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DIRECTOR'S REPORT

Panache Digilife Ltd.

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Market Cap. (₹) 61.20 Cr. P/BV 1.90 Book Value (₹) 26.88
52 Week High/Low (₹) 56/37 FV/ML 10/3200 P/E(X) 16.47
Bookclosure 19/07/2019 EPS (₹) 3.10 Div Yield (%) 0.98
Year End :2018-03 

To the Members of Panache Digilife Limited

The Directors are delighted to present the 11th Annual Report on the business and operations of the Company together with the Audited Standalone & Consolidated Financial Statement of Panache Digilife Limited (“the Company”) for the financial year ended 31st March, 2018.

STATE OF THE COMPANY’S AFFAIRS

Financial Performance

The summarized standalone and consolidated financial results of your Company are given below:

(Rs. in lakhs)

Particulars

Financial Year Ended

Standalone

Consolidated

31/03/2018

31/03/2017

31/03/2018

31/03/2017

Revenue from operations (net)

7709.61

5621.09

10250.26

7894.17

Other income

53.48

56.50

53.48

56.50

Earnings before interest, tax, depreciation and amortization (EBITDA) and prior period adjustments

452.96

417.22

701.94

680.38

Depreciation and amortization expenses

15.48

15.75

15.48

15.75

Finance Cost

120.26

185.86

122.60

185.86

Profit before tax (PBT)

361.37

271.30

608.01

534.46

Profit after tax and minority interest (PAT)

235.72

179.27

480.41

442.43

*Previous year figures have been regrouped / rearranged wherever necessary.

Accounting treatment in preparation of Financial Statements:

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Act.

Standalone Performance

Your Company achieved total revenue of Rs. 7709.61 Lakhs as compared to Rs. 5621.09 Lakhs in the previous year, representing a year-on-year growth of 37.16%.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at Rs. 452.96 Lakhs in the current year as compared to Rs. 417.22 Lakhs during the previous year representing a year-on-year growth of 8.57%.

During the year under review, the Company registered growth of 31.49% in the Net Profit after Tax which stood at Rs. 235.72 Lakhs as compared to Rs. 179.27 Lakhs in the previous year.

Consolidated Performance

Your Company achieved total revenue of Rs. 10250.26 Lakhs as compared to Rs. 7894.17 Lakhs in the previous year, representing a year-on-year growth of 29.85%.

The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at Rs. 701.94 Lakhs in the current year as compared to Rs. 680.38 Lakhs during the previous year representing a year-on-year growth of 3.17%.

During the year under review, the Company registered growth of 8.58% in the Net Profit after Tax which stood at Rs. 480.41 Lakhs as compared to Rs. 442.43 Lakhs in the previous year.

Change in Nature of Business, if any

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

DIVIDEND

Keeping in view the continued good performance, future fund requirements of the Company and policy of the Company for rewarding Members, your Directors are pleased to recommend a dividend of Rs. 0.50 per equity share of Face Value Rs. 10/- on 18,00,000 equity shares (excluding the Equity Share upon which the members have waived/forgone his/their right to receive the dividend by him/them for financial year 2017-18) for the financial year 2017-18. The dividend, if approved by the members of the Company in the AGM, shall be subject to Dividend Distribution Tax to be paid by your Company but will be tax-free in the hands of the Members.

Members belonging to the promoter group of your Company have waived their right to receive dividend for the Financial Year 2017-18 and hence the Dividend, if any, approved by the Members at the ensuing Annual General Meeting shall be only upon 18,00,000 Equity Shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds or shares which are required to be transferred to Investor Education and Protection Fund (IEPF).

As on 31st March, 2018, total unclaimed dividend stood Rs. 3,200/-.

TRANSFER TO RESERVE

Your Company does not propose to transfer any amount from the current year’s profits to the General Reserve. (Previous year Nil).

SHARE CAPITAL

The movement of Equity Capital is as under:

Particulars

No. of Equity Shares

Equity Capital as on 01.04.2017

42,00,000

Increase / Decrease during the year

18,00,000

Equity Capital as on 31.03.2018

60,00,000

During the year under review, the Company has issued 18,00,000 shares by Initial Public Offer.

The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

INITIAL PUBLIC OFFER

In the Financial year 2017-18, the Company came out with an IPO of 18,00,000 Equity Shares of Face Value of Rs. 10/- each for cash at a price of Rs. 81/- per Equity share (including a share premium of Rs. 71/- per Equity Share) aggregating to Rs. 1458 Lakh. The said public issue was approved by the Members in their Extra-Ordinary General Meeting of the Company held 17th February, 2017.

The Public issue opened for subscription on 11th April, 2017 and closed on 17th April, 2017. The issue has received 1,491 applications for 41,74,400 Equity Shares (before Technical Rejections, bids not banked and invalid duplicate bids) including Market Maker Applications of 92,800 Equity Shares. The issue was subscribed to the extent of 3.32 times as per application data (before Technical Rejections, bids not banked and invalid duplicate bids). After considering the technical rejections cases, the issue was subscribed 2.21 times. The basis of allotment was finalised in consultation with the Designated Stock Exchange on 20th April, 2017. The allotment of 18,00,000 equity shares was made on 21st April, 2017.

The Company had made an application to NSE for listing of its securities on the NSE SME platform on 21st April, 2017 pursuant to Initial Public Issue of 18,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 71/- per Equity Share. NSE has given final approval for listing and trading of 60,00,000 Equity Shares of Rs. 10/- each on NSE SME platform from 25th April, 2017 onwards with Symbol ‘PANACHE’.

The Company has complied with all the requirements prescribed by the Companies Act, 2013, various SEBI regulations and stock exchange’s requirement, wherever requires.

STATUS OF UTILIZATION OF PROCEEDS RAISED FROM IPO

Pursuant to Regulation 32 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, we confirm that there is no deviation or variation in the use of proceeds from the objects stated in the prospectus and the actual utilization of funds and details of utilization are mentioned in the below table;

(Rs. in Lakhs)

Sr. No.

Particulars

Amount allocated for object, as disclosed in the Prospectus

Utilisation of fund received from allotment of shares

Deviation, if any

1

For IPO Issue Expenses

60.00

60.00

-

2

For Working Capital purpose

1200.00

1200.00

-

3

For General Corporate purpose

198.00

198.00

-

Total

1458.00

1458.00

-

SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

The Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and its Subsidiary in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), which forms part of this Annual Report. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC-1 is annexed as Annexure A. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of subsidiary is also available on our website at www.panachedigilife.com.

Further, none of the Company’s subsidiaries, joint ventures or associate companies have become or ceased to be Company’s subsidiaries, joint ventures or associate companies.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link: www.panachedigilife.com.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations and that such internal financial controls are adequate and were operating effectively.

CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a separate report on Corporate Governance under Regulation 34(3) read with para C of Schedule V is not applicable to the Company since it is listed on the SME Exchange.

RISK MANAGEMENT

The Company has formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis.

For more details on the topic, please refer to the Management Discussion and Analysis report which form part of the Annual Report. Policy on Risk Management is available on the website of the Company www.panachedigilife.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All transactions entered into with the related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year other than those mentioned in Form AOC-2 at Annexure B of this Director’s Report.

Also, suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the notes to the Financial Statements.

Further all Related Party Transactions are placed before the Board / Audit Committee for approval. Prior omnibus approval of the Board / Audit Committee is obtained for the transactions which are of a foreseen or repetitive in nature. A statement of all Related Party Transactions is placed before the Board / Audit Committee for its review on a meeting to meeting basis, specifying the nature, value and terms and conditions of the transactions.

Policy on Related Party Transactions

As per Regulation 15 of SEBI (LODR) Regulations, 2015, Company is exempted from complying with Regulation 23 of SEBI (LODR) Regulations, 2015 and hence preparing a Policy on Related Party Transactions is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

For the year under review, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

PREVENTION OF INSIDER TRADING

Your Company has adopted the “Code of Conduct on Prohibition of Insider Trading” and “Code of fair disclosure of Unpublished Price Information” for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by Insiders. The Code of Conduct on Prohibition of Insider Trading was amended in the board meeting dated 29th May, 2018. The said codes are also available on the website of the Company www.panachedigilife.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors & KMP

- Mr. Amit Devchand Rambhia (holding DIN: 00165919) was liable to retire by rotation and being eligible was reappointed as Managing Director of the Company at the 10th Annual General Meeting held on 21st September, 2017.

- Mr. Rohit Mathur (holding DIN: 06583736) was appointed as Independent Director of the Company for the first term by the Members in the 10th AGM of the Company on 21st September, 2017 w.e.f. 17th February, 2017 and further re-appointed as Independent Director for the second term of 5 years w.e.f. 17th February, 2018 upto 16th February, 2023 by the Members through Postal Ballot.

- Mrs. Meeta K. Mehta (holding DIN: 07515717) was appointed as Independent Director of the Company for the first term by the Members in the 10th AGM of the Company on 21st September, 2017 w.e.f. 17th February, 2017 and further re-appointed as Independent Director for the second term of 5 years w.e.f. from 17th February, 2018 upto 16th February, 2023 by the Members through Postal Ballot.

- Mr. Bhavin Vinod Adani (holding DIN: 02919483) was appointed as Independent Director of the Company for the first term by the Members in the 10th AGM of the Company on 21st September, 2017 w.e.f. 17th February, 2017 and further re-appointed as Independent Director for the second term of 5 years w.e.f. 17th February, 2018 upto 16th February, 2023 by the Members through Postal Ballot.

- Mr. Devchand Lalji Rambhia (holding DIN: 00165851) received approval of Members in the 10th AGM of the Company on 21st September, 2017 for continuation as Whole-Time Director upon attaining 70 years of age during the term of his appointment.

- During the year under review, there is no change in the Company Secretary & Compliance Officer and CFO of the Company. Ms. Jinkle Khimsaria is the Company Secretary & Compliance Officer and Nitesh Savla is the CFO of the Company.

Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nikit Devchand Rambhia (holding DIN: 00165678), Joint Managing Director of the Company, retires by rotation at ensuing Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his reappointment as Director liable to retire by rotation at the ensuing Annual General Meeting.

Declaration by Independent Directors:

In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the Company at the time of their appointment, re-appointment and at the first meeting of the Board of Directors in every financial year confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015. Also, in the opinion of the Board, the Independent directors meet the said criteria.

Number of Board Meetings and attendance thereat by Board:

Your Board of Directors (“Board”) meets at regular intervals to discuss and decide on various business policies, strategies, financial matters and other businesses. Date of the Board Meetings are decided and communicated to the Directors well in advance. In case of exigencies or urgency of matters, resolutions are passed by circulation or on a shorter notice for such matters as permitted by law.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013.

During the year under review, the Board of your Company met 7 (Seven) times on 18th April, 2017; 21st April, 2017; 23rd May, 2017; 18th August, 2017; 12th September, 2017; 14th November, 2017 and 13th February, 2018. The details of attendance of each Director at the Board Meetings are given below;

Sr. No.

Name of the Director

No. of Board Meetings eligible

No. of Board Meetings attended

1

Amit Rambhia

7

7

2

Nikit Rambhia

7

5

3

Devchand Rambhia

7

7

4

Rohit Mathur

7

7

5

Meeta K. Mehta

7

7

6

Bhavin Adani

7

7

During the year under review there was one General Meeting held on 21st September, 2017 i.e. Annual General Meeting and all the six Directors were present at the said meeting.

Compliance with Secretarial Standards on Board and Annual General Meetings:

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

Committees of the Board:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable statutes, rules and regulations applicable to the Company from time to time. The Committees also focus on critical functions of the Company in order to ensure smooth and efficient business operations. The Board of Directors is responsible for constituting, assigning, co-opting and fixing the terms of reference of these committees in line with the extant regulatory requirements. The Committees meets at regular intervals for deciding various matters and providing directions and authorizations to the management for its implementation.

Currently, the Board of Directors has formulated following committees, viz.

i. Audit Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders’ Relationship Committee

Audit committee:

During the year under review, the Audit Committee comprised of the following Directors;

Sr. No.

Name of the Committee Member

Position in the Committee

1

Meeta K. Mehta

Chair Person

2

Rohit Mathur

Member

3

Amit Rambhia

Member

The Audit Committee was reconstituted on 28th May, 2018 vide Circular Resolution passed by the Board of Directors and currently the Committee comprises as follows;

Sr. No.

Name of the Committee Member

Position in the Committee

1

Meeta K. Mehta

Chair Person

2

Rohit Mathur

Member

3

Amit Rambhia

Member

4

Bhavin Vinod Adani

Member

During the year under review there were 6 (Six) Meetings held on 18th April, 2017; 23rd May, 2017; 18th August, 2017; 12th September, 2017; 14th November, 2017 and 13th February, 2018. The details of attendance of each Director at the Audit Committee Meetings are given below;

Sr. No.

Name of the Member

No. of Committee Meetings eligible

No. of Committee Meetings attended

1

Meeta K. Mehta

6

6

2

Rohit Mathur

6

6

3

Amit Rambhia

6

6

Nomination & Remuneration Committee

During the year under review, the Nomination & Remuneration Committee comprised of the following Directors;

Sr. No.

Name of the Committee Member

Position in the Committee

1

Bhavin Vinod Adani

Chairman

2

Meeta K. Mehta

Member

3

Rohit Mathur

Member

During the year under review there were 2 (Two) Meetings held on 21st April, 2017 and 13th February, 2018. The details of attendance of each Director at the Nomination & Remuneration Committee Meetings are given below;

Sr. No.

Name of the Member

No. of Committee Meetings eligible

No. of Committee Meetings attended

1

Bhavin Vinod Adani

2

2

2

Meeta K. Mehta

2

2

3

Rohit Mathur

2

2

Stakeholders’ Relationship Committee

During the year under review, the Stakeholders’ Relationship Committee comprised of the following Directors;

Sr. No.

Name of the Committee Member

Position in the Committee

1

Rohit Mathur

Chairman

2

Nikit Rambhia

Member

3

Bhavin Adani

Member

During the year under review there was 1 (One) Meeting held on 13th February, 2018. The details of attendance of each Director at the Stakeholders’ Relationship Committee Meetings are given below;

Sr. No.

Name of the Member

No. of Committee Meetings eligible

No. of Committee Meetings attended

1

Rohit Mathur

1

1

2

Nikit Rambhia

1

1

3

Bhavin Adani

1

1

The details of complaints received and resolved during the Financial Year 2017-18 are given in the table below:

Particulars

No. of Complaints

Opening as on 1st April, 2017

-

Received during the year

-

Resolved during the year

-

Closing as on 31st March, 2018

-

Annual Evaluation process

Pursuant to Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has “Directors Performance Evaluation Policy” in place. In accordance with the said Policy, all the Directors had filled up Questioner and feedback form for evaluation of individual Directors, Board as a whole, Chairman, committees, and Independent Directors, which format forms a part of the policy. Thereafter Nomination & Remuneration Committee evaluated every Director including Independent Director on 13th February, 2018 and submitted a report on evaluation to the Chairman of the Company.

Further the Board has also evaluated its own performance, Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee, Chairman and all Directors individually. The Board concluded that the overall performance of all the Directors were very good.

Independent Director’s Separate Meeting

A separate meeting of Independent Directors of the Company, was held on 13th February, 2018 as required under Schedule IV to the Act (Code for Independent Directors) and Regulation 25(3) of the Listing Regulations.

At the meeting following matters were taken up;

- reviewed the performance of Non-Independent Directors and the Board as a whole.

- reviewed the performance of the Chairperson of the Company.

- assess the quality, quantity and timeliness of flow of information.

All Independent Directors of the Company attended the Meeting of Independent Directors.

HUMAN RESOURCE

During the year under review, the personal and industrial relations with the employees remained cordial in all respects. The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. The total number of employees on the rolls of the Company were sixty as on 31st March, 2018. Material disclosures in the Human Resource front have been detailed under the head “Human Resource” in the Management Discussion & Analysis which forms a part of the Annual Report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditor

The Members of the Company at their 10th Annual General Meeting (AGM) held in 2017, approved the appointment of M/s. KPB & Associates, Chartered Accountants (Firm Registration No. 114841W), as statutory auditors of the Company, for a term of five years and to hold office till conclusion of the Annual General Meeting to be held in the year 2022.

M/s. KPB & Associates, the Statutory Auditor of the Company for the Financial Year 2017-18 have conducted the audit for the said period. There are no qualifications, reservations or adverse remarks made by M/s. KPB & Associates, in their report and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. Further the specific notes forming part of the Accounts referred to in the Auditor’s Report read with the notes to financial statements as referred to therein, are self-explanatory and give complete information and addresses the observations, if any.

Secretarial Audit

Mr. Piyushkumar Parmar, Company Secretaries, was appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2017-18. However, Mr. Piyushkumar Parmar, has submitted his resignation to the Company for conducting the Secretarial Audit.

Thereafter, the Company approached M/s. D. M. ZAVERI & CO., Company Secretaries, for appointment as Secretarial Auditor and upon receipt of their consent, M/s. D. M. ZAVERI & CO., were appointed to conduct Secretarial Audit for Financial Year 2017-18.

Secretarial Audit Report as issued by M/s. D. M. ZAVERI & CO., Company Secretaries, Secretarial Auditor of the Company, forms part of this Director’s Report and is marked as “Annexure C”. There were no qualifications reservations or adverse remarks made by the Secretarial Auditor in their report and hence do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Sanket Sangoi & Associates, to conduct internal audit reviews for the Company.

Cost Audit:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with second proviso of Rule 3 of The Companies (Cost Records and Audit) Rules, 2014, Company is exempted from applicability of maintenance of cost records and Cost Audit.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to Regulation 34(2)(e) and para B of Schedule V of SEBI (LODR) Regulations 2015, Management Discussion & Analysis Report forms a part of the Annual Report and is provided elsewhere in the Annual Report.

DISCLOSURES Vigil Mechanism

In line with the best Corporate Governance practices, the Company, has put in place a system through which the Directors, employees and business associates may report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct without fear of reprisal.

The Company has put in place a process by which employees and business associates have direct access to the Vigilance Officer and Chairman of Audit Committee. The Whistle Blower Policy has been posted on the Company’s website at www.panachedigilife.com.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The Company has complied with the constitution of Internal Complaints Committee as provided under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaint of sexual harassment during the financial year 2017-18.

Public Deposit

There were no public deposits accepted during the year under review or any amount of principal or interest thereof was outstanding in terms of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the Financial Year ended on 31st March, 2018.

Further, in compliance with 1st proviso of Rule (2)(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014 read with amendment rules thereto, during the year under review the Company has accepted loans from directors and their relatives for business purpose along with a declaration in writing from them to the effect that the said loan amount is not being given out of funds acquired by borrowing or accepting loans or deposits from others.

Sr. No.

Name of the person

Relation with the Company

Amount received during the year in Rs.

Amount Outstanding as on 31/03/2018 (in Rs.)

1

Amit Rambhia

Managing Director

68,00,000

0

2

Nikit Rambhia

Joint Managing Director

21,80,000

0

3

Devchand Rambhia

Whole- Time Director

46,75,000

0

Particulars of Loans given. Investments made. guarantees given and securities Provided

The Company has made compliance with the provisions of Section 186 of the Companies Act, 2013 during the year under review. Please refer Note 6 & 7 to the Standalone Financial Statement which forms a part of this Annual report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided as Annexure D which forms part of this Report.

Extract of Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, an extract of the Annual Return of the Company for the year ended 31st March, 2018, is provided in the prescribed Form MGT - 9 as Annexure E which forms part of Directors Report.

Particulars of Employees and related disclosures

In terms of the first proviso to Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company upto the date of the 11th Annual General Meeting.

The statement containing information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure F and forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATION IN FUTURE

During the year under review, no significant and material orders have been passed against the Company by any Regulators or Courts or Tribunals impacting the Company’s going concern status and operations in future.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company from the financial year ended 31st March, 2018 to the date of signing of the Director’s Report.

POLICIES AND DISCLOSURE REQUIREMENTS

In the Financial Year 2017-18, pursuant to listing of shares of the Company and in terms of provisions of the Act and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various applicable policies. The policies are available on Company’s website - www.panachedigilife.com.

The Company’s policy on Directors’ appointment, remuneration and other matters provided in Section 178(3) of the Act forms part of Nomination and Remuneration Policy and has been disclosed as Annexure G.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

A. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. 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 and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

C. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. the directors had prepared the annual accounts on a going concern basis;

E. the directors had laid down internal financial controls are followed by the Company and that such financial controls are adequate and are operating effectively;

F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in place and such systems are adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion and Analysis may be forward looking within the meaning of the applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Government of India, Governments of various countries, concerned State Governments, other Government Authorities, Departments and Agencies, the Stakeholders, Business Associates, Banks, Financial Institutions, Customers, Vendors and Service Providers for the valuable support and co-operation extended by them during the year.

Your Directors would also like to place on record their sincere thanks and appreciation for the contribution, consistent hard work, dedication and commitment of our employees at all levels

For and on behalf of the Board of Directors of

Panache Digilife Limited

Amit Devchand Rambhia

Date: 13/08/2018 Chairman & Managing Director

Place: Mumbai DIN: 00165919

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