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Panache Innovations Ltd.

BSE: 538742 Sector: Others
NSE: N.A. ISIN Code: INE516E01019
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VOLUME 4
52-Week high 40.85
52-Week low 30.60
P/E 43.24
Mkt Cap.(Rs cr) 14
Buy Price 32.00
Buy Qty 116.00
Sell Price 35.00
Sell Qty 50.00
OPEN 32.00
CLOSE 32.00
VOLUME 4
52-Week high 40.85
52-Week low 30.60
P/E 43.24
Mkt Cap.(Rs cr) 14
Buy Price 32.00
Buy Qty 116.00
Sell Price 35.00
Sell Qty 50.00

Panache Innovations Ltd. (PANACHEINNOVAT) - Director Report

Company director report

To the Members of

Panache Innovations Limited

Your Directors have pleasure in presenting the 37th Annual Report on thebusiness and operations of the Company together with the Audited Standalone &Consolidated Financial Statement of Panache Innovations Limited ("the Company")for the financial year ended March 31st 2018.

STATE OF THE COMPANY'S AFFAIRS

Financial Results

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

Particulars Financial Year Ended
Standalone Consolidated
31/03/2018 31/03/2017 31/03/2018 31/03/2017
Revenue from operations (net) 3488.73 1099.95 4008.44 1120.63
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments 37.20 35.54 71.35 39.33
Depreciation and amortization expenses 1.26 1.22 1.26 1.22
Finance Cost 0.11 0.15 0.10 0.15
Profit before tax (PBT) 35.83 34.17 69.99 37.96
Profit after tax and minority interest (PAT) 29.17 27.51 63.30 31.30

*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 3488.73 Lakhs ascompared to 1099.95 Lakhs in the previous year representing a year-on-year growth of217.17%.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) stood at37.20 Lakhs in the current year as compared to 35.54 Lakhs in the previous yearrepresenting a year-on-year growth of 4.67%.

The Company registered growth of 6.03% in the Net Profit after Tax which stood at 29.17Lakhs as compared to 27.51 Lakhs in the previous year.

Consolidated

During the year under review the Company achieved consolidated total revenue of4008.44 Lakhs as compared to 1120.63 Lakhs in the previous year representing ayear-on-year growth of 257.70%.

The Earnings before Interest Depreciation Tax and Appropriations (EBITDA) stood at71.35 Lakhs in the current year as compared to 39.33 Lakhs in the previous yearrepresenting a year-on-year growth of 81.41%.

The Company registered growth of 102.23% in the Net Profit after Tax which stood at63.30 Lakhs as compared to 31.30 Lakhs in the previous 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 0.50 per equity share of Face Value of 10/- on 3039900 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 2017-18) for the financial year2017-18. The dividend if approved by the members of the Company in the AGM shall besubject to Dividend Distribution Tax to be paid by your Company but will be tax-free inthe hands of the Members.

Members belonging to the promoter group of your Company have waived their right toreceive dividend for the Financial Year 2017-18 and hence the Dividend if any approvedby the Members at the ensuing Annual General Meeting shall be only upon 3039900 EquityShares.

TRANSFER TO RESERVE

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

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 2018.

CHANGE IN NATURE OF BUSINESS IF ANY

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

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

During the year under review Panache Innovations DMCC became Wholly Owned Subsidiaryof your Company. The Board of Directors reviewed the affairs of the subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared ConsolidatedFinancial Statements of the Company and its Subsidiaries viz. Eddy and Andy InternationalLimited and Panache Innovations DMCC in accordance with Indian Accounting Standardsnotified under the Companies (Indian Accounting Standards) Rules 2015 (‘Ind AS')which forms part of this Annual Report. A statement containing the salient features of thefinancial position of the subsidiary companies in Form AOC-1 is annexed as Annexure I. Inaccordance with Section 136 of the Companies Act 2013 the audited financial statementsincluding the consolidated financial statements and related information of the Company andaudited accounts of subsidiaries is also available on our website at www.panache.co.in.

The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at www.panache.co.in

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 standardshave been followed along with proper explanation relating to material departures;

B. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the company for that period;

C. the directors had taken proper and sufficient care for the maintenance ofadequate accounting 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 theprovisions of all applicable laws are in place and such systems are adequate and operatingeffectively.

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 onthe topic please refer to the Management Discussion and Analysis report which form partof the Annual Report. Policy on Risk Management is available on the website of the Companywww.panache.co.in

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

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

All Related Party Transactions are placed before the Board / Audit Committee forapproval. Prior omnibus approval of the Board / Audit Committee is obtained for thetransactions which are of a foreseen or repetitive in nature. A statement of all RelatedParty Transactions is placed before the Board / Audit Committee for its review on ameeting to meeting basis specifying the nature value and terms and conditions of thetransactions.

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 AnnexureIII.

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.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors & KMP

During the year under review following changes took place in the Board and KeyManagerial Personnel;

• Mr. Manan Mayur Trivedi was appointed as Chief Financial Officer of the Companyby the Board of Directors with effect from 27th April 2017.

• Mr. Vijay Patil had resigned from the post of Company Secretary & ComplianceOfficer of the Company with effect from 26th August 2017.

• Mr. Manan Trivedi resigned from the post of Chief Financial Officer of theCompany with effect from 25th October 2017.

• Mr. Jayachandran Sunderamoorthy (holding DIN: 07706021) was liable to retire byrotation and being eligible was re-appointed as Whole-Time Director of the Company at the36th Annual General Meeting held on 21st September 2017.

• Mr. Jayachandran Sunderamoorthy (holding DIN: 07706021) was re-appointed asWhole-Time Director of the Company for a period of 3 years by the Board of Directors on 11thJanuary 2018 with effect from 14th January 2018 subject to the approval ofMembers in the ensuing Annual General Meeting.

• Mr. Priyank Sangoi was appointed as Company Secretary and Compliance Officerwith effect from 11th January 2018.

• Mr. Jayachandran Sunderamoorthy (holding DIN: 07706021) was appointed as ChiefFinancial Officer of the Company and re-designated as "Whole-Time Director &Chief Financial Officer" with effect from 12th February 2018 at theBoard meeting held on same day subject to the approval of Members in the ensuing AnnualGeneral Meeting.

• Mr. Anil Jaychand Dagade (holding DIN: 02701030) was appointed as AdditionalIndependent Director of the Company for a term of Five years with effect from 31stMarch 2018 at the Board meeting held on same day subject to the approval of Members inthe ensuing Annual General Meeting.

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) ManagingDirector of the Company retires by rotation at ensuing Annual General Meeting and beingeligible offers himself for reappointment. The Board recommends his reappointment asDirector liable to retire by rotation at the ensuing Annual General Meeting.

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 2017-18 Total 8 (Eight) meetings of the Board of Directorsof the Company were held on 27th April 2017 22nd May 2017 18thAugust 2017 12th September 2017 14th November 2017 11thJanuary 2018 12th February 2018 and 31st March 2018. The detailsof attendance of each Director at the Board Meetings are given below;

Sr. No. Name of Director No. of meetings eligible No. of Board Meetings attended
1 Amit Devchand Rambhia 8 8
2 Jayachandran Sunderamoorthy 8 8
3 Rohit Mathur 8 8
4 Meeta Mehta 8 8
5 Anil Jaychand Dagade N.A N.A

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 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

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

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

During the year under review there were Six (6) Meetings held on 27th April2017 22nd May 2017 18th August 2017 12th September2017 14th November 2017 and 12th February 2018. The details ofattendance of each Director at the Audit Committee Meetings are given below;

Sr. No. Name of Member No. of Committee Meetings eligible No. of Committee Meetings attended
1 Mrs. Meeta Mehta 6 6
2 Mr. Amit Rambhia 6 6
3 Mr. Rohit Mathur 6 6

Nomination and Remuneration Committee:

Composition of Nomination and Remuneration Committee comprised of the followingDirectors:

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

The Nomination and Remuneration Committee was reconstituted on 11th January2018 by the Board of Directors and the Committee comprised as follows;

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

The Nomination and Remuneration Committee was reconstituted on 31st March2018 by the Board of Directors and currently the Committee comprises as follows;

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

During the year under review there were four (4) times during the financial year2017-18 on 27th April 2017 11th January 2018 12thFebruary 2018 and 31st March 2018.

SN Name of Member No. of eligible Committee Meetings No. of attended Committee Meetings
1 Mrs. Meeta Mehta 4 4
2 Mr. Amit Rambhia 2 2
3 Mr. Rohit Mathur 4 4
4 Mr. Jayachandran Sunderamoorthy 2 2
5 Mr. Anil Jaychand Dagade N.A N.A

Stakeholders Relationship Committee:

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

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 under review there was 1 (One) Meeting held on 12thFebruary 2018. The details of attendance of each Director at the Stakeholders'Relationship Committee Meetings are 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 2017-18 aregiven in the table below:

Particulars No. of Complaints Attended
Opening as on 1st April 2017 -
Received during the year -
Resolved during the year -
Closing as on 31st March 2018 -

During the year under review there was one General Meeting held on 19thSeptember 2017 i.e. Annual General Meeting and all the Four Directors were present at thesaid meeting.

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.

Annual Evaluation process

Pursuant to Companies Act 2013 and SEBI (LODR) Regulations 2015 the Company has "DirectorsPerformance Evaluation Policy" in place. In accordance with the said Policy allthe Directors had filled up Questioner and feedback form for evaluation of individualDirectors Board as a whole Chairman Committees and Independent Directors which formatforms a part of the policy. Thereafter Nomination & Remuneration Committee evaluatedevery Director including Independent Director on 12th February 2018 andsubmitted a report on evaluation to the Chairman of the Company.

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 12thFebruary 2018 as required under Schedule IV to the Act (Code for Independent Directors)and Regulation 25(3) of the Listing Regulations.

At the meeting following matters were taken up;

• reviewed the performance of Non-Independent Directors and 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 Company recognizes talent and has judiciously followed theprinciple of rewarding performance. The total number of employees on the rolls of theCompany were seven as on 31st March 2018. Material disclosures in the HumanResource front have been detailed under the head "Human Resource" in theManagement Discussion & Analysis which forms a part of the Annual Report.

AUDITORS AND AUDITORS' REPORT

Statutory Audit

The Members of the Company at their 36th Annual General Meeting (AGM) heldin 2017 approved the appointment of M/s. Jain Salia & Associates CharteredAccountants Mumbai (Firm Registration No.116291W) as statutory auditors of the Companyfor a term of five years and to hold office till conclusion of the Annual General Meetingto be held in the year 2022.

M/s. Jain Salia & 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. 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 Ms. Payal Tachak a Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year 2017-18. 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 IV.

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.

EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS' REPORT

The Regional Director (RD) Kolkata vide its order dated April 24 2018 approved theshifting of Company's registered office from the State of West Bengal to the State ofMaharashtra.

The Board on August 1 2018 vide their resolution passed through circulation haveapproved the registered office address in Bhiwandi situated at 2nd FloorBuilding No. A3 Unit No. 201A Babosa Industrial Park Mumbai-Nashik Highway (NH3)Saravali Village Talathi Saja Temghar Taluka Bhiwandi Dist. Thane 421302 MaharashtraIndia' with effect from August 1 2018.

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 WhistleBlower Policy has been posted on the Company's website at www.panache.co.in

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 2017-18.

Significant and Material Orders Passed by the Regulators or Courts

The prayer was filed by the Company before the Hon'ble Court of Chief JudicialMagistrate Alipore Kolkata for compounding and disposal of case no. C.C. No.6330A/14 of 2014 and C.C. No. C/2523/14 of 2014 which was filed before the saidHon'ble Court by the Office of the Registrar of Companies West Bengal for the violationunder Section 220 of the erstwhile Companies Act 1956. Pursuant to same the Hon'bleCourt passed an order dated 10/01/2018 and 15/02/2018 respectively for both the cases inthe following manner:

For C.C. No. 6330A/14 of 2014: Company was imposed a fine of Rs. 500/-wherein total fine involved in the order was Rs. 1000/-

For C.C. No. C/2523/14 of 2014: Company was imposed a fine of Rs. 500/-wherein total fine involved in the order was Rs. 2500/-

Your Company has paid the fine to the Hon'ble Court within the stipulated period.

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. Please refer Note 45 & 10 to the StandaloneFinancial 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 V which forms partof 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 31stMarch 2018 is provided in the prescribed Form MGT 9 as Annexure VI which forms part ofDirectors Report.

Particulars of Employees and related disclosures

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 any working day of the Company upto thedate of the 37th Annual General Meeting.

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 VII and forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company is attached herewith marked asAnnexure VIII and also placed on its website www.panache.co.in.

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 cooperation extendedby 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: 14/08/2018 Chairman & Managing Director
Place: Mumbai DIN: 00165919