Panth Infinity Ltd Directors Report.

To,

The Members,

Your Directors are pleased to present the 27th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2020.

1. FINANCIAL PERFORMANCE:-

The Companys financial performance during the year ended 31st March, 2020 compared to the previous year is summarized below:

Particulars F. Y. 2019-20 F. Y. 2018-19
Income From Operations 17,68,25,127.18 15,66,72,889.31
Other Income 145.00 376.00
Total Income 17,68,25,272.18 15,66,73,265.31
Profit/(Loss) before Exceptional/Extraordinary Items and tax (2,93,625.24) 6,30,962.02
Add/(Less): Exceptional/Extraordinary items
- Loss on Sale of land (11,98,302.00) (4,03,431.00)
- Profit on sale of investment 1,59,04,250.00 7,50,000.00
- Short Term Capital Gain 4,070.00

-

Profit/(Loss) Before Tax 1,44,16,392.76 9,77,531.02
Less: Tax Expenses
- Current Tax 56,660.00 3,00,000.00
- Deferred Tax 42,589.00 (19,556.00)
Net Profit/(Loss) After Tax 1,43,17,143.76 6,97,087.02

2. REVIEW OF OPERATIONS:-

The Income from Operation of your Company for the year 2019-20 was increased to Rs. 17,68,25,127.18 as against Rs. 15,66,72,889.31 of the previous year. Also, the Companys Net Profit after tax has been increased to Rs. 1,43,17,143.76 for the year 2019-20 as against the Net Profit after tax of Rs. 6,97,087.02 of the previous year. Net Profit after tax was increased due to profit on sale of investment.

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:-

During the year under review, your Companys issued, subscribed & paid up Equity Share Capital remains unchanged to Rs. 12,32,50,000/- (Rupees Twelve Crore Thirty Two Lakh Fifty Thousand) divided into 1,23,25,000 (One Crore Twenty Three Lakh Twenty Five Thousand) Equity Shares of Rs. 10/- each.

7. BOARD OF DIRECTORS:-

Mr. Shwet Koradiya (DIN: 03489858), Ms. Surbhi Mudgal (DIN: 07289164) and Mr. Hitesh Patel (DIN: 07851008) were the Directors on the Board at the beginning of financial year. However, the following changes were occurred till the date of the approval of Directors Report.

Mr. Shwet Koradiya, Director of the Company liable to retire by rotation has been appointed in the 26th Annual General Meeting of the Company held on 24th September, 2019.

Mr. Jinay Koradiya has been appointed as an Additional Director of the Company w.e.f. 14th August, 2019 and then appointed as a Managing Director of the Company w.e.f. 24th September, 2019 and further he appointed as a Chairman of the Company w.e.f. 14th November, 2019.

Mr. Hardik Shah has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 14th November, 2019 in the Board Meeting held on 14th November, 2019 and he is proposed to be appointed as a Director of the Company in Independent capacity in this ensuing AGM to be held on 30th September, 2020.

Mrs. Falguni Raval has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 14th November, 2019 in the Board Meeting held on 14th November, 2019 and she is proposed to be appointed as a Director of the Company in Independent capacity in this ensuing AGM to be held on 30th September, 2020.

Mr. Shwet Koradiya had resigned from the post of Chairman & Director of the Company w.e.f. 14th November, 2019 and the same had been accepted by the Board of Directors in Board Meeting held on 14th November, 2019.

Ms. Surbhi Mudgal, Independent Director of the Company had resigned from the post of Directorship of the Company w.e.f. 14th November, 2019 and the same had been accepted by the Board of Directors in Board Meeting held on 14th November, 2019.

Your Company had 4 (Four) Directors as on 31st March, 2020 namely:

1. Mr. Jinay Koradiya - Chairman and Managing Director
2. Mr. Hitesh Patel - Independent Director
3. Mr. Hardik Shah - Independent Director
4. Mrs. Falguni Raval - Independent Director

However after the closing of the financial year, the following changes were occurred:

Mrs. Neha Patel has been appointed as an Additional Director of the Company in Professional capacity w.e.f. 1st September, 2020 in the Board Meeting held on 31st August, 2020 and she is proposed to be appointed as a Director of the Company in Professional capacity in this ensuing AGM to be held on 30th September, 2020.

Ms. Sweety Rana has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 1st September, 2020 in the Board Meeting held on 31st August, 2020 and she is proposed to be appointed as a Director of the Company in Independent capacity in this ensuing AGM to be held on 30th September, 2020.

As per the provisions of the Companies Act, 2013, office of Mr. Jinay Koradiya, Chairman & Managing Director of the Company is liable to determine by retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

8. KEY MANAGERIAL PERSONNEL:-

Mr. Rahul Jalavadiya had resigned from the post of Chief Executive Officer of the Company w.e.f. 30th May, 2019 and the same has been accepted by Board of Directors in their Meeting held on 30th May, 2019.

Ms. Krishna Naik had resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 30th May, 2019 and the same has been accepted by Board of Directors in their Meeting held on 30th May, 2019.

Mr. Jinay Koradiya, Additional Director, has been appointed as a Managing Director of the Company w.e.f. 24th September, 2019.

Ms. Ricky Kapadia has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 19th March, 2020.

After closing of the financial year, Mr. Manish Samel has been appointed as a Chief Executive Officer of the Company w.e.f. 1st August, 2020.

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. Ricky Kapadia - Company Secretary & Compliance Officer
d. 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 under Section 149(7) of the Companies Act, 2013 stating that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the aforementioned programme is available on the Companys website at www.panthinfinitv.com.

The Company is in the process of updating details of independent Directors on the portal of Independent Directors Databank.

10. 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, 2020, 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, 2020 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.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the year under review, no loan or guarantee was given to any person or Body Corporate directly or indirectly by the Company and investments made by the Company are within the limits under Section 186 of the Companies Act, 2013. The details of Investments are available in notes of Financial Statements.

12. MEETINGS OF BOARD OF DIRECTORS:-

During the year under review, 6 (Six) 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.

13. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committees and all meetings held during the year 2019-20 are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

14. MEETINGS OF MEMBERS:-

During the year under review, 26th Annual General Meeting of the Company was held on 24th September, 2019.

15. 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.

16. PREVENTION OF INSIDER TRADING:-

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.

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 Companies Act, 2013 with regard to conservation of energy, technology absorption, foreign exchange earnings 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 steps taken for energy saving. However, Regular steps have been taken to improve energy consumption by using LED lights in office premises. The Company is using inverter as an alternate source of energy. During the year, the Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

The project of your Company has no technology absorption. Hence, no particulars are offered.

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) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is attached to this report as "Annexure-1". The same is being also made available on the Companys website www.panthinfinity.com.

19. 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.

20. POLICY:-

? 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 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 behaviour in all its business activities and has put in place a mechanism for reporting unethical behaviour, 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.panthinfinitv.com.

? POLICY ON DIRECTORS APPOINTMENT & REMUNERATION:-

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.panthinfinity.com.

? BOARD DIVERSITY POLICY:-

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website www.panthinfinity.com.

21. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31st March, 2020, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

22. 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.

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 www.panthinfinitv.com.

During the year, your Company has not entered into any significant material related party transactions. Accordingly, the disclosure of related party transactions as required under 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 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.

The details of top ten employees in terms of remuneration drawn for financial year 2019-20 are as under:

Sr. Name of Employee No. Designation of Employee Remuneration for F.Y. 2019-20 Date of commencement of Employment
1 Mosam Mehta Chief Financial Office 2,40,000 14/08/2018
2 Yash Koradiya Sales Executive 2,00,000 01/12/2019
3 Ricky Kapadia Company Secretary & Compliance Officer 13,419 19/03/2020

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-2".

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. A Biyani & Co., Chartered Accountants (FRN: 140489W), Mumbai, were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 21st September, 2017 to hold office for a period of five years from conclusion of that Annual General Meeting till the conclusion of 29th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act, 2013. Vide notification dated May 07, 2018; the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 27th Annual General Meeting.

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. D C Jariwala & Co., Chartered Accountants, Surat are serving as an Internal Auditor of the Company. The quarterly, half-yearly and annual report from Internal Auditors were placed before the Audit 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 Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Mr. Manish R. Patel, Company Secretary in Practice, Surat as a Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial Audit Report in form MR-3 for Financial Year 2019-20 is attached to this report as "Annexure-3".

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 or No. adverse remarks Management Justification
1 The Company has not appointed a Company Secretary within a period of Six months from the date of last vacancy. This is non-compliance of Section 203(4) of the Companies Act, 2013. On getting of suitable candidate, the Company has appointed Company Secretary as a Compliance Officer of the Company w.e.f. 19th March, 2020.
2 The Company has not appointed a qualified Company Secretary as the Compliance Officer of the Company for a period from 01-06-2019 to 18-03-2020. This is non- compliance of Regulation 6(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3 Compliance Certificate for the half year ended 30th September, 2019 was not signed by the Compliance Officer i.e. Company Secretary of the Company. This is non-compliance of Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Due to non-appointment of a qualified Company Secretary as a Compliance Officer of the Company, Compliance Certificate for the half year ended 30th September, 2019 was signed by the Chairman of the Company.
4 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.
5 Appropriate category in XBRL filing of Quarterly Corporate Governance Report filed for financial year 2019-20 was not selected. This is non-compliance of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Observation of the Secretarial Auditor is based on the facts and need no comments from the Board.
6 The Company has not submitted RTA Certificate for the quarter ended 30th June, 2019 to the Stock Exchanges. This is non-compliance of Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018. Due to non-availability of qualified Company Secretary, such kind of non-compliances was occurred.
7 The Company has not updated online information regarding change in employee upto two level below the CEO i.e. appointment of Company Secretary, on portal of designated depository within two working days. This is non-compliance of SEBI Circular No.: SEBI/HO/CFD/DCR1/ CIR/P/2018/85 dated 28th May, 2018.

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, 2020 issued by Mr. Manish R. Patel, Practicing Company Secretary, Surat with BSE Limited and The Calcutta Stock Exchange Limited within the prescribed time period.

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 - 4".

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 - 5" forming part of

the Annual Report. The requisite certificate from M/s. A Biyani & Co. Chartered Accountants (FRN: 140489W), Mumbai, Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

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.

The Impact of Covid-19 on the Companys financial statements has been given in the Notes to financial statements for the year ended 31st March, 2020 and the Companys response to the situation arising from this pandemic has been explained in the Management Discussion 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 held on Tuesday, the 24th September, 2019 and pursuant to the confirmation granted by Honble Regional 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 on Thursday, 19th March, 2020 has approved Shifting of Registered Office of the Company from 404, Navneet Plaza, 5/2, Old Palasia, Indore - 452001, Madhya Pradesh to 101, Siddh Chambers, Taratiya Hanuman Street, Guijar 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 of Companies, Ahmedabad regarding registration of Order of Honble Regional Director, North Western Region, Ahmedabad for shifting of Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat. Accordingly New Corporate Identification Number L45201GJ1993PLC114416 is allotted to the Company.

35. DISPOSAL OF INVESTMENT OF GROUP COMPANY:-

Pursuant to the approval of Board granted in its meeting held on 11th December, 2019, the Company has disposed off its entire investment in group Company of 15,75,000 Equity shares of Starline Precious Stone Limited aggregate amounting to Rs. 3,16,51,848.00/-.

36. VOLUNTARY DELISTING OF EQUITY SHARES OF THE COMPANY FROM THE CALCUTTA STOCK EXCHANGE LIMITED:-

During the year, the Board of Directors in its meeting held on 14th August, 2019 has passed Board Resolution for Voluntarily Delisting of the Equity Shares of the Company listed on the Calcutta Stock Exchange Limited, under Regulation 6 (a) of the SEBI (Delisting of Equity Shares) Regulations, 2009. Accordingly, the Company has made an application on 5th September, 2019 to the the Calcutta Stock Exchange Limited. The Calcutta Stock Exchange Limited has raised the query and the matter for Voluntarily Delisting of shares is in process.

37. CHANGE IN THE NATURE OF BUSINESS:-

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

38. 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. 2019-20. However, listing fees for the F.Y. 2020-21 are yet pending to pay due to Covid-19 pandemic.

39. 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.

However, following instances occurred during this financial year for which penalty or fine imposed by regulators and courts.

• The court case no. RCT/2100832/2009 dated 30th January, 2009 was filed against the Company by the Registrar of Companies, Gwalior for non-filing of Annual Accounts and Returns for financial year 2004-05 to 2006-07 before the Honble Court of Chief Judicial Magistrate of Gwalior. Your Company has filed all its Annual filings and was incognizant of the said case. The said court case was disposed by the Honble Chief Judicial Magistrate of Gwalior by giving court order dated 27th April, 2019 by imposing a penalty of Rs. 40,140/- on the Company. The Company has paid the said penalty and also intimated about the said case to the Registrar of Companies, Gwalior and Stock Exchanges.

• The SEBI imposed penalty dated 24th September, 2019 for failure to comply with the requirement of promoters shareholding within stipulated time period in pursuant of Regulation 8(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997. The penalty imposed by the SEBI was paid by the Company and accordingly, the SCN No. EAD-6/AK/VG/ 23314/ 2014/1 dated August 07, 2014 was disposing of by the adjudicating officer.

• The BSE imposed fine dated 12th February, 2020 for non-compliance with requirement to appoint a qualified Company Secretary as the Compliance Officer in pursuant of Regulation 6(1) of SEBI (LODR) Regulations, 2015. The fine imposed by the Stock Exchange was paid by the Company and the Company has rectified the said Non-compliance. The Board of Directors in their Board Meeting held on 19.03.2020 has appointed a qualified Company Secretary as the Compliance Officer of the Company.

However, after the closing of the financial year, following instances occurred for which penalty or fine imposed by regulators and courts.

• The BSE imposed fine dated 4th August, 2020 for non-compliance with requirement to appoint a qualified Company Secretary as the Compliance Officer in pursuant of Regulation 6(1) of SEBI (LODR) Regulations, 2015 for the quarter ended March, 2020. Due to Covid-19 pandemic from the month of March, 2020 and various restrictions imposed by the Government including Lockdown; the fine imposed by the Stock Exchange is pending to pay by the Company. The Board of Directors in their Board Meeting held on 19.03.2020 has appointed a qualified Company Secretary as the Compliance Officer of the Company.

• The BSE imposed fine of dated 20th August, 2020 for non-compliance with the provisions of Regulation 17(1), 17(1A), 18(1), 19(1), 19(2), 20(2)/(2A), 21(2) of SEBI (LODR) Regulations, 2015. Presently there are four Directors in the Company which is less than six. The above mentioned Non-compliance of Regulations is not intentional. Due to ongoing Covid-19 pandemic from the month of March, 2020 and various restrictions imposed by the Government

including Lockdown; the Company was unable to find a suitable candidate in order to fulfill the requirement of the said Regulations.

Further with reference to SEBI vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/48 dated 26th March, 2020, SEBI has given relaxations for Standard Operating Procedure (SOP) on imposition of fines and other enforcement actions for non-compliances with provisions of the LODR, the effective date of operation of which is for compliance periods ending on or after March 31, 2020. SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 shall now come into force with effect from compliance periods ending on or after June 30, 2020.

40. 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.

41. 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.

42. 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 job rotation and 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 employees towards the performance of the Company.

43. 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 the spread of this disease within the country.

Accordingly, as a responsible private establishment, 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 "Dos and Donts" advised by the Public Health Authorities;

- To follow other preventive measures prescribed by the local authorities from time to time.

44. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:-

In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Companys website

(https://www.panthinfinity.com), websites of the Stock Exchange, i.e., BSE Limited at www.bseindia.com and on the website of the Companys Registrar and Transfer Agent, Purva Sharegistry (India) Private Limited at www.purvashare.com.

45. 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 Surat.

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 INFINITYLIMITED

JINAY KORADIYA

Chairman & Managing Director (DIN: 03362317)

Place: Surat Date: 31/08/2020

 

REGISTERED OFFICE

101, Siddh Chambers,

Taratiya Hanuman Street, Gurjar Falia, Haripura, Surat-395003, Gujarat.

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31st March, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN* L45201GJ1993PLC114416
Registration Date 29/04/1993
Name of the Company PANTH INFINITY LIMITED (Formerly known as Synergy Bizcon Limited)
Category/Sub Category of the Company Public Company /Limited by Shares/Non-Govt Company
Address of the Registered Office and contact details (w.e.f. 01/04/2020) 101, Siddh Chambers, Taratiya Hanuman Street, Gurjar Falia, Haripura, Surat-395003, Gujarat.
Tel. & Fax:- 91 7043999011 Email:- info@panthinfinity.com Website:- www.panthinfinity.com
Whether listed Company Yes
Name, Address and Contact details of Registrar and Transfer Agent, if any Purva Sharegistry (India) Private Limited 9, Shiv Shakti Ind. Estates, J. R. Boricha Marg, Lower Parel (E), Mumbai - 400 011, Maharashtra.
Tel.:- (022) 2301 6761/8261 Fax:- (022) 2301 2517 Email: - busicomp@amail.com Website:- www.purvashare.com

* The Company has received a certificate dated 7th July, 2020 from the ROC, Ahmedabad regarding registration of Order of Honble Regional Director, NWR, Ahmedabad for shifting of Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat. Accordingly, new Corporate Identification Number L45201GJ1993PLC114416 is allotted to the Company.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:
Sr. Name & Description of Main No. Products/Services NIC Code of Product/Service % of total turnover of the Company
1. Wholesale trading of Precious Stones 4669 100%

III. PARTICULARS OF HOLDING, SUBSIDARY AND ASSOCIATE COMPANIES: NIL IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity):

i) Category-wise Shareholding :

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01-04-2019)

No. of Shares held at the end of the year (as on 31-03-2020)

% chang e durin g the year

Demat Physical Total % of total Shares Demat Physical Total % of total Share s
A. Promoters
(1) Indian
a)Individual/ HUF 11,49,113 0 11,49,113 9.32 11,49,113 0 11,49,113 9.32 0.00
b) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
c) State Govt. (s) 0 0 0 0.00 0 0 0 0.00 0.00
d) Bodies Corporate 41,52,000 0 41,52,000 33.69 41,52,000 0 41,52,000 33.69 0.00
e) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
f) Any Other 0 0 0 0.00 0 0 0 0.00 0.00
Sub- total (A) (1) 53,01,113 0 53,01,113 43.01 53,01,113 0 53,01,113 43.01 0.00
(2) Foreign
a) NRI- Individuals 0 0 0 0.00 0 0 0 0.00 0.00
b) Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
c) Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
d) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
e) Any other 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (A) (2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding of Promoter (A) = (A)(1) + (A)(2) 53,01,113 0 53,01,113 43.01 53,01,113 0 53,01,113 43.01 0.00
B. Public Shareholding
(1) Institutions
a) Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
b) Banks/FI 0 0 0 0.00 0 0 0 0.00 0.00
c) Central Govt. 0 0 0 0.00 0 0 0 0.00 0.00
d) State Govt.(s) 0 0 0 0.00 0 0 0 0.00 0.00
e) Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
f) Insurance Companies 0 0 0 0.00 0 0 0 0.00 0.00
g) FIIs 0 0 0 0.00 0 0 0 0.00 0.00
h) Foreign Venture Capital Funds 0 0 0 0.00 0 0 0 0.00 0.00
i) Others (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B)(1): 0 0 0 0.00 0 0 0 0.00 0.00
(2) Non Institutions
a) Body Corporate
i) Indian 2,43,035 164000 4,07,035 3.30 3,97,906 0 3,97,906 3.23 (0.07)
ii) Overseas 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals 0 0 0 0.00 0 0 0 0.00 0.00
i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh 9,55,688 4,35,100 13,90,788 11.28 12,13,715 4,38,400 16,52,115 13.40 2.12
ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh 33,19,123 10,84,200 44,03,323 35.73 42,47,779 2,53,400 45,01,179 36.52 0.79
c) Others (specify)
i) N.R.I. (Repat) 500 0 500 0.00 1069 0 1069 0.01 0.00
ii) HUF 4,57,531 0 4,57,531 3.71 4,71,147 0 4,71,147 3.82 0.11
iii) Clearing Members 3,64,698 0 3,64,698 2.96 459 0 459 0.00 (2.96)
iv) Trust 12 0 12 0.00 12 0 12 0.00 0.00
Sub-total (B)(2): 53,40,587 16,83,300 70,23,887 56.99 63,32,087 6,91,800 70,23,887 56.99 0.00
Total Public Shareholding (B)= (B)(1)+(B)(2) 53,40,587 16,83,300 70,23,887 56.99 63,32,087 6,91,800 70,23,887 56.99 0.00
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0.00
Grand Total (A+B+C) 1,06,41,700 16,83,300 1,23,25,000 100.0 1,16,33,200 6,91,800 1,23,25,000 100.0 0.00

 

ii) Shareholding of Promoters:

Sr. Shareholders No Name

Shareholding at the beginning of the year (as on 01-04-2019)

Shareholding at the end of the year (as on 31-03-2020)

% ch an ge in Shareholdin g during the year

No. of Shares % of total Shares of the Compa ny % of Shares Pledged / encumbere d to total Shares No. of Shares % of total Shares of the Company % of Shares Pledged / encumbere d to total Shares
1 Koradiya Mile Stone Private Limited 40,22,000 32.64 16.23 41,52,000 33.69 33.69 1.05
2 Shwet Dhirajbhai Koradiya 11,09,113 9.00 0.00 11,49,113 9.32 0.00 0.32
3 Varshaben Dhirajlal Koradiya 40,000 0.32 0.00 0 0.00 0.00 (0.32)
4 Pure Broking Private Limited 1,30,000 1.05 0.00 0 0.00 0.00 (1.05)
Total 53,01,113 43.01 16.23 53,01,113 43.01 33.69 0.00

iii) Change in Promoters Shareholding (Please Specify, if there is no change):

Sr. Promoters No Name

Shareholding at the beginning of the year (01-04-2019)

Date

Increase/ Decrease in the Shareholding

Reason

Cumulative Share holding during the year (01-04-2019 to 31-032020)

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Koradiya Mile Stone Private Limited 40,22,000 32.64 01/04/2019 - - 40,22,000 32.64
31/12/2019 1,30,000 Purchase 41,52,000 33.69
31/03/2020 - - 41,52,000 33.69
2 Shwet Dhirajbhai Koradiya 11,09,113 9.00 01/04/2019 - - 11,09,113 9.00
27/12/2019 40,000 Purchase 11,49,113 9.32
31/03/2020 - - 11,49,113 9.32
3 Varshaben Dhirajlal Koradiya 40,000 0.32 01/04/2019 - - 40,000 0.32
27/12/2019 -40,000 Sell 0 0.00
31/03/2020 - - 0 0.00
4 Pure Broking Private Limited 1,30,000 1.05 01/04/2019 - - 1,30,000 1.05
31/12/2019 -1,30,000 Sell 0 0.00
31/03/2020 - - 0 0.00

iv) Shareholding Pattern of top ten Shareholders between 01st April, 2019 and 31st March, 2020 (other than Directors, Promoters & holders of GDRs & ADRs):

Name of the Sr. Top 10 No. Shareholders Shareholding at the beginning of the year (01-04-2019) Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)
No. of Shares % of total Shares of the Company Date Increase/ Decrease in the Sharehold ing Reason No. of Shares % of total Shares of the Company
1. Jainam Share Consultants Pvt. Ltd - Collateral Account 2,66,921 2.17 01-04-2019 - - 2,66,921 2.17
26-04-2019 5150 Purchase 2,72,071 2.21
03-05-2019 -9903 Sell 2,62,168 2.13
10-05-2019 -12566 Sell 2,49,602 2.03
17-05-2019 -19161 Sell 2,30,441 1.87
24-05-2019 -3556 Sell 2,26,885 1.84
31-05-2019 -1225 Sell 2,25,660 1.83
07-06-2019 2000 Purchase 2,27,660 1.85
14-06-2019 -8342 Sell 2,19,318 1.78
21-06-2019 -9559 Sell 2,09,759 1.70
28-06-2019 300 Purchase 2,10,059 1.70
05-07-2019 4938 Purchase 2,14,997 1.74
12-07-2019 5227 Purchase 2,20,224 1.79
19-07-2019 -441 Sell 2,19,783 1.78
26-07-2019 -7222 Sell 2,12,561 1.72
02-08-2019 -31953 Sell 1,80,608 1.47
09-08-2019 -50 Sell 1,80,558 1.46
16-08-2019 -2768 Sell 1,77,790 1.44
23-08-2019 -20170 Sell 1,57,620 1.28
30-08-2019 -210 Sell 1,57,410 1.28
06-09-2019 3987 Purchase 1,61,397 1.31
13-09-2019 29255 Purchase 1,90,652 1.55
18-09-2019 -19229 Sell 1,46,507 1.39
20-09-2019 -3900 Sell 1,67,523 1.36
27-09-2019 -153047 Sell 14,476 0.12
30-09-2019 -4610 Sell 9,866 0.08
04-10-2019 -9416 Sell 450 0.00
11-10-2019 -405 Sell 45 0.00
18-10-2019 3775 Purchase 3,820 0.03
25-10-2019 -800 Sell 3,020 0.02
01-11-2019 -3000 Sell 20 0.00
08-11-2019 1660 Purchase 1,680 0.01
15-11-2019 -1660 Sell 20 0.00
27-12-2019 500 Purchase 520 0.00
31-12-2019 -500 Sell 20 0.00
10-01-2020 14 Purchase 34 0.00
20-03-2020 4 Purchase 38 0.00
31-03-2020 - - 38 0.00
2. Rahul V. Mehta 2,17,350 1.76 01-04-2019 - - 2,17,350 1.76
31-03-2020 - - 2,17,350 1.76
3. Mehta Polytex Limited 2,16,300 1.75 01-04-2019 - - 2,16,300 1.75
03-04-2019 -16500 Sell 1,99,800 1.62
05-04-2019 16500 Purchase 2,16,300 1.75
09-04-2019 -49000 Sell 1,67,300 1.36
12-04-2019 49000 Purchase 2,16,300 1.75
24-05-2019 -13 Sell 2,16,287 1.75
04-06-2019 -60500 Sell 1,55,787 1.26
07-06-2019 60500 Purchase 2,16,287 1.75
31-03-2020 - - 2,16,287 1.75
4. Shyam Stocks & Financiers Private 1,06,750 0.87 01-04-2019 - - 1,06,750 0.87
Limited 30-08-2019 -106750 Sell 0 0.00
31-03-2020 - - 0 0.00
5. Sevantilal Premchand Mehta 89,222 0.72 01-04-2019 - - 89,222 0.72
02-07-2019 -69300 Sell 19,922 0.16
05-07-2019 69300 Purchase 89,222 0.72
26-07-2019 -3000 Sell 86,222 0.70
02-08-2019 -8000 Sell 78,222 0.63
31-03-2020 - - 78,222 0.63
6. Palaja Mafatlal Paragbhai 86,600 0.70 01-04-2019 - - 86,600 0.70
16-05-2019 -45000 Sell 41,600 0.34
17-05-2019 45000 Purchase 86,600 0.70
24-06-2019 -41600 Sell 45,000 0.37
28-06-2019 41600 Purchase 86,600 0.70
19-07-2019 -5000 Sell 81,600 0.66
09-08-2019 -8684 Sell 72,916 0.59
06-09-2019 -6991 Sell 65,925 0.53
27-09-2019 -4699 Sell 61,226 0.50
30-09-2019 23000 Purchase 84,226 0.68
04-10-2019 -23000 Sell 61,226 0.50
11-10-2019 -18 Sell 61,208 0.50
18-10-2019 -7300 Sell 53,908 0.44
01-11-2019 -7000 Sell 46,908 0.38
22-11-2019 -7100 Sell 39,808 0.32
29-11-2019 44020 Purchase 83,828 0.68
06-12-2019 -33 Sell 83,795 0.68
10-01-2020 -83700 Sell 95 0.00
31-03-2020 - - 95 0.00
7. Sevantilal Premchand Mehta HUF 86,000 0.70 01-04-2019 - - 86,000 0.70
24-06-2019 -77500 Sell 8,500 0.07
28-06-2019 77500 Purchase 86,000 0.70
31-03-2020 - - 86,000 0.70
8. Niken Ashokkumar Gandhi 84,200 0.68 01-04-2019 - - 84,200 0.68
10-07-2019 -69700 Sell 14,500 0.12
12-07-2019 69700 Purchase 84,200 0.68
26-07-2019 -300 Sell 83,900 0.68
09-08-2019 -63 Sell 83,837 0.68
30-08-2019 8000 Purchase 91,837 0.75
06-09-2019 -8000 Sell 83,837 0.68
13-09-2019 8179 Purchase 92,016 0.75
18-09-2019 -9200 Sell 82,816 0.67
27-09-2019 5000 Purchase 87,816 0.71
30-09-2019 -3000 Sell 84,816 0.69
04-10-2019 -2510 Sell 82,306 0.67
18-10-2019 1240 Purchase 83,546 0.68
25-10-2019 -400 Sell 83,146 0.67
08-11-2019 -250 Sell 82,896 0.67
15-11-2019 -2316 Sell 80,580 0.65
22-11-2019 -1000 Sell 79,580 0.65
06-12-2019 -1000 Sell 78,580 0.64
13-12-2019 5000 Purchase 83,580 0.68
20-12-2019 -2500 Sell 81,080 0.66
31-03-2020 - - 81,080 0.66
9. Mamta Rajeshkumar Shah 70,000 0.57 01-04-2019 - - 70,000 0.57
13-12-2019 -4300 Sell 65,700 0.53
20-12-2019 -3000 Sell 62,700 0.51
31-03-2020 - - 62,700 0.51
10. Dipeshkumar Mohanlal Shah 70,000 0.57 01-04-2019 - - 70,000 0.57
03-05-2019 -18200 Sell 51,800 0.42
17-05-2019 -9500 Sell 42,300 0.34
24-05-2019 -4000 Sell 38,300 0.31
07-06-2019 -2053 Sell 36,247 0.29
14-06-2019 -10000 Sell 26,247 0.21
19-07-2019 -12291 Sell 13,596 0.11
26-07-2019 -10000 Sell 3,956 0.03
16-08-2019 -2000 Sell 1,956 0.02
31-03-2020 - - 1,956 0.02

(Note: The details of holding of above Top Ten Shareholders are as on 31st March, 2020 and the same have been clubbed based on PAN.)

 

v) Shareholding of Directors and Key Managerial Personnel:

Sr. Name of the No. Directors & KMP

Shareholding at the beginning of the year (01-04-2019)

Date

Increas e/ Decreas e in the Shareh olding

Reason

Cumulative Shareholding during the year (01-04-2019 to 31-03-2020)

No. of Shares % of total Shares of the Compan y No. of Shares % of total Shares of the Company
1 Shwet Koradiya, Chairman & Director 11,09,113 9.00 01-04-2019 - - 11,09,113 9.00
# 27-12-2019 40000 Purchase 11,49,113 9.32
31-03-2020 - - 11,49,113 9.32
2 Jinay Koradiya Chairman & Managing Director A N.A N.A Nil No Change 0 0.00
2 Surbhi Mudgal, Non-Executive Independent Director # 0 0.00 NA NA 0 0.00
3 Hitesh Patel, Non-Executive Independent Director 0 0.00 Nil No Change 0 0.00
4 Hardik Shah, Non-Executive Independent Director $ N.A. N.A. Nil No Change 0 0.00
5 Falguni Raval, Non-Executive Independent Director $ N.A. N.A. Nil No Change 0 0.00
5 Rahul Jalavadiya, CEO * 0 0.00 - NA NA 0 0.00
6 Mosam Mehta, CFO 0 0.00 - Nil No Change 0 0.00
7 Krishna Naik, Company Secretary * 0 0.00 - NA NA 0 0.00
8 Ricky Kapadia, Company Secretary N.A N.A - Nil No Change 0 0.00
# Ceased w.e.f. 14/11/2019
$ Appointed w.e.f 14/11/2019
* Ceased w.e.f 30/05/2019
A Appointed w.e.f. 14/08/2019
Appointed w.e.f. 19/03/2020

 

V) INDEBTEDNESS:

Indebtedness of the Company inc uding interest outstanding/accrued but not due for payment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 95,11,144.40 Nil Nil 95,11,144.40
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) 95,11,144.40 Nil Nil 95,11,144.40
Change in Indebtedness during the financial year
• Addition Nil Nil Nil Nil
• Reduction 27,271.53 Nil Nil 27,271.53
Net Change 27,271.53 Nil Nil 27,271.53
Indebtedness at the end of the financial year
i) Principal Amount 94,83,872.87 Nil Nil 94,83,872.87
ii) Interest due but not paid Nil Nil Nil Nil
iii) Interest accrued but not due Nil Nil Nil Nil
Total (i+ii+iii) 94,83,872.87 Nil Nil 94,83,872.87

 

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL : A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. Particulars of Remuneration No. Name of the MD/WTD/Manager Jinay Koradiya Total Amount
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. 1,55,983 1,55,983
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 Nil Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 Nil Nil
2 Stock option Nil Nil
3 Sweat Equity Nil Nil
4 Commission Nil Nil
- as % of profit Nil Nil
- others (specify) Nil Nil
5 Others, please specify Nil Nil
Total (A) 1,55,983 1,55,983
Ceiling as per the Act

Remuneration to the Directors was within the Celling as per schedule V of the Companies Act, 2013.

B. REMUNERATION TO OTHER DIRECTORS:

Sr. Particulars of No. Remuneration Name of Directors

Total Amount

Ms. Surbhi Mudgal $ Mr. Hitesh Patel Mr. Hardik Shah * Mrs. Falguni Raval *
1 Independent Directors
(a) Fee for attending Board Committee Meetings 24,000 40,000 16,000 6,000 86,000
(b) Commission Nil Nil Nil Nil Nil
(c ) Others, please specify Nil Nil Nil Nil Nil
Total (1) 24,000 40,000 16,000 6,000 86,000
2 Other NonExecutive Directors

Mr. Shwet Koradiya, Chairman & Director $

(a) Fee for attending Board Committee Meetings

Nil

Nil
(b) Commission

Nil

Nil
(c) Others, please specify

Nil

Nil
Total (2)

Nil

Nil
Total (B)=(1+2)

N.A.

86,000
Mangerial Remuneration (Total A + B) 2,41,983
Overall ceiling as per the Act

Remuneration to the Directors was within the Celling as per schedule V of the Companies Act, 2013.

$ Ceased w.e.f. 14/11/2019 * Appointed w.e.f. 14/11/2019

 

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr ^. Particulars of No Remuneration

Key

Managerial Personnel

Company Secretary

CEO CFO Total
Ms. Krishna Naik @

Mr. Ricky Kapadia $

Mr. Rahul Jalavadiya @ Ms. Mosam Mehta
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961. (Check salary with form 16) 36,129

13,419

1,00,000 2,40,000 3,89,548
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 Nil Nil

Nil

Nil Nil
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 Nil Nil

Nil

Nil Nil
2 Stock Option Nil Nil

Nil

Nil Nil
3 Sweat Equity Nil Nil

Nil

Nil Nil
4 Commission
- as % of profit Nil Nil

Nil

Nil Nil
- others, specify Nil Nil

Nil

Nil Nil
5 Others, please specify Nil Nil

Nil

Nil Nil
Total 36,129 13,419

1,00,000

2,40,000 3,89,548

@ Ceased w.e.f. 30/05/2019 $ Appointed w.e.f. 19/03/2020

 

VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compoundin g fees imposed Authority [RD/NCLT/ COURT] Appeal made, if any (give details)
A. COMPANY
Penalty Section 162(1) of the Companies Act, 1956 Non-Compliance of filing of Annual Return for the F.Y. 2004-05, F.Y. 2005-06 and F.Y. 2006-07 Rs. 40,140 Court of C J M Gwalior, M.P
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty * Section 162(1) of the Companies Act, 1956 Non-Compliance of filing of Annual Return for the F.Y. 2004-05, F.Y. 2005-06 and F.Y. 2006-07 Rs. 80,280 Court of C J M Gwalior, M.P
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

* The Penalty was levied on Directors who are not currently associated with the Company.

By Order of the Board of Directors For PANTH INFINITY LIMITED

JINAY KORADIYA

Chairman & Managing Director DIN:03362317

Place: Surat Date: 31/08/2020

"ANNEXURE - 2" TO THE DIRECTORS REPORT RATIO OF DIRECTORS REMUNERATION TO MEDIAN EMPLOYEES REMUNERATION

AND OTHER DISCLOSURE

[Pursuant to Sub-Section (12) of Section 197 of The Companies Act, 2013 and Rule 5(1) of The Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014]

(i) The percentage increase in remuneration of each Director and KMP during the financial year 2019-20 and ratio of each director to the median remuneration of the employees of the Company for the financial year 2019-20 are as under:

Sr. Name of Director/KMP and No. Designation Remuneration of Director/KMP for financial year 2019-20 (Amt. in Rs.) % increase in Remuneration in the financial year 2019-20 Ratio of remuneration of each Director to median remuneration of employees
1 Mr. Shwet Koradiya a Chairman & Director - -- -
2 Ms. Surbhi Mudgal a Independent Director 24,000 -- 0.10
3 Mr. Jinay Koradiya a Chairman & Managing Director 1,55,983 N.A. 0.65
3 Mr. Hitesh Patel Independent Director 40,000 -- 0.17
4 Mr. Hardik Shah A Independent Director 16,000 N.A. 0.07
5 Mr. Falguni Raval a Independent Director 6,000 N.A. 0.03
6 Mrs. Krishna Naik a Company Secretary 36,129 -- N.A.
7 Mr. Rahul Jalavadiya a Chief Executive Officer 1,00,000 -- N.A.
8 Mrs. Mosam Mehta Chief Financial Officer 2,40,000 -- N.A.
9 Mr. Ricky Kapadia a Company Secretary 13,419 N.A. N.A.

 A Directorship/Employment is for part of the period, either in current year or in previous year. Hence, percentage increase in remuneration is not provided.

(ii) The Median Remuneration of employees of the Company during the financial year was Rs. 2.40 Lakh.

(iii) In the financial year 2019-20, there was decrease of 2.50% in the median of remuneration of employees.

(iv) As on 31st March, 2020, there were 3 permanent employees on the rolls of the Company.

(v) Average percentile increase made in the salaries of employees other than the managerial personnel in the financial year was 27.92%. The increase in remuneration is as per the policy of the Company. The Company has not paid any remuneration to Managerial Personnel in previous financial year. Hence, comparison is not provided.

(vi) Affirmation that the remuneration is as per the Remuneration policy of the Company: It is hereby affirmed that the remuneration is as per the remuneration policy for Directors, Key Managerial Personnel and other employees