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Your Directors are pleased to present the 34th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31st March, 2018.
Pan India Corporation Limited (Your Company) is engaged in the business to invest in, buy, sell, transfer, hypothecate, deal in and dispose of any shares, stocks, debentures (whether perpetual or redeemable debentures), debenture stock, securities, including securities of any government, Local Authority, bonds and certificates and properties (whether Immovable or movable).
SUMMARISED FINANCIAL HIGHLIGHTS
(Amount in Rs.)
Year Ended 31st March, 2018
Year Ended 31st March, 2017
|Income from Operations||
|Profit/ (Loss) before tax||
|Less: Provision for Deferred Tax||
|Less: Prior period Adjustment of Tax||
|Net Profit/(Loss) after Tax||
STATE OF COMPANYS AFFAIRS
During the year, company has zero Turnover. Your directors expect that there will be further improvement in overall performance in the coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2017 18
There is no material changes and commitment affecting the financial position of company after the close of financial year 2017-2018 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
There is no subsidiary and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.
Further, M/s Mitika Traders Private Limited ceased to be our Associate Company during the year under review.
DIVIDEND AND RESERVES
During the year under review, your Company does not recommend any dividend in the absence of profits. And also, your company has not made any transfer to Reserves during the financial year 2017-2018.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments, if any, which are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2018 and forms a part of annual report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures.
The internal audit is entrusted to M/s R. Mahajan & Associates, a firmof
Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business practices.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same. The Board of Directors has framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.
During the year no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.
RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions entered by the company with related party for the year under review were in the ordinary course of business and on Arms Length basis. Detail of related party transactions have been disclosed in notes to the financial statements.
Further, your company has not entered into any material contracts or arrangements with related parties at arms length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with rules made there under, in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (http:// www.panindiacorp.com/RelatedPartyPolicy-v1.2.pdf).
The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all risks.
In this regard the board has formulated a Risk Management policy, which defines the risk assessment and minimization procedures. As per view of board, apart from liability which may arise for payment of statutory dues to government of India regarding increase in authorized capital, there is no other risk in operation of company, which may impact the existence of company.
AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS
In terms of the provisions of Section 139(1) of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee of the Board subject to its confirmation by the members/shareholders in the
Annual General Meeting approved the appointment of M/s Soni Gulati & Co., Chartered Accountants, as a Statutory Auditors of the Company for a period of Five years at the 32nd Annual General Meeting held on
30th September, 2016 and ratification by the members/shareholders at every Annual General Meeting of the Company. However, Companies
Amendment Act, 2017 read with notification dated 07th May, 2018 deleted provision of Annual ratification of appointment of Auditors. As such, no resolution for approving the ratification of appointment of
Statutory Auditors has been proposed in the Notice.
The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks or qualification in the Report except as stated below and general remarks are in the nature of facts. M/s Soni Gulati & Co., Chartered Accountants who was Statutory Auditors of the Company have given their remarks which are as follows:
Auditor remarks for financial statement ending 31.03.2018: The Company is regular in filing and depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities. However, according to the information and explanations given by the management of the company, below mentioned Income Tax Liability is outstanding as at 31st March, 2018 for a period of more than six months from the date they became payable:
Further, the company has also not deposited the following ROC Fees on account of disputes
|Name of the Statue||Nature of Dues||Amount||Period to which amount relates||
Forum where dispute is pend- ing
|Compa- nies Act, 1956||R.O.C fees for increase in Authorized Capital||Amount ascer- tained over 2.76 crores which has been accepted by the company but not depos- ited as part payment is not accept- able.||F.Y. 1996- 97 & F.Y 1998-99||
Tis Hazari Court
Our reply to auditor remarks:
1. In respect of outstanding Income tax Demands: -
These demands have been uploaded by the Income tax Department on Income Tax portal. We are looking into the demands for these years and for against these demands either rectification application will be filed or appeal will be filed.
2. In respect of ROC fees: -
Your Board has acknowledged that the statutory fees is required to be paid to Registrar of companies (ROC), Ministry of Corporate Affairs for increase in authorized share capital of the company in past. However, the amount to be paid to ROC is yet to be ascertained due to changes in law from time to time.
ROC has already filed prosecution before Court for non-compliance of Section 97 of the Companies Act 1956 and company has also filed reply before the court stating its intent to pay fees on increase in authorized capital, such matter is now sub-judice before the court and company is awaiting the directions of court regarding ascertainment of fees to be paid to ROC, Delhi.
Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the board has appointed M/s Pritika Nagi & Associates, Company Secretary in Practice to conduct the Secretarial
Audit of the Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is attached herewith as part of the Annual Report as Annexure A which forms an integral part of this report.
There are no secretarial audit qualification/adverse remarks, reservation for the year under review except as stated below: -.
Secretarial Auditor remarks for financial year ending
SECRETARIAL AUDITOR REMARK
Appointment of Company Secretary which is mandatory for the company is not done by the company during the year 2017-18.
Our reply to Secretarial Auditor remarks:
Your Board has acknowledged that the Whole Time Company Secretary is not appointed in the company in the financial year 2017 -2018, it is to be informed to the board that financial position of the company is not very strong and company is running into losses, so appointment of Whole Time Company Secretary will be an addition burden on the financial position of the company.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Retirement by Rotation
In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr. Ankit Rathi, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Appointment / Re-appointment and Cessation of Directors & KMP
During the year under review, shareholders have approved the re-appointment of Mr. Vijay Pal Shukla, who was liable to retire by rotation at the last Annual General Meeting and appointment of Mr. Omprakash Ramashankar Pathak as Managing Director of the company for a Period of 3 years w.e.f. 07th May, 2017 till 06th May, 2020 at nil remuneration.
Ms. Swati Kapoor, Ex Company Secretary of the company has resigned from the company w.e.f 13th May, 2017.
Further, there is no change in the composition of the Board of Directors of the Company and no directors and Key Managerial Personnel have been appointed/ re-appointed or resign from the company during the year under review i.e. 2017 2018, except as specified above.
All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149(6) of The Companies Act, 2013 and Regulation 16(1) (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of Companies Act, 2013 are included in this report as Annexure B and forms an integral part of this report and same will also be available on Companys Website www. panindiacorp.com
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agenda and notes on agenda of each Board Meeting was given in writing to each Director.
In the Financial Year 2017-2018, the Board met Eight (8) times. The meetings were held on 07/05/2017, 13/05/2017, 29/05/2017, 26/08/2017, 24/10/2017, 09/12/2017, 12/02/2018 and 26/03/2018. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details, please refer report on Corporate Governance, an integral part of this Annual Report.
The present Audit Committee of the board comprises of three members with independent directors forming a majority, namely, Mr. Harish Kumar Chauhan, Non-Executive Independent Director is the Chairman of the Committee and Mr. Ankit Rathi, Promoter Non- Executive Director and Ms. Preeti Sharma, Non-Executive Independent Director are members of the committee.
All the recommendations made by the Audit Committee were accepted by the board.
Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report.
POLICIES &DISCLOSURES VIGIL MECHANISM
The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Companys Website at the link: http:// www.panindiacorp.com/WhistleBlowerPolicy.pdf.
REMUNERATION AND NOMINATION POLICY
The nomination and remuneration committee has recommended to the Board: a) A policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy are attached as Annexure C in this report and b) Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure D to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board. However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and
Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole and that of its committee was conducted based on the criteria and framework adopted by the Board. Board has engaged Nomination and Remuneration Committee for carrying out the evaluation and their finding were shared with the board that had discussed and analyze its performance during the year. The Board approved the evaluation results as collated by the nomination and remuneration committee. The exclusive meeting of Independent Directors was held to evaluate the performance of the Board, non-Independent Directors & the Chairman.
The performance evaluation of committees and board as a whole was done on the basis of questionnaire which was circulated among the board members and committee members and on receiving the inputs from them, their performance was assessed.
Lastly, performance evaluation of individual directors was done on the basis of self-evaluation forms which were circulated among the directors and on receiving the duly filled forms, their performance was assessed.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are put on the website of the Company at the link: http://www.panindiacorp.com/ familirisation_policy.pdf To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductees about the Companys organization structure, finance, human resources, facilities and risk management.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website (http://www. panindiacorp.com/docs.html).
Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Report of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of the Annual Report.
The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure E of the Directors Report.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure F of the Directors Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules.
Further, the details of top 10 employees in terms of Remuneration Drawn as per provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details of directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure G.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:
Conservation of Energy
i.) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.
ii) Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities
iii) The Capital investment on energy conservation equipments: Nil
Technology Absorption, Adaption & Innovation and Research & Development
No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2017-18, the details as per rule 8(3) of the companies (Accounts) Rules 2014 are as follows: i) Efforts made towards technology absorption: - Nil ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)- a) Details of technology imported: Nil b) Year of Import: Nil c) Whether the technology been fully absorbed: Nil d) Areas where absorption has not taken place and the reasons there of: Nil iv) Expenditure incurred on Research and Development: Nil
Foreign Exchange Earnings and Outgo
As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.
Foreign Exchange Earnings : Nil Foreign Exchange Outgo : Nil
DIRECTORS RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors confirmed the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
1) That in preparation of Annual Accounts for the year ended March 31st, 2018; the applicable accounting standards have been followed and there are no material departures from the same;
2) 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 & fair view of the state of affairs of the Company as at March 31st, 2018 and of the profit and loss of the Company for the year ended on that date;
3) That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) The directors have prepared the annual accounts on a going concern basis; or material orders were passed by the regulators
5) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
6) That 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.
LISTING OF SECURITIES
The Companys Equity Shares are listed on following stock exchanges:
i. The Delhi Stock Exchange Limited
ii. The Bombay Stock Exchange Limited
iii. The Madras Stock Exchange Limited iv. The Stock Exchange Ahmedabad
v. The Calcutta Stock Exchange Association Limited
Securities and Exchange Board of India (SEBI) vide their circular dated 14thMay, 2015 and 23rd January, 2017 derecognized Madras Stock Exchange and Delhi Stock Exchange respectively.
Further, the Company is Voluntary delisted from National Stock
Exchange of India Limited w.e.f. 30th June, 2017.
Your Company was suspected as Shell Company by SEBI, due to which equity shares of the company were placed in Stage VI of the Graded Surveillance Measure ("GSM") on the stock exchange and was permitted for restricted trading once a month and transfer of the scrip in restrictive trading category or settlement on trade to trade basis.
Now restriction imposed on trading of the Company by BSE has been withdrawn and freely available for trading.
Further BSE vide its order ref no L/SURV/OFL/ KM/2018-19/SHELL/COMP/511525/2 dated 27th April, 2018 initiate the Forensic Audit of books of accounts of the company in this regard BSE appointed M/s. PVRN & Co., Chartered Accountants to carry out the Forensic Audit of the Company and the same is under process.
Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -a) Details relating to deposits covered under Chapter V of the Act. b) Issue of the equity shares with differential rights as to dividend, voting or otherwise. c) Issue of shares (including sweat equity shares) to directors or employees of the Company. d) Issue of Employee Stock Option Scheme to employees of the company. e) As there is no subsidiary or holding company of your company, so Managing Director of the company does not receive any remuneration or commission from any of such companies. f) No significant or courts or tribunals, which impact the going concern status and Companys operations in future. g) Purchase of or subscription for shares in the company by the employees of the company. h) There is no subsidiary of company, so no policy on material subsidiary is required to be adopted.
Your Directors further state that: -a) The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. b) And there is no change in the nature of business of company during the year.
INDUSTRIAL AND HUMAN RELATIONS
Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.
Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment,
ANNUAL REPORT 2017-2018
sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company. Annexure A to Directors Report
By Order of the Board of Directors For Pan India Corporation Limited
|Vijay Pal Shukla||
Omprakash Ramashankar Pathak
|Add: 4/18, Shashi Building,||
Add: 503, 5th Floor, Trimurti Appt,
|2nd Floor, Asaf Ali Road,||
Kores Road, J. K. Gram,
|New Delhi 110002.||