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Panther Industrial Products Ltd.

BSE: 524055 Sector: Financials
NSE: N.A. ISIN Code: INE181D01014
BSE 00:00 | 23 Jan Panther Industrial Products Ltd
NSE 05:30 | 01 Jan Panther Industrial Products Ltd
OPEN 37.95
PREVIOUS CLOSE 37.95
VOLUME 100
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Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 37.95
CLOSE 37.95
VOLUME 100
52-Week high 37.95
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Panther Industrial Products Ltd. (PANTHERINDLPR) - Director Report

Company director report

To

The Members of

PANTHER INDUSTRIAL PRODUCTS LIMITED

Your Directors have pleasure in presenting this Thirty Second Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2020.

FINANCIAL PERFORMANCE:

(Amount in Rs.)

PARTICULARS As on 31.03.2020 As on 31.03.2019
Revenue from operations (net) -
Other income -
Earnings before interest tax depreciation and amortization (EBITDA) and prior period adjustments
Depreciation and amortization expenses 344298 528835
Other expenses 2343274 4632261
Profit before tax (PBT) (2687572) (5311096)
Profit after tax and minority interest (PAT) (2687572) (5311096)

OPERATIONAL PERFORMANCE:

During the year under review Your Company has reported Loss of amounted to Rs 2687572/-in the current year as compared to Loss of Rs 5311096/- in the previous year.

DIVIDEND:

In order to conserve the resources of the Company and incurred loss during financialyear your Directors regret their inability to recommend any payment of dividend for theFinancial Year ended March 312020.

UNCLAIMED DIVIDEND:

There is no balance lying in unpaid equity dividend account.

SHARE CAPITAL:

The paid-up equity share capital of the Company as on 31st March 2020 wasRs 14000970/-. During the year under review the Company has not issued any shares. Ithas neither issued employee stock options nor sweat equity shares and does not have anyscheme to fund its employees to purchase the shares of the Company.

Further during the year under review the promoters have not acquired/sold any sharesof the Company.

DEPOSITS:

Your Company has not accepted/invited deposits from the public falling within the ambitof Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.

TRANSFER TO RESERVE:

Company has not transferred any amount from profit to General Reserve.

HOLDING COMPANIES/SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES:

Your Company neither have any Holding Companies / Subsidiary Companies nor have anydirect Associate Companies during the financial year end 31st March 2020.

RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into during the Financial Year were on arm'slength basis and were in the ordinary course of business. There are no materiallysignificant Related Party Transactions made by the Company with Promoters Directors orother designated persons which may have a potential conflict with the interest of theCompany at large.

Since all the Related Party Transactions entered into by the Company are in theordinary course of business and on arm's length basis Form AOC-2 is not applicable to theCompany. None of the Directors has any pecuniary relationship or transactions vis-a-visthe Company.

DIRECTORS:

As on 31st March 2020 the Company has Three Directors consisting of OneIndependent non-executive Director and Two non-executive Directors.

a) Appointment/Resignations from the Board of Directors

In terms of Section 149 152 read with Schedule IV and all other applicable provisionsof the Companies Act 2013 and The Companies (Appointment and Qualification of Directors]Rules 2014 (including any statutory modifications or re-enactment thereof for the timebeing in force) the Independent Directors were appointed for a term of five years and arenot liable to retire by rotation.

During the year there was no Appointment of Directors or resignation of Directors.

b) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI Regulations a Company shall have atleast one Woman Director on the Board ofthe Company. Your Company's Board is represented by One Woman Director Mrs. PallaviJayshankar Mehta.

c) Directors Retiring by Rotation

In accordance with the provisions of section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. KARTIK K. PAREKH (DIN: 00009502)Director of the Company retire by rotation at the forth coming Annual General Meeting ofthe Company and being eligible offers himself for reappointment.

The information of Directors seeking appointment/re-appointment as required pursuant toRegulation 36(3) of the SEBI Regulations is provided in the notice covering the AnnualGeneral Meeting of the Company. Based on the confirmations received from Directors noneof the Directors are disqualified from appointment under Section 164 of the Companies Act2013.

NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various businesspolicies strategies and other businesses.

The Board met Five times during the FY 2019-20viz 30th May 2019 17thJune 2019 13th August 2019 14th November 2019 and 13thFebruary 2020.

COMMITTEES OF THE BOARD:

Your Company has several committees which have been established as a part of the bestpractices and are in compliance with the requirements of the relevant provisions of lawsand statutes applicable to the Company.

The Company has following Committees namely:

1. Nomination and Remuneration Committee;

2. Stakeholders' Grievance and Relationship Committee;

3. Audit Commitee;

DECLARATION BY INDEPENDENT DIRECTORS:

Company has received declaration from all the independent directors duly signed by themstating that they meet the criteria of independence as provided in section 149(6) of theCompanies Act 2013. There has been no Change in the circumstances affecting their statusas Independent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirement of Schedule IV of the Companies Act 2013 the IndependentDirectors of the company have complied with the code of Independent Director. IndependentDirectors met separately on 13th February 2020 to inter alia review theperformance of Non-Independent Directors (Including the Chairman) the entire Board andthe quality quantity and timeliness of the flow of the information between the Managementand the Board.

PERFORMANCE EVALUATION OF THE BOARD:

In compliance with the provisions of the Companies Act 2013 and Regulation 25(4) (a)of the SEBI Regulation annual performance evaluation of the Board and its Directorsindividually was carried out. Various parameters such as the Board's functioningcomposition of its Board and Committees execution and performance of specific dutiesobligations and governance were considered for evaluation.

The performance evaluation of the Board as a whole was carried out by the IndependentDirectors. The performance evaluation of each Independent Director was also carried out bythe Board.

The Board of Directors expressed their satisfaction with the evaluation process. CORPORATESOCIAL RESPONSIBILITY (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

INDIAN ACCOUNTING STANDARD (IndAS):

The Indian Accounting Standards (Ind AS) were notified by the Ministry of CorporateAffairs on February 162015. These standards will become applicable to the Company itssubsidiaries and associates with effect from April 1 2016 Your Company has takenadequate steps in this regard to ensure a smooth transition to Ind AS.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of the business of the company.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:(COVID-19):

In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments across the globe to enforce lock-downs of all economicactivity. For the Company the focus immediately shifted to ensuring the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers globally. In order to ensure smooth functioning work from home facility wasextended to most of the employees of the company. Although there were uncertainties due tothe pandemic in the last quarter of Fy 2020 inherent resilience of the business modelwill position the Company well to navigate the challenges ahead. Also the Covid-19 willimpact the finances of the company and its impact can be ascertained only after lifecoming to stable position.

MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATION:

The observations made by the auditors in their report in respect of the Internal AuditSystem and others read together with the notes on accounts are self- explanatory and donot call for the further explanation however the following be noted as furtherclarification:

Note B (3) in the Significant Accounting Policies and Notes on Accounts (Notes A &B) to the balance sheet

(a) Reference is invited to note B(16)(a)in Notes on Accounts to the balance sheet andstatement of profit and loss regarding Trade receivable by the management Rs 87122294Though the company is confident of recovery in view of huge losses and uncertainty in thebusiness operations and hence the management has not made any provision for the same.

(b) There has been a permanent dimunition in the value of the non current investmentswhich has been adjusted through retained earnings.

The unsecured interest free loan granted by the Company to companies under the samemanagement with understanding that the same has been granted for temporary period andrecoverable on demand hence the same is not prejudicial to the interest of the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place a policy for Prevention of Sexual Harassment in line with therequirements of the Sexual Harassment of Women at the Workplace (Preservation Prohibition& Redressal) Act 2013. Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. TheCompany has not received any complaint of sexual harassment during the Financial Year2019-2020.

AUDITORS:

Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with TheCompanies (Audit and Auditors) Rules 2013 including any statutory enactment ormodification thereof M/s. S.K. Lahoti & Co. (Firm Registration

No. 131520W) Chartered Accountants Mumbai be appointed as Statutory Auditors ofthe Company till financial year 2021-22 subject to ratification of the appointment by themembers at every Annual General Meeting to be held during their tenure on suchremuneration as may be fixed by the Board of Directors of the Company besides service taxand any other applicable levies and reimbursement of travelling communication and out ofpocket expenses.

Secretarial Auditor:

The Company is unable to obtained Secretarial Audit required under section 204(1) ofthe Companies Act 2013 and the rules made thereunder as the assignment of theSecretarial Audit has not been accepted by any professional having membership of Instituteof Company Secretaries of India. The Company has been trying to engage a Company Secretaryfrom the date became applicable to the company but in vain.

However the company shall continue to try and engage a Company Secretary who couldaccept the assignment and report shall be furnished accordingly.

SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI):

The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India (ICSI).

CORPORATE GOVERNANCE:

Since The Paid Up Capital of the company is less then Rs 100000000/- and Networth not exceeding Rs 250000000/- therefore separate section on CorporateGovernance practices followed by the Company as stipulated under Regulation 15(2) andSchedule V of the SEB1 Regulations are Not applicable to the company. However asmeasure of good corporate governance practice the company has voluntarily initiated tothe extent possible considering constitutions of Board and activities of the Companysteps towards the compliance of the same.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

During the year under review the Company has not advanced any loans/ given guarantees/made investments and the Rules made there under are given in the notes to FinancialStatements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the financial year No significant material orders have been passed by theRegulators or Courts or Tribunals which would impact the going concern status of theCompany and its future operations.

PARTICULARS OF EMPLOYEES:

None of the employee has received remuneration exceeding the limit as in pursuant toSection 197(12] of the Companies Act 2013 read with Rule 5(1] and 5(2] of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanation obtained by them the Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:

(a) That in preparation of the Annual Financial Statements for the year ended 31stMarch2020; the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.

(b) That such accounting policies as mentioned in the notes to the Financial Statementshave been selected and applied consistently and judgements and estimates have been madethat are reasonable and prudent so as to give true and fair view of the Statement ofAffairs of the Company as at 31st March 2020 and of the Profit of the Companyfor the year ended on that date.

(c) That proper and sufficient care has been taken for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

(d) That the Annual Financial Statements have been prepared on a going concern basis.

(e) That proper Internal Financial Controls were in place and that the FinancialControls were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

STATUTORY DISCLOSURES:

Conservation of energy technology absorption foreign exchange earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as "Annexure-1".

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 asrequired under Section 92 of Companies Act 2013 forms an integral part of this Report as "AnnexureII".

LISTING OF THE COMPANY'S EQUITY SHARES

The equity shares of your Company are listed on The BSE Ltd. ACKNOWLEDGEMENT

Your Directors take this opportunity to express deep and sincere gratitude to all thestakeholders of the Company for their confidence and patronage.

Your Directors wish to place on record their appreciation for the support andcontribution made by the employees at all levels and also wish to thank all its customersdealers agents suppliers investors and bankers for their continued support and faithreposed in your Company.

Date: 31stJuIy 2020 For PANTHER INDUSTRIAL PRODUCTS LIMITED Kartik K. Parekh KaushikC. Shah
Place: Mumbai DIRECTOR DIRECTOR
(DIN:00009502) (DIN.00009510)

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