Dear Members,
Your Directors are pleased to present the 40th Annual Report on the business
and operations of the Company together with the Audited Financial Statement for the year
ended 31st March, 2024.
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 |
Particulars |
Current Year Year Ended 31st March, 2024 |
Previous Year Year Ended 31st March, 2023 |
| Income from Operations |
1,00,000 |
30,000 |
| Other Income |
7,735,888 |
57,75,721 |
| Total Income |
7,835,888 |
58,05,721 |
| Total Expenditure |
8,641,307 |
1,46,38,859 |
| Profit/ (Loss) before tax |
(805,419) |
(88,33,138) |
| Less: Provision for Deferred Tax |
- |
- |
| Less: Current Year Tax |
|
3,600 |
| Add: Deferred Tax |
(108) |
(85) |
| Less: Previous Tax: |
(40) |
- |
| Net Profit/(Loss) after Tax |
(805,271) |
(88,36,653) |
STATE OF COMPANY’S AFFAIRS
During the year, company has incurred a loss of Rupees 805,271/- (Rupees eighty Eight
Lakhs Five Thousand Two Hundred Seventy One Only).
Standalone income is Rs. 1,00,000/- for the Year ended March 31, 2024 compared to Rs.
30,000/- in the previous financial year. Standalone Loss after Tax including Comprehensive
Income for the Year ended March 31, 2024 is Rs. 805,271/- compared to Rs. 8,836,653/-
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 2023-24
There are no material changes and commitment affecting the financial position of
company after the closure of financial year 2023-2024 till the date of report.
DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES ANDHIGHLIGHTS
OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY
M/s. Mitika Traders Private Limited ceases to be Associate of the Company during the
Year.
There is no 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 2023-2024.
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 31.03.2024 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/RelatedPartyPolicy-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 appointed as Statutory
Auditor of the Company in the 35th Annual General Meeting of the Company held
on 30th September, 2019, for the term of 5 years, to hold the office of
Statutory Auditor till the 40th Annual General Meeting. Their current term as
Statutory Auditor of the Company is going to expire in ensuing Annual General Meeting.
Therefore, In terms of the provisions of Section 139(1) of the Companies Act, 2013, the
Board of Directors on the recommendation of the Audit Committee of the Board, subject to
the approval of Shareholder of the company in the ensuing Annual General Meeting, approved
the re-appointment of M/s R. C. Chadda & Co. LLP, Chartered Accountants, as a
Statutory Auditors of the Company for a period of Five years from the conclusion of the 40th
Annual General Meeting to be held on 22nd September, 2024 till the conclusion
of 45th Annual General Meeting, on such remuneration including out of pocket
expenses and other expenses as may be mutually agreed by and between the Board of
Directors and the Auditors, and recommend the same to the shareholders for their approval.
Pursuant to Section 139 and 141 of the Companies Act, 2013 and Rules framed there
under, the Company has received a certificate from the auditors confirming their
eligibility to be appointed as Auditors of the Company. They have also confirmed that they
have hold a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of
the Listing Regulation.
The auditor report and notes on accounts referred to in the Auditors Report is
self-explanatory and there are no adverse remarks or qualification in the Report except as
stated below and general remarks are in the nature of facts. M/s 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 31.03.2024:
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, 2024 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 ascertained over 2.76 crores which has been accepted
by the company but not deposited as part payment is not acceptable. |
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 provisions of Section 204 of the Companies Act, 2013 and rules made there
under, the board has appointed M/s Pritika Nagi & Associates, Company Secretary in
Practice to conduct the Secretarial Audit of the Company for the financial year 2023-24.
The Secretarial Audit Report for the financial year ended 31st March, 2024is
attached herewith as part of the Annual Report as Annexure A which forms an integral part
of this report.
There are no secretarial audit qualifications/adverse remarks, reservation for the year
under review, except as under:
Company had increased its Authorised Capital in 1998 for which Form 5/Form SH7 has not
been filed with Registrar of companies. The said matter is under litigation.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company
by officers or employees of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Retirement by Rotation
In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr.
Omprakash Ramashankar Pathak, Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, has offered himself for
re-appointment.
Appointment / Re-appointment and Cessation of Directors & KMP
During the year under review, Mr. Vijay Pal Shukla was re-appointed as the Managing
Director of the Company in the 39th Annual General Meeting held on Sunday, 06th
August, 2023.
After the closure of Financial Year 2023-24 –
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
The Board placed on record its appreciation for the valuable contribution and guidance
by Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma during their tenure as Independent
Directors of the Company.
Based on the recommendation of the Nomination & Remuneration Committee
("NRC"), the Board on 12th August, 2024, had appointed Ms. Rajni & Mrs.
Rolita Gupta as additional Independent Directors, not liable to retire by rotation, for a
term of five consecutive years commencing from 12th August, 2024.
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under the Act and Listing
Regulations. Further, in the opinion of the Board and based on declaration of independence
provided by the Independent Directors, they all fulfill the conditions specified in the
Act and Rules made there under, read with the applicable regulations of Listing
Regulations, for their appointment as Independent Directors of the Company and are
independent of the management.
All Independent Directors have registered themselves with the Indian Institute of
Corporate Affairs for the inclusion of their name in the data bank of independent
directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and
Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall
comply with other requirements, as applicable under the said rule.
Mrs. Geetika Sehgal was appointed as the Company Secretary and Compliance Officer of
the company w.e.f, 01st September, 2023 due to the casual vacancy caused by the
resignation of Mrs. Nipa Verma.
Mr. Deepak Kumar Chauhan was appointed as the Chief Financial Officer of the company
w.e.f,
01st June, 2023 due to the casual vacancy caused by the resignation of Mr.
Suresh Pratap Singh
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.
In the Financial Year 2023-2024, the Board met Seven (7) times. The meetings were held
on 10/04/2023, 29/05/2023, 10/07/2023, 12/08/2023, 01/09/2023, 07/11/2023 and 29/01/2024.
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
Mr. Harish kumar Chauhan (Chairman) and Mrs. Preeti Sharma ceased to be the part of
Audit Committee w.e.f, 12th August 2024 since their tenure as Non-Executive
Independent Director is duly completed in the Company. Therefore to fill the vacancy so
caused Ms. Rajni is appointed as the Chairperson and Mrs. Rolita Gupta as a member of the
Committee.
The present Audit Committee of the board 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. Omprakash Ramashankar Pathak, Non-Executive - Non
Independent and Mrs. Rolita Gupta, Non-Executive Independent Director are members of the
committee.
All the recommendations made by the Audit Committee were accepted by the board.
Further, the Roles and Responsibility and other related matters of Audit Committee
forms an integral part of Corporate Governance Report as part of annual report.
POLICIES & DISCLOSURES
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
self-evaluation forms which were circulated among the directors and on receiving the duly
filled forms, their performance was assessed.
DIVIDEND DISTRIBUTION POLICY
Pursuant to the provisions of Regulation 43A of Listing Regulations, the Dividend
Distribution Policy is given in "Annexure D", forming part of this Report and is
also available on the website of the Company at www.panindiacorp.com
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 E 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 F 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 G.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars relating to energy conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies
Act, 2013read 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 2023-24, 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,
2024; 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, 2024
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 is 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.
|
|
By Order of the Board of Directors |
|
|
For Pan India Corporation Limited |
|
Sd/- |
Sd/- |
|
Vijay Pal Shukla |
Omprakash R. Pathak |
|
(Managing Director) |
(Director) |
|
DIN – 01379220 |
DIN – 01428320 |
| Date: - 23.08.2024 |
Add: 4/18, Shashi buiding, |
Add: 503, 5th Floor |
| Place:- New Delhi |
02nd Floor, Asaf Ali Road |
Trimurti Appt, Kores Road |
|
New Delhi – 110002 |
J.K. Gram, Thane -400606 |
|