Directors Report of Panth Infinity Ltd.

Mar 31, 2025

Your directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended as on March 31, 2025.


FINANCIAL HIGHLIGHTS		(in Lakhs)

Particulars	F. Y. 2043-25	F. Y. 2023-24
Income From Operations	2,997.38	472.03
Other Income	-	0.36
Total Income	2997.38	472.39
Profit/(Loss) before Exceptional/Extraordinary Items and tax	196.13	(53.03)
- Profit/(Loss) on Sale of land	0.00	0.00
- Write off Capital WIP	0.00	1.96
- Short Term Capital Gain	0.00	0.00
Profit/(Loss) Before Tax	196.13	(54.99)
Less: Tax Expenses
- Current Tax	58.20	0.00
- Deferred Tax	0.12	(0.00)
Net Profit/(Loss) After Tax	138.05	(55.18)
Other comprehensive income	0.00	(0.19)
Total comprehensive income for the year	138.05	(55.18)

REVIEW OF PERFORMANCE

The income from operations of your Company for the financial year 2024-25 is ^ 2,997.38 lakh, as compared to ^ 472.03 lakh in the previous year. As a result, the net profit after tax has increased to ^ 138.05 lakh for the year 2024-25, as against the net loss after tax of ^ 55.18 lakh in the previous year. Your directors are hopeful of achieving more sustainable and rational profits in the years to come.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133 of the Act, read with relevant rules and other accounting principles.

Dividend & Reserves

With a view to conserve the resources of the company for future, your director does not recommend any dividend for the Financial Year 2024-25 (Previous Year - Nil).

TRANSFER TO RESERVE

During the year under review, the company has not transferred any amount to reserves.

CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the Nature of business activities carried out by the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholder

SHARE CAPITAL:

Authorized Capital

During the year, the were no change in authorized share capital of the company. The Authorized Share Capital of the Company as at the end of the financial year 2024-25 stood at ^37,00,00,000/- (Rupees Thirty-Seven Crore Only), divided into 37000000 (Three Crore Seventy Lakh) equity shares of ^10/- (Rupees Ten) each.

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

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options

Issued, Subscribed & Paid-up Capital

During the year under review:

â¢ Vide special resolutions passed in an Extra-Ordinary General Meeting held on April 20, 2024, the members of the company have approved an issuance of upto 1,17,90,000 (One Crore Seventeen Lakh Ninety Thousand) Convertible Equity Warrants ("Warrants") on preferential basis ("Preferential Offer") to the non-promoter allottees as mentioned below ("Equity Warrant Holders"/" Proposed Allottees") at a price of ^ 10/- (Indian Rupees Ten Only) each;

â¢ The Company allotted 6430000 equity shares, pursuant to conversion of 6430000 Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to persons other than the Promoters and Promoter Group, at price of Rupees 10.00 per Warrant.

As on March 31, 2025, your Company''s issued, subscribed & paid-up Equity Share Capital is ^24,91,22,280/- (Rupees Twenty-

Four Crore Ninety-One Lakhs Twenty-Two Thousand Two Hundreds and Eighty) divided into 2,49,12,228. (Two Crore Forty-

Nine Lakhs Twelve Thousand Two Hundred and Twenty-Eight) Equity Shares of Rs. 10/- each.

The entire Paid-up Equity shares of the Company are listed at BSE Limited.

The required disclosures with respect to the allotment of warrants are as follows:

Description	Particulars
Date of issue and allotment of warrants	Date of issue: 01/02/2024; Date of allotment: 17/06/2024
Number of warrants	1,01,10,000
Whether the issue of warrants was by way of preferential allotment, private placement, public issue	Preferential Allotment
Issue price	INR 10.00
Maturity date	June 17, 2025
Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants	The Company has raised amount of ^735.00 Lakh till the date of this report for allotment of warrants
Terms and conditions of warrants including conversion terms	Pursuant to Regulation 160(c) of ICDR Regulations, the allotment of the Warrants (including the Equity Shares to be allotted on conversion of such Warrants) has been made in dematerialised form.
	The Warrant Holders shall be, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations and laws, entitled to exercise the conversion rights attached to the Warrants in one or more tranches within a period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed exchanged or converted with / into the Equity Shares of the Company and making payment at the rate of Rupees 90.00 (Rupees Ninety only) approximately balance 75% (seventy five per cent) of the Warrant Issue Price ("Warrant Exercise Price") in respect of each Warrant proposed to be converted by the Warrant Holder.
	On receipt of such application from a Warrant Holder, the Company shall without any further approval from the Shareholders of the Company take necessary steps to issue and allot the corresponding number of Equity Shares to the Warrant Holders.
	If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the Warrant Holders within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant Holders to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid by the Warrant Holders on such Warrants shall stand forfeited.


Description	Particulars
	The pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company and Warrants allotted in terms of the resolution dated June 17, 2024 and the resultant Equity Shares arising on exercise of rights attached to such Warrants shall be subject to lock-in as per the provisions of the SEBI (ICDR) Regulations.
	The Equity Shares allotted on exercise of the Warrants shall only be in dematerialized form before an application seeking in-principle approval is made by the Company to the stock exchange(s) where its Equity Shares are listed and shall rank pari passu with the then existing Equity Shares of the Company in all respects including entitlement to voting powers and dividend.
	The issue and allotment of the Warrants and the exercise of option thereof will be governed by the Memorandum and Articles of Association of the Company, the Act, SEBI (ICDR) Regulations, Listing Regulations, applicable rules, notifications and circulars issued by the SEBI, Reserve Bank of India and such other acts / rules / regulations as maybe applicable.

Details under section 67(3) of the Companies Act, 2013 (hereinafter referred to as ''the act'') in respect of any scheme of provisions of money for purchase of own shares by employees or by trustees for the benefit of employees:

There were no such instances during the year under review.

ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2025 can be accessed on the Company''s website at https://www.panthinfi.com/.

SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint ventures or associate companies PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

d) The Annual Accounts have been prepared on a going concern basis

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

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

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

a) Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Technology Absorption

c) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

d) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are: (^ in Lakhs)
	PARTICULARS	March 31, 2025	March 31, 2024
	Foreign exchange earning	Nil	Nil
	Foreign exchange outgo	Nil	Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company has not employed any employee except the Managing Director, Executive Director, CFO and Company Secretary. Hence, the information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 15 (Fifteen) times, viz May 08, 2024, May 30, 2024, August 13, 2024, August 20, 2024, September 02, 2024, September 10, 2024, October 18, 2024, October 24, 2024, November 14, 2024, November 15, 2024, November 26, 2024, December 03, 2024, December 10, 2024, February 06, 2025 and March 25, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 25, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.panthinfi.com/front/assets/investors/3Code-for-Independent-Director.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

During the year under review, there were no change in independent directors of the company.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is https://www.panthinfi.com/front/assets/investors/Familiarization-Program-for-Independent%20Director.pdf

Information on Directorate:

The Company has a combination of Executive and Non-Executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2025, board comprises of 7 (Seven) Directors out of which 1 (One) Managing Director, 3 (Three) are Independent Directors, 1 (One) is Additional Executive Director and 2 (Two) are Additional Non-Executive Directors.

During the year under review, subject to approval of members of the company and on the basis of recommendation of Nomination and Remuneration Committee, Mr. Akshay Sudam Sangle (DIN: 10575498) has been appointed as an additional executive director of the company w.e.f. April 04, 2024.

After the closure of the financial year, Mr. Kalpesh Dilipbhai Amlani (DIN: 08640953) has, subject to approval of members of the company and on the basis of recommendation of Nomination and Remuneration Committee, been appointed as an additional director categorized as Managing Director of the company for a period of years w.e.f. May 12, 2025.

Mrs. Jigna Jigarkumar Shah (DIN: 10530973), and Mr. Nilesh Devendraprasad Dave (DIIN: 10530978) have resigned from the post of additional directors of the company w.e.f. August 23, 2025

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Sendhabhai Amrutbhai Makvana (DIN: 09756503), Managing Director of the Company retires by rotation at the ensuing Annual General Meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors are annexed to the Notice convening the 32^nd Annual General Meeting.

Key Managerial Personnel:

In accordance with Section 203 of the Companies Act, 2013, the Company has Mr. Sendhabhai Amrutbhai Makvana (DIN: 09756503) who is acting as Chairman & Managing Director, Mr. Kalpesh Dilipbhai Amlani (DIN: 08640953) who is acting as a Managing Director, Mr. Hareshkumar Pitambardas Thakkar who is acting as Chief Financial Officer and Mrs. Deepika Chauhan Company who is acting as Company Secretary and Compliance officer.

During the year under review, Ms. Shalu Garg has resigned from the post of Company Secretary and Compliance officer w.e.f. November 13, 2024. Mrs. Deepika Chauhan has been appointed as Company Secretary and Compliance officer of the company w.e.f. June 05, 2025

As on date of this report, the Company has Mr. Sendhabhai Amrutbhai Makvana (DIN: 09756503) who is acting as Chairman & Managing Director, Mr. Kalpesh Dilipbhai Amlani (DIN: 08640953) who is acting as a Managing Director, Mr. Hareshkumar Pitambardas Thakkar who is acting as Chief Financial Officer and Mrs. Deepika Chauhan Company who is acting as Company Secretary and Compliance officer, who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners;

> 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 performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 25, 2025 to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

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

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis;

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

AUDIT COMMITTEE:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As at March 31, 2025, the Audit Committee comprised Ms. Falguni Mehal Raval (Non-Executive Independent Director) as Chairperson, Mr. Satish Jashwantbhai Mejiyatar (Non-Executive Independent Director), Mr. Pranay Shah (Non- Executive Independent Director) as Members.

Detailed Disclosure for Audit Committee is given in Corporate Governance Report annexure to this report.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of

Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company''s Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://www.panthinfi.com/front/assets/investors/Vigil%20Mechanism%20Policy.pdf

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.panthinfi.com/front/assets/investors/Nomination-Remuneration-Policy.pdf

REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

The Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is available on the Company''s website and can be accessed at https://www.panthinfi.com/investor

RELATED PARTIES TRANSACTION:

All the related party transactions are entered on arm''s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of transactions with Related Parties are provided in the Company''s financial statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at https://www.panthinfi.com/front/assets/investors/Policv%20on%20Related%20Party%20Transaction.pdf

MATERIAL CHANGES AND COMMITMENT:

During the year under review:

^ Vide special resolutions passed in an Extra-Ordinary General Meeting held on April 20, 2024, the members have approved Issue of convertible equity warrants on preferential basis to non-promoters, Alteration in object clause of the memorandum of association of the company;

^ On May 23, 2024, approved an acquisition of 100% stake in Corcano Trade Limited [CR No: 3333514; Business Registration No.: 75865314] making it a wholly owned subsidiary in Hong Kong by the name of Corcano Trade Limited;

^ The Name of the company has been included in the provisional list of prospective resolution applicants for corporate insolvency resolution process (CIRP) of M/s. Yashraj Containers Limited and has decided to invest an amount upto Rs. 100 Cr. in M/s. Yashraj Containers Limited (In CIRP) for successfully resolving the Insolvency Resolution Process and other costs.

Other than mentioned above, there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

MAINTENANCE OF COST RECORDS

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, the company has institutionalized the AntiSexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

(a) number of complaints of sexual harassment received in the year 2024-25 = Nil

(b) number of sexual harassment complaints disposed off during the year 2024-25 = Nil

MATERNITY BENEFIT ACT 1961

The Company has complied with the provisions relating to the Maternity Benefit Act 1961.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy

Technology Absorption

a) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are: (Rs. in Lakhs)


PARTICULARS	March 31, 2025	March 31, 2024
Foreign exchange earning	Nil	Nil
Foreign exchange outgo	Nil	Nil

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

DETAILS OF SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate Governance is annexed to the Board''s Report as "Annexure - A".

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (FRN: 135901W), were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. C.P. JARIA & CO., Chartered Accountants (Firm Registration No. 104058W) and whose period of office would expire at the conclusion of ensuing annual general meeting. The Company has received a certificate from the said auditor to the effect that if they are appointed, it would be in accordance with the provisions of Companies Act, 2013. Therefore, the board of directors do hereby recommend an appointment of M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (FRN: 135901W) as statutory auditor of the company to hold office from the conclusion of ensuing AGM till the conclusion of 37^th AGM.

Further, the Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. ALAP & CO. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an "Annexure - B".

There are following qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report except as mentioned below:

1) Annual General Meeting of the Members of the Company is not held within period of 6 (Six) Months from the end of Financial Year 2023-24 and consequently annual report for the financial year 2023-24 has not been submitted;

2) M/s. C.P. JARIA & CO., Chartered Accountants (Firm Registration No. 104058W) has resigned w.e.f 22^nd August, 2024 i.e. after 45 days from the end of the quarter. Further, M/s. SSRV and Associates, Chartered Accountants, Mumbai (Firm Registration No. 135901W) has been appointed as statutory auditor w.e.f. November 11, 2024 to fill the casual vacancy. Limited review report for the quarter ended on September 30, 2024 has been given by M/s. SSRV and Associates, Chartered Accountants, Mumbai (Firm Registration No. 135901W) instead of M/s. C.P. JARIA & CO., Chartered Accountants (Firm Registration No. 104058W);

3) Company Secretary is not appointed after November 13, 2024 as company has to fill the same vacancy not later than three months from the date of such vacancy;

4) The financial results are signed digitally through DSC and not physically signed by managing director in Q1 2023-24;

5) The company has not filed financial results in due time for the Q1, Q2 and Q3 of Financial year 2024-25;

6) The company has not filed Reconciliation of share audit report in due time for the December 31, 2024 and March 31, 2025 of Financial year 2023-24;

7) The company has not submitted to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital;

8) The company has not submitted to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, on a quarterly basis, within twenty-one days from the end of each quarter i.e. for June 30, 2024 and December 31, 2024;

9) The company has not filed Annual Disclosures of Large Corporate for FY 2023-24;

10) The company has not maintained a functional website as per Regulation 46 of SEBI (LODR) Regulations, 2015;

11) The company has not made an application to the exchange/s for listing in case of further issue of equity shares within 20 days from the date of allotment (unless otherwise specified) for Seven Allotments;

12) The company has not submitted, to the recognized stock exchange(s), a quarterly compliance report on corporate governance for the quarter ended on December 31, 2024 within 21 days from the end of the quarter and there are certain mismatch in the data mentioned for the respective previous quarter;

13) The company has not disclosed to the stock exchange(s), all the details as required under SEBI circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July 2023 with respect to appointment of appointment of M/s. Mukesh J & Associates, Ahmedabad, Practicing Company Secretary as a Secretarial Auditor of the Company for the F.Y 2023-24;

14) The company has not regularized an appointment of Mr. Akshay Sudam Sangle, Mr. Nilesh Devendraprasad Dave and Ms. Jigna Jigarkumar Shah, as directors of the company;

15) The company is not having optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors;

16) Policies are not updated as per latest amendments in relevant regulations;

17) The Company has not maintained structural digital database under the provisions of Reg. 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015, in digital form;

18) The company has delay filled the financial results for the quarter ended on 30th September, 2024;

19) The resignation of Ms. Shalu Garg, Company Secretary and Compliance Officer of the company has been filed without attaching resignation letter;

20) Compliance with respect to provisions under section 180,185 and 186 have not been complied with;

21) On May 23, 2024, the company has filed intimation with stock exchange relating to acquisition of 100% stake in Corcano Trade Limited [CR No: 3333514; Business Registration No.: 75865314] making it a wholly owned subsidiary in Hong Kong by the name of Corcano Trade Limited. However, afterwards, there is no update on the same and company has dropped the idea of the same and there is no impact on financial results;

22) There are various SOP fines have been levied by stock exchange regarding non-compliance with various provisions of SEBI (LODR) Regulations, 2015;

23) Details of ID databank registrations of independent directors are not available and Independency of ID''s are not discoverable;

24) There are some dates of meetings have been mismatched in corporate governance report submitted for the quarter ended on June 30, 2024 and September 30, 2024;

25) The Board Meeting dated September 10, 2024 for Approving the resolution for Extension of AGM is not disclosed in CG Report;

26) Mr. Kalpesh Dilipbhai Amlani has been appointed as additional managing director w.e.f. 12-05-2025, however, his appointment has not been regularized within 3 months from the date of appointment;

27) The Company has appointed M/s. SSRV & Associates, Chartered Accountants as statutory auditor to fill the casual vacancy caused by resignation of outgoing auditor, however, their appointment has not approved by shareholders within three months from the date of appointment by board; and

28) The Company has not appointed any internal auditor for the financial year 2024-25.

Management of the company is in the process the resolve the queries and listing trading has been received recently for the

warrant conversion. Company is in process to be fully complied with the allied laws and will do the needful at the earliest.

In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the appointment of M/s. SCS and Co. LLP, Company Secretaries (Firm Registration Number: L2020GJ008700), a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the

Company for a term of 5 (five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s. SCS and Co. LLP, Company Secretaries (Firm Registration Number: L2020GJ008700), a peer reviewed firm of Company Secretaries in Practice, have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

LARGE ENTITY:

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. INSURANCE:

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial institution. WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "https://www.panthinfi.com/" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2021 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate 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 Company shares 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.

DETAILS OF THE DESIGNATED OFFICER:

Mrs. Deepika Chauhan, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014 w.e.f. June 05, 2025. Ms. Shalu Garg has resigned from the post of Company Secretary & Compliance officer of the company w.e.f. November 13, 2024.

SECRETARIAL STANDARDS OF ICSI:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied by your Company.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

ii) Issue of equity shares with differential rights;

iii) Issue of sweat equity shares;

iv) There is no revision in the Board Report or Financial Statement;

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

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.

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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.

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

â¢ 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

â¢ 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.

â¢ 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.

â¢ 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;-

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
Category of Shareholders	Demat	Physical	Total	% of total Shares	Demat	Physical	Total	% of total Shares	% change during the year
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	% change in Shareholding during the year
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)
Sr. No.	Promoter''s Name	No. of shares	% of total shares of the company		Increase/ Decrease in the Shareholding		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
1	Koradiya Mile Stone Private Limited			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
3	Varshaben Dhirajlal Koradiya			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
4	Pure Broking Private Limited			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)
	For Each of the Top 10 Shareholders	No. of Shares	% of total Shares of the Company		Increase/ Decrease in the Shareholding		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
	Rameshkumar Premchand Mehta			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
	Fort Share Broking Pvt Ltd			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
	Sanket Sevantilal Mehta			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
8.	Dipeshkumar Mohanlal Shah	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
9.	Mamta Rajeshkumar Shah	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)
	For Each of the Directors & KMP	No. of Shares	% of total Shares of the Company		Increase/ Decrease in the Sharehol ding		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 Â£	0	0	-	Nil	No Change	N.A.	N.A.
10	Priyanka Vadnere, Company Secretary Â£	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

Â£ 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
â¢ Addition	Nil	Nil	Nil	Nil
â¢ 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 @	Total Amount
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
Sr. No.	Particulars of Remuneration	Mr. Rameshkumar Mehta $	Mr. Mukesh Patel $	Ms. Surbhi Mudgal	Mr. Hitesh Patel &	Mr. Jayeshkumar Pandav &	Total Amount
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

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

DIRECTORSâ REPORT

The Members,

The Directors are pleased to present the 23^rd Annual Report of your Company together with the Audited Financial Statements and Auditorsâ Report for the year ended 31^st 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. 19^th 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. 19^th June, 2015. In the 22^nd 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 22^nd Annual General Meeting of the Company held on 29^th September, 2015.

- Mrs. Chetnaben Adani, Independent Director of the Company had resigned from the Directorship of the Company w.e.f. 6^th 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. 6^th 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. 6^th 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 Companyâs 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. 31^st May, 2016.

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

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

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

8. DIRECTORSâ 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 31^st 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 31^st March, 2016 and of the profit of the Company for that period;

(iv) the annual accounts had been prepared on a âgoing concernâ 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 âAnnexure-1â.

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 Companyâs website www.sbcl.co.in.

- REMUNERATION POLICY:-

The Companyâs 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. 25^th February, 2016.

As on 31^st 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 armâs 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 Companyâs 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 DIRECTORSâ REMUNERATION TO MEDIAN EMPLOYEESâ REMUNERATION AND OTHER DISCLOSURES:-

The table containing the names and other particulars of ratio of Directorsâ Remuneration to Median Employeesâ 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 âAnnexure-2â.

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 âAnnexure-3â.

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 âAnnexure - 4â.

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 âAnnexure - 5â.

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 Auditorsâ 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 Companyâs operations in future.

29. HUMAN RESOURCES:-

The Company treats its âHuman Resourcesâ as one of its most important assets.

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 Â 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 Â 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 Â 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 Â 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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