Directors Report of Panther Industrial Products Ltd.

Mar 31, 2015

Dear Members

The Directors have pleasure in presenting Twenty Seventh Annual Report on the affairs of the Company together with the Audited Statement ofAccounts for the year ended 31st March, 2015.

1. Financial Summary or performance of the company

PARTICULARS 2014-2015 2013-2014

Net Income /(Loss) from operations 1,237,887 0.00

Less: Expenses 1,344,673 350,913

Profit /(Loss) before Interest and Depreciation (106,786) (350,913)

Less: Interest NIL NIL

Depreciation 517,454 855,091

Profit /(Loss) Before Tax (624,240) (1,206,004)

Less: Provision for Income Tax NIL NIL

Profit/(Loss) After Tax (624,240) (1,206,004)

Earning per shares (1)Basic (0.45) (0.86)

(2) Diluted (0.45) (0.86)

2. Operations

The Company has reported total income of Rs. 1,237,887/- for the current year as compared to NILin the previous year. The Net Loss for the year under review amounted to Rs. 624,240/- in the current year as compared to Rs.1,206,004/- in the previous year.

3. Transfer to reserves

Since no profit was reported during the year therefore the Company has not transferred any amount to reserves.

4. Dividend:

Due to Loss of Rs. 624,2407- your directors regret their inability to recommend any dividend for financial period 2014-15.

5. Material Changes between the date of the Board report and end of financial year.

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

6. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

7. Subsidiary Company:

As on March 31,2015, the Company does not have any subsidiary,

8. Statutory Auditor & Audit Report:

M/s. S. Kumar Jain & Co., Chartered Accountants, statutory auditors of the Company having registration number FRN No. 131314W hold office unit the conclusion of next Annual General Meeting subject to the ratification of the members at every general meeting. The Company has received a certificate from the statutory auditors to the effect that their reappointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the 'Peer Review Board* of The Institute of Chartered Accountants of India.

There are no qualifications or observations or remarks made by the Auditors in their Report

9. Change in the nature of business:

There is no change in the nature of the business of the company

lO. Details of directors or key managerial personnel; During the year, the Board was duly constituted.

Shrl Kartfk Kirtikumar Parekh, Director of the Company who is Babie to retire by rotation and *being eligible, offer himself for reappointment

II Deposfts:

The Company has not invited/ accepted any deposits from the public during the year ended March 31,2015.

There were no unclaimed or unpaid deposits as on March 31,2015.

12. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3Xm) of the Companies Act, 2013 read with Rule,8 of The Companies(Anexure) Rules,2014,is Anexure wit has Anexure-r.

13.Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

14.Number of meeting of the Board: During the year 2014-15, the Board of Directors met 6(Six) times viz. on 30th May, 2014,31st July, 2014, 31st October, 2014, 08th November, 2014, 10th February, 2015, 21st February, 2015and 05th March, 2015.

26th Annual General Meeting of the Company was held on 29th September, 2014.

15.Director a' Responsibility Statement

Pursuant to the requirnemen tunder section 134 (3KC) of the (C) of the companies Act,2013 with respect to Directors' Response fifty Statement, it is hereby confirmed that:

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

(ii) 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 as at March 31,2015 and of the profit and loss of the company for that period;

(iii) the director had taken proper and soften are for their naturee 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 directors had prepared the annual accounts on a going concern basis; and

(v) 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.

16.Deciaration by Independent Directors:

Since the Company is in process to appointment of Independent Directors under Section 149(4) and Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

- 17.Company"s policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub- ection (3) of section 178:

The Company is yet to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 20M and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013, since company is in process to appoint Independent Director.

18.Particulars of loans, guarantees or investments under section 186: During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

19.Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

20. Extract of Annual Return: The Extract of Annual return for the financial year ended 31st March, 2015 is attached to the directors report and named as*Annexure-ll".

21 .Related Party Transactions:

AH related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2 is attached to this report and named as "Annexure- III*.

22.Corporate Governance Report:

Since The Paid Up Capital of the company is less than Rs. 3,00,00,000/- mandatory provisions of the Corporate Governance under Clause 49 of the Listing Agreement are not applicable to the company. However as measure of good corporate governance practice, the company has voluntarily initiated to the extent possible, considering constitutions of Board and activities of the Company, steps towards the compliance of the same.

23.Secretarfal Audit Report:

The Company is unable to obtained Secretarial Audit required under section 204(1) of the Companies Act, 2013 and the rules made there under, as the assignment of the Secretarial Audit has not been accepted by any professional having membership of Institute of Company Secretaries of India. The Company has been trying to engage a Company Secretary from the date became applicable to the company but in vain.

However, the company shall continue to try and engage a Company Secretary who could accept the assignment and report shaH be furnished accordingly.

24.Prevention of Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015, no complaints were received by the Company related to sexual harassment

25. Acknowiedgments:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, and the Bankers to the Company for their valuable support and took forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors of

Place: Mumbai Panther Industrial Products Limited

Date : 15th May, 2015

Registered Office:

First Floor, Radha Bhuvan. Kirtikumar N. Parekh Kaushik C. Shah

121 Nagindas Master Road, (Director) (Director)

Fort. Mumbai-400 023 DIN:00009494 DIN.00009510

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Mar 31, 2014

The Members

PANTHER INDUSTRIAL PRODUCTS LIMITED

Mumbai.

Dear Sir/Madam,

The Directors take pleasure in presenting 26th Annual Report with the audited accounts for the year ended 31 st March, 2014.

FINANCIAL RESULTS:

PARTICULARS 2013-2014 2012-2013 Rs. in Lacs Rs. in Lacs

Net Income / (Loss) from operations 0.00 0.00

Less: Expenses 3.52 3.74

Profit / (Loss) before Interest and Depreciation (3.52) (3.74)

Less: Interest NIL NIL

Depreciation 8.55 11.54

Profit/(Loss) Before Tax (12.07) (15.28)

Less: Provision for Income Tax NIL NIL

Profit/(Loss) After Tax (12.07) (15.28)

Add/ (Loss) Brought Forward from Last Year 884.14 899.42

Add / (Less) Prior period Adjustment (Taxation) NIL NIL

Balance Carried to the Balance Sheet 872.07 884.14

Equity Share Capital (Rs. 10/- per share) 14000 14000

Preference Share Capital (Rs. 10/- per share) 1 1 (The above figures has been rounded off to nearest one)

DIVIDEND:

In order to conserve the resources of the Company, your Directors do not recommend payment of dividend, for the current year.

REVIEW OF OPERATIONS:

During the year under review, the Company has not earned any income. MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATION:

The observations made by the auditors in their report in respect of the Internal Audit System and - others, read together with the notes to accounts are self explanatory and do not call for the further explanation, however the following be noted as further clarification:

Note B (8) and (9) in the SignificantAccounting Policies and Notes on Accounts (Notes A & B) to the balance sheet

Sundry debtors and Loans and advances unsecured and considered good include Rs.9,97,94,054/- and Rs.7,78,25,000/-, respectively due from an associates companies. The Management is taking steps to ensure recovery of the amount and is confident that the said advances shall be fully recovered and no provision is presently considered necessary.

The unsecured interest free loan granted by the Company to companies under the same management with understanding that the same has been granted for temporary period and recoverable on demand, hence the same is not prejudicial to the interest of the Company

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of section 58Aof the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS:

Shri KlrtJkumar N. Parekh, Director of the Company who is liable to retire by rotation and being eligible, offer himself for reappointment.

AUDITORS:

M/s. S. Kumar Jain & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company who retire at the ensuing Annual General Meeting & being eligible offer themselves for reappointment.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) In the preparation of the Accounts for the Financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

li) The Directors had selected such accounting policies and applied them consistently and made judgements 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;

iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Since the paid up capital of the company is less than Rs.3,00,00,000/- mandatory provisions of the Corporate Governance under Clause 49 of the Listing Agreement are not applicable to the company. However as measure of good corporate governance practice, the company has voluntarily initiated to the extent possible, considering constitutions of Board and activities of the Company, steps towards the compliance of the same.

HUMAN RESOURCES:

There are no employees covered under the limits as specified under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING ANDOUTGO.:

The information required under section 217 (l)(e)of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rule, 1988 is as follows.

I. Conservation of Energy : NA

ii. TechnologyAbsorption, : NA

Adoption and innovation

Hi. Foreign Exchange Earnings : NIL

iv. Foreign Exchange Outgo : NIL

COMPLIANCE CERTIFICATE:

The Company is unable to obtained Compliance Certificate required under section 383(1A) of the Companies AcL1956, as the assignment of the Secretarial Audit has not been accepted by any professional having membership of Institute of Company Secretaries of India. The Company has been trying to engage a Company Secretary from the date became applicable to the company but in vain.

However, the company shall continue to try and engage a Company Secretary who could accept the assignment and report shall be furnished accordingly.

ACKNOWLEDGEMENT:

The Directors would like to place on record their sincere appreciation for the continued support received from shareholders, bankers, legal advisors and all other connected with the business of the Company, for their outstanding contribution in the activities of the Company.

By order of the Board of Directors For Panther Industrial Products Limited

Kartik K. Parekh Kaushlk C. Shah (Director) (Director) DIN:00009502 DIN:00009510

Place: Mumbai Date : 30th May, 2014

Registered Office: First Floor, Radha Bhuvan, 121 Nagindas Master Road, Fort. Mumbai-400 023

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Mar 31, 2013

To, The Members of PANTHER INDUSTRIAL PRODUCTS LIMITED

Mumbai.

Dear Sir/Madam,

The Directors take pleasure in presenting 25th Annual Report with the audited accounts for the year ended31stMarch,2013.

FINANCIAL RESULTS:

PARTICULARS 2012-2013 2011-2012 Rs. in Lacs Rs. In Lacs

Net Income / (Loss) from operations 0.00 0.00

Less: Expenses 3.74 6.34

Profit I (Loss) before Interest and Depreciation (3.74) (6.34)

Less: Interest NIL NIL

Depredation 11.54 13.07

Profit I (Loss) Before Tax (15.28) (19.41)

Less: Provision for Income Tax NIL NIL

Profit/(Loss) After Tax (15-28) (19.41)

Add/ (Loss) Brought Forward from Last Year 899.42 918.83

Add / (Less) Prior period Adjustment (Taxation) NIL NIL

Balance Carried to the Balance Sheet 884.14 699.42

Equity Share Capital (Rs. 101- per share) 14000 14000

Preference Share Capital (Rs. 10/- per share) 1 1

(The above figures has been rounded off to nearest one)

DIVIDEND:

In order to conserve the resources of the Company, your Directors do not recommend payment of dividend, for the current year.

REVIEW OF OPERATIONS:

During the year under review, the Company has not earned any income.

MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATION:

The observations made by the auditors in their report in respect of the Internal Audit System and others, read together with the notes to accounts are self explanatory and do not call for the further explanation, however the following be noted as further clarification:

Note B (8) and (9) in the Significant Accounting Policies and Notes on Accounts (Notes A & B) to the balance sheet

Sundry debtors and Loans and advances unsecured and considered good include Rs.9,97,94,054/- and Rs.7,78,25,000/-, respectively due from an associates companies. The Management is taking steps to ensure recovery of the amount and is confident that the said advances shall be fully recovered and no provision is presently considered necessary.

The unsecured interest free loan granted by the Company to companies under the same management with understanding that the same has been granted for temporary period and recoverable on demand, hence the same is not prejudicial to the interest of the Company

PUBUC DEPOSITS:

During the year under review, the Company has not accepted any deposit within the meaning of section 58Aof the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS:

Shri Kartik K. Parekh, Director of the Company who is liable to retire by rotation and being eligible, offer himself for reappointment.

AUDITORS:

M/s. S. Kumar Jain & Co., Chartered Accountants, New Delhi, Statutory Auditors of the Company who retire at the ensuing Annual General Meeting & being eligible offer themselves for reappointment

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the Accounts for the Financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

li) 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;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting Records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other Irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Since the paid up capital of the company is less'' than Rs.3,00,00,000/- mandatory provisions of the Corporate Governance under Clause 49 of the Listing Agreement are not applicable to the company. However as measure of good corporate governance practice, the company has voluntarily initiated to the extent possible, considering constitutions of Board and activities of the Company, steps towards the compliance of the same.

HUMAN RESOURCES:

There are no employees covered under the limits as specified under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

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

The information required under section 217 (l)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rule, 1988 is as follows.

1. Conservation of Energy : N.A.

2. Technology Absorption, : N.A.

Adoption and innovation

3. Foreign Exchange Earnings : NIL

4. Foreign Exchange Outgo : NIL

COMPLIANCE CERTIFICATE:

The Company is unable to obtained Compliance Certificate required under section 383(1A) of the Companies Act,1956, as the assignment of the Secretarial Audit has not been accepted by any professional having membership of Institute of Company Secretaries of India. The Company has been trying to engage a Company Secretary from the date became applicable to the company but in vain.

However, the company shall continue to try and engage a Company Secretary who could accept the assignment and report shall by furnished accordingly.

ACKNOWLEDGEMENT:

The Directors would like to place on record their sincere appreciation for the continued support received from shareholders, bankers, legal advisors and all other connected with the business of the Company, for their outstanding contribution in the activities of the Company.

By order of the Board of Directors

For Panther Industrial Products Limited

Kirtikumar N. Parekh Kaushik C. Shah (Director) (Director)

Place: Mumbai

Date : 30th May, 2013



Registered Office:

First Floor, Radha Bhuvan,

121 Nagindas Master Road,

Fort, Mumbai -400 023

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Mar 31, 2009

The Directors take pleasure in presenting 21st Annual Report with the audited accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS:

PARTICULARS 2008 – 2009 2007 – 2008 (Rs. In Lacs) (Rs. in Lacs)

Net Income / (Loss) from operations 0.00 0.10

Less: Expenses 5.48 13.00

Profit / (Loss) before Interest and Depreciation (5.48) (12.90)

Less: Interest NIL NIL

Depreciation 3.24 3.24

Profit / (Loss) Before Tax (7.88) (16.14)

Less: Provision for Income Tax NIL NIL

Profit / (Loss) After Tax (7.88) (16.14)

Add/ (Loss) Brought Forward from Last Year 937.05 953.19

Add / (Less) Prior period Adjustment (Taxation) NIL NIL

Balance Carried to the Balance Sheet 929.17 937.05

Equity Share Capital (Rs.10/- per share) 14000 14000

Preference Share Capital (Rs.10/- per share) 1 1

(The above figures has been rounded off to nearest one)

DIVIDEND:

In order to conserve the resources of the Company, your Directors do not recommend payment of dividend, for the current year.

REVIEW OF OPERATIONS:

During the year under review, the Company has not earned any income.

PUBLIC DEPOSITS:

During the year under review, the company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS:

Shri Kaushik C. Shah, Director of the Company who is liable to retire by rotation and being eligible, offer himself for reappointment.

AUDITORS:

M/s. S. Kumar Jain & Co., Chartered Accountants, Mumbai, Statutory Auditors of the Company who retire at the ensuing Annual General Meeting & being eligible offer themselves for reappointment.

As regards to the observation made by the auditor in their report, the same read together with notes to accounts attached to the statement of accounts are self explanatory and do not call for further explanation and Directors has nothing more to add as explanation to the auditors observation.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

i) in the preparation of the Accounts for the Financial year ended 31st March, 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) the Directors had selected such accounting policies and applied them consistently and made judgements 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;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE :

Since the paid up capital of the company is less then Rs.3,00,00,000/- mandatory provisions of the Corporate Governance under Clause 49 of the Listing Agreement are not applicable to the company. However as measure of good corporate governance practice, the company has voluntarily initiated to the extent possible, considering constitutions of Board and activities of the Company, steps towards the compliance of the same.

HUMAN RESOURCES:

There are no employees covered under the limits as specified under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

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

The information required under section 217 (I)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rule, 1988 is as follows.

1. Conservation of Energy : N.A.

2. Technology Absorption, : N.A. Adoption and innovation

3. Foreign Exchange Earnings : NIL

4. Foreign Exchange Outgo : NIL

COMPLIANCE CERTIFICATE:

The Company is unable to obtained Compliance Certificate required under section 383(1A) of the Companies Act,1956, as the assignment of the Secretarial Audit has not been accepted by any professional having membership of Institute of Company Secretaries of India. The Company has been trying to engage a Company Secretary from the date became applicable to the company but in vain.

However, the company shall continue to try and engage a Company Secretary who could accept the assignment and report shall be furnished accordingly.

ACKNOWLEDGEMENT:

The Directors would like to place on record their sincere appreciation for the continued support received from shareholders, bankers, legal advisors and all other connected with the business of the Company, for their outstanding contribution in the activities of the Company.

By order of the Board of Directors For Panther Industrial Products Limited

Place: Mumbai Sd/- Sd/-

Date : 29th June, 2009 Kirtikumar N. Parekh Kaushik C. Shah (DIRECTOR) (DIRECTOR)

Registered Office:

First Floor, Radha Bhuvan, 121 Nagindas Master Road, Fort, Mumbai - 400 023