Your Directors are pleased to present the 31st Annual Report on the
business and operations of the Company together with the Audited
Financial Statement for the year ended 31st March, 2015.
Pan India Corporation Limited (Your Company) 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 SUMMARISED FINANCIAL HIGHLIGHTS
(Amount in Rs.)
Particulars Current Year Ended Previous Year Ended
31st March 2015 31st March 2014
Income from Operations 32,01,759 7,88,217.00
Other Income 1,92,538 80.00
Total Income 33,94,297 7,88,297.00
Total Expenditure 60,23,307 26,79,87,966.00
Profit/ (Loss) before (26,29,010) (26,71,99,669.00)
Less: Provision for (1,99,044) (1,98,546.00)
Less: Prior period 2417229 Nil
Adjustment of Tax
Net Profit/(Loss) after Tax (48,47,195) (26,70,01,123.00)
STATE OF COMPANY''S AFFAIRS
During the year, the sales of the company jumped to Rs. 32, 01,759 as
compared to Rs. 7, 88,217 Lac in the previous year registering a growth
in the business of the company.
However during the year, due to increase in other expenses, your
company has suffered losses.
Nonetheless, your director''s expect that the initiatives undertaken
will result in improvement in financial results in the coming years.
Material Changes and Commitments after the date of close of Financial
Year 2014 - 15
There is no material changes and commitment affecting the financial
position of company after the close of financial year 2014-2015 till
the date of report. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES
AND ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION
There is no subsidiary and joint venture of the company and further
there are no companies, which have become or ceased to be the
subsidiary and joint venture of the company during the year.
However, M/s Vizwise Commerce Private Limited and M/s Mitika Traders
Private Limited are our associate companies as per section 2(6) of the
Companies Act, 2013. The summary of the performance and financial
position of these companies are given below:-
S.No. Name & Address of Company CIN
1. Vizwise Commerce Private Limited
1111, 11lh Floor, New Delhi House, 27, U32109DL1995PTC066325
Barakhamba Road, New Delhi-110001
2. Mitika Traders Private Limited
1111, 11lh Floor, New Delhi House, 27, U65990DL1992PTC192349
Barakhamba Road, New Delhi-110001
S.No. Holding/Subsidiary/Associate % of Shares held
1. Associate Company 40.70%
2. Associate Company 40%
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 2014 - 2015.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS BY COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements as on 31.03.2015. .
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 with related party for the
year under review were on Arm''s Length basis and in the ordinary course
of business. So, the provisions of Section 188 of Companies Act, 2013
are not applicable. Further disclosure in Form AOC-2 is as attached as
Annexure A. Further, there are no material related party transactions
during the year under review.
The policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the website of the Company (http://
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 J. Kumar & Associates, Chartered Accountants who are Statutory
Auditors of the Company and hold office up to the forthcoming Annual
General Meeting are recommended by the audit committee and Board of
Director for re-appointment to audit the Accounts of the Company for
the Financial Year 2015-16 at remuneration as may be decided by the
Board of Directors on the recommendation of the audit committee.
The Company has received a certificate from the auditors to the effect
that their appointment, if made, would be within the limits prescribed
under the Companies Act, 2013, and they are not disqualified for
re-appointment, as per the provisions of section 141 of the Companies
The auditor report and notes on accounts referred to in the Auditors
Report are 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.
Auditor remarks for financial statement ending 31.03.2015:
According to the information and explanation given to us, there are no
undisputed amounts were outstanding for a period of more than six
months from the date of becoming payable except:-
Name of the Statue Nature of Dues Amount Period to which
Companies Act, R.O.C fees for Amount FY. 2009-2010
1956 increase in unascertained
Our reply to auditor remarks:
Your Board has acknowledge 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 of
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.
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 2014-2015. The Secretarial
Audit Report for the financial year ended 31st March, 2015 is attached
herewith as part of the Annual Report as Annexure B which forms an
integral part of this report.
The Secretarial Audit report does not contain any qualification,
reserva- tion or adverse remark.
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 and as per the contract between Mr. Ankit Rathi, Managing Director
and Company, he is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible, has offered himself for re-
* Appointment & Re-appointment of Directors & KMP
During the year under review, the members approved the appointments of
Mr. Harish Kumar Chauhan and Ms. Preeti Sharma as Non Executive
Independent Directors of the Company who are not liable to retire by
The members also approved the appointment of Mr. Omprakash Ramashankar
Pathak as Non Executive Director of the company, who was appointed as
an additional director of the company by the board of directors on 3rd
The members also re-appointed Mr. Ankit Rathi as Managing director of
the company for a period of 3 years with effect from 14lhSeptember,
2014 and fixed the terms and conditions of such appointment including
Further, Mr. Suresh Pratap Singh has been appointed as Chief Financial
Officer of the Company by the board of directors in their duly convened
Board Meeting held on 27th November, 2014.
All Independent Directors has given declarations to the company
confirming that they meet the criteria of independence as laid down
under Section 149 (6) of The Companies Act, 2013and Clause 49 of the
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT- 9, as required under Section 92 of Companies Act, 2013 are
included in this report as Annexure C and forms an integral part of
this report. 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 of each Board Meeting was given in writing to each
In the Financial Year 2014-15, the Board met nine (9) times. The
meetings were held on 26/05/2014, 27/05/2014, 11/08/2014, 06/09/2014,
30/09/ 2014, 14/11/2014, 27/11/2014, 13/02/2015, and 25/03/2015. The
interval between two meetings was well within the maximum period
mentioned under Section 173 of Companies Act, 2013 and Clause 49 of the
The present Audit Committee of the board comprises of three members
with independent directors forming a majority, namely, Mr. Harish Kumar
Chauhan, Non Executive Independent Director is the Chairman of the
Committee and Mr. Ankit Rathi, Promoter Executive Director and Ms.
Preeti Sharma, Non Executive Independent Director are members of the
All the recommendations made by the Audit Committee were accepted by
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.
Nomination & Remuneration Committee
The present Nomination and Remuneration committee of the board
comprises of three members, namely, Mr. Harish Kumar Chauhan, Non
Executive Independent Director, Chairman of the Committee and Mr. Vijay
Pal Shukla, Non Executive Director and Ms. Preeti Sharma, Non Executive
Independent Director are members of the committee. All the
recommendations made by the Nomination and Remuneration committee were
accepted by the board.
Further, the terms of reference and other related matters of Nomination
and Remuneration committee forms an integral part of Corporate Gover-
nance Report as part of annual report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the board comprises of two
members, namely, Mr. Vijay Pal Shukla Non-Executive Director, Chairman
of the committee. The other member of Stakeholders Rela- tionship
Committee includes Mr. Ankit Rathi, Managing director of com- pany
Further, the role and responsibility and other related matters of
Stake- holders Relationship Committee forms an integral part of
Corporate Governance Report as part of annual report.
POLICIES &DISCLOSURES VIGIL MECHANISM
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://
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 D in this
b) Further, Policy for selection criteria of Directors and Senior
Manage- ment and Criteria for determining qualifications, positive
attributes and director independence is also attached as Annexure E to
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 crore or
more, or turnover of rupees one thousand crore or more or a net profit
of rupees five crore or more during any financial year shall consti-
tute 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 Corpo-
rate Social Responsibility Policy for the company as per the require-
ment of the Companies Act, 2013.
Clause 49 of the Listing Agreement 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
perfor- mance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the director being evaluated. The
evalua- tion 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 nomina-
tion and remuneration committee.
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/
To familiarize the new inductees as independent director with the
strat- egy, operations and functions of our Company, the executive
directors make presentations to the inductees about the Company''s
organization structure, finance, human resources, facilities and risk
management. Further, at the time of appointment of an independent
director, the Com- pany 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
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 Clause 49 of the Listing Agreement entered
into with the Stock Exchanges. A separate section on Report of
Corporate Governance as stipulated under Clause 49 of the Listing
Agreement, form part of the Annual Report.
The requisite certificate from the Company Secretary in Practice
regard- ing compliance of conditions of Corporate Governance as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges is attached as Annexure F of the Director''s Report.
MANAGEMENTS'' DISCUSSION AND ANALYSIS REPORT Managements'' Discussion and
Analysis Report for the year under review, as stipulated under clause
49 of the Listing Agreement with the Stock Exchanges in India, is
presented in a separate section forming Annexure G of the Director''s
Particulars of Employees and related disclosures In terms of the
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, there is no employee in the com- pany, which draws the
remuneration in excess of the limits set out in the said rules.
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 Person- nel)
Rules, 2014 are enclosed as Annexure H.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &
DEVELOPMENT AND FOREIGN EXCHANGE EARN- INGS AND OUTGO
Particulars relating to energy conservation, technology absorption,
for- eign 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 conser-
vation 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 en-
ergy: 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 & inno-
vation taken place in the company during the Financial Year 2014 -
2015, 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 DIRECTORS''
RESPONSIBILITY STATEMENT To the best of our knowledge and belief and
according to the information and explanations obtained by them, your
Directors confirmed the follow- ing 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, 2015; the applicable accounting standards have been fol- lowed
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, 2015 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 main-
tenance 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
4) The directors have prepared the annual accounts on a going con- cern
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 Delhi Stock Exchange Limited
ii. National Stock Exchange of India Limited
iii. The Bombay Stock Exchange Limited
iv. Madras Stock Exchange Limited
v. The Stock Exchange, Ahmedabad
vi. The Calcutta Stock Exchange Association Limited
Securities and Exchange Board of India (SEBI) vide their circular dated
14thMay, 2015 derecognized Madras Stock Exchange. Delhi Stock Exchange
has also been derecognized w.e.f. 19thNovember, 2014 vide SEBI order.
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 em-
ployees of the Company
d) Issue of Employee Stock Option Scheme to employees of the com- pany
e) As there is no subsidiary or holding company of your company, so
Managing Director of the company does not receive any remunera- tion or
commission from any of such companies
e) 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.
f) Purchase of or subscription for shares in the company by the
employees of the company.
g) There is no subsidiary of company, so no policy on material subsid-
iary is required to be adopted.
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 Work- place (Prevention,
Prohibition and Redressal) Act, 2013.
b) And there is no change in the nature of business of company during
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.
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
ByOrder of the Board of Directors
For Pan India Corporation Limited
Date: 27.08.2015 VijayPal Shukla AnkitRathi
Place: New Delhi Director Managing Director
DIN No.-01379220 DIN No. -01379134