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Panache Innovations Ltd.

BSE: 538742 Sector: Others
NSE: N.A. ISIN Code: INE516E01019
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NSE 05:30 | 01 Jan Panache Innovations Ltd
OPEN 20.10
PREVIOUS CLOSE 20.10
VOLUME 100
52-Week high 43.05
52-Week low 20.10
P/E 335.00
Mkt Cap.(Rs cr) 9
Buy Price 20.25
Buy Qty 25.00
Sell Price 20.10
Sell Qty 11.00
OPEN 20.10
CLOSE 20.10
VOLUME 100
52-Week high 43.05
52-Week low 20.10
P/E 335.00
Mkt Cap.(Rs cr) 9
Buy Price 20.25
Buy Qty 25.00
Sell Price 20.10
Sell Qty 11.00

Panache Innovations Ltd. (PANACHEINNOVAT) - Director Report

Company director report

To the Members of Panache Innovations Limited

Your Directors have pleasure in presenting the 38th Annual Report on the business andoperations of the Company together with the Audited Standalone & ConsolidatedFinancial Statement of Panache Innovations Limited (“the Company”) for thefinancial year ended March 31st 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 on12th August 2019 to approve this report in respect of the Company and its Consolidatedcomprising the Company and its subsidiaries.

STATE OF THE COMPANY'S AFFAIRS

Financial Results

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

(Rs. in lakhs)
Particulars Financial Year Ended
Standalone Consolidated
31/03/2019 31/03/2018 31/03/2019 31/03/2018
Revenue from operations (net) 832.42 3488.73 1031.47 4008.44
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments 18.10 38.42 (31.17) 72.58
Depreciation and amortization expenses 1.26 1.26 1.26 1.26
Finance Cost 0.00 0.00 0.00 0.00
Profit before tax (PBT) 16.84 36.54 (32.43) 70.70
Profit after tax and minority interest (PAT) 12.60 29.17 (36.66) 63.29

*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 Companies Act 2013.

Standalone Performance

During the year under review the Company achieved total revenue of 832.42 Lakhs ascompared to 3488.73 Lakhs in the previous year.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) stood at18.10 Lakhs in the current year as compared to 38.42 Lakhs in the previous year.

The Company registered growth of (56.80) % in the Net Profit after Tax which stood at12.60 Lakhs as compared to 29.17 Lakhs in the previous year.

Consolidated

During the year under review the Company achieved consolidated total revenue of1031.47 Lakhs as compared to 4008.44 Lakhs in the previous year.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) stood at(31.17) Lakhs in the current year as compared to 72.58 Lakhs in the previous year.

The Company incurred a loss of (157.92)% in the Net Profit after Tax which stood at(36.66) Lakhs as compared to 63.29 Lakhs in the previous year.

DIVIDEND

Keeping in view the future fund requirements of the Company and strategy of the Companyfor rewarding Members your directors are pleased to recommend a dividend of 0.25 perequity share of Face Value of 10/- on 3039900 Equity Shares (excluding the Equity Shareupon which the members have waived/forgone his/their right to receive the dividend byhim/them for Financial Year 2018-19) for the financial year 2018-19. The dividend ifapproved by the members of the Company in the 38th AGM shall be subject to DividendDistribution Tax to be paid by your Company but will be tax-free in the hands of theMembers. The Final Dividend amount if declared shall be 759975/- plus applicableDividend Distribution Tax 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 3039900 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. 71350.50/-

TRANSFER TO RESERVE

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

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.

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 37th AGM for the amendment inthe object clause of the Memorandum of Association.

SHARE CAPITAL

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 anddoes not have any scheme to fund its employees to purchase the shares of the Company.

SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

A list of bodies corporate which are subsidiaries of your Company as on 31st March2019 is as follows;

Eddy & Andy International Limited (Hong Kong) Wholly Owned Subsidiary
*Panache Innovations DMCC (Dubai-UAE) Wholly Owned Subsidiary

*During the year under review the Company in its Board meeting dated 12th November2018 decided to initiate the process to close Panache Innovations DMCC Wholly OwnedSubsidiary of the Company due to poor performance and sluggish market conditions inDubai.

The Board of Directors reviewed the affairs of the subsidiaries. In accordance withSection 129(3) of the Companies Act 2013 we have prepared Consolidated FinancialStatements of the Company and its Subsidiaries viz. Eddy and Andy International Limitedand Panache Innovations DMCC in accordance with Indian Accounting Standards notifiedunder the Companies (Indian Accounting Standards) Rules 2015 (‘Ind AS') which formspart of this Annual Report. A statement containing the salient features of the financialposition of the subsidiary companies in Form AOC-1 is annexed as Annexure I. In accordancewith Section 136 of the Companies Act 2013 the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of subsidiaries is also available on our website at www.panachemodera.com.

The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at www. panachemodera.com

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.

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 havebeen 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 Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 internal financial controls are adequate and are operatingeffectively;

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.

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 atrustee of its shareholders and acknowledges its responsibilities towards them forcreation and safeguarding their wealth. The Company has set itself the objective ofexpanding its capacities.

However as per provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a separate report on Corporate Governance underRegulation 27 (2) is not applicable to the Company.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds ofrisks both internal and external which it faces in day to day operations of the Company.Risk Management Policy of the Company outlines different kinds of risks and riskmitigating measures to be adopted by the Board. The Company has adequate internal controlsystems and procedures to combat the risk. The Risk management procedure will be reviewedby the Audit Committee and Board of 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.panachemodera.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.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report as required under SEBI (LODR)Regulations 2015 forms part of the Annual Report is attached herewith marked as AnnexureII.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

PREVENTION OF INSIDER TRADING

Your Company has approved and adopted new “Code of Conduct for 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” on 31st March 2019effective 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.panachemodera.com

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors

During the year under review following change took place in the Board of Directors;

Mr. Anil Jaychand Dagade (holding DIN: 02701030) who was appointed as AdditionalIndependent Director of the Company for a term of Five years with effect from 31st March2018 at the Board meeting held on same day was approved by Members in the Annual GeneralMeeting of the Company held on 27th September 2018.

During the year 2019-20 following changes were made in the Board of Directors &Key Managerial Personnel of the Company:

Board appointed Mr. Prakash Mavji Vichhivora (holding DIN: 03123043) as AdditionalDirector and designated as “Managing Director” of the Company w.e.f. 30th May2019 who shall hold office upto the date of ensuing AGM for a period of 5 years witheffect from 30th May 2019 and the same is being proposed to the members for theirapproval in 38th AGM.

Board appointed Mr. Hetal Mavji Vichhivora (holding DIN:03123060) as AdditionalDirector and designated as “Whole-Time Director and Chief Financial Officer” ofthe Company w.e.f. 30th May 2019 who shall hold office upto the date of ensuing AGM for aperiod of 5 years with effect from 30th May 2019 and the same is being proposed to themembers for their approval in 38th AGM.

Mr. Jayachandran Sunderamoorthy (holding DIN: 07706021) has resigned from the post of“Whole-Time Director & Chief Financial Officer” with effect from 30th May2019. Upon request of Mr. Amit Devchand Rambhia (holding DIN: 00165919) re-designated Mr.Amit Devchand Rambhia from Chairman & Managing Director of the Company to Chairman& Non-Executive Director of the Company w.e.f 30th May 2019 and the same is beingproposed to the members for their approval in 38th AGM.

Mr. Priyank Sangoi is Company Secretary & Compliance Officer.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Amit Devchand Rambhia (holding DIN: 00165919) 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 38thAGM.

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 and at the firstmeeting of the Board of Directors in every financial year confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI (LODR) Regulations 2015. Also in the opinion of theBoard the Independent directors meet the said criteria.

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.However in case of an exigency or urgent business matters the Board's approval is takenby passing Resolutions by Circulation or on a shorter notice for such matters as permittedby law. The notice of Board meeting is given well in advance to all the Directors of theCompany.

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

During the Financial Year 2018-19 Total 4 (Four) meetings of the Board of Directors ofthe Company were held on 30th May 2018 14th August 2018 12th November 2018 and 12thFebruary 2019. The details of attendance of each Director at the Board Meetings are givenbelow;

Sr. No. Name of Director No. of meetings eligible No. of Board Meetings attended Attendance at 37th AGM 27th September 2018
1 Amit Devchand Rambhia 4 4 Yes
2 J ayachandran Sunderamoorthy 4 4 Yes
3 Rohit Mathur 4 3 No
4 Meeta Mehta 4 4 Yes
5 Anil Jaychand Dagade 4 4 Yes

During the year under review there was one General Meeting held on 27th 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 the 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 Members;

Sr. No. Name of the Committee Member Position in the Committee
1 Mrs. Meeta K. Mehta Chairperson
2 Mr. Rohit Mathur Member
3 Mr. Amit Rambhia Member
4 *Mr. Anil Jaychand Dagade Member

*The Audit Committee was reconstituted on 28th May 2018 vide Circular Resolutionpassed by the Board of Directors for adding Mr. Anil Jaychand Dagade to the Committee;

The Audit Committee was reconstituted on 12th August 2019 by the Board of Directorsand currently the Committee comprises as follows;

Sr. No. Name of the Committee Member Position in the Committee
1 Mrs. Meeta K. Mehta Chairperson
2 Mr. Gaurav Pratap Singh Member
3 Mr. Amit Rambhia Member
4 Mr. Anil Jaychand Dagade Member

During the year under review there were Total 4 (Four) meetings of the Audit Committeeof the Company were held on 30th May 2018 14th August 2018 12th November 2018 and12th February 2019. The details of attendance of each Member at the Audit Committee aregiven below;

Sr. No. Name of Member No. of Committee Meetings eligible No. of Committee Meetings attended
1 Mrs. Meeta Mehta 4 4
2 Mr. Amit Rambhia 4 4
3 Mr. Rohit Mathur 4 3
4 Anil Jaychand Dagade 4 4

Nomination and Remuneration Committee:

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

Sr. No. Name of Member Position in the Committee
1 Mr. Rohit Mathur Chairman
2 Mrs. Meeta Mehta Member
3 Mr. Anil Jaychand Dagade Member

During the year 2019-20 pursuant to changes in the Directors the Nomination andRemuneration Committee was reconstituted on 29th May 2019 as follows:

Sr. No. Name of Member Position in the Committee
1 Mr. Rohit Mathur Chairman
2 Mr. Anil Jaychand Dagade Member
3 Mrs. Meeta Mehta Member
4 Mr. Amit Rambhia Member

The Nomination and Remuneration Committee was reconstituted on 12th August 2019 by theBoard of Directors and currently the Committee comprises as follows;

Sr. No. Name of the Committee Member Position in the Committee
1 Mr. Anil Jaychand Dagade Chairman
2 Mrs. Meeta K. Mehta Member
3 Mr. Gaurav Pratap Singh Member
4 Mr. Amit Rambhia Member

During the year under review there was 1 (One) Meeting held on 12th February 2019. Thedetails of attendance of each Member at the Nomination and Remuneration Committee Meetingsare given below;

SN Name of Member No. of Committee Meetings eligible No. of Committee Meetings attended
1 Mrs. Meeta Mehta 1 1
2 Mr. Rohit Mathur 1 1
3 Mr. Anil Jaychand Dagade 1 1

Stakeholders Relationship Committee:

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

Sr. No. Name of Member Position in the Committee
1 Mr. Rohit Mathur Chairman
2 Mrs. Meeta Mehta Member
3 Mr. Amit Rambhia Member

During the year 2019-20 pursuant to changes in the Directors the StakeholdersRelationship Committee was reconstituted on 29th May 2019 as follows:

Sr. No. Name of Member Position in the Committee
1 Mr. Rohit Mathur Chairman
2 Mrs. Meeta Mehta Member
3 Mr. Amit Rambhia Member
4 Mr. Anil Jaychand Dagade Member

During the year 2019-20 pursuant to changes in the Directors the StakeholdersRelationship Committee was reconstituted on 12th August 2019 by the Board of Directorsand currently the Committee comprises as follows;

Sr. No. Name of the Committee Member Position in the Committee
1 Mr. Gaurav Pratap Singh Chairman
2 Mrs. Meeta K. Mehta Member
3 Mr. Anil Jaychand Dagade Member
4 Mr. Amit Rambhia Member

During the year under review there was 1 (One) Meeting held on 12th 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 Mr. Rohit Mathur 1 1
2 Mrs. Meeta Mehta 1 1
3 Mr. Amit Rambhia 1 1

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

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

Note: The Complaint received in the last quarter of financial year 2018-19 was dulyresolved in the 1st Quarter of financial year 2019-20.

Annual Evaluation process

Pursuant to Companies Act 2013 and SEBI (LODR) Regulations 2015 the Company has“Directors Performance Evaluation Policy” in place which got amended on 12thFebruary 2019. In accordance with the said Policy all the Directors had filled upQuestioner and feedback form for evaluation of individual Directors Board as a wholeChairman committees and Independent Directors which format forms a part of the policy.Thereafter Board evaluated every Director including Independent Director on 12th February2019.

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 12th 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;

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

• reviewed the performance of the Chairperson of the Company.

• 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 relations with the employees remainedcordial in all respects. The total number of employees on the rolls of the Company werethree 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 Audit

M/s. Jain Salia & Associates the Statutory Auditor of the Company for theFinancial Year 2018-19 have conducted the audit for the said period. There are noqualifications reservations or adverse remarks made by M/s. Jain Salia & Associatesin their report and hence do not call for any further explanation or comments from theBoard under Section 134(3) of the Companies Act 2013. Further the specific notes formingpart of the Accounts referred to in the Auditor's Report read with the notes to financialstatements as referred to therein are self-explanatory and give complete information andaddresses the observations if any.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. SARK & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the year 2018-19. The Secretarial Audit Reportconfirm that the company has complied with the applicable laws. The Secretarial AuditReport forms part of this Annual Report and is attached herewith marked as Annexure III.

Internal Auditor:

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

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

There are no 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 Directors 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 Chairperson of Audit Committee. The said policyis amended on 31st March 2019 and effective from 1st April 2019 in order to incorporatethe amendments as per Securities and Exchange Board of India (Prohibition of InsiderTrading) (Amendment) Regulations 2019.

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. Further the Company has not received any complaint of sexualharassment during the financial year 2018-19.

Significant and Material Orders Passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

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 Companies (Accounts) Rules 2014 is attached as Annexure IV 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 V which forms part of DirectorsReport and also available at website of the Company at www.panachemodera.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 VI 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 38th AGM.

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.panachemodera.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. panachemodera.com.

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.

By order of the Board of Directors of
Panache Innovations Limited
Amit Devchand Rambhia
Date: 12/08/2019 Chairman
Place: Mumbai DIN: 00165919