Panth Infinity Director Discussions


To,

The Members,

Your Directors are pleased to present the 30th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE:-

The Companys financial performance during the year ended 31st March, 2023 compared to the previous year is summarized below:

Particulars F. Y. 2022-23 F. Y. 2021-22
Income From Operations 1573.51 1458.24
Other Income 25.22 0.63
Total Income 1598.73 1458.87
Profit/(Loss) before Exceptional/Extraordinary Items and tax 86.67 (0.07)
- Profit/(Loss) on Sale of land - 0.20
- Write off Capital WIP 310.30 -
- Short Term Capital Gain 0.00 4.99
Profit/(Loss) Before Tax (223.63) 5.11
Less: Tax Expenses
- Current Tax 0.00 0.85
- Deferred Tax (0.09) (0.01)
Net Profit/(Loss) After Tax (223.54) 4.27

2. REVIEW OF OPERATTONS:-

The Income from Operation of your Company for the year 2022-23 has been increased to Rs. 1573.51 lakh as against Rs. 1458.24 lakh of the previous year. As a result the Companys Net Profit after tax has been decreased to (Rs. 223.54) lakh for the year 2022-23 as against the Net Profit after tax of Rs. 4.27 lakh of the previous year. Your Directors are hopeful to earn rational profit in the years to come.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity 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 Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. SHARE CAPITAL:-

As on 31st March, 2023, your Companys issued, subscribed & paid up Equity Share Capital is Rs. 18,48,22,280/- (Rupees Eighteen Crore Forty Eight Lakh Twenty Two Thousand Two Hundred Eighty) divided into 1,84,82,228 (One Crore Eighty Four Lakh Eighty Two Thousand Two Hundred Twenty Eight) Equity Shares of Rs. 10/- each.

During the Financial Year 2022-23, Pursuant to the Ordinary Resolution passed through Postal Ballot, The Company has allotted 61,57,228 Bonus Equity shares on the board meeting held on 20th July, 2022 and The Company has received Listing and Trading Approval of 61,57,228 Bonus Equity shares from BSELimited on 22nd July, 2022 and 28th July, 2022 respectively.

Consequently, the Companys issued, subscribed & paid up Equity Share Capital has been increased from Rs. 12,32,50,000/- (Rupees Twelve Crore Thirty Two Lakh Fifty Thousand) to Rs. 18,48,22,280 (Rupees Eighteen Crore Forty Eight Lakh Twenty Two Thousand Two Hundred Eighty).

The Board of Directors of the Company have recommended the issue of Bonus Shares in the proportion of 1:2 i.e. 1 (one) new fully paid-up Equity share of Rs 10/- each for every 2 (Two) fully paid-up Equity share of Rs. 10/- each to the eligible shareholders of the Company as on the Record Date fixed by the Board.

7. POSTAL BALLOT:-

During the Financial Year, the Board has proposed to pass following resolutions through Postal Ballot:

- Issue of Bonus Shares (Ordinary Resolution)

- To Appoint Mr. Satish Jashvantbhai Mejiyatar (DIN: 09524890) as an Independent Director of the Company. (Special Resolution)

- To Appoint Mr. Pranay Bhagirathbhai Shah (DIN: 09524651) as an Independent Director of the Company. (Special Resolution)

- To approve the appointment of Mr. Sendhabhai Makvana (DIN: 09756503) as a Chairman and Managing Director of the Company. (Special Resolution)

- Increase in Authorised Share Capital from Rs. 20 Crores to Rs. 37 Crores and amendment in Capital Clause of the Memorandum of Association. (Ordinary Resolution)

All the above mentioned resolutions were deemed to be passed with requisite majority on 4th July, 2022 and 03rd December, 2022. i.e. on the last date of voting on the Postal Ballot.

8. BOARD OF DTRECTORS:-

Mr. Jinay Navinchandra Koradiya (DIN: 03362317), Mr. Hitesh Shivalal Patel (DIN: 07851008), Mrs.

Falguni Mehal Raval (DIN: 8605075), and Mrs. Neha Saurabh Patel (DIN: 08851139) were the

Directors on the Board at the beginning of financial year. However, the following changes were

occurred during the Financial Year 2022-23.

? Mr. Satish Jashwantbhai Mejiyatar (DIN: 09524890) and Mr. Pranay Shah (DIN: 09524651) have been appointed as an Additional Independent Director of the Company at the Board Meeting held on 04th July, 2022.

? Mr. Satish Jashwantbhai Mejiyatar (DIN: 09524890) and Mr. Pranay Shah (DIN: 09524651) have been regularized as Independent Director of the Company as per the Shareholders resolution passed through Postal Ballot on 04th July, 2022 for the period of five consecutive year.

? Mr. Sendhabhai Amrutbhai Makvana has been appointed as a Chairman and Managing Director of the Company at the Board Meeting held on 18th October, 2022 which resolution has been approved by shareholders through Postal Ballot on 03rd December, 2022 for a term of 3 years w.e.f. 18th October, 2022 to 17th October, 2025.

In the opinion of Board, the Independent Directors of the Company possess the integrity, requisite

experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs.

9. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable Indian Accounting Standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2023 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for 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;

(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 operating effectively;

(vi) the proper systems have been devised to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the year under review, the Company has not provided any loan, made any investment or given any Guarantees falling within the purview of Section 186 of the Act.

11. MEETINGS OF BOARD OF DTRECTORS:-

During the year under review, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which 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 each Director of the Company.

12. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committees and all their meetings held during the year 2022-23 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

13. MEETINGS OF MEMBERS:-

During the year under review, 29th Annual General Meeting of the Company was held on 30th September, 2022 and no Extra Ordinary General Meeting was held during the financial year However the Company has passed Shareholders Resolution on 04th July, 2022 and 03rd December, 2022 through postal ballot which is deemed to be held Extra-ordinary general meeting.

14. BOARD EVALUATION:-

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI in January, 2017.

The performance of Chairman of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

15. PREVENTION OF INSIDER TRADTNG:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Persons of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ‘Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have 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 Companies Act, 2013 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given as below:-

A. Conservation of Energy:

(i) Your Company is not engaged in any type of production. Hence, there are no extra steps taken for energy saving. However, Requisite steps have been taken to improve energy consumption by using LED lights in back office area of the Company.

(ii) The steps taken by the Company for utilising alternate sources of energy: The Company is not utilizing any alternate sources of energy. However, The Company is using electricity as main source of energy.

(iii) The capital investment on energy conservation equipment: Nil

B. Technology Absorption:

(i) The efforts made towards technology absorption: N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: N.A.

(iii) In case of imported technology (imported during last three years reckoned from the beginning of the financial year): N.A.

(iv) The expenditure incurred on research & development during the year: NIL

C. Foreign Exchange Earning and Outgo:

Th e foreign ^^xchange earnings and expenditure of the ^^o^mpany is NIL.

17. EXTRACT OF ANNUAL RETURN:-

By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report. The web-link as required under the Act is as under https://panthinfinitv.com

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

19. POLTCY:-

? RTSK MANAGEMENT POLTCY:-

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 the provisions of the Act and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value of Stakeholders.

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

? VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has adopted Vigil Mechanism/ Whistle Blower Policy in accordance with the Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for Directors and employees of the Company to report concerns about unethical behavior. The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting unethical behavior, fraud, violations, or bribery. The Company has Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable Laws and Regulations and the Code of Conduct, the same can be accessed through the Chairman of the Audit Committee. The employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy has been uploaded on the Companys website www.panthinfmity.com.

? POLICY FOR APPOINTMENT & REMUNERATION OF DIRECTORS. KMPs AND SENIOR MANAGEMENT PERSONNEL:-

The Companys policy relating to Nomination and remuneration of Directors, KMPs and Senior Management as stipulated in Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, forming part of Annual Report. The Policy has been uploaded on the Companys website www.panthinfmity.com.

20. JOINT VENTURES. SUBSIDIARIES AND ASSOCIATES:-

As on 31st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

21. CORPORATE SOCIAL RESPONSIBILITY

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 are not applicable to the Company.

22. NOMINATION AND REMUNERATION COMMITTEE

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The text of the policy is available on the website of the Company www.panthinfinity.com. There has been no change in the policy during the year.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions entered into during the financial year were at arms length basis and/or in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. Policy on Transactions with Related Parties as approved by the Board is uploaded on the

Companys website at web-link www.panthinfinitv.com.

During the year, your Company has not entered into any significant material related party transactions/contracts/arrangements. Accordingly, the disclosure of related party

transactions/contracts/arrangements as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under AS-18 has been made in Note to the Financial Statement.

24. PARTICULARS OF EMPLOYEES:-

Information on particulars of employees remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be NIL as there are no employees who are in receipt of remuneration above the prescribed limit.

25. 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 of Section 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 this report as "Annexure-1".

26. 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 Internal Complaints Committee pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

27. STATUTORY AUDITORS AND REPORT:-

M/s. C.P. Jaria & Co., Chartered Accountants, Surat having Firm Registration No. 104058W were appointed as Statutory Auditors of the Company, for a period of 5 years, for the financial year 2022-23 to the financial year 2026-27, on such remuneration as may be fixed by the Board of Directors of the Company.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

28. INTERNAL AUDITORS AND REPORT:-

M/s. Rana Daliya & Co. is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

29. SECRETARIAL AUDIT REPORT AND MANAGEMENT VIEWS ON QUALTFTCATTON:-

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Mr. Mukesh Jiwnani, Company Secretary in Practice, (Certificate of Practice No. 23381) Ahmedabad as a Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial Audit Report in form MR-3 for Financial Year 2022-23 is attached to this report as "Annexure-2".

The qualification, reservation or adverse remarks as contained in Secretarial Audit Report and Management view on it are as under.

Sr. Secretarial Auditors Qualification, Reservation No. or adverse remarks Management Justification
1. As required under Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015, The board of directors of the top 1000 listed entities (with effect from April 1, 2019) and the top 2000 listed entities (with effect from April 1, 2020) shall comprise of not less than six directors, However the Company has not complied with provision from 01st April, 2022 to 31st May, 2022. The Company has appointed requisite number of Directors on the Board w.e.f. 01/06/2022 and w.e.f. 18/10/2022 respectively to rectify the deviation.
2. As required under Regulation 17(1E) of the SEBI (LODR) Regulations, 2015, Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy, However, the Company has not filled up casual vacancy of Independent Director within three from the date of such vacancy created by resignation of independent Director The Company has appointed requisite number of Directors on the Board w.e.f. 01/06/2022 and w.e.f. 18/10/2022 respectively to rectify the deviation.
3. As required under Regulation 30 of the SEBI (LODR) Regulations, 2015, Proceedings of Annual General Meeting of the Company shall be disclosed within 24 hours, However the Company has not disclosed Proceedings of Annual General Meeting of the Company within 24 Hours. Due to technical glitch, the company was not able to file proceedings of Annual General Meeting However, the Company has filed the same after 24 hours.
4. As the Regulation 23(9) of the SEBI (LODR) Regulations 2015, The Listed entity shall make Related party transactions disclosures every six months within fifteen days from the date of publication of its standalone and consolidated financial results, However, the Company has not made such disclosures within fifteen days from the date of publication of financial results for the half year ended 31st March, 2022. The Company has paid penalty of Rs. 5,000/- to BSE due to late filing of Related party transactions.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT:

Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February, 2019, your Company has submitted the Secretarial Compliance Report of the Company for the financial year ended on 31st March, 2023 issued by Mr. Manish R. Patel, Practicing Company Secretary, (Certificate of Practice No. 9360) Surat with BSE Limited and The Calcutta Stock Exchange Limited within the prescribed time period. Annual Secretarial Compliance Report issued by Practicing Company Secretary is available on the website of the company at www.panthinfinity.com.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

The Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company is attached to this report as "Annexure - 3".

32. CORPORATE GOVERNANCE:-

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out under SEBI "Listing Regulations". The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as "Annexure - 4" forming part of the Annual Report. The requisite certificate on compliance of Corporate Governance from Secretarial Auditors Mr. Mukesh Jiwnani Proprietor of M/s. Mukesh J & Associates., Company Secretary (COP: 23381), Ahmedabad, is attached with Corporate Governance Report.

33. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT:-

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

34. CHANGE IN THE NATURE OF BUSINESS:-

During the year under review, there is no change in the nature of the business of the Company.

35. LISTING FEES:-

The Equity Shares of the Company are listed on the BSE Limited and the Calcutta Stock Exchange Limited. The Company has paid the necessary listing fees to the above Stock Exchanges for the F.Y. 2022-23.

36. 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 the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

37. MAINTENANCE OF COST RECORDS:-

Your company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY DURING THE FINANCIAL YEAR 2022-23.

During the F.Y. 2022-23, Mr. Parshottambhai Z. Patel has made open offer for acquisition of upto 32,04,500 (Thirty-Two Lakhs Four Thousand Five Hundred) Equity Shares, representing 26.00% of voting share capital of your company at an offer price of Rs. 13.00/- (Rupees Thirteen) pursuant to and in compliance with the provisions of Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto ("SEBI (SAST) Regulation"),

Consequent to the aforesaid open offer, Mr. Parhottambhai Z. Patel has acquired 35.91% of voting share capital of your company on 06th May, 2022.

39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER END OF THE FINANCIAL YEAR 2022-23 BUT BEFORE THE DATE OF THE REPORT

After end of the financial year 2022-23 but before the date of board report, Your Company has shifted its registered office outside the local limit, village, city, town from 101, Siddh Chambers, Taratiya Hanuman Street, Guijar Faliya, Haripura, Surat-395003 to Office No. 1816, Block-B, Navratna Corporate Park, Opp. Jayantilal Park, Ambli Bopal Road, Bopal, Daskroi, Ahmedabad-380058.

40. SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

41. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through j ob rotation and j ob 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 employees towards the performance of the Company.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWTTH THETR STATUS AS AT THE END OF THE FINANCIAL YEAR:-

During the year under review, the Company has neither made any application nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:-

During the year under review, no valuation has been executed with Bankers of the Company for one time settlement hence the question of difference between the amounts of valuation at the time of one time settlement and valuation at the time of taking loan does not arises.

44. GENERAL DISCLOSURES:-

Your Directors state 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:

1. Issue of shares with differential rights.

2. Issue of sweat equity shares.

3. There is no Employees Stock Option Scheme.

45. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:-

In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company, RTA or CDSL / NSDL ("Depositories"). Members may note that the Notice of AGM and Annual Report for FY 2022-23 will also be available on the Companys website www.panthinfinitv.com and on website of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and Notice of AGM on the website of National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com.

46. ACKNOWLEDGEMENTS AND APPRECIATIONS:-

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Ahmedabad.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good all-round record performance.

By order of the Board of Directors
For PANTH INFINITY LIMITED
Place: Ahmedabad SENDHABHAI AMRUTBHAI MAKVANA
Date:05/09/2023 Chairman & Managing Director
DIN:09756503
REGISTERED OFFICE
Office No. 1816, Block- B, Navratna Corporate Park, Opp. Jayantilal Park, Ambli Bopal Road, Bopal, Daskroi, Ahmedabad-380058