Dear Members,
Your Directors are pleased to present the 41st Annual Report on the business
and operations of the Company together with the Audited Financial Statement for the year
ended 31st March, 2025.
CORPORATE OVERVIEW
Pan India Corporation Limited is engaged in the business to invest in, buy, sell,
transfer, hypothecate, deal in and dispose of any shares, stocks, debentures (whether
perpetual or redeemable debentures), debenture stock, securities, including securities of
any government, Local Authority, bonds and certificates and properties (whether Immovable
or movable).
FINANCIAL PERFORMANCE
Standalone (Figure in Lakhs)
Particulars |
Current Year Year Ended 3H March, 2025 |
Previous Year Year Ended 3H March, 2024 |
Income from Operations |
0.13 |
1 |
Other Income |
4.07 |
77.36 |
Total Income |
4.20 |
78.36 |
Total Expenditure |
398.35 |
86.41 |
Profit/ (Loss) before tax |
(394.15) |
(8,05) |
Less: Provision for Deferred Tax |
_ |
- |
Less: Current Year Tax |
- |
- |
Add: Deferred Tax |
(0.01) |
(0) |
Less: Previous Tax: |
- |
(0) |
Net Profit/(Loss) after Tax |
(394.14) |
(8.05) |
STATE OF COMPANY'S AFFAIRS
During the year, company has incurred a loss of Rupees 394.14 Lakhs (Rupees Three
Crores Ninety Four Lakhs Fourteen thousand three hundred Only).
Standalone income is Rs. 0.13 Lakhs (Rs. Thirteen Thousand Only) for the Year ended
March 31, 2025 compared to Rs. 1 Lakhs (Rs. One Lakh Only) in the previous financial year.
Standalone Loss after Tax including Comprehensive Income for the Year ended March 31, 2025
is Rs. 394.14 Lakhs (Rupees Three Crores Ninety Four Lakhs Fourteen thousand three hundred
Only) compared to Rs. 8.05 Lakhs ( Rs. Eight Lakh Five Thousand Four Hundred Nineteen
Only) during the previous financial year. Your directors expect that with the continuous
efforts there will be improvement in overall performance in the coming years.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2024-25
There are no material changes and commitment affecting the financial position of
company after the closure of financial year 2024-2025 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND HIGHLIGHTS
OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
There is no Subsidiary, Associate or joint venture of the company.
Further no other company, have become or ceased to be the subsidiary and joint venture
of the company during the year except stated above.
DIVIDEND AND RESERVES
During the year under review, your Company does not recommend any dividend in the
absence of profits. And also, your company has not made any transfer to Reserves during
the financial year 2024-2025.
Details of Loans, Guarantees and Investments, if any, which are covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements as on 31.03.2025 and forms a part of annual report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an effective internal control and risk mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures.
The internal audit is entrusted to M/s R. Mahajan & Associates, a firm of Chartered
Accountants. The main thrust of internal audit is to test and review controls, appraisal
of risks and business practices.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal control systems and suggests improvements to strengthen the
same. The Board of Directors has framed a policy which ensures the orderly and efficient
conduct of its business, safeguarding of its assets, to provide greater assurance
regarding prevention and detection of frauds and accuracy and completeness of the
accounting records of the company.
During the year no reportable weakness in the operations and accounting were observed
and your company has adequate internal financial control with reference to its financial
statements.
RELATED PARTY TRANSACTIONS
All the contracts/arrangements/transactions entered by the company with related party
for the year under review were in the ordinary course of business and on Arm's Length
basis. Detail of related party transactions have been disclosed in notes to the financial
statements.
Further, your company has not entered into any material contracts or arrangements with
related parties at arm's length basis. Accordingly, the disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with
rules made there under, in Form AOC-2 is not applicable.
The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company
(http://www.panindiacorp.com/RelatedPartyPolicv-v1.2.pdf).
RISK MANAGEMENT
The risk management framework defines the risk management approach of the Company and
includes periodic review of such risks and also documentation, mitigating controls and
reporting mechanism of all risks.
In this regard the board has formulated a Risk Management policy, which defines the
risk assessment and minimization procedures. As per view of board, apart from liability
which may arise for payment of statutory dues to government of India regarding increase in
authorized capital, there is no other risk in operation of company, which may impact the
existence of company.
AUDITORS AND AUDITOR'S REPORT
STATUTORY AUDITORS
M/s. R. C. Chadda & Co. LLP Chartered Accountants was Re-appointed as Statutory
Auditor of the Company in the 40th Annual General Meeting of the Company held
on 22nd September, 2024, for the term of 5 years, to hold the office of
Statutory Auditor till the 45th Annual General Meeting.
The auditor report and notes on accounts referred to in the Auditors Report is
selfexplanatory and there are no adverse remarks or qualification in the Report except as
stated below and general remarks are in the nature of facts. M/s R. C. Chadda & Co.
LLP, Chartered Accountants who were Statutory Auditors of the Company have given their
remarks which are as follows:
Auditor remarks for financial statement ending 31.03.2025:
The Company is regular in depositing undisputed statutory dues including provident
fund, employees' state insurance, income tax, sales tax, service tax, duty of customs,
duty of excise, value added tax, cess and any other statutory dues applicable to it with
appropriate authorities.
However, according to the information and explanations given by the management of the
company, below mentioned Income Tax Liability is outstanding as at 31st March,
2025 for a period of more than six months from the date they became payable:
Assessment Year |
Outstanding Demand Amount (Rs.) |
1993-94 |
1,47,833.00 |
1995-96 |
3,40,226.00 |
1996-97 |
4,65,963.00 |
1998-99 |
2,06,438.00 |
2008-09 |
2,959.00 |
Total |
11,63,419.00 |
Further, the company has also not deposited the following ROC Fees on account of
disputes.
Name of the
Statue |
Nature of Dues |
Amount |
Period to which amount relates |
Forum where dispute is pending |
Companies Act, 1956 |
R.O.C fees for increase in Authorized
Capital |
Amount payable as ascertained by the Company is approx. Rs. 6.35 cr.
but ROC has not quantified the Amount. |
F.Y. -1996-97 & F.Y 1998-99 |
Hon'ble District & Session Court, Tis Hazariand Hon'ble Delhi
High Court |
Our reply to auditor remarks:
1. In respect of outstanding Income tax Demands: -
These demands have been uploaded by the Income tax Department on Income Tax portal. We
are looking into the demands for these years and for against these demands either
rectification application will be filed or appeal will be filed.
2. In respect of ROC fees: -
Your Board has acknowledged that the statutory fees is required to be paid to Registrar
of companies (ROC), Ministry of Corporate Affairs for increase in authorized share capital
of the company in past. However, the amount to be paid to ROC is yet to be ascertained due
to changes in law from time to time. ROC has already filed prosecution before Court for
non-compliance o f Section 97 of the Companies Act 1956 and company has also filed reply
before the court stating its intent to pay fees on increase in authorized capital, such
matter is now sub-judice before the court and company is awaiting the directions of court
regarding ascertainment of fees to be paid to ROC, Delhi.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of
the Companies Act, 2013 (“the Act”), read with Rule 9 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any
statutory modification(s) or re-enactment(s) thereof, for the time being in force), and
Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended & Based on the recommendation
of the Board in its meeting held on May 05, 2025, Pritika Nagi & Associates., Company
Secretaries, is proposed to be appointed as Secretarial Auditors of the Company to hold
office for a term of five consecutive years commencing from financial year 2025-26 till
financial year 2029-30 subject to the approval of shareholders as per the Listing
Regulations read with Section 204 of the Act and Rules thereunder.
The Secretarial Auditors' Report for Financial Year 2024-25 does not contain any
qualification, reservation, or adverse remark. The Secretarial Auditors' Report is
enclosed as Annexure A to the Board's report, which forms part of this Integrated Annual
Report.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company
by officers or employees of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
• Retirement by Rotation
During the year under review, shareholders have approved the re-appointment of Mr.
Omprakash Ramashnakr Pathak, who was liable to retire by rotation at the last Annual
General Meeting.
In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr. Vijay
Pal Shukla, Managing Director of the Company, is liable to retire by rotation at the
ensuing Annual General Meeting and being eligible, has offered himself for reappointment.
• Appointment / Re-appointment and Cessation of Directors & KMP
During the Year, Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be
Independent Directors of the Company w.e.f. as their term as Independent Directors has
been completed & they has resigned from the post of Directors w.e.f 12th August, 2024.
Further the Shareholders approved the appointment of Ms. Rajni & Mrs. Rolita Gupta
as Independent Directors (not liable to retire by rotation) for a term of five consecutive
years in the Annual General Meeting held on 22nd September, 2024.
• After the closure of Financial Year 2024-25 -
• Mr. Omprakash Ramashankar Pathak ceased to be a Director of the Company w.e.f.
as he resigned from the post of Director w.e.f 05th May, 2025.
The Board placed on record its appreciation for the valuable contribution and guidance
by Mr. Omprakash Ramashankar Pathak during his tenure as a Director of the Company.
• The Board appointed Mr. Pawan Sharma as an additional Director, liable to retire
by rotation, w.e.f, 05th May, 2025, who holds his office up to the date of the ensuing
Annual General Meeting of the Company. Therefore, the resolution for confirmation of
appointment of Mr. Pawan Sharma (DIN: 10774235) as a Director and Chairman of the Company
is placed before the members for approval in the 41st Annual General Meeting of
the Company.
The Company has received declarations from the Director confirming that he meet the
criteria as prescribed under the Act and Listing Regulations. Further, in the opinion of
the Board and based on declaration provided by the Director, he fulfill the conditions
specified in the Act and Rules made there under, read with the applicable regulations of
Listing Regulations, for his appointment as Director of the Company.
Further, there is no change in the composition of the Board of Directors of the Company
and no directors and Key Managerial Personnel have been appointed/re- appointed or resign
from the company.
EXTRACT OF ANNUAL RETURN
The details of the extract of the Annual Return, as required under Section 92 of
Companies Act, 2013 are available on Company's Website www.panindiacorp.com.
NUMBER OF MEETINGS OF THE BOARD
The Board duly met at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the Company. The notice along
with Agenda and notes on agenda of each Board Meeting was given in writing to each
Director.
During the Financial Year 2024-2025, the Board met Five (5) times. The meetings were
held on 29/05/2024, 12/08/2024, 23/08/2024, 06/11/2024 and 07/02/2025. The interval
between two meetings was well within the maximum period mentioned under Section 173 of
Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. For further details, please refer report on Corporate
Governance, an integral part of this Annual Report.
AUDIT COMMITTEE
The Audit Committee of the board as on 31st March, 2025 comprises of three
members with independent directors forming a majority, namely, Ms. Rajni, Non-Executive
Independent Director is the Chairman of the Committee and Mr. Pawan Sharma, NonExecutive -
Non Independent and Mrs. Rolita Gupta, Non-Executive Independent Director are members of
the committee.
During the Year, Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be the
part of Audit Committee w.e.f, 12th August 2024 as their term as Independent Directors has
been completed. Therefore to fill the vacancy so caused Ms. Rajni & Mrs. Rolita Gupta
are appointed as the members of the Committee.
After the Closure of Financial Year 2024-25, Mr. Omprakash Ramashankar Pathak ceased to
be the part of Audit Committee w.e.f, 05th May 2025 since he resigned from the
post of Non-Executive Director of the Company. Therefore to fill the vacancy so caused Mr.
Pawan Sharma is appointed as the member of the Committee. All the recommendations made by
the Audit Committee were accepted by the board.
Further, the Roles and Responsibility and other related matters of Audit Committee
forms an integral part of Corporate Governance Report as part of annual report.
POLICIES & DISCLOSURES
The Vigil Mechanism/Whistle blower Policy of the company provides that protected
disclosures can be made by a whistle blower through an email to the Chairman of the audit
committee. The Whistle Blower Policy can be accessed on the Company's Website at the link:
http://www.panindiacorp.com/WhistleBlowerPolicy.pdf.
REMUNERATION AND NOMINATION POLICY
The nomination and remuneration committee has recommended to the Board:
a) A policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. The details of this policy are
attached as Annexure B in this report and
b) Further, Policy for selection criteria of Directors and Senior Management and
Criteria for determining qualifications, positive attributes and director independence is
also attached as Annexure C to this Report.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every
company having net worth of Rupees five hundred crores or more, or turnover of rupees one
thousand crores or more or a net profit of rupees five crores or more during the
immediately preceding financial year shall constitute a Corporate Social Responsibility
Committee of the Board. However, it is not applicable in case of your Company. Hence there
is no need to form Corporate Social Responsibility Committee and Corporate Social
Responsibility Policy for the company as per the requirement of the Companies Act, 2013.
BOARD EVALUATION
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013, states that the performance evaluation of independent directors shall
be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole and that of its committee
was conducted based on the criteria and framework adopted by the Board. Board has engaged
Nomination and Remuneration Committee for carrying out the evaluation and their finding
were shared with the board that had discussed and analyze its performance during the year.
The Board approved the evaluation results as collated by the nomination and remuneration
committee.
The exclusive meeting of Independent Directors was held to evaluate the performance of
the Board, non-Independent Directors & the Chairman.
The performance evaluation of committee's and board as a whole was done on the basis of
questionnaire which was circulated among the board members and committee members and on
receiving the inputs from them, their performance was assessed.
Lastly, performance evaluation of individual directors was done on the basis of
selfevaluation forms which were circulated among the directors and on receiving the duly
filled forms, their performance was assessed.
FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS
The details of programmes for familiarization of Independent Directors with the
company, their roles and responsibilities in the company, business model of the company
and other related matter are put on the website of the Company at the link:
http://www.panindiacorp.com/familirisation_policy.pdf
To familiarize the new inductees as independent director with the strategy, operations
and functions of our Company, the executive directors make presentations to the inductee's
about the Company's organization structure, finance, human resources, facilities and risk
management.
Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, function, duties and responsibilities
as a director. The Formal format of the letter of appointment is available on our website
(http://www.panindiacorp.com/docs.html).
CORPORATE GOVERNANCE
Your Company has implemented all the stipulations of the Corporate Governance Practices
set out by the Securities and Exchange Board of India and as provided in SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Report
of Corporate Governance forms an integral part of the Annual Report.
The requisite certificate from the Company Secretary in Practice regarding compliance
of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure D of the Director's
Report.
MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT
Managements' Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming Annexure E of the Director's Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration
in excess of the limits set out in the said rules. Further, the details of top 10
employees in terms of Remuneration Drawn as per provisions of Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details of
directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
enclosed as Annexure F.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies
Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given
hereunder:
CONSERVATION OF ENERGY
i. ) Steps taken or impact on conservation of energy: Energy conservation efforts
are ongoing activities. During the year under review further efforts were made to
ensure optimum utilization of electricity.
ii. ) Steps taken by the company for utilizing alternate sources of energy: Nil, as
your company does not carry any manufacturing activities
iii. ) The Capital investment on energy conservation equipments: Nil
TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation
taken place in the company during the Financial Year 2024-25, the details as per rule 8(3)
of the companies (Accounts) Rules 2014 are as follows:
i) Efforts made towards technology absorption: - Nil
ii) Benefits derived like product improvement, cost reduction, product development or
import substitution: Nil
iii) In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year)-
a) Details of technology imported: Nil
b) Year of Import: Nil
c) Whether the technology been fully absorbed: Nil
d) Areas where absorption has not taken place and the reasons there of: Nil
iv) Expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
As your Company does not deal in Foreign Exchange, therefore the particulars relating
to Foreign Exchange Earnings and Outgo are not applicable to your Company.
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information and
explanations obtained by them, your Directors confirmed the following statement in terms
of Section 134(3) (c) of the Companies Act, 2013:
1) That in preparation of Annual Accounts for the year ended March 31st,
2025; the applicable accounting standards have been followed and there are no material
departures from the same;
2) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true
& fair view of the state of affairs of the Company as at March 31st, 2025
and of the Profit and Loss of the Company for the year ended on that date;
3) That the Directors have taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
4) The directors have prepared the annual accounts on a going concern basis;
5) That the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
6) That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
LISTING OF SECURITIES
The Company's Equity Shares are listed on following stock exchanges: i. The Bombay
Stock Exchange Limited
GENERAL
Your Director states that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
-
a) Details relating to deposits covered under Chapter V of the Act.
b) Issue of the equity shares with differential rights as to dividend, voting or
otherwise.
c) Issue of shares (including sweat equity shares) to directors or employees of the
Company.
d) Issue of Employee Stock Option Scheme to employees of the company.
e) As there are no subsidiary and none holding company of your company, and Managing
Director of the company does not receive any remuneration or commission from those
companies.
f) No significant or material orders were passed by the regulators or courts or
tribunals, which impact the going concern status and Company's operations in future.
g) Purchase of or subscription for shares in the company by the employees of the
company.
Your Directors further state that: -
a) The Company has zero tolerance for sexual harassment and during the year under
review, there were no complaint received and no cases filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
b) And there is no change in the nature of business of company during the year.
c) During the year under review, there were no applications made or any proceeding
pending in the name of the company under the Insolvency and Bankruptcy Code, 2016
d) During the year under review there has been no one time settlement of loans taken
from the Banks or Financial Institutions.
INDUSTRIAL AND HUMAN RELATIONS
Since the Company is not into any kind of manufacturing activity, there is no matter to
discuss about industrial relations and the Company is maintaining cordial relations with
its staff members.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their appreciation for the
shareholders, bankers and other business associates for their forbearance, understanding
and support to the Company. They also wish to place on record their great appreciation of
the commitment, sense of involvement and dedication exhibited by each staff member in the
overall development, growth and prosperity of the company.
Date: 04-07-2025 |
By Order of the Board of Directors |
Place: New Delhi |
For Pan India Corporation Limited |
Sd/- |
Sd/- |
Vijay Pal Shukla |
Pawan Sharma |
(Managing Director) |
(Director) |
DIN - 01379220 |
DIN - 10774235 |
|