To The Members
Your Directors are pleased to present the 25thAnnual Report of your Companytogether with the Audited Financial Statements and Auditors' Report for the year ended 31stMarch 2018.
1. FINANCIAL PERFORMANCE:-
The Company's financial performance during the year ended 31stMarch 2018compared to the previous year is summarized below: (Amount in Rs.)
|Particulars ||F. Y. 2017-18 ||F. Y. 2016-17 |
|Income From Operations ||456132554.37 ||772318490.24 |
|Other Income ||113.00 ||10106.93 |
|Total Income ||456132667.37 ||772328597.17 |
|Profit/(Loss) before tax ||(3815840.39) ||1892886.24 |
|Add/(Less): Exceptional/Extraordinary items * ||7187120.00 ||0.00 |
|Profit/(Loss) Before Tax ||3371279.61 ||1892886.24 |
|Less: Tax Expenses || || |
|- Current Tax ||1100599.00 ||684546.00 |
|- Deferred Tax ||(44169.12) ||(78682.00) |
|Net Profit/(Loss) After Tax ||2314849.73 ||1287022.24 |
*Note: As per IND AS 2 and IND AS 16 Stock in Trade of Land Rs. 7187120 has beenconverted into Fixed Assets and the effect has been shown as Exceptional items.
The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1stApril 2017 with the transition date of 1st April 2016. Accordingly financialstatements for the year ended 31st March 2018 have been prepared as prescribedfor Ind-AS under Section 133 of the Companies Act 2013 and the relevant rules. Previousyear's figures have been restated to make them comparable.
2. REVIEW OF OPERATIONS:-
The Income from Operation of your Company for the year 2018-19 was decreased to Rs.456132554.37 as against Income Rs. 772318490.24 of the previous year.However the Company's Net Profit after tax has been increased to Rs. 2314849 .73 forthe year 2018-19 as against the Net Profit after tax of Rs. 1287022.24 of the previousyear.
3. TRANSFER TO RESERVES:-
During the year under review your Directors have not proposed to transfer any amountto Reserves.
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.
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. BOARD OF DIRECTORS:-
Mr. Dhirajbhai Koradiya (DIN: 03371017) Mr. Shwet Koradiya (DIN: 03489858) Mr.Rameshkumar Mehta (DIN: 03362341) Mr. Mukesh Patel (DIN: 07195302) and Ms. Surbhi Mudgal(DIN: 07289164) 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. Rameshkumar Mehta and Mr. Mukesh Patel Independent Directors of theCompany had resigned from the post of Directorship of the Company w.e.f. 10th July2017 and the same has been accepted by Board of Directors in their Meeting held on 10thJuly2017.
Mr. Jayeshkumar Pandav and Mr. Hitesh Patel had been appointed as anAdditional Director of the Company in Independent capacity w.e.f. 11th July2017 in the Board Meeting held on 10th July 2017.The Shareholders of theCompany at the 24th AGM held on 21st September 2017 had appointedMr. Jayeshkumar Pandav and Mr. Hitesh Patel as an Independent Director of the Companyw.e.f. 11th July 2017 for a term of 5 years.
Mr. Shwet Koradiya Director of the Company liable to retire by rotation hasbeen reappointed in the 24th Annual General Meeting of the Company held on 21stSeptember 2017.
Mr. Dhirajbhai Koradiya Chairman & Managing Director of the Company hadresigned from the post of Chairmanship and Directorship of the Company w.e.f. 14thDecember 2017 and the same had been accepted by the Board of Directors in Board Meetingheld on 14thDecember 2017.
Mr. Shwet Koradiya Director of the Company has been appointed as Chairmanof the Companyin the Board Meeting held on 12 thFebruary 2018.
Your Company has 4 (Four) Directors as on 31st March 2018 namely:
|1. Mr. Shwet Koradiya ||- Chairman and Director |
|2. Ms. Surbhi Mudgal ||- Independent Director |
|3. Mr. Hitesh Patel ||- Independent Director |
|4. Mr. Jayeshkumar Pandav ||- Independent Director |
Mr. Jayeshkumar Pandav Independent Director of the Company had resignedfrom the post of Directorship of the Company w.e.f. 30th May 2018 and the samehad been accepted by the Board of Directors at the Board Meeting held on 30thMay2018.
Mr. Zubin Raja has been appointed as an Additional Director of the Companyin Independent capacity w.e.f. 16th July 2018 in the Board Meeting held on12thJuly 2018 who will hold office up to the date of ensuing AGM of the Company. The Companyhas received a notice from Shareholder in terms of Section 160 of the Act signifying hisintention to propose the appointment of Mr. Zubin Raja as a Director of the Company inIndependent capacity w.e.f. 16thJuly 2018 for a term of 5 (Five) years.
As per the provisions of the Companies act 2013 Mr. Shwet KoradiyaChairman & Director of the Company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment.
7. KEY MANAGERIAL PERSONNEL:-
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203of the Companies Act 2013 are as mentioned below:
|(i) Mrs. Mosam Mehta $ ||Chief Financial Officer |
|(ii) Mr. Rahul Jalavadiya* ||Chief Executive Officer |
|(iii) Ms. Krishna Naik @ ||Company Secretary & Compliance Officer |
Mr. Dhirajbhai Koradiya has resigned from the post of Managing Director w.e.f.
Mr. Nikunj Maniya has resigned from the post of Chief Financial Officer w.e.f.
Ms. Priyanka Vadnere has resigned from the post of Company Secretary & ComplianceOfficer w.e.f. 26thMarch 2018.
$ Mrs. Mosam Mehta has been appointed as Chief Financial Officer of the Companyw.e.f. 14thAugust 2018.
* Mr. Rahul Jalavadiya has been appointed as Chief Executive Officer of the Companyw.e.f. 15thDecember 201 7.
@ Ms. Krishna Naik has been appointed as Company Secretary & Compliance Officerof the Company w.e.f. 12thJuly 2018.
8. DECLARATION FROM INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME THEREON:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relies ontheir declaration of independence. Pursuant to the provisions of Regulation 25 of the SEBIListing Regulations the Company has formulated a programme for familiarising theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various initiatives. The detail of the aforementioned programme isavailable on the Company's website at www.panthinfinity.com.
9. DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm that- (i) in the preparation of the Annual Accounts for the year ended 31st March2018 the applicable Indian Accounting Standards have been followed and no materialdepartures have been made for the same; (ii) appropriate accounting policies have beenselected and applied them consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year 31st March 2018 and of the profit ofthe Company for that period; (iii) proper and sufficient care have been taken formaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting 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 theprovisions of all applicable laws have been devised and such systems were adequate andoperating effectively.
10. 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.
11. MEETINGS OF BOARD OF DIRECTORS:-
During the year under review 7 (Seven) 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.
12. MEETINGS OF MEMBERS:-
During the year under review 24th Annual General Meeting of the Company washeld on 21stSeptember 2017. No Extra Ordinary General Meeting was held duringthe financial year.
13. AUDIT COMMITTEE:-
The details pertaining to the constitution and composition of the Audit Committee areincluded in the Corporate Governance Report. During the year all the recommendations madeby the Audit Committee were accepted by the Board.
14. 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.
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.
15. 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 with a viewto regulate the trading in securities by the Directors and Designated Employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of shares of the Company by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window' is closed. The Board isresponsible for implementation of the code. All Directors and the designated Employeeshave confirmed compliance with the code.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN
EXCHANGE EARNING AND OUTGO:-
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 typeof 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. Company is using inverter as alternatesources of energy. During the year the Company has not made any capital investment onenergy 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.
17. EXTRACT OF ANNUAL RETURN:-
As provided under Section 92(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 the extract of the Annual Return in form MGT-9is attached to this report as "Annexure-1". The same is being madeavailable on the Company's website
18. 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.
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). The Objective of this policy is to minimize the adverse impact of variousrisks to business goals and objectives and to enhance the value of Stakeholders.
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) for Directors and employees of theCompany to report concerns about unethical behavior. The Company promotes ethicalbehaviour in all its business activities and has put in place a mechanism for reportingunethical behaviour fraud violations or bribery. The Company has Vigil Mechanism(Whistle Blower) Policy under which the employees are free to report violations ofapplicable Laws and Regulations and the Code of Conduct the same can be accessed throughthe Chairman of the Audit Committee. The employees have the right/option to report theirconcern/grievance to the Chairman of the Audit Committee. During the year under review noemployee was denied access to the Audit Committee. The Policy has been uploaded on theCompany's website www.panthinfinity.com.
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.
20. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES:-
As on 31st March 2018 your Company does not have any Joint VenturesSubsidiaries and Associates Company.
21. CORPORATE SOCIAL RESPONSIBILITY:-
The provisions of the CSR expenditure and Composition of Committee as provided in theSection 135 of the Companies Act 2013 arenot applicable to the Company.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
During the year under review there was no related party transactions entered into bythe Company with Promoters Directors Key Managerial Personnel or other designatedperson. Accordingly there are no transactions that are required to be reported in formAOC-2 in terms of Section 134 of the Companies Act 2013.
A policy on the related party Transitions was framed and approved by the Board and thesame has been posted on the Company's website www.panthinfinity.com.
23. 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.
24. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES'
REMUNERATION AND OTHER DISCLOSURES:-
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 Managerial Personnel) Rules 2014 is attached to thisreport as "Annexure-2".
25. 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 under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. During the year under review no complaints werereceived by the Company relating to sexual harassment at workplace. Further the Companyensures that there is a healthy and safe atmosphere for every women employee at theworkplace.
26. STATUTORY AUDITORSAND REPORT :-
M/s. A Biyani & Co. Chartered Accountants (FRN: 140489W) Mumbai were appointedas Statutory Auditors of the Company at the 24thAnnual General Meeting held on21 stSeptember 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 25th 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.
27. INTERNALAUDITORS AND REPORT:-
M/s. Paras S. Shah & Co. Chartered Accountants Surat were serving as an InternalAuditor of the Company till the closer of Financial Year 2017-18. The quarterlyhalf-yearly and annual report from Internal Auditors were placed before the AuditCommittee Meeting and Meeting of Board of Directors respectively.
On a resignation of M/s. Paras S. Shah & Co. Chartered Accountants Surat as anInternal Auditor of the Company the Board of Directors at their Meeting held on 12thJuly 2018 has accepted his resignation and appointed M/s. D C Jariwala & Co.Chartered Accountants Surat as an Internal Auditor of the Company pursuant to Section 138of Indian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules 2014.
28. 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 is attached to this report as "Annexure-3".The report does not contain any qualifications reservations or adverse remarks.
29. MANAGEMENT DISCUSSION AND ANALYSIS:-
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".
30. CORPORATE GOVERNANCE:-
The 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 AnnualReport. The requisite certificate from M/s. A Biyani & Co. Chartered Accountants (FRN:140489W) Mumbai Statutory Auditor of the Company confirming compliance with theconditions of Corporate Governance is attached to the report on Corporate Governance.
31. MATERIAL CHANGES AND COMMITMENTS:-
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.
32. CHANGE OF THE NAME OF THE COMPANY:-
After the closing of the Financial Year the Company has obtained Shareholders'approval for change of name of the Company from "SYNERGY BIZCON LIMITED" to"PANTH INFINITY LIMITED" by passing of Special Resolution in its Extra-OrdinaryGeneral Meeting held on 28th April 2018. The name of the Company has been changed from"SYNERGY BIZCON LIMITED" to "PANTH INFINITY LIMITED" consequent uponissue of fresh Certificate of Incorporation by the Registrar of Companies Gwalior MadhyaPradesh on 7thMay 2018.
33. SHIFTINGOF THE REGISTERED OFFICE OF THE COMPANY: -
After the closing of the Financial Year the Company has also obtained Shareholders'approval for shifting of Registered Office of the Company from the State of Madhya Pradeshto the State of Gujarat by passing of Special Resolution in its Extra-Ordinary GeneralMeeting held on 28th April 2018. The Company is yet to receive approval from variousStatutory Government Authorities.
34. CHANGE IN THE NATURE OF BUSINESS:-
During the year under review there is no change in the nature of the business of theCompany. However the Board of Directors in their Board Meeting held on 12thFebruary 2018 has decided not to carry on business of construction and Real Estate. Afterthe closing of Financial Year the Board of Directors in their Board Meeting held on 12thJuly 2018 has decided to concentrate more on boundary less Business mainly based onInternet. As a part of that strategy the Company will soon launch one of its kinde-commerce platform.
35. LISTING FEES:-
The Equity Shares of the Company are listed on the BSE Limited and the Calcutta StockExchange Limited. The Company has paid the applicable listing fees to the above StockExchanges till date.
36. RISK MANAGEMENT:-
A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
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.
38. MAINTENANCE OF COSTRECORDS :-
Your company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
39. 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.
40. 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.
41. ACKNOWLEDGEMENTS AND APPRECIATIONS:-
Your Directors thank the employees at all levels for their hard work and commitment.The Board also places on record their appreciation for the continued support andco-operation received from the customers suppliers bankers businesspartners/associates financial institutions and regulatory bodies. The Directors alsoplace on record their gratitude to the Members for their continued support and confidence.By order of the Board of Directors
For PANTH INFINITYLIMITED
Chairman & Director
404 Navneet Plaza
5/2 Old Palasia