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Panther Industrial Products Ltd.

BSE: 524055 Sector: Financials
NSE: N.A. ISIN Code: INE181D01014
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Panther Industrial Products Ltd. (PANTHERINDLPR) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting Twenty Seventh Annual Report on the affairsof the Company together with the Audited Statement of Accounts for the year ended 31 stMarch 2015.

1. Financial Summary or performance of the company

PARTICULARS 2014-2015 2013-2014
Net Income / (Loss) from operations 1237887 0.00
Less: Expenses 1344673 350913
Profit/ (Loss) before Interest and Depreciation (106786) (350913)
Less: Interest NIL NIL
Depreciation 517454 855091
Profit/(Loss) Before Tax (624240) (1206004)
Less: Provision for Income Tax NIL NIL
Profit / (Loss) After Tax (624240) (1206004)
Earning per shares
(1)Basic (0.45) (0.86)
(2) Diluted (0.45) (0.86)

2. Operations

The Company has reported total income of Rs. 1237887/- for the current year ascompared to NILin the previous year. The Net Loss for the year under review amounted toRs. 624240/- in the current year as compared to Rs.1.206004/- in the previous year.

3. Transfer to reserves

Since no profit was reported during the year therefore the Company has not transferredany amount to reserves.

4. Dividend:

Due to Loss of Rs. 624240/- your directors regret their inability to recommend anydividend for financial period 2014-15.

5. Material Changes between the date of the Board report and end of financial yean

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

6. Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

7. Subsidiary Company:

As on Match 312015 the Company does not have any subsidiary.

8. Statutory Auditor & Audit Report:

M/s. S. Kumar Jain & Co. Chartered Accountants statutory auditors of the Companyhaving registration number FRN No. 131314W hold office until the conclusion of next AnnualGeneral Meeting subject to the ratification of the members at every general meeting. TheCompany has received a certificate from the statutory auditors to the effect that theirre-appointment if made would be within the limits prescribed. The statutory auditorshave also confirmed that they hold a valid certificate issued by the ‘Peer ReviewBoard* of The Institute of Chartered Accountants of India.

There are no qualifications or observations or remarks made by the Auditors in theirReport

9. Change in the nature of business:

There is no change in the nature of the business of the company

10. Details of directors or key managerial personnel:

During the year the Board was duly constituted.

Shri Kartik Kirtikumar Parekh Director of the Company who is Babie to retire byrotation and "being eligible offer himself for reappointment

11. Deposits:

The Company has not invited/ accepted any deposits from the public during the yearended March 312015.

There were no unclaimed or unpaid deposits as on March 312015.

12. Conservation of energy technology absorption foreign exchange earnings and outgo:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3Xm) of the Companies Act 2013 read withRule 8 ofThe Companies (Accounts) Rules 2014 is annexed herewith as'Annexure-1*.

13. Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135( 1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

14. Number of meeting of the Board:

During the year 2014-15 the Board of Directors met 6(Six) times viz. on 30th May201431st July 2014 31st October 2014 08th November 2014 10th February 2015 21stFebruary 2015and 05th March 2015.

26th Annual General Meeting of the Company was held on 29th September 2014.

15. Director' Responsibility Statement

Pursuant to the requirement under section 134(3XC) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that

(i) in the preparation of the annual accounts for the financial year ended 31st March2015 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

(ii) 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 as at March 312015 and of the profit andloss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

16.Deciaration by Independent Directors:

Since the Company is in process to appointment of Independent Directors under Section149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules2014 hence no declaration has been obtained.

17.Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub-section (3) of section 178:

The Company is yet to constitute a Nomination and Remuneration Committee under Section178(1) of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014 and Stakeholders Relationship Committee under Section 178(5) of theCompanies Act 2013 since company is in process to appoint Independent Director.

18. Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

19. Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

20. Extract of Annual Return:

The Extract of Annual return for the financial year ended 31st March 2015 is attachedto the directors report and named as "Annexure-Il*.

21 .Related Party Transactions:

AH related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Particulars ofcontracts or arrangements with related parties referred to in sub-section (1) of section188 in the form AOC-2 is attached to this report and named as "Annexure- III*.

22.Corporate Governance Report:

Since The Paid Up Capital of the company is less than Rs. 30000000/- mandatoryprovisions of the Corporate Governance under Clause 49 of the Listing Agreement are notapplicable to the company. However as measure of good corporate governance practice thecompany has voluntarily initiated to the extent possible considering constitutions ofBoard and activities of the Company steps towards tire compliance of the same.

23.Secretarlal Audit Report:

The Company is unable to obtained Secretarial Audit required under section 204(1) ofthe Companies Act 2013 and the rules made thereunder as the assignment of theSecretarial Audit has not been accepted by any professional having membership of Instituteof Company Secretaries of India. The Company has been trying to engage a Company Secretaryfrom the date became applicable to the company but in vain.

However the company shall continue to try and engage a Company Secretary who couldaccept the assignment and report shaH be furnished accordingly.

24.Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

During the year 2014-2015 no complaints were received by the Company related to sexualharassment

25. Acknowledgments:

Your Directors taka this opportunity to place on record their appreciation and sinceregratitude to the Government of India Government of Maharashtra and the Bankers to theCompany for their valuable support and look forward to their continued co-operation in theyears to come.

Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.

Place: Mumbai For and on behalf of the Board of Directors of Panther Industrial Products Limited
Date : 15th May 2015
Registered Office:
First Floor Radha Bhuvan Kirtikumar N. Parekh Kaushik C. Shah
121 Nagindas Master Road (Director) (Director)
Fort Mumbai - 400 023 DIN:00009494 DIN.00009510