Your Directors are pleased to present the 28th Annual Report of your Company togetherwith the Audited Financial Statements and Auditors' Report for the year ended 31st March2021.
1. FINANCIAL PERFORMANCE:-
The Company's financial performance during the year ended 31st March 2021 compared tothe previous year is summarized below:
(Amount in Rs.)
|Particulars ||F. Y. 2020-21 ||F. Y. 2019-20 |
|Income From Operations ||216250103.43 ||176825127.18 |
|Other Income ||194589.50 ||145.00 |
|Total Income ||216444692.93 ||176825272.18 |
|Profit/(Loss) before Exceptional/Extraordinary Items and tax ||763707.12 ||(293625.24) |
|Add/(Less): Exceptional/Extraordinary items || || |
|- Loss on Sale of land ||(752479.00) ||(1198302.00) |
|- Profit on sale of investment ||- ||15904250.00 |
|- Long Term Capital Gain ||2448416.79 ||- |
|- Short Term Capital Gain ||549496.17 ||4070.00 |
|Profit/(Loss) Before Tax ||3009141.08 ||14416392.76 |
|Less: Tax Expenses || || |
|- Current Tax ||330000.00 ||56660.00 |
|- Deferred Tax ||8110.00 ||42589.00 |
|Net Profit/(Loss) After Tax ||2671031.08 ||14317143.76 |
2. REVIEW OF OPERATIONS:-
The Income from Operation of your Company for the year 2020-21 was increased to Rs.216250103.43/- as against Rs. 176825127.18/- of the previous year. However theCompany's Net Profit after tax has been decreased to Rs. 2671031.08/- for the year2020-21 as against the Net Profit after tax of Rs.14317143.76/- of the previous year.Net Profit after tax decreased due to increase in other Expenses and loss on Sale of FixedAsset.
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.
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. Jinay Koradiya (DIN: 03362317) Mr. Hitesh Patel (DIN: 07851008) Mr. Hardik Shah(DIN: 08604805) and Ms. Falguni Raval (DIN: 8605075) were the Directors on the Board atthe beginning of financial year. However the following changes were occurred till thedate of the approval of Directors Report.
- Mr. Jinay Koradiya (DIN: 03362317) Director of the Company liable to retire byrotation has been appointed in the 27th Annual General Meeting of the Company held on 30thSeptember 2020.
- Ms. Sweety Rana (DIN: 08850949) has been appointed as an Additional Director of theCompany in Independent capacity w.e.f. 1st September 2020 in the Board Meeting held on31st August 2020. She has been appointed as a Director of the Company in Independentcapacity by the Shareholders at the 27th AGM held on 30th September 2020 for a period of5 years w.e.f. 1st September 2020.
- Ms. Neha Patel (DIN: 08851139) has been appointed as an Additional Director of theCompany in Professional capacity w.e.f. 1st September 2020 in the Board Meeting held on31st August 2020. She has been appointed as a Director of the Company in Professionalcapacity by the Shareholders at the 27th AGM held on 30th September 2020 for a period of5 years w.e.f. 1st September 2020.
- The appointment of Mr. Hardik Shah (DIN: 08604805) have been approved by theShareholders at the 27th AGM held on 30th September 2020 for a period of 5 years w.e.f.14th November 2019.
- The appointment of Ms. Falguni Raval (DIN: 08605075) have been approved by theShareholders at the 27th AGM held on 30th September 2020 for a period of 5 years w.e.f.14th November 2019.
- Your Company had 6 (Six) Directors as on 31st March 2021 namely:
|1. Mr. Jinay Koradiya ||- Chairman and Managing Director |
|2. Mr. Hitesh Patel ||- Independent Director |
|3. Mr. Hardik Shah ||- Independent Director |
|4. Ms. Falguni Raval ||- Independent Director |
|5. Ms. Sweety Rana ||- Independent Director |
|6. Ms. Neha Patel ||- Non Executive Director |
- As per the provisions of the Companies Act 2013 office of Mr. Jinay Koradiya (DIN:03362317) Chairman & Managing Director of the Company is liable to determine byretires by rotation at the ensuing Annual General Meeting and being eligible offerhimself for re-appointment.
8. KEY MANAGERIAL PERSONNEL:-
During the year under review the following changes occurred:
Mr. Ricky Kapadia (ACS: 60440) resigned from the post of Company Secretary &Compliance Officer of the Company w.e.f. 30th October 2020. The same has been taken onrecord by the Board of Directors in their Meeting held on 23rd October 2020.
Mr. Manish Samel has been appointed as a Chief Executive Officer of the Company w.e.f.1st August 2020.
Ms. Krishna Bhatt (ACS: 63446) was appointed as a Company Secretary & ComplianceOfficer of the Company w.e.f. 1st December 2020 and she resigned from the post of CompanySecretary & Compliance Officer of the Company w.e.f. 31st March 2021. The same hasbeen taken on record by the Board of Directors in their Meeting held on 31st March 2021.
After the closure of the Financial Year the following changes occurred:
Mr. Jignesh Butani (ACS: 62961) was appointed as a Company Secretary & ComplianceOfficer of the Company w.e.f. 1st April 2021 and he resigned from the post of CompanySecretary & Compliance Officer of the Company w.e.f. 31st July 2021. The same hasbeen taken on record by the Board of Directors in their Meeting held on 13th August 2021.
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. 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.panthinfinity.com.
In the opinion of Board the Independent Directors of the Company possess theintegrity requisite experience and expertise relevant for the industry in which theCompany operates. Further all the Independent Directors of the Company have successfullyregistered with the Independent Director's Databank of the Indian Institute of CorporateAffairs. The online proficiency self- assessment test conduct by the said institute is yetto be passed by some of them.
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 March 2021 theapplicable Indian Accounting Standards have been followed and no material departures havebeen 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 2021 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 8 (Eight) Board Meetings were held. The intervening gapbetween the Meetings did not exceed the period prescribed under the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The detailsof meetings are given in the Corporate Governance Report forming part of Annual Report.The Notice along with Agenda and Agenda items of each Board Meetings were given to eachDirector 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 2020-21 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 27th Annual General Meeting of the Company was held on30th September 2020.
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 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 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) and 134(3)(a) of the Act read with Rule 12 of theCompanies (Management and Administration) Amendment Rules 2020 Annual Return in FormMGT-7 for the financial year 2020-21 is uploaded on the Company's websitehttp://www.panthinfinitv.com/investors.html
19. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS 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) 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 behavior in all its business activities and has put in place a mechanism forreporting unethical behavior 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.panthinfinity.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 website www.panthinfmity.com.
21. JOINT VENTURES SUBSIDIARIES AND ASSOCIATES:-
As on 31st March 2021 your Company does not have any Joint Ventures Subsidiaries andAssociates 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.panthinfinity.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 year2020-21 are as under:
|Sr. Name of No. Employee ||Designation of Employee ||Remuneration for F.Y. 2020-21 ||Date of commencement of Employment |
|1 Mosam Mehta ||Chief Financial Officer ||240000 ||14/08/2018 |
|2 Ricky Kapadia ||Company Secretary & Compliance Officer ||192000 ||19/03/2020 |
|3 Yash Koradiya ||Sales Executive ||150000 ||01/12/2019 |
|4 Krishna Bhatt ||Company Secretary & Compliance Officer ||56357 ||01/12/2020 |
|5 Jaynam Shah ||Sales Executive ||25000 ||01/03/2021 |
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 Managerial Personnel) Rules 2014 is attached to thisreport as "Annexure-1".
26. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION 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. N B T and Co. (formerly known as M/s. A Biyani & Co.) Chartered Accountants(FRN: 140489W) Mumbai were appointed as Statutory Auditors of the Company at the 24thAnnual General Meeting held on 21st September 2017 to hold office for a period of fiveyears from conclusion of that Annual General Meeting till the conclusion of 29th AnnualGeneral Meeting subject to ratification of their appointment by members at every AnnualGeneral Meeting if so required by the Companies Act 2013. Vide notification dated May 072018; 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 28th 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 (FRN: 104063W) Surat resigned fromthe post of Internal Auditor of the company and his resignation was accepted by the Boardof Directors at the Board Meeting held on 23rd October 2020.
The Board of Directors appointed M/s. Rana Daliya & Co. Chartered Accountants(FRN: 143966W) as an Internal Auditor of the Company w.e.f. 23rd October 2020. Thequarterly half-yearly and annual reports from Internal Auditors were placed before theAudit Committee Meeting and Meeting of Board of Directors respectively.
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 2020-21 is attachedto this report as "Annexure-2".
The qualification reservation or adverse remarks as contained in Secretarial AuditReport and Management view on it are as under.
|Sr. No. Secretarial Auditors' Qualification Reservation or adverse remarks ||Management Justification |
|1 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. |
|2 The Company was not comprised of minimum 6 (Six) Directors on the Board as on 1st April 2020. This is noncompliance of Regulation 17 of SEBI (LODR) Regulations 2015 ||Due to COVID-19 and Nationwide Lockdown the Company could not comply with the Regulation 17 of SEBI (LODR) Regulations 2015. |
|3 The Company has not submitted Quarterly Corporate Governance Report (QCGR) for December 2020 to Calcutta Stock Exchange Limited within the prescribed time limit. This is non-compliance of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||This compliance was inadvertent on the part of compliance officer due to connectivity issue. |
|4 Cut-off date for e-voting in 27th Annual General Meeting was not taken as per requirement of Rule 20 of the Companies (Management and Administration) Rules 2014 ||Management will hereinafter ensure proper measures for compliance of the requirement of Rule 20 of the Companies (Management and Administration) Rules 2014. |
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 2021 issued by Mr. Manish R. Patel (COP: 9360) 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 - 3".
32. CORPORATE GOVERNANCE REPORT:-
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 - 4" forming part of the Annual Report. Therequisite certificate from M/s. N B T and Co. Chartered Accountants (FRN: 140489W)Mumbai Statutory Auditor of the Company confirming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.
33. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR ANDTHE 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 2021 and the Company'sresponse to the situation arising from this pandemic has been explained in the ManagementDiscussion 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 meeting held onThursday 19th March 2020 has approved Shifting of Registered Office of the Company from404 Navneet Plaza 5/2 Old Palasia Indore - 452001 Madhya Pradesh to 101 SiddhChambers Taratiya Hanuman Street Gurjar Faliya Haripura Surat-395003 Gujarat i.e.from the State of Madhya Pradesh to the State of Gujarat with effect from 1st April 2020.Further your Company has received a certificate dated 7th July 2020 from the Registrar ofCompanies Ahmedabad regarding registration of Order of Hon'ble Regional Director NorthWestern Region Ahmedabad for shifting of Registered Office of the Company from the Stateof Madhya Pradesh to the State of Gujarat. Accordingly New Corporate Identification Number(CIN) L45201GJ1993PLC114416 is allotted to the Company.
35. CHANGE IN THE NATURE OF BUSINESS:-
During the year under review there is no change in the nature of the business of theCompany.
36. 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. 2020-21. However listing fees for the F.Y. 2021-22 are yet to bepaid due to Covid-19 pandemic.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:-
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 BSE imposed fine via E-mail dated 4th August 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 for the quarter ended March 2020. Dueto Covid-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 via E-mail dated 20th August 2020 for non-compliance withthe provisions of Regulation 17(1) of SEBI (LODR) Regulations 2015. There were fourDirectors in the Company which was less than six. The above mentioned Non-compliance ofRegulation is not intentional. Due to ongoing Covid-19 pandemic from the month of March2020 and various restrictions imposed by the Government including Lockdown; the Companywas unable to find a suitable candidate in order to fulfill the requirement of the saidRegulation. However the Company has complied with the provisions by appointing Ms. NehaPatel (DIN: 08851139) and Ms. Sweety Rana (DIN: 08850949) as directors of the companyw.e.f. 1st September 2020.
The CSE has posted list of Companies on its website with fine imposed undervarious Regulations. Pursuant to list available CSE has imposed total fine (excludingGST) of Rs. 121000/- under Regulation 13(3) 27(2) 31 and 33 of SeBI (LODR)Regulations 2015. On getting acquainted of the penalties suitable replies with proof ofcompliances were submitted by the Company on 15/02/2021 & 08/06/2021. Aftersubmission the Company has not received any comment from CSE.
However after the closing of the financial year following instances occurred.
The Company has received intimation from the BSE Limited via e-mail dated 23rdJune 2021 for waiver of fines for Non-compliance of Regulation 17(1) of SEBI (LODR)Regulations 2015.
38. 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.
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. 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 privateestablishment your Company also took part in the mission 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.
42. 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 2020-21 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 2020-21 will also be available on the Company'swebsite (https://www.panthinfinity.com) websites of the Stock Exchange i.e. BSE Limitedat www.bseindia.com and on the website of the Company's Registrar and Transfer AgentPurva Sharegistry (India) Private Limited at www.purvashare.com.
43. 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 |
|Place: Surat ||JINAY KORADIYA |
|Date: 31/08/2021 ||Chairman & Managing Director DIN:03362317 |
|REGISTERED OFFICE || |
|101 Siddh Chambers || |
|Taratiya Hanuman Street Guijar Falia || |
|Haripura Surat-395003 Gujarat. || |