The Calcutta Stock Exchange Limited Phiroze Jeejeebhoy Towers, 7, Lyons Range, Dalhousie, Dalal Street, Murgighata, B B D Bagh, Mumbai-400 001 , Maharashtra
Total Page:16
File Type:pdf, Size:1020Kb
31 st August, 2019 To, To, The Corporate Relations Department The Listing Department BSE Limited The Calcutta Stock Exchange Limited Phiroze Jeejeebhoy Towers, 7, Lyons Range, Dalhousie, Dalal street, Murgighata, B B D Bagh, Mumbai-400 001 , Maharashtra. Kolkata-700001, West Bengal BSE Code: 539143 CSE Code: 30.010 Sub: 26th Annual Report for the financial year 2018-19 Dear Sir/Madam, Pursuant to the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are pleased to enclose herewith the Annual Report for the 1 financial year 2018-19, along with the Notice of 26 h Annual General Meeting of Panth Infinity Limited. A copy of this Annual Report is also uploaded on the website of the Company and is being dispatched /sent to the members through permitted mode. Kindly take the same on your record. Thanking you, Encl.: As above PANTH INFINITY LIMITED I CIN: L45201MP1993PLC007647 (Formerly known as 'Synergy Bio:con Limited') 0261-2600331 -t-91-70439 99011 [email protected] www.panthinfinity.com Regi5tered Office ; 404, Navneet Plaza, 5/2, Old Palasia, lndore-452001, Madhya Pradesh. I Tel/Fax : 0731-4202337 corporate Office : S- 6, VIP Plaza, VIP Road, Near Shyam Temple. vesu, surat-395007, Gujarat 26 2018 - 19 th 26 Annual Report ǀ 2018-19 COMPANY INFORMATION BOARD OF DIRECTORS Mr. Shwet Koradiya Chairman & Non-Executive Director Ms. Surbhi Mudgal Non-Executive Independent Director Mr. Hitesh Patel Non-Executive Independent Director Mr. Zubin Raja Non-Executive Independent Director (Ceased w.e.f. 07.12.2018) Mr. Jinay Koradiya Additional Director (Appointed w.e.f. 14.08.2019) CHIEF FINANCIAL OFFICER Mrs. Mosam Mehta CHIEF EXECUTIVE OFFICER Mr. Rahul Jalavadiya (Ceased w.e.f. 30.05.2019) COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Krishna Naik (Ceased w.e.f. 30.05.2019) STATUTORY AUDITORS INTERNAL AUDITORS M/s. A Biyani & Co. M/s. D C Jariwala & Co. Chartered Accountants Chartered Accountants FRN - 140489W FRN - 104063W Unit No. 411, Gundecha Industrial Complex, 330, Royal trading tower, Akurli Road, Next to Big Bazar, Opp. Ratan cinema, Opp. W. E. Highway, Kandivali (E) Salabatpura, Surat 395003, Mumbai - 400101, Maharashtra. Gujarat. BANKERS South Indian Bank Axis Bank Kotak Mahindra Bank Yes Bank REGISTERED OFFICE CORPORATE OFFICE 404, Navneet Plaza, S-6, VIP Plaza, VIP Road, 5/2, Old Palasia, Near Shyam Temple, Indore – 452001, Vesu, Surat-395007, Madhya Pradesh. Gujarat. Tel/Fax: 0731 – 4202337 Tel: 0261-2600331, +91-7043999011 Email: [email protected] Website: www.panthinfinity.com REGISTRAR & SHARE TRANSFER AGENT Purva Sharegistry (India) Private Limited 9, Shiv Shakti Ind. Estates, J R Boricha Marg, Lower Parel (E), Mumbai - 400 011, Maharashtra Tel.: (022) 2301 6761, Fax: (022) 2301 2517 Email: [email protected] Website: www.purvashare.com PANTH INFINITY LIMITED Formerly known as SYNERGY BIZCON LIMITED Page 1 th 26 Annual Report ǀ 2018-19 NOTICE Notice is hereby given that the 26th ANNUAL GENERAL MEETING of the Members of PANTH INFINITY LIMITED will be held on Tuesday, 24th September, 2019 at 12:30 p.m. at Hotel President, 163, R.N.T. Marg, Indore–452001, Madhya Pradesh, to transact the following business: ORDINARY BUSINESS: 1. Adoption of Financial Statements: To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019 together with the Reports of the Board of Directors and Auditors thereon. 2. Appointment of Mr. Shwet Koradiya as a Director liable to retire by rotation: To appoint a Director in place of Mr. Shwet Koradiya (DIN: 03489858), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. Appointment of Mr. Jinay Koradiya (DIN: 03362317) as a Managing Director: To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 („the Act‟), (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force) read with Schedule V of the Act and as recommended by Nomination and Remuneration Committee of the Company, approval of the Company be and is hereby accorded for the appointment of Mr. Jinay Koradiya (DIN: 03362317), who was appointed as an Additional Director of the Company w.e.f. from 14th August, 2019 and who holds office up to the date of this Annual General Meeting (AGM), in respect of whom a notice in writing under Section 160 of the Act, as amended has been received in the prescribed manner, as a Managing Director of the Company, liable to retire by rotation, for a period of 3 (three) years with effect from 24th September, 2019, on the following terms and conditions: (a) Duration : 3 Years (24th September, 2019 to 23rd September, 2022) (b) Salary: Rs. 25,000 (Rupees Twenty Five Thousand) per month subject to annual increment as may be approved by the Board from time to time and as per Remuneration Policy of the Company. (c) Perquisites and Allowances : In addition to the salary as outlined above, the Managing Director shall be entitled to the following perquisites/allowances which shall not be included in the computation of limits for the remuneration: i. Contribution to provident fund, superannuation or annuity funds, to the extent these either singly or put together are not taxable under the Income Tax Act; ii. Gratuity payable at a rate not exceeding half a month‟s salary for each completed year of service; and iii. Encashment of leave at the end of the tenure. Explanation: The said perquisites and allowances shall be evaluated as per Income Tax Rules, wherever applicable; in absence of any such Rules, perquisites and allowances shall be evaluated at actual cost or hire charges. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to revise the remuneration payable to Mr. Jinay Koradiya as a Managing Director at any time, such that the PANTH INFINITY LIMITED Formerly known as SYNERGY BIZCON LIMITED Page 2 th 26 Annual Report ǀ 2018-19 aggregate of the salary (inclusive of annual increments, if any) in any financial year shall not exceed the overall ceiling laid down in Sections 197 of the Act read with the Schedule V of the Companies Act, 2013. RESOLVED FURTHER THAT notwithstanding the above, in the event of any loss or inadequacy of profits in any financial year during the tenure of Mr. Jinay Koradiya as a Managing Director of the Company, remuneration payable to him shall be within the limits as specified in Schedule V of the Companies Act, 2013. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to this resolution or otherwise considered by it in the best interest of the Company.” 4. Shifting of Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat: To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 13 read with Rule 30 of the Companies (Incorporation) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 and subject to the approval of Central Government (Powers delegated to Regional Director), consent of the Members of the Company be and is hereby accorded to shift the Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat. RESOLVED FURTHER THAT the Clause-II of Memorandum of Association of the Company be altered by substituting it with the following clause: “II .The Registered office of the Company will be situated in the State of Gujarat.” RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective, the Registered Office of the Company be shifted from the State of Madhya Pradesh to the State of Gujarat. RESOLVED FURTHER THAT Directors of the Company be and are hereby jointly/severally authorized (along with the power of delegation) to appear before the concerned Regional Director/Registrar of Companies or any other Statutory Authority, to plead for the aforesaid application, to file the necessary Vakalatnama and/or Memorandum of Appearance with the concerned Authority, to sign, authenticate and make any kind of declaration and submit all kind of documents, papers, deeds, petition, forms relating to aforesaid application and to act for every purpose connected with the proceedings of the application and to take such other steps as may be required by the concerned Regional Director/Registrar of Companies or any other statutory authority or otherwise become necessary in the regard.” 5. Approval to Sale of Fixed Asset of the Company: To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, and the relevant Rules framed there under (including any statutory modification(s) or re-enactment thereof, for the time being in force), and the enabling provisions in the Memorandum of Association and Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to the Board of Directors to sell and transfer lands situated at Taluka: Tharad, District: Banaskantha, Gujarat at the prevailing market value. RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution.” PANTH INFINITY LIMITED Formerly known as SYNERGY BIZCON LIMITED Page 3 th 26 Annual Report ǀ 2018-19 By order of the Board of Directors For PANTH INFINITY LIMITED Place: Surat SHWET KORADIYA Date: 14/08/2019 Chairman & Director (DIN: 03489858) REGISTERED OFFICE:- 404, Navneet Plaza, 5/2, Old Palasia, Indore – 452001, Madhya Pradesh.