Pan India Corporation Ltd.
|BSE: 511525||Sector: Financials|
|NSE: SRGINFOTEC||ISIN Code: INE376A01032|
|BSE 00:00 | 06 Aug||0.20||
|NSE 05:30 | 01 Jan||Pan India Corporation Ltd|
Pan India Corporation Ltd. (SRGINFOTEC) - Director Report
Company director report
DIRECTORS REPORT FOR THE FINANCIAL YEAR ENDED 2018-19
Your Directors are pleased to present the 35th Annual Report on the business andoperations of the Company together with the Audited Financial Statement for the year ended31st March 2019.
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).
STATE OF COMPANYS AFFAIRS
During the year company has a loss of Rupees 44328490/-. Your directors expect thatwith the continuous efforts there will be improvement in overall performance in the comingyears.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 201819
There are no material changes and commitment affecting the financial position ofcompany after the closure of financial year 20182019 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.
Further M/s. Ujjwal Infrastructure Private Limited became our Associate Company duringthe year under review.
Pursuant to provisions of Section 129(3) of the Act a statement containing salientfeatures of financial statements of the associate company in form AOC-1 is attached asAnnexure.
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 2018-2019.
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 31.03.2019 and forms a part of 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.
Further your company has not entered into any material contracts or arrangements withrelated parties at arm's length basis. Accordingly the disclosure of related partytransactions as required under Section 134(3) (h) of the Companies Act 2013 read withrules made there under in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company (
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 STATUTORY AUDITORS
M/s. R. C. Chadda & Co. LLP LLPIN: AAB-4836 Chartered Accountants was appointedas Statutory Auditors of the Company by the members in their Extra- Ordinary GeneralMeeting held on 04.02.2019 to fill the casual vacancy in the office of Auditors until theconclusion of the ensuing 35th Annual General Meeting. The said appointment of StatutoryAuditors in casual vacancy arouse due to resignation of M/s. Soni Gulati & Co.Chartered Accountants (Firm Registration No. 08770).
The appointment of Statutory Auditors for fresh term of 5 years was recommended by theAudit Committee and the Board of Directors respectively in their meeting held on August26 2019 subject to the approval of the Members in the ensuing 35th Annual General Meetingto be held on 30.09.2019 until the conclusion of 40th Annual General Meeting. Theappointment is made on such remuneration including out of pocket expenses and otherexpenses as may be mutually agreed by and between the Board of Directors and the Auditorsand recommended the same to the shareholders of the Company for their approval.
The Company has received an eligibility certificate from the auditors to the effectthat their re-appointment if made would be in accordance with the provisions of Section141 of the Companies Act 2013 and They have also confirmed that they have hold a validcertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia (ICAI) as required under the provisions of Regulation 33 of the Listing Regulation.
The auditor report and notes on accounts referred to in the Auditors Report isself-explanatory 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 R. C. Chadda & Co.LLP Chartered Accountants who were Statutory Auditors of the Company have given theirremarks which are as follows:
Auditor remarks for financial statement ending 31.03.2019:
The Company is regular in depositing undisputed statutory dues including providentfund employees' state insurance income tax sales tax service tax duty of customsduty of excise value added tax cess and any other statutory dues applicable to it withappropriate authorities.
However according to the information and explanations given by the management of thecompany below mentioned Income Tax Liability is outstanding as at 31st March 2019 for aperiod of more than six months from the date they became payable:
Further the company has also not deposited the following ROC Fees on account ofdisputes
Our reply to auditor remarks:
1. In respect of outstanding Income tax Demands: -
These demands have been uploaded by the Income tax Department on Income Tax portal. Weare looking into the demands for these years and for against these demands eitherrectification 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 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 noncompliance 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 2018-19.The Secretarial Audit Report for the financial year ended 31st March 2019 is attachedherewith as part of the Annual Report as Annexure A which forms an integral part ofthis report.
There are no secretarial audit qualifications/adverse remarks reservation for the yearunder review except as under:
Pursuant to the provisions of SEBI Circular No. SEBI/HO/ CFD/CMD/CIR/P/2018/77 dated3rd May 2018 a fine of Rupees 1000/day was imposed on the Companies for the noncomplianceof Regulation 6 of per SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 regarding appointment of Company Secretary as the Compliance Officer ofthe Company. The said circular came into force with effect from compliance periods endingon or after September 30 2018. Therefore a fine of Rs. 120360 was imposed on theCompany by the BSE Ltd. Stock Exchange with the effective date from 01.10.2018 to10.01.2019 for the non-compliance of said Regulation.
Further during the year under review there was no company secretary appointed up to10.01.2019. However Ms. Rajni Nagi was appointed as the Company Secretary &Compliance Officer of the Company w.e.f. 11.01.2019.
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.Omprakash Ramashankar Pathak 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 the re-appointment of Mr.Ankit Rathi who was liable to retire by rotation at the last Annual General Meeting.
Further Ms. Rajni Nagi was appointed as the Company Secretary & Compliance Officerof the Company w.e.f. 11th January 2019.
Also Further that Mr. Harish Kumar Chauhan (DIN: 06857506) and Mrs. Preeti Sharma(DIN: 06942133) who were appointed as the Additional Directors (Category: IndependentDirector) on the Board of the Company w.e.f. 01st April 2019 to hold the office up to theconclusion of this Annual General Meeting being eligible for appointment has beensubject to the approval of shareholders in the ensuing Annual General Meeting appointedas the Directors (Category: Independent Director) of the Company for a term of 5 yearsw.e.f. 30th September 2019 not being eligible to retire by rotation.
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. 2018-19 except as specified above.
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 B andforms an integral part of this report and same will also be available on Company's Websitewww.panindiacorp.com
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on businessstrategies/policies and review the financial performance of the Company. The notice alongwith Agenda and notes on agenda of each Board Meeting was given in writing to eachDirector.
In the Financial Year 2018-2019 the Board met Nine (9) times. The meetings wereheld on 28/05/2018 12/07/2018 13/08/2018 27/08/2018 09/10/2018 13/11/201824/12/2018 11/01/2019 and 12/02/2019. 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 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 the committee.
Mr. Harish Kumar Chauhan and Mrs. Preeti Sharma NonExecutive Independent Directorsceased to be the Directors of the company w.e.f. 31st March 2019. Thereafter Board ofDirectors appointed them as the Additional Directors under the category of IndependentDirector w.e.f. 1st April 2019. Therefore Mr. Harish Kumar Chauhan and Mrs. Preeti Sharmawere appointed as the members of the Audit Committee under same designation w.e.f. 01stApril 2019.
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 C 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 D 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 2013
states 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 was 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 ofself-evaluation 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://
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 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 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 DisclosureRequire-
ments) 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 E 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 F 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 G.
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 2018-19 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 Earningsand 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 31st 2019; theapplicable accounting standards have been followed and there are no material departuresfrom 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 2019 and of theprofit 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 the Company and that such internal financial controls are adequateand were operating effectively;
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 14thMay 2015and 23rd January 2017 derecognized Madras Stock Exchange and Delhi Stock Exchangerespectively.
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 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 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.