PAN HR Solution Ltd Directors Report

To,

The Members,

PAN HR SOLUTION PRIVATE LIMITED

The Directors have pleasure in presenting their Annual Report on the business and operations
of the company and Audited Accounts for the Financial Year ended 31^st March, 2024.

The financial performance of your company:

In Rs.

Particulars		2023-24		2022-23
Income
Revenue from operations		3,306,191,400.42		3,02,30,33,858.55
Other income		8,391,022.34		25,25,855.96
Total Income		3,314,582,422.76		3,02,55,59,714.51
Expenses
Cost of Material Consumed		-		-
Change in inventories of Finished goods, work in progress and Stock-in-Trade
Employee benefits expenses		2,694,407,961.09		2,47,03,74,812.49
Financial Costs		284,999.35		2,83,957.81
Depreciation and amortization Expenses		3,595,816.37		21,38,612.05
Other Expenses		551,705,792.72		51,76,72,744.79
Total expenses		3,249,994,569.53		2,99,04,70,127.14
Net Profit/(Loss) before tax exceptional items		64,587,853.23		3,50,89,587.37
Exceptional Items Profit on Sale of Fixed assets		-
Profit before Tax		64,587,853.23		3,50,89,587.37
Current Tax		16,778,980.00		1,02,32,450.21
Deferred Tax		-417,273.29		(29,459.95)
Excess Provisions of Income Tax of earlier Years		"
Net Profit after tax	48,226,146.52		2,48,86,597.11

The total income from operations of your Company for the Financial Year ended 31st March
2024 is Rs. 3,314,582,422.76 compared to Rs. 3,02,55,59,714.51 in the previous Financial Year
ended 31st March 2023. During the Financial Year 2023-24 the Company earned net Profit of
Rs. 48,226,146.52 as against Rs. 2,48,86,597.11 during previous year.

Keeping in view the future growth of the Company, the company has declared an interim
dividend of Rs. 510 per share amounting to Rs. 1,00,00,000 be paid out of the profit of the
Company for the financial year ended 2022-23 on the equity shares to those shareholders whose
names appear in the Register of members of the Company on 03^rd January 2024.

There were no significant changes in the nature of the business of the Company during the
period under review.

For the period ended 31st March 2024, the Company has transferred Rs. 48,226,146.52 to
Reserve.

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings
of the Board of Directors and General Meetings respectively have been duly followed by the
Company.

During the year under review, there is no change in share capital of the company.

The Total Paid-up Share capital of the company as on March 31^st 2024 was 1, 96,000 (One Lakh
Ninety Six thousand) only.

There is no change in the constitution of Board of Company during the period under review.

The provisions of Section 203 of the Companies Act, 2013 pertaining to appointment of Key
Managerial Personnel are not applicable to the Company.

The Following are the Directors of the Company at the end of the Financial Year ended March
31, 2024.

S.NO. NAME OF DIRECTOR	DIN NO.
1 RAJEEV KUMAR	07368623
2 RAVI SHEKHAR	08535006

During the Financial Year 2023-24, Six (6) meetings of Board of Directors of the Company.

The maximum interval between any two Board Meetings did not exceed 120 (One hundred and
Twenty) Days. The details of attendance of each Director at Board Meetings are as follows:

S. No. Name of Director	Board Meetings
	No. of Meetings held	No. of Meetings attended
1 RAJEEV KUMAR	6	6
2 RAVI SHEKHAR	6	6

The Company does not have any Holding, Subsidiary & Associate Company.

Pursuant to the provision of section 139 of the Companies Act, 2013 and the rules framed there
under, M/S. L M AGARWAL & CO., Chartered Accountants (FRN: 000113C) be and are hereby appointed,
as the auditors of the Company for a period of 5 years until the conclusion of Annual General Meeting of
the Company to be held in the Financial Year 2025-26, at such remuneration as shall be fixed by the Board
of Directors of the Company."

Your Company does not fall in any of the provisions of section 177(9) & (10) of companies Act,
2013. Hence requirement of establishing a vigil mechanism i.e. whistle blower policy is not
applicable on the company.

No qualification, reservation or adverse remark or disclaimer made by the auditor in his report.

The Directors state that the overall turnover of the company does not exceed the limit prescribed for
maintenance of Cost Records as specified by the Central Government under Section 148(1) of the
Companies Act, 2013, accordingly such accounts and records are not made and maintained by the
Company

The internal audit function provides an assurance to the Board of Directors and the Senior
Management on the quality and effectiveness of the PAN HRs internal controls, risk management
and governance related systems and processes. At the beginning of each financial year, an audit plan
is rolled out after approval of the Board of Directors. The Board of Directors on a quarterly basis
reviews the internal audit reports based on the approved plan, which includes significant audit
observations, corrective and preventive actions. The Board also reviews adequacy and effectiveness
of internal controls based on such reports.

Pursuant to provisions of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (‘Rules), the
dividend which remains unclaimed or unpaid for a period of seven years from the date of
transfer to the Unpaid Dividend Account of the Company and shares on which dividend are
unclaimed or unpaid for a consecutive period of seven years or more are liable to be transferred
to IEPF. This clause is not applicable.

The Board of Directors facilitates the execution of Risk Management Practices in the Company,
in the areas of risk identification, assessment, monitoring, mitigation and reporting. At present
the Company has not identified any element of risk which may threaten the existence of the
Company.

There are no significant and material orders passed by the Regulators/ Courts/ Tribunals
impacting the going concern status and companys operations in future.

The Board has adopted the procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Companys policies, the safeguarding of its assets, the

prevention and detection of frauds and errors, the accuracy and completeness of the accounting
record, and the timely preparation of reliable financial disclosures.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the
Company.

The status of the Company being a Private Limited Company and not having material
profit/turnover/Banks borrowings, the provision related to

(a) Statement on declaration given by Independent Directors [Section 149)

(b) Formation of Audit Committee (Section 177)

(c) Formation of Nomination and Remuneration Committee (Section 178)

(d) Undertaking formal Annual Evaluation of Board and that of its committees and the
individual Directors

(e) Undertaking Secretarial Audit (Section 204)

are not applicable to the Company and hence no comment is invited in this regard.

There were no material changes and commitments affecting the financial position of the
Company between the end of period to which this financial statements relate and the date of this
Report.

The Company has not issued shares with differential voting rights nor granted stock options nor
sweat equity during the period under review.

The Company has not accepted any deposit during the year under review which fall under
Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not entered into any transactions that covered under the provision of section
186 of the Companies Act, 2013.

All related party transaction that were entered into during the Financial Year ended 31^st March
2024 were on arms length basis and were in the ordinary course of business. The details are
disclosed in Form AOC-2 as Annexure to this report.

During the period under review, the Company has not accepted unsecured loan from directors
of the Company as per given table

During the year under consideration, your Company has formed the committee in regard to
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
as the number of employees of the Company is above 10.

Your Company has formed committee in regard to Sexual Harassment of women at workplace
(Prevention, Prohibition, and Redressal) Act, 2013. This Committee meet as and when
considered necessary.

During the Financial Year 2023-24, no case was filed pursuant to Sexual Harassment of women
at Workplace (Prevention, Prohibition, and Redressal) Act 2013

The details of conservation of energy, technology absorption, foreign exchange earning and
outgo are as follows:

Conservation of energy:

No information is required to be provided under this segment.

Technology absorption:

No information is required to be provided under this segment.

Foreign exchange earning and outgo:

There is no foreign exchange earning and outgo during the year.

Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016] during the financial year.

As Company has not done any one time settlement during the year under review hence no
disclosure is required.

To the best of their knowledge and belief and according to the information and explanations
obtained by them, your directors make the following statements in terms of section 134(3] (c]
of the Companies Act, 2013:

(a] In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(b] The directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the company at the end of the financial year and of the profit and loss of the
company for that period;

(c] The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the company and for preventing and detecting fraud and other irregularities;

(d] The directors had prepared the annual accounts on a going concern basis; and

(e] The directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively

Your directors wish to take this opportunity to express their sincere thanks to all the investors,
shareholders and stakeholders for the faith and confidence they have reposed in the Company.
The directors also wish to place on record their deep appreciation for the employees for the hard
work, commitment and dedication shown throughout the period

For & on behalf of the; Bj>ard of Directors of

FotJRAW^^lb^bN PRIVATE LIMITED

 

RAVI SHEKHAR Direcl	or RAJEkv KUMAR
(DIRECTOR)	(DIRECTOR)
DIN;08535006	DIN: 07368623

 

Date; 25.09.2024

Place: Noida