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Panabyte Technologies Ltd.

BSE: 538742 Sector: Others
NSE: N.A. ISIN Code: INE516E01019
BSE 13:45 | 02 Feb 17.10 0.80
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NSE 05:30 | 01 Jan Panabyte Technologies Ltd
OPEN 17.10
PREVIOUS CLOSE 16.30
VOLUME 200
52-Week high 44.50
52-Week low 13.01
P/E 155.45
Mkt Cap.(Rs cr) 8
Buy Price 17.10
Buy Qty 3000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.10
CLOSE 16.30
VOLUME 200
52-Week high 44.50
52-Week low 13.01
P/E 155.45
Mkt Cap.(Rs cr) 8
Buy Price 17.10
Buy Qty 3000.00
Sell Price 0.00
Sell Qty 0.00

Panabyte Technologies Ltd. (PANACHEINNOVAT) - Director Report

Company director report

To

the Members of

Panache Innovations Limited

Your Directors have pleasure in presenting the 41st AnnualReport on the business and operations of the Company together with the Audited FinancialStatement of Panache Innovations Limited ("the Company") for the financial yearended March 31 2022.

In compliance with the applicable provisions of Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for time being inforce) ("the Act") and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("the SEBIRegulations") this report covers the financial results and other development duringthe financial year 1st April 2021 to 31st March 2022 and otherdevelopments up to the date of the Board meeting held on 22nd August 2022 toapprove this report in respect of the Company.

STATE OF THE COMPANY'S AFFAIRS

Financial Highlights

The summarized financial results of your Company are given below:

(Rs. in

lakhs)

Particulars Financial Year Ended as on 31/03/2022
Revenue from operations (net) 839.52
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments (excluding other income) 1.53
Depreciation and amortization expenses 5.64
Finance Cost 24.17
Profit before tax (PBT) 2.24
Profit after tax and minority interest (PAT) 1.06

Accounting treatment in preparation of Financial Statements

The Financial Statements have been prepared in accordance with IndianAccounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules2015 notified under Section 133 and other relevant provisions of the Companies Act 2013.

Performance

During the year the Company achieved total revenue of??87003709.00 as compared to ^ 100814553.00 in the previous year.

The Earnings before Interest Depreciation Tax and Appropriations(EBITDA) stood at ? 153437. In the current year as compared to ? (1509061.01) in theprevious year.

The Company earned a profit. The Net Profit after Tax ?106227.00 ascompared to ? (1020162.00) in the previous year.

DIVIDEND

Considering the profits earned in the current financial year andkeeping in view the future fund future growth synergistic acquisitions meetingunforeseen contingental requirements of the Company your Directors have not recommendedany dividend for the financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

Your Company did not have any funds lying unpaid or unclaimed for aperiod of seven years. Therefore there are no funds or shares which are required to betransferred to Investor Education and Protection Fund (IEPF).

As on 31st March 2022 total unclaimed dividend stood Rs.81463.00.

TRANSFER TO RESERVE

The Company has not proposed to transfer any amount to the GeneralReserve.

DEPOSITS

There were no public deposits accepted during the year or any amount ofprincipal or interest thereof was outstanding in terms of section 73 and 74 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 for theFinancial Year ended on 31st March 2022.

CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during theFinancial Year 202122.

SHARE CAPITAL

During the year the Company has not issued shares with differentialvoting rights. It has neither issued employee stock options nor sweat equity shares anddoes not have any scheme to fund its employees to purchase the shares of the Company.

NAME OF THE COMPANY WHICH HAS BECOME CEASED DURING THE YEAR

As the process for closure of Wholly Owned Subsidiary Eddy and AndyInternational Limited (Hong Kong) and Panache Innovations DMCC (Dubai UAE) was initiatedon 25th August 2020 & 12th November 2018 due to no operationsas it was financially and operationally unviable to continue so the subsidiary hasdisposed off its assets & liabilities and applied for deregistration and were closedw.e.f. 2nd July 2021 and 29th December 2020.Therefore as of 31stMarch 2022 Company has no subsidiaries and thus statement pursuant to Section 129 (3) ofthe Companies Act 2013 related to Subsidiaries is not applicable.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate system of internal controls commensurate withthe size of its operation and business to ensure that all assets are safeguarded andprotected against loss from unauthorized use or disposition and to ensure that all thebusiness transactions are authorized recorded and reported correctly and adequately.

During the year M/s. Sanket Sangoi & Associates CharteredAccountants were re-appointed as the Internal Auditors by the Board of Directors. TheAudit Committee reviews reports submitted by Internal Auditor. Suggestions for improvementare considered and the Audit Committee reviews on the corrective actions taken by theManagement. The Internal Auditor directly reports to Audit Committee.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 your Directors confirm that:

A. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

B. 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 and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the company for that period;

C. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

D. the directors had prepared the annual accounts on a going concernbasis;

E. the directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively;

F. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws are in place and such systems are adequate andoperating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing itsaffairs with diligence transparency responsibility and accountability and is committedto adopting and adhering to best Corporate Governance practices. The Board considersitself as a trustee of its shareholders and acknowledges its responsibilities towards themfor creation and safeguarding their wealth. As a part of its growth strategy it iscommitted to high levels of ethics and integrity in all its business dealings that avoidconflicts of interest. In order to conduct business with these principles the Company hascreated a corporate structure based on business needs and maintains a high degree oftransparency through regular disclosures with a focus on adequate control systems.

However as per provisions of Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 providing a separate report onCorporate Governance under Regulation 34 read with Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 is not applicable to the Company.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing withdifferent kinds of risks which it faces in day to day operations of the Company. RiskManagement Policy of the Company outlines different kinds of risks and risk mitigatingmeasures to be adopted by the Board. The Company has adequate internal control systems andprocedures to combat the risk. The Risk management procedure will be reviewed by the AuditCommittee and Board of Directors on time to time basis.

For more details on the topic please refer to the ManagementDiscussion and Analysis report which forms part of the Annual Report and is attachedherewith marked as Annexure III of this Director's Report. Policy on Risk Managementis available on the website of the Company www.panachemodera.com

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

As a part of its philosophy of adhering to highest ethical standardstransparency and accountability your Company has historically adopted the practice ofundertaking related party transactions only in the ordinary and normal course of businessand at arm's length.

During the year all transactions entered into with the related partiesas defined under the Companies Act 2013 were in the ordinary course of business and onarm's length pricing basis and do not attract the provisions of Section 188 of theCompanies Act 2013. There were no materially significant transactions with the relatedparties during the financial year other than those mentioned in Form AOC-2 at Annexure IIof this Director's Report. Also suitable disclosure as required by the IndianAccounting Standards (Ind AS 24) has been made in the notes to Financial Statements whichforms a part of the Annual Report.

All transactions entered into with the related parties as defined underthe Companies Act 2013 are placed before the Audit Committee and also before the Boardfor approval and noting. Prior approval and omnibus approval wherever required isobtained from the Audit Committee for the transactions which are of a foreseeable andrepetitive nature.

Policy on Related Party Transactions

As per Regulation 15 of SEBI (LODR) Regulations 2015 Company isexempted from complying with Regulation 23 of SEBI (LODR) Regulations 2015 and hencepreparing a Policy on Related Party Transactions is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as required under SEBI(LODR) Regulations 2015 forms part of the Annual Report and is attached herewith markedas Annexure III of this Director's Report.

NAME CHANGE OF THE COMPANY

The Board recommends a change in the name of the Company from"Panache Innovations Limited" to ‘‘Panabyte Technologies Limited'In pursuant to Section 13 14 of Companies Act 2013 read with SEBI Listing Regulation2015 the approval of members is now sought to the change in the name of the Company from‘Panache Innovations Limited'. The requisite resolution for shareholder'sapproval is appended in notice for the ensuing annual general meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the provisions of Section 135 of the Companies Act2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted an ‘Internal Code of Conduct forRegulating Monitoring and Reporting of Trades by Designated Persons' ("theCode") in accordance with the SEBI (Prohibition of Insider Trading) Regulations 2015("PIT Regulations"). The Code is applicable to promoters member of promotergroup all Directors and such designated employees who are expected to have access tounpublished price sensitive information relating to the Company. The Company Secretary isthe Compliance Officer for monitoring adherence to the said PIT Regulations. Your Companyhas approved and adopted new "Code of Conduct for Prohibition of InsiderTrading" The new policy has been adopted with effective from 13 th August2021 for regulating the dissemination of Unpublished Price Sensitive Information andtrading in securities by Insiders.

The said code is also available on the website of the Companywww.panachemodera.com

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors

During the year following change took place in the Board of Directors& Key Managerial Personnel of the Company:

Mr. Hetal Mavji Vichhivora (holding DIN: 03123060) was liable to retireby rotation and being eligible was re-appointed at the 40th Annual GeneralMeeting held on 27th September 2021.

Mrs. Meeta Mehta (holding DIN:07515717) resigned from the position ofan Independent Director w.e.f. 21st October 2021 due to her commitments andpersonal preoccupations and there is no other material reason other than the said for herresignation from the Board of the Company. The Board places on record its sincereappreciation for the services rendered by Mrs. Meeta Mehta during her association with theCompany.

The Board appointed Ms Tejaswini More (holding DIN: 00324922) as anIndependent Director w.e.f. 18th January2022.

The Company has received the necessary declaration from eachIndependent Director under Section 149(7) of the Act that he/she meets the criteria ofindependence laid down in Section 149(6) of the Act and under the Listing Regulations.Based on the annual confirmations received from the Independent Directors the Board is ofthe opinion that the Independent Directors fulfil the criteria of Independence asspecified under Section 149(6) of the Act read with Regulation 16(1)(b) of the ListingRegulations and are Independent of the management.

The Board is also of the opinion that the Independent Directors of theCompany possess requisite qualifications experience and expertise in the fields ofgeneral corporate management marketing finance taxation accounts and strategy and theyhold highest standards of integrity.

During the year 2021-22 (up to the date of signing of report)following changes were made in the Key Managerial Personnel of the Company:

Mr. Vishal Adhav resigned from the post of Company Secretary andCompliance Officer of the Company with effect from 19th March 2022. The Boardappreciated all the assistance and guidance provided by Mr. Vishal Adhav during his tenureas Company Secretary and Compliance Officer of the Company.

Ms. Saloni Hurkat (Membership No.: A67713) is appointed as CompanySecretary and Compliance Officer of the Company with effect from 30th May2022.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Amit Devchand Rambhia (holding DIN: 00165919)is liable to retire by rotation at the ensuing AGM and being eligible offers himself forreappointment. The Board recommends his reappointment as Director liable to retire byrotation at the ensuing AGM. All details pertaining to his appointment are detailed in theNotice of 41st AGM.

Declaration by Independent Directors

In accordance with the Section 149(7) of the Act each IndependentDirector has given a written declaration to the Company at the time of their appointmentand at the first meeting of the Board of Directors in every financial year confirming thathe/she meets the criteria of independence as mentioned under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI

(LODR) Regulations 2015. Also in the opinion of the Board theIndependent directors meet the said criteria.

Key Managerial Personnel

> Mr. Prakash Vichhivora is Managing Director

> Mr. Hetal Vichhivora is Whole-Time Director & Chief FinancialOfficer

> Ms. Saloni Hurkat is Company Secretary & Compliance OfficerAppointed w.e.f 30th May 2022 as Mr. Vishal Adhav Company Secretary &Compliance Officer Resigned w.e.f 19th March 2022.

Number of Board Meetings and attendance thereat by Board

Your Board of Directors ("Board") meets at regular intervalsto discuss and decide on various business policies strategies financial matters andother businesses. Date of the Board Meetings are decided and communicated to the Directorswell in advance. However in case of an exigency or urgent business matters resolutionsare passed by circulation or on a shorter notice for such matters as permitted by law.

The maximum interval between any two meetings did not exceed 120 daysas prescribed in the Companies Act 2013.

During the Financial Year 2021-22 Total 5 (Five) meetings of the Boardof Directors of the Company were held on 8th June 2021 28th June2021 13th August 2021 11th November 2021 and 31st January 2022.The details of attendance of each Director at the Board Meetings & 40th AGM are givenbelow;

Sr. Name of Director No. No. of meetings eligible No. of Board Meetings attended Attendance at 40th AGM 27th September2021
1 Amit Devchand Rambhia 5 5 Yes
2 Prakash Vichhivora 5 5 Yes
3 Hetal Vichhivora 5 5 Yes
4 Meeta Mehta 3 1 Yes
5 Anil Jaychand Dagade 5 5 Yes
6 Shailesh Premji Gala 5 5 Yes
7 Tejaswini More (Appointed w.e.f 18/01/2022) 1 1 NA

During the year there was one General Meeting held on 27thSeptember 2021 i.e. Annual General Meeting and attendance of Directors thereat ismentioned above.

Compliance with Secretarial Standards on Board and Annual GeneralMeetings

The Company has complied with Secretarial Standards 1 & 2 issued bythe Institute of Company Secretaries of India on Board Meetings and Annual GeneralMeetings.

Committees of the Board

The Board of Directors has constituted various statutory committeescomprising of Executive Non-Executive and Independent Directors to discharge variousfunctions duties and responsibilities cast under the Companies Act 2013 SEBI (LODR)Regulations 2015 and other applicable statutes rules and regulations applicable to theCompany from time to time. The Committees also focus on critical functions of the Companyin order to ensure smooth and efficient business operations. The Board of Directors isresponsible for constituting assigning co-opting and fixing the terms of reference ofthese committees in line with the extant regulatory requirements. The Committees meets atregular intervals for deciding various matters and providing directions and authorizationsto the management for its implementation.

Currently the Board of Directors has formulated the followingcommittees viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders' Relationship Committee

Audit Committee

During the year the Audit Committee comprised of the followingMembers;

Sr. Name of the Committee No. Member

Position in the Committee

1 Mrs. Meeta K. Mehta Chairperson (for meeting held on 8 th June 2021) (Resignation w.e.f. 11th November 2021)
2 Mr. Shailesh Premji Gala Member (Chairperson for the meeting held on 28th June 2021 and thereafter)
3 Mr. Amit Rambhia Member
4 Mr. Anil Dagade Member
5 Ms. Tejaswini More Member (Appointed in Committee w.e.f. 18th January 2022)

During the year total 5 (Five) meetings of the Audit Committee of theCompany were held on 8th June 2021 28th June 2021 13thAugust 2021 11th November 2021 and 31st January 2022.The detailsof attendance of each Member at the Audit Committee are given below;

Sr. Name of Member No. No. of Committee Meetings eligible No. of Committee Meetings attended
1 Mrs. Meeta Mehta 3 1
2 Mr. Shailesh Gala 5 5
3 Mr. Amit Rambhia 5 5
4 Mr. Anil Dagade 5 5
5 Ms. Tejaswini more 1 1

Nomination and Remuneration Committee

During the year composition of Nomination and Remuneration Committeecomprised of the following Members:

Sr. Name of Member No.

Position in the Committee

1 Mr. Anil Dagade Chairman
2 Mrs. Meeta K. Mehta Member
3 Mr. Shailesh Premji Gala Member
4 Mr. Amit Rambhia Member
5 Ms. Tejaswini More Member(Appointed in Committee w.e.f. 18th January 2022)

During the year there were 2 (Two) Meetings held on 13thAugust 2021 and 31st January 2022. The details of attendance of each Memberat the Nomination and Remuneration Committee Meetings are given below;

Sr. Name of Member No. No. of Committee Meetings eligible No. of Committee Meetings attended
1 Mr. Anil Dagade 2 2
2 Mrs. Meeta K. Mehta 1 0
3 Mr. Shailesh Premji Gala 2 2
4 Mr. Amit Rambhia 2 2
5 Ms. Tejaswini More 1 1

Stakeholders Relationship Committee

During the year the Stakeholders' Relationship Committeecomprised of the following Members;

Sr. Name of the Committee Member No.

Position in the Committee

1 Mr. Shailesh Premji Gala Chairman
2 Mrs. Meeta K. Mehta Member
3 Mr. Amit Rambhia Member
4 Mr. Anil Dagade Member
5 Ms. Tejaswini More Member (Appointed in Committee w.e.f. 18th January 2022)

During the year there was 1 (One) Meeting held on 31stJanuary 2022. The details of attendance of each Member at the Stakeholders'Relationship Committee Meeting are given below:

Sr. Name of the Members No. No. of the Committee meetings eligible No. of the Committee meetings attended
1 Mr. Shailesh Premji Gala 1 1
2 Mrs. Meeta K. Mehta 0 0
3 Mr. Amit Rambhia 1 1
4 Mr. Anil Dagade 1 1
5 Ms. Tejaswini More 1 1

The details of complaints received and resolved during the FinancialYear 2021-22 are given in the table below:

Particulars No. of Complaints Attended
Opening as on 1st April 2021 -
Received during the year -
Resolved during the year -
Closing as on 31st March 2022 -

Annual Evaluation process

Pursuant to Companies Act 2013 and SEBI (LODR) Regulations 2015 theCompany has "Directors Performance Evaluation Policy" in place. In accordancewith the said Policy all the Directors had filled up Questionnaire and feedback form forevaluation of individual Directors Board as a whole Chairman committees andIndependent Directors which format forms a part of the policy. Thereafter Board evaluatedevery Director including Independent Director on 31st January 2022.

Further the Board has also evaluated its own performance AuditCommittee Nomination & Remuneration Committee and Stakeholders RelationshipCommittee Chairman and all Directors individually. The Board concluded that the overallperformance of all the Directors were very good.

Independent Director's Separate Meeting

A separate meeting of Independent Directors of the Company was held on31st January 2022 as required under Schedule IV to the Act (Code forIndependent Directors) and Regulation 25(3) of the Listing Regulations.

At the meeting following matters were taken up;

• reviewed the performance of Non-Independent Directors and theBoard as a whole.

• reviewed the performance of the Chairperson of the Company.

• assess the quality quantity and timeliness of flow ofinformation.

All Independent Directors of the Company attended the Meeting ofIndependent Directors. HUMAN RESOURCE

The Company understands that people are its most valuable assets. TheCompany has developed a continuous learning human resource base to unleash potential andfulfil the aspirations of the employees. The strategic thrust of Human Resource has beenon improvement of the performance of employees through training & development and alsoto identify outperformers who have the potential for taking higher responsibilities.

During the unprecedented crisis of the COVID-19 pandemic and postcovide impact the Company keeping in mind the safety and well-being of employeesintroduced a remote working policy and also instituted measures to help the emotionalwell-being of people. Through various online initiatives the Company also focused oncapability development of its employees during the pandemic and thereafter.

During the year the personal relations with the employees remainedcordial in all respects. The total number of employees on the rolls of the Company were 52as on 31st March 2022. Material disclosures in the Human Resource front havebeen detailed under the head "Human Resource" in the Management Discussion &Analysis which forms a part of the Annual Report and is attached herewith marked asAnnexure III of this Director's Report.

AUDITORS AND AUDITORS' REPORT

Statutory Audit

M/s. Jain Salia & Associates Statutory Auditor of the Company haveconducted the audit for the F.Y. 2021-22. There are no qualifications reservations oradverse remarks made by M/s. Jain Salia & Associates in their report on FinancialStatements and hence do not call for any further explanation or comments from the Boardunder Section 134(3) of the Companies Act 2013.

With reference to point (iv)(1) of Annexure - A to the auditor'sreport

"In respect of grant of loans making investments and providingguarantees and securities during the year as referred in Section 186 of the Companies Act2013 the company has failed to comply with this provision of the Act as: Any priorapproval from Banks / Public Financial Institution viz. Canara Bank is not on therecord"

However the provision of section 186(5) clearly states 'No investmentshall be made or loan or guarantee or security given by the company unless the resolutionsanctioning it is passed at a meeting of the Board with the consent of all the Directorspresent at the meeting and the prior approval of the public financial institutionconcerned where any term loan is subsisting is obtained:'

The provisions of section 186 are not applicable since the companyadvanced the loan before obtaining loan from financial institution viz Canara Bank. Termloan obtained from a financial institution has been used only for the purpose for which ithas been sanctioned i.e Working capital requirements. These funds are never utilized foradvancing loans or investments purposes.

The Statutory Auditor's Report has not provided Statement onImpact of Audit Qualifications on Financial Statements for the year ended 31stMarch 2022 as per Regulation 34(2)(a) of SEBI (LODR)Regulations 2015.

The Notes on financial statements referred to in the Auditor'sReport are self-explanatory and do not call for any further comments. Further no fraud hasbeen reported by the Auditor under section 143(12) of the Companies Act 2013 requiringdisclosure in the Board's Report.

The Board at their meeting held on 22nd August 2022 onrecommendation of the audit Committee has decided to appoint M/s KPB and AssociatesChartered Accountants as the Statutory Auditors of the Company subject to the consent ofthe shareholders for the period of 5years from the conclusion of the 41st AGMtill the conclusion of the 46th AGM due to retirement of M/s. Jain Salia &Associates Statutory Auditor of the Company on completion of their tenure from theconclusion of this 41st AGM held for the Financial Year 2021-22.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. D. M. Zaveri & Co Company Secretaries asSecretarial Auditor to undertake the Secretarial Audit of the Company for the F.Y.2021-22. The Secretarial Audit Report confirm that the company has complied with theapplicable laws. The Secretarial Audit Report forms part of this Annual Report and isattached herewith and marked as Annexure III of this Director's Report. There were noqualifications reservations or adverse remarks made by the Secretarial Auditor in theirreport and hence do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Act and the Companies(Accounts) Rules 2014 the Board of Directors of the Company have appointed M/s. SanketSangoi & Associates to conduct internal audit reviews for the Company for thefinancial year 2021-22. The Audit Committee reviews reports submitted by Internal Auditor.Suggestions for improvement are considered and the Audit Committee reviews on thecorrective actions taken by the Management. The Internal Auditor report directly reportsto Audit Committee.

Cost Audit

During the year Company was exempted from applicability of maintenanceof cost records and Cost Audit pursuant to the provisions of Section 148 of the CompaniesAct 2013 read with second proviso of Rule 3 of the Companies (Cost Records and Audit)Rules 2014.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION WHICH HAVEOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT

As COVID-19 impact has led down the country towards major slowdownthere was tentative recovery in 2021.Company rebounded strongly in the second half of theyear.

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year 2021-22 to which thesefinancial statements relate and the date of this report. Post Covid there has beenstability in distribution business of company. There is improvement in business comparingto COVID -19 phase. As due to Pandemic distributor and dealers business continuity foundto be uncertain. As Indian Economy will revive these business segment will restart theiroperations in full fledge. Company strongly believe that in due course of time businesswill revive and resulted upward direction growth in next financial year.

Company have strongly put forward its operations in service Industry.Management Strongly believe that new vertical of operations in service industry addingtowards company's growth in larger prospect in coming years.

DISCLOSURES

Vigil Mechanism

In line with the best Corporate Governance practices the Company hasput in place a system through which the Directors employees and business associates mayreport concerns about unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct without fear of reprisal.

The Company has put in place a process by which employees and businessassociates have direct access to the Vigilance Officer and Chairperson of Audit Committee.

The Whistle Blower Policy has been posted on the Company's websiteat www.panachemodera.com

Disclosure under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace andhas adopted a Policy on Prevention Prohibition and Redressal of Sexual Harassment at theWorkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. The Policyaims to provide protection to employees at the workplace and prevent and redresscomplaints of sexual harassment and for matters connected or incidental thereto with theobjective of providing a safe working environment where employees feel secure.

The Company has complied with the constitution of Internal ComplaintsCommittee as provided under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Further the Company has not received any complaintof sexual harassment during the financial year 2021-22.

In financial year 2022-23 the Internal Committee of Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 has beenreconstituted as per the requirement of the Act to reconstitute ICC on the completion of 3years from date of Constitution of previous ICC .

The Policy for Sexual Harassment of Women at Workplace has been postedon the Company's website at www.panachemodera.com.

Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

Particulars of Loans given Investments made Guarantees given andSecurities Provided

The Company has made compliance with the provisions of Section 186 ofthe Companies Act 2013 during the year. Details of the Loans Investments and guaranteescovered under the provisions of Section 186 of the Companies Act 2013 forms a part ofnotes to the Financial Statement which forms a part of this Annual report.

Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

The information on Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is annexed as Annexure V ofthis Director's Report.

Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act2013 the Company has placed a copy of the Annual Return (FORM MGT-7) which can be accessthrough weblink https://www.panachemodera.com/corporate-governance By virtue of amendmentto Section 92(3) of the Companies Act 2013 the Company is not required to provideextract of Annual Return (Form MGT-9) as part of the Board's report.

Particulars of Employees and related disclosures

The statement containing information as required under the provisionsof Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in Annexure VII ofDirector's Report.

In terms of the first proviso to Section 136 of the Act the Reportsand Accounts are being sent to the shareholders excluding the information required underRule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Any shareholder interested in inspection or obtaining a copy of the saidinformation may write to the Company Secretary and the same will be furnished on request.

POLICIES AND DISCLOSURE REQUIREMENTS

Pursuant to provisions of the Companies Act 2013 and provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted various applicable policies. The policies are available on Company's website- www.panachemodera.com.

The Nomination and Remuneration Policy of the Company has beenformulated in terms of Section 178 of the Companies Act 2013 ("the Act"). ThisPolicy governs policy relating to Director's Key Managerial Personnel's andother employee's appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director. The complete disclosureof the said policy is available on the Company's website - www. panachemodera. com.

DEPOSITORY SERVICES

The Company's Equity Shares have been admitted to the depositorymechanism of the National Securities Depository Limited (NSDL) and also the CentralDepository Services (India) Limited (CDSL). As a result the investors have an option tohold the shares of the Company in a dematerialized form in either of the two Depositories.The Company has been allotted ISIN No. INE516E01019.

Shareholders therefore are requested to take full benefit of the sameand lodge their holdings with Depository Participants [DPs] with whom they have theirDemat Accounts for getting their holdings in electronic form.

INDUSTRIAL RELATIONS

Overall the Industrial Relations in all our Units of the business havebeen harmonious and cordial and were maintained at the desired satisfactory levelsthroughout the year.

CAUTIONARY STATEMENT

Statements in this Report Management Discussion and Analysis andChairman's Letter may be forward looking within the meaning of the applicablesecurities laws and regulations. Actual results may differ materially from those expressedin the statement.

OTHER DISCLOSURES

No disclosures are required in respect of sub rule xi & xii of Rule8(5) of The Companies (Accounts) Rules 2014 read with Section 134(3)(q) as the same isnot applicable to the Company during the financial year.

Wherever applicable refer the Company's websitewww.panachemodera.com or relevant details will be provided to the members on writtenrequest to the Company Secretary.

APPRECIATION

Your Directors take this opportunity to thank the Government of IndiaGovernments of various countries concerned State Governments other GovernmentAuthorities Departments and Agencies the Stakeholders Business Associates BanksFinancial Institutions Customers Vendors and Service Providers for the valuable supportand co-operation extended by them during the year.

Your Directors would also like to place on record their sincere thanksand appreciation for the contribution consistent hard work dedication and commitment ofour employees at all levels.

By order of the Board of Directors of Panache Innovations Limited

Date: 22/08/2022

Amit Devchand Rambhia

Place: Mumbai

Chairman

DIN:00165919

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