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Panth Infinity Ltd.

BSE: 539143 Sector: Others
NSE: N.A. ISIN Code: INE945O01019
BSE 00:00 | 23 Jul 9.91 0.41
(4.32%)
OPEN

9.50

HIGH

9.97

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9.15

NSE 05:30 | 01 Jan Panth Infinity Ltd
OPEN 9.50
PREVIOUS CLOSE 9.50
VOLUME 23642
52-Week high 15.61
52-Week low 4.30
P/E 198.20
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.50
CLOSE 9.50
VOLUME 23642
52-Week high 15.61
52-Week low 4.30
P/E 198.20
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panth Infinity Ltd. (PANTHINFINITY) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 27th Annual Report of your Companytogether with the Audited Financial Statements and Auditors' Report for the year ended 31stMarch 2020.

1. FINANCIAL PERFORMANCE:-

The Company's financial performance during the year ended 31st March 2020compared to the previous year is summarized below:

Particulars F. Y. 2019-20 F. Y. 2018-19
Income From Operations 176825127.18 156672889.31
Other Income 145.00 376.00
Total Income 176825272.18 156673265.31
Profit/(Loss) before Exceptional/Extraordinary Items and tax (293625.24) 630962.02
Add/(Less): Exceptional/Extraordinary items
- Loss on Sale of land (1198302.00) (403431.00)
- Profit on sale of investment 15904250.00 750000.00
- Short Term Capital Gain 4070.00

-

Profit/(Loss) Before Tax 14416392.76 977531.02
Less: Tax Expenses
- Current Tax 56660.00 300000.00
- Deferred Tax 42589.00 (19556.00)
Net Profit/(Loss) After Tax 14317143.76 697087.02

2. REVIEW OF OPERATIONS:-

The Income from Operation of your Company for the year 2019-20 was increased to Rs.176825127.18 as against Rs. 156672889.31 of the previous year. Also the Company'sNet Profit after tax has been increased to Rs. 14317143.76 for the year 2019-20 asagainst the Net Profit after tax of Rs. 697087.02 of the previous year. Net Profit aftertax was increased due to profit on sale of investment.

3. TRANSFER TO RESERVES:-

During the year under review your Directors have not proposed to transfer any amountto Reserves.

4. DIVIDEND:-

During the year under review your Directors have not recommended any Dividend onEquity Shares of the Company with a view to conserve resources for expansion of business.

5. PUBLIC DEPOSITS:-

During the year under review your Company has neither accepted nor renewed any PublicDeposits within the meaning of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

6. SHARE CAPITAL:-

During the year under review your Company's issued subscribed & paid up EquityShare Capital remains unchanged to Rs. 123250000/- (Rupees Twelve Crore Thirty Two LakhFifty Thousand) divided into 12325000 (One Crore Twenty Three Lakh Twenty FiveThousand) Equity Shares of Rs. 10/- each.

7. BOARD OF DIRECTORS:-

Mr. Shwet Koradiya (DIN: 03489858) Ms. Surbhi Mudgal (DIN: 07289164) and Mr. HiteshPatel (DIN: 07851008) were the Directors on the Board at the beginning of financial year.However the following changes were occurred till the date of the approval of DirectorsReport.

Mr. Shwet Koradiya Director of the Company liable to retire by rotation has beenappointed in the 26th Annual General Meeting of the Company held on 24thSeptember 2019.

Mr. Jinay Koradiya has been appointed as an Additional Director of the Companyw.e.f. 14th August 2019 and then appointed as a Managing Director of theCompany w.e.f. 24th September 2019 and further he appointed as a Chairman ofthe Company w.e.f. 14th November 2019.

Mr. Hardik Shah has been appointed as an Additional Director of the Company inIndependent capacity w.e.f. 14th November 2019 in the Board Meeting held on 14thNovember 2019 and he is proposed to be appointed as a Director of the Company inIndependent capacity in this ensuing AGM to be held on 30th September 2020.

Mrs. Falguni Raval has been appointed as an Additional Director of the Company inIndependent capacity w.e.f. 14th November 2019 in the Board Meeting held on 14thNovember 2019 and she is proposed to be appointed as a Director of the Company inIndependent capacity in this ensuing AGM to be held on 30th September 2020.

Mr. Shwet Koradiya had resigned from the post of Chairman & Director of theCompany w.e.f. 14th November 2019 and the same had been accepted by the Boardof Directors in Board Meeting held on 14th November 2019.

Ms. Surbhi Mudgal Independent Director of the Company had resigned from the post ofDirectorship of the Company w.e.f. 14th November 2019 and the same had beenaccepted by the Board of Directors in Board Meeting held on 14th November2019.

Your Company had 4 (Four) Directors as on 31st March 2020 namely:

1. Mr. Jinay Koradiya - Chairman and Managing Director
2. Mr. Hitesh Patel - Independent Director
3. Mr. Hardik Shah - Independent Director
4. Mrs. Falguni Raval - Independent Director

However after the closing of the financial year the following changes were occurred:

Mrs. Neha Patel has been appointed as an Additional Director of the Company inProfessional capacity w.e.f. 1st September 2020 in the Board Meeting held on31st August 2020 and she is proposed to be appointed as a Director of theCompany in Professional capacity in this ensuing AGM to be held on 30thSeptember 2020.

Ms. Sweety Rana has been appointed as an Additional Director of the Company inIndependent capacity w.e.f. 1st September 2020 in the Board Meeting held on 31stAugust 2020 and she is proposed to be appointed as a Director of the Company inIndependent capacity in this ensuing AGM to be held on 30th September 2020.

As per the provisions of the Companies Act 2013 office of Mr. Jinay KoradiyaChairman & Managing Director of the Company is liable to determine by retires byrotation at the ensuing Annual General Meeting and being eligible offer himself forre-appointment.

8. KEY MANAGERIAL PERSONNEL:-

Mr. Rahul Jalavadiya had resigned from the post of Chief Executive Officer of theCompany w.e.f. 30th May 2019 and the same has been accepted by Board ofDirectors in their Meeting held on 30th May 2019.

Ms. Krishna Naik had resigned from the post of Company Secretary & ComplianceOfficer of the Company w.e.f. 30th May 2019 and the same has been accepted byBoard of Directors in their Meeting held on 30th May 2019.

Mr. Jinay Koradiya Additional Director has been appointed as a Managing Director ofthe Company w.e.f. 24th September 2019.

Ms. Ricky Kapadia has been appointed as Company Secretary & Compliance Officer ofthe Company w.e.f. 19th March 2020.

After closing of the financial year Mr. Manish Samel has been appointed as a ChiefExecutive Officer of the Company w.e.f. 1st August 2020.

Presently following are the KMP of your Company namely:

a. Mr. Jinay Koradiya - Chairman & Managing Director
b. Ms. Mosam Mehta - Chief Financial Officer
c. Mr. Ricky Kapadia - Company Secretary & Compliance Officer
d. Mr. Manish Samel - Chief Executive Officer

9. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:

The Company has received necessary declaration from all the Independent Directors underSection 149(7) of the Companies Act 2013 stating that he/she meets the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation 25and 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations theCompany has formulated a programme for familiarising the Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company etc. through variousinitiatives. The detail of the aforementioned programme is available on the Company'swebsite at www.panthinfinitv.com.

The Company is in the process of updating details of independent Directors on theportal of Independent Director's Databank.

10. DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 theDirectors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March2020 the applicable Indian Accounting Standards have been followed and no materialdepartures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistentlyand judgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company at the end of the financial year31st March 2020 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operatingeffectively;

(vi) the proper systems have been devised to ensure compliance with the provisions ofall applicable laws have been devised and such systems were adequate and operatingeffectively.

11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:-

During the year under review no loan or guarantee was given to any person or BodyCorporate directly or indirectly by the Company and investments made by the Company arewithin the limits under Section 186 of the Companies Act 2013. The details of Investmentsare available in notes of Financial Statements.

12. MEETINGS OF BOARD OF DIRECTORS:-

During the year under review 6 (Six) Board Meetings were held. The intervening gapbetween the Meetings did not exceed the period prescribed under the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the details of which are givenin the Corporate Governance Report forming part of Annual Report. The Notice along withAgenda and Agenda items of each Board Meetings were given to each Director of the Company.

13. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committeesand all meetings held during the year 2019-20 are included in the Corporate GovernanceReport. During the year all the recommendations made by the Audit Committee were acceptedby the Board.

14. MEETINGS OF MEMBERS:-

During the year under review 26th Annual General Meeting of the Company washeld on 24th September 2019.

15. BOARD EVALUATION:-

In line with the Corporate Governance Guidelines of the Company Annual PerformanceEvaluation was conducted for all Board Members as well as the working of the Board and itsCommittees. The Board evaluation framework has been designed in compliance with therequirements under the Companies Act 2013 the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and in consonance with Guidance Note on Board Evaluationissued by SEBI in January 2017.

The performance of Chairman of the Board was reviewed by the Independent Directorstaking into account the views of the Executive Directors. The parameters considered wereleadership ability adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of theBoard Board communication and relationships functioning of Board Committees review ofperformance and compensation to Executive Directors succession planning strategicplanning etc.

Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings representation of shareholder interest and enhancingshareholder value experience and expertise to provide feedback and guidance to topmanagement on business strategy governance and risk understanding of the organization'sstrategy risk and environment etc.

Evaluation of Committees was based on criteria such as adequate independence of eachCommittee frequency of meetings and time allocated for discussions at meetingsfunctioning of Board Committees and effectiveness of its advice/recommendation to theBoard etc. The Board has also noted areas requiring more focus in the future.

16. PREVENTION OF INSIDER TRADING:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading incompliance with the SEBI (Prohibition & Insider Trading) Regulations 2015 as amendedfrom time to time with a view to regulate the trading in securities by the Directors andDesignated Persons of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of shares of the Company by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the ‘TradingWindow' is closed. The Board is responsible for implementation of the code. All Directorsand the designated Employees have confirmed compliance with the code.

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO:-

The particulars required to be included in terms of Section 134(3) of the CompaniesAct 2013 with regard to conservation of energy technology absorption foreign exchangeearnings and outgo are given as below:-

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence there is no extra stepstaken for energy saving. However Regular steps have been taken to improve energyconsumption by using LED lights in office premises. The Company is using inverter as analternate source of energy. During the year the Company has not made any capitalinvestment on energy conservation equipment.

B. Technology Absorption:

The project of your Company has no technology absorption. Hence no particulars areoffered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the company is NIL.

18. EXTRACT OF ANNUAL RETURN:-

As provided under Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 the extract of the Annual Return in formMGT-9 is attached to this report as "Annexure-1". The same is being also madeavailable on the Company's website www.panthinfinity.com.

19. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. The Internal Audit Department monitors and evaluates theefficacy and adequacy of Internal Control Systems in the Company its compliance withoperating systems accounting procedures and policies at all locations of the Company.Based on the report of Internal Audit function process owners undertake corrective actionin their respective areas and thereby strengthen the controls. Significant auditobservations and corrective actions suggested are presented to the Audit Committee of theBoard.

20. POLICY:-

? RISK MANAGEMENT POLICY:-

The composition of the Risk Management Committee is not applicable to your Company.However the Company has adopted a Risk Management policy in accordance with theprovisions of the Act and Regulation 17(9) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The Objective of this policy is to minimize the adverseimpact of various risks to business goals and objectives and to enhance the value ofStakeholders.

The Management has put in place adequate and effective system and man power for thepurposes of risk management. In the opinion of the Board there are no risks which wouldthreaten the existence of the Company.

? VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has adopted Vigil Mechanism/ Whistle Blower Policy in accordance with theSection 177(9) of the Companies Act 2013 read with Rule 7 of the Companies (Meetings ofBoard and its Powers) Rules 2014 and in accordance with Regulation 22 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for Directors andemployees of the Company to report concerns about unethical behavior. The Company promotesethical behaviour in all its business activities and has put in place a mechanism forreporting unethical behaviour fraud violations or bribery. The Company has VigilMechanism (Whistle Blower) Policy under which the employees are free to report violationsof applicable Laws and Regulations and the Code of Conduct the same can be accessedthrough the Chairman of the Audit Committee. The employees have the right/option to reporttheir concern/grievance to the Chairman of the Audit Committee. During the year underreview no employee was denied access to the Audit Committee. The Policy has been uploadedon the Company's website www.panthinfinitv.com.

? POLICY ON DIRECTORS APPOINTMENT & REMUNERATION:-

The Company's policy relating to Nomination and remuneration of Directors KMPs andSenior Management as stipulated in Section 178 of the Companies Act 2013 has beendisclosed in the Corporate Governance Report forming part of Annual Report. The Policyhas been uploaded on the Company's website www.panthinfinity.com.

? BOARD DIVERSITY POLICY:-

A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought process at the back of varied industrialand management expertise gender and knowledge. The board recognizes the importance ofdiverse composition and has adopted a Board Diversity Policy which sets out the approachto diversity. The Board Diversity Policy is available on our websitewww.panthinfinity.com.

21. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES:-

As on 31st March 2020 your Company does not have any Joint VenturesSubsidiaries and Associates Company.

22. CORPORATE SOCIAL RESPONSIBILITY:-

The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 are not applicable to the Company.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions entered into during the financial year were at arm'slength basis and/or in the ordinary course of business. All related Party Transactionswere placed before the Audit Committee and the Board for approval. Prior omnibus approvalof the Audit Committee has been obtained for the transactions which are of a foreseen andin repetitive nature. Policy on Transactions with Related Parties as approved by the Boardis uploaded on the Company's website www.panthinfinitv.com.

During the year your Company has not entered into any significant material relatedparty transactions. Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable.

Suitable disclosure as required under Ind-AS-24 has been made in Note to the FinancialStatement.

24. PARTICULARS OF EMPLOYEES:-

Information on particulars of employees' remuneration as per Section 197 of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is reported to be NIL as there are no employees who arein receipt of remuneration above the prescribed limit.

The details of top ten employees in terms of remuneration drawn for financial year2019-20 are as under:

Sr. Name of Employee No. Designation of Employee Remuneration for F.Y. 2019-20 Date of commencement of Employment
1 Mosam Mehta Chief Financial Office 240000 14/08/2018
2 Yash Koradiya Sales Executive 200000 01/12/2019
3 Ricky Kapadia Company Secretary & Compliance Officer 13419 19/03/2020

25. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHERDISCLOSURES:-

The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employees' Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act

2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as "Annexure-2".

26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.PROHIBITION AND REDRESSAL) ACT 2013:-

Your Company has complied with provisions relating to the constitution of InternalComplaints Committee pursuant to Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

During the year under review no complaints were received by the Company relating tosexual harassment at workplace. Further the Company ensures that there is a healthy andsafe atmosphere for every women employee at the workplace.

27. STATUTORY AUDITORS AND REPORT:-

M/s. A Biyani & Co. Chartered Accountants (FRN: 140489W) Mumbai were appointedas Statutory Auditors of the Company at the 24th Annual General Meeting held on21st September 2017 to hold office for a period of five years from conclusionof that Annual General Meeting till the conclusion of 29th Annual GeneralMeeting subject to ratification of their appointment by members at every Annual GeneralMeeting if so required by the Companies Act 2013. Vide notification dated May 07 2018;the Ministry of Corporate Affairs has done away with the requirement of seekingratification of members for appointment of auditors at every Annual General Meeting.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the 27th Annual General Meeting.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments. TheAuditors has not reported any matter of an offence of fraud to the Company required to bedisclosed under Section 143(12) of the Companies Act 2013.

28. INTERNAL AUDITORS AND REPORT:-

M/s. D C Jariwala & Co. Chartered Accountants Surat are serving as an InternalAuditor of the Company. The quarterly half-yearly and annual report from InternalAuditors were placed before the Audit Committee Meeting and Meeting of Board of Directorsrespectively.

29. SECRETARIAL AUDIT REPORT:-

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rule 2014 the Company has appointed Mr. Manish R. Patel Company Secretary inPractice Surat as a Secretarial Auditor to undertake the secretarial audit of theCompany. The Secretarial Audit Report in form MR-3 for Financial Year 2019-20 is attachedto this report as "Annexure-3".

The qualification reservation or adverse remarks as contained in Secretarial AuditReport and Management view on it are as under.

Sr. Secretarial Auditors' Qualification Reservation or No. adverse remarks Management Justification
1 The Company has not appointed a Company Secretary within a period of Six months from the date of last vacancy. This is non-compliance of Section 203(4) of the Companies Act 2013. On getting of suitable candidate the Company has appointed Company Secretary as a Compliance Officer of the Company w.e.f. 19th March 2020.
2 The Company has not appointed a qualified Company Secretary as the Compliance Officer of the Company for a period from 01-06-2019 to 18-03-2020. This is non- compliance of Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
3 Compliance Certificate for the half year ended 30th September 2019 was not signed by the Compliance Officer i.e. Company Secretary of the Company. This is non-compliance of Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Due to non-appointment of a qualified Company Secretary as a Compliance Officer of the Company Compliance Certificate for the half year ended 30th September 2019 was signed by the Chairman of the Company.
4 The Company has not paid Annual Listing fees of the Stock Exchanges within the prescribed time limit. This is non-compliance of Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Due to financial problem the Company has paid listing fees to both the Stock Exchanges after prescribed time.
5 Appropriate category in XBRL filing of Quarterly Corporate Governance Report filed for financial year 2019-20 was not selected. This is non-compliance of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Observation of the Secretarial Auditor is based on the facts and need no comments from the Board.
6 The Company has not submitted RTA Certificate for the quarter ended 30th June 2019 to the Stock Exchanges. This is non-compliance of Regulation 74(5) of SEBI (Depositories and Participants) Regulations 2018. Due to non-availability of qualified Company Secretary such kind of non-compliances was occurred.
7 The Company has not updated online information regarding change in employee upto two level below the CEO i.e. appointment of Company Secretary on portal of designated depository within two working days. This is non-compliance of SEBI Circular No.: SEBI/HO/CFD/DCR1/ CIR/P/2018/85 dated 28th May 2018.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February 2019 yourCompany has submitted the Secretarial Compliance Report of the Company for the financialyear ended on 31st March 2020 issued by Mr. Manish R. Patel PracticingCompany Secretary Surat with BSE Limited and The Calcutta Stock Exchange Limited withinthe prescribed time period.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

The Management's Discussion and Analysis Report provides a perspective of economic andsocial aspects material to your Company's strategy and its ability to create and sustainvalue to your Company's key stakeholders. Pursuant to the provisions of Regulation 34 readwith Schedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's Discussion and AnalysisReport capturing your Company's performance industry trends and other material changeswith respect to your Company is attached to this report as "Annexure - 4".

32. CORPORATE GOVERNANCE:-

Your Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements as set out under SEBI "ListingRegulations". The report on Corporate Governance as stipulated under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section as "Annexure - 5" forming part of

the Annual Report. The requisite certificate from M/s. A Biyani & Co. CharteredAccountants (FRN: 140489W) Mumbai Statutory Auditor of the Company confirming compliancewith the conditions of Corporate Governance is attached to the report on CorporateGovernance.

33. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEARAND THE DATE OF THIS REPORT:-

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.

The Impact of Covid-19 on the Company's financial statements has been given in theNotes to financial statements for the year ended 31st March 2020 and theCompany's response to the situation arising from this pandemic has been explained in theManagement Discussion and Analysis which forms part of the Annual Report.

34. SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY:-

Pursuant to the approval granted by the members in the 26th Annual General Meeting heldon Tuesday the 24th September 2019 and pursuant to the confirmation granted by Hon'bleRegional Director North Western Region Ahmedabad vide its Order No.RD(NWR)/Sec.13/136/2019/6648 dated 3rd March 2020 the Board of Directors in its meetingheld on Thursday 19th March 2020 has approved Shifting of Registered Office of theCompany from 404 Navneet Plaza 5/2 Old Palasia Indore - 452001 Madhya Pradesh to 101Siddh Chambers Taratiya Hanuman Street Guijar Faliya Haripura Surat-395003 Gujarati.e. from the State of Madhya Pradesh to the State of Gujarat with effect from 1st April2020. Further your Company has received a certificate dated 7th July 2020 from theRegistrar of Companies Ahmedabad regarding registration of Order of Hon'ble RegionalDirector North Western Region Ahmedabad for shifting of Registered Office of the Companyfrom the State of Madhya Pradesh to the State of Gujarat. Accordingly New CorporateIdentification Number L45201GJ1993PLC114416 is allotted to the Company.

35. DISPOSAL OF INVESTMENT OF GROUP COMPANY:-

Pursuant to the approval of Board granted in its meeting held on 11thDecember 2019 the Company has disposed off its entire investment in group Company of1575000 Equity shares of Starline Precious Stone Limited aggregate amounting to Rs.31651848.00/-.

36. VOLUNTARY DELISTING OF EQUITY SHARES OF THE COMPANY FROM THE CALCUTTA STOCKEXCHANGE LIMITED:-

During the year the Board of Directors in its meeting held on 14th August2019 has passed Board Resolution for Voluntarily Delisting of the Equity Shares of theCompany listed on the Calcutta Stock Exchange Limited under Regulation 6 (a) of the SEBI(Delisting of Equity Shares) Regulations 2009. Accordingly the Company has made anapplication on 5th September 2019 to the the Calcutta Stock Exchange Limited.The Calcutta Stock Exchange Limited has raised the query and the matter for VoluntarilyDelisting of shares is in process.

37. CHANGE IN THE NATURE OF BUSINESS:-

During the year under review there is no change in the nature of the business of theCompany.

38. LISTING FEES:-

The Equity Shares of the Company are listed on the BSE Limited and the Calcutta StockExchange Limited. The Company has paid the necessary listing fees to the above StockExchanges for the F.Y. 2019-20. However listing fees for the F.Y. 2020-21 are yet pendingto pay due to Covid-19 pandemic.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:-

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its operations in future.

However following instances occurred during this financial year for which penalty orfine imposed by regulators and courts.

• The court case no. RCT/2100832/2009 dated 30th January 2009 wasfiled against the Company by the Registrar of Companies Gwalior for non-filing of AnnualAccounts and Returns for financial year 2004-05 to 2006-07 before the Hon'ble Court ofChief Judicial Magistrate of Gwalior. Your Company has filed all its Annual filings andwas incognizant of the said case. The said court case was disposed by the Hon'ble ChiefJudicial Magistrate of Gwalior by giving court order dated 27th April 2019 byimposing a penalty of Rs. 40140/- on the Company. The Company has paid the said penaltyand also intimated about the said case to the Registrar of Companies Gwalior and StockExchanges.

• The SEBI imposed penalty dated 24th September 2019 for failure tocomply with the requirement of promoters' shareholding within stipulated time period inpursuant of Regulation 8(3) of SEBI (Substantial Acquisition of Shares and Takeovers)Regulations 1997. The penalty imposed by the SEBI was paid by the Company and accordinglythe SCN No. EAD-6/AK/VG/ 23314/ 2014/1 dated August 07 2014 was disposing of by theadjudicating officer.

• The BSE imposed fine dated 12th February 2020 for non-compliance withrequirement to appoint a qualified Company Secretary as the Compliance Officer in pursuantof Regulation 6(1) of SEBI (LODR) Regulations 2015. The fine imposed by the StockExchange was paid by the Company and the Company has rectified the said Non-compliance.The Board of Directors in their Board Meeting held on 19.03.2020 has appointed a qualifiedCompany Secretary as the Compliance Officer of the Company.

However after the closing of the financial year following instances occurred forwhich penalty or fine imposed by regulators and courts.

• The BSE imposed fine dated 4th August 2020 for non-compliance with requirementto appoint a qualified Company Secretary as the Compliance Officer in pursuant ofRegulation 6(1) of SEBI (LODR) Regulations 2015 for the quarter ended March 2020. Due toCovid-19 pandemic from the month of March 2020 and various restrictions imposed by theGovernment including Lockdown; the fine imposed by the Stock Exchange is pending to pay bythe Company. The Board of Directors in their Board Meeting held on 19.03.2020 hasappointed a qualified Company Secretary as the Compliance Officer of the Company.

• The BSE imposed fine of dated 20th August 2020 for non-compliance with theprovisions of Regulation 17(1) 17(1A) 18(1) 19(1) 19(2) 20(2)/(2A) 21(2) of SEBI(LODR) Regulations 2015. Presently there are four Directors in the Company which is lessthan six. The above mentioned Non-compliance of Regulations is not intentional. Due toongoing Covid-19 pandemic from the month of March 2020 and various restrictions imposedby the Government

including Lockdown; the Company was unable to find a suitable candidate in order tofulfill the requirement of the said Regulations.

Further with reference to SEBI vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/48 dated26th March 2020 SEBI has given relaxations for Standard Operating Procedure (SOP) onimposition of fines and other enforcement actions for non-compliances with provisions ofthe LODR the effective date of operation of which is for compliance periods ending on orafter March 31 2020. SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January22 2020 shall now come into force with effect from compliance periods ending on or afterJune 30 2020.

40. MAINTENANCE OF COST RECORDS:-

Your company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.

41. SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review the Company has complied with all applicable SecretarialStandards issued by The Institute of Company Secretaries of India and approved by theCentral Government pursuant to Section 118 of the Companies Act 2013.

42. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets.The Company's culture promotes an environment that is transparent flexible fulfillingand purposeful. The Company is driven by passionate and highly engaged workforce. This isevident from the fact that the Company continues to remain the industry benchmark fortalent retention.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. The Company thrust is on the promotion of talent internally through job rotationand job enlargement.

During the year under review there was a cordial relationship with all the employees.The Directors would like to acknowledge and appreciate the contribution of all employeestowards the performance of the Company.

43. COMPANY AFFIRMATION OF READINESS TOWARDS COVID-19:-

India is going through a tough phase of a global pandemic-Novel Coronavirus disease(COVID-19). The Indian government is taking all possible measures to keep a check on thespread of this disease within the country.

Accordingly as a responsible private establishment your Company also took part in themission of social distancing by:

- Putting in place Work from Home Policy (WFH) for the employees of the Company;

- Strictly adhering to the "Do's and Don'ts" advised by the Public HealthAuthorities;

- To follow other preventive measures prescribed by the local authorities from time totime.

44. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:-

In compliance with the MCA Circulars and SEBI Circular dated May 12 2020 notice ofthe AGM along with the Annual Report 2019-20 is being sent only through electronic mode tothose members whose email addresses are registered with the Company/ Depositories. Membersmay note that the Notice and Annual Report 2019-20 will also be available on the Company'swebsite

(https://www.panthinfinity.com) websites of the Stock Exchange i.e. BSE Limited atwww.bseindia.com and on the website of the Company's Registrar and Transfer Agent PurvaSharegistry (India) Private Limited at www.purvashare.com.

45. ACKNOWLEDGEMENTS AND APPRECIATIONS:-

Your Directors would like to express their appreciation for the assistance andco-operation received from the Financial Institutions the Bankers Governmentauthorities customers vendors and shareholders during the year under review. YourDirectors also wish to record their recognition of the customer support and patronage bythe corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff which enable the Company todeliver a good all-round record performance.

By order of the Board of Directors For PANTH INFINITYLIMITED

JINAY KORADIYA

Chairman & Managing Director (DIN: 03362317)

Place: Surat Date: 31/08/2020

 

REGISTERED OFFICE

101 Siddh Chambers

Taratiya Hanuman Street Gurjar Falia Haripura Surat-395003 Gujarat.

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31st March 2020

[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:'

CIN* L45201GJ1993PLC114416
Registration Date 29/04/1993
Name of the Company PANTH INFINITY LIMITED (Formerly known as Synergy Bizcon Limited)
Category/Sub Category of the Company Public Company /Limited by Shares/Non-Govt Company
Address of the Registered Office and contact details (w.e.f. 01/04/2020) 101 Siddh Chambers Taratiya Hanuman Street Gurjar Falia Haripura Surat-395003 Gujarat.
Tel. & Fax:- 91 7043999011 Email:- info@panthinfinity.com Website:- www.panthinfinity.com
Whether listed Company Yes
Name Address and Contact details of Registrar and Transfer Agent if any Purva Sharegistry (India) Private Limited 9 Shiv Shakti Ind. Estates J. R. Boricha Marg Lower Parel (E) Mumbai - 400 011 Maharashtra.
Tel.:- (022) 2301 6761/8261 Fax:- (022) 2301 2517 Email: - busicomp@amail.com Website:- www.purvashare.com

* The Company has received a certificate dated 7th July 2020 from the ROCAhmedabad regarding registration of Order of Hon'ble Regional Director NWR Ahmedabad forshifting of Registered Office of the Company from the State of Madhya Pradesh to the Stateof Gujarat. Accordingly new Corporate Identification Number L45201GJ1993PLC114416 isallotted to the Company.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:
Sr. Name & Description of Main No. Products/Services NIC Code of Product/Service % of total turnover of the Company
1. Wholesale trading of Precious Stones 4669 100%

III. PARTICULARS OF HOLDING SUBSIDARY AND ASSOCIATE COMPANIES: NIL IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity):

i) Category-wise Shareholding :

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01-04-2019)

No. of Shares held at the end of the year (as on 31-03-2020)

% chang e durin g the year

Demat Physical Total % of total Shares Demat Physical Total % of total Share s
A. Promoters
(1) Indian
a)Individual/ HUF 1149113 0 1149113 9.32 1149113 0 1149113 9.32 0.00
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt. (s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corporate 4152000 0 4152000 33.69 4152000 0 4152000 33.69 0.00
e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub- total (A) (1) 5301113 0 5301113 43.01 5301113 0 5301113 43.01 0.00
(2) Foreign
a) NRI- Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoter (A) = (A)(1) + (A)(2) 5301113 0 5301113 43.01 5301113 0 5301113 43.01 0.00
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1): 0 0 0 0.00 0 0 0 0.00 0.00
(2) Non Institutions
a) Body Corporate
i) Indian 243035 164000 407035 3.30 397906 0 397906 3.23 (0.07)
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals 0 0 0 0.00 0 0 0 0.00 0.00
i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh 955688 435100 1390788 11.28 1213715 438400 1652115 13.40 2.12
ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh 3319123 1084200 4403323 35.73 4247779 253400 4501179 36.52 0.79
c) Others (specify)
i) N.R.I. (Repat) 500 0 500 0.00 1069 0 1069 0.01 0.00
ii) HUF 457531 0 457531 3.71 471147 0 471147 3.82 0.11
iii) Clearing Members 364698 0 364698 2.96 459 0 459 0.00 (2.96)
iv) Trust 12 0 12 0.00 12 0 12 0.00 0.00
Sub-total (B)(2): 5340587 1683300 7023887 56.99 6332087 691800 7023887 56.99 0.00
Total Public Shareholding (B)= (B)(1)+(B)(2) 5340587 1683300 7023887 56.99 6332087 691800 7023887 56.99 0.00
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 10641700 1683300 12325000 100.0 11633200 691800 12325000 100.0 0.00

 

ii) Shareholding of Promoters:

Sr. Shareholder's No Name

Shareholding at the beginning of the year (as on 01-04-2019)

Shareholding at the end of the year (as on 31-03-2020)

% ch an ge in Shareholdin g during the year

No. of Shares % of total Shares of the Compa ny % of Shares Pledged / encumbere d to total Shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbere d to total Shares
1 Koradiya Mile Stone Private Limited 4022000 32.64 16.23 4152000 33.69 33.69 1.05
2 Shwet Dhirajbhai Koradiya 1109113 9.00 0.00 1149113 9.32 0.00 0.32
3 Varshaben Dhirajlal Koradiya 40000 0.32 0.00 0 0.00 0.00 (0.32)
4 Pure Broking Private Limited 130000 1.05 0.00 0 0.00 0.00 (1.05)
Total 5301113 43.01 16.23 5301113 43.01 33.69 0.00

iii) Change in Promoters' Shareholding (Please Specify if there is no change):

Sr. Promoter's No Name

Shareholding at the beginning of the year (01-04-2019)

Date

Increase/ Decrease in the Shareholding

Reason

Cumulative Share holding during the year (01-04-2019 to 31-032020)

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Koradiya Mile Stone Private Limited 4022000 32.64 01/04/2019 - - 4022000 32.64
31/12/2019 130000 Purchase 4152000 33.69
31/03/2020 - - 4152000 33.69
2 Shwet Dhirajbhai Koradiya 1109113 9.00 01/04/2019 - - 1109113 9.00
27/12/2019 40000 Purchase 1149113 9.32
31/03/2020 - - 1149113 9.32
3 Varshaben Dhirajlal Koradiya 40000 0.32 01/04/2019 - - 40000 0.32
27/12/2019 -40000 Sell 0 0.00
31/03/2020 - - 0 0.00
4 Pure Broking Private Limited 130000 1.05 01/04/2019 - - 130000 1.05
31/12/2019 -130000 Sell 0 0.00
31/03/2020 - - 0 0.00

iv) Shareholding Pattern of top ten Shareholders between 01st April 2019and 31st March 2020 (other than Directors Promoters & holders of GDRs& ADRs):

Name of the Sr. Top 10 No. Shareholders Shareholding at the beginning of the year (01-04-2019) Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)
No. of Shares % of total Shares of the Company Date Increase/ Decrease in the Sharehold ing Reason No. of Shares % of total Shares of the Company
1. Jainam Share Consultants Pvt. Ltd - Collateral Account 266921 2.17 01-04-2019 - - 266921 2.17
26-04-2019 5150 Purchase 272071 2.21
03-05-2019 -9903 Sell 262168 2.13
10-05-2019 -12566 Sell 249602 2.03
17-05-2019 -19161 Sell 230441 1.87
24-05-2019 -3556 Sell 226885 1.84
31-05-2019 -1225 Sell 225660 1.83
07-06-2019 2000 Purchase 227660 1.85
14-06-2019 -8342 Sell 219318 1.78
21-06-2019 -9559 Sell 209759 1.70
28-06-2019 300 Purchase 210059 1.70
05-07-2019 4938 Purchase 214997 1.74
12-07-2019 5227 Purchase 220224 1.79
19-07-2019 -441 Sell 219783 1.78
26-07-2019 -7222 Sell 212561 1.72
02-08-2019 -31953 Sell 180608 1.47
09-08-2019 -50 Sell 180558 1.46
16-08-2019 -2768 Sell 177790 1.44
23-08-2019 -20170 Sell 157620 1.28
30-08-2019 -210 Sell 157410 1.28
06-09-2019 3987 Purchase 161397 1.31
13-09-2019 29255 Purchase 190652 1.55
18-09-2019 -19229 Sell 146507 1.39
20-09-2019 -3900 Sell 167523 1.36
27-09-2019 -153047 Sell 14476 0.12
30-09-2019 -4610 Sell 9866 0.08
04-10-2019 -9416 Sell 450 0.00
11-10-2019 -405 Sell 45 0.00
18-10-2019 3775 Purchase 3820 0.03
25-10-2019 -800 Sell 3020 0.02
01-11-2019 -3000 Sell 20 0.00
08-11-2019 1660 Purchase 1680 0.01
15-11-2019 -1660 Sell 20 0.00
27-12-2019 500 Purchase 520 0.00
31-12-2019 -500 Sell 20 0.00
10-01-2020 14 Purchase 34 0.00
20-03-2020 4 Purchase 38 0.00
31-03-2020 - - 38 0.00
2. Rahul V. Mehta 217350 1.76 01-04-2019 - - 217350 1.76
31-03-2020 - - 217350 1.76
3. Mehta Polytex Limited 216300 1.75 01-04-2019 - - 216300 1.75
03-04-2019 -16500 Sell 199800 1.62
05-04-2019 16500 Purchase 216300 1.75
09-04-2019 -49000 Sell 167300 1.36
12-04-2019 49000 Purchase 216300 1.75
24-05-2019 -13 Sell 216287 1.75
04-06-2019 -60500 Sell 155787 1.26
07-06-2019 60500 Purchase 216287 1.75
31-03-2020 - - 216287 1.75
4. Shyam Stocks & Financiers Private 106750 0.87 01-04-2019 - - 106750 0.87
Limited 30-08-2019 -106750 Sell 0 0.00
31-03-2020 - - 0 0.00
5. Sevantilal Premchand Mehta 89222 0.72 01-04-2019 - - 89222 0.72
02-07-2019 -69300 Sell 19922 0.16
05-07-2019 69300 Purchase 89222 0.72
26-07-2019 -3000 Sell 86222 0.70
02-08-2019 -8000 Sell 78222 0.63
31-03-2020 - - 78222 0.63
6. Palaja Mafatlal Paragbhai 86600 0.70 01-04-2019 - - 86600 0.70
16-05-2019 -45000 Sell 41600 0.34
17-05-2019 45000 Purchase 86600 0.70
24-06-2019 -41600 Sell 45000 0.37
28-06-2019 41600 Purchase 86600 0.70
19-07-2019 -5000 Sell 81600 0.66
09-08-2019 -8684 Sell 72916 0.59
06-09-2019 -6991 Sell 65925 0.53
27-09-2019 -4699 Sell 61226 0.50
30-09-2019 23000 Purchase 84226 0.68
04-10-2019 -23000 Sell 61226 0.50
11-10-2019 -18 Sell 61208 0.50
18-10-2019 -7300 Sell 53908 0.44
01-11-2019 -7000 Sell 46908 0.38
22-11-2019 -7100 Sell 39808 0.32
29-11-2019 44020 Purchase 83828 0.68
06-12-2019 -33 Sell 83795 0.68
10-01-2020 -83700 Sell 95 0.00
31-03-2020 - - 95 0.00
7. Sevantilal Premchand Mehta HUF 86000 0.70 01-04-2019 - - 86000 0.70
24-06-2019 -77500 Sell 8500 0.07
28-06-2019 77500 Purchase 86000 0.70
31-03-2020 - - 86000 0.70
8. Niken Ashokkumar Gandhi 84200 0.68 01-04-2019 - - 84200 0.68
10-07-2019 -69700 Sell 14500 0.12
12-07-2019 69700 Purchase 84200 0.68
26-07-2019 -300 Sell 83900 0.68
09-08-2019 -63 Sell 83837 0.68
30-08-2019 8000 Purchase 91837 0.75
06-09-2019 -8000 Sell 83837 0.68
13-09-2019 8179 Purchase 92016 0.75
18-09-2019 -9200 Sell 82816 0.67
27-09-2019 5000 Purchase 87816 0.71
30-09-2019 -3000 Sell 84816 0.69
04-10-2019 -2510 Sell 82306 0.67
18-10-2019 1240 Purchase 83546 0.68
25-10-2019 -400 Sell 83146 0.67
08-11-2019 -250 Sell 82896 0.67
15-11-2019 -2316 Sell 80580 0.65
22-11-2019 -1000 Sell 79580 0.65
06-12-2019 -1000 Sell 78580 0.64
13-12-2019 5000 Purchase 83580 0.68
20-12-2019 -2500 Sell 81080 0.66
31-03-2020 - - 81080 0.66
9. Mamta Rajeshkumar Shah 70000 0.57 01-04-2019 - - 70000 0.57
13-12-2019 -4300 Sell 65700 0.53
20-12-2019 -3000 Sell 62700 0.51
31-03-2020 - - 62700 0.51
10. Dipeshkumar Mohanlal Shah 70000 0.57 01-04-2019 - - 70000 0.57
03-05-2019 -18200 Sell 51800 0.42
17-05-2019 -9500 Sell 42300 0.34
24-05-2019 -4000 Sell 38300 0.31
07-06-2019 -2053 Sell 36247 0.29
14-06-2019 -10000 Sell 26247 0.21
19-07-2019 -12291 Sell 13596 0.11
26-07-2019 -10000 Sell 3956 0.03
16-08-2019 -2000 Sell 1956 0.02
31-03-2020 - - 1956 0.02

(Note: The details of holding of above Top Ten Shareholders are as on 31stMarch 2020 and the same have been clubbed based on PAN.)

 

v) Shareholding of Directors and Key Managerial Personnel:

Sr. Name of the No. Directors & KMP

Shareholding at the beginning of the year (01-04-2019)

Date

Increas e/ Decreas e in the Shareh olding

Reason

Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)

No. of Shares % of total Shares of the Compan y No. of Shares % of total Shares of the Company
1 Shwet Koradiya Chairman & Director 1109113 9.00 01-04-2019 - - 1109113 9.00
# 27-12-2019 40000 Purchase 1149113 9.32
31-03-2020 - - 1149113 9.32
2 Jinay Koradiya Chairman & Managing Director A N.A N.A Nil No Change 0 0.00
2 Surbhi Mudgal Non-Executive Independent Director # 0 0.00 NA NA 0 0.00
3 Hitesh Patel Non-Executive Independent Director 0 0.00 Nil No Change 0 0.00
4 Hardik Shah Non-Executive Independent Director $ N.A. N.A. Nil No Change 0 0.00
5 Falguni Raval Non-Executive Independent Director $ N.A. N.A. Nil No Change 0 0.00
5 Rahul Jalavadiya CEO * 0 0.00 - NA NA 0 0.00
6 Mosam Mehta CFO 0 0.00 - Nil No Change 0 0.00
7 Krishna Naik Company Secretary * 0 0.00 - NA NA 0 0.00
8 Ricky Kapadia Company Secretary N.A N.A - Nil No Change 0 0.00
# Ceased w.e.f. 14/11/2019
$ Appointed w.e.f 14/11/2019
* Ceased w.e.f 30/05/2019
A Appointed w.e.f. 14/08/2019
Appointed w.e.f. 19/03/2020

 

V) INDEBTEDNESS:

Indebtedness of the Company inc uding interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 9511144.40 Nil Nil 9511144.40
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) 9511144.40 Nil Nil 9511144.40
Change in Indebtedness during the financial year
• Addition Nil Nil Nil Nil
• Reduction 27271.53 Nil Nil 27271.53
Net Change 27271.53 Nil Nil 27271.53
Indebtedness at the end of the financial year
i) Principal Amount 9483872.87 Nil Nil 9483872.87
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) 9483872.87 Nil Nil 9483872.87

 

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL : A. Remuneration toManaging Director Whole-time Directors and/or Manager:

Sr. Particulars of Remuneration No. Name of the MD/WTD/Manager Jinay Koradiya Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. 155983 155983
(b) Value of perquisites u/s 17(2) of the Income tax Act 1961 Nil Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 Nil Nil
2 Stock option Nil Nil
3 Sweat Equity Nil Nil
4 Commission Nil Nil
- as % of profit Nil Nil
- others (specify) Nil Nil
5 Others please specify Nil Nil
Total (A) 155983 155983
Ceiling as per the Act

Remuneration to the Directors was within the Celling as per schedule V of the Companies Act 2013.

B. REMUNERATION TO OTHER DIRECTORS:

Sr. Particulars of No. Remuneration Name of Directors

Total Amount

Ms. Surbhi Mudgal $ Mr. Hitesh Patel Mr. Hardik Shah * Mrs. Falguni Raval *
1 Independent Directors
(a) Fee for attending Board Committee Meetings 24000 40000 16000 6000 86000
(b) Commission Nil Nil Nil Nil Nil
(c ) Others please specify Nil Nil Nil Nil Nil
Total (1) 24000 40000 16000 6000 86000
2 Other NonExecutive Directors

Mr. Shwet Koradiya Chairman & Director $

(a) Fee for attending Board Committee Meetings

Nil

Nil
(b) Commission

Nil

Nil
(c) Others please specify

Nil

Nil
Total (2)

Nil

Nil
Total (B)=(1+2)

N.A.

86000
Mangerial Remuneration (Total A + B) 241983
Overall ceiling as per the Act

Remuneration to the Directors was within the Celling as per schedule V of the Companies Act 2013.

$ Ceased w.e.f. 14/11/2019 * Appointed w.e.f. 14/11/2019

 

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr ^. Particulars of No Remuneration

Key

Managerial Personnel

Company Secretary

CEO CFO Total
Ms. Krishna Naik @

Mr. Ricky Kapadia $

Mr. Rahul Jalavadiya @ Ms. Mosam Mehta
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act 1961. (Check salary with form 16) 36129

13419

100000 240000 389548
(b) Value of perquisites u/s 17(2) of the Income Tax Act 1961 Nil Nil

Nil

Nil Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act 1961 Nil Nil

Nil

Nil Nil
2 Stock Option Nil Nil

Nil

Nil Nil
3 Sweat Equity Nil Nil

Nil

Nil Nil
4 Commission
- as % of profit Nil Nil

Nil

Nil Nil
- others specify Nil Nil

Nil

Nil Nil
5 Others please specify Nil Nil

Nil

Nil Nil
Total 36129 13419

100000

240000 389548

@ Ceased w.e.f. 30/05/2019 $ Appointed w.e.f. 19/03/2020

 

VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compoundin g fees imposed Authority [RD/NCLT/ COURT] Appeal made if any (give details)
A. COMPANY
Penalty Section 162(1) of the Companies Act 1956 Non-Compliance of filing of Annual Return for the F.Y. 2004-05 F.Y. 2005-06 and F.Y. 2006-07 Rs. 40140 Court of C J M Gwalior M.P
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty * Section 162(1) of the Companies Act 1956 Non-Compliance of filing of Annual Return for the F.Y. 2004-05 F.Y. 2005-06 and F.Y. 2006-07 Rs. 80280 Court of C J M Gwalior M.P
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

* The Penalty was levied on Directors who are not currently associated with theCompany.

By Order of the Board of Directors For PANTH INFINITY LIMITED

JINAY KORADIYA

Chairman & Managing Director DIN:03362317

Place: Surat Date: 31/08/2020

"ANNEXURE - 2" TO THE DIRECTORS' REPORT RATIO OF DIRECTORS'REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION

AND OTHER DISCLOSURE

[Pursuant to Sub-Section (12) of Section 197 of The Companies Act 2013 and Rule 5(1)of The Companies (Appointment And Remuneration of Managerial Personnel) Rules 2014]

(i) The percentage increase in remuneration of each Director and KMP during thefinancial year 2019-20 and ratio of each director to the median remuneration of theemployees of the Company for the financial year 2019-20 are as under:

Sr. Name of Director/KMP and No. Designation Remuneration of Director/KMP for financial year 2019-20 (Amt. in Rs.) % increase in Remuneration in the financial year 2019-20 Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Shwet Koradiya a Chairman & Director - -- -
2 Ms. Surbhi Mudgal a Independent Director 24000 -- 0.10
3 Mr. Jinay Koradiya a Chairman & Managing Director 155983 N.A. 0.65
3 Mr. Hitesh Patel Independent Director 40000 -- 0.17
4 Mr. Hardik Shah A Independent Director 16000 N.A. 0.07
5 Mr. Falguni Raval a Independent Director 6000 N.A. 0.03
6 Mrs. Krishna Naik a Company Secretary 36129 -- N.A.
7 Mr. Rahul Jalavadiya a Chief Executive Officer 100000 -- N.A.
8 Mrs. Mosam Mehta Chief Financial Officer 240000 -- N.A.
9 Mr. Ricky Kapadia a Company Secretary 13419 N.A. N.A.

 A Directorship/Employment is for part of the period either in currentyear or in previous year. Hence percentage increase in remuneration is not provided.

(ii) The Median Remuneration of employees of the Company during the financial year wasRs. 2.40 Lakh.

(iii) In the financial year 2019-20 there was decrease of 2.50% in the median ofremuneration of employees.

(iv) As on 31st March 2020 there were 3 permanent employees on the rollsof the Company.

(v) Average percentile increase made in the salaries of employees other than themanagerial personnel in the financial year was 27.92%. The increase in remuneration is asper the policy of the Company. The Company has not paid any remuneration to ManagerialPersonnel in previous financial year. Hence comparison is not provided.

(vi) Affirmation that the remuneration is as per the Remuneration policy of theCompany: It is hereby affirmed that the remuneration is as per the remuneration policy forDirectors Key Managerial Personnel and other employees

.