Pan India Corporation Ltd.
|BSE: 511525||Sector: Financials|
|NSE: SRGINFOTEC||ISIN Code: INE376A01032|
|BSE 00:00 | 24 Sep||0.90||
|NSE 05:30 | 01 Jan||Pan India Corporation Ltd|
Pan India Corporation Ltd. (SRGINFOTEC) - Director Report
Company director report
FOR THE FINANCIAL YEAR ENDED 2019-20
Your Directors are pleased to present the 36th Annual Reporton the business and operations of the Company together with the Audited FinancialStatement for the year ended 31st March 2020.
Pan India Corporation Limited (Your Company) is engaged in thebusiness to invest in buy sell transfer hypothecate deal in and dispose of anyshares stocks debentures (whether perpetual or redeemable debentures) debenture stocksecurities including securities of any government Local Authority bonds andcertificates and properties (whetherImmovable or movable) .
SUMMARISED FINANCIAL HIGHLIGHTS
(Amount in Rs.)
STATE OF COMPANY'S AFFAIRS
During the year company has a earned an income of Rupees155628.38/-. Your directors expect that with the continuous efforts there will beimprovement in overall performance in the coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIALYEAR 2019-20
There are no material changes and commitment affecting the financialposition of company after the closure of financial year 2019-2020 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIESAND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OFTHE COMPANY
M/s. Ujjwal Infrastructure Private Limited is Associate Company of theCompany.
There is no subsidiary and joint venture of the company and furtherthere are no companies which have become or ceased to be the subsidiary and joint ventureof the company during the year.
DIVIDEND AND RESERVES
During the year under review your Company does not recommend anydividend in the absence of profits. And also your company has not made any transfer toReserves during the financial year 2019-2020.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments if any which are coveredunder the provisions of Section 186 of the Companies Act 2013 are given in the notes tothe Financial Statements as on 31.03.2020 and forms a part of annual report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures.
The internal audit is entrusted to M/s R. Mahajan & Associates afirm of Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business practices.
The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of internal control systems and suggests improvements tostrengthen the same. The Board of Directors has framed a policy which ensures the orderlyand efficient conduct of its business safeguarding of its assets to provide greaterassurance regarding prevention and detection of frauds and accuracy and completeness ofthe accounting records of the company.
During the year no reportable weakness in the operations and accountingwere observed and your company has adequate internal financial control with reference toits financial statements.
RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions entered by the companywith related party for the year under review were in the ordinary course of business andon Arm's Length basis. Detail of related party transactions have been disclosed innotes to the financial statements.
Further your company has not entered into any material contracts orarrangements with related parties at arm's length basis. Accordingly the disclosureof related party transactions as required under Section 134(3) (h) of the Companies Act2013 read with rules made there under in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the website of the Company(http://www.panindiacorp.com/RelatedPartyPolic y-v1.2.pdf).
The risk management framework defines the risk management approach ofthe Company and includes periodic review of such risks and also documentation mitigatingcontrols and reporting mechanism of all risks.
In this regard the board has formulated a Risk Management policy whichdefines the risk assessment and minimization procedures. As per view of board apart fromliability which may arise for payment of statutory dues to government of India regardingincrease in authorized capital there is no other risk in operation of company which mayimpact the existence of company.
AUDITORS AND AUDITOR'S REPORT
In terms of the provisions of Section 139(1) of the Companies Act2013 the Board of Directors on the recommendation of the Audit Committee of the Board andsubject to its confirmation by the members/shareholders in the Annual General Meetingapproved the appointment of M/s R. C. Chadda & Co. LLP Chartered Accountants as aStatutory Auditors of the Company for a period of five years at the 35th AnnualGeneral Meeting held on 30.09.2019 until the conclusion of 40th Annual GeneralMeeting. The appointment is made on such remuneration including out of pocket expenses andother expenses as may be mutually agreed by and between the Board of Directors and theAuditors and recommended the same to the shareholders of the Company for their approval.
The auditor report and notes on accounts referred to in the AuditorsReport is self-explanatory and there are no adverse remarks or qualification in the Reportexcept as stated below and general remarks are in the nature of facts. M/s R. C. Chadda& Co. LLP Chartered Accountants who were Statutory Auditors of the Company have giventheir remarks which are as follows:
Auditor remarks for financial statement ending 31.03.2020:
The Company is regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income tax sales tax servicetax duty of customs duty of excise value added tax cess and any other statutory duesapplicable to it with appropriate authorities.
However according to the information and explanations given by themanagement of the company below mentioned Income Tax Liability is outstanding as at 31stMarch 2020 for a period of more than six months from the date they became payable:
Further the company has also not deposited the following ROC Fees onaccount of disputes
Our reply to auditor remarks:
1. In respect of outstanding Income tax Demands: -
These demands have been uploaded by the Income tax Department on IncomeTax portal. We are looking into the demands for these years and for against these demandseither rectification application will be filed or appeal will be filed.
2. In respect of ROC fees: -
Your Board has acknowledged that the statutory fees is required to bepaid to Registrar of companies (ROC) Ministry of Corporate Affairs for increase inauthorized share capital of the company in past. However the amount to be paid to ROC isyet to be ascertained due to changes in law from time to time.
ROC has already filed prosecution before Court for non-compliance ofSection 97 of the Companies Act 1956 and company has also filed reply before the courtstating its intent to pay fees on increase in authorized capital such matter is nowsub-judice before the court and company is awaiting the directions of court regardingascertainment of fees to be paid to ROC Delhi.
Pursuant to provisions of Section 204 of the Companies Act 2013and rules made there under the board has appointed M/s Pritika Nagi & AssociatesCompany Secretary in Practice to conduct the Secretarial Audit of the Company for thefinancial year 2019-20. The Secretarial Audit Report for the financial year ended 31stMarch 2020 is attached herewith as part of the Annual Report as Annexure A whichforms an integral part of this report.
There are no secretarial audit qualifications/adverse remarksreservation for the year under review except as under:
Company had increased its authorised capital in 1998 for which Form5/Form SH7 has not been filed with Registrar of companies. The said matter is underlitigation.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TOTHE CENTRAL GOVERNMENT
There are no such frauds reported by auditors which are committedagainst the company by officers or employees of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Retirement by Rotation
In accordance with the provisions of Section 152 of The Companies Act2013 Mr. Vijay Pal Shukla Managing Director of the Company is liable to retire byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
Appointment / Re-appointment and Cessation of Directors& KMP
During the year under review shareholders have approved there-appointment of Mr. Omprakash Ramashankar Pathak who was liable to retire by rotationat the last Annual General Meeting.
Further Ms. Rajni Nagi resigned from the post of Company Secretary& Compliance Officer of the Company w.e.f. 14th September 2019 and Mrs.Nipa Verma was appointed as the Company Secretary & Compliance Offiecer of the Companyw.e.f. 18th September 2019.
Also further thatMr. Omprakash Ramashankar Pathak (DIN: 01428320) wasappointed as the Managing Director of the Company w.e.f. 07th May 2017 for aterm of Three (3) years upto 06th May 2020. Owing to personal reasons Mr.Omprakash Ramashankar Pathak tendered his resignation from the post of Managing Directorof the Company.
Therefore the Board of the Company in its meeting held on 05thMay 2020 approved the change in Designation of Mr. Omprakash Ramashankar Pathak (DIN:01428320) from the post of Managing Director of the Company to the Non-Executive Directorof the Company.
Also further that in accordance with the provisions of Section 196197 203 and the rules made thereunder and all other applicable provisions if any of theCompanies Act 2013 (including any statutory modification(s) from time to time or anyre-enactment thereof for the time being in force) read with Schedule V thereto and subjectto approval of shareholders of the company and pursuant to the recommendation ofNomination and Remuneration Committee of the board the Board of Directors in theirmeeting held on 05.05.2020 had accorded change in appointment of Mr. Vijay Pal Shukla (DIN: 01379220) as Managing Director of the Company for a period of 3 (Three) years witheffect from 7th May 2020 to 6th May 2023 and his term of officeshall be liable to retire by rotation.
Also further that Mr. Harish Kumar Chauhan and Mrs. Preeti Sharma hasbeen appointed as Independent Directors of the Company in the last Annual General Meetingof the Company held on 30th September 2019 for a fixed term of fiveconsecutive years to hold the office from the conclusion of 35th Annual GeneralMeeting up to 40thAnnual General Meeting. .
Further there is no change in the composition of the Board ofDirectors of the Company and no directors and Key Managerial Personnel have beenappointed/re-appointed or resign from the company during the year under review i.e.2019-20 except as specified above.
All Independent Directors have given declarations to the companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of The Companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.
>EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in FormMGT-9 as required under Section 92 of Companies Act 2013 are included in this report as AnnexureB and forms an integral part of this report and same will also be available onCompany's Website www.panindiacorp.com
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide onbusiness strategies/policies and review the financial performance of the Company. Thenotice along with Agenda and notes on agenda of each Board Meeting was given in writing toeach Director.
In the Financial Year 2019-202 the Board met Seven (7) times.The meetings were held on 25/05/2019 10/08/2019 26/08/2019 18/09/2019 13/11/201918/12/2019 and 13/02/2019. The interval between two meetings was well within themaximum period mentioned under Section 173 of Companies Act 2013 and Regulation 17(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. For furtherdetails please refer report on Corporate Governance an integral part of this AnnualReport.
The present Audit Committee of the board comprises of three memberswith independent directors forming a majority namely Mr. Harish Kumar ChauhanNon-Executive Independent Director is the Chairman of the Committee and Mr. Ankit RathiPromoter Non- Executive Director and Mrs. Preeti Sharma Non-Executive IndependentDirector are members of the committee.
All the recommendations made by the Audit Committee were accepted bythe board.
Further the Roles and Responsibility and other related matters ofAudit Committee forms an integral part of Corporate Governance Report as part of annualreport.
The Vigil Mechanism/Whistle blower Policy of the company provides thatprotected disclosures can be made by a whistle blower through an email to the Chairman ofthe audit committee. The Whistle Blower Policy can be accessed on the Company'sWebsite at the link: http://www.panindiacorp.com/WhistleBlowerPoli cy.pdf.
REMUNERATION AND NOMINATION POLICY
The nomination and remuneration committee has recommended to the Board:
a) A policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The details ofthis policy are attached as Annexure C inthis report and
b) Further Policy for selection criteria of Directors and SeniorManagement and Criteria for determining qualifications positive attributes and directorindependence is also attached as Annexure D to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and rules made thereunder every company having net worth of Rupees five hundred crores or more or turnoverof rupees one thousand crores or more or a net profit of rupees five crores or more duringany financial year shall constitute a Corporate Social Responsibility Committee of theBoard.
However it is not applicable in case of your Company. Hence there isno need to form Corporate Social Responsibility Committee and Corporate SocialResponsibility Policy for the company as per the requirementof the Companies Act 2013.
SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015mandates that the Board shall monitor and review the Board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the Boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act 2013 states that the performance evaluation of independent directorsshall be done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole and thatof its committee was conducted based on the criteria and framework adopted by the Board.Board has engaged Nomination and Remuneration Committee for carrying out the evaluationand their finding were shared with the board that had discussed and analyze itsperformance during the year. The Board approved the evaluation results as collated by thenomination and remuneration committee.
The exclusive meeting of Independent Directors was held to evaluate theperformance of the Board non-Independent Directors & the Chairman.
The performance evaluation of committee's and board as a whole wasdone on the basis of questionnaire which was circulated among the board members andcommittee members and on receiving the inputs from them their performance was assessed.
Lastly performance evaluation of individual directors was done on thebasis of self-evaluation forms which were circulated among the directors and on receivingthe duly filled forms their performance was assessed.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directorswith the company their roles and responsibilities in the company business model of thecompany and other related matter are put on the website of the Company at the link:http://www.panindiacorp.com/familirisation_poli cy.pdf
To familiarize the new inductees as independent director with thestrategy operations and functions of our Company the executive directors makepresentations to the inductees about the Company's organization structure finance humanresources facilities and risk management.
Further at the time of appointment of an independent director theCompany issues a formal letter of appointment outlining his/her role function duties andresponsibilities as a director. The Formal format of the letter of appointment isavailable on our website (http://www.panindiacorp.com/docs.html).
Your Company has implemented all the stipulations of the CorporateGovernance Practices set out by the Securities and Exchange Board of India and as providedin SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A separatesection on Report of Corporate Governance as stipulated under SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms an integral part of the AnnualReport.
The requisite certificate from the Company Secretary in Practiceregarding compliance of conditions of Corporate Governance as stipulated under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as AnnexureE of the Director's Report.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year underreview as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming Annexure F of theDirector's Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there is no employee in the company which draws theremuneration in excess of the limits set out in the said rules.
Further the details of top 10 employees in terms of Remuneration Drawnas per provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andDisclosures pertaining to remuneration and other details of directors & KMP asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are enclosed as AnnexureG.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND RESEARCH &DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation technology absorptionforeign exchange earnings and outgo as required to be disclosed under Section 134 (3) (m)of the Companies Act 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014are given hereunder:
Conservation of Energy
i.) Steps taken or impact on conservation of energy: Energyconservation efforts are ongoing activities. During the year under review further effortswere made to ensure optimum utilization of electricity.
ii) Steps taken by the company for utilizing alternate sources ofenergy: Nil as your company does not carry any manufacturing activities
iii) The Capital investment on energy conservation equipments: Nil
Technology Absorption Adaption & Innovation and Research &Development
No research & development or technical absorption or adaption &innovation taken place in the company during the Financial Year 2018-19 the details asper rule 8(3) of the companies (Accounts) Rules 2014 are as follows:
i) Efforts made towards technology absorption: -Nil
ii) Benefits derived like product improvement cost reduction productdevelopment or import substitution: Nil
iii) In case of imported technology (imported during the last 3 yearsreckoned from the beginning ofthe financial year) -
a) Details of technology imported: Nil b) Year of Import: Nil c)Whether the technology been fully absorbed: Nil d) Areas where absorption has not takenplace and the reasons there of:Nil
iv) Expenditure incurred on Research and Development: Nil
Foreign Exchange Earnings and Outgo
As your Company does not deal in Foreign Exchange therefore theparticulars relating to Foreign Exchange Earnings and Outgo are not applicable to yourCompany.
Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil
DIRECTORS' RESPONSIBILITY STATEMENT To the best of ourknowledge and belief and according to the information and explanations obtained by themyour Directors confirmed the following statement in terms of Section 134(3) (c) of theCompanies Act 2013:
1) That in preparation of Annual Accounts for the year ended March 31st2020; the applicable accounting standards have been followed and there are no materialdeparturesfrom the same ;
2) The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true & fair view of the state of affairs of the Company as at March 31st2020 and of the profit and loss of the Company for the year ended on that date;
3) That the Directors have taken proper & sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
4) The directors have prepared the annual accounts on a going concernbasis;
5) That the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
6) That the directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
LISTING OF SECURITIES
The Company's Equity Shares are listed on following stockexchanges: i. The Delhi Stock Exchange Limited ii. The Bombay Stock Exchange Limited iii.The Madras Stock Exchange Limited iv. The Stock Exchange Ahmedabad v. The Calcutta StockExchange Association Limited
Securities and Exchange Board of India (SEBI) vide their circular dated14thMay 2015 and 23rd January 2017 derecognized Madras StockExchangeand Delhi Stock Exchange respectively .
Your Director states that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review: -
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of the equity shares with differential rights as to dividendvoting or otherwise.
c) Issue of shares (including sweat equity shares) to directors oremployees of the Company.
d) Issue of Employee Stock Option Scheme to employees of the company.
e) As there is no subsidiary or holding company of your company soManaging Director of the company does not receive any remuneration or commission from anyof such companies.
f) No significant or material orders were passed by the regulators orcourts or tribunals which impact the going concern status and Company's operationsin future.
g) Purchase of or subscription for shares in the company by theemployees of the company.
h) There is no subsidiary of company so no policy on materialsubsidiary is required to be adopted.
Your Directors further state that: -
a) The Company has zero tolerance for sexual harassment and during theyear under review there were no complaint received and no cases filed pursuant to theSexual Harassment of
Women at Workplace (Prevention Prohibition and Redressal) Act 2013.b) And there is no change in the nature of business of company during the year.
INDUSTRIAL AND HUMAN RELATIONS
Since the Company is not into any kind of manufacturing activity thereis no matter to discuss about industrial relations and the Company is maintaining cordialrelations with its staff members.
Your Directors take this opportunity to place on record theirappreciation for the shareholders bankers and other business associates for theirforbearance understanding and support to the Company. They also wish to place on recordtheir great appreciation of the commitment sense of involvement and dedication exhibitedby each staff member in the overall development growth and prosperity of the company.