You are here » Home » Companies » Company Overview » Panache Digilife Ltd

Panache Digilife Ltd.

BSE: 538424 Sector: Consumer
NSE: PANACHE ISIN Code: INE895W01019
BSE 05:30 | 01 Jan Panache Digilife Ltd
NSE 00:00 | 07 Aug 57.80 0.80
(1.40%)
OPEN

58.90

HIGH

58.90

LOW

57.00

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Panache Digilife Ltd. (PANACHE) - Director Report

Company director report

To the Members of Panache Digilife Limited

Your Directors are delighted to present the 12th Annual Report on the business andoperations of the Company together with the Audited Standalone & ConsolidatedFinancial Statement of Panache Digilife Limited ("the Company") for thefinancial year ended 31st March 2019.

In compliance with the applicable provisions of Companies Act 2013 (including anystatutory modification(s) or re- enactment(s) thereof for time being in force) ("theAct") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI Regulations") this reportcovers the financial results and other development during the financial year 1st April2018 to 31st March 2019 and other developments upto the date of the Board meeting held on13th August 2019 to approve this report in respect of the Company and its Consolidatedcomprising the Company its subsidiaries and associate companies.

STATE OF THE COMPANY'S AFFAIRS

Financial Performance

The summarized standalone and consolidated financial results of your Company are givenbelow:

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2019 31/03/2018 31/03/2019 31/03/2018
Revenue from operations (net) 9313.85 7709.61 9313.85 10250.26
Other income 90.79 52.65 90.79 52.65
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments 722.91 457.83 681.87 704.47
Depreciation and amortization expenses 19.60 15.48 19.60 15.48
Finance Cost 206.23 118.82 206.23 118.82
Profit before tax (PBT) 587.87 376.18 546.83 622.83
Profit after tax and minority interest (PAT) 411.28 241.21 371.55 485.90

*Previous year figures have been regrouped / rearranged wherever necessary.

Accounting treatment in preparation of Financial Statements

The Financial Statements have been prepared in accordance with Indian AccountingStandards (Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notifiedunder Section 133 and other relevant provisions of the Act.

Standalone Performance

Your Company achieved total revenue of Rs 9313.85 Lakhs as compared to Rs 7709.61 Lakhsin the previous year representing a year-on-year growth of 20.81%.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) stood at Rs722.91 Lakhs in the current year as compared to Rs 457.83 Lakhs during the previous yearrepresenting a year-on-year growth of 57.90%.

During the year under review the Company registered growth of 70.51% in the Net Profitafter Tax which stood at Rs 411.28 Lakhs as compared to Rs 241.21 Lakhs in the previousyear.

Consolidated Performance

Your Company achieved total revenue of Rs 9313.85 Lakhs as compared to Rs 10250.26Lakhs in the previous year.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) stood at Rs681.87 Lakhs in the current year as compared to Rs 704.47 Lakhs during the previous year.

The Net Profit after Tax stood at Rs 371.55 Lakhs as compared to Rs 485.90 Lakhs in theprevious year.

DIVIDEND

Keeping in view the continued good performance future fund requirements of the Companyand policy of the Company for rewarding Members your Directors are pleased to recommend adividend of Rs 0.50 per equity share of Face Value Rs 10/- on 1800000 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 2018-19) for the financial year2018-19 and record date for the same is 17th June 2019. The dividend if approved by themembers of the Company in the 12th AGM shall be subject to Dividend Distribution Tax tobe paid by your Company but will be tax-free in the hands of the Members. The FinalDividend amount if declared shall be Rs 900000/- plus applicable Dividend DistributionTax thereon.

Members belonging to the promoter group of your Company have waived their right toreceive dividend for the Financial Year 2018-19 and hence the Dividend if any approvedby the Members at the ensuing Annual General Meeting shall be only upon 1800000 EquityShares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there are no funds or shares which are required to be transferred toInvestor Education and Protection Fund (IEPF).

As on 31st March 2019 total unclaimed dividend stood Rs 6400/-.

TRANSFER TO RESERVE

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

SETTING UP A NEW FACILITY

Your company has set-up a new facility at Bhiwandi - Maharashtra to meet the increasedneeds of IoT & Computing devices consumption. This facility has reduced the proximitywith the Corporate Office aiming to achieve better operations functionally. The Facilitywas proposed to commission in a phased manner and accomplished its 1st phase by commencingits commercial production on 13th February 2019. The new factory is aimed to focus onimprovising TQM (Total Quality Management) JIT (Justin -Time) production and DFM (Designfor Manufacturability).

The demand of IoT & Computing Devices is ever increasing in India. With governmentreforms of Digital India and IoT taking over the new factory is contributing to the"Make In India" initiative.

CHANGE IN NATURE OF BUSINESS IF ANY

During the year the company has altered the Main Object Clause of Memorandum ofAssociation of the Company with a view to increase expand and diversify the business ofthe Company backed with the objective of carrying on the business more efficiently andeffectively. Approval of shareholders was obtained in the 11th AGM for the amendment inthe object clause of the Memorandum of Association.

In the year 2019-20 the Company has altered the incidental or ancillary objects clauseof the Memorandum of Association as Company is rapidly growing towards new revenue streamseither through itself or in association with other entities which currently were notspecifically covered and also certain objects which were no more required as per the newformat of the Companies Act 2013 were deleted. Approval of shareholders was obtainedthrough Postal Ballot on 11th July 2019.

SHARE CAPITAL

During the year under review there was no movement in Equity Capital and as on 31stMarch 2019 the Paid-up Equity Share Capital of the Company stood as below:

Kind No. of Shares Face Value Paid up value
Equity 6000000 Rs10/- Rs 60000000/-

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

During the year 2019-20 the Company has capitalized a sum of Rs 6 Croresstanding to the credit of Securities Premium Account by applying this sum of Rs 6Crores in issuing bonus shares in the ratio of 1:1 (i.e. 1 (one) Bonus equity share ofZ10/- 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 approval on 11thJuly 2019 and allotment was made on 23rd July 2019. The Bonus shares were credited tothe eligible shareholders as on the record date i.e. 19th July 2019.

To accommodate the bonus issue Company has increased its Authorised Share Capital fromRs 7.00 Crore to Rs 13 Crore by creating 60.00 lakh additional equity shares ofRs 10/- each and consequently amended the Capital Clause (Clause V) of Memorandum ofAssociation.

Thus the Equity Capital as on the date of this report is as under:

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

Employee Stock Option Scheme

During the year 2019-20 the Board subject to the necessary statutory approvals asrequired in compliance of the provisions of the Companies Act 2013 Listing Regulations2015 and SEBI (Share based employee benefits) regulations 2014 has approved on 13thAugust 2019 Employee Stock Option Scheme titled ‘Panache Digilife Limited - EmployeeStock Option Scheme 2019 (PDL-ESOS 2019)' as recommended by the Nomination andRemuneration Committee for an issue of options upto 600000 to eligible employeesincluding Directors (other than Promoters of the Company Independent Directors andDirectors holding directly or indirectly more than 10% of the outstanding Equity Shares ofthe Company) and to eligible employees of the holding and subsidiary company(ies)(existing or future). The approval of members is proposed in the ensuing 12th AGM of theCompany.

The Options under PDL-ESOS 2019 are proposed to be granted with a view to enhancing theemployee's engagement to reward the employees for their association and performance aswell as to motivate them to contribute to the growth and profitability of the Company andto create a sense of ownership and participation amongst them.

SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

A list of bodies corporate which are subsidiaries/associates/joint ventures of yourCompany as on 31st March 2019 is as follows;

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

**During the year under review the Company entered into Joint Venture Agreement withM/s. Krish Intratrade Private Limited and pursuant to that Agreement acquired 50% ofequity share capital of M/s. ICT Infratech Services Private Limited thereby making it anAssociate Company. None of the Company's Subsidiary have ceased to be Company's subsidiaryduring the year under review.

The Board of Directors reviewed the affairs of the subsidiary and Associate Company. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared ConsolidatedFinancial Statements of the Company its Subsidiary and Associate Company in accordancewith Indian Accounting Standards notified under the Companies (Indian AccountingStandards) Rules 2015 (‘Ind AS') which forms part of this Annual Report. Astatement containing the salient features of the financial position of the subsidiaryCompany and Associate Company in Form AOC-1 is annexed as Annexure A. In accordance withSection 136 of the Companies Act 2013 the audited financial statements including theconsolidated financial statements and related information of the Company and auditedaccounts of subsidiary Company are also available on our website atwww.panachedigilife.com and at the registered office of the Company during business hourson all working days except Saturdays Sundays and public holidays up to the date of 12thAGM.

The Policy for determining material subsidiaries amended on 25th May 2019 may beaccessed on the Company's website at www.panachedigilife.com.

In the year 2019-20 the Company has formed a Wholly Owned Subsidiary named TechnofyDigital Private Limited on 4th June 2019 for furtherance of the business of the Companyto focus on establishing Manufacturing Infrastructure for IT and Electronics Products andComponents along with Allied Ancillary activities.

*In the year 2019-20 the Board also noted that there has been no operative income inWemart Global F.Z.E since April 2018 and accordingly the decision to initiate theprocess to close Wemart Global F.Z.E was taken by the Board as it is financially andoperationally unviable to continue.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations and that such internal financial controls are adequate andwere operating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs withdiligence transparency responsibility and accountability and is committed to adoptingand adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders 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.

However as per provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a separate report on Corporate Governance underRegulation 34(3) read with para C of Schedule V is not applicable to the Company since itis listed on the SME Exchange.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks which it faces in day to day operations of the Company. Risk Management Policy ofthe Company outlines different kinds of risks and risk mitigating measures to be adoptedby the Board. The Company has adequate internal control systems and procedures to combatthe risk. The Risk management procedure will be reviewed by the Audit Committee and Boardof Directors on time to time basis.

For more details on the topic please refer to the Management Discussion and Analysisreport which form part of the Annual Report. Policy on Risk Management is available on thewebsite of the Company www.panachedigilife.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All transactions entered into with the related parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm'slength pricing basis and necessary approvals of the Board of Directors and Audit Committeewere taken from time to time wherever required.

There were no materially significant transactions with the related parties during thefinancial year which needs to be disclosed and accordingly separate disclosure in FormAOC-2 is not applicable to the Company.

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

Policy on Related Party Transactions

As per Regulation 15 of SEBI (LODR) Regulations 2015 Company is exempted fromcomplying with Regulation 23 of SEBI (LODR) Regulations 2015 and hence preparing a Policyon Related Party Transactions is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

PREVENTION OF INSIDER TRADING

Your Company has adopted the "Code of Conduct on Prohibition of InsiderTrading" (amended on 29th May 2018 and further amended on 31st March 2019 &effective from 1st April 2019) "Code of practices and procedures for fairdisclosure of unpublished price sensitive Information" (amended on 31st March 2019& effective from 1st April 2019) and "Policy for Procedure of Inquiry in Case ofLeak of Unpublished Price Sensitive Information" (adopted on 31st March 2019 &effective from 1st April 2019) for regulating the dissemination of Unpublished PriceSensitive Information and trading in securities by Insiders.

The said codes & policies are also available on the website of the Companywww.panachedigilife.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors during the period under review

> Mr. Nikit Devchand Rambhia (holding DIN: 00165678) was liable to retire byrotation and being eligible was re-appointed at the 11th Annual General Meeting held on25th September 2018.

> Mr. Rohit Mathur (holding DIN: 06583736) re-appointed as Independent Director forthe second term of 5 years w.e.f. 17th February 2018 upto 16th February 2023 by theMembers through Postal Ballot.

> Mrs. Meeta K. Mehta (holding DIN: 07515717) re-appointed as Independent Directorfor the second term of 5 years w.e.f. from 17th February 2018 upto 16th February 2023 bythe Members through Postal Ballot.

> Mr. Bhavin Vinod Adani (holding DIN: 02919483) re-appointed as IndependentDirector for the second term of 5 years w.e.f. 17th February 2018 upto 16th February2023 by the Members through Postal Ballot.

During the year 2019-20 following changes were made in the Directors of the Company:

> Board appointed Mr. Gaurav Pratap Singh (holding DIN: 06747792) as AdditionalIndependent Director (NonExecutive) who shall hold office upto the date of ensuing AGMfor a period of 5 years with effect from 23rd July 2019 and the same is being proposed tothe members for their approval in 12th AGM.

> Mr. Rohit Mathur (holding DIN: 06583736) Independent Director of the Companyresigned w.e.f. from 15th August 2019.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Devchand Lalji Rambhia (holding DIN: 00165851) is liableto retire by rotation at ensuing AGM and being eligible offers himself for reappointment.The Board recommends his reappointment as Director liable to retire by rotation at theensuing AGM. All details pertaining to his appointment are detailed in the Notice of 12thAGM.

Re-appointment of Directors in the ensuing Annual General Meeting

As the tenure of Mr. Amit Rambhia (Managing Director) Mr. Nikit Rambhia (JointManaging Director) and Mr. Devchand Rambhia (Whole-Time Director) is due to expire on 16thFebruary 2020 the Board of Directors at their meeting held on 13th August 2019re-appointed them for another term of 5 years with effect from 17th February 2020 to 16thFebruary 2023 subject to the approval of the members. Accordingly the matter withrespect to the reappointment of Mr. Amit Rambhia (Managing Director) Mr. Nikit Rambhia(Joint Managing Director) and Mr. Devchand Rambhia (Whole-Time Director) is proposed inthe Notice of the 12th AGM. All details pertaining to their appointment and remunerationare detailed in the Notice of 12th AGM.

Declaration by Independent Directors

In accordance with the Section 149(7) of the Act each Independent Director has given awritten declaration to the Company at the time of their appointment re-appointment and atthe first meeting of the Board of Directors in every financial year confirming that he/shemeets the criteria of independence as mentioned under Section 149(6) of the Companies Act2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations 2015. Also in the opinionof 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

> In the year 2019-20 Board appointed Mr. Vishal Lalan as the Chief ExecutiveOfficer (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 intervals to discuss anddecide on various business policies strategies financial matters and other businesses.Date of the Board Meetings are decided and communicated to the Directors well in advance.In case of exigencies or urgency of matters resolutions are passed by circulation or on ashorter notice for such matters as permitted by law.

The maximum interval between any two meetings did not exceed 120 days as prescribed inthe Companies Act 2013.

During the year under review the Board of your Company met 6 (Six) times on 29th May2018; 13th August 2018; 12th November 2018; 19th December 2018; 13th February 2019 and18th March 2019. The details of attendance of each Director at the Board Meetings &11th AGM are given below;

Sr. No. Name of the Director No. of Board Meetings eligible No. of Board Meetings attended Attendance at 11th AGM 25th September 2018
1 Amit Rambhia 6 6 Yes
2 Nikit Rambhia 6 5 Yes
3 Devchand Rambhia 6 5 Yes
4 Rohit Mathur 6 5 No
5 Meeta K. Mehta 6 6 Yes
6 Bhavin Adani 6 6 Yes

During the year under review there was one General Meeting held on 25th September 2018i.e. Annual General Meeting and attendance of Directors thereat is mentioned above.

Compliance with Secretarial Standards on Board and Annual General Meetings:

The Company has complied with Secretarial Standards 1 & 2 issued by the Instituteof Company Secretaries of India on Board Meetings and Annual General Meetings.

Committees of the Board:

The Board of Directors has constituted various statutory committees comprising ofExecutive Non-Executive and Independent Directors to discharge various functions dutiesand responsibilities cast under the Companies Act 2013 SEBI (LODR) Regulations 2015 andother applicable statutes rules and regulations applicable to the Company from time totime. The Committees also focus on critical functions of the Company in order to ensuresmooth and efficient business operations. The Board of Directors is responsible forconstituting assigning co-opting and fixing the terms of reference of these committeesin line with the extant regulatory requirements. The Committees meets at regular intervalsfor deciding various matters and providing directions and authorizations to the managementfor its implementation.

Currently the Board of Directors has formulated following committees viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders' Relationship Committee

Audit committee:

During the year under review the Audit Committee comprised of the following Directors;

Sr. No. Name of the Committee Member Position in the Committee
1 Meeta K. Mehta Chairperson
2 Rohit Mathur Member
3 Amit Rambhia Member
4 * Bhavin Vinod Adani Member

*The Audit Committee was reconstituted on 28th May 2018 vide Circular Resolutionpassed by the Board of Directors for adding Mr. Bhavin Vinod Adani to the Committee.

During the year under review there were 6 (Six) Meetings held on 29th May 2018; 13thAugust 2018; 12th November 2018; 19th December 2018; 13th February 2019 and 18thMarch 2019. The details of attendance of each member at the Audit Committee Meetings aregiven below;

Sr. No. Name of the Member No. of Committee Meetings eligible No. of Committee Meetings attended
1 Meeta K. Mehta 6 6
2 Rohit Mathur 6 5
3 Amit Rambhia 6 6
4 Bhavin Vinod Adani 6 6

During the year 2019-20 pursuant to Changes in the Directors the Audit Committee wasagain reconstituted on 23rd July 2019 as follows;

Sr. No. Name of the Committee Member Position in the Committee
1 Meeta K. Mehta Chairperson
2 Gaurav Pratap Singh Member
3 Amit Rambhia Member
4 Bhavin Vinod Adani Member

Nomination & Remuneration Committee

During the year under review the Nomination & Remuneration Committee comprised ofthe following Members;

Sr. No. Name of the Committee Member Position in the Committee
1 Bhavin Vinod Adani Chairman
2 Meeta K. Mehta Member
3 Rohit Mathur Member

During the year under review there were 2 (Two) Meetings held on 29th May 2018 and13th February 2019. The details of attendance of each member at the Nomination &Remuneration Committee Meetings are given below

Sr. No. Name of the Member No. of Committee Meetings eligible No. of Committee Meetings attended
1 Bhavin Vinod Adani 2 2
2 Meeta K. Mehta 2 2
3 Rohit Mathur 2 1

During the year 2019-20 pursuant to Changes in the Directors the Nomination &Remuneration Committee was reconstituted on 23rd July 2019 as follows;

Sr. No. Name of the Committee Member Position in the Committee
1 Bhavin Vinod Adani Chairman
2 Meeta K. Mehta Member
3 Gaurav Pratap Singh Member

Stakeholders' Relationship Committee

During the year under review the Stakeholders' Relationship Committee comprised of thefollowing Members;

Sr. No. Name of the Committee Member Position in the Committee
1 Rohit Mathur Chairman
2 Nikit Rambhia Member
3 Bhavin Adani Member

During the year under review there was 1 (One) Meeting held on 13th February 2019. Thedetails of attendance of each Member at the Stakeholders' Relationship Committee Meetingsare given below;

Sr. No. Name of the Member No. of Committee Meetings eligible No. of Committee Meetings attended
1 Rohit Mathur 1 1
2 Nikit Rambhia 1 0
3 Bhavin Adani 1 1

During the year 2019-20 pursuant to Changes in the Directors the Stakeholders'Relationship Committee was reconstituted on 23rd July 2019 as follows;

Sr. No. Name of the Committee Member Position in the Committee
1 Gaurav Pratap Singh Chairman
2 Nikit Rambhia Member
3 Bhavin Adani Member

The details of complaints received and resolved during the Financial Year 2018-19 aregiven in the table below:

Particulars No. of Complaints
Opening as on 1st April 2018 -
Received during the year -
Resolved during the year -
Closing as on 31st March 2019 -

Annual Evaluation process

Pursuant to Companies Act 2013 and SEBI (LODR) Regulations 2015 the Company has "DirectorsPerformance Evaluation Policy" in place which got amended on 13th February 2019.In accordance with the said Policy all the Directors had filled up Questioner 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 13th February 2019.

Further the Board has also evaluated its own performance Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committee Chairman and allDirectors individually. The Board concluded that the overall performance of all theDirectors were very good.

Independent Director's Separate Meeting

A separate meeting of Independent Directors of the Company was held on 13th February2019 as required under Schedule IV to the Act (Code for Independent Directors) andRegulation 25(3) of the Listing Regulations.

At the meeting following matters were taken up;

i. reviewed the performance of Non-Independent Directors and the Board as a whole.

ii. reviewed the performance of the Chairperson of the Company.

iii. assess the quality quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors.

HUMAN RESOURCE

During the year under review the personal and industrial relations with the employeesremained cordial in all respects. The management has always carried out systematicappraisal of performance and imparted training at periodic intervals. The Companyrecognizes talent and has judiciously followed the principle of rewarding performance. Thetotal number of employees on the rolls of the Company were 123 (One Hundred and Twenty-Three) as on 31st March 2019. Material disclosures in the Human Resource front have beendetailed under the head "Human Resource" in the Management Discussion &Analysis which forms a part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor

M/s. KPB & Associates the Statutory Auditor of the Company for the Financial Year2018-19 have conducted the audit for the said period. There are no qualificationsreservations or adverse remarks made by M/s. KPB & Associates in their report andhence do not call for any further explanation or comments from the Board under Section134(3) of the Companies Act 2013. Further the specific notes forming part of the Accountsreferred to in the Auditor's Report read with the notes to financial statements asreferred to therein are self-explanatory and give complete information and addresses theobservations if any.

Secretarial Audit

The Secretarial Audit Report as issued by M/s. D. M. ZAVERI & CO. PracticingCompany Secretaries Secretarial Auditor of the Company forms part of this Director'sReport and is marked as "Annexure B". There were no qualifications reservationsor adverse remarks made by the Secretarial Auditor in their report and hence do not callfor any further explanation or comments from the Board under Section 134(3) of theCompanies Act 2013.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act 2013 and the Companies(Accounts) Rules 2014 the Board of Directors of the Company have appointed M/s. SanketSangoi & Associates to conduct internal audit for the Company.

Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act 2013 read with secondproviso of Rule 3 of The Companies (Cost Records and Audit) Rules 2014 Company isexempted from applicability of maintenance of cost records and Cost Audit.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2)(e) and para B of Schedule V of SEBI (LODR) Regulations2015 Management Discussion & Analysis Report forms a part of the Annual Report and isprovided elsewhere in the Annual Report.

DISCLOSURES

Vigil Mechanism

In line with the best Corporate Governance practices the Company has put in place asystem through which the Directors employees and business associates may report concernsabout unethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct without fear of reprisal.

The Company has put in place a process by which employees and business associates havedirect access to the Vigilance Officer and Chairman of Audit Committee. The said policy isamended on 31st March 2019 and effective from 1st April 2019 in order to incorporate theamendments as per Securities and Exchange Board of India (Prohibition of Insider Trading)(Amendment) Regulations 2019.

The Whistle Blower Policy has been posted on the Company's website atwww.panachedigilife.com.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The Company has complied with the constitution of Internal Complaints Committee asprovided under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The Company has not received any complaint of sexual harassmentduring the financial year 2018-19.

Deposits

There were no public deposits accepted during the year under review 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 2019.

Further in compliance with 1st proviso of Rule (2)(1)(c)(viii) of the Companies(Acceptance of Deposits) Rules 2014 read with amendment rules thereto during the yearunder review the Company has accepted loans from directors

for business purpose along with a declaration in writing from them to the effect thatthe said loan amount is not being given out of funds acquired by borrowing or acceptingloans or deposits from others.

Sr. No. Name of the person Relation with the Company Amount received during the year in Rs Amount Outstanding as on 31/03/2019 (in Rs)
1 Amit Rambhia Managing Director 2850000 0
2 Devchand Rambhia Whole- Time Director 300000 0

Particulars of Loans given Investments made guarantees given and securities Provided

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

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is provided as Annexure C which formspart of this Report.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act 2013 andRule 12 of the Companies (Management and Administration) Rules 2014 as amended from timeto time an extract of the Annual Return of the Company for the year ended 31st March2019 is provided in the prescribed Form MGT - 9 as Annexure D which forms part ofDirectors Report and also available at website of the Company at www.panachedigilife.com.

Particulars of Employees and related disclosures

The statement containing information as required under the provisions of Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given in Annexure E and forms part of this Report.

In terms of the first proviso to Section 136 of the Act the Reports and Accounts arebeing sent to the shareholders excluding the information required under Rule 5(2) and (3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Anyshareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company. The said information is available for inspection by theMembers at the Registered Office of the Company on all working days except SaturdaysSundays and public holidays during the Business hours up to the date of the 12th AGM.

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

During the year under review no significant and material orders have been passedagainst the Company by any Regulators or Courts or Tribunals impacting the Company's goingconcern status and operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION WHICH HAVE OCCURREDBETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

Issue of Bonus Shares

During the year 2019-20 the Company has capitalized a sum of Rs 6 Crores byissuing bonus shares the details for the same is being provided under the head"Share Capital" in this Director's Report.

Board approval on Closure of Wemart Global FZE - Wholly Owned Subsidiary of the Company

The Board in its meeting held on 05th July 2019 decided to initiate the process ofclosure of Wemart Global FZE Wholly Owned Subsidiary of the Company the details for thesame is being provided under the head "Subsidiary & Associate Company andConsolidation of Financial Statement" of this Director's Report.

PROCESS OF MIGRATION FROM NSE EMERGE TO THE MAIN BOARD OF NSE LTD

The Equity shares of the Company have been listed on the NSE EMERGE SME Platform ofNational Stock Exchange of India Limited (NSE) since 25th April 2017. The Company hascompleted its initial 2 years of Listing on NSE Emerge and is eligible to migrate from NSEEMERGE SME Platform to Main Board of NSE Platform subject to necessary compliances.Accordingly the Board in its meeting held on 5th June 2019 recommended for membersapproval for migration and accorded their approval via Postal Ballot on 11th July 2019.The Company is in process making necessary compliances in order to migrate to Main Boardof NSE Platform subject to necessary approvals.

POLICIES AND DISCLOSURE REQUIREMENTS

Pursuant to provisions of the Companies Act 2013 and provisions of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Company has adoptedvarious applicable policies. The policies are available on Company's website -www.panachedigilife.com.

The Nomination and Remuneration Policy of the Company has been formulated in terms ofSection 178 of the Companies Act 2013 ("the Act"). This Policy governs policyrelating to Director's Key Managerial Personnel's and other employee's appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director. The complete disclosure of the said policy is available on theCompany's website - www.panachedigilife.com.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors confirm that:

A. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

B. 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 andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

C. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

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

E. the directors had laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws are in place and such systems are adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion and Analysis may be forwardlooking within the meaning of the applicable securities laws and regulations. Actualresults may differ materially from those expressed in the statement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Government of India Governments ofvarious countries concerned State Governments other Government Authorities Departmentsand Agencies the Stakeholders Business Associates Banks Financial InstitutionsCustomers Vendors and Service Providers for the valuable support and co-operationextended by them during the year.

Your Directors would also like to place on record their sincere thanks and appreciationfor the contribution consistent hard work dedication and commitment of our employees atall levels

For and on behalf of the Board of Directors of
Panache Digilife Limited
Amit Devchand Rambhia
Date: 13/08/2019 Chairman & Managing Director
Place: Mumbai DIN:00165919