Directors Report of Pan India Corporation Ltd.

Mar 31, 2025

Your Directors are pleased to present the 41^st Annual Report on the business and
operations of the Company together with the Audited Financial Statement for the year
ended 31^st March, 2025.

CORPORATE OVERVIEW

Pan India Corporation Limited is engaged in the business to invest in, buy, sell, transfer,
hypothecate, deal in and dispose of any shares, stocks, debentures (whether perpetual or
redeemable debentures), debenture stock, securities, including securities of any
government, Local Authority, bonds and certificates and properties (whether Immovable
or movable).

FINANCIAL PERFORMANCE

	Standalone (Figure in Lakhs)
	Current Year	Previous Year
Particulars	Year Ended	Year Ended
	31st March, 2025	31st March, 2024
Income from Operations	0.13	1
Other Income	4.07	77.36
Total Income	4.20	78.36
Total Expenditure	398.35	86.41
Profit/ (Loss) before tax	(394.15)	(8,05)
Less: Provision for Deferred Tax	_	-
Less: Current Year Tax	-	-
Add: Deferred Tax	(0.01)	(0)
Less: Previous Tax:	-	(0)
Net Profit/(Loss) after Tax	(394.14)	(8.05)

STATE OF COMPANY’S AFFAIRS

During the year, company has incurred a loss of Rupees 394.14 Lakhs (Rupees Three
Crores Ninety Four Lakhs Fourteen thousand three hundred Only).

Standalone income is Rs. 0.13 Lakhs (Rs. Thirteen Thousand Only) for the Year ended
March 31, 2025 compared to Rs. 1 Lakhs (Rs. One Lakh Only) in the previous financial
year. Standalone Loss after Tax including Comprehensive Income for the Year ended
March 31, 2025 is Rs. 394.14 Lakhs (Rupees Three Crores Ninety Four Lakhs Fourteen
thousand three hundred Only) compared to Rs. 8.05 Lakhs ( Rs. Eight Lakh Five
Thousand Four Hundred Nineteen Only) during the previous financial year. Your
directors expect that with the continuous efforts there will be improvement in overall
performance in the coming years.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF
FINANCIAL YEAR 2024-25

There are no material changes and commitment affecting the financial position of
company after the closure of financial year 2024-2025 till the date of report.

DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE
COMPANIES AND HIGHLIGHTS OF THEIR PERFORMANCE AND THEIR
CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

There is no Subsidiary, Associate or joint venture of the company.

Further no other company, have become or ceased to be the subsidiary and joint venture
of the company during the year except stated above.

DIVIDEND AND RESERVES

During the year under review, your Company does not recommend any dividend in the
absence of profits. And also, your company has not made any transfer to Reserves during
the financial year 2024-2025.

Details of Loans, Guarantees and Investments, if any, which are covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements as on 31.03.2025 and forms a part of annual report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures.

The internal audit is entrusted to M/s R. Mahajan & Associates, a firm of Chartered
Accountants. The main thrust of internal audit is to test and review controls, appraisal of
risks and business practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of internal control systems and suggests improvements to strengthen the
same. The Board of Directors has framed a policy which ensures the orderly and efficient
conduct of its business, safeguarding of its assets, to provide greater assurance regarding
prevention and detection of frauds and accuracy and completeness of the accounting
records of the company.

During the year no reportable weakness in the operations and accounting were observed
and your company has adequate internal financial control with reference to its financial
statements.

RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions entered by the company with related party
for the year under review were in the ordinary course of business and on Arm’s Length
basis. Detail of related party transactions have been disclosed in notes to the financial
statements.

Further, your company has not entered into any material contracts or arrangements with
related parties at arm’s length basis. Accordingly, the disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with
rules made there under, in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company

(http://www.panindiacorp.com/RelatedPartyPolicv-v1.2.pdf).

RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company
and includes periodic review of such risks and also documentation, mitigating controls
and reporting mechanism of all risks.

In this regard the board has formulated a Risk Management policy, which defines the risk
assessment and minimization procedures. As per view of board, apart from liability
which may arise for payment of statutory dues to government of India regarding
increase in authorized capital, there is no other risk in operation of company, which may
impact the existence of company.

AUDITORS AND AUDITOR’S REPORT
STATUTORY AUDITORS

M/s. R. C. Chadda & Co. LLP Chartered Accountants was Re-appointed as Statutory
Auditor of the Company in the 40^th Annual General Meeting of the Company held on
22^nd September, 2024, for the term of 5 years, to hold the office of Statutory Auditor till
the 45^th Annual General Meeting.

The auditor report and notes on accounts referred to in the Auditors Report is self¬
explanatory and there are no adverse remarks or qualification in the Report except as
stated below and general remarks are in the nature of facts. M/s R. C. Chadda & Co. LLP,
Chartered Accountants who were Statutory Auditors of the Company have given their
remarks which are as follows:

Auditor remarks for financial statement ending 31.03.2025:

The Company is regular in depositing undisputed statutory dues including provident
fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty
of excise, value added tax, cess and any other statutory dues applicable to it with
appropriate authorities.

However, according to the information and explanations given by the management of
the company, below mentioned Income Tax Liability is outstanding as at 31^st March,
2025 for a period of more than six months from the date they became payable:

Assessment Year	Outstanding Demand Amount (Rs.)
1993-94	1,47,833.00
1995-96	3,40,226.00
1996-97	4,65,963.00
1998-99	2,06,438.00
2008-09	2,959.00
Total	11,63,419.00

Further, the company has also not deposited the following ROC Fees on account of
disputes.

Name of the Statue	Nature of Dues	Amount	Period to which amount relates	Forum where dispute is pending
Companies Act, 1956	R.O.C fees for increase in Authorized Capital	Amount payable as ascertained by the Company is approx. Rs. 6.35 cr. but ROC has not quantified the Amount.	F.Y. -1996-97 & F.Y 1998-99	Hon''ble District & Session Court, Tis Hazariand Hon''ble Delhi High Court

Our reply to auditor remarks:

1. In respect of outstanding Income tax Demands: -

These demands have been uploaded by the Income tax Department on Income Tax
portal. We are looking into the demands for these years and for against these demands
either rectification application will be filed or appeal will be filed.

2. In respect of ROC fees: -

Your Board has acknowledged that the statutory fees is required to be paid to Registrar
of companies (ROC), Ministry of Corporate Affairs for increase in authorized share
capital of the company in past. However, the amount to be paid to ROC is yet to be
ascertained due to changes in law from time to time. ROC has already filed prosecution
before Court for non-compliance o f Section 97 of the Companies Act 1956 and
company has also filed reply before the court stating its intent to pay fees on increase in
authorized capital, such matter is now sub-judice before the court and company is
awaiting the directions of court regarding ascertainment of fees to be paid to ROC,
Delhi.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 (“the Act”), read with Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, (including any statutory
modification(s) or re-enactment(s) thereof, for the time being in force), and Regulation
24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended & Based on the recommendation of the
Board in its meeting held on May 05, 2025, Pritika Nagi & Associates., Company
Secretaries, is proposed to be appointed as Secretarial Auditors of the Company to hold
office for a term of five consecutive years commencing from financial year 2025-26 till
financial year 2029-30 subject to the approval of shareholders as per the Listing
Regulations read with Section 204 of the Act and Rules thereunder.

The Secretarial Auditors’ Report for Financial Year 2024-25 does not contain any
qualification, reservation, or adverse remark. The Secretarial Auditors’ Report is enclosed
as Annexure A to the Board’s report, which forms part of this Integrated Annual Report.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditors, which are committed against the
company by officers or employees of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

• Retirement by Rotation

During the year under review, shareholders have approved the re-appointment of
Mr. Omprakash Ramashnakr Pathak, who was liable to retire by rotation at the last
Annual General Meeting.

In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr.
Vijay Pal Shukla, Managing Director of the Company, is liable to retire by rotation at
the ensuing Annual General Meeting and being eligible, has offered himself for re¬
appointment.

• Appointment / Re-appointment and Cessation of Directors & KMP

During the Year, Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be
Independent Directors of the Company w.e.f. as their term as Independent Directors
has been completed & they has resigned from the post of Directors w.e.f 12th August,
2024.

Further the Shareholders approved the appointment of Ms. Rajni & Mrs. Rolita Gupta
as Independent Directors (not liable to retire by rotation) for a term of five
consecutive years in the Annual General Meeting held on 22^nd September, 2024.

• After the closure of Financial Year 2024-25 -

• Mr. Omprakash Ramashankar Pathak ceased to be a Director of the Company
w.e.f. as he resigned from the post of Director w.e.f 05^th May, 2025.

The Board placed on record its appreciation for the valuable contribution and
guidance by Mr. Omprakash Ramashankar Pathak during his tenure as a Director
of the Company.

• The Board appointed Mr. Pawan Sharma as an additional Director, liable to
retire by rotation, w.e.f, 05th May, 2025, who holds his office up to the date of
the ensuing Annual General Meeting of the Company. Therefore, the resolution
for confirmation of appointment of Mr. Pawan Sharma (DIN: 10774235) as a
Director and Chairman of the Company is placed before the members for
approval in the 41^st Annual General Meeting of the Company.

The Company has received declarations from the Director confirming that he
meet the criteria as prescribed under the Act and Listing Regulations. Further, in
the opinion of the Board and based on declaration provided by the Director, he
fulfill the conditions specified in the Act and Rules made there under, read with
the applicable regulations of Listing Regulations, for his appointment as Director
of the Company.

Further, there is no change in the composition of the Board of Directors of the
Company and no directors and Key Managerial Personnel have been appointed/re-
appointed or resign from the company.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return, as required under Section 92 of
Companies Act, 2013 are available on Company’s Website www.panindiacorp.com.

NUMBER OF MEETINGS OF THE BOARD

The Board duly met at regular intervals to discuss and decide on business
strategies/policies and review the financial performance of the Company. The notice
along with Agenda and notes on agenda of each Board Meeting was given in writing to
each Director.

During the Financial Year 2024-2025, the Board met Five (5) times. The meetings were held on
29/05/2024, 12/08/2024, 23/08/2024, 06/11/2024 and 07/02/2025. The interval between
two meetings was well within the maximum period mentioned under Section 173 of
Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. For further details, please refer report on Corporate
Governance, an integral part of this Annual Report.

AUDIT COMMITTEE

The Audit Committee of the board as on 31^st March, 2025 comprises of three members
with independent directors forming a majority, namely, Ms. Rajni, Non-Executive
Independent Director is the Chairman of the Committee and Mr. Pawan Sharma, Non¬
Executive - Non Independent and Mrs. Rolita Gupta, Non-Executive Independent
Director are members of the committee.

During the Year, Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be the part
of Audit Committee w.e.f, 12th August 2024 as their term as Independent Directors has
been completed. Therefore to fill the vacancy so caused Ms. Rajni & Mrs. Rolita Gupta
are appointed as the members of the Committee.

After the Closure of Financial Year 2024-25, Mr. Omprakash Ramashankar Pathak ceased
to be the part of Audit Committee w.e.f, 05^th May 2025 since he resigned from the post
of Non-Executive Director of the Company. Therefore to fill the vacancy so caused Mr.
Pawan Sharma is appointed as the member of the Committee. All the recommendations
made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee
forms an integral part of Corporate Governance Report as part of annual report.

POLICIES & DISCLOSURES

The Vigil Mechanism/Whistle blower Policy of the company provides that protected
disclosures can be made by a whistle blower through an email to the Chairman of the
audit committee. The Whistle Blower Policy can be accessed on the Company’s Website
at the link: http://www.panindiacorp.com/WhistleBlowerPolicy.pdf.

REMUNERATION AND NOMINATION POLICY

The nomination and remuneration committee has recommended to the Board:

a) A policy which lays down a framework in relation to remuneration of Directors,
Key Managerial Personnel and Senior Management of the Company. The details
of this policy are attached as Annexure B in this report and

b) Further, Policy for selection criteria of Directors and Senior Management and
Criteria for determining qualifications, positive attributes and director
independence is also attached as Annexure C to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every
company having net worth of Rupees five hundred crores or more, or turnover of rupees
one thousand crores or more or a net profit of rupees five crores or more during the
immediately preceding financial year shall constitute a Corporate Social Responsibility
Committee of the Board. However, it is not applicable in case of your Company. Hence
there is no need to form Corporate Social Responsibility Committee and Corporate
Social Responsibility Policy for the company as per the requirement of the Companies
Act, 2013.

SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that
the Board shall monitor and review the Board evaluation framework. The Companies
Act, 2013 states that a formal annual evaluation needs to be made by the Board of its
own performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013, states that the performance evaluation of independent directors
shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole and that of its committee
was conducted based on the criteria and framework adopted by the Board. Board has
engaged Nomination and Remuneration Committee for carrying out the evaluation and
their finding were shared with the board that had discussed and analyze its performance
during the year. The Board approved the evaluation results as collated by the
nomination and remuneration committee.

The exclusive meeting of Independent Directors was held to evaluate the performance of
the Board, non-Independent Directors & the Chairman.

The performance evaluation of committee’s and board as a whole was done on the basis
of questionnaire which was circulated among the board members and committee
members and on receiving the inputs from them, their performance was assessed.

Lastly, performance evaluation of individual directors was done on the basis of self¬
evaluation forms which were circulated among the directors and on receiving the duly
filled forms, their performance was assessed.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the
company, their roles and responsibilities in the company, business model of the company
and other related matter are put on the website of the Company at the
link: http://www.panindiacorp.com/familirisation_policy.pdf

To familiarize the new inductees as independent director with the strategy, operations
and functions of our Company, the executive directors make presentations to the
inductee’s about the Company’s organization structure, finance, human resources,
facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a
formal letter of appointment outlining his/her role, function, duties and responsibilities as
a director. The Formal format of the letter of appointment is available on our website
(http://www.panindiacorp.com/docs.html).

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance
Practices set out by the Securities and Exchange Board of India and as provided in SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section
on Report of Corporate Governance forms an integral part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of
conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is attached as Annexure D of the Director’s
Report.

MANAGEMENTS’ DISCUSSION AND ANALYSIS REPORT

Managements’ Discussion and Analysis Report for the year under review, as stipulated
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
presented in a separate section forming Annexure E of the Director’s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no employee in the company, which draws the
remuneration in excess of the limits set out in the said rules. Further, the details of top 10
employees in terms of Remuneration Drawn as per provisions of Section 197(12) of the
Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other
details of directors & KMP as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are enclosed as Annexure F.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH &
DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to energy conservation, technology absorption, foreign exchange
earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the
Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014
are given hereunder:

CONSERVATION OF ENERGY

i. ) Steps taken or impact on conservation of energy: Energy conservation efforts

are ongoing activities. During the year under review further efforts were made
to ensure optimum utilization of electricity.

ii. ) Steps taken by the company for utilizing alternate sources of energy: Nil, as

your company does not carry any manufacturing activities

iii. ) The Capital investment on energy conservation equipments: Nil

TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH &
DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken
place in the company during the Financial Year 2024-25, the details as per rule 8(3) of
the companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or
import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year)-

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company does not deal in Foreign Exchange, therefore the particulars relating to
Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil
Foreign Exchange Outgo: Nil

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and
explanations obtained by them, your Directors confirmed the following statement in
terms of Section 134(3) (c) of the Companies Act, 2013:

1) That in preparation of Annual Accounts for the year ended March 31^st, 2025; the
applicable accounting standards have been followed and there are no material
departures from the same;

2) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give
a true & fair view of the state of affairs of the Company as at March 31^st, 2025
and of the Profit and Loss of the Company for the year ended on that date;

3) That the Directors have taken proper & sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

4) The directors have prepared the annual accounts on a going concern basis;

5) That the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively;

6) That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

LISTING OF SECURITIES

The Company’s Equity Shares are listed on following stock exchanges:
i. The Bombay Stock Exchange Limited
GENERAL

Your Director states that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review: -

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the
Company.

d) Issue of Employee Stock Option Scheme to employees of the company.

e) As there are no subsidiary and none holding company of your company, and
Managing Director of the company does not receive any remuneration or commission
from those companies.

f) No significant or material orders were passed by the regulators or courts or tribunals,
which impact the going concern status and Company’s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the
company.

Your Directors further state that: -

a) The Company has zero tolerance for sexual harassment and during the year under
review, there were no complaint received and no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

c) During the year under review, there were no applications made or any
proceeding pending in the name of the company under the Insolvency and
Bankruptcy Code, 2016

d) During the year under review there has been no one time settlement of loans
taken from the Banks or Financial Institutions.

INDUSTRIAL AND HUMAN RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to
discuss about industrial relations and the Company is maintaining cordial relations with
its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the
shareholders, bankers and other business associates for their forbearance, understanding
and support to the Company. They also wish to place on record their great appreciation
of the commitment, sense of involvement and dedication exhibited by each staff member
in the overall development, growth and prosperity of the company.

Date: 04-07-2025 By Order of the Board of Directors

Place: New Delhi For Pan India Corporation Limited

Sd/- Sd/-

Vijay Pal Shukla Pawan Sharma

(Managing Director) (Director)

DIN - 01379220 DIN - 10774235

---

Mar 31, 2024

Your Directors are pleased to present the 40^th Annual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31^st March, 2024.

CORPORATE OVERVIEW

Pan India Corporation Limited is engaged in the business to invest in, buy, sell, transfer, hypothecate, deal in and dispose of any shares, stocks, debentures (whether perpetual or redeemable debentures), debenture stock, securities, including securities of any government, Local Authority, bonds and certificates and properties (whether Immovable or movable).

FINANCIAL PERFORMANCE

	Standalone
	Current Year	Previous Year
Particulars	Year Ended	Year Ended
	31st March, 2024	31st March, 2023
Income from Operations	1,00,000	30,000
Other Income	7,735,888	57,75,721
Total Income	7,835,888	58,05,721
Total Expenditure	8,641,307	1,46,38,859
Profit/ (Loss) before tax	(805,419)	(88,33,138)
Less: Provision for Deferred Tax	-	-
Less: Current Year Tax		3,600
Add: Deferred Tax	(108)	(85)
Less: Previous Tax:	(40)	-
Net Profit/(Loss) after Tax	(805,271)	(88,36,653)

STATE OF COMPANY’S AFFAIRS

During the year, company has incurred a loss of Rupees 805,271/- (Rupees eighty Eight Lakhs Five Thousand Two Hundred Seventy One Only).

Standalone income is Rs. 1,00,000/- for the Year ended March 31, 2024 compared to Rs. 30,000/- in the previous financial year. Standalone Loss after Tax including Comprehensive Income for the Year ended March 31, 2024 is Rs. 805,271/- compared to Rs. 8,836,653/- during the previous financial year. Your directors expect that with the continuous efforts there will be improvement in overall performance in the coming years.

MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2023-24

There are no material changes and commitment affecting the financial position of company after the closure of financial year 2023-2024 till the date of report.

DETAILS OF SUBSIDIARY COMPANIES. JOINT VENTURES AND ASSOCIATE COMPANIES ANDHIGHL1GHTS OF THEIR PERFORMANCE AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

M/s. Mitika Traders Private Limited ceases to be Associate of the Company during the Year.

There is no joint venture of the company.

Further no other company, have become or ceased to be the subsidiary and joint venture of the company during the year except stated above.

DIVIDEND AND RESERVES

During the year under review, your Company does not recommend any dividend in the absence of profits. And also. your company has not made any transfer to Reserves during the financial year 20232024.

Details of Loans, Guarantees and Investments, if any, which are covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2024 and forms a part of annual report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures.

The internal audit is entrusted to M/s R. Mahajan & Associates, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business practices.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same. The Board of Directors has framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.

During the year no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.

RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions entered by the company with related party for the year under review were in the ordinary course of business and on Arm’s Length basis. Detail of related party transactions have been disclosed in notes to the financial statements.

Further, your company has not entered into any material contracts or arrangements with related parties at arm’s length basis. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 read with rules made there under, in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (http://www.panindiacorp.com/RelatedPartyPolicv-v1.2.pdf).

RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all risks.

In this regard the board has formulated a Risk Management policy, which defines the risk assessment and minimization procedures. As per view of board, apart from liability which may arise for payment of statutory dues to government of India regarding increase in authorized capital, there is no other risk in operation of company, which may impact the existence of company.

AUDITORS AND AUDITOR’S REPORT

STATUTORY AUDITORS

M/s. R. C. Chadda & Co. LLP Chartered Accountants was appointed as Statutory Auditor of the Company in the 35^th Annual General Meeting of the Company held on 30^th September, 2019, for the term of 5 years, to hold the office of Statutory Auditor till the 40^th Annual General Meeting. Their current term as Statutory Auditor of the Company is going to expire in ensuing Annual General Meeting.

Therefore, In terms of the provisions of Section 139(1) of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee of the Board, subject to the approval of Shareholder of the company in the ensuing Annual General Meeting, approved the re-appointment of M/s R. C. Chadda & Co. LLP, Chartered Accountants, as a Statutory Auditors of the Company for a period of Five years from the conclusion of the 40^th Annual General Meeting to be held on 22^nd September, 2024 till the conclusion of 45^th Annual General Meeting, on such remuneration including out of pocket expenses and other expenses as may be mutually agreed by and between the Board of Directors and the Auditors, and recommend the same to the shareholders for their approval.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and Rules framed there under, the Company has received a certificate from the auditors confirming their eligibility to be appointed as Auditors of the Company. They have also confirmed that they have hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required under the provisions of Regulation 33 of the Listing Regulation.

The auditor report and notes on accounts referred to in the Auditors Report is self-explanatory and there are no adverse remarks or qualification in the Report except as stated below and general remarks are in the nature of facts. M/s R. C. Chadda & Co. LLP, Chartered Accountants who were Statutory Auditors of the Company have given their remarks which are as follows:

Auditor remarks for financial statement ending 31.03.2024:

The Company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable to it with appropriate authorities.

However, according to the information and explanations given by the management of the company, below mentioned Income Tax Liability is outstanding as at 31^st March, 2024 for a period of more than six months from the date they became payable:

Assessment Year	Outstanding Demand Amount (Rs.)
1993-94	1,47,833.00
1995-96	3,40,226.00
1996-97	4,65,963.00
1998-99	2,06,438.00
2008-09	2,959.00
Total	11,63,419.00

Further, the company has also not deposited the following ROC Fees on account of disputes

Name of the Statue	Nature of Dues	Amount	Period to which amount relates	Forum where dispute is pending
Companies Act, 1956	R.O.C fees for increase in Authorized Capital	Amount ascertained over 2.76 crores which has been accepted by the company but not deposited as part payment is not acceptable.	F.Y. -1996-97 & F.Y 1998-99	Hon’ble District & Session Court, Tis Hazariand Hon’ble Delhi High Court

Our reply to auditor remarks:

1. In respect of outstanding Income tax Demands: -

These demands have been uploaded by the Income tax Department on Income Tax portal.We are looking into the demands for these years and for against these demands either rectification application will be filed or appeal will be filed.

2. In respect of ROC fees: -

Your Board has acknowledged that the statutory fees is required to be paid to Registrar of companies (ROC), Ministry of Corporate Affairs for increase in authorized share capital of the company in past. However, the amount to be paid to ROC is yet to be ascertained due to changes in law from time to time.

ROC has already filed prosecution before Court for non-compliance o f Section 97 of the Companies Act 1956 and company has also filed reply before the court stating its intent to pay fees on increase in authorized capital, such matter is now sub-judice before the court and company is awaiting the directions of court regarding ascertainment of fees to be paid to ROC, Delhi.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the board has appointed M/s Pritika Nagi & Associates, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024is attached herewith as part of the Annual Report as Annexure A which forms an integral part of this report.

There are no secretarial audit qualifications/adverse remarks, reservation for the year under review, except as under:

Company had increased its Authorised Capital in 1998 for which Form 5/Form SH7 has not been filed with Registrar of companies. The said matter is under litigation.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

• Retirement by Rotation

In accordance with the provisions of Section 152 of The Companies Act, 2013 Mr. Omprakash Ramashankar Pathak, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

• Appointment / Re-appointment and Cessation of Directors & KMP

During the year under review, Mr. Vijay Pal Shukla was re-appointed as the Managing Director of the Company in the 39^th Annual General Meeting held on Sunday, 06^th August, 2023.

After the closure of Financial Year 2023-24 -

• Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma ceased to be Independent Directors of the Company w.e.f. as their term as Independent Directors has been completed & they has resigned from the post of Directors w.e.f 12^th August, 2024

The Board placed on record its appreciation for the valuable contribution and guidance by Mr. Harish Kumar Chauhan & Mrs. Preeti Sharma during their tenure as Independent Directors of the Company.

• Based on the recommendation of the Nomination & Remuneration Committee (“NRC”), the Board on 12th August, 2024, had appointed Ms. Rajni & Mrs. Rolita Gupta as additional Independent Directors, not liable to retire by rotation, for a term of five consecutive years commencing from 12th August, 2024.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and Listing Regulations. Further, in the opinion of the Board and based on declaration of independence provided by the Independent Directors, they all fulfill the conditions specified in the Act and Rules made there under, read with the applicable regulations of Listing Regulations, for their appointment as Independent Directors of the Company and are independent of the management.

All Independent Directors have registered themselves with the Indian Institute of Corporate Affairs for the inclusion of their name in the data bank of independent directors, pursuant to the provision of Rule 6 (1) of Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have confirmed that they shall comply with other requirements, as applicable under the said rule.

• Mrs. Geetika Sehgal was appointed as the Company Secretary and Compliance Officer of the company w.e.f, 01^st September, 2023 due to the casual vacancy caused by the resignation of Mrs. Nipa Verma.

• Mr. Deepak Kumar Chauhan was appointed as the Chief Financial Officer of the company w.e.f, 01^st June, 2023 due to the casual vacancy caused by the resignation of Mr. Suresh Pratap Singh

Further, there is no change in the composition of the Board of Directors of the Company and no directors and Key Managerial Personnel have been appointed/re-appointed or resign from the company.

EXTRACT OF ANNUAL RETURN

The details of the extract of the Annual Return, as required under Section 92 of Companies Act, 2013 are available on Company’s Website www.panindiacorp.com.

NUMBER OF MEETINGS OF THE BOARD

The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agenda and notes on agenda of each Board Meeting was given in writing to each Director.

In the Financial Year 2023-2024, the Board met Seven (7) times. The meetings were held on 10/04/2023, 29/05/2023, 10/07/2023, 12/08/2023, 01/09/2023, 07/11/2023 and 29/01/2024. The

interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For further details, please refer report on Corporate Governance, an integral part of this Annual Report.

AUDIT COMMITTEE

Mr. Harish kumar Chauhan (Chairman) and Mrs. Preeti Sharma ceased to be the part of Audit Committee w.e.f, 12^th August 2024 since their tenure as Non-Executive Independent Director is duly completed in the Company. Therefore to fill the vacancy so caused Ms. Rajni is appointed as the Chairperson and Mrs. Rolita Gupta as a member of the Committee.

The present Audit Committee of the board comprises of three members with independent directors forming a majority, namely, Ms. Rajni, Non-Executive Independent Director is the Chairman of the Committee and Mr. Omprakash Ramashankar Pathak, Non-Executive - Non Independent and Mrs. Rolita Gupta, Non-Executive Independent Director are members of the committee.

All the recommendations made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report.

POLICIES & DISCLOSURES

The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Company’s Website at the link: http://www.panindiacorp.com/WhistleBlowerPolicy.pdf.

REMUNERATION AND NOMINATION POLICY

The nomination and remuneration committee has recommended to the Board:

a) A policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The details of this policy are attached as Annexure B in this report and

b) Further, Policy for selection criteria of Directors and Senior Management and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure C to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board. However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corporate Social Responsibility Policy for the company as per the requirement of the Companies Act, 2013.

BOARD EVALUATION

SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole and that of its committee was conducted based on the criteria and framework adopted by the Board. Board has engaged Nomination and Remuneration Committee for carrying out the evaluation and their finding were shared with the board that had discussed and analyze its performance during the year. The Board approved the evaluation results as collated by the nomination and remuneration committee.

The exclusive meeting of Independent Directors was held to evaluate the performance of the Board, non-independent Directors & the Chairman.

The performance evaluation of committee’s and board as a whole was done on the basis of questionnaire which was circulated among the board members and committee members and on receiving the inputs from them, their performance was assessed.

Lastly, performance evaluation of individual directors was done on the basis of self-evaluation forms which were circulated among the directors and on receiving the duly filled forms, their performance was assessed.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provisions of Regulation 43A of Listing Regulations, the Dividend Distribution Policy is given in “Annexure D”, forming part of this Report and is also available on the website of the Company at www.panindiacorp.com

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are put on the website of the Company at the link: http://www.panindiacorp.com/familirisation_policy.pdf

To familiarize the new inductees as independent director with the strategy, operations and functions of our Company, the executive directors make presentations to the inductee’s about the Company’s organization structure, finance, human resources, facilities and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website (http://www.panindiacorp.com/docs.html).

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Report of Corporate Governance forms an integral part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as Annexure E of the Director’s Report.

MANAGEMENTS’ DISCUSSION AND ANALYSIS REPORT

Managements’ Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming Annexure F of the Director’s Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the company, which draws the remuneration in excess of the limits set out in the said rules. Further, the details of top 10 employees in terms of Remuneration Drawn as per provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Disclosures pertaining to remuneration and other details of directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure G.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:

CONSERVATION OF ENERGY

i. ) Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing

activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii. ) Steps taken by the company for utilizing alternate sources of energy: Nil, as your company

does not carry any manufacturing activities

iii. ) The Capital investment on energy conservation equipments: Nil

TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2023-24, the details as per rule 8(3) of the companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)-

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil FOREIGN EXCHANGE EARNINGS AND OUTGO

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

DIRECTOR’S RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors confirmed the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

1) That in preparation of Annual Accounts for the year ended March 31^st, 2024; the applicable accounting standards have been followed and there are no material departures from the same;

2) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March 31^st, 2024 and of the Profit and Loss of the Company for the year ended on that date;

3) That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The directors have prepared the annual accounts on a going concern basis;

5) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING OF SECURITIES

The Company’s Equity Shares are listed on following stock exchanges: i. The Bombay Stock Exchange Limited

GENERAL

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or employees of the Company.

d) Issue of Employee Stock Option Scheme to employees of the company.

e) As there is no subsidiary and none holding company of your company, and Managing Director of the company does not receive any remuneration or commission from those companies.

f) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company’s operations in future.

g) Purchase of or subscription for shares in the company by the employees of the company.

Your Directors further state that: -

a) The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

c) During the year under review, there were no applications made or any proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016

d) During the year under review there has been no one time settlement of loans taken from the Banks or Financial Institutions.

INDUSTRIAL AND HUMAN RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

By Order of the Board of Directors For Pan India Corporation Limited

Sd/- Sd/-

Vijay Pal Shukla Omprakash R. Pathak

(Managing Director) (Director)

DIN - 01379220 DIN - 01428320

Date: - 23.08.2024 Add: 4/18, Shashi buiding, Add: 503, 5^th Floor

Place:- New Delhi 02^nd Floor, Asaf Ali Road Trimurti Appt, Kores Road

New Delhi - 110002 J.K. Gram, Thane -400606

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present the 31st Annual Report on the business and operations of the Company together with the Audited Financial Statement for the year ended 31st March, 2015.

CORPORATE OVERVIEW:

Pan India Corporation Limited (Your Company) is engaged in the business to invest in, buy, sell, transfer, hypothecate, deal in and dispose of any shares, stocks, debentures (whether perpetual or redeemable debentures), debenture stock, securities, including securities of any government, Local Authority, bonds and certificates and properties (whether Immovable or movable).

FINANCIAL PERFORMANCE SUMMARISED FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Particulars Current Year Ended Previous Year Ended 31st March 2015 31st March 2014

Income from Operations 32,01,759 7,88,217.00

Other Income 1,92,538 80.00

Total Income 33,94,297 7,88,297.00

Total Expenditure 60,23,307 26,79,87,966.00

Profit/ (Loss) before (26,29,010) (26,71,99,669.00) tax

Less: Provision for (1,99,044) (1,98,546.00) Deferred Tax

Less: Prior period 2417229 Nil Adjustment of Tax

Net Profit/(Loss) after Tax (48,47,195) (26,70,01,123.00)



STATE OF COMPANY'S AFFAIRS

During the year, the sales of the company jumped to Rs. 32, 01,759 as compared to Rs. 7, 88,217 Lac in the previous year registering a growth in the business of the company.

However during the year, due to increase in other expenses, your company has suffered losses.

Nonetheless, your director's expect that the initiatives undertaken will result in improvement in financial results in the coming years.

Material Changes and Commitments after the date of close of Financial Year 2014 - 15

There is no material changes and commitment affecting the financial position of company after the close of financial year 2014-2015 till the date of report. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES, AND THEIR FINANCIAL POSITION

There is no subsidiary and joint venture of the company and further there are no companies, which have become or ceased to be the subsidiary and joint venture of the company during the year.

However, M/s Vizwise Commerce Private Limited and M/s Mitika Traders Private Limited are our associate companies as per section 2(6) of the Companies Act, 2013. The summary of the performance and financial position of these companies are given below:-

S.No. Name & Address of Company CIN

1. Vizwise Commerce Private Limited 1111, 11lh Floor, New Delhi House, 27, U32109DL1995PTC066325 Barakhamba Road, New Delhi-110001

2. Mitika Traders Private Limited 1111, 11lh Floor, New Delhi House, 27, U65990DL1992PTC192349 Barakhamba Road, New Delhi-110001

S.No. Holding/Subsidiary/Associate % of Shares held

1. Associate Company 40.70%

2. Associate Company 40%

DIVIDEND AND RESERVES

During the year under review, your Company does not recommend any dividend in the absence of profits. And also, your company has not made any transfer to Reserves during the financial year 2014 - 2015.

PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2015. .

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures.

The internal audit is entrusted to M/s R. Mahajan& Associates, a firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business practices. .

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvements to strengthen the same. The Board of Directors has framed a policy which ensures the orderly and efficient conduct of its business, safeguarding of its assets, to provide greater assurance regarding prevention and detection of frauds and accuracy and completeness of the accounting records of the company.

During the year no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.

RELATED PARTY TRANSACTIONS

All the contracts/arrangements/transactions with related party for the year under review were on Arm's Length basis and in the ordinary course of business. So, the provisions of Section 188 of Companies Act, 2013 are not applicable. Further disclosure in Form AOC-2 is as attached as Annexure A. Further, there are no material related party transactions during the year under review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company (http:// www.panindiacorp.com/RelatedPartyPolicy-v1.2pdf).

RISK MANAGEMENT

The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of all risks. In this regard the board has formulated a Risk Management policy, which defines the risk assessment and minimization procedures. As per view of board apart from liability which may arise for payment of statutory dues to government of India regarding increase in authorized capital, there is no other risk in operation of company, which may impact the existence of company.

AUDITORS AND AUDITOR'S REPORT STATUTORY AUDITORS

M/s J. Kumar & Associates, Chartered Accountants who are Statutory Auditors of the Company and hold office up to the forthcoming Annual General Meeting are recommended by the audit committee and Board of Director for re-appointment to audit the Accounts of the Company for the Financial Year 2015-16 at remuneration as may be decided by the Board of Directors on the recommendation of the audit committee.

The Company has received a certificate from the auditors to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013, and they are not disqualified for re-appointment, as per the provisions of section 141 of the Companies Act, 2013.

The auditor report and notes on accounts referred to in the Auditors Report are self explanatory and there are no adverse remarks or qualification in the Report except as stated below and general remarks are in the nature of facts.

Auditor remarks for financial statement ending 31.03.2015:

According to the information and explanation given to us, there are no undisputed amounts were outstanding for a period of more than six months from the date of becoming payable except:-

Name of the Statue Nature of Dues Amount Period to which amount relates

Companies Act, R.O.C fees for Amount FY. 2009-2010 1956 increase in unascertained Authorized Capital

Our reply to auditor remarks:

Your Board has acknowledge that the statutory fees is required to be paid to Registrar of companies (ROC), Ministry of Corporate Affairs for increase in authorized share capital of the company in past. However the amount to be paid to ROC is yet to be ascertained due to changes in law from time to time.

ROC has already filed prosecution before Court for non compliance of Section 97 of the Companies Act 1956 and company has also filed reply before the court stating its intent to pay fees on increase in authorized capital, such matter is now sub-judice before the court and company is awaiting the directions of court regarding ascertainment of fees to be paid to ROC, Delhi.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the board has appointed M/s Pritika Nagi & Associates, Company Secretary in Practice to conduct the Secretarial Audit of the Company for the financial year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is attached herewith as part of the Annual Report as Annexure B which forms an integral part of this report.

The Secretarial Audit report does not contain any qualification, reserva- tion or adverse remark.

FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

* Retirement by Rotation

In accordance with the provisions of Section 152 of The Companies Act, 2013 and as per the contract between Mr. Ankit Rathi, Managing Director and Company, he is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re- appointment.

* Appointment & Re-appointment of Directors & KMP

During the year under review, the members approved the appointments of Mr. Harish Kumar Chauhan and Ms. Preeti Sharma as Non Executive Independent Directors of the Company who are not liable to retire by rotation.

The members also approved the appointment of Mr. Omprakash Ramashankar Pathak as Non Executive Director of the company, who was appointed as an additional director of the company by the board of directors on 3rd October, 2013.

The members also re-appointed Mr. Ankit Rathi as Managing director of the company for a period of 3 years with effect from 14lhSeptember, 2014 and fixed the terms and conditions of such appointment including remuneration.

Further, Mr. Suresh Pratap Singh has been appointed as Chief Financial Officer of the Company by the board of directors in their duly convened Board Meeting held on 27th November, 2014.

All Independent Directors has given declarations to the company confirming that they meet the criteria of independence as laid down under Section 149 (6) of The Companies Act, 2013and Clause 49 of the Listing Agreement.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT- 9, as required under Section 92 of Companies Act, 2013 are included in this report as Annexure C and forms an integral part of this report. NUMBER OF MEETINGS OF THE BOARD The Board duly met at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice along with Agenda of each Board Meeting was given in writing to each Director.

In the Financial Year 2014-15, the Board met nine (9) times. The meetings were held on 26/05/2014, 27/05/2014, 11/08/2014, 06/09/2014, 30/09/ 2014, 14/11/2014, 27/11/2014, 13/02/2015, and 25/03/2015. The interval between two meetings was well within the maximum period mentioned under Section 173 of Companies Act, 2013 and Clause 49 of the Listing Agreement

AUDIT COMMITTEE

The present Audit Committee of the board comprises of three members with independent directors forming a majority, namely, Mr. Harish Kumar Chauhan, Non Executive Independent Director is the Chairman of the Committee and Mr. Ankit Rathi, Promoter Executive Director and Ms. Preeti Sharma, Non Executive Independent Director are members of the committee.

All the recommendations made by the Audit Committee were accepted by the board.

Further, the Roles and Responsibility and other related matters of Audit Committee forms an integral part of Corporate Governance Report as part of annual report.

Nomination & Remuneration Committee

The present Nomination and Remuneration committee of the board comprises of three members, namely, Mr. Harish Kumar Chauhan, Non Executive Independent Director, Chairman of the Committee and Mr. Vijay Pal Shukla, Non Executive Director and Ms. Preeti Sharma, Non Executive Independent Director are members of the committee. All the recommendations made by the Nomination and Remuneration committee were accepted by the board.

Further, the terms of reference and other related matters of Nomination and Remuneration committee forms an integral part of Corporate Gover- nance Report as part of annual report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the board comprises of two members, namely, Mr. Vijay Pal Shukla Non-Executive Director, Chairman of the committee. The other member of Stakeholders Rela- tionship Committee includes Mr. Ankit Rathi, Managing director of com- pany Further, the role and responsibility and other related matters of Stake- holders Relationship Committee forms an integral part of Corporate Governance Report as part of annual report.

POLICIES &DISCLOSURES VIGIL MECHANISM

The Vigil Mechanism/Whistle blower Policy of the company provides that protected disclosures can be made by a whistle blower through an email to the Chairman of the audit committee. The Whistle Blower Policy can be accessed on the Company's Website at the link: http:// www.panindiacorp.com/WhistleBlowerPolicy.pdf.

REMUNERATION AND NOMINATION POLICY

The nomination and remuneration committee has recommended to the Board:

a) A policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. .The details of this policy are attached as Annexure D in this report and

b) Further, Policy for selection criteria of Directors and Senior Manage- ment and Criteria for determining qualifications, positive attributes and director independence is also attached as Annexure E to this Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and rules made there under, every company having net worth of Rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year shall consti- tute a Corporate Social Responsibility Committee of the Board. However, it is not applicable in case of your Company. Hence there is no need to form Corporate Social Responsibility Committee and Corpo- rate Social Responsibility Policy for the company as per the require- ment of the Companies Act, 2013.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the perfor- mance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evalua- tion of all the directors and the Board as a whole and that of its committee was conducted based on the criteria and framework adopted by the Board. Board has engaged Nomination and Remuneration Committee for carrying out the evaluation and their finding were shared with the board that had discussed and analyze its performance during the year. The Board approved the evaluation results as collated by the nomina- tion and remuneration committee.

FAMILIARIZATION PROGRAMME AND TRAINING OF INDEPENDENT DIRECTORS

The details of programmes for familiarization of Independent Directors with the company, their roles and responsibilities in the company, business model of the company and other related matter are put on the website of the Company at the link: http://www.panindiacorp.com/ familirisation_policy.pdf

To familiarize the new inductees as independent director with the strat- egy, operations and functions of our Company, the executive directors make presentations to the inductees about the Company's organization structure, finance, human resources, facilities and risk management. Further, at the time of appointment of an independent director, the Com- pany issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a director. The Formal format of the letter of appointment is available on our website (http://www.panindiacorp.com/ docs.html).

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate section on Report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regard- ing compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached as Annexure F of the Director's Report.

MANAGEMENTS' DISCUSSION AND ANALYSIS REPORT Managements' Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming Annexure G of the Director's Report.

Particulars of Employees and related disclosures In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there is no employee in the com- pany, which draws the remuneration in excess of the limits set out in the said rules.

Disclosures pertaining to remuneration and other details of directors & KMP as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Person- nel) Rules, 2014 are enclosed as Annexure H.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARN- INGS AND OUTGO

Particulars relating to energy conservation, technology absorption, for- eign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder: Conservation of Energy

i.) Steps taken or impact on conservation of energy: Energy conser- vation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.

ii) Steps taken by the company for utilizing alternate sources of en- ergy: Nil, as your company does not carry any manufacturing activities

iii) The Capital investment on energy conservation equipments: Nil Technology Absorption, Adaption & Innovation and Research & Development

No research & development or technical absorption or adaption & inno- vation taken place in the company during the Financial Year 2014 - 2015, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

i) Efforts made towards technology absorption: - Nil

ii) Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year)-

a) Details of technology imported: Nil

b) Year of Import: Nil

c) Whether the technology been fully absorbed: Nil

d) Areas where absorption has not taken place and the reasons there of: Nil

iv) Expenditure incurred on Research and Development: Nil Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil DIRECTORS' RESPONSIBILITY STATEMENT To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors confirmed the follow- ing statement in terms of Section 134(3) (c) of the Companies Act, 2013:

1) That in preparation of Annual Accounts for the year ended March, 31st, 2015; the applicable accounting standards have been fol- lowed and there are no material departures from the same,;

2) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company as at March, 31st, 2015 and of the profit and loss of the Company for the year ended on that date;

3) That the Directors have taken proper & sufficient care for the main- tenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) The directors have prepared the annual accounts on a going con- cern basis;

5) That the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

6) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING OF SECURITIES

The Company's Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. National Stock Exchange of India Limited

iii. The Bombay Stock Exchange Limited

iv. Madras Stock Exchange Limited

v. The Stock Exchange, Ahmedabad

vi. The Calcutta Stock Exchange Association Limited

Securities and Exchange Board of India (SEBI) vide their circular dated 14thMay, 2015 derecognized Madras Stock Exchange. Delhi Stock Exchange has also been derecognized w.e.f. 19thNovember, 2014 vide SEBI order.

GENERAL

Your Director states that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:-

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to directors or em- ployees of the Company

d) Issue of Employee Stock Option Scheme to employees of the com- pany

e) As there is no subsidiary or holding company of your company, so Managing Director of the company does not receive any remunera- tion or commission from any of such companies

e) No significant or material orders were passed by the regulators or courts or tribunals, which impact the going concern status and Company's operations in future.

f) Purchase of or subscription for shares in the company by the employees of the company.

g) There is no subsidiary of company, so no policy on material subsid- iary is required to be adopted.

Your Directors further state that:-

a) The Company has zero tolerance for sexual harassment and during the year under review, there were no complaint received and no cases filed pursuant to the Sexual Harassment of Women at Work- place (Prevention, Prohibition and Redressal) Act, 2013.

b) And there is no change in the nature of business of company during the year.

INDUSTRIAL AND HUMAN RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

ByOrder of the Board of Directors For Pan India Corporation Limited

Sd- Sd-

Date: 27.08.2015 VijayPal Shukla AnkitRathi Place: New Delhi Director Managing Director DIN No.-01379220 DIN No. -01379134

---

Mar 31, 2014

Dear members,

The Directors have immense pleasure in presenting the 30th Annual Report on the business and operations of the Company together with the Audited Financial Statement of Accounts for the year ended 31st March, 2014.

SUMMARISED FINANCIAL HIGHLIGHTS

(Amount in Rs.) Particulars Current Year Previous Year Year Ended Year Ended 31st March, 14 31st March 13

Income from Operations 7,88,217.00 3,913,369.66

Other Income 80.00 632,622.00

Total Income 7,88,297.00 4,545,991.66

Total Expenditure 26,79,87,966.00 5,597,173.51

Profit/ (Loss) before tax (26,71,99,669.00) (1,051,181.85)

Less: Provision for Deferred Tax (1,98,546.00) (228,606.00)

Net Profit/(Loss) after Tax (26,70,01,123.00) (822,575.85)

REVIEW OF OPERATIONS

During the year, your Company has the turnover of Rs. 788217 against Rs. 3913369.66 Lac for the previous year. Your directors expect that the initiatives undertaken will result in improvement in financial results in the coming years.

TRANSFER TO RESERVES

Your Company has not made any transfer to Reserves during the financial year 2013 - 2014

DIVIDEND

For the year under review, your Company does not recommend any dividend in the absence of profits.

DIRECTORS Retirement by Rotation

Mr. Vijay Pal Shukla retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. Cessation of Directors

Mr. Kapil Kumar ceased to be director of the Company w,e.f. October 3rd, 2013.

Mr. Ashok Agarwal, ceased to be a director of the Company due to his death on 22nd July, 2013.

Appointment of Directors

The Board of Directors after recommendation of Nomination and Remuneration Committee of your Company recommends the appointment of Mr. Harish Kumar Chauhan as an Independent Director for a term of five consecutive years i.e. from conclusion of this Annual General Meeting upto 31st March, 2019

The Board of Directors after recommendation of Nomination and Remuneration Committee of your Company recommends the appointment of Ms. Preeti Sharma as an Independent Director for a term of five consecutive years i.e. from conclusion of this Annual General Meeting upto 31st March, 2019

The Board of Directors after recommendation of Nomination and Remuneration Committee of your Company recommends the appointment of Mr. Omprakash Ramashankar Pathak as a Non-Executive Director of the Company.

The Board of Directors after recommendation of Nomination and Remuneration Committee of your Company recommends the re-appointment of Mr. Ankit Rathi as Managing Director of the company for a period of three years with effect from 14th September, 2014 to 13th September, 2017

Material Changes and Commitments after the date of close of financial year 2013 - 14

There is no material changes and commitment affecting the financial position of company after the close of financial year 2013-2014 till the date of report.

AUDITORS

M/s J. Kumar & Associates, Chartered Accountants as Statutory Auditors of the Company has consented to act as auditor of the company from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting, at a remuneration as may be decided by the Board of Directors.

The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 139 of the Companies Act, 2013, and they are not disqualified for such an appointment, under the provisions of the Companies Act, 2013. Accordingly, M/s. J. KUMAR & ASSOCIATES, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Audit Committee and your Board recommend their reappointment as Statutory Auditors of the Company.

AUDITORS'' REPORT

The notes on accounts referred to in the Auditors Report are self explanatory and there are no adverse remarks or qualification in the Report and therefore, do not need any further comment.

LISTING OF SECURITIES

The Company''s Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. National Stock Exchange of India Limited

iii. The Bombay Stock Exchange Limited

iv. Madras Stock Exchange Limited

v. The Stock Exchange, Ahmedabad

vi. The Calcutta Stock Exchange Association Limited

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, no employee of the Company is in receipt of remuneration in excess of the limits prescribed there under.

DEPOSITS FROM PUBLIC

During the year, Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended up to date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 217(1)(e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given hereunder:

Energy Conservation

There is no manufacturing activity carried on in the company. The company has done its best efforts to save electricity & energy.

Technology Absorption, Adaption & Innovation and Research & Development

No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2013 - 2014. Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the annual accounts for the period ended 31.03.2014 ; the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The directors had selected such accounting policies and applied them consistently and made judgments & estimates that were reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the Loss of the company for the financial year under review;

3) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

4) The Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate section on Report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, form part of the Annual Report.

The requisite certificate from the Company Secretary in Practice regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached as Annexure B of the Director''s Report.

Managements'' Discussion and Analysis Report

Managements'' Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming Annexure A of the Director''s Report.

INDUSTRIAL RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

By Order of the Board of Directors For Pan India Corporation Limited

Sd/- Sd/- Date:06.09.2014 Vijaypal Shukla Ankit Rathi Place: New Delhi Director Managing Director DIN No.-01379220 DIN No. -01379134

---

Mar 31, 2013

TO THE MEMBERS

The Directors have immense pleasure in presenting the 29th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS

(Amount in Rs.) Current Year Previous Year Particulars Year Ended Year Ended 31st March 2013 31st March 2012

Income from Operations 3,913,369.66 6,137,284.36

Other Income 632,622.00 355,114.00

Total Income 4,545,991.66 6,492,398.36

Total Expenditure 5,597,173.51 8,014,845.69

Profit/ (Loss) before tax (1,051,181.85) (1,522,447.33)

Less: Provision for Deferred Tax (228,606.00) (140,181.00)

Net Profit/(Loss) after Tax (822,575.85) (1,382,266.33)

REVIEW OF OPERATIONS

During the year, your Company has the turnover of Rs. 39.13 Lac against 61.37 Lac for the previous year. Your directors expect that the initiatives undertaken will result in improvement in financial results in the coming years.

DIVIDEND

For the year under review, your Company does not recommend any dividend in the absence of profits.

DIRECTORS

- Retirement by Rotation

Mr. Vijay Pal Shukla retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

- Cessation of Directors

Mr. Ram Kumar Yadav ceased to be the Director of the Company w.e.f. 16.03.2013.

Mr. Ashok Agarwal ceased to be the Director of the Company due to his death w.e.f. 22.07.2013.

AUDITORS

M/s. J. KUMAR & ASSOCIATES, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re - appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956, and they are not disqualified for such an appointment, within the meaning of Sub- section (3) and (4) of Section 226 of the Companies Act, 1956. Accordingly, M/s. J. KUMAR & ASSOCIATES, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Audit Committee and your Board recommend their reappointment as Statutory Auditors of the Company.

AUDITORS'' REPORT

The Auditors Report is self explanatory and there are no adverse remarks or qualification in the Report.

LISTING OF SECURITIES

The Company''s Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. National Stock Exchange of India Limited

iii. The Bombay Stock Exchange Limited

iv. Madras Stock Exchange Limited

v. The Stock Exchange, Ahmedabad

vi. The Calcutta Stock Exchange Association Limited

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, no employee of the Company is in receipt of remuneration in excess of the limits prescribed there under.

DEPOSITS FROM PUBLIC

During the year, Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 as amended up to date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation

There is no manufacturing activity carried on in the company. The company has done its best efforts to save electricity & energy.

Technology Absorption and Research & Development

No research & development or technical absorption in the company during the Financial Year 2012-2013.

Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the annual accounts for the period ended 31.03.2013; the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The directors had selected such accounting policies and applied them consistently and made judgments & estimates that were reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the Loss of the company for the financial year under review;

3) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

4) The Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report. Management discussion and analysis and Auditor''s Certificate on compliance of conditions of corporate governance under clause 49 of the listing agreement form part of Director''s Report.

INDUSTRIAL RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

By Order of the Board of Directors

Sd/- Sd/-

Dated: 30.08.2013 Kapil Kumar Ankit Rathi

Place: New Delhi Director Managing Director

DIN No. - 00190208 DIN No. - 01379134

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Mar 31, 2012

TO THE MEMBERS

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. In Lac)

Particulars Year Ended Year Ended 31st March 2012 31st March 2011

Income from Operations 61.37 185.89

Other Income 3.55 18.49

Total Income 64.92 204.38

Total Expenditure 72.59 197.78

Profit/(Loss) before depreciation & interest (7.67) 6.61

Depreciation 7.56 9.07

Interest 0.17 0.18

Profit/ (Loss) before tax (15.4) (2.64)

Provision for Deferred Tax Liability written back (1.40) 0.38

Net Profit/(Loss) after Tax (13.82) (3.02)

Paid up Equity Share Capital 21425.65 21425.65

Reserves Excluding revaluation 7000.00 7000.00 (including prior period adjustments)

REVIEW OF OPERATIONS

Turing the year under review, your Company has the turnover of Rs. 61.37 Lac, the performance of till Company is expected to be better in the coming years.

DIVIDEND

As the Company has suffered losses during the year, the Board of Directors do not recommend any dividend for the financial year ended on 31st March 2012.

DIRECTORS

Mr. Ashok agarwal, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reappointment.

AUDITORS

M/s. J.KUMAR & ASSOCIATES, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re - appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956, and they are not disqualified for such an appointment, within the meaning of Sub- section (3) and (4) of Section 226 of the Companies Act, 1956. Accordingly, M/s. J.KUMAR & ASSOCIATES, Chartered Accountants, aiv required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Audit Committee and your Board recommend their reappointment as statutory Auditors of the Company.

AUDITORS' REPORT

There is no adverse qualification in the Auditor's Report which need So be clarified.

LISTING OF SECURITIES

The Company's Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. National Stock Exchange of India Limited

iii. The Bombay Stock Exchange Limited

iv. Madras Stock Exchange Limited

v. The Stock Exchange, Ahmedabad

vi. The Calcutta Stock Exchange Association Limited

Listing Fees except NSE & BSE is yet to be paid.

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (particulars of Employees) Rules, 1975 as amended, no employee of the Company is in receipt of remuneration in excess of the limits prescribed there under.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules. 1975 as amended up to date.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND RESEARCH & DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Energy Conservation:-

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development are not applicable to your Company.

Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

In the preparation of the annual accounts for the period ended 31.03.2012, the applicable Accounting Standards have been followed alongwith proper explanation relating to material depars'res;

The directors had selected such accounting policies and applied them consistently and made judgments & estimates that were reasonable & prudent so as to give a true and fair view of the slate of affairs of the Company at the end of the year and of the Loss of the company for the financial year under review;

The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

The Annual Accounts for the year ended 3 lsl March, 2012 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report.

INDUSTRIAL RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.

For and on behalf of the Board

Pan India Corporation Limited

Sd/- Sd/-

Dated: 03.09.2012 Ankit Rathi Vijay Pal Shukla

Place: New Delhi Managing Director Director

---

Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS

(Rs. In Lac)

Particulars Year Ended Year Ended

31st March 31st March 2010 2009

Income from Operations 1052.19 255.16

Other Income 8.73 1.81

Total Income 1060.92 256.97

Total Expenditure 1100.67 326.89

Profit/(Loss) before depreciation & interest (39.75) (69.92)

Depreciation 13.35 13.35

Profit/ (Loss) before tax (53.10) (83.27)

Provision for Deferred Tax Liability written back 2.86 3.29

Net Profit/(Loss) after Tax (50.24) (79.98)

Paid up Equity Share Capital 21425.65 21425.65

Reserves Excluding revaluation reserve 7000.00 7000.00 (including prior period adjustments)



REVIEW OF OPERATIONS

During the year, your Company has achieved the turnover of Rs. 1052.19 Lac against Rs. 255.15 lac attained in the last year.

DIVIDEND

As the Company has suffered losses during the year, the Board of Directors do not recommend any dividend for the financial year ended on 31st March 2010.

DIRECTORS

Mr. Vijay Pal Shukla retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

Mr. Prabhat Kumar Singh & Ranjit Gayan ceased to be the Directors of the Company w.e.f. 02.01.2010.

AUDITORS

M/s. J.KUMAR & ASSOCIATES, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and are eligible for re - appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed u/s 224(1B) of the Companies Act, 1956, and they are not disqualified for such an appointment, within the meaning of Sub- section (3) and (4) of Section 226 of the Companies Act, 1956. Accordingly, M/s. J.KUMAR & ASSOCIATES, Chartered Accountants, are required to be reappointed as Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Audit Committee and your Board recommend their reappointment as statutory auditors of the Company.

AUDITORS REPORT

There is no adverse qualification in the Auditors Report

LISTING OF SECURITIES

The Companys Equity Shares are listed on following stock exchanges:

i. The Delhi Stock Exchange Limited

ii. National Stock Exchange of India Limited

iii. The Bombay Stock Exchange Limited

iv. Madras Stock Exchange Limited

v. The Stock Exchange, Ahmedabad

vi. The Calcutta Stock Exchange Association Limited

PARTICULARS OF EMPLOYEES PURSUANT TO THE PROVISIONS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (particulars of Employees) Rules, 1975 as amended, no employee of the Company is in receipt of remuneration in excess of the limits prescribed there under.

DEPOSITS FROM PUBLIC

During the year under review, the Company has not accepted any public deposit within the meaning of Section 58A of the Companies Act, 1956 reau with the Companies (Acceptance of Deposits) Rules, 1975 as amended up to date.

Energy Conservation, Technology Absorption and Research & Development and Foreign Exchange Earnings and Outgo Energy Conservation;-

The particulars in respect of Energy Conservation are not applicable to your Company in terms of Section 217(1) (e) read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Technology Absorption and Research & Development

As required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars relating to Technology Absorption and Research and Development are not applicable to your Company.

Foreign Exchange Earnings and Outgo

As your Company does not deal in Foreign Exchange, therefore the particulars relating to Foreign Exchange Earnings and Outgo are not applicable to your Company.

DIRECTORS RESPONSIBILITY REPORT

Pursuant to the requirement under Section 217(2AA) of the Companies Act 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

D m the preparation of die annual accounts for the period ended 31.03.2010, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures;

D The directors had selected such accounting policies and applied them consistently and made judgments & estimates that were reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year and of the Loss of the company for the financial year under review;

D The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 1956 for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

D The Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Your Company has implemented all the stipulations of the Corporate Governance Practices set out by the Securities and Exchange Board of India and as provided in Clause 49 of the Listing Agreement entered into with the Stock Exchanges. A separate section on

Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, form part of the Annual Report.

INDUSTRIAL RELATIONS

Since the Company is not into any kind of manufacturing activity, there is no matter to discuss about industrial relations and the Company is maintaining cordial relations with its staff members.

SUBSIDIARY COMPANIES

Following non listed non material companies are the wholly owned subsidiaries of the Company:

a) Neat Developers Limited

b) Aggarwal Fincap Private Limited

Following non-listed material Company is the wholly owned subsidiary of the Company and the compliance status is as under:

a) Shalani Dhoop Private Limited

As per Section 212 of the Companies Act, 1956, the statement of accounts of the above said subsidiary companies are attached with the balance sheet of the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation for the shareholders, bankers and other business associates for their forbearance, understanding and support to the Company. They also wish to place on record their great appreciation of the commitment, sense of involvement and dedication exhibited by each staff member in the overall development, growth and prosperity of the company.



For and on behalf of the Board

Pan India Corporation Limited

Sd/-

Dated: 30.08.2010

(AnkitRathi)

Place: New Delhi (Chairman)