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Directors Report of Panth Infinity Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

To,

The Members,

Your Directors are pleased to present the 25thAnnual Report of your Company together with the Audited Financial Statements and Auditors'' Report for the year ended 31st March, 2018.

1. FINANCIAL PERFORMANCE:-

The Company''s financial performance during the year ended 31st March, 2018 compared to the previous year is summarized below:

(Amount in Rs.)

Particulars

F. Y. 2017-18

F.Y. 2016-17

Income From Operations

45,61,32,554.37

77,23,18,490.24

Other Income

113.00

10106.93

Total Income

45,61,32,667.37

77,23,28,597.17

Profit/(Loss) before tax

(38,15,840.39)

18,92,886.24

Add:/(Less): Exceptional/Extraordinary items *

71,87,120.00

0.00

Profit/(Loss) Before Tax

33,71,279.61

18,92,886.24

Less: Tax Expenses

- Current Tax

11,00,599.00

6,84,546.00

- Deferred Tax

(44,169.12)

(78,682.00)

Net Profit/(Loss) After Tax

23,14,849.73

12,87,022.24

*Note: As per IND AS 2 and IND AS 16, Stock in Trade of Land Rs. 71,87,120 has been converted into Fixed Assets and the effect has been shown as Exceptional items.

The Company has adopted Indian Accounting Standards (Ind-AS) with effect from 1st April, 2017 with the transition date of 1st April, 2016. Accordingly, financial statements for the year ended 31st March, 2018 have been prepared as prescribed for Ind-AS under Section 133 of the Companies Act, 2013 and the relevant rules. Previous year''s figures have been restated to make them comparable.

2. REVIEW OF OPERATIONS:-

The Income from Operation of your Company for the year 2018-19 was decreased to Rs. 45,61,32,554.37 as against Income Rs. 77,23,18,490.24 of the previous year. However, the Company''s Net Profit after tax has been increased to Rs. 23,14,849.73 for the year 2018-19 as against the Net Profit after tax of Rs. 12,87,022.24 of the previous year.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors have not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

5. DEPOSITS:-

During the year under review, your Company has neither accepted nor renewed any Public Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

6. BOARD OF DIRECTORS:-

Mr. Dhirajbhai Koradiya (DIN: 03371017), Mr. Shwet Koradiya (DIN: 03489858), Mr. Rameshkumar Mehta (DIN: 03362341), Mr. Mukesh Patel (DIN: 07195302) and Ms. Surbhi Mudgal (DIN: 07289164) were the Directors on the Board at the beginning of financial year. However, the following changes were occurred till the date of the approval of Directors Report.

• Mr. Rameshkumar Mehta and Mr. Mukesh Patel, Independent Directors of the Company had resigned from the post of Directorship of the Company w.e.f. 10th July, 2017 and the same has been accepted by Board of Directors in their Meeting held on 10th July, 2017.

• Mr. Jayeshkumar Pandav and Mr. Hitesh Patel had been appointed as an Additional Director of the Company in Independent capacity w.e.f. 11th July, 2017 in the Board Meeting held on 10th July, 2017.The Shareholders of the Company at the 24th AGM held on 21st September, 2017 had appointed Mr. Jayeshkumar Pandav and Mr. Hitesh Patel as an Independent Director of the Company w.e.f. 11th July, 2017 for a term of 5 years.

• Mr. Shwet Koradiya, Director of the Company liable to retire by rotation has been reappointed in the 24th Annual General Meeting of the Company held on 21st September, 2017.

• Mr. Dhirajbhai Koradiya, Chairman & Managing Director of the Company had resigned from the post of Chairmanship and Directorship of the Company w.e.f. 14th December, 2017 and the same had been accepted by the Board of Directors in Board Meeting held on 14th December, 2017.

• Mr. Shwet Koradiya, Director of the Company has been appointed as Chairman of the Company in the Board Meeting held on 12th February, 2018.

• Your Company has 4 (Four) Directors as on 31st March, 2018 namely:

1. Mr. Shwet Koradiya

- Chairman and Director

2. Ms. Surbhi Mudgal

- Independent Director

3. Mr. Hitesh Patel

- Independent Director

4. Mr. Jayeshkumar Pandav

- Independent Director

• Mr. Jayeshkumar Pandav, Independent Director of the Company had resigned from the post of Directorship of the Company w.e.f. 30th May, 2018 and the same had been accepted by the Board of Directors at the Board Meeting held on 30th May, 2018.

• Mr. Zubin Raja has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 16th July, 2018 in the Board Meeting held on 12th July, 2018 who will hold office up to the date of ensuing AGM of the Company. The Company has received a notice from Shareholder in terms of Section 160 of the Act signifying his intention to propose the appointment of Mr. Zubin Raja as a Director of the Company in Independent capacity w.e.f. 16th July, 2018 for a term of 5 (Five) years.

• As per the provisions of the Companies act, 2013, Mr. Shwet Koradiya, Chairman & Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

7. KEY MANAGERIAL PERSONNEL:-

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as mentioned below:

(i) Mrs. Mosam Mehta $ - Chief Financial Officer

(ii) Mr. Rahul Jalavadiya* - Chief Executive Officer

(iii) Ms. Krishna Naik @ - Company Secretary & Compliance Officer

- Mr. Dhirajbhai Koradiya has resigned from the post of Managing Director w.e.f. 14th December, 2017. - Mr. Nikunj Maniya has resigned from the post of Chief Financial Officer w.e.f. 26th March, 2018. - Ms. Priyanka Vadnere has resigned from the post of Company Secretary & Compliance Officer w.e.f. 26th March, 2018.

$ Mrs. Mosam Mehta has been appointed as Chief Financial Officer of the Company w.e.f. 14th August, 2018. * Mr. Rahul Jalavadiya has been appointed as Chief Executive Officer of the Company w.e.f. 15th December, 2017.

@ Ms. Krishna Naik has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 12th July, 2018.

8. DECLARATION FROM INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME THEREON:

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

Pursuant to the provisions of Regulation 25 of the SEBI Listing Regulations, the Company has formulated a programme for familiarising the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc. through various initiatives. The detail of the aforementioned programme is available on the Company''s website at www.panthinfinitv.com.

9. DIRECTORS'' RESPONSIBILITY STATEMENT;-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable Indian Accounting Standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies have been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2018 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for 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;

(iv) the annual accounts have been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively; (vi) the proper systems have been devised to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS. GUARANTEES AND INVESTMENTS:-

During the year under review, no loan or guarantee was given to any person or Body Corporate directly or indirectly by the Company and investments made by the Company are within the limits under Section 186 of the Companies Act, 2013. The details of Investments are available in notes of Financial Statements.

11. MEETINGS OF BOARD OF DIRECTORS:-

During the year under review, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings did not exceed the period prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details of which are given in the Corporate Governance Report, forming part of Annual Report. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

12. MEETINGS OF MEMBERS:-

During the year under review, 24th Annual General Meeting of the Company was held on 21st September, 2017. No Extra Ordinary General Meeting was held during the financial year.

13. AUDIT COMMITTEE:-

The details pertaining to the constitution and composition of the Audit Committee are included in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

14. BOARD EVALUATION:-

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization''s strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

15. PREVENTION OF INSIDER TRADING:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015 with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the ''Trading Window'' is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3) of the Companies Act, 2013 with regard to conservation of energy, technology absorption, foreign exchange earnings and outgo are given as below:-

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. However, Regular steps have been taken to improve energy consumption by using LED lights in office premises. Company is using inverter as alternate sources of energy. During the year, the Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

The project of your Company has no technology absorption. Hence, no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the company is NIL.

17. EXTRACT OF ANNUAL RETURN:-

As provided under Section 92(3) of the Companies Act, 2013, read with Companies (Management and Administration) Rules, 2014 the extract of the Annual Return in form MGT-9 is attached to this report as "Annexure-1". The same is being made available on the Company''s website www.panthinfinity.com.

18. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEOUACY;-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organization. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

19. POLICY;-

* RISK MANAGEMENT POLICY;-

The composition of the Risk Management Committee is not applicable to your Company. However, the Company has adopted a Risk Management policy in accordance with the provisions of the Act and Regulation 17(9) of SEBI (Listing Obligations and Disclosure Requirements). The Objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value of Stakeholders.

* VIGIL MECHANISM (WHISTLE BLOWER POLICY);-

The Company has adopted Vigil Mechanism/ Whistle Blower Policy in accordance with the Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) for Directors and employees of the Company to report concerns about unethical behavior. The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting unethical behaviour, fraud, violations, or bribery. The Company has Vigil Mechanism (Whistle Blower) Policy under which the employees are free to report violations of applicable Laws and Regulations and the Code of Conduct, the same can be accessed through the Chairman of the Audit Committee. The employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy has been uploaded on the Company''s website www.panthinfinity.com.

* REMUNERATION POLICY;-

The Company''s policy relating to Nomination and remuneration of Directors, KMPs and Senior Management as stipulated in Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, forming part of Annual Report. The Policy has been uploaded on the Company''s website www.panthinfinity.com.

20. JOINT VENTURES. SUBSIDIARIES AND ASSOCIATES:-

As on 31st March, 2018, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

21. CORPORATE SOCIAL RESPONSIBILITY;-

The provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013 are not applicable to the Company.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY;-

During the year under review, there was no related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated person. Accordingly, there are no transactions that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013.

A policy on the related party Transitions was framed and approved by the Board and the same has been posted on the Company''s website www.panthinfinitv.com.

23. PARTICULARS OF EMPLOYEES:-

Information on particulars of employees'' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be NIL as there are no employees who are in receipt of remuneration above the prescribed limit.

24. RATIO OF DIRECTORS'' REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directors'' Remuneration to Median Employees'' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as "Annexure-2".

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013:-

Your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaints were received by the Company relating to sexual harassment at workplace. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace.

26. STATUTORY AUDITORS AND REPORT;-

M/s. A Biyani & Co., Chartered Accountants (FRN: 140489W), Mumbai, were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on 21st September, 2017 to hold office for a period of five years from conclusion of that Annual General Meeting till the conclusion of 29th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act, 2013. Vide notification dated May 07, 2018; the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 25th Annual General Meeting.

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. The Auditors has not reported any matter of an offence of fraud to the Company required to be disclosed under Section 143(12) of the Companies Act, 2013.

27. INTERNAL AUDITORS AND REPORT;-

M/s. Paras S. Shah & Co., Chartered Accountants, Surat were serving as an Internal Auditor of the Company till the closer of Financial Year 2017-18. The quarterly, half-yearly and annual report from Internal Auditors were placed before the Audit Committee Meeting and Meeting of Board of Directors respectively.

On a resignation of M/s. Paras S. Shah & Co., Chartered Accountants, Surat as an Internal Auditor of the Company, the Board of Directors at their Meeting held on 12th July, 2018 has accepted his resignation and appointed M/s. D C Jariwala & Co., Chartered Accountants, Surat as an Internal Auditor of the Company pursuant to Section 138 of Indian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.

28. SECRETARIAL AUDIT REPORT;-

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Mr. Manish R. Patel, Company Secretary in Practice, Surat as a Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial Audit Report in form MR-3 is attached to this report as "Annexure-3". The report does not contain any qualifications, reservations or adverse remarks.

29. MANAGEMENT DISCUSSION AND ANALYSIS:-

The Management''s Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company''s strategy and its ability to create and sustain value to your Company''s key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report capturing your Company''s performance, industry trends and other material changes with respect to your Company is attached to this report as "Annexure - 4".

30. CORPORATE GOVERNANCE:-

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements as set out under SEBI "Listing Regulations". The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section as "Annexure -5" forming part of the Annual Report. The requisite certificate from M/s. A Biyani & Co. Chartered Accountants (FRN: 140489W), Mumbai, Statutory Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

31. MATERIAL CHANGES AND COMMITMENTS:-

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

32. CHANGE OF THE NAME OF THE COMPANY;-

After the closing of the Financial Year, the Company has obtained Shareholders'' approval for change of name of the Company from "SYNERGY BIZCON LIMITED" to "PANTH INFINITY LIMITED" by passing of Special Resolution in its Extra-Ordinary General Meeting held on 28th April, 2018.

The name of the Company has been changed from "SYNERGY BIZCON LIMITED" to "PANTH INFINITY LIMITED" consequent upon issue of fresh Certificate of Incorporation by the Registrar of Companies, Gwalior, Madhya Pradesh on 7th May, 2018.

33. SHIFTING OF THE REGISTERED OFFICE OF THE COMPANY;-

After the closing of the Financial Year, the Company has also obtained Shareholders'' approval for shifting of Registered Office of the Company from the State of Madhya Pradesh to the State of Gujarat by passing of Special Resolution in its Extra-Ordinary General Meeting held on 28th April, 2018. The Company is yet to receive approval from various Statutory Government Authorities.

34. CHANGE IN THE NATURE OF BUSINESS:-

During the year under review, there is no change in the nature of the business of the Company. However, the Board of Directors in their Board Meeting held on 12th February, 2018 has decided not to carry on business of construction and Real Estate.

After the closing of Financial Year, the Board of Directors in their Board Meeting held on 12th July, 2018 has decided to concentrate more on boundary less Business mainly based on Internet. As a part of that strategy, the Company will soon launch one of its kind e-commerce platform.

35. LISTING FEES:-

The Equity Shares of the Company are listed on the BSE Limited and the Calcutta Stock Exchange Limited. The Company has paid the applicable listing fees to the above Stock Exchanges till date.

36. RISK MANAGEMENT;-

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

38. MAINTENANCE OF COST RECORDS:-

Your company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

39. SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review, the Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

40. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets. The Company''s culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Company continues to remain the industry benchmark for talent retention.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

41. ACKNOWLEDGEMENTS AND APPRECIATIONS:-

Your Directors thank the employees at all levels for their hard work and commitment. The Board also places on record their appreciation for the continued support and co-operation received from the customers, suppliers, bankers, business partners/associates, financial institutions and regulatory bodies.

The Directors also place on record their gratitude to the Members for their continued support and confidence.

By order of the Board of Directors

For PANTH INFINITY LIMITED

Place: Surat

SHWET KORADIYA

Date: 14/08/2018

Chairman & Director

(DIN: 03489858)

REGISTERED OFFICE

404, Navneet Plaza, 5/2, O1d Palasia, Indore- 452001, Madhya Pradesh.

"ANNEXURE -1" TO DIRECTORS'' REPORT

FORM NO. MGT - 9 EXTRACT OF ANNUAL RETURN

as on financial year ended on 31st March, 2018

[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

CIN

L45201MP1993PLC007647

Registration Date

29/04/1993

Name of the Company

PANTH INFINITY LIMITED

Category/Sub Category of the Company

Public Company /Limited by Shares/Non-Govt Company

Address of the Registered Office and contact details

404, Navneet Plaza, 5/2, Old Palasia, Indore-452001, Madhya Pradesh. Tel. & Fax:- (0731) - 4202337 Email:- info@,panthinfinitv.com Website:- www.panthinfinity.com

Whether listed Company

Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any

Purva Sharegistry (India) Private Limited 9, Shiv Shakti Ind. Estates, J. R. Boricha Marg, Lower Parel (E), Mumbai - 400011, Maharashtra. Tel:- (022) 2301 6761/8261 Fax:- (022) 2301 2517 Email:- [email protected] Website:- www.purvashare.com

H. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the Business Activities contributing 10% or more of the total turnover of the Company shall be stated:

Sr. No.

Name & Description of Main Products/Services

NIC Code of Product/Service

% of total turnover of the Company

1.

Retail trading of precious stones.

4669

100%

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity):

i) Category-wise Shareholding :

Category of Shareholders

No. of Shares held at the beginning of the year (as on 01-04-2017)

No. of Shares held at the end of the year (as on 31-03-2018)

% change during the year

Demat

Physical

Total

% of total Shares

Demat

Physical

Total

% of total Shares

A. Promoters

(1) Indian

a) Individual/HUF

9,72,000

0

9,72,000

7.88

11,49,113

0

11,49,113

9.32

1.44

b) Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt. (s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

40,22,000

1,30,000

41,52,000

33.69

41,52,000

0

41,52,000

33.69

0.00

e) Banks/FI

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other

0

0

0

0.00

0

0

0

0.00

0.00

Sub- total (A) (1)

49,94,000

1,30,000

51,24,000

41.57

53,01,113

0

53,01,113

43.01

1.44

(2) Foreign

a) NRI-Individuals

0

0

0

0.00

0

0

0

0.00

0.00

b) Other Individuals

0

0

0

0.00

0

0

0

0.00

0.00

c) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

d) Banks/FI

0

0

0

0.00

0

0

0

0.00

0.00

e) Any other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (A)

(2)

0

0

0

0.00

0

0

0

0.00

0.00

Total Shareholding of Promoter

(A) = (A)(1) (A)(2)

49,94,000

1,30,000

51,24,000

41.57

53,01,113

0

53,01,113

43.01

1.44

B. Public Shareholding

(1) Institutions

a) Mutual Funds

0

0

0

0.00

0

0

0

0.00

0.00

b) Banks/FI

0

0

0

0.00

0

0

0

0.00

0.00

c) Central Govt.

0

0

0

0.00

0

0

0

0.00

0.00

d) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

e) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f) Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g) FIIs

0

0

0

0.00

0

0

0

0.00

0.00

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (B)(1):

0

0

0

0.00

0

0

0

0.00

0.00

(2) Non Institutions

a) Body Corporate

i) Indian

94,375

0

94,375

0.77

2,49,175

0

2,49,175

2.02

1.29

ii) Overseas

0

0

0

0.00

0

0

0

0.00

0.00

b) Individuals

0

0

0

0.00

0

0

0

0.00

0.00

i) Individual Shareholders holding nominal share capital upto Rs. 1 lakh

2,95,081

4,70,000

7,65,081

6.21

7,37,550

4,45,100

11,82,650

9.60

3.47

ii) Individual Shareholders holding nominal share capital in excess of Rs. 1 lakh

42,46,327

15,66,900

58,13,227

47.17

30,08,341

15,61,800

45,70,141

37.08

(10.17)

c) Others (specify)

i) N.R.I.

(Repat)

0

0

0

0.00

500

0

500

0.00

0.00

ii)HUF

3,42,391

0

3,42,391

2.78

42,19,11

0

42,1,911

3.42

0.65

iii) Clearing Members

1,85,926

0

1,85,926

1.51

5,99,510

0

5,99,510

4.46

3.32

Sub-total (B)(2):

51,64,100

20,36,900

72,01,000

58.43

50,16,987

20,06,900

70,23,887

56.96

(1.44)

Total Public Shareholding (B)=

(B)(1) (B)(2)

51,64,100

20,36,900

72,01,000

58.43

50,16,987

20,06,900

70,23,887

56.96

(1.44)

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00

0.00

Grand Total (A B C)

1,01,58,100

21,66,900

1,23,25000

100.00

10,31,800

20,06,900

1,23,25,000

100.0

0.00

ii) Shareholding of Promoters:

Shareholding at the beginning of the year (as on 01-04-2017)

Shareholding at the end of the year (as on 31-03-2018)

% change in Shareholding during the year

Sr. No

Shareholder''s Name

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total Shares

No. of Shares

% of total Shares of the Company

% of Shares Pledged / encumbered to total Shares

1

Koradiya Mile Stone Private Limited

40,22,000

32.63

0.00

40,22,000

32.63

0.00

0.00

2

Shwet Dhirajbhai Koradiya

9,32,000

7.56

0.00

11,09,113

9.00

0.00

1.44

3

Varshaben Dhirajlal Koradiya

40,000

0.32

0.00

40,000

0.32

0.00

0.00

4

Pure Broking Private Limited

1,30,000

1.05

0.00

1,30,000

1.05

0.00

0.00

Total

51,24,000

41.57

0.00

53,01,113

43.01

0.00

1.44

iii) Change in Promoters'' Shareholding ( Please Specify, if there is no change):

Sr. No.

Promoter''s Name

Shareholding at the beginning of the year (01-04-2017)

Date

Increase/ Decrease in the Shareholding

Reason

Cumulative Share holding during the year (01-04-2017 to 31-03-2018)

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Koradiya Mile Stone Private Limited

40,22,000

32.63

01/04/2017

-

-

40,22,000

32.63

31/03/2018

Nil

No Change

40,22,000

32.63

2

Shwet Dhirajbhai Koradiya

9,32,000

7.56

01/04/2017

-

-

9,32,000

7.56

25/01/2018

95000

Purchase

10,27,000

8.33

02/02/2018

82113

Purchase

11,09,113

9.00

31/03/2018

-

-

11,09,113

9.00

3

Varshaben Dhirajlal Koradiya

40,000

0.32

01/04/2017

-

-

40,000

0.32

31/03/2018

Nil

No Change

40,000

0.32

4

Pure Broking Private Limited

1,30,000

1.05

01/04/2017

-

-

1,30,000

1.05

31/03/2018

Nil

No Change

1,30,000

1.05

iv) Shareholding Pattern of top ten Shareholders between 01st April, 2017 and 31st March, 2018 (other than Directors, Promoters & holders of GDRs & ADRs):

Sr.

No.

For Each of the Top 10 Shareholders

Shareholding at the beginning of the year (01-04-2017)

Date

Increase/ Decrease in the Shareholding

Reason

Cumulative Shareholding during the year (01-04-2017 to 31-03-2018)

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

1.

Jainam Share Consultants Pvt. Ltd - Collateral Account

30,028

0.24

01/04/2017

-

-

30,028

0.24

07/04/2017

50

Purchase

30,078

0.24

14/04/2017

1,106

Purchase

31,184

0.25

21/04/2017

-300

Sell

30,884

0.25

28/04/2017

500

Purchase

31,384

0.25

05/05/2017

225

Purchase

31,609

0.26

19/05/2017

19,878

Purchase

51,487

0.42

26/05/2017

16,949

Purchase

68,436

0.56

02/06/2017

17,385

Purchase

84,821

0.70

09/06/2017

34,281

Purchase

1,20,102

0.97

16/06/2017

22,599

Purchase

,42,701

.16

23/06/2017

3,542

Purchase

,46,243

.19

30/06/2017

1,071

Purchase

,47,314

.20

07/07/2017

17,656

Purchase

,64,970

.34

14/07/2017

1,270

Purchase

,66,240

.35

21/07/2017

4,820

Purchase

,71,060

.39

28/07/2017

7,123

Purchase

,78,183

.45

04/08/2017

5,679

Purchase

,83,862

.49

11/08/2017

1,430

Purchase

,85,292

.50

25/08/2017

2,200

Purchase

,87,515

.52

01/09/2017

-19,967

Sell

,67,548

.36

08/09/2017

4,020

Purchase

,71,568

.39

15/09/2017

4,150

Purchase

,75,718

.43

22/09/2017

9,781

Purchase

,85,499

.51

30/09/2017

10,720

Purchase

,96,219

.59

06/10/2017

11,000

Purchase

2,07,219

.68

13/10/2017

9,771

Purchase

2,16,990

.76

20/10/2017

1,280

Purchase

2,18,270

.77

27/10/2017

-29,491

Sell

1,88,779

.53

31/10/2017

-286

Sell

1,88,493

.53

10/11/2017

2,000

Purchase

1,90,493

.55

17/11/2017

6,100

Purchase

1,96,593

.60

24/11/2017

11,200

Purchase

2,07,793

.69

01/12/2017

3,000

Purchase

21,093

.71

08/12/2017

6,950

Purchase

2,17,743

.77

15/12/2017

21,902

Purchase

2,39,645

.94

22/12/2017

20,210

Purchase

2,59,855

2.11

29/12/2017

40,109

Purchase

2,99,964

2.43

05/01/2018

46,615

Purchase

3,46,579

2.81

12/01/2018

27,390

Purchase

3,73,969

3.03

19/01/2018

31,412

Purchase

4,05,381

3.29

25/01/2018

-4,700

Sell

4,00,681

3.25

02/02/2018

10,595

Purchase

4,11,276

3.34

09/02/2018

12,114

Purchase

4,23,390

3.44

16/02/2018

9,775

Purchase

4,33,165

3.51

23/02/2018

10,748

Purchase

4,43,913

3.60

02/03/2018

3,992

Purchase

4,47,905

3.63

09/03/2018

10,391

Purchase

4,58,296

3.72

16/03/2018

9,905

Purchase

4,68,201

3.80

23/03/2018

1,955

Purchase

4,70,156

3.81

30/03/2018

2,400

Purchase

4,72,556

3.83

31/03/2018

-

-

4,72,556

3.83

2.

Rahul V. Mehta

97 ,000

0.79

01/04/2017

-

-

97,000

0.79

01/12/2017

1,20,350

Purchase

2,17,350

1.76

31/03/2018

-

-

2,17,350

1.76

3.

Rameshkumar

Premchand Mehta

0

0.00

01/04/2017

-

-

0

0

01/09/2017

1,16,000

Purchase

1,16,000

0.94

31/03/2018

-

-

1,16,000

0.94

4.

Shyam Stocks &

Financiers Private

Limited

0

0.00

01/04/2017

-

-

0

0

21/04/2017

1,000

Purchase

1,000

0.01

28/04/2017

1,000

Purchase

2,000

0.02

19/05/2017

1,15,000

Purchase

,17,000

0.95

26/05/2017

13,038

Purchase

,30,038

1.06

02/06/2017

-35,038

Sell

95,000

0.77

23/06/2017

36,000

Purchase

,31,000

1.06

11/08/2017

-2,000

Sell

,29,000

1.05

12/01/2018

-15,000

Sell

,14,000

0.92

30/03/2018

-7,250

Sell

,06,750

0.87

31/03/2018

-

-

,06,750

0.87

5.

Fort Share

Broking Pvt Ltd

50,000

0.47

01/04/2017

-

-

50,000

0.47

07/04/2017

50,000

Purchase

,00,000

0.81

05/05/207

35,000

Purchase

,35,000

.10

12/05/2017

32,373

Purchase

,67,373

.36

26/05/2017

17,589

Purchase

,84,962

.50

02/06/2017

14,038

Purchase

,99,000

.61

18/08/2017

-7,000

Sell

,92,000

.56

05/01/2018

-15,000

Sell

,77,000

.44

12/01/2018

2,925

Purchase

,79,925

.46

19/01/2018

7,792

Purchase

,87,717

.52

25/01/2018

660

Purchase

,88,377

.53

16/02/2018

-20,000

Sell

,68,377

.37

23/02/2018

-30,500

Sell

,37,877

.12

02/03/2018

31,000

Purchase

,68,877

.37

30/03/2018

-8,250

Sell

,60,627

.30

31/03/2018

-

-

1,60,627

1.30

6.

Sanket Sevantilal

Mehta

0

0.00

01/04/2017

-

-

0

0.0

01/09/2017

91,650

Purchase

91,650

0.74

31/03/2018

-

-

91,650

0.74

7.

Edelweiss

29,262

0.24

01/04/2017

-

-

29,262

0.24

Broking Ltd

07/04/2017

-18,705

Sell

10,557

0.09

21/04/2017

2,412

Purchase

12,969

0.11

28/04/2017

1,356

Purchase

14,325

0.12

05/05/2017

19,528

Purchase

33,853

0.27

12/05/2017

19,985

Purchase

53,838

0.44

19/05/2017

-4,334

Sell

49,504

0.40

26/05/2017

-14,377

Sell

35,127

0.29

02/06/2017

46,870

Purchase

81,997

0.67

09/06/2017

17,568

Purchase

99,565

0.81

16/06/2017

-4,849

Sell

94,716

0.77

23/06/2017

-203

Sell

94,513

0.77

30/06/2017

13,340

Purchase

1,07,853

0.88

07/07/2017

-7,541

Sell

1,00,312

0.81

14/07/2017

7,167

Purchase

1,07,479

0.87

21/07/2017

-8,344

Sell

99,135

0.80

28/07/2017

-4,601

Sell

94,534

0.77

04/08/2017

-265

Sell

94,269

0.76

11/08/2017

34

Purchase

94,303

0.77

18/08/2017

6,433

Purchase

1,00,736

0.82

25/08/2017

-10,769

Sell

89,967

0.73

01/09/2017

-1,832

Sell

88,135

0.72

08/09/2017

-9,718

Sell

78,417

0.64

15/09/2017

166

Purchase

78,583

0.64

22/09/2017

2,112

Purchase

80,695

0.65

29/09/2017

357

Purchase

81,052

0.66

30/09/2017

-392

Sell

80,660

0.65

06/10/2017

5,496

Purchase

86,156

0.70

13/10/2017

-2,000

Sell

84,156

0.68

27/10/2017

625

Purchase

84,781

0.69

31/10/2017

3,990

Purchase

88,771

0.72

10/11/2017

-941

Sell

87,830

0.71

17/11/2017

1,640

Purchase

89,470

0.73

24/11/2017

-17,512

Sell

71,958

0.58

01/12/2017

-2,466

Sell

69,492

0.56

08/12/2017

-781

Sell

68,711

0.56

15/12/2017

941

Purchase

69,652

0.57

22/12/2017

1,812

Purchase

71,464

0.58

29/12/2017

-2,754

Sell

68,710

0.56

05/01/2018

-2,769

Sell

65,941

0.54

12/01/2018

-2,132

Sell

63,809

0.52

19/01/2018

-148

Sell

63,661

0.52

25/01/2018

-841

Sell

62,820

0.51

02/02/2018

2,888

Purchase

65,708

0.53

09/02/2018

-19

Sell

65,689

0.53

16/02/2018

-5,000

Sell

60,689

0.49

02/03/2018

-2,170

Sell

58,519

0.47

16/03/2018

12,582

Purchase

71,101

0.58

23/03/2018

8,751

Purchase

79,852

0.65

30/03/2018

-5,901

Sell

73,951

0.60

31/03/2018

-

-

73,951

0.60

8.

Dipeshkumar Mohanlal Shah

70,000

0.57

01/04/2017

-

-

70,000

0.57

31/03/2018

Nil

No Change

70,000

0.57

9.

Mamta Rajeshkumar Shah

70,000

0.57

01/04/2017

-

-

70,000

0.57

31/03/2018

Nil

No Change

70,000

0.57

10.

Halvadiya Bhaveshkumar Maheshbhai

0

0.00

01/04/2017

-

-

0

0.00

21/01/2018

42,000

Purchase

42,000

0.34

09/03/2018

22,000

Purchase

64,000

0.52

31/03/2018

64,000

Purchase

64,000

0.52

(Note: The details of holding of above Top Ten Shareholders are as on 31st March, 2018 and the same have been clubbed based on PAN.)

v) Shareholding of Directors and Key Managerial Personnel:

Sr. No.

For Each of the Directors & KMP

Shareholding at the beginning of the year (01-04-2017)

Date

Increase/ Decrease in the Sharehol ding

Reason

Cumulative Shareholding during the year (01-04-2017 to 31-03-2018)

No. of Shares

% of total Shares of the Company

No. of Shares

% of total Shares of the Company

1

Dhirajbhai Koradiya, Chairman & Managing Director %

0

0

Nil

No Change

N.A.

N.A.

2

Shwet Koradiya, Chairman & Director

9,32,000

7.56

01/04/2017

-

-

9,32,000

7.56

25/01/2018

95000

Purchase

10,27,000

8.33

02/02/2018

82113

Purchase

11,09,113

9.00

31/03/2018

-

-

1109113

9.00

3

Rameshkumar Mehta, Non-Executive Independent Director &

0

0

Nil

No Change

N.A.

N.A.

4

Mukesh Patel, Non-Executive Independent Director &

0

0

Nil

No Change

N.A.

N.A.

5

Surbhi Mudgal, Non-Executive Independent Director

0

0

Nil

No Change

0

0

6

Hitesh Patel, Non-Executive Independent Director @

N.A.

N.A.

Nil

No Change

0

0

7

Jayeshkumar Pandav, Non-Executive Independent Director

@@

N.A.

N.A.

Nil

No Change

0

0

8

Rahul Jalavadiya, CEO

*

N.A.

N.A.

-

Nil

No Change

0

0

9

Nikunj Maniya, CFO £

0

0

-

Nil

No Change

N.A.

N.A.

10

Priyanka Vadnere, Company Secretary £

0

0

-

Nil

No Change

N.A.

N.A.

% Ceased w.e.f. 14/12/2017

& Ceased w.e.f. 10/07/2017

@ Appointed w.e.f. 11/07/2017

@@ Appointed w.e.f. 11/07/2017 and ceased w.e.f. 30/05/2018

* Appointed w.e.f. 15/12/2017

£ Ceased w.e.f. 26/03/2018

V) INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

Nil

Nil

Nil

Nil

ii) Interest due but not paid

Nil

Nil

Nil

Nil

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i ii iii)

Nil

Nil

Nil

Nil

Change in Indebtedness during the financial year

• Addition

Nil

Nil

Nil

Nil

• Reduction

Nil

Nil

Nil

Nil

Net Change

Nil

Nil

Nil

Nil

Indebtedness at the end of the financial year

i) Principal Amount

Nil

Nil

Nil

Nil

ii) Interest due but not paid

Nil

Nil

Nil

Nil

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i ii iii)

Nil

Nil

Nil

Nil

VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No.

Particulars of Remuneration

Name of the MD/WTD/Manager

Total Amount

Mr. Dhirajbhai Koradiya, Chairman & Managing Director @

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

Nil

Nil

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

Nil

Nil

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Nil

Nil

2

Stock option

Nil

Nil

3

Sweat Equity

Nil

Nil

4

Commission

Nil

Nil

- as % of profit

Nil

Nil

- others (specify)

Nil

Nil

5

Others, please specify

Nil

Nil

Total (A)

Nil

Nil

Ceiling as per the Act

N.A.

@ Ceased w.e.f. 14/12/2017

B. Remuneration to other Directors:

Sr. No.

Particulars of Remuneration

Name of the Directors

Total Amount

Mr. Rameshkumar Mehta $

Mr. Mukesh Patel $

Ms. Surbhi Mudgal

Mr. Hitesh Patel &

Mr. Jayeshkumar Pandav &

1

Independent Directors

(a) Fee for attending Board Committee Meetings

Nil

Nil

28,000

34,000

34,000

96,000

(b) Commission

Nil

Nil

Nil

Nil

Nil

Nil

(c ) Others, please specify

Nil

Nil

Nil

Nil

Nil

Nil

Total (1)

Nil

Nil

28,000

34,000

34,000

96,000

2

Other Non-Executive Directors

Mr. Shwet Koradiya, Chairman & Director

(a) Fee for attending Board Committee Meetings

Nil

Nil

(b) Commission

Nil

Nil

(c) Others, please specify

Nil

Nil

Total (2)

Nil

Nil

Total (B)=(l 2)

N.A.

96,000

Total Managerial Remuneration (A B)

96,000

Overall Ceiling as per the Act

$ Ceased w.e.f. 10/07/2017 & Appointed w.e.f. 10/07/2017

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:

Sr. No.

Particulars of Remuneration

Key Managerial Personnel

Company Secretary

CEO

CFO

Total

Ms. Priyanka Vadnere @

Mr. Rahul Jalavadiya #

Mr. Nikunj Maniya @

1

Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

2,81,500

1,57,500

2,15,000

6,54,000

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

Nil

Nil

Nil

Nil

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961

Nil

Nil

Nil

Nil

2

Stock Option

Nil

Nil

Nil

Nil

3

Sweat Equity

Nil

Nil

Nil

Nil

4

Commission

- as % of profit

Nil

Nil

Nil

Nil

- others, specify

Nil

Nil

Nil

Nil

5

Others, please specify

Nil

Nil

Nil

Nil

Total

2,81,500

1,57,500

2,15,000

6,54,000

@ Ceased w.e.f. 26/03/2018. # Appointed w.e.f. 15/12/2017.

VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment / Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give details)

A. COMPANY

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

B. DIRECTORS

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

C. OTHER OFFICERS IN DEFAULT

Penalty

Nil

Nil

Nil

Nil

Nil

Punishment

Nil

Nil

Nil

Nil

Nil

Compounding

Nil

Nil

Nil

Nil

Nil

By Order of the Board of Directors

For PANTH INFINITY LIMITED

Place: Surat

SHWET KORADIYA

Date: 14/08/2018

Chairman & Director

DIN: 03489858

"ANNEXURE - 2" TO THE DIRECTORS'' REPORT

RATIO OF DIRECTORS'' REMUNERATION TO MEDIAN EMPLOYEES'' REMUNERATION AND OTHER DISCLOSURE

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

(i) The Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Sr. No.

Name of Directors

Designation

Remuneration (In Rs.)

Sitting Fees (In Rs.)

Ratio to median remuneration

1

Mr. Shwet Koradiya

Chairman & Director

-

-

-

2

Ms. Surbhi Mudgal

Independent Director

-

28,000

2

Mr. Hitesh Patel

Independent Director

-

34,000

3

Mr. Jayeshkumar Pandav

Independent Director

-

34,000

(ii) The median remuneration of the Company for all its employees is Rs. 2,52,000 for the financial year 2017-18.

(iii) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary or Manager, if any, in the financial year: During the year, no increment in remuneration paid to any Directors and Chief Financial Officer. However, there is an increment in the Remuneration of Company Secretary, details of which are as under:

Sr. No.

Name of Director /KMP

Designation

Remuneration

an RS.)

% increase in Remuneration

1

Ms. Priyanka Vadnere

Company Secretary

3,00,000

13.64%

(iv) The Percentage increase in the median remuneration of employees in the financial year 2017-18 is Nil.

(v) The number of permanent employees on the rolls of Company at the end of the financial year 2017-18 are 8.

(vi) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Average percentile increase already made in the salaries of the employees other than the managerial personnel in the last financial year was NIL. However, percentile increase in the remuneration of Managerial Personnel was 13.64%. Hence, comparison is not provided.

(vii) Affirmation, that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration is as per the remuneration policy for Directors, Key Managerial Personnel and other employees.

By order of the Board of Directors

For PANTH INFINITY LIMITED

Place: Surat

SHWET KORADIYA

Date: 14/08/2018

Chairman & Director

DIN: 03489858

FORM NO. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies ___________(Appointment and Remuneration of Managerial Personnel) Rules, 2014]___________

To,

The Members,

Panth Infinity Limited

(Formerly known as Synergy Bizcon Limited) (CIN: L45201MP1993PLC007647) 404, Navneet Plaza, 5/2, Old Palasia, Indore - 452001, Madhya Pradesh

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Panth Infinity Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018, complied with the statutory provisions of the applicable acts listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under to the extent applicable.

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure requirements) Regulations, 2009 (Not applicable as the Company has not issued any securities);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable as the Company has not formulated any Employee Stock Option Scheme and Employee Stock Purchase Scheme);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008 (Not applicable as the Company has not issued any debts securities which were listed);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent);

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable as the Company has not opted for delisting); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable as the Company has not done any Buyback of Securities).

(vi) The Company is not attracting any sector specific laws.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (with respect to Board and General Meetings) issued by The Institute

of Company Secretaries of India, (ii) The Listing Agreement entered into by the Company with Stock Exchanges read with

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and proper system is in place which facilitates/ensure to capture and record the dissenting member''s views, if any, as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the year, the Company has not taken specific actions/decisions having major bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, etc. referred to above.

I further report that after closing of the financial year 31st March, 2018, following changes have been occurred:

(i) The name of the Company has been changed from "Synergy Bizcon Limited" to "Panth Infinity Limited" consequent upon issue of Fresh Certificate of Incorporation by the Registrar of Companies, Gwalior, Madhya Pradesh on 7th May, 2018.

(ii) The Company has initiated the procedure of shifting of Registered Office from the State of Madhya Pradesh to the State of Gujarat. The Company is yet to receive approval from various Statutory Government Authorities.

Date: 14/08/2018 MANISH R. PATEL
Place: Surat Company Secretary in Practice
ACS No: 19885
COP No. : 9360

This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

Annexure A

To,

The Members,

Panth Infinity Limited

(Formerly known as Synergy Bizcon Limited) (CIN: L45201MP1993PLC007647) 404, Navneet Plaza, 5/2, Old Palasia, Indore - 452001, Madhya Pradesh

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test check basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Date: 14/08/2018

MANISH R. PATEL

Place: Surat

Company Secretary in Practice

ACS No: 19885

COP No. : 9360


Mar 31, 2016

DIRECTORS’ REPORT

To

The Members,

The Directors are pleased to present the 23rd Annual Report of your Company together with the Audited Financial Statements and Auditors’ Report for the year ended 31st March, 2016.

1. FINANCIAL PERFORMANCE :-

The financial performance of the Company is summarized as below:

_(Amount in Rs.)

Particulars

2015-16 (12 months)

2014-15 (9 months)

Revenue From Operations

85,22,54,885

16,46,52,460

Other Income

101

63

Total Income

85,22,54,986

16,46,52,523

Profit/(Loss) before tax & Exceptional/Extraordinary Items

37,20,755

(4,96,289)

Less:

Exceptional/Extraordinary items

5,19,600

-

Profit/(Loss) Before Tax

32,01,155

(4,96,289)

Less:

Tax Expense

9,35,320

7,034

Deferred Tax

10,008

19,123

Net Profit/(Loss) After Tax

22,55,827

(5,22,446)

2. REVIEW OF OPERATIONS :-

The Net Income of your Company for the year 2015-16 was increased to Rs. 8522.55 Lakh as against Rs. 1646.53 Lakh of the previous year. However, the Company has made a Net Profit After Tax of Rs. 22.56 Lakh for the year 2015-16 as against the Net Loss After Tax of Rs. 5.22 Lakh of the previous year.

3. DIVIDEND :-

The Directors have not recommended any Dividend on Equity Shares of the Company.

4. FIXED DEPOSITS :-

The Company has not accepted or renewed any Fixed Deposit within the meaning of Section 73 of the

Companies Act, 2013.

5. BOARD OF DIRECTORS :-

- Mr. Dipesh Adani, Independent Director of the Company had resigned from the post of Directorship of the Company w.e.f. 19th June, 2015. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by him during his tenure as a Director.

- Mr. Mukesh Patel, after recommendation by the Nomination and Remuneration Committee, has been appointed by the Board as an Additional Independent Director of the Company w.e.f. 19th June, 2015. In the 22nd Annual General Meeting, he was appointed as a Regular Independent Director of the Company.

- Mr. Shwet Koradiya, Director/CFO of the Company liable to retire by rotation has been reappointed in 22nd Annual General Meeting of the Company held on 29th September, 2015.

- Mrs. Chetnaben Adani, Independent Director of the Company had resigned from the Directorship of the Company w.e.f. 6th November, 2015. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by her during her tenure as Director.

- Ms. Surbhi Mudgal, after recommendation by the Nomination and Remuneration Committee, was appointed by the Board as an Additional Independent Director of the Company w.e.f. 6th November,

2015 who hold office up to the date of ensuing AGM as an Additional Director. The Company has received a notice from Shareholder in terms of Section 160 of the Act signifying its intention to propose the appointment of Ms. Surbhi Mudgal as an Independent Director w.e.f. 6th November, 2015.

- As per the provisions of the Companies act, 2013, Mr. Dhirajbhai Koradiya, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

6. INDEPENDENT DIRECTORS :-

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

As per Regulation 25 (7) of the Listing Regulations, Familiarization Program has been carried out by the Company for the Independent Directors details of which has been posted on Company’s website www.sbcl.co.in.

7. KEY MANAGERIAL PERSONNEL :-

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and Section 203 of the Companies Act, 2013 are as follows:

(i) Mr. Dhirajbhai Koradiya - Managing Director

(ii) Mr. Shwet Koradiya @ - CFO

(iii) Mr. Nikunj Maniya & - CFO

(iv) Mr. Vishal Dholiya # - Company Secretary

(v) Ms. Priyanka Vadnere - Company Secretary

@ Mr. Shwet Koradiya has resigned from the post of CFO w.e.f. 31st May, 2016.

& Mr. Nikunj Maniya has appointed as CFO w.e.f. 1st June, 2016.

# Mr. Vishal Dholiya has resigned from the post of Company Secretary w.e.f. 19th June, 2015.

The Board has appointed Ms. Priyanka Vadnere as a Compliance Officer w.e.f. 19th June, 2015 and Company Secretary w.e.f. 13th August, 2015. At present, she is acting as Company Secretary and Compliance Officer of the Company.

8. DIRECTORS’ RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that -

(i) in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies had been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2016 and of the profit of the Company for that period;

(iii) proper and sufficient care have been taken for 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;

(iv) the annual accounts had been prepared on a “going concern” basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively;

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

9. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS :-

During the Financial Year 2015-16, no loan or guarantee was given to any person or body corporate directly or indirectly by the Company and investments made by the Company are within the limits under Section 186 of the Companies Act, 2013.

10. BOARD MEETINGS :-

During the year under review, 8 (Eight) Board Meetings were held and the intervening gap between the Meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

11. AUDIT COMMITTEE:-

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

12. BOARD EVALUATION:-

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed by the SEBI Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :-

The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. However, Regular steps have been taken to improve energy consumption by using LED lights in office premises. Company is using invertors as alternate sources of energy. During the year, the Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

The project of your Company has no technology absorption. Hence, no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the company is NIL.

14. EXTRACT OF ANNUAL RETURN:-

As provided under Section 92(3) of the Companies Act, 2013, the extract of the Annual Return in form MGT-9 is attached to this report as “Annexure-1”.

15. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the organisation. The Internal Audit Department monitors and evaluates the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

16. POLICY:-

- RISK MANAGEMENT POLICY :-

A Risk Management policy was framed and approved by the Board. The Objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value of Stakeholders.

- VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has adopted Vigil Mechanism/ Whistle Blower Policy in accordance with the Section 177 of the Companies Act, 2013 and Regulation 22 of the Listing Regulation. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports. The Vigil Mechanism/ Whistle Blower Policy have been uploaded on the Company’s website www.sbcl.co.in.

- REMUNERATION POLICY:-

The Company’s policy relating to remuneration of Directors, KMPs and Senior Management as stipulated in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report.

17. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

During the year, Your Company has sold entire 27.79% stake in Equity Shares of Mehta Polytex Limited for a consideration of Rs. 38.10 Lakh and thus Mehta Polytex Limited was ceased to be an Associate Company w.e.f. 25th February, 2016.

As on 31st March, 2016, the Company does not have any Joint Ventures, Subsidiaries and Associates Company.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered during the financial year were on the arm’s length basis and were in the ordinary course of business. There were no materially significant related party transitions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated person. Accordingly, there are no transactions that are required to be reported in form AOC-2 in terms of Section 134 of the Companies Act, 2013.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. A policy on the related party Transitions was framed approved by the Board and posted on the Company’s website www.sbcl.co.in.

However, you may refer to Related Party transactions, as per the Accounting Standards, in the Notes forming part of financial statements.

19. PARTICULARS OF EMPLOYEES:-

There are no employees drawing remuneration as per limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel).

20. RATIO OF DIRECTORS’ REMUNERATION TO MEDIAN EMPLOYEES’ REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directors’ Remuneration to Median Employees’ Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as “Annexure-2”.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:-

During the Financial Year 2015-16, no complaints were received by the Company relating to sexual harassment.

22. SECRETARIAL AUDIT REPORT:-

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Mr. Manish R. Patel, Company Secretary in Practice, Surat as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial Audit Report in form MR-3 is attached to this report as “Annexure-3”.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2015-16 which call for any explanation from the Board of Directors.

23. MANAGEMENT DISCUSSION AND ANALYSIS:-

The Management Discussion and Analysis Report is attached to this report as “Annexure - 4”.

24. CORPORATE GOVERNANCE:-

In compliance with all the provisions of Corporate Governance as stipulated in Regulations under Chapter IV of SEBI the Listing Regulations, a separate report on Corporate Governance Report along with requisite Certificate from the Auditors of the Company confirming the Compliance of the conditions of Corporate Governance is attached to this report as “Annexure - 5”.

25. STATUTORY AUDITORS:-

The Auditors, M/s. Rajesh Shantilal Jain & Co., Chartered Accountants, Indore retire at the ensuing Annual General Meeting and being eligible; offer themselves for reappointment for a period of this Annual General Meeting till the conclusion of next Annual General Meeting. Further, as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Rajesh Shantilal Jain & Co., have confirmed their consent as well as eligibility to act as Auditor of the Company.

The Auditors’ Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

26. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:-

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

27. CHANGE IN THE NATURE OF BUSINESS:-

There is no change in the nature of the business of the Company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

29. HUMAN RESOURCES:-

The Company treats its “Human Resources” as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. ACKNOWLEDGEMENTS: -

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels.

The Directors also place on record their gratitude to the Members for their continued support and confidence.

By order of the Board of Directors

For SYNERGYBIZCON LIMITED

Place: Surat DHIRAJBHAI KORADIYA

Date: 12.08.2016 Chairman & Managing Director

DIN:03371017

REGISTERED OFFICE

404, Navneet Plaza,

5/2, Old Palasia,

Indore - 452001,

Madhya Pradesh.


Mar 31, 2015

To

The Members,

The Directors are pleased to present the 22nd Annual Report of your Company together with the Audited Financial Statements and Auditors' Report for the Period ended on 31st March, 2015.

1. FINANCIAL PERFORMANCE:-

The financial performance of the Company for the year ended 31st March, 2015 is summarized below:

(Amount in Rs.)

Particulars 2014-15 2013-14 (9 months) (9 months)

Revenue From Operations 16,46,52,460 5,16,12,045

Other Income 63 2,01,772

Profit/(Loss) before tax & Exceptional /extraordinary Items (4,96,289) (1,21,86,348)

Less:

Exceptional/Extraordinary items - -

Profit/(Loss) Before Tax (4,96,289) (1,21,86,348)

Less:

Tax Expense (7,034) 1,70,614

Deferred Tax (19123) 0

Net Profit/(Loss) After Tax (5,22,446) (1,23,56,962)

2. REVIEW OF OPERATIONS:-

The Net Income of your Company for the year 2014-15 was increased to Rs.1646.53 Lakh as against Rs. 518.14 Lakh of the previous year. However, the Company has made a Net Loss after tax of Rs. 5.22 Lakh for the year 2014-15 as against the net loss after tax of Rs. 123.57 Lakh of the previous year.

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors' Report.

3. FINANCIAL YEAR OF THE COMPANY:-

As per definition of the "Financial Year" given in Section 2(41) of the new Companies Act, 2013, financial year of the Company must be ended on 31st March of following year, in respective whereof financial statement of the Company is made up. Further, every existing Company shall within a period of 2 years align its financial year as per the provisions of this act.

In order to align current financial year of the Company as per the new definition of the Financial Year, Board of Directors of your Company has decided in their meeting held on 14th November, 2014 to reduce Current financial year by 3 months and financial year 2014-15 shall remain of 9 months i.e. commence from 1st July, 2014 and ended on 31st March, 2015.

4. DIVIDEND:-

The Directors have not recommended any dividend on equity shares of the Company.

5. BOARD OF DIRECTORS:-

- Mr. Paras Doshi, Independent Director of the Company had resigned from the Directorship of the Company w.e.f 14th November, 2014. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by him during his tenure as Director.

- Mr. Shwet Koradiya, Director of the Company liable to retire by rotation has been reappointed in 21st Annual General Meeting of the Company held on 31st December, 2014.

- As per the provisions of the Companies act, 2013, Mr. Shwet Koradiya, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

- Mr. Dipesh Adani, Independent Director of the Company had resigned from the Directorship of the Company w.e.f. 19th June, 2015. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by him during his tenure as Director.

- Mr. Mukesh Patel, after recommendation by the Nomination and Remuneration Committee, was appointed by the Board as an Additional Director of the Company w.e.f. 19th June, 2015 who hold office only upto the date of ensuing AGM. Notice has been received together with necessary deposit propose his candidature for appointment of Independent Director w.e.f. 19th June, 2015. Further, he is qualified to be appointed as an Independent Director of the Company.

- Mr. Mukesh Patel has appointed as member of Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee and Independent Director Committee.

6. INDEPENDENT DIRECTORS:-

During the year under review, the members approved the appointments of Mr. Dipeshkumar Adani, Mr. Rameshkumar Mehta and Mrs. Chetnaben Adani as an Independent Directors for a period of 5 years and they are not liable to retire by rotation under Section 149(7) of the Companies Act, 2013.

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Company has also carried out Familiarisation Program for the Independent Directors, a detail of which is posted on Company's website www.sbcl.co.in.

7. KEY MANAGERIAL PERSONNEL -

During the year, following persons act as KMP of the Company.

(i) Mr. Dhirajbhai Koradiya - Managing Director

(ii) Mr. Shwet Koradiya - Director/CFO

(iii) Mr. Dipesh Mistry - Company Secretary

(iv) Mr. Vishal Dholiya - Company Secretary

Reappointment of Mr. Dhirajbhai Koradiya as Managing Director for a further period of 5 years w.e.f. 11th January, 2014 has been confirmed by the shareholders of the Company in 21st Annual General Meeting held on 31st December, 2014.

Mr. Dipesh Mistry has resigned from the post of Company Secretary w.e.f. 28th August, 2014 and Mr. Vishal Dholiya has been appointed as Company secretary w.e.f. 28th August, 2014.

However, Mr. Vishal Dholiya has resigned from the post of Company Secretary w.e.f. 19th June, 2015.

The Board has appointed Ms. Priyanka Vadnere as a Compliance Officer w.e.f. 19th June, 2015 and Company Secretary w.e.f. 13th August, 2015. At present, she is acting as Company Secretary and Compliance Officer of the Company.

8. DIRECTORS' RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm that-

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and no material departures have been made for the same;

(ii) appropriate accounting policies had been selected and applied them consistently and judgments and estimates have been made 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 31st March, 2015 and of the loss of the company for that period;

(iii) proper and sufficient care have been taken for 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;

(iv) the annual accounts had been prepared on a "going concern" basis;

(v) the proper internal financial controls are laid down and are adequate and operating effectively.

(vi) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

9. LISTING ON THE STOCK EXCHANGES:-

At present, the Company's equity shares are listed with the Bombay Stock Exchange Limited and the Calcutta Stock Exchange Limited for which the Company has paid necessary listing fees for the Financial Year 2015-16.

10. FIXED DEPOSITS:-

The Company has not accepted or renewed any Fixed Deposit within the meaning of Section 73 of the Companies Act, 2013.

11. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

Particulars of Investments are provided in the notes to the financial statements of the Company.

12. PARTICULARS OF EMPLOYEES:-

Particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 are not annexed since there are no employees drawing remuneration of more than Rs. 60,00,000/- per annum during the year under review, if employed for full year or more than Rs. 5,00,000/- per month, if employed for part of the year.

13. MEETINGS:-

Financial year of the Company was Commenced from 01-07-2014 and ending on 31-03-2015. Hence, during the said financial year, 3 (Three) Board Meetings and 3 (Three) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Besides the above, several Committee Meetings of the Board were held during the financial year 2014-15, the detailed information of which is also included in the Corporate Governance Report.

14. AUDIT COMMITTEE:-

The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

15. BOARD EVALUATION:-

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own, the Directors individually and the various Committees. The Performance evaluation of the Chairman, Non Independent Directors and the Board as a whole was also carried out by the Independent Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of section 134(3)(m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:-

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. Regular steps have been taken to improve energy consumption.

B. Technology Absorption:

The project of your Company has no technology absorption. Hence, no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditures of the company is NIL.

17. EXTRACT OF ANNUAL RETURN:-

As provided under Section 92(3) of the Companies Act, 2013, the extract of the Annual Return in form MGT-9 is attached to this report as "Annexure-1".

18. INTERNAL FINANCIAL CONTROL:-

The Company has adequate Internal Financial Control System, that commensurate with the size, scale and complexity of its operations. The Management evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company on ongoing basis.

19. POLICY:-

- RISK MANAGEMENT POLICY:-

A Risk Management policy was framed and approved by the Board. The Objective of this policy is to minimize the adverse impact of various risks to business goals and objectives and to enhance the value of stakeholders.

- VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Vigil Mechanism of the company incorporates a Whistle Blower Policy in terms of provisions of the Companies Act, 2013 and listing agreement with stock Exchanges. It aims to provide an avenue for employees through this policy to raise their concerns on any violation of legal or regulatory requirements, suspicious fraud, misfeasance, misrepresentation of any financial statements and reports.

- REMUNERATION POLICY:-

On recommendation of the Nomination & Remuneration Committee, the Board has adopted a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance Report.

20. JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules 2014, the statement containing salient features of the financial statements of the Company's Associates in form AOC-1 is attached to this Report as "Annexure- 2".

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered during the financial year were on the arm's length basis and were in the ordinary course of business. There were no materially significant related party transitions entered into by the Company with promoters, Directors, Key Managerial Personnel conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. A policy on the related party Transitions was framed, approved by the Board and posted on the Company's website www.sbcl.co.in and the particulars of every contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including arm's length transactions under third proviso thereto in prescribed Form AOC-2 is attached to this report as "Annexure-3".

22. RATIO OF DIRECTORS' REMUNERATION TO MEDIAN EMPLOYEES' REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directors' Remuneration to Median Employees' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as "Annexure-4".

23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:-

In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year, no complaints were received by the Company relating to sexual harassment.

24. SECRETARIAL AUDIT REPORT:-

Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company has appointed Mr. Manish R. Patel, Company Secretary in Practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Secretarial Audit Report in form MR-3 is attached to this report as "Annexure-5".

25. MANAGEMENT DISCUSSION AND ANALYSIS:- The Management Discussion and Analysis Report is attached to this report as "Annexure – 6".

26. CORPORATE GOVERNANCE:-

Your Company continues to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders - shareholders, employees, customers, suppliers and others. Your Company believes that Fairness, Transparency, Responsibility and Accountability are the four key elements of corporate governance. The Corporate Governance Report along with requisite certificate from the Auditors of the Company confirming Compliance with the conditions of corporate governance is attached to this report as "Annexure – 7".

27. STATUTORY AUDITORS:-

The Auditors, M/s. Rajesh Shantilal Jain & Co., Chartered Accountants, Indore retire at the ensuing Annual General Meeting and being eligible; offer themselves for reappointment for a period of this Annual General Meeting till the conclusion of next Annual General Meeting. Further, as required under the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, M/s. Rajesh Shantilal Jain & Co., have confirmed their consent as well as eligibility to act as Auditor of the Company.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:-

There were no significant material orders passed by the regulations/Courts which would impact the going concern status of the Company and its future operation.

However, during the year, the Company has received SEBI notice no. EAD – 6/AK/VG/35168/2014 dated 10th December, 2014 regarding adjudication Proceedings in the matter of "Synergy Infrastructures Ltd." for non compliance or delayed compliance of SEBI Takeover Code by previous promoters of the Company. In this regard, the Board has appointed Mr. Mukesh Agarwal, Practising Chartered Accountant of Mumbai to appear before the SEBI on behalf of the Company and filed appropriate reply in this regard. The matter is pending with SEBI.

29. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company thrust is on the promotion of talent internally through job rotation and job enlargement.

30. ACKNOWLEDGEMENTS:-

Your Directors would like to express their sincere appreciation for the assistance and cooperation received from our bankers, employees, auditors and consultants during the period under review. The Directors sincerely appreciate the high degree of professionalism, commitment and dedication displayed by employees at all levels.

The Directors also place on record their gratitude to the Members for their continued support and confidence.

By order of the Board of Directors For SYNERGY BIZCON LTD.

Place: Surat DHIRAJBHAI KORADIYA

Date: 13.08.2015 Chairman & Managing Director

(DIN: 03371017)

REGISTERED OFFICE

404, Navneet Plaza, 5/2,

Old Palasia, Indore – 452001,

Madhya Pradesh.


Jun 30, 2014

Dear Members,

The Directors are pleased to present the 21st Annual Report of your Company together with the Audited Financial Statements and Auditors'' Report for the year ended on 30th June, 2014.

FINANCIAL PERFORMANCE:- (Amount in Rs.)

Particulars 2013-14 2012-13 (9 months) (12 months)

Revenue From Operations 5,16,12,045 4,03,76,930

Other Income 2,01,772 -

Profit/(Loss) before Tax & Exceptional/ Extraordinary Items (1,21,86,348) 1,20,44,749

Less :

Exceptional Items - 10,500,000

Profit/(Loss) Before Tax (1,21,86,348) 15,44,749

Less :

Tax Expense 1,70,614 25,300

Net Profit/(Loss) After Tax (1,23,56,962) 15,19,449

RESULT OF OPERATION:-

The Net Income of your Company for the year 2013-14 was increased to Rs. 5,16,12,045/- as against Rs. 4,03,76,930/- of the previous year. However, the Company has made a Net loss after tax of Rs 1,23,56,962/- for the year 2013-14 as against the net profit after tax of Rs 15,19,449/- of the previous year.

DIVIDEND:-

The Directors have not recommended any dividend on equity shares of the Company.

FIXED DEPOSITS: -

Your Company has not accepted any fixed deposit within the meaning of Companies (Acceptance of Fixed Deposit) Rule, 1975 under section 58A of the companies Act, 1956 and Section 73 of the Companies Act, 2013

PARTICULARS OF EMPLOYEES: -

During the year under report, the Company had no employees covered under section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT :-

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the Board of Directors of the Company hereby confirms that:

(i) In the preparation of the annual account, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of each financial year and loss for the Company under review.

(iii) The Directors have taken proper and sufficient care for maintenance of adequate records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities.

(iv) The Directors have arranged preparation of the accounts for the financial period ended 30-06-2014 on "going concern basis".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO :-

In accordance with the requirement of section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report on Board of Directors) Rules, 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. Regular steps have been taken to improve energy consumption.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the company is NIL.

CONSTITUTION OF NOMINATION & REMUNERATION COMMITTEE :-

Pursuant to the provisions of Section 178 of the Companies Act, 2013, Board of Directors of the Company in their meeting held on 15/05/2014 has constituted Nomination and Remuneration Committee of the Board of Directors of the Company comprising following Directors of the Board.

(i) Chetnaben Adani - Chairman

(ii) Rameshkumar Mehta - Member

(iii) Paras Doshi - Member

CHANGE IN BOARD OF DIRECTORS AND COMMITTEES :-

Since the last report, the following changes took place in the Board of Directors & Committees.

(i) Mr. Dhirajbhai Koradiya has been re-appointed as a Managing Director of the Company for a further term of 5 years w.e.f. 11th January, 2014.

(ii) Mr. Dipeshkumar Adani and Mrs. Chetnaben Adani have been appointed as an Additional Directors of the Company w.e.f. 12th February, 2014.

(iii) Mr. Subhash Patle and Mr. Manendra Pratap Singh had resigned from the Directorship of the Company with effect from 12th February, 2014. The Board of Directors places on record its feeling of appreciation for the valuable contribution made by them during the tenure.

(iv) Mr. Dipeshkumar Adani has been appointed as a member of Stakeholders relationship Committee. (Formerly known as Shareholders''/Investors'' Grievance Committee) w.e.f. 12th February, 2014.

(v) Mr. Paras Doshi had resigned from the directorship of the Company w.e.f. 14th November, 2014.

(vi) Mr. Dipeshkumar Adani appointed as a Member of Nomination & Remuneration Committee and Audit Committee w.e.f. 14th November, 2014.

(vii) Mr. Rameshkumar Mehta appointed as a Chairman of Stakeholders relationship Committee. (Formerly known as Shareholders''/Investors'' Grievance Committee) w.e.f. 14th November, 2014.

(viii) Mrs. Chetnaben Adani appointed as a member of Stakeholders relationship Committee. (Formerly known as Shareholders''/Investors'' Grievance Committee) w.e.f. 14th November, 2014.

PREFERENTIAL ALLOTMENT:-

During the year, the Company has made Preferential Allotment of 20,00,000 Equity shares of Rs. 10/- each at a premium of Rs. 40/- per share in its Board Meeting held on 1st January, 2014 to the promoters and non promoters group of the Company.

AUDITORS :-

M/s. Rajesh Shantilal Jain & Co., Chartered Accountants, Indore retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

The Company has received letters from all of them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

CORPORATE GOVERNANCE:-

The Company has been proactive in following the principles and practices of good governance. The company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing/Agreements of the Stock Exchange are compiled with.

CONSTITUTION OF INDEPENDENT DIRECTOR COMMITTEE:-

Pursuant to the provisions of Section 149 of the Companies Act, 2013, Board of Directors of the Company in their meeting held on 14/11/2014 has constituted Independent Director Committee of the Company comprising following Directors of the Board.

(i) Mr. Rameshkumar Mehta

(ii) Mr. Dipesh Adani

(iii) Mrs. Chetnaben Adani

MERGER OF CALCUTTA STOCK EXCHANGE LTD. & MADHYA PRADESH STOCK EXCHANGE LTD.:-

Due to strategic merger between Calcutta Stock Exchange Ltd. and Madhya Pradesh Stock Exchange Ltd. the equity shares that were listed with Madhya Pradesh Stock exchange Ltd. have also been listed with Calcutta Stock exchange Ltd.

FINANCIAL YEAR :-

In order to comply with the provisions of Section 2(41) of the Companies Act, 2013, every Company has to keep the Financial year ending on 31st March, and shall within two years from the commencement of the act (w.e.f 01.04.2014), a Company has to align its Financial year accordingly. In order to comply with the requirements of the Companies Act, 2013, Board of Directors of the Company has passed the resolution in the Board meeting held on 15th May, 2014 to close its financial year on 30th June, 2014. i.e. accounting period for 9 months (From 01.10.2013 to 30.06.2014).

LISTING APPLICATION WITH THE BOMBAY STOCK EXCHANGE LTD. :-

In order to provide better trading platform to the existing equity shareholders, the Company has made an application to the Bombay Stock Exchange Ltd. for listing of its equity shares.

POSTAL BALLOT :-

Pursuant to the provisions of the Companies Act, 1956, the Company had issued a postal ballot notice dated 5th November, 2013, to obtain approval of shareholders by way of special resolution.

On 12th December, 2013 the Members of the Company approved the following proposals by way of postal ballot:

(i) Alteration of Sub Clause 3 of Main Object Clause III (A) of the Memorandum of Association of the Company.

(ii) Issue of 20,00,000 equity shares of Rs. 10/- each at a premium of Rs. 40/- per share on preferential basis to promoters and non-promoters group of the Company.

INDUSTRIAL RELATIONS:-

During the period under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

PERSONNEL :-

The Director wishes to place on record their appreciation for the valuable contribution made by all employees in achieving the objects of the Company.

APPRECIATION :-

The Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the company from Bankers, Shareholders, Employees and its various agencies for their contribution to Company''s successful operation during the year & look forward to their continued support.

By Order of the Board of Directors For SYNERGY BIZCON LTD. Place: Surat Date : 14-11-2014 DHIRAJBHAI KORADIYA Chairman & Managing Director Registered Office: DIN:03371017 404, Navneet Plaza, 5/2, Old Palasia, Indore - 452001, Madhya Pradesh


Sep 30, 2013

Dear Members,

The Directors are pleased to present the 20th Annual Report of your Company together with the Audited Financial Statements and Auditors'' Report for the year ended on 30th September 2013.

FINANCIAL PERFORMANCE:

Particulars 2012-13 2011-12 (in Rs.) (in Rs.)

Revenue From Operations 40,376,930 38,863,224

Profit before tax & Exceptional/ extraordinary Items 12,044,749 9,697,026

Less:

Exceptional items 10,500,000 7,500,000 Profit before tax 1,544,749 2,197,026

Less:

Tax Expense 25,300 0

Net Profit after Tax 1,519,449 2,197,026

RESULT OF OPERATION:-

The Net Income of your Company for the year 2012-13 was increased to Rs. 4,03,76,930/- as against Rs. 3,88,63,224/- of the Previous year. Net profit after tax of the Company was decreased to Rs. 15,19,449/- as against Rs. 21,97,026/- of the previous year.

DIVIDEND:-

In order to conserve resources, your Directors have not recommended any dividend on equity shares of the Company.

FIXED DEPOSITS: -

Your Company has not accepted any fixed deposit within the meaning of Companies (Acceptance of Fixed Deposit) Rule, 1975 under section 58A of the companies Act, 1956.

PARTICULARS OF EMPLOYEES: -

During the year under report, the Company had no employees covered under section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the board of directors of the company hereby confirm that.

(i) In the preparation of the annual account, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of each financial year and profit for the Company under review.

(iii) The Directors have taken proper and sufficient care for maintenance of adequate records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities.

(iv) The Directors have arranged preparation of the accounts for the financial period ended 30-09-2013 on "going concern basis".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: -

In accordance with the requirement of section 217(1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of particulars in the report on Board of Directors) Rules, 1988, your Directors furnish hereunder the additional information as required.

A. Conservation of Energy:

The Company is not engaged in any type of production. Hence, there is no extra steps taken for energy saving. Regular steps have been taken to improve energy consumption.

B. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

C. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the company is NIL.

CHANGE IN BOARD OF DIRECTORS AND COMMITTEES

Since the last report, the following changes took place in the Board of Directors & Committees.

(i) Mr. Dhirajbhai Koradiya and Mr. Shwet Koradiya have been appointed as an Additional Directors of the Company w.e.f. 11th January, 2013.

(ii) Mr. Dhirajbhai Koradiya has been appointed as Managing Director for 1 year w.e.f. 11th January, 2013.

(iii) Mr. Jyoti Prakash Bapna, Director of the Company had resigned w.e.f. 11th January, 2013.

(iv) Mr. Dhirajbhai Koradiya has been appointed as member of Audit Committee w.e.f. 11th January, 2013.

(v) Mr. Rameshkumar Mehta has been appointed as member of Shareholders''/Investors'' Grievance Committee w.e.f. 11th January, 2013.

(vi) Mr. Shwet Koradiya has been appointed as Chief Finance Officer of the Company w.e.f. 1st February, 2013.

CHANGE OF REGISTERED OFFICE :-

During the year, the Company has changed its registered office to 404, Navneet Plaza, 5/2, old Palasia, Indore-452001, Madhya Pradesh w.e.f. 11th January, 2013.

AUTHORISED CAPITAL :-

During the year, the Company has increased its Authorised Share Capital from Rs. 10.50 Crores to Rs. 20 Crores in its Extra-ordinary General Meeting held on 10th June, 2013.

CHANGE OF NAME OF THE COMPANY :

During the year, name of the Company has been changed from Synergy Infrastructures Limited to Synergy Bizcon Limited w.e.f. 20th June, 2013 consequent upon fresh certificate of incorporation issued by the Registrar of Companies, Gwalior, Madhya Pradesh.

AUDITORS : -

M/s. Rajesh Shantilal Jain & Co., Chartered Accountants, Indore retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

The auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

CORPORATE GOVERNANCE :-

The Company has been proactive in following the principles and practices of good governance. The company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchange are compiled with.

INDUSTRIAL RELATIONS:-

During the period under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

PERSONNEL: -

The Director wishes to place on record their appreciation for the valuable contribution made by all employees in achieving the objects of the Company.

APPRECIATION: -

The Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the company from Bankers, Shareholders, Employees and its various agencies for their contribution to Company''s successful operation during the year & look forward to their continued support.

By Order of the Board of Directors For SYNERGY BIZCON LTD.

Place: Surat DHIRAJBHAI KORADIYA Date : 29-11-2013 Chairman & Managing Director

Registered Office: 404, Navneet Plaza, 5/2, Old Palasia, Indore - 452001, Madhya Pradesh


Sep 30, 2012

Dear Members,

The Directors have pleasure in submitting their 18th Annual Report and Audited statement of accounts for the period ended on 30th September 2012.

FINANCIAL PERFORMANCE:

For the period For the period ended ended PARTICULARS on 30-09-2012 on 30-09-2011

Income from Operations

* From Sale of Shares 37,11,000 1,50,00,000

Building/flat''s sale 3,51,52,224 16,84,000

Profit/(loss) before Depreciation & Tax 21,97,026 4,58,805

Depreciation

Profit before Taxation 21,97,026 4,58,805

Less Provision For Taxation - - Net Profit After Taxation 21,97,026 4,58,805

Previous Year Balance 82,45,813 77,87,008

Balance available for appropriation 1,04,42,839 82,45,813

Appropriation

Balance carried to Balance Sheet 1,04,42,839 82,45,813

RESULT OF OPERATION:-

The company was continuing share trading business, commodities trading business and construction and it is giving good results.

RESERVES

During the year the company has not proposed to transfer any funds to the General Reserve.

DIVIDEND

The Board of Director recommends no dividend.

FIXED DEPOSITS: -

Your Company has not accepted any fixed deposit within the meaning of Companies (Acceptance of Fixed Deposit) Rule, 1975 under section 58A of the companies Act, 1956.

PARTICULARS OF EMPLOYEES: -

During the year under report, the Company had no employees covered under section 217(2A) of the companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the board of directors of the company hereby confirm that.

1. In the preparation of the annual account, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of each financial year and profit or loss for the company under review.

3. The Directors have taken proper and sufficient care for maintenance of adequate records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities.

4. The Directors have arranged preparation of the accounts for the financial period ended 30-09-2012 on" going concern basis".

DIRECTORS:

Since the last report, the following changes took place in the Board of Directors & Committees.

(i) Mr. Subhash Gurudeo Patle and Mr. Mahendra Pratap Singh have been appointed as an Additional Directors of the Company w.e.f. 12th June, 2012.

(ii) Mr. Ghanshyam Soni and Ms. Pushpalata Soni, Directors of the Company had resigned w.e.f. 12th June, 2012.

(iii) Mr. Paras Doshi has been appointed as members of Audit Committee and Shareholders'' / Investors'' Grievance Committee w.e.f. 12th June, 2012.

(iv) Mr. Rameshkumar Mehta has been appointed as members of Audit Committee w.e.f. 12th June, 2012.

INDEPENDENT DIRECTORS COMMITTEE:

On 7th September, 2012, Board of Directors has constituted Committee of Independent Directors in order to give recommendation on the Open Offer to the shareholders of the Company. The following Directors are members of Independent Committee:

i. Rameshkumar Premchand Mehta

ii. Paras Ramniklal Doshi

iii. Subhash Gurudeo Patle

iv. Manendra Pratap Singh

SHARE PURCHASE AGREEMENT:

Mr. J. P. Bapna, Promoter Director of the Company has entered into a Share Purchase Agreement on 27th August, 2012 with Mr. Shwet Koradiya and M/s. Koradiya Milestone Pvt. Ltd. to sale his entire shareholding of 12,60,000 equity shares of the Company.

CORPORATE GOVERNANCE

The Company has been proactive in following the principles and practices of good governance. The company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing/Agreements of the Stock Exchange are compiled with.

AUDITORS: -

M/s. Rajesh Shantilal Jain & Co., Chartered Accountants, Surat retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

The auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation.

PERSONNEL: -

The Director wishes to place on record their appreciation for the valuable contribution made by all employees in achieving the objects of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE ENERGING AND OUTGO: -

Particulars with regard conservation of Energy etc. as required under Companies (Disclosure of particulars in the report on Board of Directors) Rules, 1988 are as per attached from A. The foreign Exchange earning and expenditure of the company is NIL.

APPRECIATION: -

The Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the company from Bankers, Shareholders, Employees and its various agencies for their contribution to Company''s successful operation during the year & look forward to their continued support.

By order of the Board of Directors For SYNERGY INFRASTRUCTURES LTD.

Place: Indore J.P. BAPNA Date: Chairman


Sep 30, 2011

Dear Members,

The Directors have pleasure in submitting their Annual Report and Audited statement of accounts for the period ended on 30th September 2011.

FINANCIAL PERFORMANCE:

For the period For the period ended ended PARTICULARS on 30-09-2011 on 30-09-2010

Income from Operations

-From Sale of Shares 1,50,00,000 51,20,000

Building/flat''s sale 16,84,000 -

Profit/(loss) before Depreciation & Tax 4,58,805 1,91,790

Profit before Taxation 4,58,805 1,91,790

Less Provision For Taxation - -

Net Profit After Taxation 4,58,805 1,91,790

Previous Year Balance - -

Balance available for appropriation 4,58,805 1,91,790

Appropriation

Balance carried to Balance Sheet 4,58,805 1,91,790

RESULT OF OPERATION:-

The company was continuing share trading business, commodities trading business and construction and it is giving good results.

RESERVES:-

During the year the company has not proposed to transfer any funds to the General Reserve.

DIVIDEND: -

The Board of Director recommends no dividend.

BUSINESS OPERATION:-

The Company is continuing Share Trading Business and construction it is giving good results.

CORPORATE GOVERNANCE:-

The Company has been proactive in following the principles and practices of good governance. The company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing/Agreements of the Stock Exchange are compiled with.

FIXED DEPOSITS: -

The Company has not accepted any fixed deposits within the meaning of the section 58A of the Companies Act, 1956, during the year under review.

AUDITORS: -

The term of present auditors M/s Rajesh Shantilal Jain & Co. Chartered Accountants retires at the conclusion of the ensuring Annual General Meeting and they are eligible for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, the board of directors of the company hereby confirm that.

1. In the preparation of the annual account, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of each financial year and profit or loss for the company under review.

3. The Directors have taken proper and sufficient care for maintenance of adequate records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and preventing and detecting fraud and irregularities.

4. The Directors have arranged preparation of the accounts for the financial period ended 30-09-2011 on" going concern basis".

PERSONNEL: -

The Director wishes to place on record their appreciation for the valuable contribution made by all employees in achieving the objects of the Company.

PARTICULARS OF EMPLOYEES: -

No employees is eligible, whose information required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules 1975 in respect of employees of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE ENERGING AND OUTGO: -

Particulars with regard conservation of Energy etc. as required under Companies (Disclosure of particulars in the report on Board of Directors) Rules, 1988 are as per attached from A. The foreign Exchange earning and expenditure of the company is NIL.

APPRECIATION: -

The Directors acknowledge with gratitude and wish to place on record their appreciation for the support and cooperation received by the company from Bankers, Shareholders, Employees and its various agencies for their contribution to Company''s successful operation during the year & look forward to their continued support.

For and on behalf of the Board of Directors SYNERGY INFRASTRUCTURES LIMITED

DATE : 30-10-2011 J.P. BAPNA PLACE : INDORE Chairman

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