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To, The Members,
Your Directors are pleased to present the 25thAnnual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2018.
1. FINANCIAL PERFORMANCE:-
The Companys financial performance during the year ended 31stMarch, 2018 compared to the previous year is summarized below: (Amount in Rs.)
|Particulars||F. Y. 2017-18||F. Y. 2016-17|
|Income From Operations||45,61,32,554.37||77,23,18,490.24|
|Profit/(Loss) before tax||(38,15,840.39)||18,92,886.24|
|Add/(Less): Exceptional/Extraordinary items *||71,87,120.00||0.00|
|Profit/(Loss) Before Tax||33,71,279.61||18,92,886.24|
|Less: Tax Expenses|
|- Current Tax||11,00,599.00||6,84,546.00|
|- Deferred Tax||(44,169.12)||(78,682.00)|
|Net Profit/(Loss) After Tax||23,14,849.73||12,87,022.24|
*Note: As per IND AS 2 and IND AS 16, Stock in Trade of Land Rs. 71,87,120 has been converted into Fixed Assets and the effect has been shown as Exceptional items.
The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1st April, 2017 with the transition date of 1st April, 2016. Accordingly, financial statements for the year ended 31st March, 2018 have been prepared as prescribed for Ind-AS under Section 133 of the Companies Act, 2013 and the relevant rules. Previous years figures have been restated to make them comparable.
2. REVIEW OF OPERATIONS:-
The Income from Operation of your Company for the year 2018-19 was decreased to Rs. 45,61,32,554.37 as against Income Rs. 77,23,18,490.24 of the previous year. However, the Companys Net Profit after tax has been increased to Rs. 23,14,849 .73 for the year 2018-19 as against the Net Profit after tax of Rs. 12,87,022.24 of the previous year.
3. TRANSFER TO RESERVES:-
During the year under review, your Directors have not proposed to transfer any amount to Reserves.
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.
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. BOARD OF DIRECTORS:-
Mr. Dhirajbhai Koradiya (DIN: 03371017), Mr. Shwet Koradiya (DIN: 03489858), Mr. Rameshkumar Mehta (DIN: 03362341), Mr. Mukesh Patel (DIN: 07195302) and Ms. Surbhi Mudgal (DIN: 07289164) 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. Rameshkumar Mehta and Mr. Mukesh Patel, Independent Directors of the Company had resigned from the post of Directorship of the Company w.e.f. 10th July, 2017 and the same has been accepted by Board of Directors in their Meeting held on 10thJuly, 2017.
Mr. Jayeshkumar Pandav and Mr. Hitesh Patel had been appointed as an Additional Director of the Company in Independent capacity w.e.f. 11th July, 2017 in the Board Meeting held on 10th July, 2017.The Shareholders of the Company at the 24th AGM held on 21st September, 2017 had appointed Mr. Jayeshkumar Pandav and Mr. Hitesh Patel as an Independent Director of the Company w.e.f. 11th July, 2017 for a term of 5 years.
Mr. Shwet Koradiya, Director of the Company liable to retire by rotation has been reappointed in the 24th Annual General Meeting of the Company held on 21st September, 2017.
Mr. Dhirajbhai Koradiya, Chairman & Managing Director of the Company had resigned from the post of Chairmanship and Directorship of the Company w.e.f. 14th December, 2017 and the same had been accepted by the Board of Directors in Board Meeting held on 14thDecember, 2017.
Mr. Shwet Koradiya, Director of the Company has been appointed as Chairman of the Companyin the Board Meeting held on 12 thFebruary, 2018.
Your Company has 4 (Four) Directors as on 31st March, 2018 namely:
|1. Mr. Shwet Koradiya||- Chairman and Director|
|2. Ms. Surbhi Mudgal||- Independent Director|
|3. Mr. Hitesh Patel||- Independent Director|
|4. Mr. Jayeshkumar Pandav||- Independent Director|
Mr. Jayeshkumar Pandav, Independent Director of the Company had resigned from the post of Directorship of the Company w.e.f. 30th May, 2018 and the same had been accepted by the Board of Directors at the Board Meeting held on 30thMay, 2018.
Mr. Zubin Raja has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 16th July, 2018 in the Board Meeting held on12th July, 2018 who will hold office up to the date of ensuing AGM of the Company. The Company has received a notice from Shareholder in terms of Section 160 of the Act signifying his intention to propose the appointment of Mr. Zubin Raja as a Director of the Company in Independent capacity w.e.f. 16thJuly, 2018 for a term of 5 (Five) years.
As per the provisions of the Companies act, 2013, Mr. Shwet Koradiya, Chairman & Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.
7. KEY MANAGERIAL PERSONNEL:-
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as mentioned below:
|(i) Mrs. Mosam Mehta $||Chief Financial Officer|
|(ii) Mr. Rahul Jalavadiya*||Chief Executive Officer|
|(iii) Ms. Krishna Naik @||Company Secretary & Compliance Officer|
Mr. Dhirajbhai Koradiya has resigned from the post of Managing Director w.e.f.
Mr. Nikunj Maniya has resigned from the post of Chief Financial Officer w.e.f.
Ms. Priyanka Vadnere has resigned from the post of Company Secretary & Compliance Officer w.e.f. 26thMarch, 2018.
$ Mrs. Mosam Mehta has been appointed as Chief Financial Officer of the Company w.e.f. 14thAugust, 2018.
* Mr. Rahul Jalavadiya has been appointed as Chief Executive Officer of the Company w.e.f. 15thDecember, 201 7.
@ Ms. Krishna Naik has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 12thJuly, 2018.
8. DECLARATION FROM INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME THEREON:
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 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.panthinfinity.com.
9. DIRECTORS RESPONSIBILITY STATEMENT:-
Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that- (i) in the preparation of the Annual Accounts for the year ended 31st March, 2018, 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, 2018 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, 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.
11. MEETINGS OF BOARD OF DIRECTORS:-
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. MEETINGS OF MEMBERS:-
During the year under review, 24th Annual General Meeting of the Company was held on 21stSeptember, 2017. No Extra Ordinary General Meeting was held during the financial year.
13. AUDIT COMMITTEE:-
The details pertaining to the constitution and composition of the Audit Committee are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.
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.
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 TRADING:-
The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015 with a view to regulate the trading in securities by the Directors and Designated Employees 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:
The Company is not engaged in any typeof 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. Company is using inverter as alternate sources 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.
17. EXTRACT OF ANNUAL RETURN:-
As provided under Section 92(3) of the Companies Act, 2013, read with 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 made available on the Companys website
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.
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). 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.
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) 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.panthinfinity.com.
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.
20. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-
As on 31st March, 2018, 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 arenot applicable to the Company.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
During the year under review, there was no related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated person. Accordingly, there are no transactions that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013.
A policy on the related party Transitions was framed and approved by the Board and the same has been posted on the Companys website www.panthinfinity.com.
23. 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.
24. 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".
25. 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 under the 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.
26. STATUTORY AUDITORSAND REPORT :-
M/s. A Biyani & Co., Chartered Accountants (FRN: 140489W), Mumbai, were appointed as Statutory Auditors of the Company at the 24thAnnual General Meeting held on 21 stSeptember, 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 25th 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.
27. INTERNALAUDITORS AND REPORT:-
M/s. Paras S. Shah & Co., Chartered Accountants, Surat were serving as an Internal Auditor of the Company till the closer of Financial Year 2017-18. The quarterly, half-yearly and annual report from Internal Auditors were placed before the Audit Committee Meeting and Meeting of Board of Directors respectively.
On a resignation of M/s. Paras S. Shah & Co., Chartered Accountants, Surat as an Internal Auditor of the Company, the Board of Directors at their Meeting held on 12th July, 2018 has accepted his resignation and appointed M/s. D C Jariwala & Co., Chartered Accountants, Surat as an Internal Auditor of the Company pursuant to Section 138 of Indian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.
28. 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 is attached to this report as "Annexure-3". The report does not contain any qualifications, reservations or adverse remarks.
29. MANAGEMENT DISCUSSION AND ANALYSIS:-
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".
30. CORPORATE GOVERNANCE:-
The 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.
31. MATERIAL CHANGES AND COMMITMENTS:-
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.
32. CHANGE OF THE NAME OF THE COMPANY:-
After the closing of the Financial Year, the Company has obtained Shareholders approval for change of name of the Company from "SYNERGY BIZCON LIMITED" to "PANTH INFINITY LIMITED" by passing of Special Resolution in its Extra-Ordinary General Meeting held on 28th April, 2018. The name of the Company has been changed from "SYNERGY BIZCON LIMITED" to "PANTH INFINITY LIMITED" consequent upon issue of fresh Certificate of Incorporation by the Registrar of Companies, Gwalior, Madhya Pradesh on 7thMay, 2018.
33. SHIFTINGOF THE REGISTERED OFFICE OF THE COMPANY: -
After the closing of the Financial Year, the Company has also obtained Shareholders approval for shifting of Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat by passing of Special Resolution in its Extra-Ordinary General Meeting held on 28th April, 2018. The Company is yet to receive approval from various Statutory Government Authorities.
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. However, the Board of Directors in their Board Meeting held on 12th February, 2018 has decided not to carry on business of construction and Real Estate. After the closing of Financial Year, the Board of Directors in their Board Meeting held on 12th July, 2018 has decided to concentrate more on boundary less Business mainly based on Internet. As a part of that strategy, the Company will soon launch one of its kind e-commerce platform.
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 applicable listing fees to the above Stock Exchanges till date.
36. RISK MANAGEMENT:-
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.
37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
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.
38. MAINTENANCE OF COSTRECORDS :-
Your company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.
39. 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.
40. 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.
41. ACKNOWLEDGEMENTS AND APPRECIATIONS:-
Your Directors thank the employees at all levels for their hard work and commitment. The Board also places on record their appreciation for the continued support and co-operation received from the customers, suppliers, bankers, business partners/associates, financial institutions and regulatory bodies. The Directors also place on record their gratitude to the Members for their continued support and confidence. By order of the Board of Directors
For PANTH INFINITYLIMITED
Chairman & Director
404, Navneet Plaza,
5/2, Old Palasia,