|
Dear Members,
The Directors of your Company have the pleasure in presenting the Eighteenth Annual
Report together with the audited financial statements for the financial year
("FY") ended March 31, 2025.
FINANCIAL RESULTS
The summary of the Company's financial results, both on a standalone and consolidated
basis, for FY 25 as compared to the previous FY i.e., FY 24 is given below:( in lakhs)
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from operations |
11,593.40 |
9,650.06 |
11,611.36 |
9,654.25 |
| Other income |
84.97 |
403.73 |
70.34 |
304.73 |
Earnings before interest, tax, depreciation and amortization (EBITDA)
and prior period adjustments (excluding other income) |
1,062.06 |
616.67 |
1,062.88 |
615.49 |
| Depreciation and amortization expenses |
108.28 |
88.34 |
108.28 |
88.34 |
| Finance Cost |
274.35 |
444.84 |
274.35 |
444.84 |
Profit before Exception Items & tax from continuing operations |
764.37 |
487.22 |
750.59 |
387.03 |
| Exceptional Items |
- |
(435.13) |
- |
(435.13) |
Profit before tax (PBT) from continuing operations |
764.37 |
52.10 |
750.59 |
(48.09) |
| Tax expense |
178.58 |
11.15 |
178.65 |
10.52 |
Profit after tax (PAT) from continuing operations |
585.79 |
40.95 |
571.94 |
(58.62) |
Share of Profit / (loss) from associate company |
- |
- |
(8.32) |
1.23 |
Profit/(Loss) from discontinuing operations |
- |
- |
123.13 |
112.10 |
| Profit after tax (PAT) |
585.79 |
40.95 |
686.75 |
54.71 |
*Previous year figures have been regrouped / rearranged wherever necessary.
Standalone Performance
During the year, your Company achieved total revenue of 11,593.40 Lakhs as compared to
9,650.06 Lakhs in the previous year.
The Earnings before Interest, Tax, Depreciation and Appropriations (EBITDA) stood at
1,062.06 Lakhs in the current year as compared to 616.67 Lakhs during the previous year.
During the year, the Net ProfitafterTax stood at 585.79 Lakhs as compared to 40.95 Lakhs
in the previous year.
Consolidated Performance
Your Company achieved total revenue of 11,611.36 Lakhs as compared to 9,654.25 Lakhs in
the previous year. The Earnings before Interest, Tax, Depreciation and Appropriations
(EBITDA) stood at 1,062.88 Lakhs in the current year as compared to 615.49 Lakhs during
the previous year.
The Net Profit after Tax stood at 686.75 Lakhs as compared to 54.71 Lakhs in the
previous year.
STATE OF THE COMPANY'S AFFAIRS
The information on the affairs of the Company has been given as part of the Management
Discussion & Analysis Report forming part of this Report.
MATERIAL CHANGES AND COMMITMENT
There were no other 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 this Report.
DIVIDEND
The Board of Directors of the Company thought it would be prudent to conserve capital
and has not recommended dividend for the FY 2024-25.
TRANSFER TO RESERVE
Your Company does not propose to transfer any amount from the current year's profits to
the General Reserve.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the Act read with the IEPF
(Accounting, Audit, Transfer and Refund) Rules, 2016, dividend / interest / refund of
applications which remains unclaimed / unpaid for a period of 7 years is required
to be transferred to IEPF. Further, the IEPF Rules mandate the companies to transfer all
shares on which dividend remains unclaimed / unpaid for a period of 7 consecutive years to
the demat account of the IEPF
Authority.
During the period under review, the Company has transferred a sum of Rs. 1600 to IEPF
being towards unpaid / unclaimed dividend on the equity shares of the Company. The
unclaimed / unpaid dividend amount transferred pertains to the dividend declared for the
FY 2016-17.
In the FY 2025-26, the company is required to transfer the funds lying unpaid or
unclaimed for a period of seven years for the dividend declared in FY 2017-18 amounting to
Rs. 2400. The details of the unpaid and unclaimed amounts lying with the company are
available on the website of the company at
https://www.panachedigilife.com/shareholder-information#IEPF and Ministry of Corporate
affairs athttps://www.iepf.gov.in/. The Company requests the Members to claim the
unclaimed dividend within the prescribed period. The Members can contact Bigshare Services
Private Limited, the Registrar and Share Transfer Agents of the Company for claiming the
unclaimed amount standing to the credit in their account. The Members / claimants whose
shares or unclaimed dividends get transferred to IEPF may claim the shares or apply for
refund from the IEPF authority by following the refund procedure as detailed on the
website of IEPF authority at https://www.iepf.gov.in/IEPF/ refund.html.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the period.
SHARE CAPITAL
A. Authorised Share Capital:
During the year, Authorized Share Capital of the Company increased from Rs.
13,00,00,000/- (Rupees Thirteen Crore Only) divided into 1,30,00,000 (One Crore and Thirty
Lakh) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees
Twenty Crore Only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees
Ten Only) each vide Ordinary Resolution passed by the Members of the Company at Extra
Ordinary General Meeting on July 10, 2024.
B. Issued and Paid-up Share Capital and Warrants: i. During the year under review,
the Company issued 32,28,000 equity shares on a preferential basis to persons belonging to
the non-promoter category. Each equity share has a face value of 10 and was issued at a
price of 81 per share (including a premium of 71), payable in cash. The said preferential
issue was approved by the Board of Directors on June 17, 2024, followed by the approval of
the shareholders on July 10, 2024. The allotment was approved by the Board of Directors on
August 17, 2024. ii. During the year under review, the Company also issued 7,86,000
warrants, each convertible into or exchangeable for one equity share of face value 10, to
the promoters of the Company on a preferential basis. The warrants were issued at a price
of 81 per warrant ("Warrant Issue Price"), comprising a subscription price of
20.25 per warrant ("Warrant Subscription Price") and an exercise price of 60.75
per warrant ("Warrant Exercise Price"), in accordance with applicable law. The
preferential issue of warrants was approved by the Board of Directors on June 17, 2024,
followed by the approval of the shareholders on July 10, 2024. The allotment was approved
by the Board of Directors on August 17, 2024. As on March 31, 2025, the respective
allottees had not exercised their option to convert warrants into equity shares.
In summary, as on April 1, 2024, the paid-up share capital of the Company stood at
12,00,00,000, comprising 1,20,00,000 equity shares of 10 each. Pursuant to the allotment
of 32,28,000 equity shares during the year, the paid-up share capital increased to
15,22,80,000 as on March 31, 2025, comprising 1,52,28,000 equity shares of 10 each. In
addition, 7,86,000 fully convertible warrants remain outstanding, which are eligible for
conversion into equity shares in accordance with the applicable terms.
DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
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 the Company has accepted loans from directors 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;
|
|
|
|
(Amount in ) |
Sr. No. |
Name of the person |
Relation Company with |
the Amount received during the year |
Amount Outstanding as on March 31, 2025 |
| 1 |
Amit Rambhia |
Managing Director |
50,50,000 |
34,50,000 |
SUBSIDIARY & ASSOCIATE COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT
A list of bodies corporate which are subsidiaries / associates of your Company as on
March 31, 2025* is as follows;
| Technofy Digital Private Limited |
Wholly Owned Subsidiary |
| Panache Newage Technology Private Limited (Formerly known as ICT
Infratech Services Private Limited) |
Wholly Owned Subsidiary |
| AIR Digilife Private Limited (Formerly known as NAJ Digilife Private
Limited) |
Subsidiary Company |
| Cadcord Technologies Private Limited |
Associate Company |
*Other than the Companies mentioned above, no other Company has become or ceased to be
a subsidiary or joint venture or associate of the Company during this financial year.
The Board of Directors reviewed the affairs of the Subsidiary and Associate Company. In
accordance with Section 129(3) of the Act, we have prepared consolidated financial
statements of the Company, its Subsidiary and Associate Company in accordance with Indian
Accounting Standards notified (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 and Associate Company in Form AOC-1 is
annexed as Annexure A.
In accordance with Section 136 of the Act, and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (the Listing Regulations), the audited financial
statements, including the consolidated financial related information of the Company and
financials of subsidiary Companies are also available on our website at https://
www.panachedigilife.com/financials .
The Policy for determining material subsidiaries, pursuant to the provisions of
Securities and Exchange Board of India (SEBI') (Listing Obligations and Disclosure
Requirements) Regulation, 2015 (the SEBI Listing Regulations'), may be accessed on
the Company's website at https://www.panachedigilife.com/corporate-governance#policies.
BOARD OF DIRECTOR'S & KEY MANAGERIAL PERSONNEL Directors
As on March 31, 2025, the composition of the Board is in accordance with the provisions
of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an
appropriate combination of Executive Directors, Non-Executive Directors and
Independent Directors. The list of Directors of the Company has been disclosed as part of
the Corporate Governance Report.
During the year under review;
Mr. Nikit Rambhia (DIN 00165678) was liable to retire by rotation and being eligible
was re-appointed at the 17th Annual General Meeting held on September 26, 2024.
Mr. Shailesh Gala (DIN: 01283286) was re-appointed as an Independent Director for a
second term of five consecutive years, commencing from May 29, 2025 to May 28, 2030. His
re-appointment was approved by the Board at its meeting held on January 21, 2025, and
subsequently by the members of the Company through a Postal
Ballot on March 2, 2025.
Section 152 of the Act provides that unless the Articles of Association provide for
retirement of all directors at every
AGM, not less than two-third of the total number of directors of a public company
(excluding the Independent Directors) shall be persons whose period of office is liable to
determination by retirement of directors by rotation, of which one-third are liable to
retire by rotation. Accordingly, Mr. Nitesh Savla (DIN: 05155342), will retire by rotation
at ensuing AGM and being eligible, has offered himself for reappointment.
The terms and conditions of appointment of Independent Director are available on the
website of the Company at https:// www.panachedigilife.com/corporate-governance#board. The
Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience and expertise and they hold highest standards of integrity.
Key Managerial Personnel
Pursuant to the provisions of sub-section (51) of Section 2 and Section 203 of the Act
read with the Rules framed thereunder, the following persons are the Key Managerial
Personnel of the Company as on March 31, 2025.
1. Mr. Amit Rambhia - Managing Director
2. Mr. Nikit Rambhia - Joint Managing Director
3. Mr. Nitesh Savla - CFO & Whole Time Director
4. Mr. Harshil Chheda - Company Secretary & Compliance Officer
Declaration by Independent Directors
All the Independent Directors have submitted the declaration of independence, pursuant
to Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, stating
they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations and they are not aware of any
circumstance or situation, which exist or may be reasonably anticipated, that could impair
or impact his / her ability to discharge his / her duties with an objective independent
judgment and without any external influence. All Independent Directors of the company have
confirmedthat they have registered themselves with Independent Directors Database of the
Indian Institute of Corporate Affairs (IICA) and have clearedonlineproficiencytest of
IICA, as applicable.
Annual Evaluation of Directors, Committees and Board
Pursuant to the Act and the SEBI Listing Regulations, the Company has "Directors
Performance Evaluation Policy" in place. In accordance with the said Policy, all the
Directors had filled up Questionnaire and feedback form for evaluation of individual
Directors, Board as a whole, Chairman, committees, and Independent Directors, whose format
forms part of the policy. Thereafter Board evaluated every Director including Independent
Director at its meeting held on
January 21, 2025.
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 was
good.
Independent Director's Separate Meeting
A separate meeting of Independent Directors of the Company, was held on January 21,
2025 as required under Schedule IV to the Act (Code for Independent Directors) and
Regulation 25(3) of the SEBI 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
except Mrs. Tejaswini More, who had expressed her inability to attend the Meeting and
requested for leave of absence.
Familiarization Programme
The Company has familiarized the Independent Directors with the Company, their roles,
responsibilities in the Company, nature of industry in which the Company operates,
business model of the Company, etc. The details relating to the familiarization programme
are available on the website of the company at
https://www.panachedigilife.com/corporate-governance#board.
Policy on Directors' Appointment and Remuneration
The Nomination and Remuneration Policy of the Company has been formulated in terms of
Section 178 of the Act. This Policy governs policy relating to Director's, Key Managerial
Personnel's and Senior Management's appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director. The complete
disclosure of the said policy is available on the Company's website at
https://www.panachedigilife.com/ corporate-governance#policies.
PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with
requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
Trading Policy of the Company lays down guidelines and procedures to be followed and
disclosures to be made while dealing with shares of the Company, as well as the
consequences of violation. The Policy has been formulated to regulate, monitor and ensure
reporting of deals by employees and to maintain the highest ethical standards of dealing
in Company Securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading is available on the Company's website
https://www.panachedigilife.com/corporate-governance.
MANAGEMENT DISCUSSION & ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 of the Listing Regulations, a separate section on Management
Discussion and Analysis and Corporate Governance Report togetherwith certificatefrom a
Practicing Company Secretary confirming compliance with the SEBI Listing Regulations
relating to Corporate Governance of the Listing Regulations are set out and form part of
this Annual Report.
AUDITORS Statutory Auditor
Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder,
the Members at their 15th AGM held on September 29, 2022 had appointed M/s. Jain
Salia & Associates, Chartered Accountants (Firm Registration Number 116291W) as
the Statutory Auditors of the Company for a term of five years, i.e., from the conclusion
of the 15th AGM till the conclusion of 20th AGM.
There is no qualifications, reservations or adverse remarks made by Statutory Auditors,
in their report on Financial
Statements of the Company and hence do not call for any further explanation or comments
from the Board under
Section 134(3)(f) of the Act.
The Notes on financial statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments.
Secretarial Auditor
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in
accordance with Section 204 of the
Act, basis recommendation of the Board, the Company is required to appoint Secretarial
Auditor with the approval of the Members at its AGM. In light of the aforesaid, the Board
of the Company has recommended the appointment of M/s D. M. Zaveri & Co.,
Company Secretaries as the Secretarial Auditor of the Company for a period of 5 (five)
consecutive financialyears, i.e.; from FY2025-26 up to FY2029-30, subject to approval of
the Members at the ensuing AGM of the Company, to undertake secretarial audit as required
under the Act and SEBI Listing Regulations and issue the necessary secretarial audit
report for the aforesaid period.
M/s D. M. Zaveri & Co., Company Secretaries have confirmed that their appointment,
if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations.
Further, the Secretarial Auditor has confirmed subjected themselves to Peer Review process
by the Institute of Company Secretaries of India ("ICSI") and hold valid
certificate issued by the Peer Review Board of ICSI.
Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing
Regulations, the Company had appointed M/s D. M. Zaveri & Co., Company Secretaries to
undertake the Secretarial Audit of the Company for the FY 2024-25.
Further, in terms of the regulatory requirements, M/s D. M. Zaveri & Co. has issued
the Annual Secretarial Compliance
Report, confirming compliance by the Company of the applicable SEBI regulations and
circulars / guidelines issued thereunder.
The Secretarial Audit Report is appended as Annexure B to this Report. There is
no adverseremark,qualification, reservation or disclaimer in the Secretarial Audit Report.
Cost Records and Cost Audit
The Board, on the recommendation of the Audit Committee, had appointed Kishore Bhatia
& Associates
(Firm Registration No. 00294), Cost Accountants, as Cost Auditors, for the financial
year ending March 31, 2025. The Cost Auditors will submit their report for FY 2024-25
within the timeframe prescribed under the Act. Cost Audit report for the FY 2023-24 did
not contain any qualification, reservation or adverse remarks. Further, the Company has
duly maintained the cost records as prescribed by the Central Government under Section 148
of the Act read with the Companies (Cost Records and Audit) Rules, 2014.
The Board, on the recommendation of Audit Committee, has re-appointed Kishore Bhatia
& Associates, Cost Accountants, as Cost Auditors of the Company for FY 2025-26 upon
confirmation of the cost auditor with respect to their eligibility, independence,
willingness etc. for the said reappointment.
In accordance with the provisions of Section 148 of the Act read with the Companies
(Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has
to be ratified by the shareholders. Accordingly, the
Board recommends the same for approval by shareholders at the ensuing AGM.
It may be noted that none of the Auditors of the Company have reported any fraud under
Section 143(12) of the Act, and therefore, no details are required to be disclosed under
Section 134(3)(ca) of the Act during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has strong commitment towards conservation of energy, natural resources and
adoption of latest technology in its areas of operation.
The information on Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of
the Companies (Accounts) Rules, 2014, is provided as Annexure C of Board's Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The 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 in respect of employees of the company has been appended as Annexure D
to the Board's Report.
The statement as required under Section 197 of the Act and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable, as
no employee during the financial year received remuneration in excess of the thresholds
specified under the said provisions.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors confirm that, to the best
of their knowledge and belief:
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
of the company for that period; C. of adequate accounting records in accordance
thedirectorshadtakenproperand 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 have prepared the annual accounts a on a going concern basis;
E. the directors had laid down internal financial controls to be 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.
SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India on Board Meetings and General Meetings.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate system of internal controls commensurate with the size of its
operation and business to ensure that all assets are safeguarded and protected against
loss from unauthorized use or disposition, and to ensure that all the business
transactions are authorized, recorded and reported correctly and adequately. During the
year, M/s. Sanket Sangoi & Associates, Chartered Accountants were appointed as the
Internal Auditors by the
Board of Directors for the FY 2024-25. The Board of Directors at its meeting held on
May 13, 2025, upon recommendation of Audit Committee has approved the appointment of M/s.
Sanket Sangoi & Associates, Chartered Accountants, (FRN:
137348W), as the Internal Auditor of the Company for the FY 2025-26. The Audit
Committee reviews reports submitted by Internal Auditor. Suggestions for improvement are
considered and the Audit Committee reviews on the corrective actions taken by the
Management. The Internal Auditor report directly to Audit Committee.
For more details on the topic, please refer to the Management Discussion and Analysis
report which form part of the Annual Report.
BOARD MEETINGS
During the year, the Board met 5 (Five) times. The details of the Board meetings held
during FY 2024-25 are disclosed in the Corporate Governance Report appended to this
Report.
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 Act, the SEBI Listing
Regulations and other applicable statutes, rules and regulations applicable to the
Company from time to time. Currently, the Board of Directors has formulated following
committees, viz. i. Audit Committee ii. Nomination & Remuneration
Committee iii. Stakeholder's Relationship Committee
The details of the meetings, composition and terms of reference of the Committees are
disclosed in Corporate Governance Report appended to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the financial year 2024-25, the provisions of Section 135 of the Companies Act,
2013, relating to Corporate
Social Responsibility (CSR), were not applicable to the Company.
However, based on the financial performance for FY 2024-25, the Company has exceeded
the net profit threshold prescribed under Section 135(1) of the Act. Accordingly, CSR
provisions have become applicable from FY 2025-26.
The Company has formulated a Corporate Social Responsibility (CSR) Policy in compliance
with the Companies Act,
2013 and the Companies (CSR Policy) Rules, 2014. The CSR policy of the Company is
posted on the website of the Company and may be accessed at
https://www.panachedigilife.com/corporate-governance#policies.
VIGIL MECHANISM
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read
with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations,
your Company has adopted Whistle Blower Policy for Directors and employees to report
genuine concerns to the management of the Company. The whistle blower policy of the
Company is posted on the website of the Company and may be accessed at
https://www.panachedigilife.com/ corporate-governance#policies.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
BY THE COMPANY
The particulars of loans, guarantees, security and investments as per Section 186 of
the Act by the Company, as applicable, have been disclosed in the Financial Statements.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY
All Related Party Transactions that were entered during the financial year were in the
ordinary course of business and at arm's length basis. The Audit Committee grants an
omnibus approval for the transactions that are in the ordinary course of the business and
repetitive in nature. For other transactions, the Company obtains specific approval of the
Audit
Committee before entering into any such transactions. A statement giving details of all
Related Party Transactions are placed before the Audit Committee on a quarterly basis for
its review. Disclosure as required by the Indian Accounting
Standards (Ind AS 24) has been made in the notes to the Financial Statements. There
werenomateriallysignificantRPTs made by the Company with Promoters, Directors, KMPs or
Body Corporate(s), which had a potential conflict with the interest of the Company at
large. Accordingly, the disclosure of RPTs as required under the provisions of Section
134(3)(h) of the Act in Form AOC-2 is not applicable. The Policy on related party
transactions, as formulated by the Board is available on the Company's website at
https://www.panachedigilife.com/corporate-governance#policies.
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 forms part of the
Annual Report. Policy on Risk Management is available on the Company's website at
https://www.panachedigilife.com/ corporate-governance#policies.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place a policy for prevention, prohibition and redressal of sexual
harassment at workplace. Further, the Company has constituted an Internal Committee under
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, where complaints in the nature of sexual
harassment can be registered. Appropriate reporting mechanisms are in place for ensuring
protection against sexual harassment and the right to work with dignity.
The disclosure under the said Act for the year ended March 31, 2025 is provided in the
table below: 1. number of complaints of sexual harassment received in the year Nil 2.
number of complaints disposed off during the year Nil 3. number of cases pending for more
than ninety days Nil
The Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace is available on the
Company's website at https://www.panachedigilife.com/corporate-governance#policies.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The provisions of the Maternity Benefit Act, 1961, including all applicable amendments
and the rules framed thereunder including provisions such as paid maternity leave, nursing
breaks, and protection from dismissal during maternity leave to all the eligible women
were not applicable to the Company for the financial year 2024 - 25. The to ensuring a
safe, inclusive and supportive workplace for women employees.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
ANNUAL RETURN
The Annual Return in Form MGT-7 as required under Section 92(3) of the Act is available
on the website of the Company at
https://www.panachedigilife.com/shareholder-information#agm.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders have been passed against the Company by
any Regulators or Courts or
Tribunals impacting the going concern status of the Company and its future operations.
HUMAN RESOURCE / INDUSTRIAL RELATIONS
Human resources continue to be one of the most vital assets of the Company, with a
continuous focus on development and alignment to maximize organizational efficiencyand
backbone of the enterprise, and fostering a strong sense of belonging among employees
promotes dedication, loyalty, and active participation in strengthening the Company's
policies, systems, and culture.
Throughout the year, employee relations remained positive, with an atmosphere of mutual
respect, cooperation, and open communication prevailing across the organization. The
Company has consistently maintained a harmonious, healthy, and collaborative working
environment, which has contributed significantly to enhancing productivity and
organizational value.
Engagement with workmen and staff remained cordial and constructive during the year
under review, and the management is grateful for the wholehearted cooperation and support
extended by all employees.
As on March 31, 2025, the Company (excluding its subsidiaries) had 37 employees on its
rolls. The Board places on record its sincere appreciation for the commitment, teamwork,
and valuable contributions made by employees at all levels. Their dedication, passion and
sense of ownership continue to be key drivers of the Company's growth and success.
INSOLVENCY AND BANKRUPTCY
The Company has not made any application or no proceeding is pending under the
Insolvency and Bankruptcy Code,
2016 during the Financial Year and hence not being commented upon.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the Financial Year under review, there has been no incident of one-time
settlement for loan taken from the banks of financial institutions and hence not being
commented upon.
OTHER INFORMATION / DISCLOSURES
Wherever applicable, refer the Company's website www.panachedigilife.com or relevant
details will be provided to the members on written request to the Company Secretary.
ACKNOWLEDGEMENT
The Board of Directors takes this opportunity to express its sincere appreciation for
the unwavering dedication, hard work and commitment demonstrated by the employees across
all levels of the organization. Their efforts have been instrumental in driving the
Company's operational excellence, innovation and overall performance during the year under
review. The Directors acknowledge that the achievements of the Company are the result of a
highly motivated and capable workforce that continues to uphold the values and vision of
the organization.
The Board also extends its deep gratitude to the Company's shareholders for their
continued trust and confidence, which serve as a foundation for the Company's long-term
strategic growth.
Further, the Directors place on record their appreciation for the valuable support and
cooperation received from customers, suppliers, business partners, bankers, financial
institutions, lenders and government authorities. Their consistent engagement and
collaboration have played a critical role in enabling the Company to meet its goals and
navigate an evolving business environment.
Lastly, the Directors thank all other stakeholders for their ongoing encouragement and
commitment to the Company's committed journey. The continued goodwill, support and belief
of all those associated with the Company remain vital to its sustained progress and future
success.
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