To the Members of
Panabyte Technologies Limited
(formerly known as Panache Innovations Limited)
Your Directors have pleasure in presenting the 42nd Annual Report on the
business and operations of the Company together with the Audited Financial Statement of
Panabyte Technologies Limited (formerly known as Panache Innovations Limited) ("the
Company") for the financial year ended March 31, 2023. In compliance with the
applicable provisions of Companies Act, 2013 (including any statutory modification(s) or
re-enactment(s) thereof, for time being in force) ("the Act") and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("the SEBI Regulations"), this report covers the financial results and
other development during the financial year 1st April, 2022 to 31st March,
2023 and other developments up to the date of the Board meeting held on 12th August,
2023 to approve this report, in respect of the Company.
STATE OF THE COMPANY'S AFFAIRS Financial Highlights
The summarized financial results of your Company are given below:
(Rs. in lakhs)
Particulars |
Financial Year |
Financial Year |
|
Ended as on |
Ended as on |
|
31/03/2023 |
31/03/2022 |
Revenue from operations (net) |
886.69 |
839.52 |
Earnings before interest, tax, depreciation and |
2.36 |
1.53 |
amortization (EBITDA) and prior period |
|
|
adjustments (excluding other income) |
|
|
Depreciation and amortization expenses |
12.37 |
5.64 |
Finance Cost |
39.87 |
24.17 |
Profit before tax (PBT) |
(60.27) |
2.24 |
Profit after tax and minority interest (PAT) |
(44.73) |
1.06 |
During the year 2022-23, there has been fire in the adjacent warehouse at midnight of
January 5, 2023 which has destroyed all the stock item stored at the warehouse which
includes furniture and fixtures, office equipment's, computers, etc. lying at our
warehouse premises and that has affected the business of the Company after Covid 19. But
our management and the team has tried their best with their knowledge, expertise to
recover the losses by expanding the business and implementing new plans, strategies,
innovations, techniques and we are on the path of progress to achieve the commitment made
to our stakeholders.
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 Companies Act, 2013.
Performance
During the year, the Company achieved/incurred total revenue of 8,86,69,319 as compared
to
8,39,52,098 in the previous year.
The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at
2,36,092 In the current year as compared to 1,49,382 in the previous year.
The Company incurred loss. The Net Loss after Tax (44,73,047) as compared to Net Profit
after Tax 1,06,226 in the previous year.
DIVIDEND
Considering the loss incurred in the current financial year and keeping in view the
future growth, synergistic acquisitions, meeting unforeseen contingental requirements of
the Company, your Directors have not recommended any dividend for the financial year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The company has not declared any dividend for the financial year 2022-23. The dividend
declared in F.Y. 2015-16 and the funds amounting to Rs. 31,350 /- lying unpaid or
unclaimed for a period of seven years. Therefore, Rs. 31,350 along with the shares will be
transferred to Investor Education and Protection Fund (IEPF).
Any shareholder whose shares or unclaimed dividend have been transferred to the Fund,
may claim the shares under provision to Section 124(6) or apply for refund under Section
125(3) or under proviso to Section 125(3) of the Act, as the case may be, to the Authority
by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.
As on 31st March, 2023, total unclaimed dividend stood Rs. 31,350/-.
TRANSFER TO RESERVE
The Company has not proposed to transfer any amount to the General Reserve.
DEPOSITS
There were no public deposits accepted during the year 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, 2023.
CHANGE IN NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the Financial Year
2022-2023.
SHARE CAPITAL
During the year, 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.
CHANGE OF NAME OF THE COMPANY
As recommended by the Board, the requisite majority of the shareholders at their Annual
General Meeting held on 28th September, 2022, was sought to change the name of
the Company from "Panache Innovations Limited" to "Panabyte Technologies
Limited". Thereafter, the Company has received the new Certificate of Incorporation
pursuant to the name change from ROC, Mumbai w.e.f. 25th October, 2022 and
approval letter from BSE for name change of the Company w.e.f. 10th May, 2023
accordingly thereafter, the name of the Company has been updated.
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 2022-2023, M/s. SSPK & Associates, Chartered Accountants were re-appointed as the
Internal Auditors by the Board of Directors. 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. Further, The Board has
appointed M/s Sanket Sangoi
& Associates as an internal auditor for Financial Year 2023-2024. The Internal
Auditor directly reports to Audit Committee. Further during the year under review, the
internal audit reports were not made available and as informed by the management, the
company is under process to provide all the required data and details to the Internal
auditors for the internal audit purpose and assures to furnish the final Internal Auditors
Report as required by the Statutory Auditors M/s. KPB & Associates at the earliest.
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 have 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 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 Companies Act, 2013, 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 to be followed by the
Company and that such internal 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.
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
read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company.
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 and is attached herewith marked as Annexure
II of this Director's Report. Policy on Risk Management is available on the website of the
Company www.panabyte.com.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY
As a part of its philosophy of adhering to highest ethical standards, transparency and
accountability, your Company has historically adopted the practice of undertaking related
party transactions only in the ordinary and normal course of business and at arm's length.
During the year, all transactions entered into with the related parties as defined
under the Companies Act, 2013 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 I 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 Financial Statements, which forms a part of the Annual
Report. All transactions entered into with the related parties as defined under the
Companies Act, 2013 are placed before the Audit Committee and also before the Board for
approval and noting. Prior approval and omnibus approval, wherever required, is obtained
from the Audit Committee for the transactions which are of a foreseeable and repetitive
nature. 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.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis Report, as required under SEBI (LODR)
Regulations 2015, forms part of the Annual Report and is attached herewith marked as
Annexure II of this Director's Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year, 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
The Company has adopted an Internal Code of Conduct for Regulating, Monitoring
and Reporting of Trades by Designated Persons' ("the Code") in accordance with
the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations").
The Code is applicable to promoters, member of promoter group, all Directors and such
designated employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the said PIT Regulations. Your Company has approved and adopted
new "Code of Conduct for Prohibition of Insider Trading" The new policy has been
adopted with effective from 13th August, 2021, for regulating the dissemination
of Unpublished Price Sensitive Information and trading in securities by Insiders and shall
also be amended as per the requirements under the law. The said code is also available on
the website of the Company www.panabyte.com .
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
The Board of the Company is comprised of eminent persons with proven competence and
integrity. Besides the experience, strong financial acumen, strategic astuteness, and
leadership qualities, they have a significant degree of commitment towards the Company and
devote adequate time to the meetings.
In terms of the requirement of the Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of the Company's
businesses for effective functioning. In the opinion of the Board, all the directors, as
well as the directors appointed / re- appointed during the year possess the requisite
qualifications, experience and expertise and hold high standards of integrity.
Changes in Directors
During the year, following change took place in the Board of Directors & Key
Managerial Personnel of the Company:
Mr. Mr. Amit Devchand Rambhia (holding DIN: 00165919) was liable to retire by rotation
and being eligible was re-appointed at the 41st Annual General Meeting held on
28th September, 2022. He resigned from the position of Chairman and
Non-Executive Director w.e.f. closing of business hours of 30th May, 2023 due to his other
professional commitments and there is no other material reason other than the said for his
resignation from the Board of the Company. The Board places on record its sincere
appreciation for the services rendered by Mr. Amit Rambhia during his association with the
Company.
Mr. Anil Jaychand Dagade (holding DIN: 02701030) on completion of his tenure on 30th
March, 2023 was reappointed as Non-Executive Independent Director of the Company via
postal ballot for a tenure of five years w.e.f 31st March, 2023 to 30th March,
2028 not liable to retire by rotation.
The Company has received the necessary declaration from each Independent Director under
Section 149(7) of the Act, that he/she meets the criteria of independence laid down in
Section 149(6) of the Act and under the Listing Regulations. Based on the annual
confirmations received from the Independent Directors, the Board is of the opinion that
the Independent Directors fulfil the criteria of Independence as specified under Section
149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are
Independent of the management. The Board is also of the opinion that the Independent
Directors of the Company possess requisite qualifications, experience and expertise in the
fields of general corporate management, marketing, finance, taxation, accounts and
strategy and they hold highest standards of integrity.
Director Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Prakash Mavji Vichhivora (holding DIN: 03123043) is liable
to retire by rotation at the ensuing AGM and being eligible, offers himself for
reappointment. The Board recommends his reappointment as Director & Chairperson liable
to retire by rotation at the ensuing AGM. All details pertaining to his appointment are
detailed in the Notice of 42nd AGM.
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 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.
Key Managerial Personnel
? Mr. Prakash Vichhivora is Managing Director & Chairman?
? Mr. Hetal Vichhivora is Whole-Time Director & Chief Financial Officer?
? Ms. Saloni Hurkat, Company Secretary & Compliance Officer (Resigned w.e.f. 16th
August, 2023)?? Ms. Ayushi Sahu is Company Secretary & Compliance Officer
(Appointed w.e.f. 17th August, 2023)?
BOARD DIVERSITY
Your Company recognizes and embraces the benefits of having a diverse Board that
possesses a balance of skills, experience, expertise and diversity of perspectives,
appropriate to the requirements of the businesses of the Company. The Company sees
increasing diversity at the Board level as an essential element in maintaining a
competitive advantage. A truly diverse Board will include and make good use of the
differences in the skills, regional and industry experience and background among
directors. These differences are considered in determining the optimal composition of the
Board.
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.
The Board exhibits strong operational oversight with regular presentations in quarterly
meetings. Date of the Board/Committee Meetings are decided and communicated to the
Directors well in advance. However, in case of an exigency or urgent business 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 Financial Year 2022-23, Total 6 (Six)
meetings of the Board of Directors of the Company were held on 30th May, 2022,
8th August, 2022, 22nd August, 2023, 8th November, 2022,
13th February, 2023 and 24th March, 2023. The details of attendance
of each Director at the Board Meetings & 41st AGM are given below;
Sr. No. |
Name of Director |
No. of meetings eligible |
No. of Board Meetings attended |
Attendance at 41st AGM 28th September, 2022 |
1 |
Amit Devchand Rambhia |
6 |
6 |
Yes |
2 |
Prakash Vichhivora |
6 |
6 |
Yes |
3 |
Hetal Vichhivora |
6 |
6 |
Yes |
4 |
Anil Jaychand Dagade |
6 |
6 |
Yes |
5 |
Shailesh Premji Gala |
6 |
6 |
Yes |
6 |
Tejaswini More |
6 |
4 |
Yes |
During the year, there was one General Meeting held on 28th September, 2022
i.e. Annual General Meeting and attendance of Directors thereat is mentioned above.
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 the following
committees, viz. i. Audit Committee ii. Nomination & Remuneration Committee iii.
Stakeholders' Relationship Committee
Audit Committee
During the year, the Audit Committee comprised of the following Members;
Sr. |
Name of the Committee |
Position in the Committee |
No. |
Member |
|
1 |
Mr. Shailesh Premji Gala |
Chairperson |
2 |
Mr. Amit Rambhia |
Member (Resigned w.e.f. 30th May, 2023) |
3 |
Mr. Anil Dagade |
Member |
4 |
Ms. Tejaswini More |
Member |
During the year total 5 (Five) meetings of the Audit Committee of the Company were held
on 30th May, 2022, 8th August, 2022, 22nd August, 2022, 8th
November, 2022 and 13th February, 2023.The details of attendance of each
Member at the Audit Committee are given below;
Sr. No. |
Name of Member |
No. of Committee Meetings eligible |
No. of Committee Meetings attended |
1 |
Mr. Shailesh Gala |
5 |
5 |
2 |
Mr. Amit Rambhia |
5 |
5 |
3 |
Mr. Anil Dagade |
5 |
5 |
4 |
Ms. Tejaswini more |
5 |
4 |
Nomination and Remuneration Committee
During the year, composition of Nomination and Remuneration Committee comprised of the
following Members:
Sr. No. |
Name of Member |
Position in the Committee |
1 |
Mr. Anil Dagade |
Chairman |
2 |
Mr. Shailesh Premji Gala |
Member |
3 |
Mr. Amit Rambhia |
Member (Resigned w.e.f. 30th May, 2023) |
4 |
Ms. Tejaswini More |
Member |
During the year, there were 2 (Two) Meetings held on 30th May, 2022 and 24th
March, 2023. The details of attendance of each Member at the Nomination and
Remuneration Committee Meetings are given below;
Sr. No. |
Name of Member |
No. of Committee Meetings eligible |
No. of Committee Meetings attended |
1 |
Mr. Anil Dagade |
2 |
2 |
3 |
Mr. Shailesh Premji Gala |
2 |
2 |
4 |
Mr. Amit Rambhia |
2 |
2 |
5 |
Ms. Tejaswini More |
2 |
1 |
Stakeholders Relationship Committee
During the year, the Stakeholders' Relationship Committee comprised of the following
Members;
Sr. No. |
Name of the Committee Member |
Position in the Committee |
1 |
Mr. Shailesh Premji Gala |
Chairman |
2 |
Mr. Amit Rambhia |
Member (Resigned w.e.f. 30th May, 2023) |
3 |
Mr. Anil Dagade |
Member |
4 |
Ms. Tejaswini More |
Member |
During the year there was 1 (One) Meeting held on 8th November, 2022. The
details of attendance of each Member at the Stakeholders' Relationship Committee Meeting
are given below:
Sr. No. |
Name of the Members |
No. of the Committee meetings eligible |
No. of the Committee meetings attended |
1 |
Mr. Shailesh Premji Gala |
1 |
1 |
2 |
Mr. Amit Rambhia |
1 |
1 |
3 |
Mr. Anil Dagade |
1 |
1 |
4 |
Ms. Tejaswini More |
1 |
1 |
The details of complaints received and resolved during the Financial Year 2022-2023 are
given in the table below:
Particulars |
No. of Complaints Attended |
Opening as on 1st April, 2022 |
- |
Received during the year |
- |
Resolved during the year |
- |
Closing as on 31st March, 2023 |
- |
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 Questionnaire 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 Board evaluated every Director
including Independent Director on 8th November,2022. 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 8th November,
2022 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
The Company understands that people are its most valuable assets. The Company has
developed a continuous learning human resource base to unleash potential and fulfil the
aspirations of the employees. The strategic thrust of Human Resource has been on
improvement of the performance of employees through training & development and also to
identify outperformers who have the potential for taking higher responsibilities. Through
various online initiatives the Company also focused on capability development of its
employees during the pandemic and thereafter.
During the year, the personal relations with the employees remained cordial in all
respects. The total number of employees on the rolls of the Company were 36 as on 31st
March, 2023. 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 and is attached herewith marked as Annexure II of
this Director's Report.
AUDITORS AND AUDITORS' REPORT Statutory Audit
M/s. KPB & Associates, Statutory Auditor of the Company have conducted the audit
for the F.Y. 2022-2023.
With reference to Independent Auditors Report:
"On January 5, 2023, an incidence of fire occurred at one of the warehouse of the
company located at Bhiwandi, Thane. This incident led to damage of certain property, plant
and equipment, inventory and interrupted business. The company has insurance cover against
the damaged inventories. The company has lodged claim of this incident with the insurance
company, which is under process. The company has estimated and recognized an initial loss
of Rs. 157.83 Lakhs on account of damage to plant, property & equipment &
inventory and has recognized insurance claim receivable to the extent of Rs. 125.00 Lakhs.
The aforementioned loss & corresponding credit arising from insurance claim has been
presented as net loss of Rs. 32.83 Lakhs under Exceptional items in the above result for
the year ended March 31, 2023."
For which our management and the team has tried their best with their knowledge,
expertise to recover the losses by expanding the business and implementing new plans,
strategies, innovations, techniques and we are on the path of progress to achieve the
commitment made to our stakeholders.
With reference to point (xiv) of Annexure - A to the Auditor's Report
"(a) We are unable to comment whether the Company has an internal audit system
which is commensurate to the size and nature of its business as the internal audit reports
were not made available to us; (b) We were not able to consider the internal audit reports
for determining the nature, timing and extent of our audit procedures for the period ended
1st April, 2022 to 31st March, 2023 as the same were not made available to us by the
company."
As informed by the management, the Company is under process to provide all the required
data and details to the Internal Auditors for the internal audit purpose and assures to
furnish the final Internal Auditors Report as required by the Statutory Auditors M/s. KPB
& Associates at the earliest.
The Notes on financial statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments. Further no fraud has been
reported by the Auditor under section 143(12) of the Companies Act, 2013 requiring
disclosure in the Board's Report.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed M/s. D. M. Zaveri & Co, Company Secretaries, as Secretarial Auditor to
undertake the Secretarial Audit of the Company for the F.Y. 2022-23. The Secretarial Audit
Report confirm that the company has complied with the applicable laws except Payment of
Annual Listing fees under Regulation 14 of SEBI (Listing Obligations & Disclosure
Requirements) Regulation, 2015 and for conformity of compliance under section 138 of the
Companies Act, 2013 w.r.t. internal audit of the functions and the activities of the
company by the Internal auditors appointed by the Company for the year under review. The
Secretarial Audit Report forms part of this Annual Report and is attached herewith and
marked as Annexure III of this Director's Report.
"During the year under review the Company has complied with the provisions of the
Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the company
has not paid listing fees to the BSE Limited as per regulation 14 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as informed by the management,
the Company is in process of making payment soon. Further, we are unable to confirm
compliance of sec. 138 of the Companies Act, 2013 in respect of internal audit of the
functions and activities of the company by the internal auditor appointed by the Company
during the year under review."
As informed by the management, the Company is under process to provide all the required
data and details to the Internal Auditors for the internal audit purpose and assures to
furnish the final Internal Auditors Report as required by the Statutory Auditors M/s. KPB
& Associates at the earliest.
Internal Auditor:
Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts)
Rules, 2014, the Board of Directors of the Company have re-appointed M/s. SSPK &
Associates as an Internal auditor of the company for financial year 2022-2023. The board
has appointed M/s. Sanket Sangoi & Associates, as an Internal Auditor of the Company
for the financial year 2023-2024. 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 reports to Audit Committee.
Cost Audit
During the year, Company was exempted from applicability of maintenance of cost records
and 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.
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
Post Covid there has been stability in distribution business of company. Our team has
tried their best with their knowledge, expertise to recover the losses by expanding the
business and implementing new plans, strategies, innovations, techniques and we are on the
path of progress to achieve the commitment made to our stakeholders. Other than this, no
material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which these financial statements relate and the
date of this report. Company strongly believe that in due course of time business will
revive and resulted upward direction growth in next financial year. Company have strongly
put forward its operations in service Industry. Management Strongly believe that new
vertical of operations in service industry adding towards company's growth in larger
prospect in coming years.
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
Chairperson of Audit Committee. The Whistle Blower Policy has been posted on the Company's
website at www.panabyte.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 thereunder. 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. Further the Company has not received
any complaint of sexual harassment during the financial year 2022-2023. In financial year
2022-23, the Internal Committee of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 has been re-constituted as per the requirement of the
Act to reconstitute ICC on the completion of 3 years from date of Constitution of previous
ICC. The Policy for Sexual Harassment of Women at Workplace has been posted on the
Company's website at www.panabyte.com .
Significant and Material Orders Passed by the Regulators or Courts
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
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. Details of the Loans, Investments and guarantees covered under
the provisions of Section 186 of the Companies Act, 2013 forms a part of notes to the
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 Companies (Accounts) Rules 2014, is annexed as Annexure IV of this
Director's Report.
Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company
has placed a copy of the Annual Return (FORM MGT-7) which can be access through weblink
http://www.panabyte.com/corporate-governance/ . By virtue of amendment to Section 92(3) of
the Companies Act, 2013, the Company is not required to provide extract of Annual Return
(Form MGT- 9) as part of the Board's report.
Particulars of Employees and related disclosures
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 V of Director's Report.
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 inspection or obtaining a copy of the said information may write
to the Company Secretary and the same will be furnished on request.
POLICIES AND DISCLOSURE REQUIREMENTS
Pursuant to provisions of the Companies Act, 2013 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.panabyte.com . All the applicable policies has been formulated as per the Companies
Act, 2013 ("the Act") and applicable SEBI Regulations and are amended time to
time. The complete disclosure of the said policy is available on the Company's website -
www.panabyte.com .
DEPOSITORY SERVICES
The Company's Equity Shares have been admitted to the depository mechanism of the
National Securities Depository Limited (NSDL) and also the Central Depository Services
(India) Limited (CDSL). As a result, the investors have an option to hold the shares of
the Company in a dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE516E01019. Shareholders therefore are requested to take full
benefit of the same and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic form.
INDUSTRIAL RELATIONS
Overall, the Industrial Relations in all our Units of the business have been harmonious
and cordial and were maintained at the desired satisfactory levels throughout the year.
CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis and Chairman's Letter 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.
OTHER DISCLOSURES
No disclosures are required in respect of sub rule xi & xii of Rule 8(5) of The
Companies (Accounts) Rules, 2014 read with Section 134(3)(q) as the same is not applicable
to the Company during the financial year. Wherever applicable, refer the Company's website
www.panabyte.com or relevant details will be provided to the members on written request to
the Company Secretary.
APPRECIATION
Your Directors take this opportunity to thank the Government of India, concerned State
Governments, other Government Authorities, Departments and Agencies, the Stakeholders,
Business Associates, Banks, Financial Institutions, Customers, Vendors and Service
Providers, consultants/advisors of the Company 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.
By order of the Board of Directors of Panabyte Technologies Limited (Formerly known as
Panache Innovations Limited)
Date: 12/08/2023 |
Prakash Mavji Vichhivora |
Place: Mumbai |
Chairman |
& Managing Director |
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DIN: 03123043 |