Your Directors are pleased to present the 34th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statement forthe year ended 31st March 2018.
Pan India Corporation Limited (Your Company) is engaged in the businessto invest in buy sell transfer hypothecate deal in and dispose of any shares stocksdebentures (whether perpetual or redeemable debentures) debenture stock securitiesincluding securities of any government Local Authority bonds and certificates andproperties (whether Immovable or movable).
SUMMARISED FINANCIAL HIGHLIGHTS
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(Amount in Rs.)
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|Particulars || |
Year Ended 31st March 2018
Year Ended 31st March 2017
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|Income from Operations || |
|Other Income || |
|Total Income || |
|Total Expenditure || |
|Profit/ (Loss) before tax || |
|Less: Provision for Deferred Tax || |
|Less: Prior period Adjustment of Tax || || |
|Net Profit/(Loss) after Tax || |
STATE OF COMPANY'S AFFAIRS
During the year company has zero Turnover. Your directors expect thatthere will be further improvement in overall performance in the coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIALYEAR 2017 18
There is no material changes and commitment affecting the financialposition of company after the close of financial year 2017-2018 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
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.
Further M/s Mitika Traders Private Limited ceased to be our AssociateCompany during the year under review.
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 2017-2018.
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 31.03.2018 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 standardoperating procedures.
The internal audit is entrusted to M/s R. Mahajan & Associates afirmof
Chartered Accountants. The main thrust of internal audit is to test andreview controls 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 in notesto the financial statements.
Further your company has not entered into any material contracts orarrangements with related parties at arm's length basis. Accordingly the disclosure ofrelated party transactions as required under Section 134(3) (h) of the Companies Act 2013read 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/RelatedPartyPolicy-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 STATUTORY AUDITORS
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 Boardsubject to its confirmation by the members/shareholders in the
Annual General Meeting approved the appointment of M/s Soni Gulati& Co. Chartered Accountants as a Statutory Auditors of the Company for a period ofFive years at the 32nd Annual General Meeting held on
30th September 2016 and ratification by the members/shareholders atevery Annual General Meeting of the Company. However Companies
Amendment Act 2017 read with notification dated 07th May 2018 deletedprovision of Annual ratification of appointment of Auditors. As such no resolution forapproving the ratification of appointment of
Statutory Auditors has been proposed in the Notice.
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 Soni Gulati& Co. Chartered Accountants who was Statutory Auditors of the Company have giventheir remarks which are as follows:
Auditor remarks for financial statement ending 31.03.2018: The Companyis regular in filing and depositing undisputed statutory dues including provident fundemployees' state insurance income tax sales tax service tax duty of customs duty ofexcise value added tax cess and any other statutory dues applicable to it withappropriate authorities. However according to the information and explanations given bythe management of the company below mentioned Income Tax Liability is outstanding as at31st March 2018 for a period of more than six months from the date they became payable:
|Assessment Year || |
| || |
|1993-94 || |
|1995-96 || |
|1996-97 || |
|1998-99 || |
|2008-09 || |
|Total || |
Further the company has also not deposited the following ROC Fees onaccount of disputes
|Name of the Statue ||Nature of Dues ||Amount ||Period to which amount relates || |
Forum where dispute is pend- ing
|Compa- nies Act 1956 ||R.O.C fees for increase in Authorized Capital ||Amount ascer- tained over 2.76 crores which has been accepted by the company but not depos- ited as part payment is not accept- able. ||F.Y. 1996- 97 & F.Y 1998-99 || |
Tis Hazari Court
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 2013 andrules made there under the board has appointed M/s Pritika Nagi & Associates CompanySecretary in Practice to conduct the Secretarial
Audit of the Company for the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2018 is attached herewith as part ofthe Annual Report as Annexure A which forms an integral part of this report.
There are no secretarial audit qualification/adverse remarksreservation for the year under review except as stated below: -.
Secretarial Auditor remarks for financial year ending
SECRETARIAL AUDITOR REMARK
Appointment of Company Secretary which is mandatory for the company isnot done by the company during the year 2017-18.
Our reply to Secretarial Auditor remarks:
Your Board has acknowledged that the Whole Time Company Secretary isnot appointed in the company in the financial year 2017 -2018 it is to be informed to theboard that financial position of the company is not very strong and company is runninginto losses so appointment of Whole Time Company Secretary will be an addition burden onthe financial position of the company.
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. Ankit Rathi Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible has offered himself for re-appointment.
Appointment / Re-appointment and Cessation of Directors &KMP
During the year under review shareholders have approved there-appointment of Mr. Vijay Pal Shukla who was liable to retire by rotation at the lastAnnual General Meeting and appointment of Mr. Omprakash Ramashankar Pathak as ManagingDirector of the company for a Period of 3 years w.e.f. 07th May 2017 till 06th May 2020at nil remuneration.
Ms. Swati Kapoor Ex Company Secretary of the company has resigned fromthe company w.e.f 13th May 2017.
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. 2017 2018 except as specified above.
All Independent Directors has 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 asAnnexure B 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 2017-2018 the Board met Eight (8) times.The meetings were held on 07/05/2017 13/05/2017 29/05/2017 26/08/2017 24/10/201709/12/2017 12/02/2018 and 26/03/2018. The interval between two meetings was wellwithin the maximum period mentioned under Section 173 of Companies Act 2013 andRegulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. For further details please refer report on Corporate Governance an integral partof this Annual Report.
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 Ms. Preeti Sharma Non-Executive Independent Directorare 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.
POLICIES &DISCLOSURES VIGIL MECHANISM
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's Website atthe 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 C in this report and b) Further Policy for selection criteria ofDirectors and Senior Management and Criteria for determining qualifications positiveattributes and director independence 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 is no need toform Corporate Social Responsibility Committee and
Corporate Social Responsibility Policy for the company as per therequirement of 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 washeld to evaluate the performance of the Board non-Independent Directors & theChairman.
The performance evaluation of committee's and board as a whole was doneon the basis of questionnaire which was circulated among the board members and committeemembers 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_policy.pdf To familiarize the new inductees asindependent director with the strategy operations and functions of our Company theexecutive directors make presentations to the inductees about the Company's organizationstructure finance human resources 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 asAnnexure E of the Director's Report.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year under reviewas stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section forming Annexure F of the Director'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 asAnnexure G.
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 2017-18 the details asper rule 8(3) of the companies (Accounts) Rules 2014 are as follows: i) Efforts madetowards technology absorption: - Nil ii) Benefits derived like product improvement costreduction product development or import substitution: Nil iii) In case of importedtechnology (imported during the last 3 years reckoned from the beginning of the financialyear)- a) Details of technology imported: Nil b) Year of Import: Nil c) Whether thetechnology been fully absorbed: Nil d) Areas where absorption has not taken place and thereasons 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 our knowledge and belief and according to theinformation and explanations obtained by them your Directors confirmed the followingstatement in terms of Section 134(3) (c) of the Companies Act 2013:
1) That in preparation of Annual Accounts for the year ended March31st 2018; the applicable accounting standards have been followed and there are nomaterial departures from 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 31st 2018and 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; or material orders were passed by the regulators
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 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 dated14thMay 2015 and 23rd January 2017 derecognized Madras Stock Exchange and Delhi StockExchange respectively.
Further the Company is Voluntary delisted from National Stock
Exchange of India Limited w.e.f. 30th June 2017.
Your Company was suspected as Shell Company' by SEBI due towhich equity shares of the company were placed in Stage VI of the Graded SurveillanceMeasure ("GSM") on the stock exchange and was permitted for restricted tradingonce a month and transfer of the scrip in restrictive trading category or settlement ontrade to trade basis.
Now restriction imposed on trading of the Company by BSE has beenwithdrawn and freely available for trading.
Further BSE vide its order ref no L/SURV/OFL/KM/2018-19/SHELL/COMP/511525/2 dated 27th April 2018 initiate the Forensic Audit of booksof accounts of the company in this regard BSE appointed M/s. PVRN & Co. CharteredAccountants to carry out the Forensic Audit of the Company and the same is under process.
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 dividend voting or otherwise.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 thereis no subsidiary or holding company of your company so Managing Director of the companydoes not receive any remuneration or commission from any of such companies. f) Nosignificant or courts or tribunals which impact the going concern status and Company'soperations in 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 zerotolerance for sexual harassment and during the year under review there were no complaintreceived and no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. b) And there is no change in the natureof 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
ANNUAL REPORT 2017-2018
sense of involvement and dedication exhibited by each staff member inthe overall development growth and prosperity of the company. Annexure A to DirectorsReport
By Order of the Board of Directors For Pan India Corporation Limited
|Sd/- || |
|Vijay Pal Shukla || |
Omprakash Ramashankar Pathak
|Director || |
|DIN: 01379220 || |
|Add: 4/18 Shashi Building || |
Add: 503 5th Floor Trimurti Appt
|2nd Floor Asaf Ali Road || |
Kores Road J. K. Gram
|New Delhi 110002. || |
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|Date: ||27/08/2018 |
|Place: ||New Delhi |