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Panache Digilife Ltd.

BSE: 538424 Sector: Consumer
NSE: PANACHE ISIN Code: INE895W01019
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Panache Digilife Ltd. (PANACHE) - Director Report

Company director report

To the Members of Panache Digilife Limited

Your Directors are delighted to present the 13th AnnualReport on the business and operations of the Company together with the Audited Standalone& Consolidated Financial Statement of Panache Digilife Limited ("theCompany") for the financial year ended 31st March 2020.

In compliance with the applicable provisions of Companies Act 2013(including any statutory modification(s) or reenactments) 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 2019 to 31st March 2020 and otherdevelopments upto the date of the Board meeting held on 26th August 2020 toapprove this report in respect of the Company and its Consolidated entities comprisingthe Company its Subsidiaries and Associate companies.

STATE OF THE COMPANY'S AFFAIRS

Your Company is an Information Communication & Technology &loT device designing manufacturing distribution and services company. Company iscurrently focused in solution space of loT enabled Smart Computing Devices &Virtualization Smart & Digital Classrooms Smart & Connected Cars Retail loT andSmart Water.

Financial Performance

The summarized standalone and consolidated financial results of yourCompany are given below:

(Rs. in lakhs)

Particulars Financial Year Ended
Standalone Consolidated
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Revenue from operations (net) 7128.40 9313.85 7128.40 9313.85
Other income 70.02 90.79 49.59 90.79
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments 603.00 722.91 156.76 681.87
Depreciation and amortization expenses 114.38 19.60 122.71 19.60
Finance Cost 251.92 206.23 289.94 206.23
Profit before tax (PBT) 306.72 587.87 (204.19) 546.83
Profit aftertax and minority interest (PAT) 204.37 411.28 (293.47) 371.55

‘Previous year figures have been regrouped / rearranged wherevernecessary.

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 Act.

Standalone Performance

During the year under review your Company achieved total revenue of `7128.40 Lakhs as compared to ` 9313.85 Lakhs in the previous year.

The Earnings before Interest Depreciation Tax and Appropriations(EBITDA) stood at `603.00 Lakhs in the current year as compared to ` 722.91 Lakhs duringthe previous year.

During the year under review the Net Profit after Tax stood at `204.37 Lakhs as compared to ` 411.28 Lakhs in the previous year.

Consolidated Performance

Your Company achieved total revenue of ` 7128.40 Lakhs as compared to `9313.85 Lakhs in the previous year.

The Earnings before Interest Depreciation Tax and Appropriations(EBITDA) stood at ` 156.76 Lakhs in the current year as compared to ` 681.87 Lakhs duringthe previous year.

The Net Profit after Tax stood at ` (293.47) Lakhs as compared to `371.55 Lakhs in the previous year.

DIVIDEND

Keeping in view Company's performance future fund requirementsand strategy of the Company for rewarding Members your Directors are pleased to recommenda dividend of ` 0.25 per equity share of Face Value ` 10/- on 4140800 equity shares(excluding the Equity Share upon which the members have waived/forgone his/their right toreceive the dividend by him/them for financial year 2019-20) for the financial year2019-20 and shall be paid to those holders of Equity Shares whose names appear in theRegister of Members of the Company as on the close of Business hours of Tuesday 22ndSeptember 2020. The Final Dividend amount if declared at the 13th AGM shallbe ` 1035200/- (including TDS which is explained in detail in the notes to AGM notice).

Members belonging to the promoter & promoter group of your Companyhave waived their right to receive dividend for the Financial Year 2019-20 and hence theDividend if any approved by the Members at the ensuing Annual General Meeting shall beonly upon 4140800 Equity Shares.

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).

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the currentyear's profits to the General Reserve. (Previous year Nil).

MIGRATION TO MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED(NSE)

The Equity shares of the Company were listed on the NSE EMERGE SMEPlatform of National Stock Exchange of India Limited (NSE) since 25th April2017. Considering the eligibility of the Company migration from NSE EMERGE SME Platformto Main Board of NSE Platform was approved by the Board of Directors on 5thJune 2019 followed by Members approval on 11th July 2019 (through PostalBallot) and pursuant to approval of NSE the Company got successfully migrated to NSE Mainboard from SME Emerge effective from 6th January 2020. The migration bears atestimony to our performance and stakeholders confidence.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year the Company has altered the incidental or ancillaryobjects clause of the Memorandum of Association as Company is rapidly growing towards newrevenue streams either through itself or in association with other entities whichcurrently were not specifically covered and also certain objects which were no morerequired as

per the new format of the Companies Act 2013 were deleted. Approval ofMembers was obtained through Postal Ballot on 11th July 2019.

SHARE CAPITAL

During the year under review the Company has capitalized a sum of ` 6Crores standing to the credit of Securities Premium Account by applying this sum of ` 6Crores in issuing bonus shares in the ratio of 1:1 (i.e. 1 (one) Bonus equity share of `10/- each for every 1 (one) fully paid up equity share held by shareholders). The saidbonus issue was approved by Board on 5th June2019 followed by members approvalon 11th July 2019 and allotment was made on 23rd July 2019. TheBonus shares were credited to the eligible shareholders as on the record date i.e. 19thJuly 2019.

To accommodate the bonus issue Company has increased its AuthorisedShare Capital from ` 7.00 Crore to ` 13 Crore by creating 60.00 lakh additional equityshares of ` 10/- each and consequently amended the Capital Clause (Clause V) of Memorandumof Association.

Thus the Equity Share Capital as on 31st March 2020 is asunder:

Kind No. of Shares Face Value Paid up value
Equity 12000000 ` 10/- ` 120000000/-

During the year under review the Company has not issued shares withdifferential voting rights.

Employee Stock Option Scheme

During the year the Board subject to the necessary statutoryapprovals as required in compliance of the provisions of the Companies Act 2013 ListingRegulations 2015 and SEBI (Share based employee benefits) regulations 2014 has approvedon 13th August 2019 Employee Stock Option Scheme titled ‘PanacheDigilife Limited - Employee Stock Option Scheme 2019 (PDL-ESOS 2019)' as recommendedby the Nomination and Remuneration Committee and duly approved by the members in the 12thAGM of the Company held on 20th September 2019 for an issue of options upto600000 to eligible employees including Directors (other than Promoters of the CompanyIndependent Directors and Directors holding directly or indirectly more than 10% of theoutstanding Equity Shares of the Company) and to eligible employees of the holding andsubsidiary company(ies) (existing or future).

The Options under PDL-ESOS 2019 are proposed to be granted with a viewto enhancing the employee's engagement and reward the employees for their associationand performance as well as to motivate them to contribute to the growth and profitabilityof the Company and to create a sense of ownership and participation amongst them.

During the year under review Company has not granted any option underthe said PDL-ESOS 2019.

SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIALSTATEMENT

A list of bodies corporate which are subsidiaries/associates/jointventures of your Company as on 31st March 2020

is as follows

*Wemart Global F.Z.E. (Ajman Free Zone UAE) Wholly Owned Subsidiary
**Technofy Digital Private Limited Wholly Owned Subsidiary
ICT Infratech Services Private Limited Associate Company

*The Board noted that there has been no operative income in WemartGlobal F.Z.E since April 2018 therefore it is financially and operationally unviableto continue and accordingly the decision to initiate the process to close Wemart GlobalF.Z.E was taken by the Board in their meeting held on 5th July 2019.

**During the year under review the Company has formed a Wholly OwnedSubsidiary named Technofy Digital Private Limited on 4th June 2019 forfurtherance of the business of the Company to focus on establishing ManufacturingInfrastructure for IT and Electronics Products and Components along with Allied Ancillaryactivities.

None of the Company's Subsidiary have ceased to be Company'ssubsidiary during the year under review.

The Board of Directors reviewed the affairs of the Subsidiaries andAssociate Company. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared Consolidated Financial Statements of the Company its Subsidiary and AssociateCompany in accordance with Indian Accounting Standards notified under the Companies(Indian Accounting Standards) Rules 2015 (‘Ind AS') which forms part of thisAnnual Report. A statement containing the salient features of the financial position ofthe Subsidiary Companies and Associate Company in Form AOC-1 is annexed as Annexure A. Inaccordance with Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andFinancials of subsidiary Companies are also available on our websiteatwww.panachedigilife.com.

The Policy for determining material subsidiaries amended on 13thAugust 2019 effective from 1st October 2019 may be accessed on theCompany's website at www.panachedigilife.com - Investor Desk - Policies & Code ofConduct.

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 report directly reports to Audit Committee.

For more details on the topic please refer to the ManagementDiscussion and Analysis report which form part of the Annual Report.

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. Policy on RiskManagement is available on the website of the Company www.panachedigilife.com- InvestorDesk - Policies & Code of Conduct.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

During the year under review the Company has entered into transactionswith related parties as defined under Section 2 (76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 all of which were in theordinary course of business and on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and theListing Regulations.

All Related Party Transactions entered into with the related parties asdefined under the Companies Act 2013 are placed before the Audit Committee and alsobefore the Board for approval and noting. Prior approval and omnibus approval whereverrequired is obtained from the Audit Committee for the transactions which are of aforeseeable and repetitive nature.

There were no transactions with related parties which qualify asmaterial transactions in accordance with policy of the company on materiality of relatedparty transactions and accordingly disclosure in Form AOC-2 is not applicable.

Further suitable disclosure as required by the Indian AccountingStandards (Ind AS 24) has been made in the notes to the Financial Statements.

Policy on Related Party Transactions

The Company has adopted a Policy for dealing with Related PartyTransactions. The Policy as approved by the Board on 13th August 2019effective from 1st October 2019 is available on the website of the Companywww.panachedigilife.com- Investor Desk - Policies & Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the year under review the provisions of Section 135 of theCompanies Act 2013 w.r.t. Corporate Social Responsibility are not applicable to theCompany.

PREVENTION OF INSIDER TRADING

Your Company has adopted the "Code of Conduct on Prohibition ofInsider Trading" "Code of practices and procedures for fair disclosure ofunpublished price sensitive Information" and "Policy for Procedure of Inquiry inCase of Leak of Unpublished Price Sensitive Information" for regulating thedissemination of Unpublished Price Sensitive Information and trading in securities byInsiders.

The said codes & policies are also available on the website of theCompany at www.panachedigilife.com- Investor Desk - Policies & Code of Conduct.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Changes in Directors

During the year under review;

Mr. Devchand Lalji Rambhia (holding DIN: 00165851) was liable to retireby rotation and being eligible was re-appointed at the 12th Annual GeneralMeeting held on 20th September 2019.

Mr. Gaurav Pratap Singh (holding DIN: 06747792) was appointed asAdditional Independent Director in the Board meeting held on 23rd July 2019and has been appointed as Independent Director for a period of 5 years with effect from 23rdJuly 2019 upto 22nd July 2024 by Members in 12th Annual GeneralMeeting held on 20th September 2019.

Mr. Rohit Mathur (holding DIN: 06583736) resigned from the post ofIndependent Director w.e.f 15th August 2019.

Mr. Amit Rambhia (holding DIN: 00165919) was reappointed as ManagingDirector for a period of 3 years effective from 17th February 2020 to 16thFebruary 2023 in the Board meeting held on 13th August 2019 and the same wasapproved by Members in 12th Annual General Meeting held on 20thSeptember 2019.

Mr. Nikit Rambhia (holding DIN: 00165678) was reappointed as JointManaging Director for a period of 3 years effective from 17th February 2020 to16th February 2023 in the Board meeting held on 13th August 2019and the same was approved by Members in 12th Annual General Meeting held on 20thSeptember 2019.

Mr. Devchand Rambhia (holding DIN: 00165851) was reappointed asWhole-Time Director for a period of 3 years effective from 17th February 2020to 16th February 2023 in the Board meeting held on 13th August2019 and the same was approved by Members in 12th Annual General Meeting heldon 20th September 2019.

 

During the year 2020-21:

Mr. Gaurav Pratap Singh (holding DIN: 06747792) Independent Directorof the Company resigned w.e.f. from 31st May 2020.

Mr. Shailesh Premji Gala (holding DIN: 01283286) was appointed asAdditional Independent Director (NonExecutive) by the Board via Circular resolution dated29th May 2020 who shall hold office upto the date of ensuing AGM for a periodof 5 years with effect from 29th May 2020 and the same is being proposed tothe members for their approval in 13th AGM.

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 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 13th 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 appointmentre-appointment and at the first meeting of the Board of Directors of the financial yearconfirming that he/she meets the criteria of independence as mentioned under Section149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations2015. Also in the opinion of the Board the Independent directors meet the said criteria.

Key Managerial Personnel

Mr. Amit Rambhia is Managing Director

Mr. Nikit Rambhia is Joint Managing Director

Mr. Devchand Rambhia is Whole-Time Director

Ms. Jinkle Khimsaria is Company Secretary & Compliance Officer

Mr. Nitesh Savla is Chief Financial Officer

> During the year under review Board appointed Mr. Vishal Lalan asthe Chief Executive Officer (CEO) of the Company w.e.f. 5th July 2019.

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. In case of exigencies or urgency of matters resolutions are passed bycirculation or on a shorter notice for such matters as permitted by law.

During the year under review the maximum interval between any twomeetings did not exceed 120 days as prescribed in the Companies Act 2013.

During the year under review the Board of your Company met 7 (Seven)times on 25th May 2019; 5th June 2019; 5th July 2019;23th July 2019; 13th August 2019; 19th October 2019and 11th February 2020.

Detailed information on the meetings of the Board and attendance areincluded in Corporate Governance Report which is annexed at Annexure F to theDirector's Report.

During the year under review Annual General Meeting was held on 20thSeptember 2019 and all the Directors and Chairperson of the respective Committees werepresent.

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 following committeesviz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders' Relationship Committee

For details of the terms of reference meetings held during the yearmembership and attendance of the members at the meetings of the above Committees of theBoard kindly refer to Corporate Governance Report which is annexed at Annexure F to theDirector's Report.

Annual Evaluation process

Pursuant to Companies Act 2013 and SEBI (LODR) Regulations 2015 theCompany has "Directors Performance Evaluation Policy" in place. Inaccordance with the said Policy all the Directors had filled up Questionnaire andfeedback form for evaluation of individual Directors Board as a whole Chairmancommittees and Independent Directors which format forms a part of the policy. ThereafterBoard evaluated every Director including Independent Director on 11th February2020.

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 on11th February 2020 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

During the year under review the personal and industrial relationswith the employees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance. The total number of employees on the rolls of the Company were 142 (OneHundred and Forty-Two) as on 31st March 2020. Material disclosures in theHuman Resource front have been detailed under the head "Human Resource" in theManagement Discussion & Analysis which forms a part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor & Report

M/s. KPB & Associates the Statutory Auditor of the Company for theFinancial Year 2019-20 have conducted the audit for the said period. There are noqualifications reservations or adverse remarks made by M/s. KPB & Associates intheir report on Standalone Financial Statements and hence do not call for any furtherexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

However M/s. KPB & Associates have qualified their report on theConsolidated Financial Statements for the Financial Year 2019-20 for unavailability ofAudited Financial Statements of Company's Wholly-Owned Subsidiary "Wemart GlobalFZE" (Wemart) and since the Consolidated Financial Statement are based on unauditedFinancial Statements of Wemart Statutory Auditor has qualified the report stating thepossible effects of misstatements on overall Consolidated Financial Statement could bematerial but not pervasive.

Explanations or comments by the Board: The Company has been trying toget the Audited Financials from Wemart however it could not be received in a timelymanner and hence Unaudited Financial statement of Wemart was submitted to the Auditor forconsolidation. The Board states that since there were no transactions in Wemart during theyear there will not be any major impact on the group and Consolidated FinancialStatements.

The Statement on Impact of Audit Qualifications as provided inRegulation 34(2)(a) of SEBI (LODR) Regulations 2015 is provided in this Annual Reportafter the Statutory Auditor's Report on consolidated Financial Statements for theyear ended 31st March 2020.

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.

Secretarial Auditor & Report

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard had appointed D. M. ZAVERI & CO. Company Secretaries as Secretarial Auditor toundertake the Secretarial Audit of the Company for the year 2019-20. The Secretarial AuditReport as issued by M/s. D. M. ZAVERI & CO. forms part of this Director's Reportand is marked as "Annexure B".

M/s. D. M. ZAVERI & CO. have qualified their report w.r.t. nonfiling of Annual Performance Report (APR) to be filed with Reserve Bank of India.

Explanations or comments by the Board: Due to administrative reasonsthere was a delay in filing Annual Performance Report (APR) with Reserve Bank of India butthe Company is in process of filing the same at the earliest.

The Company has also undertaken an audit for the FY 2019-20 pursuant toSEBI Circular No. CIR/CFD/CMO/l/27/2019 dated February 08 2019 for all applicablecompliances as per the Securities and Exchange Board of India Regulations andCircular/Guidelines issued thereunder. The Report (Annual Secretarial Compliance Report)has been submitted to the Stock Exchanges within the statutory timeline.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013and the Companies (Accounts) Rules 2014 the Board of Directors of the Company haveappointed M/s. Sanket Sangoi & Associates to conduct internal audit for the Companyfor the financial year 2019-20. The Audit Committee reviews reports submitted by InternalAuditors. Suggestions for improvement are considered and the Audit Committee reviews onthe corrective actions taken by the Management. The Internal Auditor report directlyreports to Audit Committee.

Cost Audit

During the year under review Company was exempted from applicabilityof maintenance of cost records and Cost Audit pursuant to the provisions of Section 148 ofthe Companies Act 2013 read with second proviso of Rule 3 of the Companies (Cost Recordsand Audit) Rules 2014.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2)(e) and para B of Schedule V of SEBI (LODR)Regulations 2015 Management Discussion & Analysis Report forms a part of this Reportand is provided elsewhere in the Annual Report.

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 Chairman of Audit Committee andit is affirmed that no personnel of the Company has been denied access to the AuditCommittee.

The said policy is amended on 31st March 2019 and effectivefrom 1st April 2019 in order to incorporate the amendments as per Securitiesand Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations2019.

The Whistle Blower Policy has been posted on the Company's websiteat www.panachedigilife.com- Investor Desk - Policies & Code of Conduct.

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 there under. 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. The Company has not received any complaint of sexualharassment during the financial year 2019-20.

Policy on Prevention Prohibition and Redressal of Sexual Harassment atthe Workplace has been posted on the Company's website at www.panachedigilife.com-Investor Desk - Policies & Code of Conduct.

Deposits

There were no public deposits accepted during the year under review orany amount of principal or interest thereof was outstanding in terms of section 73 and 74of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014for the Financial Year ended on 31st March 2020.

Further in compliance with 1st proviso of Rule(2)(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014 read with amendmentrules thereto during the year under review the Company has accepted loans from directorsfor business purpose along with a declaration in writing from them to the effect that thesaid loan amount is not being given out of funds acquired by borrowing or accepting loansor deposits from others;

(Amount in Rs.)

Sr. No. Name of the person Relation with the Company Amount received during the year Amount Outstanding as on 31/03/2020
1 Amit Rambhia Managing Director 1200000 Nil
2 Devchand Rambhia Whole- Time Director 10400000 950000
3 Nikit Rambhia Joint Managing Director 6750000 3570000

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 under review. Details of the Loans Investmentsand guarantees covered under the provisions of Section 186 of the Companies Act 2013forms a part of notes to the Standalone Financial Statement which forms a part of thisAnnual 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 the Companies (Accounts) Rules 2014 is provided asAnnexure C which forms part of this Report.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the CompaniesAct 2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 asamended from time to time an extract of the Annual Return of the Company for the yearended 31st March 2020 is provided in the prescribed Form MGT - 9 as AnnexureD which forms part of Directors Report and also available at website of the Company atwww.panachedigilife.com.

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 E and forms part ofDirector's Report.

In terms of the first proviso to Section 136 of the Act the Reportsand Accounts are being sent to the Members excluding the information required under Rule5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014. Any Member interested in inspection or obtaining a copy of the saidinformation may write to the Company Secretary and the same will be furnished on request.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

During the year under review no significant and material orders havebeen passed against the Company by any Regulators or Courts or Tribunals impacting theCompany's going concern status and operations in future.

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

Information regarding potential impact of COVID-19 pandemic on yourCompany's business operations and financial position are provided as part of theManagement Discussion & Analysis which forms a part of the Annual Report.

There are no other material changes and commitment affecting financialposition which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the Directors Report.

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.panachedigilife.com- Investor Desk - Policies & Code of Conduct.

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.panachedigilife.com-Investor Desk - Policies & Code of Conduct.

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 considers itself as a trustee of Members and acknowledges itsresponsibilities towards them for creation and safeguarding their wealth. As a part of itsgrowth strategy it is committed to high levels of ethics and integrity in all itsbusiness dealings that avoid conflicts of interest. In order to conduct business withthese principles the Company has created a corporate structure based on business needsand maintains a high degree of transparency through regular disclosures with a focus onadequate control systems.

As per regulation 34 of the Listing Regulations a Corporate GovernanceReport on the practices followed by your Company along with Compliance certificateregarding compliance of conditions of corporate governance from M/s.

D. M. Zaveri & Company Company Secretaries is annexed as AnnexureF to Directors Report and Annexure F-4 to Corporate Governance Report respectively.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act the Board of Directors to thebest of their knowledge and ability in respect of the year ended 31st March2020 confirm that:

A. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

B. the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and 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 this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

D. the directors had prepared the annual accounts on a goingconcern basis;

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

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

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.

ACKNOWLEDGEMENT

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

.