Directors Report of Panafic Industrials Ltd.

Mar 31, 2024

The Directors of your company take pleasure in presenting the 39^th Annual Report
on the business and operations of the Company for the financial year ended 31^st
March, 2024.

FINANCIAL RESULTS

The Company’s financial performance for the year ended 31^st March, 2024 is
summarized below:

linRs.l

Particulars	For the Year Ended
	31st March, 2024	31st March, 2023
Total Revenue	67,89,258	71,75,815
Total Expenses	64,92,161	54,65,252
Depreciation/Provisions	66,376	1,01,692
Profit/(Loss) Before Tax	2,97,097	17,10,563
Exceptional and extraordinary items	0	0
Provision for Taxation	81,766	6,43,375
Profit/(Loss) After Tax	2,15,330	10,67,188
Paid up Equity Capital	82,125,000	82,125,000

PERFORMANCE OF THE COMPANY

During the year under review, Company has earned revenue from operations of Rs.
67,89,258/- in comparison to last year revenue of Rs. 71,75,815/-. This year
Company has earned a Profit after tax of Rs. 2,15,330 in comparison to last year
Profit of Rs. 10,67,188/- showing downward trend.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business of the Company during the
financial year ended 31^st March, 2024.

DIVIDEND

With a view to plough back the profits of the company, the Board of Directors of the
Company did not recommend any dividend for the Financial Year ended 31^st March,
2024.

TRANSFER TO RESERVE

The Company transferred an amount of Rs.1,61,498/-to the General Reserve for the
Financial Year ended 31^stMarch, 2024.

DEPOSITS

—

During the year under review, your Company has not invited or accepted any
deposits. There are no unpaid or unclaimed deposits as on the date with the
Company.

CAPITAL STRUCTURE & CHANGES THEREIN

There is no change in the Authorized and Paid-up Share Capital of the company
during the financial year ended 31st March, 2024.

The present Authorized Share Capital of the Company is Rs. 10,00,00,000/- (Rupees
Ten Crore only) divided into 100000000 (Ten Crore) Equity Shares of Rupee 1/-
(Rupee One Only) each.

The present Paid up Share Capital and Subscribed Capital of the Company is Rs.
8,21,25,000 /- (Rupees Eight Crore Twenty One Lakh Twenty Five Thousand Only)
divided into 82125000 (Eight Crore Twenty One Lakh Twenty Five Thousand Only )
Equity Shares of INR 1/- ( Rupee One Only) each.

During the year under review the Company has neither issued shares with
differential voting rights, sweat equity shares nor granted stock options or otherwise.

MATERIAL CHANGES AND COMMITMENTS - IF ANY, AFFECTING FINANCIAL
POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL
THE DATE OF THIS REPORT:

There has been no material change and commitment, affecting the financial
performance of the Company which occurred between the end of the financial year of
the Company to which the financial statements relate and the date of this Report,
except one i.e. the Board of Directors cconsidered and approved, the terms and
conditions and other related matters in connection with the proposed fund-raising
options by way of rights issue in view of the capital requirement of the company in
the board meeting held on 29^th July, 2024.

HOLDING COMPANIES, SUBSIDIARY COMPANIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

1. Names of Companies which have become its Subsidiaries, joint ventures or
associate companies during the year: N.A.

2. Names of Companies which have ceased to be its Subsidiaries, joint ventures
or associate companies during the year: N.A.

Since the Company does not have any Subsidiaries, Associates or Joint Venture
Companies, the disclosure of particulars with respect to information related to
performance and financial position of the Subsidiaries, Joint Ventures or Associate
Companies subject to Rule 8(1) of Companies (Accounts) Rules, 2014 is not
applicable on the Company.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, the Annual Return of the
Company as per MCA Notification dated 25^th August, 2020 is available on the
website of the Company i.e. www.panaficindustrialsltd.in

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance of all the
secretarial standards that have been notified and made effective till the date of this
report, till the extent applicable on this Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Board of Directors

None of the Directors of the Company are disqualified under the provision of Section
164 and 165 of the Companies Act, 2013 as applicable on the date of this Board
Report.

During the period under review, following KMP’s got appointed & resigned:

1. Mr. Mohit Kaushik resigned from the position of the Company Secretary w.e.f.
20^th June, 2023.

2. Ms. Reena Bhaskar was appointed as the Company Secretary w.e.f. 1^st
November, 2023.

3. Ms. Reena Bhaskar resigned from the position of the Company Secretary w.e.f.
15^th February, 2024

As on 31^st March, 2024, the Board consisted of the following Directors/KMP:

S. No.	Name of the Director	DIN/PAN	Designation	Date of Appointment
1.	Ms. Sarita Gupta	00113099	Executive Managing Director	17/07/2014
2.	Ms. Renu	03572788	Non-Executive Director	30/09/2014
3.	Mr. Sanjeev Kumar	06625416	Non-Executive Independent Director	09/07/2013
4.	Mr. Shri Kishan Gupta	08430379	Non-Executive Independent Director	24/04/2019
5.	Ms. Sarita Gupta	AAIPG1432A	Chief Financial Officer	06/09/2014

However, the Board by way of passing resolutions at various occasions, has
accepted, approved and taken note of following significant changes in the Board
Composition and KMP during the current financial year.

1. Mr. Basuvaiah Duraiswamy was appointed as an Additional Director-Non¬
Executive and Independent on the Board of Company w.e.f. 29^th July, 2024.

2. Mr. R. S. Chandan was appointed as an Additional Director-Non-Executive
and Independent on the Board of Company w.e.f. 29^th July, 2024.

3. Ms. Sarita Gupta, stepped down from the position of Managing Director,
resulting into change of designation from Managing Director to Director w.e.f.
1^st August, 2024.

4. Ms. Sarita Gupta resigned from the position of Chief Financial Officer w.e.f. 1^st
August, 2024.

5. Ms. Aarushi Gupta was appointed as a Chief Financial Officer of the Company
w.e.f. 1^st August, 2024.

6. Mr. Sanjeev Kumar & Mr. Shri Kishan Gupta resigned from the position of
Independent Director w.e.f. 1^st August, 2024.

B. As on date of this report, the Board consists of following Directors/KMP :

S. No.	Name of the Director	DIN	Designation	Date of Appointment
1.	Ms. Sarita Gupta	00113099	Executive Director	01/08/2024
2.	Ms. Renu	03572788	Non-Executive Director	30/09/2014
3.	Mr. Basuvaiah Duraiswamy	09258691	Non-Executive Independent Director	29/07/2024
4.	Mr. R. S. Chandan	08849851	Non-Executive Independent Director	29/07/2024
5.	Ms. Aarushi Gupta	BKAPG58 87L	Chief Financial Officer	01/08/2024

C. Re-appointment of Directors liable to Retire by Rotation-

In accordance with the provisions of Section 152 of the Act and Articles of
Association of the Company and relevant provisions of the Companies Act, 2013,
Ms. Renu (DIN: 03572788) is liable to retire by rotation at the ensuing Annual

General Meeting and being eligible, offer herself for reappointment. The Board
recommends her re-appointment as Director.

DECLARATION BY INDEPENDENT DIRECTORS

As on the date of signing of this report, the Company has 02 (Two) Independent
Directors namely Mr. Basuvaiah Duraiswamy (DIN: 09258691) & Mr. R. S.
Chandan (DIN: 08849851). They are professionally qualified and possess
appropriate balance of skills, expertise and knowledge and are qualified for
appointment as an Independent Director.

The Company has received declaration from the Independent Directors, as stipulated
under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013.

BOARD AND COMMITTEE MEETINGS

.NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR 2023-24

Proper Notices along with Agenda and notes to agenda of the Board Meetings were
circulated well in advance to the respective Directors and the proceedings of the said
meetings were also properly recorded. During the year under review, 6 (Six) Board
Meetings were convened and held.

The intervening gap between the said meetings was within the time period
prescribed under the Companies Act, 2013 i.e., the maximum interval between the
two Board Meetings did not exceed 120 days.

Regular meetings of the Board are held at least once in a quarter, inter-alia, to
review the quarterly results of the Company. Additional Board Meetings are
convened, as and when required, to discuss and decide on various business policies,
strategies and other businesses.

COMMITTEE MEETINGS

A) Audit Committee

The Company has formed audit committee in line with the provisions of Section 177
of the Companies Act, 2013 and Regulation 18 of the Listing Regulations. Audit
Committee Meeting is generally held once in a quarter for the purpose of
recommending the quarterly/half yearly/yearly financial results and the gap
between two meetings did not exceed 120 days. Audit Committee met 4 times, viz,
30^th May, 2023, 14^th August, 2023, 14^th November, 2023 & 13^th February,
2024.

The composition of the Committee and the details of meetings attended by its
members are given below:-

S. No.	Name of the Director	Designation	Number of Meetings held during the Financial Year 2023-24
			Held	Attended
1.	Mr. Sanjeev Kumar	Chairman	4	4
2.	Mr. Shri Kishan Gupta	Member	4	4
3.	Ms. Sarita Gupta	Member	4	4

B) Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration Committee in line with the
provisions Section 178 of the Companies Act, 2013 and Regulation 19 of Listing
Regulations. Nomination and Remuneration Committee Meetings are generally held
for identifying the person qualified to become Director or to be appointed to the
position of senior management and recommending their appointment and removal.
During the year under review, committee met once i.e. 14^th November, 2024.

The composition of the Committee and the details of meetings attended by its
members are given below:-

S.	Name of the	Designation	Number of Meetings held during the Financial Year
No.	Director		2023-24

			Held	Attended
1.	Mr. Sanjeev Kumar	Chairman	1	1
2.	Mr. Shri Kishan Gupta	Member	1	1
3.	Ms. Sarita Gupta	Member	1	? 1

C) Shareholder’s/ Investor Grievance Committee

The Company has constituted Stakeholder’s/Investor Grievance Committee mainly
to focus on the Redressal of Shareholders’/Investors’ Grievances, if any, like
Transfer/ Transmission/ Demat of Shares, Loss of Share Certificates, Non-receipt of
Annual Report, Dividend Warrants, etc. During the year under review, Stakeholder’s
Grievance & Relationship Committee met four times 30^th May, 2023, 14^th August,
2023, 14^th November, 2023 & 13^thFebruary 2024.

The composition of the Committee and the details of meetings attended by its
members are given below:-

S. No.	Name of the Director	Designation	Number of Meetings held during the Financial Year 2023-24
			Held	Attended
1.	Mr. Sanjeev Kumar	Chairman	4	4
2.	Ms. Sarita Gupta	Member ’	4	4
3.	Mr. Shri Kishan Gupta	Member	4	4

EXTRAORDINARY GENERAL MEETING (S)

No Extra Ordinary General Meeting was held during the year 2023-24.

COMPANY’S POLICY RELATING TO DIRECTORS’ AND KMP’S APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company''s policy relating to appointment of Directors and KMP, payment of
Managerial Remuneration, Directors’ qualification, positive attributes, independence
of directors and other related matters has been devised as per the provisions given
under Section 178(3) of Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS AND FAMILIARIZATION
PROGRAMME:

The Company has received necessary declarations from the Independent Directors
confirming that they meet the criteria of independence as prescribed under the Act
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the
Listing Regulations"). The Independent Directors are in compliance with the Code of
Conduct prescribed under Schedule IV of the Act.

The Company conducts a familiarization programme in which various amendments
in the Companies Act, 2013 and amendments in SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015 are discussed.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF DIRECTORS

A formal evaluation of the performance of the Board, it''s Committees and the
individual Directors was carried out for the year 2023-24. The evaluation was done
using individual questionnaires covering amongst others vision, strategy & role
clarity of the Board, Board dynamics & processes, contribution towards development
of the strategy, risk management, receipt of regular inputs and information,
functioning, performance & structure of Board Committees, ethics & values, skill
set, knowledge & expertise of Directors, leadership etc. As part of the evaluation
process the performance evaluation of all the Directors has been done by all the
other Directors (except himself & herself) and the Directors have also evaluated the
performance of the Board and its Committees as a whole. The Directors expressed
satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES
UNDER SECTION 186 OF THE COMPANIES ACT, 2013.

Pursuant to section 186 (11) of the Companies Act, 2013 (‘Act’), the provisions of
section 186(4) of the Act requiring disclosure in the financial statement of the full
particulars of the loans made and guarantees given or securities provided by a Non¬
Banking Financial Company in the ordinary course of its business and the purpose
for which the loan or guarantee or security is proposed to be utilized by the recipient
of the loan or guarantee or security are exempted from disclosure in the Annual
Report.

Disclosure of investment is also exempt for investment made, in respect of
investment or lending activities, by a non-banking financial company registered
under Chapter III-B of the Reserve Bank of India Act, 1934 and whose principal
business is acquisition of securities under section 186(11).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013.

Details of related party transactions that were entered into during the financial year,
if any, under the provisions of Section 188 of the Companies Act, 2013 are given in
the Financial Statements. There are no materially significant related party
transactions made by the company which may have potential conflict with the
interest of the Company at large and thus disclosures as required under Section
134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not
required in Form AOC- 2 as specified under the Companies Act, 2013.

All Related Party Transactions are placed before the Audit and Risk Management
Committee for approval as required under SEBI (Listing Obligations and Disclosures
Requirements) Regulations 2015. Prior omnibus approval of the Audit Committee is
obtained for the transactions which are of foreseen and repetitive nature. The
transactions entered into pursuant to such omnibus approval so granted are
audited and a statement giving details of all related party transactions is placed
before the Audit and Risk Management Committee on a quarterly basis.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has maintained a well-established internal control framework, which
is designed to continuously assess the adequacy, effectiveness and efficiency of
financial and operational controls. The Board is of the opinion that the Company

has sound Internal Financial Controls which commensurate with the size, scale and
complexity of its business operations.

The Audit Committee reviews at regular interval the Internal Financial Control and
Risk Management system and also the Statutory Auditors confirm that the
Company''s Internal Financial control is adequate. The report on the Internal
Financial Control issued by M/s. Sudhir Agarwal & Associates, Chartered
Accountants (formerly known as SRDP & Co.), Statutory Auditors of the Company in
compliance with the provisions under the Companies Act, 2013 is forming part as
Annexure B of the Auditor''s Report for the F.Y.2023-24.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the
Statutory Auditors to report to the Audit Committee and / or Board under Section
143(12) of the Act and the rules made thereunder.

AUDITORS
Statutory Auditors

M/s. Sudhir Agarwal & Associates (FRN:509930C) Chartered Accountants (formerly
known as SRDP & Co.), has consented to act as statutory auditors of the Company
for a period of 5 (Five) years from the conclusion of 37^thAGM till the conclusion of
the 42^ndAGM and given a certificate in accordance with Section 139, 141 and other
applicable provisions of the Act to the effect that their appointment, if made, shall be
in accordance with the conditions prescribed and that theyare eligible to hold office
as Statutory Auditors of the Company.

There is no qualification, reservation, or adverse remark made by the Statutory
Auditor in its report. The said report also forms a part of this Annual Report.

Secretarial Auditor

The Board has appointed M/s. JVP & Associates Company Secretaries LLP, to
conduct Secretarial Audit for the F.Y 2023-24. The Secretarial Audit Report for the
Financial Year ended 31^st March, 2024 is attached to this report as “Annexure A”.

EXPLANATION/COMMENTS ON QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY SECRETARIAL AUDITOR

The details of the qualifications made by the Secretarial Auditors of the Company in
their report together with the management’s explanation against the same is as
follows:

1. There were delayed submissions of LODR/SEBI compliance to the Bombay
Stock Exchange during the period under review, resulting into penalties imposed
by the exchange. However, the said penalties have been paid by the company.

Reply: Our Company is regular in complying with the filings to be done with
exchange pursuant to various applicable SEBI regulations. The delayed filings
during the period under review were inadvertent and unintentional. Also, the
lack of professional guidance and non-availability of Company Secretary has
led to such delayed filings.

2. The company did not inform the Bombay Stock Exchange about the Closure of
Trading Window for the quarter ended 30^th June, 2023 & 31^st December, 2023
under Clause 4 (2) of Schedule B rea.d with Regulation 9 of PIT Regulations.

Reply: The non-submission was entirely inadvertent. The company assures to
comply with the same in near future.

3. The certificates/compliance required to be submitted by the listed company
pursuant to the applicable SEBI regulations, were issued by a non-peer
reviewed auditor.

Reply: The Company was not aware of the requirement of obtaining certificates
under various SEBI Regulations by a listed company, from a Peer Reviewed
Professional/Firm. The moment it came to its knowledge, the company took
the corrective measures and appointed Peer Reviewed professional to issue
any such certificates/reports in near future. Hence, the non-compliance was
completely inadvertent.

4. The financials for the period under review are signed by the non-peer reviewed
auditor.

Reply: The Company has appointed M/s. Sudhir Agarwal & Associates (FRN:
509930C) Chartered Accountants (formerly known as SRDP & Co.), Peer
Reviewed chartered accountant firm as a statutory auditor of the Company
whose certificate got expired and was pending for renewal on the date of
signing of financials for the period under review. As on date of this report M/s.
Sudhir Agarwal & Associates (FRN: 509930C) Chartered Accountants (formerly
known as SRDP & Co.) holds a valid Peer Review Certificate dated 25-07-2024
with effective date of 02-07-2024 and valid up to 31-07-2027.

5. The Board Composition of the company was not properly constituted during the
period under review as Ms. Sarita Gupta was not reappointed as Managing
Director after the expiry of her term in the year 2021 -22

Reply: Ms. Sarita Gupta has stepped down from the position of Managing Director
w.e.f. 1^st August, 2024. She will be appointed afresh as a Managing Director in
compliance with the applicable provisions of the Companies Act, 2013

6. Independent Directors name not registered in the data bank of MCA.

Reply: Mr. Sanjeev Kumar & Mr. Shri Kishan Gupta has resigned from the position
of Independent Director w.e.f. 1^st August, 2024 and Mr. Basuvaiah
Duraiswamy & Mr. R. S. Chandan were duly appointed as an Independent
Director w.e.f. 29^th July, 2024 in compliance with section 149 of the
Companies Act, 2024

7. Ms. Sarita Gupta, has held two whole time designations at same time i.e. She
has been appointed as Managing Director & CFO both at a same time, which is
violation of section 203 of the Companies Act, 2013.

Reply: As a corrective measure, Ms. Sarita Gupta has stepped down from the
position of Managing Director and has resigned from the position of Chief
Financial Officer w.e.f. 1^st August, 2024.

8. The Company has not filled RBI returns during period under review.

Reply: The RBI has launched a new portal i.e. CIMS portal for uploading various
returns i.e. DNBS-2/DNBS-10/DNBS-13 etc. The company has been in
continuous communication with RBI to issue login credentials to access the
new portal. The non-filling of returns was not intentional but due to the
technical issue faced by the company to access the new portal and align itself
with the frequent changes made by RBI in this respect.

9. The Company has not appointed Company Secretary since the resignation of
Ms. Reena Bhaskar from the position of Company Secretary.

Reply: The Company had made all possible efforts to fill the vacancy but till date the
company has not been able to find any suitable candidate for the position. The
company is still looking for the eligible candidate and will appoint as soon as
same is identified & shortlisted.

10. The Company has partially complied with the provisions related to Structural
Digital Database (SDD) compliances, prescribed under Regulation 3 and other
applicable provisions of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

Reply: The Company is in process of getting familiarised with the functionalities of
the software and the applicable provisions w.r.t. Structural Digital Database
(SDD) and will expedite the complete compliance under Regulation 3 and other
applicable provisions of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015.

11. The Company needs to rectify its email a.d.dress and website a.d.dress on the
letterhead.

Reply: It is a typographical error and same has been rectified.

12. Following ROC forms were not filed during period under review:

- MGT-15-Proceedings of AGM

- ADT-1 Appointment of Statutory Auditor

- MGT-14 for the approval of Financials for the f/y 2022-23

- MGT-14 for the approval of Board Report for the f/y 2022-23

- MGT-14 for the appointment of Internal Auditor

- MGT-14 for the appointment of Secretarial Auditor

- DIR-12 for the appointment of Company Secretaries.

Reply: The non-filing of aforesaid forms is completely inadvertent and filing of the
same with late fee is in process.

Internal Auditor

The Companies Act, 2013 has mandated the appointment of Internal Auditor in the
Company. Accordingly, the Company has appointed M/s. Girraj Gupta & Associates,
Company Secretary, having ICSI Membership No. FCS8814 as an Internal Auditor of
the Company w.e.f. 01-11-2023

Cost Record and Cost Audit

The company is a Non-Banking Financial Company, hence maintenance of cost
records and requirement of cost audit as prescribed under the provision of Section
148(1) of the Companies Act 2013 are not applicable for the business activities
carried out by the Company.

HUMAN RESOURCE

The Company believes that its people are the key differentiators, especially in the
current knowledge driven, competitive and global business environment. Adapting
work culture to suit the dynamic balancing of people requirements is an ongoing
process. The Board of Directors of your company would like to place on record their
sincere appreciation for the efforts and contribution made by all the employees of
the Company in realizing the targeted projects of the Company. Your Directors take

this opportunity to thank all employees for rendering impeccable services to every
constituent of Company, Customers and Shareholders.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORK PLACE

The provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules made thereunder are not
applicable to the Company.

RISK MANAGEMENT

Risk Management is an integral part of the Company’s business strategy. The Board
reviews compliance with risk policies, monitors risk tolerance limits, reviews and
analyses risk exposure related to specific issues and provides oversight of risk
across the organization. The Board nurtures a healthy and independent risk
management function to inculcate strong risk management culture in the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In order to ensure that the activities of the Company are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty,
integrity and ethical behavior, the Company has adopted a vigil mechanism policy,
there is direct access to approach the Chairperson of the Audit Committee. The said
policy is available on the Company''s website and can be viewed at the given link:
www.panaficindustrialsltd.in

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is not applicable to the company as it is not covered under the
criteria mentioned in Section 135(1) of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosures Requirements), Regulations, 2015, a Management Discussion and
Analysis Report has been prepared and the same is forming part of this Report.

CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs.10 Crore and the net worth
of the Company is less than Rs.25 Crore, the provisions of Regulations
17,18,19,20,21,22,23,24,25,26,27, and clauses (b) to (i) of sub-regulation 2 of
Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange
Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015, are not applicable to the Company, hence Corporate Governance report has
not been enclosed to Directors Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Your Company being eligible has claimed exemption under Regulation 15(2) of SEBI
(LODR), Regulations, 2015 to BSE for submitting Annual Secretarial Compliance
Report for the Financial Year ended 31^st March, 2024.

PARTICULARS OF EMPLOYEES AND REMUNERATION

None of the Employees of the Company were in receipt of remuneration, which was
more than the limits as prescribed under the Section 197 of the Companies Act,
2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no
particulars are required to be disclosed in this Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars
relating to conservation of energy and technology absorption stipulated in the
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,
1988 are not applicable. Apart from that, there were no foreign exchange earnings or
outgo of the company during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There are no significant or material orders which were passed by the Regulators or
Courts or Tribunals which impact the going concern status and the Company’s
Operations in future. Although, Bombay Stock Exchange has levied certain penalties
on the Company on various occasions for delayed filings and same has been duly
paid by the Company. Also, adjudication order against company was issued on 28^th
November, 2023 and same has been settled as on the date of signing this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR
STATUS

No application has been made under the Insolvency and Bankruptcy Code; hence
the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year under
review along with their status as at the end of the financial year is not applicable to
the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH
THE REASONS THEREOF

There are no such events occurred during the period from 1^st April, 2023 to 31^st
March, 2024, thus no valuation is carried out for one-time settlement with the
Banks or Financial Institutions.

The Company''s Securities are currently listed on Bombay Stock Exchange Limited
(BSE Limited) with INE655P01029 and scrip code 538860. The Annual Listing fee
for the Financial Year 2023-24 and 2024-25 has been paid by the Company to BSE
Limited.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements of the Company were prepared in accordance with Indian
Accounting Standards (Ind AS). In terms of Section 134(5) of the Companies Act,
2013, the Directors would like to state/confirm:

a) That in the preparation of the annual accounts for the Financial Year ended
on 31st March, 2024, the applicable accounting standards have been followed
along with proper explanations relating to material departures;

b) That appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the Financial Year 2023-24 and of the profit and loss of the
Company for that period;

c) That proper and sufficient care has been taken 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;

d) That the annual accounts for the Financial Year ended on 31st March, 2024
have been prepared on a going concern basis;

e) That the Directors, have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and were
operating effectively, and

f) 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.

ACKNOWLEDGEMENT

Your Directors wish to take this opportunity to offer sincere appreciation and
acknowledge with gratitude the support and co-operation extended by the clients,
vendors, bankers, registrar and share transfer agent, business associates, financial
institutions, media and their agencies and look forward to their continued support
and assistance.We place on record our appreciation to the contribution made by our
employees at all levels. We look forward for such continued hard work, solidarity,
cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faith
reposed in the Company by the Ministry of Corporate Affairs, Securities and
Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors
Panafic Industrials Limited

Sd/- Sd/-

Sarita Gupta Renu

Director Director

DIN: 00113099 DIN:03572788

D-158, Pushpanjli Enclave, H-3/197, Kuwar Singh Nagar,

Pitam Pura, Saraswati Vihar Delhi- Najafgarh Road, Nangloi, Delhi-

^110034 110041

Date: 28^th August, 2024
Place: Delhi

---

Mar 31, 2016

To

The Member s

Panafic Industrials Limited

The Directors are pleased to present the 31^st Annual Report on the business operations and financial performance of the company for the financial year ended on31^st March 2015.

FINANCIAL RESULTS (Rs. In Lac s)

Particulars	For The Year Ended
	31st March 2016	31st March 2015
Sales/ Operating Income	93.07	134.18
Other Income	-	0.01
Total Revenue	93.07	134.19
Expenses- Purchase of Stock in trade
Changes in Inventory of Stock in -Trade	-	23.05
Employee Benefit Expenses	33.05	29.36
Depreciation and Amortization Expenses	-	-
Administrative & Other expenses	34.60	54.21
Contingent Provision For Standard As sets	(0.09)	131
Total Expenses	67.56	107.93
Profit Before T ax	25.51	26.27
Less: Current T ax	7.88	8.68
Deferred T ax	0.05	(0.40)
Prior Period T ax Adjustment	-	0.01
Profit/(Loss) After Tax	17.57	17.98

BUSINESS REVIEW

Financial year 205-16 concluded with a Net Profit R§. 17,57,482/- for the company which is R4Q8B& - less than the previous financial year 201-15. The declining profitability could be attributed to change in the business trends and economic environment. However, your directors are continuously endeavoring to improve the performance of the Company in future. In the current financial year 20157, the Company seeks to explore new avenues of business opportunities and thereby striving to improve its profitability. Sincere efforts are being made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflation at any tendencies of the market. Barring unforeseen circumstances, we expect better performance in the current year.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT, 1934

In order to ensure compliance with Section” 145 of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended Bit March, 2016, transferred Rs.13,,496/- in respect of current year’s profit to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. -9976,36^s/ March, 2016.

MATERIAL CHANGES CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY

During the financial year, the Company records no change in its control and management hence the composition of control and management has been remain same as have already been given to you in our last report.

Further, the Company wished for the appointment Ms. Renu(DIN: 0B572788 ), who retires by rotation in our ensuing 31 Annual General Meeting as per the requirement of Section 152(6) of the Companies Act, 206 and being eligible to offer herself for r-appointment,

Company Secretary & Compliance Officer

The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies. Therefore, Ms. Renika Bharara, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 10^th June, 2015 upon recommendation and approval by the Remuneration Committee and the Board.

*The same detail has already been given in our last report.

Internal Auditor

The Companies Act, 20B has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed Mr. Vijay Kataria, Chartered Accountant, having ICAI Membership No. 5B4458 as an Internal Auditor f the Company in the Board Meeting held on 31^st March, 2015.

*The same detail has already been given in our last report.

Chief Financial Officer

Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 6^th September, 2014 has appointed Ms. Sarita Gupt as the Chief Financial Officer (CFO ).

DIVIDEND

The Management believes that the profits earned during the financial year must be retained and redeployed for the operations the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to m ;et ou the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial-yea 2017.

PUBLIC DEPOSITS

Pursuant to the provisions of Non Banking in the Companies Acceptance of Public Deposits (Reserve Bank) Direction , 1998, as amended time to time, the Board of Directors of the Company have conformed in the Board Meeting held on 27th April 2016 , that the Company had neither accepted any public deposits in the past nor it was holding any public deposits to the date of that Board Meeting and that the Company will not accept any public deposits in future without prior written permission of Reserve Bank of India

STATUTORY AUDITORS

The Board recommends to ratify the appointment of M/s Rohit Suri & Associate Chartered Accountants, statutory Auditors of the Company, 7, Sharda Niketan, Pitampuram New Delhi 110034 as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of 30th AnnualGeneral Meetings Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for r-appointment, holding peer review certificate e.

There is no qualification, reservation or adverse remark in the report.

AUDITORS’ OBSERVATION

The Auditors Report has been annexed with this report; Auditors ’observations are self explanatory, which do not call f r any further clarifications.

DECLARATION BY INDEPENDENT DIRECTORS

Mr.Sanjeev Kumar and Mr. Ankur Sharman independent Directors of the Company have submitted their disclosures to the Board that they fulfill all the repaints as stipulated in Section 49(6) of the Companies Act, 2013 read with relevant rule s thereto .

RISK MANAGEMENT

The Company does not have any formal Risk Management Policy as the elements of risk threatening the company are very minimal. However, on discretionary basis the Company has constituted the Risk Management Committee to cope up with adequate processes and procedures in place to mitigate risks of various kinds, if any, but as no such matter comes before the Board till date, no meeting held as such.

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control covering all financial relating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations! and firings reliability of financial reporting.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company''s policy relating to appointment of Directors, payment of Managerial remuneration of Directors qualification, positive attributes, independence of directors and other related matters has been devised as per the provisions given under Section 178(B) of Companies Act, 20B.

However, the Company has constituted its Nomination and Remuneration committee as per the provisions of Section 178(1) of Companies Act, 20113 for aforesaid rational e.

DIRECTORS

None of the Directors of the Company are disqualified under the provision of Section 164 and 65 of the Companies Act, 2013 as applicable on the date of this Directors ’ Report.

As on date of this report, the composition of Board is as follows:

S. No.	Name of the Director	DIN	Designation	Date of Appointment	Date of Cessation
B.	Mr. Rajeev Kumar Gupta	01735427	Managing Director	7/07/204	-
4.	Mrs. Sarita Gupta	00113099	Director	7/07/204
5.	M s. Renu	03572788	Director	B0/09/204
1	Mr. Ankur Sharma	05625403	Director	09/07/20B	-
2.	Mr. S anjeev Kumar	05625416	Director	09/07/20B

MEETINGS OF THE BOARD

Eleven Board Meetings were held during the ye05- 206 and the gap between two meetings did not exceed four months. The details of which are as follows:

Serial No	Date of Board Meeting
1	April 27, 2015
2.	May 5, 2015
B.	May 21 2105
4.	May 30, 2015
5.	June 10 2015
6.	July 21 2015
7.	August 13, 2015
8.	August 28, 2015
9.	November 04, 2015
0.	February 10, 2016
11	March 31, 2016

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors	No. of Board Meetings attended during Financial Year 2014 - 2015	Whether Previous AGM attended or not	No. of other Directorship in other Public Companies*
Mr. Rajeev Kumar Gupta	10	Yes	Nil
Mrs. Sarita Gupta	11	Yes	1
Mr. Ankur Sharma	10	Yes	Nil
Mr .S anjeev Kumar	11	Yes	Nil
M s. Renu	9	Yes	Nil

COMMITTEES

The Board of Directors has constituted The Committees of the Board the Audit Committee, the Investors/Shareholders Grievance Committee ^Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed in the Board Meetings for information the board. The composition of these Committees is as follows :

Audit Committee

S. No.	Name of the Director	Designation	Nature of Directorship
1	Mr. Rajeev Kumar Gupta	Member and Director	Executive Director
2.	Mr. Ankur Sharma	Director	Nonexecutive Independent Director
B..	Mr. Sanjee-Kumar	Chairman of the Committee	Nonexecutive Independent Director

Meetings and Attendance during the year

Four Audit Committee Meetings were held during the year-2265 The dates on which the said meetings were held are as follows:

S. No.	Date of Meeting	Committee Strength	No. of Members Present
1	May 30 2015	3	3
2.	August 13, 2015	3	3
B.	November 14, 2015	3	3
4.	February 10, 2016	3	3

Nomination and Remuneration Committee

The Remuneration Committee has been reconstituted and presently comprises of the following Directors:

S. No.	Name of the Director	Designation	Nature of Directorship
1	Mr. Ankur Sharma	M ember	Nonexecutive Independent Director
2.	Mr. S anjeev Kumar	Member and Chairman	Nonexecutive Independent Director
3.	MrsSarita Gupt a	M ember	Non-Executive Director

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year The dates on which the said meetings were held are as follows:

S. No.	Date of Meeting	Committee Strength	No. of Members Present
1	M ay 21 205	3	3
2.	June 0 205	3	3

Shareholder’s/Investor Grievance Committee

S. No.	Name of the Director	Designation	Nature of Directorship
1	Mis. Sarita Gupta	Chairperson	Nonexecutive Director
2.	Mr. S anjeev Kumar	M ember	Nonexecutive Independent Director
3.	Mr. Ankur Sharma	M ember	Nonexecutive Independent Director

Meetings and Attendance during the year

Two Shareholders/ Investor Grievan Committee Meetings were held during the year 200B. The dates on which the said meetings were held are as follows:

S. No.	Date of Meeting	Committee Strength	No. of Members Present
1	June 24, 2015	3	3
2.	July 7, 2015	3	3
3.	December 28, 2015	3	3

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting: held during the year 2015- 2016 .

LISTING AGREEMENT COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with BSE Limited and The Delhi Stock exchange have been duly complied with.

The Securities and Exchange Board of India (SEBI), on September2nd , 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provision to the Listing Agreement for different segments of Capital market. The said regulations were effective from December 1^st 2015. Accordingly, all l: ted entities were required to enter into a new listing agreement within 6 months from the effective date.

The Company enters into a new Listing Agreement with Befitted(Bombay Stock Exchange)and DSE (Delhi Stock Exchange) and endeavor to adopt all the provisions as stated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(B) of the Companies Act, 20B and Rule 12(1) of the Companies (Management and Administration) Rules, 204, the extract of Annual Return in form MGTs annexed herewith annexure-I.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2016

i. That in the preparation of the annual accounts for the financial year ending 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year and of the profit and loss of the Company for that period;

iii. That the directors had taken over and sufficient care for the maintenance of adequate accounts goods in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of Company on a going concern ’ basis.

v. That proper internal financial controls were in place and that the financial controls were adequate operating effetely ;

vi. That the directors had devised proper systems to ensure license with the provisions of applicable laws and that such systems were adequate and operating effectively.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees or Investments, if any covered under the provisions of Section 186 of the Companies Act 20B read with Companies (Meeting of the Board and its Power) Rules, 204 are given in the Financial Statements.

TRANSFER TO RESERVES

The Company has not transfer ready amount to the General Reserve

RELATED PARTY TRANSACTIONS

Details of related party transactions that were entered into during the financial year under the provisions of Section of the Companies Act, 2013 are given in the Financial Statement there are no materially significant related party transaction made by the company which may have potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company does not have developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors Rule 1988 are not applicable. Apart from that there were no foreign exchange earnings or outgo of the company during the year under report.

SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section B4(B) of the Companies Act 2013 Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has obtained a certificate from M/s Arun Kumar and Associates, Company Secretaries, for the financial year ended March B6t ,that the Company has complied with all provision of Companies Act, 1956 and Companies Act, 2013. The clauses referred to in compliance certificate -are elf explanatory and, therefore do not call for any further amounts. The extract of secretarial Audit Report form M-R-3 is annexed herewith as Annexure-II”

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are the key differentiators, especially in the current knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders,

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the supported an operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial senses media and their agencies and look forward to their continued support and as we place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the help used in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors

M/s Panafic Industrials Limited

Sd/- Sd/-

Sarita Gupta Rajeev Kumar Gupta

Director Managing Director

DIN: 00113099 DIN: 01735427

D-158, Pushpanjli Enclave, Plot No. 127, First Floor, Sector-5, Vaishali,

Pitam Pura, Delhi- 110034 Ghaziabad, Uttar Pradesh-201010,

Place: Delhi

Date: 06^th September, 2016

---

Mar 31, 2015

The Directors are pleased to present the 30th Annual Report on the business operations and financial performance of the company for the financial year ended on 31st March 2015.

Particulars For The Year Ended

31st March 2015 31st March 2014

Sales/ Operating Income 134.18 71.96

Other Income 0.01 0.10

Total Revenue 134.19 72.06

Expenses:-

Purchase of Stock in trade

Changes in Inventory of Stock -in-Trade 23.05 27.94

Employee Benefit Expenses 29.36 25.99

Depreciation and Amortizations Expenses

Administrative & Other expenses 54.21 14.24

Contingent Provision For Standard Assets 131 (2.63)

Total Expenses 107.93 65.54

Profit Before Tax 26.27 6.52

Less: Current Tax 8.68 3.10

Deferred Tax (0.40) (0.53)

Prior Period Tax Adjustment 0.01 1.59

Profit/(Loss) After Tax 17.98 2.36

BUSINESS REVIEW

Financial year 2014-15 concluded with a Net Profit of Rs. 17,98,318/- for the company which is Rs. 15,62,511/- more than the previous financial year 2013-14. The declining profitability could be attributed to change in the business trends and economic environment. However, your directors are continuously endeavoring to improve the performance of the Company in future. In the current financial year 2015-16, the Company seeks to explore new avenues of business opportunities and thereby striving to improve its profitability. Sincere efforts are being made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflationary tendencies of the market. Barring unforeseen circumstances, we expect better performance in the current year.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT, 1934

In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended 31st March, 2015, transferred Rs.3,59,664/- in respect of current year's profit to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. 6,24,868/- on 31st March, 2015.

DIVIDEND

The Company is having distributable profits in terms of provisions of Section 123 of Companies Act, 2013 for the Financial Year 2014-15. The Board of Directors, subject to the approval of shareholders in the ensuing Annual General Meeting, has recommended a dividend @ 2%.

COMPANY SECRETARY & COMPLIANCE OFFICER

The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies. Therefore, Ms. Ronika Bharara, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 10th June, 2015 upon recommendation and approval by the Remuneration Committee and the Board.

INTERNAL AUDITOR

The Companies Act, 2013 has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed Mr. Vijay Kataria, Chartered Accountant, having ICAI Membership No. 534458 as an Internal Auditor of the Company in the Board Meeting held on 31st March, 2015.

PUBLIC DEPOSITS

Pursuant to the provisions of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998, as amended time to time, the Board of Directors of the Company have re-confirmed in the Board Meeting held on 21 st May, 2015, that the Company had neither accepted any public deposits in the past nor it was holding any public deposits on the date of that Board Meeting and that the Company will not accept any public deposits in future without prior written permission of Reserve Bank of India

STATUTORY AUDITORS

M/s Rohit Suri & Associates, Chartered Accountants, Statutory Auditors of the Company, 7, Sharda Niketan, Pitampura, New Delhi-110034 retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for re-appointment, holding peer review certificate. Audit Committee and the Board recommend their re-appointment.

There is no qualification, reservation or adverse remark in the report.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report; Auditors' observations are self explanatory, which do not call for any further clarifications.

DIRECTORS

None of the Directors of the Company are disqualified under the provision of Section 164 and 165 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

As on date of this report, the composition of Board is as follows:

S. No. Name of the Director DIN Designation Date of Appointment Date of Cessation

1. Mr. Ankur Sharma 06625403 Director 09/07/2013 -

2. Mr. Sanjeev Kumar 06625416 Director 09/07/2013 -

3. Mr. Rajeev Kumar Gupta 01735427 Additional Director 17/07/2014 - 4. Mrs. Sarita Gupta 00113099 Additional Director 17/07/2014 -

5. Ms. Renu 03572788 Additional Director 30/09/2014 -

MEETINGS OF THE BOARD

Eighteen Board Meetings were held during the year 2014-2015 and the gap between two meetings did not exceed four

months.

The details of which are as follows:

Serial No. Date of Board Meeting

1. April 07, 2014

2. April 24, 2014

3. May 02, 2014

4. May 13, 2014

5. May 30, 2014

6. June 16, 2014

7. July 17, 2014

8. August 13, 2014

9. August 26, 2014

10. September 06, 2014

11. September 18, 2014

12. November 07, 2014

13. November 14, 2014

14. January 02, 2015

15. February 03, 2015

16. February 10, 2015

17. March 13, 2015

18. March 31, 2015

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

Name of the Directors No. of Board Meetings Whether Previous No. of other attended during Financial AGM attended or Directorship in other Year 2014 - 2015 not Public Companies*

Mr. Rajeev Kumar Gupta 11 Yes Nil

Mrs. Sarita Gupta 11 Yes 1

Mr. Ankur Sharma 18 Yes Nil

Mr. Sanjeev Kumar 18 Yes Nil

Ms. Renu 9 Yes Nil

COMMITTEES

The Board of Directors has constituted three Committees of the Board - the Audit Committee, the Investor's/Shareholder's Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed in the Board Meetings for information of the board. The composition of these Committees is as follows:

Audit Committee

S. No. Name of the Director Designation Nature of Directorship

1. Mr. Rajeev Kumar Gupta Member and Director Executive Director

2. Mr. Ankur Sharma Director Non-Executive Independent Director

3. Mr. Sanjeev Kumar Chairman of the Committee Non-Executive Independent Director

Meetings and Attendance during the year

Four Audit Committee Meetings were held during the year 2014-2015. The dates on which the said meetings were held are as follows:

S. No. Date of Meeting Committee Strength No. of Members Present

1. May 30, 2014 3 3

2. August 13, 2014 3 3

3. November 14, 2014 3 3

4. February 10, 2015 3 3

Remuneration Committee

The Remuneration Committee has been reconstituted and presently comprises of the following Directors:

S. No. Name of the Director Designation Nature of Directorship

1. Mr. Ankur Sharma Member Non-Executive Independent Director

2. Mr. Sanjeev Kumar Member and Chairman Non-Executive Independent Director

3. Mrs. Sarita Gupta Member Non-Executive Director

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year 2014-2015. The dates on which the said meetings were held are as follows:

S. No. Date of Meeting Committee Strength No. of Members Present

1. July 17, 2014 2 2

2. September 06, 2014 2 2

3. January 02, 2015 3 3

Shareholder's/ Investor Grievance Committee

S. No. Name of the Director Designation Nature of Directorship

1. Mrs. Sarita Gupta Chairperson Non-Executive Director

2. Mr. Sanjeev Kumar Member Non-Executive Independent Director

3. Mr. Ankur Sharma Member Non-Executive Independent Director

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year 2014-2015. The dates on which the said meetings were held are as follows:

S. No. Date of Meeting Committee Strength No. of Members Present

1. April 03, 2014 2 2

2. April 05, 2014 2 2

3. April 06, 2014 2 2

4. April 07,2014 2 2

5. April 09,2014 2 2

6. April 10,2014 2 2

7. April 12,2014 2 2

8. April 15,2014 2 2

9. April 16,2014 2 2

10. April 17,2014 2 2

11. April 19,2014 2 2

12. April 21,2014 2 2

13. April 24,2014 2 2

14. May 10, 2014 2 2

15. May 23,2014 2 2

16. May 29,2014 2 2

17. June 06,2014 2 2

18. July 01,2014 2 2

19. July 17,2014 2 2

20. August 19,2014 3 3

21. September 25,2014 3 3

22. November 01,2014 3 3

23. February 23,2015 3 3

24. March 31, 2015 3 3

EXTRAORDINARY GENERAL MEETING

Two Extra Ordinary General Meeting were held during the year 2014-2015. The details of which are as follows

Serial No Date of Extra Ordinary General Meeting

1. May 03, 2014

2. March 10, 2015

LISTING AGREEMENT COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with BSE Limited and The Delhi Stock Exchange have been duly complied with.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in form MGT-9 is annexed herewith as "Annexure-I"

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2015:

i. That in the preparation of the annual accounts for the financial year ending 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

iv. The Directors have prepared the annual accounts of Company on a 'going concern' basis.

v That proper internal financial controls were in place and that the financial controls were adequate and were operating effetely;

vi. 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.

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees or Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meeting of the Board and its Power) Rules, 2014 are given in the Financial Statements.

TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve.

RELATED PARTY TRANSACTIONS

Details of related party transactions that were entered into during the financial year, if any under the provisions of Section 188 of the Companies Act, 2013 are given in the Financial Statements. There are no materially significant related party transactions made by the company which may have potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable. Apart from that, there were no foreign exchange earnings or outgo of the company during the year under report.

SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section 134(3) of the Companies Act 2013 and Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has obtained a certificate from M/s Grover Ahuja and Associates, Company Secretaries, for the financial year ended March 31st, 2015, that the Company has complied with all provision of Companies Act, 1956 and Companies Act, 2013. The clauses referred to in compliance certificate are self-explanatory and, therefore do not call for any further comments. The extract of Secretarial Audit Report in form MR-3 is annexed herewith as "Annexure-II"

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are the key differentiators, especially in the current knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders.

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance. We place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faith reposed in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors

M/s Panafic Industrials Limited

Sd/-

Sarita Gupta

Chairperson

DIN: 00113099

Place: Delhi D-158, Pushpanjli Enclave,

Date: 05th September, 2015 Pitam Pura, Delhi- 110034

---

Mar 31, 2014

The Directors are pleased to present the 29th Annual Report on the business operations and financial performance of the company for the financial year ended on 31st March 2014.

FINANCIAL RESULTS (In Lacs)

Particulars For The Year Ended

31stMarch 2014 31stMarch 2013

Sales/Operating Income 71.96 380.98

Other Income 0.10 4.00

Total Revenue 72.06 384.98

Expenses:-

Purchase of Stock in trade - 320.13

Changes in Inventory of Stock-in-Trade 27.94 49.95

Employee Benefit Expenses 25.99 2.75

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 14.24 2.24

Contingent Provision For Standard Assets [2.63) 1.19

Total Expenses 65.54 376.26

Profit Before Tax 6.52 8.71

Less: Current Tax 3.10 0.26

Deferred Tax [0.53) -

Prior Period Tax Adjustment 1.59 -

Profit/(Loss) After Tax 2.36 8.45

BUSINESS REVIEW

Financial year 2013-14 concluded with a Net Profit of Rs. 2, 35,807/- for the company which is Rs. 6, 09,651/- short from the previous financial year 2012-13. The declining profitability could be attributed to change in the business trends and economic environment. However, your directors are continuously endeavouring to improve the performance of the Company in future. In the current financial year 2014-15, the Company seeks to explore new avenues of business opportunities and thereby striving to improve its profitability. Sincere efforts are being made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflationary tendencies of the market. Barring unforeseen circumstances, we expect better performance in the current year.

TRANSFER TQ RESERVES IN TERMS OF SECTION 45-lf OF THE RESERVE BANK OF TNniA ACT. 1934

In order to ensure compliance with Section 45-IC of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended 31st March, 2014, transferred Rs. 96,112/- in respect of current year's profit and the deficit of Rs. 48,951/- pertaining to earlier years to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. 2, 65,204/- on 31« March, 2014.

DIVIDEND

The Company is having distributable profits in terms of provisions of Section 123 of Companies Act 2013 for the Financial Year 2013-14. The management intends to retain its funds for re-investing in 'some profitable projects in the future and also for meeting its working capital requirements and expansion prospects. Therefore, no dividend has been recommended by the Board for the said financial year.

DISCLOSURES UNDER SECTION 217(1) OF THF COMPANIES ACT.

Change in Control and Management of the Company

The Company entered into a Share Purchase Agreement dated 12th March, 2014 with Mr. Rajeev Kumar Gupta and Mrs. Sarita Gupta (hereinafter collectively referred to as "the Acquirers") whereby the Acquirers who collectively held 2.10% of the paid up share capital of the Company, agreed to further acquire 13 750 Equity Shares of Rs. 10/- each from the old promoters, constituting 0.17% of paid-up share capital and complete Management Control therefrom. Consequently, the Company had undergone the process of "Open Offer" under Regulation (4) ofSEBI SAST Regulations, 2011 which concluded on 8th July, 2014.

Thereafter, Mr. Rajeev Kumar Gupta and Mrs. Sarita Gupta were appointed as Additional Directors on the Board of the Company in its Board Meeting held on 17th July, 2014.

Application to BSE for Direct Listing

Your Company is presently listed on Delhi Stock Exchange which like all other Regional Stock Exchanges is on the verge of getting derecognised by SEB1. In such a scenario, the management of the Company has considered to go for direct listing of the shares of the Company on Bombay Stock Exchange, under a scheme launched by BSE for the purpose and has also made an application to BSE in this respect on 17th July 2014 We are hopeful that our Company will be a BSE Listed Company very soon and our shareholders will enjoy a higher degree of liquidity of their shares thereafter.

Appointment of Company Secretary and Change of Compliance Officer

The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies Therefore, Ms. Devika Sharma, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f 17th July, 2014 upon recommendation and approval by the Remuneration Committee and the Board.

Shifting of Registered Office of the Company sequent to change in management of the Company the registered office of the Company has also been shifted from 4566/13, Jai Mata Market, Tri Nagar, Delhi-110035' to 23, II Floor, North West Avenue Club Road, West Punjabi Bagh, Delhi-110026, w.e.f. 17th July 2014.

Appointment of Internal auditor and CFO

The Companies Act, 2013 has mandated the appointment of Internal Auditor and Chief Financial Officer in the Company. Accordingly, the Company has appointed Ms. Devika Sharma as an Internal Auditor and Mrs Sarita Gupta as the CFO of the Company in the Board Meeting held on 6th September, 2014.

Raising of Funds through Preferential Allotment of Shares

The Members at the Annual General Meeting held on 30th September, 2013 passed an ordinary resolution for increasing the authorized share capital of company to Rs. 1,00,00,000/- (Rupees Ten Crores only).

Thereafter, in the same meeting, the Members passed a special resolution thereby approving the issue and aliment of 7470,000 Equity Shares of Rs. 10/- each at a price ofRs.10/- per share on preferential basis this regard, the Company received In- Principal approval from Delhi Stock Exchange vide letter dated 4th February, 2014. Thereafter, 74,70,000 equity shares were allotted at the Board Meeting held on 4th February,

Further, the shares got listed on the Delhi Stock Exchange on 5th March, 2014 and finally the trading approval was granted by the exchange on 13th of May, 2014.

Presently the authorized share capital is 10,00,00,000 (Rupees Ten Crores) divided into 100,00,000 Equity Shares of Rs. 10/- each and the issued, subscribed and paid up share capital of the Company has greased from Rs. 74,25,000/- (Rupees Seventy Four Lac Twenty Five Thousand Only) divided Mo 7 42 500 Equity hares of Rs. 10/- each to Rs. 8,21,25,000/- (Rupees Eight Crore Twenty One Lacs twenty Five Thousand Only) divided into 82,12,500 Equity Shares of Rs. 10/- each.

PUBLIC DEPOSITS

Section 58A of the Compan.es Act, 1956 read with the Companies (Acceptance of Deposits) Rules 1975 Also, pursuant to the provisions of Non Banking Financial Companies Acceptance of Public Deposits (Reserve Bank Directions, 1998, as amended time to time, the Board of Directors of the Company the Board Meeting held on 7. April, 2014, that the Company had neither accepted any public deposits in the past nor it was holding any public deposits on the date of that Board Meeting and that the Company will not accept any public deposits in nature without prior written permission of Reserve Bank of India

STATUTORY AUDITORS:

M/s RSAV & Company Chartered Accountants (Previously known as Saurav Abhlnaya & Co having its Office a 133 F.rs, Floor, Lane No, 1, Western Marg, Saidulajab, ICNOU Road, Saket New Delhi 110030 who served as Statutory Auditors of the Company for past many years, resigned from the position w.e.f.30th April 2014, express their inability to continue as the Statutory Auditors of the Company In order to fill the casual vacancy caused by resignation of the previous Auditors, M/s Rohit Sari * Associates, Charted Accountants, 7 Sharda Niketan, Pitampura, New Delhl-110034 were appointed as Statement the approval of shareholders of the Company by way of ordinary resolution passed its extra Ordinary General Meeting held on 3rd of May, 2014 to hold the office as Statutory Auditors of the company from the conclusion of the said general meeting untill the conclusion of the ensuing annual General meeting (AGM) of the company.

M/s Rohit Suri & Associates, Chartered Accountants, will retire at the ensuing Annual General Meeting and being eligible, have offered themselves for the re-appointment to hold office for a term of 5 years. A certificate to the effect that their re-appointment if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Rule-4 of the Companies (Audit and Auditors] Rules, 2014 has also been furnished by them.

The Board recommends their appointment as Statutory Auditors of the Company from the Financial Year 2014-15 to 2018-19 subject to ratification by members of the Company by passing ordinary resolution at every Annual General Meeting.

AUDITORS' OBSERVATION

The Auditors Report has been annexed with this report; Auditors' observations are self explanatory, which do not call for any further clarifications,

DIRECTORS

Since the conclusion of the previous Financial Year 2013-14 and up to the date of preparation of this Board Report, Mr. Virendra Kumar Gupta, Mr. Ashwani Kumar Salwan and Mr. Braj Mohan Singh, the Directors of the Company resigned from the position of Director w. e. f 17th July, 2014.

Mr. Rajeev Gupta and Mrs. Sarita Gupta were appointed on the board as an Additional Directors w.e.f. 17th July, 2014, to hold office up to the date of this Annual General Meeting, and in whose respect, the Company has received a notice in writing proposing their candidature for the office of Director, are proposed to be regularized as Directors subject to shareholder's approval in the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified under the provision of Section 164 and 165 of the Companies Act, 2013 as applicable on the date of this Directors' Report.

As on date of this report, the composition of Board is as follows:

S. No. Name of the DIN Designation Date of Date of Cessation Director Appointment

1. Mr.AnkurSharma 06625403 Director 09/07/2013 -

2. Mr. Sanjeev Kumar 06625416 Director 09/07/2013 -

3. Mr. Rajeev Kumar 01735427 Additional 17/07/2014 - Gupta Director

4. Mrs. Sarita Gupta 00113099 Additional 17/07/2014 - Director

The Company has been very recently acquired by Mr. Rajeev Gupta & Ms. Sarita Gupta. Consequently, the entire composition of the board is under transition phase. Therefore, the company is in process or re- constituting its board in compliance with clause 49 of the listing agreement and the Companies Act, 2013.

COMMITTEES

The Board of Directors has constituted three Committees of the Board - the Audit Committee, the Investor's/Shareholder's Grievance Committee & Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed in the Board Meetings for information of the board. The role and composition of these Committees, including the number of meetings held during the financial year have been provide Corporate Governance Report which forms part of this report.

EXTRAORDINARY CENFRAL MEETING

No Extra Ordinary General Meeting was held during the year 2013-2014. LISTING AGREEMENT COMPLIANCE

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with the Delhi Stock Exchange have been duly complied with. However there has been a change in management of the Company pursuant to the completion of Open Offer, consequent to which Company's m process of re-constituting its Board in accordance with Clause 49 of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

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

i In preparation of Annual Accounts, the applicable accounting standard to the extend applicable, has been followed.

ii The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affaire of the company as at 31- March 2014 and of the profit of the company for the year ended on that date.

iii. The Directors has taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

v. The Directors have prepared the annual accounts of Company on a 'going concern' basis.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSERVATION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are not applicable. Apart from that, there were no foreign exchange earnings or outgo of the company during the year under report.

PARTICULARS OF EMPLYEES

None of the employee of the company was in respect of remuneration, which was more than the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies [Particular of Employees) Rues, 1975 and hence no particulars are required to be disclosed in this Report.

HUMAN RESOURCE OFVFT DEVELOPMENT

The Company believes that its people are the key differentiators, especially in the current knowledge driven competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders.

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the support and co-operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial institutions, media and their agencies and look forward to their continued support and assistance. We place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the faith reposed in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors

M/s Panafic Industrials Limited

Sarita Gupta

Chairperson

DIN: 00113099

Place: Delhi D-158, Pushpamh Enclave,

Date : 06th September, 2014 Pitam Pura, Delhi. noo34

---

Mar 31, 2012

The Directors have pleasure in presenting the 32nd Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2012.

FINANCIAL RESULTS (In lacs)

Particulars For The Year Ended

31st March 2012 31st March 2011

Sales/ Operating Income 42.48 609.53

Other Income 14.33 2.84

Expenses:-

Purchase of stock in Trade 950.69 715.66

Changes in Inventory of Stock-in-Trade 200.20 (112.81)

Employee Benefit Expenses 2.25 2.60

Depreciation and Amortisation Expenses - -

Administrative & Other expenses 3.05 4.98

Contingent Provision For Standard Assets 3.16 -

Profit Before Tax 3.04 1.94

Less; current Tax 0.04 0.23

Deferred Tax - -

Prior Period Tax adjustment (0.09) -

Profit/(Loss) After Tax (2.99) 1.71

BUSINESS REVIEW

The year has ended with a Net Loss of Rs. 298929.00 as against Net Profit of Rs. 171158.00 of last year. The Company is exploring avenues for business opportunities and wish to enter in new area of activity. The Company is trying its best to keep its expenses in check in spite of inflationary trends and to revive the business of the Company. Baring unforeseen circumstances- we expect better performance in the current year.

DIVIDEND

To conserve the resources of the company, no dividend has been recommended.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s RSAV & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Mr. Virender Gupta who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following three directors:-

S. No. Name of the director Status

1 Mr. Ashwani Salwan Executive Chairman

2 Mr. Braj Mohan Singh Non Executive and Independent

3 Mr. Virender Gupta Non Executive and Independent

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3, That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st march, 2012 on a going concern basis.

AUDITORS

Your company Auditors M/S RSAV & COMPANY (Previously Known As SAURABH ABHINAYA & CO.); Chartered Accountants, retire at the ensuing annual general meeting and being eligible; have given their consent to act as auditors of the company. Members are requested to consider their re- appointment as the auditors of the company and to fix their remuneration by passing a resolution under section 224 of the Companies ACT, 1956.

The company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the directors' reports.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956. The Committee consist of the following directors:

Mr. Braj Mohan Singh Chairman (Non Executive & Independent)

Mr. Virender Gupta Member

Mr. Ashwani Salwan Member

b. INVESTORS/SHAREHOLDERS' GRIEVANCE COMMITTEE

As per the provisions of the Listing Agreement, the members of the Committee consist of the following directors:

Mr. Virender Gupta (Chairman),

Mr. Braj Mohan Singh (Member)

Mr. Ashwani Salwan (Member)

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month for any part thereof.

APPRECIATION

Trade Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time. .

By the Order of the Board

For PANAFIC INDUSTRIALS LIMITED

Place; Delhi

Dated: 25.08.2012 DIRECTOR DERECTOR

---

Mar 31, 2011

The Directors have pleasure in presenting the 31st Annual Report on the business, operations and financial performance of the company during the financial year ended 31st March 2011.

FINANCIAL RESULTS Rs. (In lacs)

Particulars For The Year Ended

31st March 2011 31st March 2010

Sales/Operating Income 609.53 478.95

Gross Profit/(Loss) after interest but 1.94 0.74 before depreciation & taxation

Less: Depreciation NIL NIL

Less: Income Tax/FBT 0.23 NIL

Profit/(Loss) after tax 1.71 0.74

Transfer to General Reserve/P & L NIL NIL

BUSINESS REVIEW

The year has ended with the net profit of Rs. 171157.75 in comparison of the last year's net profit of Rs. 73598.71 inclusive of long term capital gain of Rs. 1217397.09. The financial result, as obvious, are up to the mark in comparison to the last year's result and the performance of the company is above expectations.

DIVIDEND

To conserve the resources of the company, no dividend has been recommended.

PUBLIC DEPOSITS

The company has not accepted any deposit from public within the meaning of section 58-A of the companies ACT, 1956 read with the companies (Acceptance of Deposits) rules, 1975.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

Particulars with respect to conservation of energy, Technology absorption, Foreign Exchange Earnings & outgo as required under section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure forming part of this report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Director adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges and have implemented all the prescribed requirements.

A separate report on Corporate Governance as stipulated, under Clause 49 of the listing Agreement, with the Stock Exchanges and have implemented all the prescribed requirements.

A certificate from the auditors of the company M/s Saurabh Abhinaya & Co. confirming compliance of conditions of Corporate Governance as stipulated in Clause 49 is annexed to this report.

DIRECTORS

Mr. Sudhir Kumar Agarwal who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The composition of the board is in conformity of Clause 49 of the Listing Agreement. Your board of directors consist of the following three directors:-

S. No. Name of the director Status

1 Mr. Ashwani Salwan Executive Chairman

2 Mr. Sudhir Kumar Agarwal Non Executive and Independent

3 Mr. Virender Gupta Non Executive and Independent

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the companies ACT, 1956, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for the year under review.

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

A. CONSERVATION OF ENERGY

The operations of your Company do not consume high levels of energy. Adequate measures have been taken to conserve by using energy, efficient computers and equipment.

B. TECHNOLOGY ABSORPTION

1. Specific areas in which R&D carried out are as follows:

a. Review of the existing courses and evaluation of feasibility of the new courses to be launched and estimating the costing thereof.

b. Providing technical support on existing products.

2. Benefits derived as a result of the above R & D:

As a result the organization is being able to implement current courses.

3. Future Plan of action:

R&D plans to enter the client server areas, as this is a major thrust area in the IT industry.

4. Expenditure on R & D : NIL

C. FOREIGN EXCHANGE EARNINGS

There were no foreign exchange earnings as well as outgo of the company during the year under report.

AUDITORS

M/s Saurabh Abhinaya & Co., Chartered Accountants holds office of the statutory auditors of the company until the conclusion of the ensuing Annual General Meeting and is eligible for re appointment.

The company has received certificate from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

In terms of the above rules, your directors are pleased to give the particulars as prescribed therein in the annexure, which form part of the directors' reports.

a. AUDIT COMMITTEE

As per the provisions of the Listing Agreement and pursuant to Section 292A of the Companies Act, 1956. The Committee consist of the following directors:

Mr. Sudhir Kumar Agarwal Chairman (Non Executive & Independent)

Mr. Virender Gupta Member

Mr. Ashwani Salwan Member

b. INVESTORS/SHAREHOLDERS' GRIEVANCE COMMITTEE

As per the provisions of the Listing Agreement, the members of the Committee consist of the following directors:

Mr. Virender Gupta (Chairman),

Mr Sudhir Kumar Agarwal (Member)

Mr. Ashwani Salwan (Member)

PARTICULARS OF EMPLOYEES

As required by the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975, as amended, no employee was in receipt of remuneration exceeding Rs. 24,00,000/- per annum or Rs. 2,00,000/- per month for any part thereof.

APPRECIATION

The Company places on record its deep appreciation of the devoted services of executives and other staff of the company who have contributed in the performance and the Company's inherent strength. Grateful thanks are also due to the investors, the bankers, business associates & all other stakeholders for their continued support to the company from time to time. .

By the Order of the Board

For PANAFIC INDUSTRIALS LIMITED

Place: Delhi

Dated: 25.08.2011 DIRECTOR DIRECTOR