FOR THE FINANCIAL YEAR ENDED 2016- 2017
Your Directors are pleased to present the 33rd Annual Report on the businessand operations of the Company together with the Audited Financial Statement for the yearended 31st March 2017.
Pan India Corporation Limited (Your Company) is engaged in the business to invest inbuy sell transfer hypothecate deal in and dispose of any shares stocks debentures(whether perpetual or redeemable debentures) debenture stock securities includingsecurities of any government Local Authority bonds and certificates and properties(whether Immovable or movable).
SUMMARISED FINANCIAL HIGHLIGHTS
|Particulars || ||(Amount in Rs.) |
| ||Current Year Year Ended 31st March 2017 ||Previous Year Year Ended 31st March 2016 |
|Income from Operations ||810533 ||3968498 |
|Other Income ||90000 ||37646 |
|Total Income ||900533 ||4006144 |
|Total Expenditure ||6505422 ||108974768 |
|Profit/ (Loss) before tax ||(5604889) ||(104968624) |
|Less: Provision for Deferred Tax ||(211) ||(6710) |
|Less: Prior period Adjustment of Tax ||Nil ||Nil |
|Net Profit/(Loss) after Tax ||(5605100) ||(104961914) |
STATE OF COMPANY'S AFFAIRS
During the year the income from operations of your company has been reduced to Rs.810533/- in comparison to the income from operations achieved last year i.e. Rs.3968498/-.
Nonetheless your director's expect that the initiatives undertaken will result inimprovement in financial results in the coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2016 - 17
There is no material changes and commitment affecting the financial position of companyafter the close of financial year 2016-2017 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTSOF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
There is no subsidiary and joint venture of the company and further there are nocompanies which have become or ceased to be the subsidiary and joint venture of thecompany during the year.
M/s Mitika Traders Private Limited is our associate companies as per section 2(6) ofthe Companies Act 2013.
|S. No. Name & Address of Company ||CIN ||Holding/ Subsidiary/ Associate ||% of Shares held |
|1 Mitika Traders Private Limited 7117th Floor New Delhi House 27 Barakhamba Road New Delhi-110001 ||U65990DL199 2PTC192349 ||Associate Company ||40% |
During the year under review the Mitika Traders Private Limited has incurred losses ofRs. 3775/- due to which it has negative impact on the Consolidated financial performanceof the company.
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of financial statements of the associate company inform AOC - 1 is attached asAnnexure A'.
DIVIDEND AND RESERVES
During the year under review your Company does not recommend any dividend in theabsence of profits. And also your company has not made any transfer to Reserves duringthe financial year 2016-2017.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans Guarantees and Investments if any which are covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements as on 31.03.2017 and forms a part of annual report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard 21 consolidated financial statement read with Accounting Standard (AS) - 23 onaccounting for Investments in associates the audited consolidated financial statement isprovided in the Annual Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures.
The internal audit is entrusted to M/s R. Mahajan & Associates a firm of CharteredAccountants. The main thrust of internal audit is to test and review controls appraisalof risks and business practices.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of internal control systems and suggests improvements to strengthen thesame. The Board of Directors has framed a policy which ensures the orderly and efficientconduct of its business safeguarding of its assets to provide greater assuranceregarding prevention and detection of frauds and accuracy and completeness of theaccounting records of the company.
During the year no reportable weakness in the operations and accounting were observedand your company has adequate internal financial control with reference to its financialstatements.
RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions entered by the company with related partyfor the year under review were in the ordinary course of business and on Arm's Lengthbasis. Detail of related party transactions have been disclosed in notes to the financialstatements.
During the year the Company had entered into contract/arrangement/transaction with M/sBits Limited related party which could be considered material in accordance with theListing Agreement/ SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015and company's policy on related party transactions and approval for these materialtransactions entered with the above mentioned party has already been taken from theshareholders of the company.
Details of related party transaction have been disclosed in Form AOC-2 which isattached as Annexure B.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company (http://www.panindiacorp.com/RelatedPartvPolicv-v1.2.pdf).
The risk management framework defines the risk management approach of the Company andincludes periodic review of such risks and also documentation mitigating controls andreporting mechanism of all risks.
In this regard the board has formulated a Risk Management policy which defines therisk assessment and minimization procedures. As per view of board apart from liabilitywhich may arise for payment of statutory dues to government of India regarding increase inauthorized capital there is no other risk in operation of company which may impact theexistence of company.
AUDITORS AND AUDITOR'S REPORT
M/s Soni Gulati & Co. Chartered Accountants was appointed as the StatutoryAuditor of your Company at the 32ndAnnual General Meeting held on 30lhSeptember 2016 to hold office for the term of 5 years subject to ratification by themembers in Annual General Meeting. In terms of the first proviso to Section 139 of theCompanies Act 2013 the appointment of the auditor shall be placed for ratification atevery Annual General Meeting. Accordingly the audit committee and board of directorsrecommend the ratification of appointment of M/s Soni Gulati & Co. CharteredAccountants (Firm registration no.8770) as Statutory Auditor of the company to holdoffice from the conclusion of the 33rdAnnual General Meeting to the conclusionof the 34th Annual General Meeting of the Company.
In this regard the Company has received a certificate from the auditors to the effectthat their re-appointment if made would be within the limits prescribed under theCompanies Act 2013 and they are not disqualified for re-appointment as per theprovisions of section 141 of the Companies Act 2013.
The auditor report and notes on accounts referred to in the Auditors Report isselfexplanatory and there are no adverse remarks or qualification in the Report except asstated below and general remarks are in the nature of facts. M/s Soni Gulati & Co.Chartered Accountants who were Statutory Auditors of the Company have given their remarkswhich are as follows:
Auditor remarks for financial statement ending 31.03.2017:
According to the information and explanation given to us there are no disputedstatutory dues payable in respect of income tax sales tax duty of customs duty ofexcise and value added tax which are outstanding as at 31st March 2017.However according to information and explanations given to us the following dues of ROCFees have not been deposited by the Company on account of deposits:
|Name of the Statue ||Nature of Dues ||Amount ||Period to which amount relates ||Forum where dispute is pending |
|Companies Act 1956 ||R.O.C fees for increase in Authorized Capital ||Amount ascertained over 2.76 crores which has been accepted by the company but not deposited as part payment is not acceptable. ||F.Y. -1996-97 & F.Y 1998-99 ||Tis Hazari Court |
Our reply to auditor remarks:
Your Board has acknowledge that the statutory fees is required to be paid to Registrarof companies (ROC) Ministry of Corporate Affairs for increase in authorized share capitalof the company in past. However the amount to be paid to ROC is yet to be ascertained dueto changes in law from time to time.
ROC has already filed prosecution before Court for non compliance of Section 97 of theCompanies Act 1956 and company has also filed reply before the court stating its intent topay fees on increase in authorized capital such matter is now sub-judice before the courtand company is awaiting the directions of court regarding ascertainment of fees to be paidto ROC Delhi.
Pursuant to provisions of Section 204 of the Companies Act 2013 and rules made thereunder the board has appointed M/s Pritika Nagi & Associates Company Secretary inPractice to conduct the Secretarial Audit of the Company for the financial year 2016-17.The Secretarial Audit Report for the financial year ended 31st March 2017 isattached herewith as part of the Annual Report as Annexure C which forms an integral partof this report.
There is no secretarial audit qualification/adverse remarks reservation for the yearunder review.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT
There are no such frauds reported by auditors which are committed against the companyby 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 Act 2013 Mr. VijayPal Shukla Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered himself for re-appointment.
Appointment / Re-appointment and Cessation of Directors & KMP
The Board of Directors after recommendation of Nomination and Remuneration Committee ofyour Company recommends the appointment of Mr. Omprakash Ramashankar Pathak as ManagingDirector of the company for a Period of 3 years w.e.f. 07th May 2017 till 06thMay 2020 at nil remuneration.
During the year under review Mr. Ankit Rathi has resigned from the position ofManaging Director of the company w.e.f. 8th November 2016 and will continue toact as Non-executive director of the company.
Further there is no change in the composition of the Board of Directors of the Companyand no directors and Key Managerial Personnel have been appointed/ re-appointed or resignfrom the company during the year under review i.e. 2016 - 2017 except as specified above.
Ms. Swati Kapoor Ex Company Secretary of the company has resigned from the companyw.e.f 13th May 2017.
All Independent Directors has given declarations to the company confirming that theymeet the criteria of independence as laid down under Section 149(6) of The Companies Act2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of Companies Act 2013 are included in this report as Annexure D andforms an integral part of this report.
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agendaand notes on agenda of each Board Meeting was given in writing to each Director.
In the Financial Year 2016-17 the Board met Eight (8) times. The meetings were held on30/05/2016 13/08/2016 29/08/2016 08/11/2016 14/11/2016 17/12/2016 14/02/2017 and01/03/2017. The interval between two meetings was well within the maximum period mentionedunder Section 173 of Companies Act 2013 and Regulation 17(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. For further details please refer reporton Corporate Governance an integral part of this Annual Report.
The present Audit Committee of the board comprises of three members with independentdirectors forming a majority namely Mr. Harish Kumar Chauhan Non-Executive IndependentDirector is the Chairman of the Committee and Mr. Ankit Rathi Promoter Non- ExecutiveDirector and Ms. Preeti Sharma Non-Executive Independent Director are members of thecommittee.
All the recommendations made by the Audit Committee were accepted by the board.
Further the Roles and Responsibility and other related matters of Audit Committeeforms an integral part of Corporate Governance Report as part of annual report.
POLICIES &DISCLOSURES VIGIL MECHANISM
The Vigil Mechanism/Whistle blower Policy of the company provides that protecteddisclosures can be made by a whistle blower through an email to the Chairman of the auditcommittee. The Whistle Blower Policy can be accessed on the Company's Website at the link:http://www.panindiacorp.com/WhistleBlowerPolicy.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 of Directors KeyManagerial Personnel and Senior Management of the Company. The details of this policy areattached as Annexure E in this report and
b) Further Policy for selection criteria of Directors and Senior Management andCriteria for determining qualifications positive attributes and director independence isalso attached as Annexure F to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and rules made there under everycompany having net worth of Rupees five hundred crores or more or turnover of rupees onethousand crores or more or a net profit of rupees five crores or more during any financialyear shall constitute a Corporate Social Responsibility Committee of the Board.
However it is not applicable in case of your Company. Hence there is no need to formCorporate Social Responsibility Committee and Corporate Social Responsibility Policy forthe company as per the requirement of the Companies Act 2013.
SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shallbe 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 that of its committeewas conducted based on the criteria and framework adopted by the Board. Board has engagedNomination and Remuneration Committee for carrying out the evaluation and their findingwere shared with the board that had discussed and analyze its performance during the year.The Board approved the evaluation results as collated by the nomination and remunerationcommittee.
The exclusive meeting of Independent Directors were held to evaluate the performance ofthe Board non-Independent Directors & the Chairman.
The performance evaluation of committee's and board as a whole was done on the basis ofquestionnaire which was circulated among the board members and committee members and onreceiving the inputs from them their performance was assessed.
Lastly performance evaluation of individual directors was done on the basis ofselfevaluation forms which were circulated among the directors and on receiving the dulyfilled forms their performance was assessed.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with thecompany their roles and responsibilities in the company business model of the companyand other related matter are put on the website of the Company at the link:http://www.panindiacorp. com/familirisation policy.pdf
To familiarize the new inductees as independent director with the strategy operationsand functions of our Company the executive directors make presentations to the inducteesabout the Company's organization structure finance human resources facilities and riskmanagement.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a director. The Formal format of the letter of appointment is available on our website(http://www.panindiacorp.com/docs.html).
Your Company has implemented all the stipulations of the Corporate Governance Practicesset out by the Securities and Exchange Board of India and as provided in SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate section on Reportof Corporate Governance as stipulated under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms an integral part of the Annual Report.
The requisite certificate from the Company Secretary in Practice regarding complianceof conditions of Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is attached as Annexure G of the Director'sReport.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming Annexure H of the Director's Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there is no employee in the company which draws the remunerationin excess of the limits set out in the said rules.
Further the details of top 10 employees in terms of Remuneration Drawn as perprovisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Disclosurespertaining to remuneration and other details of directors & KMP as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure I .
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT ANDFOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation technology absorption foreign exchangeearnings and outgo as required to be disclosed under Section 134 (3) (m) of the CompaniesAct 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 are givenhereunder:
Conservation of Energy
i.) Steps taken or impact on conservation of energy: Energy conservation efforts areongoing activities. During the year under review further efforts were made to ensureoptimum utilization of electricity.
ii) Steps taken by the company for utilizing alternate sources of energy: Nil as yourcompany 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 & innovationtaken place in the company during the Financial Year 2016-17 the details as per 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 product development orimport substitution: Nil
iii) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the 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 taken place 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 the particulars relatingto Foreign Exchange Earnings and Outgo are not applicable to your Company.
Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by them your Directors confirmed the following statement in termsof Section 134(3) (c) of the Companies Act 2013:
1) That in preparation of Annual Accounts for the year ended March 31st2017; the applicable accounting standards have been followed and there are no materialdepartures from the same;
2) 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& fair view of the state of affairs of the Company as at March 31st 2017and 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 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;
4) The directors have prepared the annual accounts on a going concern basis;
5) That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
6) That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
LISTING OF SECURITIES
The Company's Equity Shares are listed on following stock exchanges:
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 Stock Exchange Association Limited
Securities and Exchange Board of India (SEBI) vide their circular dated 14thMay2015 and 23rd January 2017 derecognized Madras Stock Exchange and Delhi StockExchange respectively.
Further the Company is Voluntary delisted from National Stock Exchange of IndiaLimited w.e.f. 30th June 2017.
Your Company has been suspected as Shell Company' by SEBI due to which equityshares of the company has been placed in Stage VI of the Graded Surveillance Measure("GSM") on the stock exchange and has been permitted for restricted trading oncea month and transfer of the scrip in restrictive trading category or settlement on tradeto trade basis.
Your management has filed a representation before SEBI and BSE for removing the name ofthe company from the "Shell Company" database and place the company under normaltrading scenarios as earlier.
Your Director states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of the equity shares with differential rights as to dividend voting orotherwise.
c) Issue of shares (including sweat equity shares) to directors or employees of theCompany.
d) Issue of Employee Stock Option Scheme to employees of the company.
e) As there is no subsidiary or holding company of your company so Managing Directorof the company does not receive any remuneration or commission from any of such companies.
f) No significant or material orders were passed by the regulators or courts ortribunals which impact the going concern status and Company's operations in future.
g) Purchase of or subscription for shares in the company by the employees of thecompany.
h) There is no subsidiary of company so no policy on material subsidiary is requiredto be adopted.
Your Directors further state that:-
a) The Company has zero tolerance for sexual harassment and during the year underreview there were no complaint received and no cases filed pursuant to the SexualHarassment 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 there is no matter todiscuss about industrial relations and the Company is maintaining cordial relations withits staff members.
Your Directors take this opportunity to place on record their appreciation for theshareholders bankers and other business associates for their forbearance understandingand support to the Company. They also wish to place on record their great appreciation ofthe commitment sense of involvement and dedication exhibited by each staff member in theoverall development growth and prosperity of the company.
|By Order of the Board of Directors || |
|For Pan India Corporation Limited || |
|Sd/- ||Sd/- |
|Vijay Pal Shukla ||Omprakash Ramashankar Pathak |
|Director ||Managing Director |
|DIN: - 01379220 ||DIN: - 01428320 |
|Add: 4/18 Shashi Building ||Add: 503 5th Floor Trimurti Appt |
|2nd Floor Asaf Ali Road ||Kores Road J. K. Gram |
|New Delhi - 110002. ||Thane - 400606. |
|Date: 26/08/2017 || |
|Place: New Delhi || |