shares and liquidity

The Company's shares are compulsorily traded in dematerialized form and are availablefor trading on both the depositories viz. National Securities Depository Ltd. (NSDL) andCentral Depository Services (India) Ltd. (CDSL). As on March 312017 only 86000 shareswere held in physical form.

ACKNOWLEDGEMENT

Your directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment The board places on record its appreciation forthe support and co-operation your company has been receiving from its suppliers retailersand others associated with the company as its trading partners.

The Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government and Regulatory Authorities and Stock Exchanges for their continuedsupport

By order of the Board of Directors of Panache Innovations Limited

Amit Devchand Rambhia

Date: 18/08/2017 Chairman & Managing Director

Place: Mumbai DIN: 00165919