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Panache Digilife Ltd.

BSE: 538424 Sector: Consumer
NSE: PANACHE ISIN Code: INE895W01019
BSE 05:30 | 01 Jan Panache Digilife Ltd
NSE 05:30 | 01 Jan Panache Digilife Ltd

Panache Digilife Ltd. (PANACHE) - Director Report

Company director report

To the Members of Panache Digilife Limited

Your Directors are delighted to present the 11th Annual Report on thebusiness and operations of the Company together with the Audited Standalone &Consolidated Financial Statement of Panache Digilife Limited ("the Company") forthe financial year ended 31st March 2018.

STATE OF THE COMPANY'S AFFAIRS

Financial Performance

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

( in lakhs)

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2018

31/03/2017

31/03/2018

31/03/2017

Revenue from operations (net)

7709.61

5621.09

10250.26

7894.17

Other income

53.48

56.50

53.48

56.50

Earnings before interest tax depreciation and amortization

452.96

417.22

701.94

680.38

(EBITDA) and prior period adjustments
Depreciation and amortization expenses

15.48

15.75

15.48

15.75

Finance Cost

120.26

185.86

122.60

185.86

Profit before tax (PBT)

361.37

271.30

608.01

534.46

Profit after tax and minority interest

235.72

179.27

480.41

442.43

(PAT)

*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

Your Company achieved total revenue of 7709.61 Lakhs as compared to5621.09 Lakhs in the previous year representing a year-on-year growth of 37.16%.

The Earnings before Interest Depreciation Tax and Appropriations(EBITDA) stood at 452.96 Lakhs in the current year as compared to 417.22 Lakhs during theprevious year representing a year-on-year growth of 8.57%.

During the year under review the Company registered growth of 31.49%in the Net Profit after Tax which stood at 235.72 Lakhs as compared to 179.27 Lakhs in theprevious year.

Consolidated Performance

Your Company achieved total revenue of 10250.26 Lakhs as compared to7894.17 Lakhs in the previous year representing a year-on-year growth of 29.85%.

The Earnings before Interest Depreciation Tax and Appropriations(EBITDA) stood at 701.94 Lakhs in the current year as compared to 680.38 Lakhs during theprevious year representing a year-on-year growth of 3.17%.

During the year under review the Company registered growth of 8.58% inthe Net Profit after Tax which stood at 480.41 Lakhs as compared to 442.43 Lakhs in theprevious year.

Change in Nature of Business if any

During the year there is no change in the nature of the business ofthe Company.

DIVIDEND

Keeping in view the continued good performance future fundrequirements of the Company and policy of the Company for rewarding Members yourDirectors are pleased to recommend a dividend of 0.50 per equity share of Face Value

10/- on 1800000 equity shares (excluding the Equity Share upon whichthe members have waived/forgone his/their right to receive the dividend by him/them forfinancial year 2017-18) for the financial year 2017-18. The dividend if approved by themembers of the Company in the AGM shall be subject to Dividend Distribution Tax to bepaid by your Company but will be tax-free in the hands of the Members.

Members belonging to the promoter group of your Company have waivedtheir right to receive dividend for the Financial Year 2017-18 and hence the Dividend ifany approved by the Members at the ensuing Annual General Meeting shall be only upon1800000 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).

As on 31st March 2018 total unclaimed dividend stood Rs. 3200/-.

TRANSFER TO RESERVE

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

SHARE CAPITAL

The movement of Equity Capital is as under:

Particulars

No. of Equity Shares

Equity Capital as on 01.04.2017

4200000

Increase / Decrease during the year

1800000

Equity Capital as on 31.03.2018

6000000

During the year under review the Company has issued 1800000 sharesby Initial Public Offer.

The Company has not issued shares with differential voting rights. Ithas neither issued employee stock options nor sweat equity shares and does not have anyscheme to fund its employees to purchase the shares of the Company.

INITIAL PUBLIC OFFER

In the Financial year 2017-18 the Company came out with an IPO of1800000 Equity Shares of Face Value of 10/- each for cash at a price of 81/- per Equityshare (including a share premium of 71/- per Equity Share) aggregating to 1458

Lakh. The said public issue was approved by the Members in theirExtra-Ordinary General Meeting of the Company held 17th February 2017.

The Public issue opened for subscription on 11th April 2017 and closedon 17th April 2017. The issue has received 1491 applications for 4174400 Equity Shares(before Technical Rejections bids not banked and invalid duplicate bids) including MarketMaker Applications of 92800 Equity Shares. The issue was subscribed to the extent of 3.32times as per application data (before Technical Rejections bids not banked and invalidduplicate bids). After considering the technical rejections cases the issue wassubscribed 2.21 times. The basis of allotment was finalised in consultation with theDesignated Stock Exchange on 20th April 2017. The allotment of 1800000 equity shareswas made on 21st April 2017.

The Company had made an application to NSE for listing of itssecurities on the NSE SME platform on 21st April 2017 pursuant to Initial Public Issue of1800000 Equity Shares of Rs. 10/- each at a premium of Rs. 71/- per Equity Share. NSEhas given final approval for listing and trading of 6000000 Equity Shares of Rs. 10/-each on NSE SME platform from 25th

April 2017 onwards with Symbol ‘PANACHE'.

The Company has complied with all the requirements prescribed by theCompanies Act 2013 various SEBI regulations and stock exchange's requirement whereverrequires.

STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO

Pursuant to Regulation 32 of SEBI (Listing Obligation & DisclosureRequirements) Regulations 2015 we confirm that there is no deviation or variation in theuse of proceeds from the objects stated in the prospectus and the actual utilization offunds and details of utilization are mentioned in the below table;

(Rs. in Lakhs)

Particulars

Amount allocated for object as disclosed in the Prospectus

Utilisation of fund received from allotment of shares

Deviation if any

1 For IPO Issue Expenses

60.00

60.00

-

2 For Working Capital purpose

1200.00

1200.00

-

3 For General Corporate purpose

198.00

198.00

-

Total

1458.00

1458.00

-

SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

The Board of Directors reviewed the affairs of the subsidiary. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared ConsolidatedFinancial Statements of the Company and its Subsidiary in accordance with IndianAccounting Standards notified under the Companies (Indian Accounting Standards) Rules2015 (‘Ind AS') which forms part of this Annual Report. A statement containing thesalient features of the financial position of the subsidiary companies in Form AOC-1 isannexed as Annexure A. In accordance with Section 136 of the Companies Act 2013 theaudited financial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of subsidiary is also available on ourwebsite at www.panachedigilife.com.

Further none of the Company's subsidiaries joint ventures orassociate companies have become or ceased to be Company's subsidiaries joint ventures orassociate companies.

The Policy for determining material subsidiaries as approved may beaccessed on the Company's website at the link: www.panachedigilife.com.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations and that such internal financial controls areadequate and were operating 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 considers itself as a trustee of its shareholders andacknowledges its responsibilities towards them for creation and safeguarding their wealth.As a part of its growth strategy it is committed to high levels of ethics and integrityin all its business dealings that avoid conflicts of interest. In order to conductbusiness with these principles the Company has created a corporate structure based onbusiness needs and maintains a high degree of transparency through regular disclosureswith 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(3) read with para C of Schedule V is notapplicable to the Company since it is listed on the SME Exchange.

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 form part of the Annual Report. Policy on RiskManagement is available on the website of the Company www.panachedigilife.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All transactions entered into with the related parties as defined underthe Companies Act 2013 during the financial year were in the ordinary course of businessand on arm'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 Bof this Director's Report.

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

Further all Related Party Transactions are placed before the Board /Audit Committee for approval. Prior omnibus approval of the Board / Audit Committee isobtained for the transactions which are of a foreseen or repetitive in nature. A statementof all Related Party Transactions is placed before the Board / Audit Committee for itsreview on a meeting to meeting basis specifying the nature value and terms andconditions of the transactions.

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.

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" and "Code of fair disclosure of Unpublished PriceInformation" for regulating the dissemination of Unpublished Price SensitiveInformation and trading in securities by Insiders. The Code of Conduct on Prohibition ofInsider Trading was amended in the board meeting dated 29th May 2018. The said codes arealso available on the website of the Company www.panachedigilife.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors & KMP

Mr. Amit Devchand Rambhia (holding DIN: 00165919) was liable to retireby rotation and being eligible was reappointed as Managing Director of the Company at the10th Annual General Meeting held on 21st September 2017.

Mr. Rohit Mathur (holding DIN: 06583736) was appointed as IndependentDirector of the Company for the first term by the Members in the 10th AGM of the Companyon 21st September 2017 w.e.f. 17th February 2017 and further 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.

Mrs. Meeta K. Mehta (holding DIN: 07515717) was appointed asIndependent Director of the Company for the first term by the Members in the 10th AGM ofthe Company on 21st September 2017 w.e.f. 17th February 2017 and further re-appointed asIndependent Director for the second term of 5 years w.e.f. from 17th February 2018 upto16th February 2023 by the Members through Postal Ballot.

Mr. Bhavin Vinod Adani (holding DIN: 02919483) was appointed asIndependent Director of the Company for the first term by the Members in the 10th AGM ofthe Company on 21st September 2017 w.e.f. 17th February 2017 and further re-appointed asIndependent Director for the second term of 5 years w.e.f. 17th February 2018 upto 16thFebruary 2023 by the Members through Postal Ballot.

Mr. Devchand Lalji Rambhia (holding DIN: 00165851) received approval ofMembers in the 10th AGM of the Company on 21st September 2017 for continuation asWhole-Time Director upon attaining 70 years of age during the term of his appointment.

During the year under review there is no change in the CompanySecretary & Compliance Officer and CFO of the Company. Ms. Jinkle Khimsaria is theCompany Secretary & Compliance Officer and Nitesh Savla is the CFO of the Company.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act 2013 and theArticles of Association of the Company Mr. Nikit Devchand Rambhia (holding DIN:00165678) Joint Managing Director of the Company retires by rotation at ensuing

Annual General Meeting and being eligible offers himself forreappointment. The Board recommends his reappointment as Director liable to retire byrotation at the ensuing Annual General Meeting.

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 in every 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.

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.

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

During the year under review the Board of your Company met 7 (Seven)times on 18th April 2017; 21st April 2017; 23rd May 2017; 18th August 2017; 12thSeptember 2017; 14th November 2017 and 13th February 2018. The details of attendance ofeach Director at the Board Meetings are given below;

Name of the Director

No. of Board Meetings eligible

No. of Board Meetings attended

1 Amit Rambhia

7

7

2 Nikit Rambhia

7

5

3 Devchand Rambhia

7

7

4 Rohit Mathur

7

7

5 Meeta K. Mehta

7

7

6 Bhavin Adani

7

7

During the year under review there was one General Meeting held on 21stSeptember 2017 i.e. Annual General Meeting and all the six Directors were present at thesaid meeting.

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

Audit committee:

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

Name of the Committee Member Position in the Committee
1 Meeta K. Mehta Chair Person
2 Rohit Mathur Member
3 Amit Rambhia Member

The Audit Committee was reconstituted on 28th May 2018 vide CircularResolution passed by the Board of Directors and currently the Committee comprises asfollows;

Name of the Committee Member Position in the Committee
1 Meeta K. Mehta Chair Person
2 Rohit Mathur Member
3 Amit Rambhia Member
4 Bhavin Vinod Adani Member

During the year under review there were 6 (Six) Meetings held on 18thApril 2017; 23rd May 2017; 18th August 2017; 12th September 2017; 14th November 2017and 13th February 2018. The details of attendance of each Director at the Audit CommitteeMeetings are given below;

Name of the Member

No. of Committee Meetings eligible

No. of Committee Meetings attended

1 Meeta K. Mehta

6

6

2 Rohit Mathur

6

6

3 Amit Rambhia

6

6

Nomination & Remuneration Committee

During the year under review the Nomination & RemunerationCommittee comprised of the following Directors;

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 21stApril 2017 and 13th February 2018. The details of attendance of each Director at theNomination & Remuneration Committee Meetings are given below;

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

2

Stakeholders' Relationship Committee

During the year under review the Stakeholders' Relationship Committeecomprised of the following Directors;

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 13thFebruary 2018. The details of attendance of each

Director at the Stakeholders' Relationship Committee Meetings are givenbelow;

Name of the Member

No. of Committee Meetings eligible

No. of attended

Committee

Meetings

1 Rohit Mathur

1

1

2 Nikit Rambhia

1

1

3 Bhavin Adani

1

1

The details of complaints received and resolved during the FinancialYear 2017-18 are given in the table below:

Particulars

No. of Complaints

Opening as on 1st April 2017

-

Received during the year

-

Resolved during the year

-

Closing as on 31st March 2018

-

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 Questioner and feedbackform for evaluation of individual Directors Board as a whole Chairman committees andIndependent Directors which format forms a part of the policy. Thereafter Nomination& Remuneration Committee evaluated every Director including Independent Director on13th February 2018 and submitted a report on evaluation to the Chairman of the Company.

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 on13th February 2018 as required under Schedule IV to the Act (Code for IndependentDirectors) and Regulation 25(3) of the Listing Regulations.

At the meeting following matters were taken up;

reviewed the performance of Non-Independent Directors and the Board asa whole. reviewed the performance of the Chairperson of the Company. assess the qualityquantity and timeliness of flow of information.

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 sixty as on31st March 2018. Material disclosures in the Human Resource front have been detailedunder the head "Human Resource" in the Management Discussion & Analysiswhich forms a part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Auditor

The Members of the Company at their 10th Annual General Meeting (AGM)held in 2017 approved the appointment of M/s. KPB & Associates Chartered Accountants(Firm Registration No. 114841W) as statutory auditors of the Company for a term of fiveyears and to hold office till conclusion of the Annual General Meeting to be held in theyear 2022.

M/s. KPB & Associates the Statutory Auditor of the Company for theFinancial Year 2017-18 have conducted the audit for the said period. There are noqualifications reservations or adverse remarks made by M/s. KPB & Associates intheir report and hence do not call for any further explanation or comments from the Boardunder Section 134(3) of the

Companies Act 2013. Further the specific notes forming part of theAccounts referred to in the Auditor's Report read with the notes to financial statementsas referred to therein are self-explanatory and give complete information and addressesthe observations if any.

Secretarial Audit

Mr. Piyushkumar Parmar Company Secretaries was appointed asSecretarial Auditor of the Company to conduct secretarial audit pursuant to the provisionsof Section 204 of the Companies Act 2013 for the Financial Year 2017-18. However Mr.Piyushkumar Parmar has submitted his resignation to the Company for conducting theSecretarial Audit.

Thereafter the Company approached M/s. D. M. ZAVERI & CO. CompanySecretaries for appointment as Secretarial Auditor and upon receipt of their consentM/s. D. M. ZAVERI & CO. were appointed to conduct Secretarial Audit for FinancialYear 2017-18.

Secretarial Audit Report as issued by M/s. D. M. ZAVERI & CO.Company Secretaries Secretarial Auditor of the Company forms part of this Director'sReport and is marked as "Annexure C". 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 2013and the Companies (Accounts) Rules 2014 the Board of Directors of the Company haveappointed M/s. Sanket Sangoi & Associates to conduct internal audit reviews for theCompany.

Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act 2013read with second proviso of Rule 3 of The Companies (Cost Records and Audit) Rules 2014Company is exempted 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)Regulations 2015 Management Discussion & Analysis Report forms a part of the AnnualReport and 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. The Whistle Blower Policy hasbeen posted on the Company's website at www.panachedigilife.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 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 2017-18.

Public Deposit

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 2018.

Further in compliance with 1st proviso of Rule (2)(1)(c)(viii) of theCompanies (Acceptance of Deposits) Rules 2014 read with amendment rules thereto duringthe year under review the Company has accepted loans from directors and their relativesfor 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.

Name of the person Relation with the Company

Amount received during the year in Rs.

Amount Outstanding as on 31/03/2018

(in Rs.)

1 Amit Rambhia Managing Director

6800000

0

2 Nikit Rambhia Joint Managing Director

2180000

0

3 Devchand Rambhia Whole- Time Director

4675000

0

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. Please refer Note 6 & 7 to theStandalone 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 the Companies (Accounts) Rules 2014 is provided asAnnexure D 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 2018 is provided in the prescribed Form MGT 9 as Annexure E which formspart of Directors Report.

Particulars of Employees and related disclosures

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 obtaining the same may write to the CompanySecretary at the Registered Office of the Company. The said information is available forinspection by the Members at the Registered Office of the Company on any working day ofthe Company upto the date of the 11th Annual General Meeting.

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 F and forms part ofthis Report.

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 the Company's going concernstatus 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

There are no material changes and commitments affecting the financialposition of the Company from the financial year ended 31st March 2018 to the date ofsigning of the Director's Report.

POLICIES AND DISCLOSURE REQUIREMENTS

In the Financial Year 2017-18 pursuant to listing of shares of theCompany and in terms of provisions of the Act 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 Company's policy on Directors' appointment remuneration and othermatters provided in Section 178(3) of the Act forms part of Nomination and RemunerationPolicy and has been disclosed as Annexure G.

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 applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

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 arefollowed 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 and the Management Discussion and Analysismay be forward looking within the meaning of the applicable securities laws andregulations. Actual results may differ materially from those expressed in 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

For and on behalf of the Board of Directors of

Panache Digilife Limited

Amit Devchand Rambhia

Chairman & Managing Director

DIN: 00165919

Date: 13/08/2018

Place: Mumbai