panacAR 2016 2017

MANAGEMENT DISCUSSION AND ANALYSIS
➢ Cautionary and Forward-looking Statement
Statements in this Management Discussion and Analysis of Financial Condition and Results of Operations of the
meaning of applicable securities laws and regulations. Forward looking statements are based on certain assumptions
and expectations of future events.
The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The
Company assumes no responsibility to publicly amend, modify or revise forward looking statements, on the basis of
any subsequent developments, information or events. Actual results may differ materially from those expressed in the
regulations, tax laws, economic developments within the country and such other factors globally.
The financial statements are prepared under historical cost convention, on accrual basis of accounting, and in
accordance with the provisions of the Companies Act, 2013 (the Act) and comply with the Accounting Standards
notified under Section 133 of the Act. The management of Panache Digilife Limited has used estimates and
judgments relating to the financial statements on a prudent and reasonable basis, in order that the financial
statements, reflect in a true and fair manner, the state of affairs and profit for the year.
The following discussions on our financial condition and result of operations should be read together with our audited
consolidated financial statements and the notes to these statements included in the annual report. Unless otherwise
spe
to Panache Digilife Limited and its subsidiaries and associates.
➢ Industry structure and developments
• The IT & electronics industry is one of the fastest-growing industries in India, both in terms of production and
exports.
• The Indian electronics and hardware industry is expected to grow at a compound annual growth rate (CAGR) of
13-16 per cent to touch US$ 112-130 billion by 2018.
• On electronic production, in 2015, the electronic products market was sized at $61.8 billion, growing at a CAGR
of 10 per cent over the past two years and that the sector was expected to grow at a CAGR of 15-19 per cent
to reach $123-150 billion by 2020.
• Domestic manufacturing has been growing at a CAGR of 17 per cent in recent past, which is expected to
increase further over the next five years.
• India's ESDM (Electronic System Design and Manufacturing) industry is forecasted to grow at a Compound
Annual Growth Rate of 16-23 per cent to reach $171-228 billion by 2020, an industry specific report said on
Tuesday.
• Electronic components market is estimated to grow at a CAGR of 22-33 per cent to reach $36.6-56.5 billion,
design services revenue is forecast to reach $23.5-29.2 billion by 2020 at a CAGR of 13-18 per cent.
• According to government estimates, Consumer Electronics has the highest share (29.7 per cent) in the total
production of electronic goods in India. The growth in consumer electronics over the years has been
accompanied by an increase in imports in respect of certain items like LCD/LED TVs.
• The Electronic Components had witnessed a growth of about 23.74 per cent from the previous year which was
supported by the rapid growth in domestic manufacturing of electronic components. Industrial electronics
contributed 20.9 per cent of the total output of electronics goods industry in FY15.
• Industrial electronics is expected to grow at a considerable pace with the new plans and schemes being
formulated by the government.
• Communication and broadcasting equipment constitutes 10 per cent of total production of electronic goods in
India in FY15. Not surprisingly, computers are a key component of total electronics output in India (9.9 per cent
s likely to go up over this decade, given greater policy focus on encouraging
computer hardware manufacturing.
Annual Report 2016-17 | 16

• As of FY16, production of industrial electronics, LEDs, in value terms, stood at around USD6887.11 million,
USD548.43 million, respectively.
• The Government of India has set up Electronic Hardware Technology Parks (EHTPs), Special Economic Zones
(SEZs) and a brought about a favourable climate for foreign direct investment (FDI). It has also increased
liberalization and relaxed tariffs to promote growth in the sector. In addition, the government gave its green signal
to the Modified Special Incentive Package Scheme (MSIPS) under which the central government will be offering
up to US$ 1.7 billion in benefits to the electronics sector in next five years.
• The growing customer base and the increased penetration in consumer durables segment has provided enough
scope for the growth of the Indian electronics sector. Also, digitization of cable could lead to increased
broadband penetration in the country and open up new avenues for companies in the electronics industry.
• Software development and IT-
• The Indian information technology-business process management (IT-BPM) sector contributes 56 per cent in
• The industry offers a range of services, from low-end application development to high-end integrated IT solutions
across multiple verticals, with a well-developed vendor base
(Source-www.ibef.org, http://www.business-standard.com/article/economy-policy/electronics-industry-estimated-to-
grow-at-a-cagr-of-up-to-23-117022100984_1.html)
➢ About Panache
Incorporated in March 2007, Panache Digilife Limited (Formally known as Vardhaman Technology Limited; Earlier
Vardhaman Technology Private Limited) is a one-stop IT hardware hub, specializing in cost effective electronics
manufacturing solutions of diverse hardware and embedded system solutions. We have partnership with reputed
Fortune 500 brands such as Intel, Microsoft, SAP among others, which help us garner mind and market share across
globe. With our wide network, we are able to cater both domestic and international clients. Our focus remains on
productivity, quality designing and bulk sourcing, relocation to lower overhead & labour costs in order to be able to
provide cost effective solutions to our clients. We have a state-of the-art manufacturing facility in Daman, which aids
in easy access to JNPT port, lower cost of labour and continues electricity supply. With our wide range of products
and solutions along with experienced management team, we are able to build strong relationship with suppliers and
customers. The Company has 100% subsidiary, Wemart Global F.Z.E, incorporated in November 2016, which
become operational during the last quarter of financial year 2016-17.
➢ Discussion on financial performance with respect to operational performance
• Business Overview
Panache Digilife Ltd. operates in various Product Categories with Personal Computing Products being it main
Category. LED TV & Commercial Signage Display products are under the Audio-Visual Display Category and
IOT & GPS products and solutions under Telematics Category.
The company's focus on engineering and research based solutions and product offerings are committed to
creation of thought leadership and development of new products/solutions in areas such as Internet of Things,
Telematics, Industrial PC, GPS devices also complementing the Make in India philosophy. Panache encourages
bold thinking and disruptive approach that is needed to help customers outperform in a rapidly changing digital
economy.
The Company has formally opened a subsidiary to increase its reach in the Middle East and Africa Market and
the financial performance of the subsidiary has been exemplary.

• Financial Performance and Review
Particulars Standalone Consolidated

FY 2017 FY 2016 FY 2017 FY 2016
Revenue from Operations 5621.09 4929.06 7,894.18 -
Profit before Depreciation
Interest & Tax (PBDIT) 416.32 371.39 679.50 -
Net Profit After Tax (PAT) 179.89 156.02 443.07 -
Gross Debt 1811.51 1594.78 1811.51 -
The Consolidated Profit before Depreciation Interest and Tax (PBDIT), for the year 2016-17 was Rs.679.50 lakhs
and Net Profit after Tax (PAT) stood at Rs.443.07 lakhs. Consolidated figures for 2015-16 are not available as
the subsidiary was not existent during that period.
The Standalone Profit before Depreciation Interest and Tax (PBDIT), for the year 2016-17 was Rs.416.32 lakhs
as compared to Rs.371.39 lakhs for the previous year 2015-16.
The Net Profit after tax (PAT) stood at Rs.179.89 lakhs for the year 2016-17 as compared to Rs.156.02 lakhs.
The increase in both the PBDIT and PAT is in line with the increase in turnover.
Considering the Consolidated figures when compared to the figures of the previous year, there has been a
quantum jump in the performance metrics both in Revenue as well as profitability with revenue increase of 60%
and the PAT increase of 184%.
• Resources and Liquidity
As on 31st March, 2017, the consolidated net worth of the company stood at Rs. 912 lakhs and the Gross
Borrowings (long term and short term included) were Rs. 1811.51 lakhs. The net debt to equity ratio of the
Company stood at 1.98 as on March 31, 2017.
The cash and cash equivalents at the end of March 31, 2017 were Rs. 111.23 lakhs.
➢ Opportunities
• New Geographies
o Targeting Rural and semi urban markets for our products
o Africa and Middle East markets
• New Verticals
o Government, healthcare, media and utilities together have IT spend of approximately USD190 billion, but
o Emerging verticals (retail, healthcare, utilities) are driving growth.
• Incentives & concessions under schemes

o Export Oriented Unit (EOU) Scheme, Electronics Hardware Technology Park (EHTP) Scheme, Software
Technology Park (STP) Scheme & EOU/EHTP/STP Schemes.
• Rise in Organized Retail

o Organized retailing will not only streamline the supply chain, but also facilitate increased demand, especially
for high-end and branded products. Organized retail industry is expected to cover a market share of 15%
18%, from around 3% currently by 2020.

➢ Threats
• Competition from local and multinational players

• Minimal entry barriers
• Regulatory changes
• Attraction and retention of human Resource
• Increasing competition from Chinese and SE Asian manufacturers
o Indian manufacturers face strong competition from Chinese and other SE Asian counterparts which have
a huge supply base and installed capacities. Moreover, China government provides numerous subsidies
for manufacturing units development
➢ Outlook
• Increase in discretionary income and credit availability has boosted demand for consumer durables. The
government is one of the biggest consumers of the sector and leads the corporate spend on electronics; this is
not surprising given that electronics facilitates e-governance, developmental schemes and initiatives launched
by the government.
• Strong demand and favorable investment climate in the sector are attracting investments in R&D as well as
manufacturing.
• manufacture and provide
innovative products at affordable prices and innovative design. Also, continuous endeavor to design, innovate
and reinvent products is our prime focus.
• Targeting rural and semi urban markets for our products.
• IoT (Internet of Things) allows organizations to adopt IoT functioning in their business context, creating entirely
new services that deliver an enhanced experience and measurable business outcomes. These experiences will
have an increasing role in differentiating enterprises and positioning them for the 21st century.
➢ Risks and concerns
An analysis of the key risk factors is discussed with the stakeholders of the business verticals and key support
functions wherein risks are identified, assessed, analyzed and accepted / mitigated to an acceptable level within the
risk appetite of the organization.
The Company faces the following Risks and Concerns:
• Economic Risk
The high-tech industry in general and the computer hardware segment in particular, is a risky one. Intense price
competition, short product life cycles, volatile demand, and the large investments required to stay on the cutting-
edge, place hardware makers in a vulnerable position. Research and development costs are high, markets shift
quickly, and margins are thin.
Hardware sales tend to rise and fall with economic cycles, booming during periods of rapid expansion and
plummeting as growth cools. Business customers account for the vast majority of computer hardware sales,
and their demand is strongly influenced by current economic conditions and their own profitability. When profits
are rising, companies are eager to expand and invest in new IT equipment to support their growth. When profits
are declining, they see IT spending as an area that can be cut with relatively little consequence to their current
cash flow. While economic downturns affect all areas of the IT business, they tend to hit computer hardware
vendors harder than others.
• Competition Risk
We experience intense competition in traditional services and see a rapidly-changing marketplace with new
competitors arising in new technologies who are focused on agility, flexibility and innovation. We typically

compete with other technology services providers in response to requests for proposals. Clients often cite our
industry expertise, comprehensive end-to-end solutions, ability to scale, superior quality and process execution,
experienced management team, talented professionals and track record as reasons for awarding us contracts.
In future, we expect intensified competition. In particular, we expect increased competition from firms that
strengthen their offshore presence in India or other low-cost locations and firms that offer technology-based
so
• Technology Related Risks
The Company operates in an ever evolving and dynamic technology environment and therefore, it becomes
important for the Company to continuously review and upgrade its technology, resources and processes to
mitigate technology obsolescence. The Company is not dependent on any single technology or platform.
Company has developed competencies in various technologies, platforms and operating environments and
offers a wide range of technology options to clients to choose from, for their business needs.
• Execution Risk
The Company has undertaken number of projects in the last year and several more are in the pipeline. Project
execution is largely dependent upon land purchase, project management skills and timely delivery by equipment
suppliers. Any delay in project implementation can impact revenue and profit for that period. Our implementation
schedules are in line with the plans. Emergency and contingency plans are in place to prevent or minimize
business interruptions. Therefore, we do not expect this risk to affect us materially in the future. Concerns like
soaring land prices, a complex tax structure, infrastructure bottle-necks, retaining talent and unprecedented
natural and man-made disasters and political/social turmoil which may affect our business, remain. However,
these are threats faced by the entire industry. With superior methodologies and improved processes and
systems, the Company is well positioned to lead a high growth path.
➢ Internal control systems and their adequacy
The company has put in place an adequate system of internal control commensurate with its size and nature of
business.
These systems provide a reasonable assurance with regard to financial and operational information, complying with
applicable statutes, safeguarding assets of the company and ensuring compliance with corporate policies.
➢ Material developments in Human Resources / Industrial Relations front, including number of people employed
We believe that our employees are key contributors to our business success. We focus on attracting and retaining
the best possible talent. Our Company looks for specific skill sets, interests and background that would be an asset
for our business.
As on 31st March, 2017 we have 38 employees at the registered office and manufacturing unit. We also employ
casual labour on need basis. Our manpower is a prudent mix of experienced and youth which gives us the dual
advantage of stability and growth. Our work progress and skilled/ semi-skilled/ unskilled resources together with our
strong management team have enabled us to successfully implement or growth plans.
➢ Disclosure of Accounting Treatment
Foreign Currency Transactions occurred during the year are translated into INR at the exchange rate prevailing on
costing purpose the consistent practice is followed over years.
The information in this section is based on Industry sources and publications. Industry sources and publications generally
state that the information contained therein has been obtained from sources it believes to be reliable, but their accuracy,
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.

To the Members,
On behalf of the Board of Directors, it is our pleasure to present the 10 thAnnual Report on the business and operations
of the Company together with the Audited Standalone Financial Statement and Audited Consolidated Financial
Statement 31st March, 2017.
Financial Performance
The summarized standalone and consolidated financial results of your Company are given below:
(₹ in lakhs)
Particulars Financial Year Ended
Standalone Consolidated
31/03/2017 31/03/2016 31/03/2017 31/03/2016
Revenue from operations (net) 5621.09 4929.06 7894.18 -
Other income 56.50 55.48 56.50 -
Earnings before interest, tax, depreciation 472.82 426.88 736.00 -
and amortization (EBITDA) and prior period
adjustments
Depreciation and amortization expenses 15.75 14.84 15.75 -
Finance Cost 185.86 167.77 185.86
Profit before tax (PBT) 271.92 244.26 535.10 -
Profit after tax and minority interest (PAT) 179.89 156.02 443.07 -
*Previous year figures have been regrouped / rearranged wherever necessary.
Standalone Performance
Your Company achieved total revenue of ₹ 5621.09 Lakhs as compared to ₹ 4929.06 Lakhs in the previous year,
representing a year-on-year growth of 14.05%.
The Earnings before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at ₹ 472.82 Lakhs in the current
year as compared to ₹ 426.88 Lakhs during the previous year.
During the year under review, the Company registered growth of 15.30% in the Net Profit after Tax which stood at ₹
179.89 Lakhs as compared to ₹ 156.02 Lakhs in the previous year.
Consolidated Performance
For the year under review, Consolidated Total Revenue achieved by the Company is ₹ 7894.18 Lakhs. The Earnings
before Interest, Depreciation, Tax and Appropriations (EBITDA) stood at ₹ 736.00 Lakhs. Consolidate Net Profit of the
Company stood at₹ 443.07 Lakhs. Comparison data with previous years is not available since the Company has
consolidated its Financial Statements for the first time.

Change in Nature of Business, if any
During the year under review, the Company has altered the main objects of the Company by covering more business
area and received approval of Members in the Extra-Ordinary General Meeting held on 17th February, 2017 and the
same was approved by the Registrar of Companies, Mumbai vide Certificate of Registration of the Special Resolution
Confirming Alteration of Object Clause on 22nd February, 2017.
DIVIDEND
Keeping in view the continued good performance, future fund requirements of the Company and policy of the
Company for rewarding Members, your Directors are pleased to recommend a dividend of ₹ 1 (10%) per equity share
of Face Value ₹ 10/- on 18,00,000 equity shares (excluding the Equity Share upon which the members have
waived/forgone his/their right to receive the dividend by him/them for financial year 2016-17) for the financial year
2016-17. The dividend, if approved by the members of the Company in the AGM, shall be subject to Dividend
Distribution Tax to be paid by your Company but will be tax-free in the hands of the Members.
Members belonging to the promoter group of your Company have waived their right to receive dividend for the
Financial Year 2016-17 and hence the Dividend, if any, approved by the Members at the ensuing Annual General
Meeting shall be only upon 18,00,000 Equity Shares.
TRANSFER TO RESERVE
The Company has not proposed to transfer any amount to the General Reserve.
SHIFTING OF REGISTERED OFFICE
During the Year under review, the

1, L.B.S. Marg, Ghatkopar West, Mumbai 1,
L.B.S. Marg, Ghatkopar West, Mumbai
SHARE CAPITAL
Authorised Capital:
During the Year under review, the Authorised Share Capital of the Company was increased from ₹ 50 Lakhs divided
into 5 Lakh Equity shares of ₹ 10/- ₹ 7 Crores divided into 70 Lakhs Equity Shares of ₹ 10/-
to Ordinary Resolution passed in the Extra-Ordinary General Meeting on 25th November, 2016.
Pursuant to increase in Authorised Share Capital, in compliance with Section 61 of the Companies Act, 2013,
Memorandum of Association was also altered.
Issue of Equity Shares with differential rights:
The Company has not issued any Equity Shares with differential rights during the year under review.
Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year under review.
Bonus Shares:
During the year under review, the Company has issued 39,00,000 equity shares of Face Value ₹ 10/- each as Bonus in
the ratio of 13:1 i.e. Thirteen equity shares for every One equity share held which were approved by the Board of
Directors at their meeting held on 19th December, 2016 and subsequently approved by members of the Company at

Extra-Ordinary General Meeting held on 23rd January, 2017. The allotment of the said bonus shares was duly
approved by Board of Directors at their meeting held on 24th January, 2017.
Employee Stock Option:
The Company has not provided any Employee Stock Option to the employees during the year under review.
CONVERSION
The Company was originally incorporated as Vardhaman Technology Private Limited on 30 th March, 2007. During the
year under review, the Members of the Company, in their Extra-Ordinary General Meeting held on 23rd January, 2017
from
the name of the Company.
of Companies, Mumbai and fresh Certificate of Incorporation consequent upon Conversion to Public Limited Company
was issue by the Registrar and the Company became Public Limited company w.e.f. 15 th February, 2017.
NAME CHANGE
During the year under review, the name of

of Directors on 15th February, 2017 and subsequently
received Members approval on 17thFebruary, 2017. The change of name was approved by the Registrar of
Companies, Mumbai, vide Fresh Certificate of Incorporation pursuant to change of name having effect 22nd February,
2017.
SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT
During the year under review, the Company has incorporated a Wholly Owned Subsidiary
in Ajman Free Zone, U.A.E. having address at SM Office C1 119 F, vide License received on 21st
November, 2016.
Further, none subsidiaries, joint ventures or associate companies have become or ceased to be
or associate companies.
The Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act,
2013, we have prepared consolidated financial statements of the Company and its Subsidiary, which forms part of this
Annual Report. A statement containing the salient features of the financial position of the subsidiary companies in Form
AOC-1 is annexed as Annexure A. In accordance with Section 136 of the Companies Act,2013, the audited financial
statements, including the consolidated financial statements and related information of the Company and audited
accounts of subsidiary is also available on our website at www.panachedigilife.com.
The Policy for determining material subsidiaries as approved

www.panachedigilife.com
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:

A. in the preparation of the annual accounts, the applicable accounting standards had been followed along with
proper explanation relating to material departures;
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 and loss of the company for that period;
C. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;
D. the directors had prepared the annual accounts on a going concern basis;
E. the directors had laid down internal financial controls are followed by the Company and that such financial
controls are adequate and are operating effectively;
F. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws are in
place and such systems are adequate and operating effectively.
CORPORATE GOVERNANCE
Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility
and accountability and is committed to adopting and adhering to best Corporate Governance practices.
The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for
creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part
of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts
of interest. In order to conduct business with these principles, the Company has created a corporate structure based
on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate
control systems.
However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, providing a separate report on Corporate Governance under Regulation 34(3) read with para C of Schedule V is
not applicable to the Company.
RISK MANAGEMENT
disrupt computer operations, viruses, spam, scams and phishing-unsolicited communications, criminal and cyber
threats, cybercrimes, frauds, security, software updates and innovations, etc. related to the business of the company.
Other risk factors are financial risk, operating risk, marketing, lack of technical and specialised skilled staff, political
factors and government policy.
Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a
continuous basis. Further to analyse and mitigate the above-mentioned risks the Company has formulated a Risk
Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company.
Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted
by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk
management procedure will be reviewed by the Audit Committee and Board of Directors on time to time basis. For
more details, please refer to the Management Discussion and Analysis report which form part of the Annual Report.
Policy on Risk Management is available on the website of the Company www.panachedigilife.com.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY
During the year under review, all transactions entered into with the related parties as defined under the Companies Act,
Section 188 of the Companies Act, 2013. There were no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or Senior Management Personnel that had any
potential conflict with the interest of the Company at large during the year under review and hence, there were no
transactions during the year which would require to be reported in Form AOC-2. However, suitable disclosure as
required by the Accounting Standards (AS 18) has been made in the note no. 7 to the Financial Statements, which
forms a part of the Annual Report.
All Related Party Transactions are placed before the Board / Audit Committee for approval. Prior omnibus approval of
the Board / Audit Committee is obtained for the transactions which are of a foreseen or repetitive in nature. A
statement of all Related Party Transactions is placed before the Board / Audit Committee for its review on a quarterly
basis, specifying the nature, value and terms and conditions of the transactions.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
For the year under review, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social
Responsibility are not applicable to the Company.
PREVENTION OF INSIDER TRADING:
Prohibition of Insider fair disclosure of

Unpublished Price Information dissemination of Unpublished Price Sensitive Information and trading
in securities by Insiders. The said codes are also available on the website of the Company www.panachedigilife.com.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
Changes in Directors & KMP
➢ Mr. Amit Devchand Rambhia (holding DIN: 00165919) was appointed as Chairman & Managing Director of the
Company by the Board of Directors on 17th February, 2017 and the same was approved by the Members of the
Company on 17th February, 2017.
➢ Mr. Nikit Devchand Rambhia (holding DIN: 00165678) was appointed as Joint Managing Director of the
Company by the Board of Directors on 17th February, 2017 and the same was approved by the Members of the
Company on 17th February, 2017.
➢ Mr. Devchand Lalji Rambhia (holding DIN: 00165851) was appointed as Whole-Time Director of the Company
by the Board of Directors on 17th February, 2017 and the same was approved by the Members of the Company
on 17th February, 2017.
➢ Mr. Rohit Mathur (holding DIN: 06583736) was appointed as Additional Independent Director of the Company
by the Board of Directors on 17th February, 2017.
➢ Mrs. Meeta K. Mehta (holding DIN: 07515717) was appointed as Additional Independent Director of the
Company by the Board of Directors on 17th February, 2017.
➢ Mr. Bhavin Vinod Adani (holding DIN: 02919483) was appointed as Additional Independent Director of the
Company by the Board of Directors on 17th February, 2017.
➢ Mr. Nitesh Manilal Savla was appointed as Chief Financial Officer of the Company by the Board of Directors on
25th November, 2016.

➢ Ms. Jinkle Khimsaria was appointed as Company Secretary & Compliance Officer of the Company by the Board
of Directors on 25th November, 2016.
Director Retiring by Rotation
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.
Amit Devchand Rambhia (holding DIN: 00165919), Managing Director of the Company, retires by rotation at ensuing
Annual General Meeting and being eligible, offers himself for reappointment. The Board recommends his
reappointment as Director liable to retire by rotation at the ensuing Annual General Meeting.
Appointment of Independent Directors
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Mr. Rohit Mathur,
Mrs. Meeta K. Mehta and Mr. Bhavin Vinod Adani, were appointed as Additional Independent Directors of the
Company in the Board Meeting held on 17th February, 2017 and whose tenure shall expire at the ensuing Annual
General Meeting pursuant to Section 161 of the Companies Act, 2013. Now, the Company has received notices in
writing from Members under Section 160 of the Companies Act, 2013 signifying their intention to propose Mr. Rohit
Mathur, Mrs. Meeta K. Mehta and Mr. Bhavin Vinod Adani as candidates for the office of Director of the Company and
all the proposed appointees have submitted declaration of Independence under Section 149(6) of the Companies Act,
2013.
Declaration by Independent Directors:
In accordance with the Section 149(7) of the Act, each Independent Director has given a written declaration to the
Company at the time of their appointment and at the first meeting of the Board of Directors in every financial year
confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Companies Act,
2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015.
Number of Board Meetings and attendance thereat by Board:
not more than 120 days between two consecutive Meetings. The Board also meets in every calendar quarter. Date of
the Board Meetings are decided and communicated to the Directors well in advance. In case of exigencies or urgency
of matters, resolutions are passed by circulation or on a shorter notice for such matters as permitted by law. Additional
Meetings of the Board are held as and when deemed necessary by the Board.
During the year under review, the Board of your Company met 13 (Thirteen) times on 11th April, 2016; 5th August,
2016, 27th August, 2016; 27th September, 2016; 19th November, 2016; 24th November, 2016; 25th November, 2016;
19th December, 2016; 18th January, 2017; 24th January, 2017; 15th February, 2017; 17th February, 2017 and 24th
February, 2017. The details of attendance of each Director at the Board Meetings are given below;
Sr. Name of the Director No. of Board Meetings eligible No. of Board Meetings
No. attended
1 Amit Rambhia 13 12
2 Nikit Rambhia 13 13
3 Devchand Rambhia 13 13
4 Rohit Mathur 1 1
5 Meeta K. Mehta 1 1
6 Bhavin Adani 1 0
Attendance of Board at General Meetings:
During the year under review there were 4 (Four) General Meeting held on 24th September, 2016 (AGM); 25th
November, 2016 (EOGM); 23rd January, 2017 (EOGM) and 17th February, 2017 (EOGM). The details of attendance of
each Director at the General Meetings are given below;

Sr. Name of the Director No. of General Meetings eligible No. of General Meetings
No. attended
1 Amit Rambhia 4 3
2 Nikit Rambhia 4 4
3 Devchand Rambhia 4 4
4 Rohit Mathur 1 1
6 Bhavin Adani 1 1
Committees of the Board:
The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and
Independent Directors to discharge various functions, duties and responsibilities cast under the Companies Act, 2013,
SEBI (LODR) Regulations, 2015 and other applicable statutes, rules and regulations applicable to the Company from
time to time. The Committees also focus on critical functions of the Company in order to ensure smooth and efficient
business operations. The Board of Directors is responsible for constituting, assigning, co-opting and fixing the terms of
reference of these committees in line with the extant regulatory requirements. The Committees meets at regular
intervals for deciding various matters and providing directions and authorizations to the management for its
implementation.
Currently, the Board of Directors has the following committees, viz.

i. Audit Committee
ii. Nomination & Remuneration Committee
iii.
Audit committee:
During the year under review, the Company has constituted an Audit Committee pursuant to Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015 vide a resolution passed at the Board
meeting on 17th February, 2017.
The Committee comprises of the following 3 (Three) Directors;
Sr. Name of the Committee Member Position in the Committee

No
.
1 Meeta K. Mehta Chair Person
2 Rohit Mathur Member
3 Amit Rambhia Member
Representatives of the statutory and internal auditors shall be generally invited to attend the Meetings of the Audit
Committee. Chief Financial Officer of the Company shall be an invitee to the Audit Committee Meetings. The Company
Secretary of the Company acts as Secretary to the Committee.
During the year under review there was 1 (One) Meeting held on 24th February, 2017. The details of attendance of each
Director at the Audit Committee Meetings are given below;
Sr. Name of the Director No. of Committee Meetings No. of Committee Meetings
No. eligible attended
2 Rohit Mathur 1 1
3 Amit Rambhia 1 1

Nomination & Remuneration Committee
During the year under review, the Company has constituted a Nomination & Remuneration Committee pursuant to
Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015 vide a resolution
passed at the Board meeting on 17th February, 2017.
Sr. Name of the Committee Position in the

No. Member Committee
1 Bhavin Vinod Adani Chairman
2 Meeta K. Mehta Member
3 Rohit Mathur Member
The Company Secretary and Compliance Officer of the Company is acting as the Secretary to the Nomination &
Remuneration Committee.
During the year under review there was no Meeting held of Nomination & Remuneration Committee since the
Committee was formed on 17th February, 2017.
D
Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015 vide a resolution
passed at the Board meeting on 17th February, 2017.
Sr. Name of the Committee Position in the

No. Member Committee
1 Rohit Mathur Chairman
2 Nikit Rambhia Member
3 Bhavin Adani Member
The Company Secretary and Compliance

Relationship Committee.
was formed on 17th February, 2017.
BOARD EVALUATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 134 the Companies Act, 2013 (incl. rules made thereunder) and other laws as
may be applicable, Every listed Company and every other Public Company having a paid up share capital of twenty
five crore rupees or more calculated at the end of the preceding financial year shall include, in the report by its Board
of directors, a statement indicating the manner in which formal annual evaluation has been made by the Board of its
own performance and that of its committees and individual directors. However, Since the Company was not listed as
on 31st March, 2017 and does not exceed the limits as prescribed under section 134 of the Companies Act, 2013
including rules made thereunder, the Company is not mandated to carry out the annual performance evaluation of its
own performance, the Directors individually as well as the evaluation of all the Committees of the Board.
Further upon listing, the Company has formulated a Policy for formal annual evaluation by the Board of its own
performance, that of its committees and individual directors which is available on the website of the Company at
www.panachedigilife.com

HUMAN RESOURCE
During the Year under review, the personal and industrial relations with the employees remained cordial in all respects.
The management has always carried out systematic appraisal of performance and imparted training at periodic
intervals. The Company recognizes talent and has judiciously followed the principle of rewarding performance. The
total number of employees on the rolls of the Company were 38 as on 31st March, 2017. Material disclosures in the
Human Resource front have been detailed under the head
Analysis which forms a part of the Annual Report.
Statutory Auditor
The Members of the Company at their 7th Annual General Meeting (AGM) held in 2014, approved the appointment of
M/s. Jain Salia & Associates (Firm Registration no. 116291W) Chartered Accountants, as statutory auditors of the
Company, for 5 Financial Years i.e. 2014-15 to 2018-19 and to hold office for a period of 5 years, from the conclusion
of the 7th AGM till the conclusion of the 12th AGM to be held in the year 2018.
Thus, the Statutory Auditor of the Company for the Financial Year 2016-17 as ratified by the members of the Company
were M/s. Jain Salia & Associates (Firm Registration no. 116291W) Chartered Accountants, and they have conducted
the audit for the said period.
The Company got listed in the Financial year 2017-18 and hence provisions of Section 139(2) of the Companies Act,
2013, are applicable to the Company from this Financial Year. Now in compliance with the provisions of Section 139(2)
of the Companies Act, 2013, the Company shall not appoint or re-appoint an audit firm as auditor for more than two
terms of five consecutive years. The existing Statutory Auditor of the Company shall complete their tenure of 10 years
in the Company i.e. since inception till 2016-17 and hence they have submitted their in-eligibility to be ratified in the
ensuing Annual General Meeting.
In terms of the requirements of Section 139 of the Act read with rules made thereunder, the Board of Directors of the
Company on the recommendation of the Audit Committee has appointed M/s. KPB & Associates, Chartered
Accountants (Firm Registration No. 114841W) as the Statutory Auditors of the Company in the Board Meeting held on
18th August, 2017, for a term of 5 (five) consecutive years commencing from the conclusion of the ensuing 10 th AGM till
the conclusion of the 15th AGM to be held in the year 2022, on remuneration to be decided by the Board or
Committee, subject to the ratification of their appointment at every AGM thereafter.
Further M/s. KPB & Associates, Chartered Accountants, have confirmed their eligibility under Section 141 of the
Companies Act, 2013, Rule 4 of the Companies (Audit and Auditors) Rules, 2014 and SEBI (LODR) Regulations, 2015.
Also, the said Chartered Accountants holds a valid certificate issued by the Peer Review Board of the Institute of
Chartered Accountants of India.
Statutory Audit
Report to the Members on the Financial Accounts for the year ended 31 st
March, 2017. Further, the Auditors Report being self-explanatory does not call for any further comments from the
Board of Directors.
Secretarial Audit
The Company got listed on 25th April, 2017 i.e. after the year under review and hence provisions of section 204 of the
Companies Act, 2013 relating to Secretarial Audit and obtaining Secretarial Audit Report is not applicable to the
Company.

MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 34(2)(e) and para B of Schedule V of SEBI (LODR) Regulations 2015, Management Discussion
& Analysis Report forms a part of the Annual Report and is provided elsewhere in the Annual Report.
DISCLOSURES
Vigil Mechanism
In line with the best Corporate Governance practices, the Company, has put in place a system through which the
Directors, employees and business associates may report concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's Code of Conduct without fear of reprisal.
The Company has put in place a process by which employees and business associates have direct access to the
Vigilance Officer and Chairman of Audit Committee. The Whistle Blower Policy has been posted on the C
website at www.panachedigilife.com.
Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013
Your Company has adopted an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment
set up to redress complaints received regarding sexual harassment of women at workplace. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
No action was required to be taken by the Company as there were no complaints relating to sexual harassment
received during the year under review.
Public Deposit Disclosure
There were no public deposits accepted during the year under review or any amount of principal or interest thereof
was outstanding in terms of section 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014, for the Financial Year ended on 31st March, 2017.
Particulars of Loans given, Investments made, Guarantees given and securities Provided
The Company has made compliance with the provisions of Section 186 of the Companies Act, 2013 during the year
under review. Please refer Note 11 to the Standalone Financial Statement which forms a part of this Annual report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as
stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014, is provided as Annexure B which forms part of this Report.
Extract of Annual Return
In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, as amended from time to time, an extract of the Annual Return of the
Company for the year ended 31st March, 2017, is provided in the prescribed Form MGT 9 as Annexure C which
forms part of Directors Report.

Particulars of Employees and related disclosures
The particulars of employees drawing remuneration in excess of the limits set out in Section 197(12) of the Act read
with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to
this report, as Annexure D.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE
During the year under review, no significant and material orders have been passed against the Company by any
ons in future.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION 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
Material changes and commitments, affecting the financial position of the Company, that have occurred between the
end of the financial year of the Company i.e. 31 st th
August,
2017 is listing of equity shares of the Company on NSE EMERGE platform (SME platform).
EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
Initial Public Offering & Listing of Equity Shares
In the Financial year 2017-18, the Company came out with an IPO of 18,00,000 Equity Shares of Face Value of ₹ 10/-
each for cash at a price of ₹ 81/- per Equity share (including a share premium of ₹ 71/- per Equity Share) aggregating
to ₹ 1458 Lakh. The said public issue was approved by the Members in their Extra-Ordinary General Meeting of the
Company held 17th February, 2017.
The Public issue opened for subscription on 11th April, 2017 and closed on 17th April, 2017. The issue has received
1,491 applications for 41,74,400 Equity Shares (before Technical Rejections, bids not banked and invalid duplicate
bids) including Market Maker Applications of 92,800 Equity Shares. The issue was subscribed to the extent of 3.32
times as per application data (before Technical Rejections, bids not banked and invalid duplicate bids). After
considering the technical rejections cases, the issue was subscribed 2.21 times. The basis of allotment was finalised in
consultation with the Designated Stock Exchange on 20 th April, 2017. The allotment of 18,00,000 equity shares was
made on 21st April, 2017.
The Company had made an application to NSE for listing of its securities on the NSE SME platform on 21 st April, 2017
pursuant to Initial Public Issue of 18,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 71/- per Equity Share.
NSE has given final approval for listing and trading of 60,00,000 Equity Shares of Rs. 10/- each on NSE SME platform
from 25th April, 2017 onwards with scrip code PANACHE.
The Company has complied with all the requirements prescribed by the Companies Act, 2013, various SEBI
Policies and Disclosure Requirements
In the Financial Year 2017-18, pursuant to listing of shares of the Company and in terms of provisions of the Act and
provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
adopted various applicable policies. The policies are availabl - www.panachedigilife.com.
Act forms part of Nomination and Remuneration Policy and has been disclosed as Annexure E.

GENERAL
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.
B. There was no instance of reporting of fraud to the Audit Committee and of Directors.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank the Government of India, Governments of various countries, concerned
State Governments, other Government Authorities, Departments and Agencies, the Stakeholders, Business
Associates, Banks, Financial Institutions, Customers, Vendors and Service Providers for the valuable support and co-
operation extended by them during the year.
Your Directors would also like to place on record their sincere thanks and appreciation for the contribution, consistent
hard work, dedication and commitment of our employees at all levels
By order of the Board of Directors of

Panache Digilife Limited
____________________________
Amit Devchand Rambhia
Date: 18/08/2017 Chairman & Managing Director
Place: Mumbai DIN: 00165919

Annexure A to Directors Report
FORM AOC-1
(Pursuant to first proviso to section 129(3) read with rule 5 of Companies(Accounts) Rules, 2014)
Statement containing salient features of the financial statements of subsidiaries/associate companies/joint ventures u/s
129(3)
Part A Subsidiary
Sr. No. Particulars Details
1 Name of the subsidiary Wemart Global F.Z.E.
2 The date since when subsidiary was acquired 21.11.2016
3 Reporting period for the subsidiary concerned, if N.A.
4 Reporting currency and Exchange rate as on the last INR 64.8589 per USD
date of the relevant Financial year in the case of foreign
subsidiaries
5 Share capital ₹ 9.56 (net off receivable Share Capital)
6 Reserves & surplus ₹ 256.47
7 Total assets ₹ 2219.34
8 Total Liabilities ₹ 2219.34
9 Investments -
10 Turnover ₹ 2273.08
11 Profit before taxation ₹ 256.47
12 Provision for taxation -
13 Profit after taxation ₹ 256.47
14 Proposed Dividend -
15 % of shareholding 100%
• None of the subsidiaries of the Company are yet to commence business operations.
• None of subsidiaries of the Company have been liquidated or sold during the year.
• ₹ in Lakhs
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint
Ventures

- -17

____________________________

Annexure B to Directors Report
Information under Section 134(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules
2014, and forming
A. Conservation of Energy
(i) the steps taken or impact on

conservation of energy its office & factory and therefore the scope of energy conservation is
limited. The Company is taking all necessary measures for
conservation of energy and creating awareness amongst the
employees on the necessity of conservation of energy is practiced
regularly.
(ii) the steps taken by the company for NIL
utilizing alternate sources of energy
(iii) the capital investment on energy NIL
conservation equipments
B. Technology absorption
(i) the efforts made towards technology NIL

absorption
(ii) the benefits derived like product NA
improvement, cost reduction, product
development or import substitution
(iii) in case of imported technology (imported NIL
during the last three years reckoned from
the beginning of the financial year)-
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully
absorbed
(d) if not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof
(iv) the expenditure incurred on Research During the year under review, the Company has not initiated
and Development any new Research and Development activity.
C. Foreign exchange earnings and Outgo
Particulars USD INR

Foreign Exchange earnings 42,769 28,71,526.25
Foreign Exchange expenditure 25,37,420.34 17,03,34,739.06

____________________________

Annexure C to Directors Report
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31/03/2017
of
PANACHE DIGILIFE LIMITED
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management &
Administration) Rules, 2014.
I. REGISTRATION & OTHER DETAILS:
1. CIN *U72200MH2007PLC169415
2. Registration Date 30/03/2007
3. Name of the Company Panache Digilife Limited
(Formerly known as Vardhaman Technology Ltd.;
Earlier Vardhaman Technology Pvt. Ltd.)
4. Category/Sub-category of the Company Public Company limited by Shares
5. Address of the Registered office & contact details (A): Unit No. 201/B1, Raheja Plaza-1, L.B.S.
Marg, Ghatkopar West, Mumbai 400 086,
Maharashtra, India
(E): info@panachedigilife.com
(C): 022 2500 7002
(W): www.panachedigilife.com
6. Whether listed company **No
7. Name, Address & contact details of the Registrar & Bigshare Services Private Limited
Transfer Agent, if any. (A): 1st Floor, Bharat Tin Works Building, Opp.
Vasant Oasis Apartments (Next to Keys Hotel),
Marol Maroshi Road, Andheri East, Mumbai
400059
(E): investor@bigshareonline.com
(F): 022-28475207
(C): 022-40430200, 28470652, 62638200
(W): www.bigshareonline.com
*As on date CIN is L72200MH2007PLC169415.
**The Company got listed on 25th April, 2017.
II. 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 and Description of main NIC Code of the % to total turnover of the company
products / services Product/service
1 Manufacture of computers and 262 92.48
peripheral equipment
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. Name and address of the CIN / GLN Holding / % of Shares held Applicable
No.
Company Subsidiary / section
Associate
1 Wemart Global F.Z.E N.A. Subsidiary 100% Section 2(87)
SM-Office C1 1119 F
Ajman, U.A.E.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A. Category-wise Share Holding

Category of No. of Shares held at the beginning of No. of Shares held at the end of the year %
shareholders the year Chang
Dema Physical Total % of Total Dema Physical Total % of Total e
t Shares t Shares during
the
year
A. Promoters
(1) Indian
a) Individual / - 2,99,990 2,99,990 99.99% - 42,00,000 42,00,000 100% 0.01%*
HUF
b) Central - - - - - - - - -
Government
c) State - - - - - - - - -
Government
d) Bodies - - - - - - - - -
Corporate
e) Banks / - - - - - - - - -
Financial
Institutions
f) Any Other - - - - - - - - -
2,99,990 2,99,990 99.99% - 42,00,000 42,00,000 100% 0.01%
Sub-total (A)(1) -
(2) Foreign
a) NRIs - - - - - - - - - -
Individuals
b) Other - - - - - - - - - -
Individuals
c) Bodies - - - - - - - - -
Corporate
d) Banks / - - - - - - - - -
Financial
Institutions
e) Any Other - - - - - - - - -
Sub-total (A)(2) - - - - - - - - -
Total - 2,99,99 2,99,99 99.99% - 42,00,00 42,00,00 100% 0.01%

Shareholding of 0 0 0 0
Promoter (A) =
(A)(1)+(A)(2)
B. PUBLIC
SHAREHOLDING
(1) Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / - - - - - - - - -
Financial
Institutions
c) Central - - - - - - - - -
Governments
d) State - - - - - - - - -
Governments
e) Venture - - - - - - - - -
Capital Funds
f) Insurance - - - - - - - - -
Companies
g) Foreign - - - - - - - - -

Institutional
Investors (FII)
h) Foreign - - - - - - - - -
Venture Capital
Funds
i) Others (Specify) - - - - - - - - -
Sub-total (B)(1) - - - - - - - - -
(2) Non-Institutions
a) Bodies
Corporate
i) Indian - - - - - - - - -
ii) Overseas - - - - - - - - -
b) Individuals - - - - - - - -
i) Individual - 10 10 0.01% - - - - -0.01%*
shareholders
holding nominal
share capital
upto Rs 1 lakh
ii) Individual - - - - - - - - -
shareholders
holding nominal
share capital in
excess of Rs 1
lakh
c) Others Specify
1. NRI - - - - - - - - -
2. Overseas - - - - - - - - -
Corporate
Bodies
3. Foreign - - - - - - - - -
Nationals
4. Clearing - - - - - - - - -
Members
5. Trusts - - - - - - - - -
6. Foreign - - - - - - - - -
Bodies - D.R.
Sub-total (B)(2) - - - - - - - - -
Total Public - 10 10 0.01% - - - - -0.01%

Shareholding (B)
= (B)(1)+(B)(2)
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
GRAND TOTAL - 3,00,00 3,00,00 100.00 - 42,00,00 42,00,00 100.00 -

(A+B+C) 0 0 % 0 0 %
*Pursuant to proposed listing of equity shares of the Company, there was a change in the promoter & Non-promoter category as
per SEBI (ICDR) Regulations 2009.

B. Shareholding of Promoter
S Shareholding at the beginning of the Shareholding at the end of the year % change in
N Name year shareholding
during the
No. of % of total %of Shares No. of % of total % of Shares
year
Shares Shares of Pledged / Shares Shares of Pledged /
the encumbered the encumbered
company to total company to total
shares shares
Promoter
1 Amit Devchand - -
Rambhia 1,00,000 33.3333% - 14,00,000 33.3333%
2 Nikit Devchand - -
Rambhia 1,00,000 33.3333% - 14,00,000 33.3333%
Promoter Group
1 Devchand Lalji - -
Rambhia 99,990 33.33% 13,99,580 33.3234% -0.0066%
2 Deepa Amit - - -
Rambhia 5 0.0017% 70 0.0017%
3 Kavita Nikit - - -
Rambhia 5 0.0017% 70 0.0017%
4 Jaya Devchand - -
Rambhia - - 140 0.0033% 0.0033%
5 Devchand L. - -
Rambhia H.U.F - - 140 0.0033% 0.0033%
C.
Sr Name of Shareholding at Change during the year Cumulative Shareholding
. the the beginning of Shareholding at the End of
N Sharehold the year during the year the year
o. ers No. of % of Date of No. of % of total Reason No. of % of total No. of % of
Shares total increase Shares Shares of Shares Shares of Shares total
Shares or the the Shares
of the decrease Company Company of the
Compa Compan
ny y
1 Amit 1,00,000 33.3333 24.1.17 13,00,00 30.9523 Bonus 14,00,00 33.3333 14,00,00 33.3333
Devchand 0 Issue 0 0
Rambhia
2 Nikit 1,00,000 33.3333 24.1.17 13,00,00 30.9523 Bonus 14,00,00 33.3333 14,00,00 33.3333
Rambhia
3 Devchand 99,990 33.33 24.11.16 (10) (0.0033) Transfer 99,980 33.3267 13,99,5 33.3234
Lalji 24.11.16 (10) (0.0033) Transfer 99,970 33.3233 80
Rambhia 24.1.17 12,99,6 30.9430 Bonus 13,99,5 33.3234
10 Issue 80
4 Deepa Amit 5 0.0017 24.1.17 65 0.0015 Bonus 70 0.0017 70 0.0017
Rambhia Issue
5 Kavita Nikit 5 0.0017 24.1.17 65 0.0015 Bonus 70 0.0017 70 0.0017
Rambhia Issue
6 Jaya - - 24.11.1 10 0.0033 Transfer 10 0.0033 140 0.0033
Devchand 6
Rambhia 24.1.17 130 0.0031 Bonus 140 0.0033
Issue
7 Devchand - - 24.11.1 10 0.0033 Transfer 10 0.0033 140 0.0033
L. Rambhia 6
H.U.F 24.1.17 130 0.0031 Bonus 140 0.0033
Issue

D. Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs):
Sr Name of Shareholding at Change during the year Cumulative Shareholding
. the the beginning of Shareholding during at the End of
N Sharehol the year the year the year
o. ders No. of % of total Date of No. of % of total Reason No. of % of total No. of % of total
Shares Shares of increase Shares Shares of Shares Shares of Shares Shares of
the or the the the
Company decrease Company Company Company
NIL
E. Shareholding of Directors and Key Managerial Personnel

S Name of Shareholding at Change during the year Cumulative Shareholding at
r the the beginning of Shareholding the End of the
. Sharehol the year during the year year
N ders No. of % of Date of No. of % of total Reason No. of % of total No. of % of total
o Shares total increase Shares Shares of Shares Shares of Shares Shares of
. Shares or the the the
of the decrease Company Company Company
Compa
ny
1 Amit 1,00,000 33.3333 24.1.17 13,00,0 30.9523 Bonus 14,00,00 33.3333 14,00,00 33.3333
Rambhia
2 Nikit 1,00,000 33.3333 24.1.17 13,00,0 30.9523 Bonus 14,00,00 33.3333 14,00,00 33.3333
Rambhia
3 Devchand 99,990 33.33 24.11.16 (10) (0.0033) Transfer 99,980 33.3267 13,99,5 33.3234
Lalji 24.11.16 (10) (0.0033) Transfer 99,970 33.3233 80
Rambhia 24.1.17 12,99, 30.9430 Bonus 13,99,5 33.3234
610 Issue 80
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Particulars Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of -
thefinancial year
i) Principal Amount 6,47,48,587 6,27,67,000 - 12,75,15,587
ii) Interest due but not paid - - - -
iii) Interest accrued but not paid - - - -
Total (i+ii+iii) 6,47,48,587 6,27,67,000 - 12,75,15,587
Change in Indebtedness during - - - -
thefinancial year
Addition 3,23,65,044 8,90,58,537 - 12,14,23,581
Reduction (29,36,357) (6,52,39,096) - (6,81,75,453)
Net Change 2,94,28,687 2,38,19,441 - 5,32,48,128
Indebtedness at the end of the financial - - - -
year
i) Principal Amount 9,41,77,274 8,33,44,500 - 17,75,21,774
ii) Interest due but not paid - 32,41,941 - 32,41,941
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 9,41,77,274 8,65,86,441 - 18,07,63,715

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. Particulars of Remuneration Amit D Rambhia Nikit D Rambhia Devchand L Total Amount
No. (Chairman & MD) (Joint MD) Rambhia (WTD)
1 Gross Salary
(a) Salary as per provisions 18,00,000 18,00,000 9,00,000 45,00,000
contained in section 17(1) of
the Income-tax Act, 1961
(b) Value of perquisites u/s - - - -
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under - - - -
section 17(3) Income- tax Act,
1961
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission
- as % of profit - - - -
- others, specify - - - -
5 Others, please specify - - - -
Total 18,00,000 18,00,000 9,00,000 45,00,000
Ceiling as per the Act
(in accordance with Section II of the Schedule V of the Companies Act, 2013)
B. Remuneration to other directors:

Sr. Particulars of Remuneration Rohit Mathur Meeta K. Mehta Bhavin Vinod Total Amount
No. Adani
1 Independent Directors
(a) Fee for attending board / - - - -
committee meetings
(b) Commission - - - -
(c) Others, please specify - - - -
Total (1) - - - -
2 Other Non-Executive Directors
(a) Fee for attending board / - - - -
committee meetings
(b) Commission - - - -
(c) Others, please specify - - - -
Total (2) - - - -
Total (1)+(2) - - - -
C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD:

Sr. Particulars of Remuneration Key Managerial Personnel
No. *Jinkle Khimsaria *Nitesh Savla Total Amount
CS CFO
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) 1,00,065 4,00,000 5,00,065
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income- - - -
tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of profit - - -
- others, specify - - -
5 Others, please specify - - -
Total 1,00,065 4,00,000 5,00,065
*Appointed for part of the year i.e. from 25/11/2016.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Brief Details of Penalty Authority Appeal

Companies Act Description / Punishment/ [RD / NCLT/ made,
Compounding COURT] if any (give
fees imposed Details)
A. COMPANY
Penalty
Punishment
NIL
Compounding
B. DIRECTORS
Penalty
Punishment
NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
NIL
Compounding

____________________________

Annexure D to Directors Report
DETAILS OF DIRECTORS AND EMPLOYEE REMUNERATION
I. Information as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
1 The ratio of the remuneration of each director to the median ➢ Amit Rambhia 5.36x
employees of the Company for the financial year ➢ Nikit Rambhia 5.36x
➢ Devchand Rambhia 2.68x
2 The percentage increase in remuneration of each director, ➢ No change in remuneration of Directors in the F.Y. 2016-17
Chief Financial Officer, Chief Executive Officer, Company ➢ CS & Compliance Officer and CFO appointed in the F.Y. 2016-17 and hence no change.
Secretary or Manager, if any, in the financial year
3 The percentage increase in the median remuneration of ➢ 21.74% increase in median remuneration of employees in the financial year as compared to the
employees in the financial year previous financial year.
4 The number of permanent employees on the rolls of ➢ As on 31st March, 2017 there were 38 permanent employees on the rolls of the company.
company
5 Average percentile increase already made in the salaries of ➢ Average percentile increase in the salaries of the employees other than the managerial personnel in the
employees other than the managerial personnel in the last last financial year 21.74%
financial year and its comparison with the percentile ➢ Average percentile increase in the managerial remuneration of the Managerial personnel in the last
increase in the managerial remuneration and justification financial year No Change
thereof and any exceptional circumstances for increase in ➢ As there is no change in the managerial remuneration and the increase in the remuneration to the
the managerial remuneration employees is 21.74%, there are no other exceptional circumstances to be commented upon.
6 Remuneration is as per the remuneration policy of the ➢ It is hereby affirmed that the remuneration paid is as per the remuneration policy of the Company.
company.
II. Information as per Section 197(12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014:
A. Details of Top Ten Employees in terms of remuneration drawn

Sr. Name Designation Remuneratio Qualification Experience Date of Age Last employer % of equity Relative of Director /
No. n (in years) employment Manager
Received (₹)
1 Akash Sutane CTO 23,08,451 BCOM; PG (Banking 15 01/10/2011 44 AGS Infotech Limited - -
Law); MCSD; MTS
2 Amit Rambhia CM & MD 18,00,000 Bachelor in 20 30/03/2007 42 Vardhaman Computers 33.33% Brother of Nikit Rambhia;
Engineering; Executive Son of Devchand

PG in Management Rambhia
(IIM Indore)
3 Nikit Rambhia JMD 18,00,000 B.Com; MBA 17 30/03/2007 38 Proprietor of 33.33% Brother of Amit Rambhia;
Vardhaman Computers Son of Devchand
Rambhia
4 *Amit Mistry Sales Head 18,00,000 B.E Electronics and 29 02/11/2015 47 Infres Methodex Pvt. - -
AV Display Telecommunication Ltd.
5 Vikesh Shah National Sales 14,01,910 B.Com; MBA - 18 09/07/2012 37 Maxtone Electronics Pvt - -
Manager Marketing Ltd
6 Manoj Nair Citrus-Panache 12,00,000 B.Com; Post Graduate 20+ 05/10/2013 47 Citrus Solutions Pvt. - -
CEO Diploma in Computer Ltd.
Applications & CCNA
7 Ritesh Shah Manager - 11,48,965 B.A 13 01/10/2011 35 Esdee Business - -
Channel Sales Machine Pvt. Ltd.
8 Devchand WTD 9,00,000 Mechanical Engineer 47 30/03/2007 69 Proprietor of D L 33.32% Father of Nikit Rambhia &
Rambhia from Board of Rambhia Project Amit Rambhia
Technical Examination Consultant
of Maharashtra (1970)
9 Deepa Finance Head 9,00,000 B.Com; PG Diploma in 13 01/04/2007 41 Vardhaman Computers 0.0017% Spouse of Amit Rambhia;
Rambhia Financial Mgt. Daughter-in-law of
Devchand Rambhia
10 Kavita Manager 9,00,000 B.Com 6 01/05/2011 37 - 0.0017% Spouse of Nikit Rambhia;
Rambhia Accounts Daughter-in-law of
Devchand Rambhia
* Employed for only part of the year
-Nature of employment is Permanent.
B. Details of Employees drawing a remuneration of Rs. 1.02 Crore and above per annum which is posted in India (other than those mentioned above) None of the employees
draw a remuneration of Rs. 1.02 Crore or above per annum and are posted in India.
____________________________

Annexure E to Directors Report
NOMINATION AND REMUNERATION POLICY
This Nomination and Remuneration Policy is being formulated in compliance with Section 178 of the Companies
Act, 2013 read along with the applicable rules thereto. This policy on nomination and remuneration of Directors,
Key Managerial Personnel and Senior Management has been formulated and approved by the Board of
Directors on 21st April, 2017. The Board has also constituted Nomination and Remuneration Committee (NRC)
as on 17th February, 2017.
1. DEFINITIONS
means any money or its equivalent given or passed to any person for services rendered by him
and includes perquisites as defined under the Income‐tax Act, 1961;
means:
i. Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole‐time Director;
ii. Chief Financial Officer;
iii. Company Secretary; and
iv. such other officer as may be prescribed.
means the personnel of the company who are members of its core
management team excluding Board of Directors. Normally, this would comprise all members of management, of
rank equivalent to Departmental/Functional Head.
2. OBJECTIVE
The objective of the policy is to ensure that
i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
to run the company successfully;
ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
iii. remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long‐term performance objectives appropriate to the working
of the company and its goals.
3. ROLE OF THE COMMITTEE
The role of the NRC will be the following:
i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy relating to the level and composition of remuneration of the
directors, key managerial personnel and other employees;
ii. Formulation of criteria for evaluation of independent directors and the Board;
iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks;

iv. Deciding on, whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;
v. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of
Executive Directors;
vi. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and
evaluate the performance and determine the amount of incentive of the Executive Directors for that
purpose;
vii. Decide the amount of Commission payable to the Whole-Time Director / Managing Directors;
viii. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view
the performance of the Company, standards prevailing in the industry, statutory guidelines etc.
ix. To formulate and administer the Employee Stock Option Scheme
x. Devising a policy on Board diversity; and
xi. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal.
4. APPOINTMENT AND REMOVAL OF DIRECTOR, KEY MANAGERIAL PERSONNEL AND SENIOR

MANAGEMENT
i. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommend his / her
appointment,
ii. A person should possess adequate qualification, expertise and experience for the position he / she is
considered for appointment. The Committee has authority to decide whether qualification, expertise and
experience possessed by a person is sufficient / satisfactory for the position.
iii. The Company shall not appoint or continue the employment of any person as Whole-time Director who
has attained the age of seventy years. Provided that the term of the person holding his position may be
extended beyond the age of seventy years with the approval of shareholders by passing a special
resolution.
5. TERM / TENURE
i. Managing Director/Whole‐time Director:
The Company shall appoint or re‐appoint any person as its Executive Chairman, Managing Director or
Executive Director for a term not exceeding five years at a time. No reappointment shall be made earlier
than one year before the expiry of term.
ii. Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the
Company and will be eligible for re‐appointment on passing of a special resolution by the Company and
disclosure of such appointment in the Board s report.
No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5
years each, but such Independent Director shall be eligible for appointment after expiry of three years of
ceasing to become an Independent Director.
Provided that an Independent Director shall not, during the said period of three years, be appointed in or
be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director it should be ensured that number of Boards on which
such Independent Director serves is restricted to seven listed companies as an Independent Director and
three listed companies as an Independent Director in case such person is serving as a Whole‐time
Director of a listed company or such other number as may be prescribed under the Companies Act, 2013
and SEBI (LODR) Regulations, 2015.
6. EVALUATION
The Committee shall carry out evaluation of performance of Director, KMP and Senior Management Personnel
yearly or at such intervals as may be considered necessary.
7. REMOVAL
The Committee may recommend with reasons recorded in writing, removal of a Director, KMP or Senior
Management Personnel subject to the provisions and compliance of the Companies Act, 2013, rules and
regulations and the policy of the Company.
8. RETIREMENT
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the
Companies Act, 2013 and the prevailing policy of the Company. The Board will have the discretion to retain the
Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after
attaining the retirement age, for the benefit of the Company.
9. POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL
i. Remuneration to Managing Director / Whole‐time Directors:
a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc.
shall be governed as per provisions of the Companies Act, 2013 and rules made there under or
any other enactment for the time being in force and the approvals obtained from the Members of
the Company.
b. The Nomination and Remuneration Committee shall make such recommendations to the Board of
Directors, as it may consider appropriate with regard to remuneration to Managing Director /
Whole‐time Directors.
ii. Remuneration to Non‐Executive / Independent Directors:
a. The Non‐Executive / Independent Directors may receive sitting fees and such other remuneration
as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be
such as may be recommended by the Nomination and Remuneration Committee and approved by
the Board of Directors.
b. All the remuneration of the Non‐Executive / Independent Directors (excluding remuneration for
attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be
subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or
any other enactment for the time being in force. The amount of such remuneration shall be such as
may be recommended by the Nomination and Remuneration Committee and approved by the
Board of Directors or shareholders, as the case may be.
c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to
participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non‐ Executive / Independent Directors for services rendered which are
of professional in nature shall not be considered as part of the remuneration for the purposes of
clause (b) above if the following conditions are satisfied:
• The Services are rendered by such Director in his capacity as the professional; and
• In the opinion of the Committee, the director possesses the requisite qualification for the
practice of that profession.
iii. Remuneration to Key Managerial Personnel and Senior Management:
a. The remuneration to Key Managerial Personnel and Senior Management may consist of fixed pay
and incentive pay, in compliance with the provisions of the Companies Act, 2013 and in
b.
Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.
c. The Incentive pay shall be decided based on the balance between performance of the Company
and performance of the Key Managerial Personnel and Senior Management, to be decided
annually or at such intervals as may be considered appropriate.
10. IMPLEMENTATION
i. The clauses of policy shall be applicable as far as they are mandatory under the governing laws. In case if
there is an exemption to company as per governing regarding implementation of the clause, it shall be
voluntary for the Company to implement such a clause.
ii. The Committee may issue guidelines, procedures, formats, reporting mechanism and manuals in
supplement and for better implementation of this policy as considered appropriate.
iii. The Committee may delegate any of its powers to one or more of its members.

____________________________

To,
The Shareholders of
Panache Digilife Limited,
(Formerly Known as Vardhaman Technology Limited,
Earlier Known as Vardhaman Technology Private Limited)
Unit No. 201/B-1, Raheja Plaza, L.B.S. Road,
Ghatkopar (West), Mumbai 400 086.
Report on the Standalone Financial Statements

We have audited the accompanying Standalone financial statements of Panache Digilife Limited (Formerly
Known as Vardhaman Technology Limited, Earlier Known as Vardhaman Technology Private Limited) which comprise the
`Balance Sheet as at 31st March, 2017, Statement of Profit and Loss and the Cash Flow Statement for the year then
ended and a summary of significant accounting policies and other explanatory information.
Standalone Financial Statements
with respect to the preparation of these standalone financial statements that give a true and fair view of the financial
position, financial performance and cash flows of the Company in accordance with the Accounting Standards specified
under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of
the company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial
Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these Standalone Financial Statements based on our audit.
We have taken into account the provisions of the Act, the accounting & auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the Standalone Financial Statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Standalone
Financial Statements
of material misstatement of the Standalone Financial Statements, whether due to fraud or error. In making those risk
Standalone
Financial Statements to give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate
internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the Standalone Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Standalone Financial
Statements give the information required by the Act in the manner so required and give a true and fair view, in conformity
with the accounting principles generally accepted in India:
i. In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2017;
ii. In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and
iii. In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements
1. As required by the Companie 2016 issued by the Central Government of India in terms
of Section 143(11) of the Companies Act, 2013, we enclose herewith; Annexure A , a statement on the matters
specified in paragraphs 3 and 4 of the said Order.
2. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
b. In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report
are in agreement with the books of account;
d. In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of written representations received from the directors as on 31st March 2017, and taken on record
by the Board of Directors, none of the directors is disqualified as on 31 st March 2017, from being appointed as
a director in terms of Section 164(2) of the Companies Act, 2013; and
f. Our Opinion on the adequacy of the Internal Financial Controls of the company over the financial reporting and
-
g. With respect to the other matters to be inclu
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
explanations given to us:
(i) The Company has disclosed that there are no pending litigations which would impact its financial
position.
(ii) The Company did not have any long term contracts for which there were any material foreseeable losses;
(iii) The Company is not required to transfer any amount to the Investor Education and Protection Fund by
the Company.
(iv) As per the information and according to the information and explanation given to us, we report that, that
the holding company has given requisite disclosures in Para. 6 of Note No. 25 Of the financial statements
3407(E) dated 08th November 2016 of Ministry of Finance, during the period 08th November 2016 to
30th December 2016. Based on the audit procedures and relying on the management representation we
report that the disclosures are in accordance with the books of accounts maintained by the Company
and as produced to us by the management.
For Jain Salia& Associates

Chartered Accountants
[ FRNo: 116291W ]
Partner
Place : Mumbai (CA Jayesh K. Salia)
Dated : 23.05.2017 (Membership No. 044039)

ST
ANNEXURE - A MARCH, 2017.
(Referred to in Paragraph (1) of our Report of even date)
(i)
a) The Company has generally maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
b) The fixed assets are physically verified by the management in a phased manner over a period of 2 years; which, in
our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the
program, certain fixed assets were physically verified by the management during the year. According to the
information and explanations given to us, no material discrepancies were noticed on such verification.
c) Based on the information & explanation given to us and the records examined by us and based on the examination
of registered sale deed/transfer deed/conveyance deed provided to us, we report that, the title deeds, comprising
all the immovable properties of land and buildings (Including land whose title deeds have been pledged as security
against loan taken by the company), are held in the name of the Company as at balance sheet date.
(ii)
a) The physical verification of inventory & spares has been conducted at reasonable intervals by the management and
no material discrepancies were noticed on such verification between physical stock and book records.
(iii) In our opinion and according to the information and explanations given to us, the Company has not given any loans,
secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the
Companies Act, 2013.
(iv) In respect of loans, investments, guarantees, and security the provisions of section 185 and 186 of the Companies Act,
2013 have been duly complied.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the
public to which the directives issued by the Reserve Bank of India and the provisions of Section 73 to Section 76 or any
other relevant provisions of the Companies Act, 2013 and the rules framed there under are applicable.
(vi) According to the information and explanations given to us, the Company is not required to maintain any cost records
as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.
(vii)
a. According to the information and explanations given to us, the Company is regular in depositing undisputed
statutory dues including provident fund, Income tax, VAT, CST, custom duty, cess and any other statutory dues
with the appropriate authorities during the year.
b. According to the information and explanations given to us, no undisputed amounts payable in respect of such
statutory dues were outstanding, as on 31st March, 2017 for a period of more than six months from the date they
became payable.
(viii) On the basis of our examination and according to the information and explanations given to us, the Company has not
defaulted in re-payment of its dues to the Banks and no amounts were borrowed by the Company through Debentures
from any financial institution.
(ix) On the basis of our examination and according to the information and explanations given to us, the Company has
utilized all loans for the purpose for which it is obtained.

(x) To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or
by the Company has been noticed or reported during the course of our audit.
(xi) In our opinion and according to the information and explanations given to us, the company has paid/provided
managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read
with Schedule V of the Act.
(xii) In our opinion and according to the information and explanation given to us, the company is not a nidhi company and
hence reporting under paragraph 3(xii) of the Order is not applicable to our company.
(xiii) All the transactions with related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where
applicable and the details have been disclosed in the Financial Statements as required by the applicable accounting
standards.
(xiv) The company has not made any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review.
(xv) The company has not entered into any non-cash transactions with directors or persons connected with him.
(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Jain Salia & Associates

[ FRNo: 116291W ]
Partner

ST
ANNEXURE -B MARCH, 2017.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
We have audited the internal financial controls over financial reporting of Panache Digilife (Formerly
known as Vardhaman Technology Limited, Earlier Known as Vardhaman Technology Private Limited)as of 31st March 2017 in
conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
a
accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Companies Act, 2013.
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
judgment, including the assessment of the risks of material
misstatement of the Standalone Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Standalone Financial Statements for external purposes in
accordance with generally accepted accounting principles. A company's internal financial control over financial reporting
includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of Standalone Financial
Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of
the company's assets that could have a material effect on the Standalone Financial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the
risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based
on the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

[ FRNo: 116291W ]
Partner

BALANCE SHEET AS AT 31ST MARCH, 2017
(Amount in INR)
SR. PARTICULARS NOTE AS AT AS AT
NO. NO. 31ST MARCH, 2017 31ST MARCH, 2016
I. EQUITY AND LIABILITIES
1 SHAREHOLDERS FUNDS
(a) Share Capital 1 4,20,00,000 30,00,000
(b) Reserves and Surplus 2 2,35,49,684 4,45,61,010
(c) Money Received Against Share Warrants 0 0
2 SHARE APPLICATION MONEY PENDING ALLOTMENT 0 0
3 NON-CURRENT LIABILITIES
(a) Long-Term Borrowings 3 8,75,29,380 6,77,13,277
(b) Deferred Tax Liabilities (Net) 4 29,50,216 27,35,567
(c) Other Long Term Liabilities 5 17,93,302 16,08,750
(d) Long-Term Provisions 0 0
4 CURRENT LIABILITIES
(a) Short-Term Borrowings 6 9,36,22,061 9,17,65,064
(b) Trade Payables 7 13,49,15,084 9,98,22,591
(c) Other Current Liabilities 8 1,86,81,314 2,95,21,425
(d) Short-Term Provisions 9 99,00,505 95,97,489
41,49,41,546 35,03,25,173
II. ASSETS
1 NON-CURRENT ASSETS
(a) Fixed Assets 10
(i) Tangible Assets 3,24,35,203 3,27,33,364
(ii) Intangible Assets 1,72,973 1,24,476
(iii) Capital Work-in-Progress 0 0
(iv) Intangible Assets under Development 0 0
(b) Non-Current Investments 11 9,16,651 0
(c) Deferred Tax Assets (Net) 0 0
(d) Long-Term Loans and Advances 0 0
(e) Other Non-Current Assets 12 40,23,662 29,68,678
2 CURRENT ASSETS
(a) Current Investments 0 0
(b) Inventories 19 15,04,95,051 14,09,36,278
(c) Trade Receivables 13 20,92,57,929 14,33,44,354
(d) Cash and Cash Equivalents 14 1,11,22,535 2,15,06,270
(e) Short Term Loans and Advances 0 0
(f) Other Current Assets 15 65,17,542 87,11,753
41,49,41,546 35,03,25,173
AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTORS
FOR JAIN SALIA & ASSOCIATES PANACHE DIGILIFE LIMITED
CHARTERED ACCOUNTANTS
[FRNo. 116291W]
___________________________ _______________________________
Mr. Amit D. Rambhia Mr. Nikit D. Rambhia
Managing Director Joint Managing Director
CA JAYESH K. SALIA, PARTNER DINo:- 00165919 DINo:- 00165678
(MEMBERSHIP NO. 044039)
___________________________ ___________________________
Mr.Nitesh M. Savla Ms.Jinkle Khimsaria
CFO Company Secretary
Membership. No. A43987
PLACE: MUMBAI PLACE: MUMBAI
DATED: 23.05.2017 DATED: 23.05.2017

STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2017
(Amount in INR)
Sr.No PARTICULARS NOTE FOR THE YEAR ENDED FOR THE YEAR ENDED
NO. 31ST MARCH, 2017 31ST MARCH, 2016
I. Revenue from Operations 16 56,21,09,257 49,29,06,018

II. Other Income 17 56,50,133 55,48,835
III. TOTAL REVENUE ( I + II ) 56,77,59,390 49,84,54,853
IV. Expenses:
Cost of Materials Purchased 18 46,86,90,069 47,32,76,019
Changes in Inventories of Finished Goods Work-
in-Progress and Stock-in-Trade 19 -95,58,773 -8,01,47,115
Employee Benefits Expenses 20 2,63,37,743 3,27,78,461
Finance Cost 21 1,85,86,030 1,67,77,063
Depreciation and Amortisation Expenses 22 15,75,129 14,84,218
Other Expenses 23 3,50,07,978 2,98,59,875
Total Expenses 54,06,38,176 47,40,28,520
V. PROFIT BEFORE EXCEPTIONAL, EXTRAORDINARY ITEMS

AND TAX 2,71,21,213 2,44,26,333
VI. Exceptional Items

Profit on Sale of Fixed Assets 70,650 0
VII. PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX (VI - VII) 2,71,91,863 2,44,26,333
VIIl. Extraordinary Items 0 0
lX. PROFIT BEFORE TAX (VIII- IX) 2,71,91,863 2,44,26,333
X. Tax Expense:
Current Tax 89,88,540 83,40,867
Deferred Tax 24 2,14,649 4,83,543
XI. PROFIT(LOSS)FOR THE PERIOD FROM CONTINUING ... 1,79,88,674 1,56,01,922

OPERATIONS(X-XI)
XII. Profit/(Loss) from Discontinuing Operations 0 0
Xlll Tax Expense of Discontinuing Operations 0 0
XlV PROFIT/(LOSS) FROM DISCONTINUING OPERATIONS 0 0

(AFTER TAX) (XII-XIII)
XV PROFIT(LOSS) FOR THE PERIOD (XII + XV) 1,79,88,674 1,56,01,922
XVI Earning Per Share

Basic 4.28 52.01
Adjusted(Previous Year) 4.28 3.71
Diluted 4.28 52.01
[FRNo.116291W]
___________________________ _______________________________
___________________________ ___________________________
DATED: 23.05.2017 DATED: 23.05.2017

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
(Amount in INR)
FOR THE Y.E. FOR THE Y.E.
PARTICULARS 31ST MARCH, 2017 31ST MARCH, 2016
CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax as per Profit & Loss A/c 2,71,91,863 2,44,26,332
Adjustments for Non-cash Items

Depreciation on Fixed Assets 15,75,129 14,84,218
Miscellaneous Expenses Charged to P&L A/c 1,33,800 0
17,08,929 14,84,218
2,89,00,792 2,59,10,550
Adjustments for Non-Operating Items

Interest on Investment -4,30,781 -12,37,528
Finance Cost 1,85,86,030 1,62,37,980
Profit On Sale of Assets -70,650 0
1,80,84,599 1,50,00,452
Operating Profit before Working Capital Changes 4,69,85,391 4,09,11,002
Adjusted for Change in Working Capital:

Trade Receivable -6,59,13,575 -45,38,260
Inventories -95,58,773 -8,01,47,115
Advances to Creditors 7,89,120 -18,42,962
Other Current Assets 17,09,551 -22,39,333
Other Non-Current Assets 29,056 0
Trade Payable 3,50,92,493 2,33,10,856
Provisions -3,83,448 -5,344
Advance from Debtors -1,22,58,001 2,04,27,985
Other Long Term liabilities 1,84,552 0
Other Current Liability 14,17,890 -48,35,625
-4,88,91,135 -4,98,69,799
Cash Generated from Operations -19,05,744 -89,58,797
Taxes Paid -83,02,076 -52,52,958
Net Cash Flow from Operations (A) -1,02,07,820 -1,42,11,755
CASH FLOW FROM INVESTING ACTIVITIES

Cash Inflow
FD Matured 2,01,41,256 0
Interest on F.D. 4,30,781 7,64,243
Sale of Fixed Assets 3,00,000 0
Other Investments 0 16,08,750
2,08,72,037 23,72,993
Cash Outflow
Purchase of Fixed Assets 15,54,815 18,78,696
Investment in Subsidiary 9,16,651 0
FD with Bank 80,39,597 31,29,477
Investment in RD 15,12,760 13,54,760
-1,20,23,823 -63,62,933
Net Cash Flow from Investing Activities (B) 88,48,214 -39,89,940

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017
(Amount in INR)
FOR THE Y.E. FOR THE Y.E.
PARTICULARS 31ST MARCH, 2017 31ST MARCH, 2016
CASH FLOW FROM FINANCING ACTIVITIES

Cash Inflow
Long Term Borrowing 1,98,16,103 8,54,940
Short Term Borrowing 0 1,69,61,588
1,98,16,103 1,78,16,528
Cash Outflow
Short Term Borrowing (net) 3,05,08,047 0
Finance Cost 1,85,86,030 0
Miscellaneous Expenses Incurred 15,22,300 1,62,37,980
-5,06,16,376 -1,62,37,980
Net Cash Flow from Financing Activities (C) -3,08,00,273 15,78,548
CASH FLOW FROM ALL ACTIVITIES (A+B+C) -3,21,59,879 -1,66,23,148
Cash and Cash Equivalents at the Beginning

Cash in Hand 8,77,380 6,27,200
Balance in Bank -5,35,05,903 -3,66,32,575
-5,26,28,523 -3,60,05,375
Cash and Cash Equivalents at the Beginning -8,47,88,402 -5,26,28,523
Closing Balance as per accounts

Cash in Hand 6,05,504 8,77,380
Balance in Bank -8,53,93,906 -5,35,05,903
-8,47,88,402 -5,26,28,523
AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF BOARD OF DIRECTORS OF
[FRNo. 116291W]
___________________________ _______________________________
___________________________ ___________________________

DATED: 23.05.2017 DATED: 23.05.2017

NOTES TO BALANCE SHEET AS AT MARCH 31, 2017
(Amount in INR)
NOTE NO. 1 : SHARE CAPITAL
a. Particulars of Share Capital As At 31st March, 2017 As At 31st March, 2016
AUTHORISED
70,00,000 Equity Shares of Rs.10/- each 7,00,00,000 50,00,000
7,00,00,000 50,00,000
ISSUED, SUBSCRIBED & FULLY PAID-UP :

42,00,000 Equity shares of Rs.10/- each fully paid-up 4,20,00,000 30,00,000
4,20,00,000 30,00,000
ISSUED, SUBSCRIBED AND NOT FULLY PAID-UP : 0 0

0 0
b. Details of Shareholding as at March 31, 2017

i. Equity Shares held by various entities
No Equity shares have been held by any entity.
ii. Shareholders holding more than 5% of Equity / Preference Shares :

14,00,000 Equity Shares of Rs.10/- each held by Mr. Amit D. Rambhia
14,00,000 Equity Shares of Rs.10/- each held by Mr. Nikit D. Rambhia
13,99,860 Equity Shares of Rs.10/- each held by Mr. Devchand L. Rambhia
c. Reconciliation of the number of Equity Shares outstanding (No. of Shares)

As At 31st March, 2017 As At 31st March, 2016
Number of Shares at the beginning of the year 3,00,000 3,00,000

Add: Bonus shares issued 39,00,000 0
Less: Shares forfeited 0 0
Number of Shares at the end of the year 42,00,000 3,00,000
d. Each equity share is entitled to one voting right only.
(Amount in INR)
NOTE NO. 2 : RESERVES AND SURPLUS
a. Particulars Opening as Additions Dedn/ Balance as

at Adj at
01.04.2016 31.03.2017
Surplus/(Deficit) as per Profit and Loss Account {See Note 2(b)} 4,45,61,010 1,79,88,674 3,90,00,000 2,35,49,684
4,45,61,010 1,79,88,674 3,90,00,000 2,35,49,684
b. Surplus as per Profit and Loss Account

Net Profit/(Loss) after Tax 1,79,88,674 1,56,01,922
Balance brought forward 4,45,61,010 2,89,59,088
Profit/(Loss) available for Appropriation (I) 6,25,49,684 4,45,61,010
Less: Appropriation
Bonus Shares Issued 3,90,00,000 0
Debenture Redemption Reserve 0 0
General Reserve 0 0
Dividend on Equity Shares 0 0
Tax on Dividend 0 0
( II ) 3,90,00,000 0
Surplus/(Deficit) carried to Reserves & Surplus ( I - II ) 2,35,49,684 4,45,61,010

(Amount in INR)
NOTE NO. 3 : LONG - TERM BORROWINGS
I Secured Borrowing 9,42,939 49,46,277

9,42,939 49,46,277
II Unsecured Borrowings :
a. Loan repayable on demand 0 0
b. Loans and advances from Related Parties
From Directors 3,73,80,000 3,09,42,000
From Relatives 0 0
c. Deposits 0 0
d. Others 4,92,06,441 3,18,25,000
8,65,86,441 6,27,67,000
Long Term Borrowings (I+II) 8,75,29,380 6,77,13,277
NOTE NO. 4 : DEFERRED TAX LIABILTY (NET)

Differential Tax (Asset)/Liability due to depreciation under Co. Act & I.T. Act
In Respect Of Assets On The Book As On 31.03.2017
Net Block of Fixed Assets as per Companies Act, 2013 3,26,08,176 3,28,57,840
WDV of Fixed Assets as per Income Tax Act, 1961 2,30,60,550 2,40,04,872
Timing Difference, giving rise to Deferred Tax (Asset)/Liability 95,47,626 88,52,968
( X ) Applicable Income Tax Rate (Basic Rate + Ed. Cess) 30.90% 30.90%
Deferred Tax (Asset)/Liability as on 31st March 29,50,216 27,35,567
Deferred Tax (Benefit)/Expense to be shown in Profit & Loss

2,14,649
Account for the period ended 31st March, 2017
NOTE NO. 5 : OTHER LONG TERM LIABILITIES
I Deposits against Rental System 3,89,302 2,04,750

Office Rent Deposit/Raheja 14,04,000 14,04,000
Other Long Term Liabilities 17,93,302 16,08,750
NOTE NO. 6 : SHORT - TERM BORROWINGS

Unsecured Borrowings
From Related Parties 0 0
From Others 0 0
(I) 0 0
Short term Secured Borrowings

Car Loan 16,48,559 0
Canara Bank (Cash Credit Account) 9,04,03,917 5,80,38,873
Canara Bank London (Buyers Credit) 15,69,585 2,98,88,029
Kotak Mahindra Bank (Buyers Credit) 0 38,38,162
( II ) 9,36,22,061 9,17,65,064
Short Term Borrowings (I+II) 9,36,22,061 9,17,65,064

(Amount in INR)
NOTE NO. 7 : TRADE PAYABLES

I Due to Small and Micro Enterprises
For Services / Expenses 6,17,515 1,28,153
For Goods 64,42,844 2,70,19,209
II Other than Small and Micro Enterprises

For Services / Expenses 35,08,154 38,83,718
For Goods 12,43,46,571 6,87,91,511
Trade Payables ( I+II) 13,49,15,084 9,98,22,591
NOTE NO. 8 : OTHER CURRENT LIABILITIES
Statutory Liabilities 21,47,659 13,29,600

Advances From Debtors 1,22,75,406 2,45,33,407
Others 42,58,249 36,58,418
Other Current Liabilities 1,86,81,314 2,95,21,425
NOTE NO. 9 : SHORT TERM PROVISIONS
Short term Provisions

Directors Remunaration Payable 0 1,98,350
Electricity Charges Payable 74,242 72,911
Excise Duty Payable 1,25,000 0
Transportation charges payable 0 89,640
Salary Payable 13,67,389 15,33,920
Credit Card Expenses Payable 10,780 45,932
Telephone & Mobile Charges Payable 0 20,106
Income Tax Payable 83,23,094 76,36,630
Short Term Provisions 99,00,505 95,97,489

(Amount in INR)
NOTE NO. 10 - FIXED ASSETS ( AS PER COMPANIES ACT,2013 )
GROSS BLOCK DEPRECIATION (S.L.M) NET BLOCK

SR. PARTICULARS Actual cost Additions Deductions Cost as on Upto Additions Deductions As at As at As at
01.04.2016 (sales / W/off) 31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017
( i ) TANGIBLE ASSETS
A> Building
Office Premises 2,78,03,000 0 0 2,78,03,000 12,32,706 4,39,625 0 16,72,331 2,65,70,294 2,61,30,669
B> Furnitures & Fixtures

Furniture & Fixture 17,59,453 36,000 0 17,95,453 5,82,171 1,84,512 0 7,66,683 11,77,282 10,28,770
C> Plant & Machinery

1 Air Conditioner 6,62,015 44,084 0 7,06,099 3,91,975 89,335 0 4,81,310 2,70,040 2,24,789
2 Plant & Machinery 27,90,978 0 0 27,90,978 6,50,640 1,88,328 0 8,38,968 21,40,338 19,52,010
3 Mould 1,57,500 0 0 1,57,500 79,024 23,390 0 1,02,414 78,476 55,086
4 Office Equipment 3,52,356 8,900 0 3,61,256 2,73,998 20,464 0 2,94,462 78,358 66,794
5 Mobile Handset 1,21,070 84,993 0 2,06,063 31,628 54,828 0 86,456 89,442 1,19,607
6 Camera 2,24,537 0 0 2,24,537 31,964 14,461 0 46,425 1,92,573 1,78,112
7 Lift 1,68,200 0 0 1,68,200 42,031 11,182 0 53,213 1,26,169 1,14,987
8 Networking Devices 80,301 21,760 0 1,02,061 67,745 18,795 0 86,540 12,556 15,521
9 Motor Car 36,22,391 12,57,044 10,93,494 37,85,941 16,97,139 4,79,733 8,64,144 13,12,728 19,25,252 24,73,213
10 Computers & Laptops 7,64,154 27,034 0 7,91,188 6,91,570 23,973 0 7,15,543 72,584 75,645
3,85,05,955 14,79,815 10,93,494 3,88,92,276 57,72,591 15,48,626 8,64,144 64,57,073 3,27,33,364 3,24,35,203
( ii ) Intangible Assets
Software 1,94,545 75,000 0 2,69,545 70,069 26,503 0 96,572 1,24,476 1,72,973
1,94,545 75,000 0 2,69,545 70,069 26,503 0 96,572 1,24,476 1,72,973
3,87,00,500 15,54,815 10,93,494 3,91,61,821 58,42,660 15,75,129 8,64,144 65,53,645 3,28,57,840 3,26,08,176

(Amount in INR)
NOTE NO. 11 : NON-CURRENT INVESTMENTS
Investment in Subsidiary(Wemart Global FZE) 9,16,651 0
Current Investment 9,16,651 0
NOTE NO. 12 : OTHER NON-CURRENT ASSETS

I Deposits
Daman Office Deposit 3,00,000 3,00,000
Electricity Deposit 33,160 33,160
Rent Deposit 30,000 30,000
Shree Rajlaxmi Textiles Park Ltd. 10,00,000 10,00,000
Telephone Deposit 6,419 6,419
Magrolia Leasing and Infotech Pvt Ltd. 13,50,000 13,50,000
Sales Tax Deposit 25,000 25,000
27,44,579 27,44,579
II Others
Income Tax Refundable 1,90,768 1,90,768
VAT Refundable 4,275 33,331
Miscellaneous Expenditure 10,84,040 0
12,79,083 2,24,099
Other Non-Current Assets ( I + II) 40,23,662 29,68,678
NOTE NO. 13 : TRADE RECEIVABLES

I Outstanding for a period exceeding Six Months from due date for
payment
a Secured, Considered good 0 0
b Unsecured, Considered good 1,51,93,726 1,36,51,082
c Doubtful 0 0
II Other Trade Receivable

a Secured, Considered good 0 0
b Unsecured, Considered good 19,40,64,203 12,96,93,271
c Doubtful 0 0
Trade Receivables 20,92,57,929 14,33,44,354
NOTE NO. 14 : CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents
Balance with Banks 50,10,011 45,32,970
Cash on hand 6,05,504 8,77,381
Fixed Depositis with Bank 55,07,020 1,60,95,919
Cash & Cash Equivalents 1,11,22,535 2,15,06,270
NOTE NO. 15: OTHER CURRENT ASSETS
Prepaid Expenses & Others 10,34,606 30,19,453

Loans & Advances 6,52,783 3,77,487
Advance To Creditors 45,25,693 53,14,813
Miscellaneous Expenses 3,04,460 0
Other Current Assets 65,17,542 87,11,753

NOTES TO PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2017
(Amount in INR)
NOTE NO. 16 : REVENUE FROM OPERATIONS IN RESPECT OF NON FINANCE COMPANY
For y.e.31st March,2017 For y.e.31st March,2016
Net Sales (Domestic) 53,52,01,806 48,64,30,033

Net Sales (Export) 28,69,666 25,50,326
Service Export 0 2,48,664
Service Charges(Domestic) 34,42,897 0
Rental Charges 25,41,888 0
Transportation Charges 4,336 0
Service Tax 7,41,712 2,90,155
Value Added Tax 1,69,95,065 28,90,368
Central Sales Tax 2,60,514 4,90,415
Swachh Bharat Cess 25,981 6,057
Krishi Kalyan Cess 25,391 0
Revenue from Operations 56,21,09,257 49,29,06,018
NOTE NO. 17 : OTHER INCOME
Discount Received (Net) 7,28,837 6,01,922

Incentives Received 17,21,944 52,512
Rent received 24,73,040 0
Additional Collection from Customer 97,202 30,055
Interest Income 1,91,552 36,26,817
Interest on SAD Refund 6,777 0
Interest on Investment 4,30,781 12,37,528
Other Income 56,50,133 55,48,835
NOTE NO. 18 : COST OF MATERIAL PURCHASED
Net Purchase 45,03,11,311 46,90,50,471

Service Charges 2,89,088 0
Service Tax 83,855 0
Swachh Bharat Cess 2,993 61
Krishi Kalyan Cess 2,872 0
Value Added Tax 1,54,69,557 18,40,288
Central Sales Tax 23,89,540 21,97,683
Frieght charges 1,40,853 83,115
SAD Refund (Written Off) 0 1,04,400
46,86,90,069 47,32,76,019
LESS:-
SAD Refund (Net) 0 0
Cost of Material Purchased 46,86,90,069 47,32,76,019
NOTE NO. 19 : CHANGE IN INVENTORIES / STOCK IN TRADE

Opening Stock / Inventories 14,09,36,278 6,07,89,163.00
Less : Closing Stock / Inventories 15,04,95,051 14,09,36,278.00
Change in Inventories -95,58,773 -8,01,47,115

(Amount in INR)
NOTE NO. 20 : EMPLOYEE BENEFIT EXPENSES
Director's Remuneration 45,00,000 45,00,000

Salary & Bonus to Employees 2,11,56,317 2,77,59,159
Employers Contribution to Provident Fund 1,39,039 2,05,878
Staff Welfare Expenses 3,04,354 2,42,176
Medical Bonus to Employees 29,000 61,000
Incentives 1,42,687 10,248
Gratuity to Employees 66,346 0
Employee Benefit Expenses 2,63,37,743 3,27,78,461
NOTE NO. 21 : FINANCE COST
Bank Charges 2,65,779 5,39,083

Bank Charges on Buyers Credit 4,53,838 3,54,038
Processing Charges 0 2,00,375
Interest on BD 16,59,529 28,63,071
Interest on Term Loan 6,97,119 10,92,741
Interest on Bank OD 79,87,645 46,94,059
Interest on Unsecured Loans 72,52,058 67,64,586
Interest on Car Loan 1,49,142 53,301
Interest on Buyers Credit 1,20,920 2,15,808
Finance Cost 1,85,86,030 1,67,77,063
NOTE NO. 22 : DEPRECIATION & AMORTISE EXPENSES
Depreciation 15,75,129 14,84,218
15,75,129 14,84,218
NOTE NO. 23 : OTHER EXPENSES

Audit Fees 1,43,750 0
Call Centre Expenses 50,000 3,27,700
Central Sales Tax Paid 2,41,256 2,93,126
Certification Charges 1,93,594 27,884
Clearing Charges 6,829 10,642
Cloud Services 69,012 0
Commission Expenses 1,75,343 63,000
Computer Expenses 27,103 42,561
Conveyance 4,74,909 4,61,936
Credit Card Charges 4,227 22,767
Custom Duty Paid 962 0
Daman Guest House Expenses 1,83,076 1,25,357
Diwali Expenses 36,787 64,260
Electricity Charges 8,20,624 5,33,661
Event Expenses 4,57,000 3,48,600
Excise Duty 16,11,003 14,20,219
Franking Charges 22,910 15,650
Frieght Charges 61,820 47,647
Income Tax paid (AY 2011-12) 0 2,970
Interest on Income Tax paid 1,51,300 0
Installation Charges 3,64,815 7,09,903
Insurance Charges 5,32,625 4,83,247
Interest on late payment 707 37,988
Internet Charges 65,642 69,903

(Amount in INR)

Krishi Kalyan Cess Paid 14,331 0
Legal Charges 20,710 14,800
Licencing Charges 72,610 16,890
Loading & Unloading 26,160 16,850
Loss Due To Foreign Exchange Fluctuation 5,42,359 1,95,989
Loss due to Damage of Stock 77,878 0
Manufacturing Expenses 9,319 62,440
Membership & Registration Charges 32,000 48,258
Motor Car Expenses 60,488 1,11,837
Octroi Charges 1,33,302 29,249
Office & Factory Maintenance Charges 2,95,509 1,46,232
Packing Material 3,540 6,054
Penalty on Indirect Taxes 0 4,000
Postage & Courier 54,860 66,993
Printing & Stationery 1,95,234 3,22,049
Product Development Charges 0 17,65,259
Profession Tax 2,500 2,000
Professional Fees 73,30,565 41,73,146
Preliminary Expenses Written Off 1,33,800 0
R & D Expenses 2,58,283 4,279
Rent, Rates & Taxes 73,59,565 25,23,647
Repairs & Maintenance 3,52,088 2,49,861
Royalty Paid 4,73,000 0
Sales Promotion & Advt Expenses 22,85,478 41,88,573
Security Expenses 0 40,094
Service Expenses 6,25,548 7,53,138
Service Tax Paid 10,54,002 35,35,537
Swachh Bharat Cess Paid 32,456 0
Software Expenses 1,32,691 1,01,527
Stamp duty and Registration Charges 9,46,000 2,87,540
Subscription & Periodicals 14,700 38,419
Sundry Expenses 3,11,911 2,61,297
Telephone & Mobile Charges 1,47,012 3,22,304
Testing Charges 2,82,200 1,01,862
Trainee Expenses 3,94,728 1,05,017
Transportation Charges 14,58,679 16,34,532
Travelling Expenses 22,84,828 18,53,869
Value Added Tax Paid 15,63,142 14,01,197
VTS Expenses 2,00,460 0
Website Development Charges 1,30,750 3,66,116
Other Expenses 3,50,07,978 2,98,59,875
NOTE NO. 24 : DEFERRED TAX
Deferred Tax Liability 2,14,649 4,83,543
Deferred Tax Liability 2,14,649 4,83,543

Note No.25: Notes on the Accounts for the year ending on 31 st March, 2017.
1 Significant Accounting Policies, practices annexed to & forming part of accounts for the year ending on 31st March,
2017.
1.1 System of Accounting :

1.1.1 The Company follows Mercantile System of Accounting and recognizes Income & Expenditure on an accrual
basis.
1.1.2 Accounts of the Company are prepared under the Historical Cost convention method and in accordance with
generally accepted accounting principles in India and in accordance with the provisions of the Companies Act,
2013.
1.2 Going Concern :

Fundamental Accounting assumption of going concern is followed in preparation of the financial statement.
1.3 Use of Estimates

The preparation of Financial Statements in conformity with Indian GAAP requires management to make judgments,
estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities and
disclosure of contingent liabilities as at the date of financial statements and the results of operations during the
actions; there are possibilities of such estim

amounts of assets or liabilities in future periods.
1.4 Fixed Assets and Depreciation :

1.4.1 Acquired fixed assets are stated at book value and the new assets purchased during the year are recorded at
cost of an asset comprised of its purchase price and cost directly attributable of bringing the asset to the
working condition for its intended use.
1.4.2 Expenditure for additions, improvements and renewals are capitalized and expenditure for maintenance &
repairs are charged to the profit & loss account.
1.4.3 Depreciation on fixed assets has been provided for on Straight-Line Method at the rates specified in Schedule
II of the Companies Act, 2013. Depreciation on assets added/sold during the year has been provided on pro-
rata basis.
1.4.4 Every Asset/Cash Generating Unit is subject to impairment tests at the end of the year, by the management, in
order to recognize the impact of Impairment of Assets as per AS-28.
1.5 Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured.
1.6 Miscellaneous Expenditure (Assets)

Expenditure of Rs. 15,22,300 /- pertaining to increase in Authorised Share Capital of the company and for listing of
Stock Exchange, has been carried in the balance sheet (to the extent not written off), as
the management of the company perceives that the benefit of such expenditure would accrue to the company
gradually in subsequent years. Accordingly, the management of the company has decided that it will amortise such
expenditure over a period of 5 years.
1.7 Inventories :
Raw materials, stores, spare parts & components are valued at cost computed on weighted average basis or Net
Realisable Value, whichever is lower (after providing for obsolescence, if any). Inventory of finished goods is valued at
Cost or Net Realisable Value, whichever is lower.

1.8 Foreign Currency Transactions :
1.8.1 Foreign Currency Transactions occurred during the year are translated into Rupees at the exchange rate
e
followed over the years.
1.8.2 Foreign Currency Assets and Liabilities outstanding as at the yearend are restated at the exchange rate
prevailing as at close of the financial year.
1.8.3 All exchange differences are accounted for in the Statement of Profit or Loss.
1.9 Provision for Tax :

1.9.1 Provision for Income Tax has been made as per the provisions of the Income Tax Act, 1961.
1.9.2
recorded Deferred Tax Expense arising on account of timing difference in Depreciation and assets sold &
written off during the year under the Companies Act of Rs. 2,14,649/- till 31st March,2017. Separate working
sheet for the same is annexed here with.
1.10 Earnings per Share :

Basic and Diluted earnings per share is calculated by dividing net profit or loss for the period attributable to equity
shareholders and weighted average number of shares outstanding during the period. As the company has issued
bonus shares during the year, the EPS of the previous year has been adjusted in accordance with Accounting
There are no potential equity shares in the books, and therefore diluted earnings per share are same as basic
earnings per share.
2 Accounting Transactions
2.1 None of the employees were in receipt of or are entitled to receive remuneration aggregating to not less than
Rs.60,00,000/- for the year or not less than Rs.5,00,000/- per month, if employed for part of the year.
2.2 During the year, following payments on account of import and traveling expenses were made in foreign currency.
Sr. Particulars Reporting Currency Foreign Currency

No.
1. Outward Remittance on account of

Import Purchase (recorded at total cost INR 17,00,86,120 USD 25,33,770.34
of carrying the goods to destination)
Expenses INR 2,48,619
USD 3,650.00
(for business tours)
Also during the year, following amount received on account of export in foreign currency;
No.
1. Inward Remittance on account of
INR 28,71,526 USD 42,769
Export Sales
2.3 Outstanding balances as at 31st March, 2017 of Current & Non-Current Liabilities and Assets including Trade
Payables, Trade Receivables are subject to confirmation.
2.4 In the opinion of the Board of Directors; the Current and Non-current Assets, Loans & Advances are recorded
approximately at the value as if realised in the ordinary course of the business. The provision for depreciation and all
known liabilities are adequate and are not in excess of the amounts reasonably necessary.

2.5 Investments
2.5.1 Investments which are readily realizable and intended to be held for not more than one year, are classified as
current investments. All other investments are classified as long term investments and hence are valued at cost,
unless there is other than temporary decline in the value of investments, in which case, adequate provision has
been made against such diminution in the value of investments.
2.5.2 Investments in Fixed Deposits have been considered by the management to be short term in nature, made
against letter of credit facility and buyers credit from the Bank and hence they are valued at cost plus accrued
interest on it.
2.6 Inventories
LED TV
and its peripherals. Day to day Quantitative Stock Records have been maintained properly. The branch transfers are
made at cost and the closing inventory is valued at cost or net realisable value whichever is lower.
2.7 All the Directors have drawn remuneration for the Accounting Year 2016-17 aggregating to Rs.45,00,000/-
2.8 Change in Accounting Policy

The Management, while preparing the financial statements of the company during the previous years; had recorded
excise duty through the Profit and Loss account following inclusive method, and accordingly used to include excise
duty paid in the cost of purchase. However in the current year, the company has decided to record excise duty
separately to be in line with the requirements of Schedule III of Companies Act, 2013 and accordingly the Opening
input Credit of excise has been recognized as an asset in the balance sheet of the current year.
3 necessary.
4 Issue of Fully Paid up Bonus Shares.

Considering the contribution of each member to the success of the organization over the last decade, the
management had decided to grant bonus shares to the existing members in the current year. Pursuant to the
resolution passed in the Extra-Ordinary General Meeting held on 23rd January 2017 and in accordance with the
provisions of Companies Act, 2013, the company has issued fully paid up bonus shares to the existing members in
the ratio 13:1.
5 Investment in Subsidiary
Looking forward to the growth prospect, the company has incorporated a Wholly owned subsidiary company in
Ajman Free Zone in the name on 21st November 2016, to expand business
st
and put its footprints in the global market in near future. The amount remitted till 31 March 2017, towards
subscription of shares and other statutory payments was Rs. 9,16,651/- ($ 14,745).
6 Disclosure on specified bank notes (SBN) Pursuant to MCA notification 308(E) dated 30th March, 2017:
The details of Cash transactions entered into by the company during the demonetisation period i.e. between 08th
November, 2016 to 30th December, 2016 is as under:
Particulars SBNs Other denomination Total
notes
Closing cash in hand as on 08.11.2016 Rs. 3,67,000 Rs. 2,17,200 Rs. 5,84,200
( + )Permitted Receipts -- Rs. 2,36,584 Rs. 2,36,584
( - ) Permitted Payments -- Rs. 1,27,284 Rs. 1,27,284
( - ) Amount Deposited in banks Rs. 3,67,000 -- Rs. 3,67,000
Closing cash in hand as on 30.12.2016 -- Rs. 3,26,500 Rs. 3,26,500

7 Related Party Transactions:
The Company has identified all the related parties having transactions during the year as per details given hereunder:-
Name of the person Relation with the Nature of Volume of Outstanding
company Transaction transaction as on 31st
during March,2017
F.Y.16-17 (in Rs.)
(in Rs.) Cr/(Dr)
Amit D. Rambhia Director Remuneration 18,00,000 /- Nil
Nikit D. Rambhia Director Remuneration 18,00,000 /- Nil
Devchand Rambhia Director Remuneration 9,00,000 /- Nil
Amit D. Rambhia Director Loan Accepted 1,62,68,000 /- 71,88,000 /-
Nikit D. Rambhia Director Loan Accepted 60,30,000 /- 1,18,22,000 /-
Devchand L. Rambhia Director Loan Accepted 2,17,55,000 /- 1,83,70,000 /-
Amit D. Rambhia Director Interest on Loan 9,82,773 /- Nil
Nikit D. Rambhia Director Interest on Loan 13,27,721 /- Nil
Devchand L. Rambhia Director Interest on Loan 12,83,386 /- Nil
Deepa A. Rambhia Salary 9,00,000 /- Nil
Kavita N. Rambhia Salary 9,00,000 /- Nil
Nitesh Savla Chief Financial Salary 4,00,000 /- Nil
Officer
Jinkle Khimsaria Company Salary 1,00,065 /- 29,800 /-
Secretary
ICT Infratech Services Pvt Ltd Company having Sales 34,99,722 /- (28,44,567 /-)
common Director
ICT Infratech Services Pvt Ltd Company having Purchases 7,82,445 /- 1,71,832 /-
common Director
ICT Infratech Services Pvt Ltd Company having Service Charges 2,29,500 /- Nil
common Director
Panache Innovations Limited Company having Sales 1,98,19,624 /- (1,98,19,624 /-)
(Formerly Known as Ruby Traders & Common Director
Exporters Limited)
Panache Innovations Limited Company having Service Charges 2,92,100 /- (2,66,700 /-)
Exporters Limited)
Panache Innovations Limited Company having Purchases 2,32,448 /- 2,32,448 /-
Exporters Limited)
For and on behalf of the Board of Directors

Amit D. Rambhia Nikit D Rambhia

DINo:- 00165919 DINo:- 00165678
Nitesh Savla Jinkle Khimsaria

Place : Mumbai Chief Financial Officer Company Secretary
Dated: 23.05.2017 MemSec
No. A43987

To,
The Shareholders of
Panache Digilife Limited,
(Formerly Known as Vardhaman Technology Limited,
Earlier Known as Vardhaman Technology Private Limited)
Unit No. 201/B-1, Raheja Plaza, L.B.S. Road,
Ghatkopar (West), Mumbai 400 086.
Report on the Consolidated Financial Statements

We have audited the accompanying Consolidated Financial Statements of Panache Digilife Limited
as the Holding Company (Formerly Known as Vardhaman Technology Limited, Earlier known as Vardhaman Technology
Private Limited) Wemart Global FZE which comprise the `Consolidated Balance Sheet as at 31st March,
2017 and Consolidated Statement of Profit and Loss for the year then ended and a summary of significant accounting
policies an
Consolidated Financial Statements

The Holding specified in Section 134(5) of the Companies
Consolidated Financial Statements that give a true and fair
view of the consolidated financial position and the consolidated financial performance of the Company in accordance with
the Accounting Standards specified under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules,
2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the Consolidated Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
esponsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting & auditing standards and matters which are
required to be included in the audit report under the provisions of the Act and the rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those
Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated
Financial Statements. The procedures selected depend on the audi
of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant to the Compa Consolidated
Financial Statements to give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate
internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates
made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements.
We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditor in terms of their
report referred to in other matter paragraph below, is sufficient to provide a basis for our audit opinion on the
Consolidated Financial Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us and based on the
consideration of the report of the other auditor on Financial Statements of the subsidiary referred to in the other matters

paragraph below, the aforesaid Consolidated Financial Statements give the information required by the Act in the manner
so required and give a true and fair view, in conformity with the accounting principles generally accepted in India:
i. In the case of the Consolidated Balance Sheet, of the state of affairs of the Company as at 31st March 2017;
ii. In the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and
Other Matters Paragraph

The Special Purpose Wemart Global FZE Ajman
Free Zone - Dubai on 21st November 2016, has been audited by Abdulhusain and Associates (Chartered Accountants)
for the period ended on 31st March 2017. We have relied upon the report given by the aforesaid auditor for the purpose of
consolidation of Financial Statements. s Financial Statements are as Follows;
Sr.No. Particulars Amount in INR

1. Net Assets Rs. 2,66,04,278
2. Total Revenue Rs. 22,73,08,320
3. Net Income Rs. 2,56,47,933
Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, we report that based on our audit and on the consideration of the report of
other auditor on separate financial statement of the Foreign subsidiary, referred in the other matters paragraph above,
we report to the extent applicable that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of the aforesaid Consolidated Financial Statements;
b. In our opinion, proper books of accounts as required by law relating to the preparation and presentation of the
aforesaid Consolidated Financial Statements have been kept so far as it appears from our examination of
relevant books & records, returns and the report of the other auditor.
c. The Consolidated Balance Sheet and the Consolidated Statement of Profit & Loss dealt with by this Report are
in agreement with the books of account;
d. In our opinion, the aforesaid Consolidated Financial Statements comply with the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e. On the basis of written representations received from the directors of the Holding Company as on 31st March
2017 taken on record by the Board of Directors of the Holding Company and based on the report of the
Statutory auditor of its subsidiary, none of the directors is disqualified as on 31 st March 2017, from being
appointed as a director in terms of Section 164(2) of the Companies Act, 2013; and
f. Our Opinion on the adequacy of the Internal Financial Controls of the company over the financial reporting and
-
based on auditor reports of the Holding company and its Foreign subsidiary.
g.
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to
explanations given to us:
(i) The Company has disclosed that there are no pending litigations in respect of the Holding Company and
its Foreign Subsidiary which would impact its consolidated financial position.
(ii) The Holding Company and its Foreign Subsidiary did not have any long term contracts for which there
were any material foreseeable losses;
(iii) The Holding Company is not required to transfer any amount to the Investor Education and Protection
Fund by the Company.
(iv) As per the information and according to the information and explanation given to us, we report that,
except where, for the reasons explained in Para. 5 of Note No. 24 Of the consolidated financial

statements, the disclosure in the Consolidated Financial Statement (comprising of a holding company
and its wholly owned foreign subsidiary) with regard to specified bank notes as defined in
Notification S.O. 3407(E) dated 08th November 2016 of Ministry of Finance, during the period 08th
November 2016 to 30th December 2016. Based on the audit procedures and relying on the
management representation we report that the disclosures are in accordance with the books of accounts
maintained by the Company and as produced to us by the management.
For Jain Salia& Associates

[ FRNo: 116291W ]
Partner

ST
ANNEXURE -A MARCH, 2017.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
We have audited the internal financial controls over financial reporting of Panache Digilife (Formerly
st
known as Vardhaman Technology Limited, Earlier Known as Vardhaman Technology Private Limited) as of 31 March 2017 in
conjunction with our audit of the Consolidated Financial Statements of the Company for the year ended on that date.
management is responsible for establishing and maintaining internal financial controls based on the internal
control over financial reporting criteria established by the Company considering the essential components of internal control
stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required
under the Companies Act, 2013.
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our
audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial
n
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and if
such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed
judgment, including the assessment of the risks of material
misstatement of the Consolidated Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on
Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Consolidated Financial Statements for external purposes in
accordance with generally accepted accounting principles. A company's internal financial control over financial reporting
includes those policies and procedures that
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Consolidated Financial
Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company
are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of
the company's assets that could have a material effect on the Consolidated Financial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the
risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2017, based
on the internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the
Institute of Chartered Accountants of India.

[ FRNo: 116291W ]
Partner

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2017
(Amount in INR)
SR. PARTICULARS NOTE NO. AS AT
NO.
I. EQUITY AND LIABILITIES
1 SHAREHOLDERS FUNDS
(a) Share Capital 1 4,20,00,000
(b) Reserves and Surplus 2 4,92,37,311
(c) Money Received Against Share Warrants 0
2 SHARE APPLICATION MONEY PENDING ALLOTMENT 0
3 NON-CURRENT LIABILITIES
(a) Long-Term Borrowings 3 8,75,29,380
(b) Deferred Tax Liabilities (Net) 4 29,50,216
(c) Other Long Term Liabilities 5 17,93,302
(d) Long-Term Provisions 0
4 CURRENT LIABILITIES
(a) Short-Term Borrowings 6 9,36,22,061
(b) Trade Payables 7 33,02,45,185
(c) Other Current Liabilities 8 1,86,81,314
(d) Short-Term Provisions 9 99,00,505
63,59,59,274
II. ASSETS
1 NON-CURRENT ASSETS
(a) Fixed Assets 10
(i) Tangible Assets 3,24,35,203
(ii) Intangible Assets 1,72,973
(iii) Capital Work-in-Progress 0
(iv) Intangible Assets under Development 0
(b) Non-Current Investments 0
(c) Deferred Tax Assets (Net) 0
(d) Long-Term Loans and Advances 0
(e) Other Non-Current Assets 11 40,23,662
2 CURRENT ASSETS
(a) Current Investments 0
(b) Inventories 18 15,04,95,051
(c) Trade Receivables 12 43,08,84,617
(d) Cash and Cash Equivalents 13 1,11,22,535
(e) Short Term Loans and Advances 0
(f) Other Current Assets 14 68,25,233
63,59,59,274
[FRNo. 116291W]
___________________________ _______________________________
___________________________ ___________________________

DATED: 23.05.2017 DATED: 23.05.2017

CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2017
(Amount in INR)
Sr.No PARTICULARS NOTE NO. FOR THE YEAR ENDED
I. Revenue from Operations 15 78,94,17,576

II. Other Income 16 56,50,133
III. TOTAL REVENUE ( I + II ) 79,50,67,709
IV. Expenses:
Cost of Materials Purchased 17 66,91,22,450
Changes in Inventories of Finished Goods Work-
in-Progress and Stock-in-Trade 18 -95,58,773
Employee Benefits Expenses 19 2,63,37,743
Finance Cost 20 1,85,86,030
Depreciation and Amortisation Expenses 21 15,75,129
Other Expenses 22 3,55,66,026
Total Expenses 74,16,28,605
V. PROFIT BEFORE EXCEPTIONAL, EXTRAORDINARY ITEMS AND TAX 5,34,39,104
VI. Exceptional Items

Profit on Sale of Fixed Assets 70,650
VII. PROFIT BEFORE EXTRAORDINARY ITEMS AND TAX (VI - VII) 5,35,09,754
VIIl. Extraordinary Items 0
lX. PROFIT BEFORE TAX (VIII- IX) 5,35,09,754
X. Tax Expense:
Current Tax 89,88,540
Deferred Tax 23 2,14,649
XI. 4,43,06,565
XII. Profit/(Loss) from Discontinuing Operations 0
Xlll Tax Expense of Discontinuing Operations 0
XlV PROFIT/(LOSS) FROM DISCONTINUING OPERATIONS 0
XV PROFIT(LOSS) FOR THE PERIOD (XII + XV) 4,43,06,565
XVI Earning Per Share

Basic 10.55
Diluted 10.55
[FRNo.116291W]
___________________________ _______________________________
___________________________ ___________________________

DATED: 23.05.2017 DATED: 23.05.2017

NOTES TO BALANCE SHEET AS AT MARCH 31, 2017
(Amount in INR)
NOTE NO. 1 : SHARE CAPITAL
a. Particulars of Share Capital As At 31st March, 2017
AUTHORISED
70,00,000 Equity Shares of Rs.10/- each 7,00,00,000
7,00,00,000
ISSUED, SUBSCRIBED & FULLY PAID-UP :

42,00,000 Equity shares of Rs.10/- each fully paid-up 4,20,00,000
4,20,00,000
ISSUED, SUBSCRIBED AND NOT FULLY PAID-UP : 0

0
b. Details of Shareholding as at March 31, 2017

i. Equity Shares held by various entities
No Equity shares have been held by any entity.
ii. Shareholders holding more than 5% of Equity / Preference Shares :

14,00,000 Equity Shares of Rs.10/- each held by Mr. Amit D. Rambhia, Director
14,00,000 Equity Shares of Rs.10/- each held by Mr. Nikit D. Rambhia, Director
13,99,860 Equity Shares of Rs.10/- each held by Mr. Devchand L. Rambhia, Director
c. Reconciliation of the number of Equity Shares outstanding

As At 31st March, 2017
Number of Shares at the beginning of the year 3,00,000
Add: Shares issued 39,00,000
Less: Shares forfeited 0
Number of Shares at the end of the year 42,00,000
d. Each equity share is entitled to one voting right only.

(Amount in INR)
NOTE NO. 2 : RESERVES AND SURPLUS
a. Particulars Opening as Additions Dedn/ Balance as

at Adj at
01.04.2016 31.03.2017
Surplus/(Deficit) as per Profit and Loss Account {See Note 2(b)} 4,45,61,010 4,36,76,301 3,90,00,000 4,92,37,311
4,45,61,010 4,36,76,301 3,90,00,000 4,92,37,311
b. Surplus as per Profit and Loss Account

Net Profit/(Loss) after Tax 4,43,06,565
Balance brought forward 4,45,61,010
Profit/(Loss) available for Appropriation (I) 8,88,67,575
Less: Appropriation
Bonus Shares Issued 3,90,00,000
Debenture Redemption Reserve 0
General Reserve 0
Dividend on Equity Shares 0
( II ) 3,90,00,000
Foreign Currency Translation Reserve

Due to Operations of Subsidiary -6,69,958
Due to Investment in Subsidiary 39,694
( III ) -6,30,264
Surplus/(Deficit) carried to Reserves & Surplus ( I - II + III ) 4,92,37,311

(Amount in INR)
NOTE NO. 3 : LONG - TERM BORROWINGS
I Secured Borrowing 9,42,939

9,42,939
II Unsecured Borrowings :
a. Loan repayable on demand 0
b. Loans and advances from Related Parties
From Directors 3,73,80,000
From Relatives 0
c. Deposits 0
d. Others 4,92,06,441
8,65,86,441
Long Term Borrowings (I+II) 8,75,29,380
NOTE NO. 4 : DEFERRED TAX LIABILTY (NET)

Differential Tax (Asset)/Liability due to depreciation under Co. Act & I.T. Act
In Respect Of Assets On The Book As On 31.03.2017
Net Block of Fixed Assets as per Companies Act, 2013 3,26,08,176 3,28,57,840
WDV of Fixed Assets as per Income Tax Act, 1961 2,30,60,550 2,40,04,872
Timing Difference, giving rise to Deferred Tax (Asset)/Liability 95,47,626 88,52,968
( X ) Applicable Income Tax Rate (Basic Rate + Ed. Cess) 30.90% 30.90%
Deferred Tax (Asset)/Liability as on 31st March 29,50,216 27,35,567
Deferred Tax (Benefit)/Expense to be shown in Profit & Loss

2,14,649
Account for the period ended 31st March, 2017
NOTE NO. 5 : OTHER LONG TERM LIABILITIES
I Deposits against Rental System 3,89,302

Office Rent Deposit/Raheja 14,04,000
Other Long Term Liabilities 17,93,302
NOTE NO. 6 : SHORT - TERM BORROWINGS

Unsecured Borrowings
From Related Parties 0
From Others 0
(I) 0
Short term Secured Borrowings

Car Loan 16,48,559
Canara Bank (Cash Credit Account) 9,04,03,917
Canara Bank London (Buyers Credit) 15,69,585
( II ) 9,36,22,061
Short Term Borrowings (I+II) 9,36,22,061

(Amount in INR)
NOTE NO. 7 : TRADE PAYABLES

I Due to Small and Micro Enterprises
For Services / Expenses 6,17,515
For Goods 64,42,844
II Other than Small and Micro Enterprises

For Services / Expenses 35,08,154
For Goods 31,96,76,672
Trade Payables ( I+II) 33,02,45,185
NOTE NO. 8 : OTHER CURRENT LIABILITIES
Statutory Liabilities 21,47,659

Advances From Debtors 1,22,75,406
Others 42,58,249
Other Current Liabilities 1,86,81,314
NOTE NO. 9 : SHORT TERM PROVISIONS
Short term Provisions

Electricity Charges Payable 74,242
Excise Duty Payable 1,25,000
Salary Payable 13,67,389
Credit Card Expenses Payable 10,780
Income Tax Payable 83,23,094
Short Term Provisions 99,00,505

(Amount in INR)
NOTE NO. 10 - FIXED ASSETS ( AS PER COMPANIES ACT,2013 )
GROSS BLOCK DEPRECIATION (S.L.M) NET BLOCK

SR. PARTICULARS Actual cost Additions Deductions Cost as on Upto Additions Deductions As at As at As at
01.04.2016 (sales / W/off) 31.03.2017 31.03.2016 31.03.2017 31.03.2016 31.03.2017
( i ) TANGIBLE ASSETS
A> Building
Office Premises 2,78,03,000 0 0 2,78,03,000 12,32,706 4,39,625 0 16,72,331 2,65,70,294 2,61,30,669
B> Furnitures & Fixtures

Furniture & Fixture 17,59,453 36,000 0 17,95,453 5,82,171 1,84,512 0 7,66,683 11,77,282 10,28,770
C> Plant & Machinery

1 Air Conditioner 6,62,015 44,084 0 7,06,099 3,91,975 89,335 0 4,81,310 2,70,040 2,24,789
2 Plant & Machinery 27,90,978 0 0 27,90,978 6,50,640 1,88,328 0 8,38,968 21,40,338 19,52,010
3 Mould 1,57,500 0 0 1,57,500 79,024 23,390 0 1,02,414 78,476 55,086
4 Office Equipment 3,52,356 8,900 0 3,61,256 2,73,998 20,464 0 2,94,462 78,358 66,794
5 Mobile Handset 1,21,070 84,993 0 2,06,063 31,628 54,828 0 86,456 89,442 1,19,607
6 Camera 2,24,537 0 0 2,24,537 31,964 14,461 0 46,425 1,92,573 1,78,112
7 Lift 1,68,200 0 0 1,68,200 42,031 11,182 0 53,213 1,26,169 1,14,987
8 Networking Devices 80,301 21,760 0 1,02,061 67,745 18,795 0 86,540 12,556 15,521
9 Motor Car 36,22,391 12,57,044 10,93,494 37,85,941 16,97,139 4,79,733 8,64,144 13,12,728 19,25,252 24,73,213
10 Computers & Laptops 7,64,154 27,034 0 7,91,188 6,91,570 23,973 0 7,15,543 72,584 75,645
3,85,05,955 14,79,815 10,93,494 3,88,92,276 57,72,591 15,48,626 8,64,144 64,57,073 3,27,33,364 3,24,35,203
( ii ) Intangible Assets
Software 1,94,545 75,000 0 2,69,545 70,069 26,503 0 96,572 1,24,476 1,72,973
1,94,545 75,000 0 2,69,545 70,069 26,503 0 96,572 1,24,476 1,72,973
3,87,00,500 15,54,815 10,93,494 3,91,61,821 58,42,660 15,75,129 8,64,144 65,53,645 3,28,57,840 3,26,08,176

(Amount in INR)
NOTE NO. 11 : OTHER NON-CURRENT ASSETS

I Deposits
Daman Office Deposit 3,00,000
Electricity Deposit 33,160
Rent Deposit 30,000
Shree Rajlaxmi Textiles Park Ltd. 10,00,000
Telephone Deposit 6,419
Magrolia Leasing and Infotech Pvt Ltd. 13,50,000
Sales Tax Deposit 25,000
27,44,579
II Others
Income Tax Refundable 1,90,768
VAT Refundable 4,275
Miscellaneous Expenditure 10,84,040
12,79,083
Other Non-Current Assets ( I + II) 40,23,662
NOTE NO. 12 : TRADE RECEIVABLES

I Outstanding for a period exceeding Six Months from due date for payment
a Secured, Considered good 0
b Unsecured, Considered good 1,51,93,726
c Doubtful 0
II Other Trade Receivable

a Secured, Considered good 0
b Unsecured, Considered good 41,56,90,891
c Doubtful 0
Trade Receivables 43,08,84,617
NOTE NO. 13 : CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents
Balance with Banks 50,10,011
Cash on hand 6,05,504
Fixed Deposits with Bank 55,07,020
Cash & Cash Equivalents 1,11,22,535
NOTE NO. 14: OTHER CURRENT ASSETS
Prepaid Expenses & Others 13,42,297

Loans & Advances 6,52,783
Advance To Creditors 45,25,693
Miscellaneous Expenses 3,04,460
Other Current Assets 68,25,233

NOTES TO PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2017
(Amount in INR)
NOTE NO. 15 : REVENUE FROM OPERATIONS IN RESPECT OF NON FINANCE COMPANY
For y.e.31st March,2017
Net Sales (Domestic) 76,25,09,282

Net Sales (Export) 28,69,666
Service Charges(Domestic) 34,42,897
Rental Charges 25,41,888
Transportation Charges 4,336
Service Tax 7,41,712
Value Added Tax 1,69,95,065
Central Sales Tax 2,61,358
Swachh Bharat Cess 25,981
Krishi Kalyan Cess 25,391
Revenue from Operations 78,94,17,576
NOTE NO. 16 : OTHER INCOME
Discount Received (Net) 7,28,837

Incentives Received 17,21,944
Additional Collection from Customer 97,202
Rent Received 24,73,040
Interest Income 1,91,552
Interest on SAD Refund 6,777
Interest on Investment 4,30,781
Other Income 56,50,133
NOTE NO. 17 : COST OF MATERIAL PURCHASED
Net Purchase 65,07,43,692

Service Charges 2,89,088
Service Tax 83,855
Swachh Bharat Cess 2,993
Krishi Kalyan Cess 2,872
Value Added Tax 1,54,69,557
Central Sales Tax 23,89,540
Frieght charges 1,40,853
66,91,22,450
LESS:-
SAD Refund (Net) 0
Cost of Material Purchased 66,91,22,450
NOTE NO. 18 : CHANGE IN INVENTORIES / STOCK IN TRADE

Opening Stock / Inventories 14,09,36,278
Less : Closing Stock / Inventories 15,04,95,051
Change in Inventories -95,58,773

(Amount in INR)
NOTE NO. 19 : EMPLOYEE BENEFIT EXPENSES
Director's Remuneration 45,00,000

Salary & Bonus to Employees 2,11,56,317
Employers Contribution to Provident Fund 1,39,039
Staff Welfare Expenses 3,04,354
Medical Bonus to Employees 29,000
Incentives 1,42,687
Gratuity to Employees 66,346
Employee Benefit Expenses 2,63,37,743
NOTE NO. 20 : FINANCE COST
Bank Charges 2,65,779

Bank Charges on Buyers Credit 4,53,838
Interest on BD 16,59,529
Interest on Term Loan 6,97,119
Interest on Bank OD 79,87,645
Interest on Unsecured Loans 72,52,058
Interest on Car Loan 1,49,142
Interest on Buyers Credit 1,20,920
Finance Cost 1,85,86,030
NOTE NO. 21 : DEPRECIATION & AMORTISE EXPENSES
Depreciation 15,75,129
15,75,129

(Amount in INR)

Audit Fees 1,43,750
Call Centre Expenses 50,000
Central Sales Tax Paid 2,41,256
Certification Charges 1,93,594
Clearing Charges 6,829
Cloud Services 69,012
Commission Expenses 1,75,343
Computer Expenses 27,103
Conveyance 4,74,909
Credit Card Charges 4,227
Custom Duty Paid 962
Daman Guest House Expenses 1,83,076
Diwali Expenses 36,787
Electricity Charges 8,20,624
Event Expenses 4,57,000
Excise Duty 16,11,003
Franking Charges 22,910
Frieght Charges 61,820
Interest on Income Tax paid 1,51,300
Installation Charges 3,64,815
Insurance Charges 5,32,625
Interest on late payment 707
Internet Charges 65,642
Krishi Kalyan Cess Paid 14,331
Legal Charges 20,710
Licencing Charges 2,49,242
Loading & Unloading 26,160
Loss Due To Foreign Exchange Fluctuation 5,42,359
Loss due to Damage of Stock 77,878
Manufacturing Expenses 9,319
Membership & Registration Charges 32,000
Motor Car Expenses 60,488
Octroi Charges 1,33,302
Office & Factory Maintenance Charges 2,95,509
Packing Material 3,540
Postage & Courier 54,860
Printing & Stationery 1,95,234
Profession Tax 2,500
Professional Fees 73,30,565
Preliminary Expenses Written off 1,33,800
R & D Expenses 2,58,283
Rent, Rates & Taxes 73,59,565
Repairs & Maintenance 3,52,088
Royalty Paid 4,73,000
Sales Promotion & Advt Expenses 22,85,478
Service Expenses 6,25,548
Service Tax Paid 10,54,002
Swachh Bharat Cess Paid 32,456
Software Expenses 1,32,691
Stamp duty and Registration Charges 9,46,000
Subscription & Periodicals 14,700
Sundry Expenses 6,93,327
Telephone & Mobile Charges 1,47,012
Testing Charges 2,82,200
Trainee Expenses 3,94,728
Transportation Charges 14,58,679
Travelling Expenses 22,84,828
Value Added Tax Paid 15,63,142
VTS Expenses 2,00,460
Website Development Charges 1,30,750
Other Expenses 3,55,66,026
NOTE NO. 23 : DEFERRED TAX
Deferred Tax Liability 2,14,649
Deferred Tax Liability 2,14,649

Note No.24: Consolidated Notes on the Accounts for the year ending on 31 st March, 2017.
1 Significant Accounting Policies, practices annexed to & forming part of accounts for the year ending on 31st March,
2017.
1.1 System of Accounting:

1.1.1 The Company follows Mercantile System of Accounting and recognizes Income & Expenditure on an accrual
basis.
1.1.2 Accounts of the Company are prepared under the Historical Cost convention method and in accordance with
generally accepted accounting principles in India and in accordance with the provisions of the Companies Act,
2013.
1.2 Basis of Consolidation

bsidiary. The
prepared on the following basis:
i. The financial statements of the Company and its subsidiary has been combined on a line-by-line basis by
adding together the book values of like items of assets, liabilities, income and expenses, after eliminating
intra-group balances, intra-group transactions and unrealised profits or losses as per Accounting Standard
ii. Since the subsidiary is a foreign subsidiary, revenue items are consolidated at the average exchange rate
prevailing during the year. All assets and liabilities as at the year-end are converted at the rates prevailing as
on that date. Any exchange difference arising on consolidation is shown under Foreign Currency Translation
Reserve.
iii. The financial statements of subsidiary, with which the Financial Statement of the Company is consolidated,
are drawn upto the same reporting date as that of the Company.
1.3 Going Concern:

Fundamental Accounting assumption of going concern is followed in preparation of the Consolidated financial
statement.
1.4 Use of Estimates

The preparation of Consolidated Financial Statements in conformity with Indian GAAP requires management to make
judgments, estimates and assumptions that affect the reported amounts of revenue, expenses, assets and liabilities
and disclosure of contingent liabilities as at the date of Consolidated Financial Statements and the results of
t knowledge of the
adjustment to the carrying amounts of assets or liabilities in future periods.
1.5 Fixed Assets and Depreciation:

1.5.1 Acquired fixed assets are stated at book value and the new assets purchased during the year are recorded at
cost of an asset comprised of its purchase price and cost directly attributable of bringing the asset to the
working condition for its intended use.
1.5.2 Expenditure for additions, improvements and renewals are capitalized and expenditure for maintenance &
repairs are charged to the profit & loss account.
1.5.3 Depreciation on fixed assets has been provided for on Straight-Line Method at the rates specified in Schedule
II of the Companies Act, 2013. Depreciation on assets added/sold during the year has been provided on pro-
rata basis.

1.5.4 Every Asset/Cash Generating Unit is subject to impairment tests at the end of the year, by the management, in
order to recognize the impact of Impairment of Assets as per AS-28.
1.6 Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured.
1.7 Miscellaneous Expenses (Assets)

Expenditure of Rs. 15,22,300 /- pertaining to increase in Authorized Share Capital of the company and for listing of
Stock Exchange, has been carried in the balance sheet (to the extent not written off), as
the management of the company perceives that the benefit of such expenditure would accrue to the company
gradually in subsequent years. Accordingly, the management of the company has decided that it will amortize such
expenditure over a period of 5 years.
1.8 Inventories:
Raw materials, stores, spare parts & components are valued at cost computed on weighted average basis or Net
Realizable Value, whichever is lower (after providing for obsolescence, if any). Inventory of finished goods is valued at
Cost or Net Realizable Value, whichever is lower.
1.9 Foreign Currency Transactions:

1.9.1 Foreign Currency Transactions occurred during the year are translated into Rupees at the exchange rate
Changes in Foreign Exchange Rates (Revised However, for costing purpose the consistent practice
followed over the years.
1.9.2 Foreign Currency Assets and Liabilities outstanding as at the yearend are restated at the exchange rate
prevailing as at close of the financial year.
1.9.3 All exchange differences are accounted for in the Statement of Profit or Loss.
1.9.4 Consolidation With Subsidiary

Financial Statements of the subsidiary whose functional currency is different than Indian Rupees is translated
into Indian Rupees as follows;
1.9.4.1 Assets and Liabilities presented in the Balance Sheet of the subsidiary are translated at the closing rate
prevailing as on the reporting date;
1.9.4.2 Income, expenses and cash flows are generally translated using average exchange rates for the period
unless those rates do not approximate the actual exchange rates at the dates of specific transactions, in
which case the exchange rates as at the date of transactions are used.
1.10Provision for Tax:

1.10.1 Provision for Income Tax has been made as per the provisions of the Income Tax Act, 1961.
1.10.2
recorded Deferred Tax Expense arising on account of timing difference in Depreciation and assets sold &
written off during the year under the Companies Act of Rs.2,14,649/- till 31st March,2017. Separate working
sheet for the same is annexed here with.
1.11 Earnings per Share:

Basic and Diluted earnings per share is calculated by dividing net profit or loss for the period attributable to equity
shareholders and weighted average number of shares outstanding during the period.
There are no potential equity shares in the books, and therefore diluted earnings per share are same as basic
earnings per share.

2 Accounting Transactions
2.1 None of the employees were in receipt of or are entitled to receive remuneration aggregating to not less than
Rs.60,00,000/- for the year or not less than Rs.5,00,000/- per month, if employed for part of the year.
2.2 During the year, following payments on account of import and traveling expenses were made in foreign currency.

No.

Import Purchase (recorded at total cost INR 17,00,86,120 USD 25,33,770.34
of carrying the goods to destination)
Expenses INR 2,48,619
USD 3,650.00
(for business tours)
Also during the year, following amount received on account of export in foreign currency;
No.
1. Inward Remittance on account of
INR 28,71,526 USD 42,769
Export Sales
2.3 Outstanding balances as at 31st March, 2017 of Current &Non-Current Liabilities and Assets including Trade
Payables, Trade Receivables are subject to confirmation.
2.4 In the opinion of the Board of Directors; the Current and Non-Current Assets, Loans & Advances are recorded
approximately at the value as if realised in the ordinary course of the business. The provision for depreciation and all
known liabilities are adequate and are not in excess of the amounts reasonably necessary.
2.5 Investments
2.5.1 Investments which are readily realizable and intended to be held for not more than one year, are classified as
current investments. All other investments are classified as long term investments and hence are valued at cost,
unless there is other than temporary decline in the value of investments, in which case, adequate provision has
been made against such diminution in the value of investments.
2.5.2 Investments in Fixed Deposits have been considered by the management to be short term in nature, made against
letter of credit facility and buyers credit from the Bank and hence they are valued at cost plus accrued interest on it.
2.6 Inventories
In the opinion of the Board of Directors, the Company is dealing in different varieties of computer systems, LED TV
and its peripherals. Day to day Quantitative Stock Records have been maintained properly. The branch transfers are
made at cost and the closing inventory is valued at cost or net realisable value whichever is lower.
2.7 All the Directors have drawn remuneration for the Accounting Year 2016-17 aggregating to Rs.45,00,000/-
2.8 Change in Accounting Policy

The Management, while preparing the financial statements of the company during the previous years; had recorded
excise duty through the Profit and Loss account following inclusive method, and accordingly used to include excise
duty paid in the cost of purchase. However, in the current year, the company has decided to record excise duty
separately to be in line with the requirements of Schedule III of Companies Act, 2013 and accordingly the Opening
input Credit of excise has been recognized as an asset in the balance sheet of the current year.

3 necessary.
4 Issue of Fully Paid up Bonus Shares.

Considering the contribution of each member to the success of the organization over the last decade, the
management had decided to grant bonus shares to the existing members in the current year. Pursuant to the
resolution passed in the Extra-Ordinary General Meeting held on 23rd January 2017 and in accordance with the
provisions of Companies Act, 2013, the company has issued fully paid up bonus shares to the existing members in
the ratio 13:1.
5 Disclosure on specified bank notes (SBN) Pursuant to MCA notification 308(E) dated 30th March, 2017:
The details of Cash transactions entered into by the company during the demonetization period i.e. between 08th
November, 2016 to 30th December, 2016 is as under:
Particulars SBNs Other Total

denomination
notes
Closing cash in hand as on 08.11.2016 Rs. 3,67,000 Rs. 2,17,200 Rs. 5,84,200
( + )Permitted Receipts -- Rs. 2,36,584 Rs. 2,36,584
( - ) Permitted Payments -- Rs. 1,27,284 Rs. 1,27,284
( - ) Amount Deposited in banks Rs. 3,67,000 -- Rs. 3,67,000
Closing cash in hand as on 30.12.2016 -- Rs. 3,26,500 Rs. 3,26,500
6. Preparation of Consolidated Cash Flow Statement.

Being the first year of preparation of Consolidated Financial Statements, it has decided not to prepare Consolidated
Cash Flow Statement, which otherwise forms part of Consolidated Financial Statements as per Section 129(3) of
Companies Act, 2013.The consolidated cash flow Statement if prepared will not be comparative with previous
standalone figure.

7 Related Party Transactions:
The Company has identified all the related parties having transactions during the year as per details given hereunder:
Name of the person Relation with the Nature of Volume of Outstanding
company Transaction transaction as on 31st
during March,2017
F.Y.16-17 (in Rs.)
(in Rs.) Cr/(Dr)
Amit D. Rambhia Director Remuneration 18,00,000 /- Nil
Nikit D. Rambhia Director Remuneration 18,00,000 /- Nil
Devchand Rambhia Director Remuneration 9,00,000 /- Nil
Amit D. Rambhia Director Loan Accepted 1,62,68,000 /- 71,88,000 /-
Nikit D. Rambhia Director Loan Accepted 60,30,000 /- 1,18,22,000 /-
Devchand L. Rambhia Director Loan Accepted 2,17,55,000 /- 1,83,70,000 /-
Amit D. Rambhia Director Interest on Loan 9,82,773 /- Nil
Nikit D. Rambhia Director Interest on Loan 13,27,721 /- Nil
Devchand L. Rambhia Director Interest on Loan 12,83,386 /- Nil
Deepa A. Rambhia Salary 9,00,000 /- Nil
Kavita N. Rambhia Salary 9,00,000 /- Nil
Nitesh Savla CFO Salary 4,00,000 /- Nil
Jinkle Khimsaria Company Salary 1,00,065 /- 29,800 /-
Secretary
ICT Infratech Services Pvt Ltd Company having Sales 34,99,722 /- (28,44,567 /-)
common Director
ICT Infratech Services Pvt Ltd Company having Purchases 7,82,445 /- 1,71,832 /-
common Director
ICT Infratech Services Pvt Ltd Company having Service Charges 2,29,500 /- Nil
common Director
Panache Innovations Limited Company having Sales 1,98,19,624 /- (1,98,19,624 /-)
Exporters Limited)
Panache Innovations Limited Company having Service Charges 2,92,100 /- (2,66,700 /-)
Exporters Limited)
Panache Innovations Limited Company having Purchases 2,32,448 /- 2,32,448 /-
Exporters Limited)
For and on behalf of the Board of Directors

(Amit D. Rambhia) (Nikit D Rambhia)

Director Director
DINo:- 00165919 DINo:- 00165678
(Nitesh Savla) (Jinkle Khimsaria)

Place : Mumbai CFO Company Secretary
Dated: 23.05.2017 Mem No. SecA43987

DIGILIFE LIMITED
(Formerly known as Vardhaman Technology Limited; earlier Vardhaman Technology Private Limited)
Reg. Off.: Unit No. 201/B1, Raheja Plaza-1, L.B.S. Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India
Tel: +91-022-2500 7002/7502; Email: info@panachedigilife.com; Website: panachedigilife.com
CIN: L72200MH2007PLC169415
NOTICE TO MEMBERS
Notice is hereby given that the 10th Annual General Meeting (AGM) of the Members of Panache Digilife Limited will
be held on Thursday, 21st September, 2017 at 2:00 P.M. at Unit No. 201/B1, Raheja Plaza-1, L.B.S. Marg,
Ghatkopar West, Mumbai 400086, Maharashtra, India to transact the following business;
Ordinary Business:
1. Adoption of Audited Financial Statement (standalone and consolidated) for the Financial Year ended 31 st
March, 2017 and Reports of Directors & Auditors thereon
To receive, consider and adopt

a. The Audited Standalone Financial Statement of the Company for the financial year ended 31st March,
2017, and the report of the Board of Directors and Auditors thereon.
b. The Audited Consolidated Financial Statement of the Company for the financial year ended 31st March,
2017, and the report of the Auditors thereon.
2. To declare Dividend on Equity Shares
To declare dividend on Equity Shares at ₹ 1/- on per share of Face Value of ₹ 10/- for the Financial Year
ended 31st March 2017.*
a dividend at ₹ 1/- per equity share of Face Value ₹ 10/- each on 18,00,000 Equity
Shares (Excluding the Equity Share upon which the members have waived/forgone his/their right to receive the
dividend by him/them for financial year 2016-17) absorbing thereby ₹ 18,00,000/- excluding dividend
distribution tax as at 31st March, 2017 be and is hereby declared for payment to those holders of Equity
Shares whose names appear in the Register of Members of the Company as on 14th September, 2017"
3. Re-appoint Mr. Amit Devchand Rambhia (DIN: 00165919) who retires by rotation
To appoint a Director in place of Mr. Amit Devchand Rambhia, Managing Director, (DIN 00165919), who
retires by rotation and being eligible, offers himself for re-appointment.
pursuant the provisions of Companies Act 2013, Mr. Amit Devchand Rambhia (DIN:
00165919), who retires by rotation, and being eligible, offers himself for re-appointment, be and is hereby re-
appointed as a director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT any of the Directors, Company Secretary and CFO of the Company, be and are
hereby severally authorized to do all the acts, deeds and things which are necessary to give effect to the
4. Appointment of Statutory Auditors
To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution;
RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the

time, M/s. KPB & Associates, Chartered Accountants (Firm Registration No. 114841W) be and is hereby
appointed as Auditors of the Company in place of M/s. Jain Salia & Associates, Chartered Accountants (Firm
Registration No. 116291W) who has submitted their ineligibility to the Company to be appointed as Statutory
Auditors from the conclusion of this Annual General Meeting and the incoming Statutory Auditors shall hold
th
) AGM
to be held in 2022, subject to ratification by the members of their appointment at every AGM, at such
remuneration including applicable taxes and out-of-pocket expenses, as may be mutually agreed between the
Board of Directors of the Company and the Auditors upon recommendation of the Audit Committee.
RESOLVED FURTHER THAT the Board of Directors of the Company and/or the duly appointed company
secretary of the Company be and are hereby severally authorised to do all acts and take all such steps as may
be necessary, proper or expedient to giv
Special Business:
5. Appointment of Mr. Rohit Mathur (DIN: 06583736) as an Independent Director
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution;
THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions
of the Companies Act, 2013 and the rules made thereunder (including any statutory modifications or re-
enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, approval of
the members be and is hereby accorded for the appointment of Mr. Rohit Mathur (DIN: 06583736), who was
appointed as an Additional Director of the Company in the capacity of Independent Director by the Board of
Directors with effect from 17th February, 2017 and who has submitted a declaration of independence under
Section 149(6) of the Companies Act, 2013 and is eligible for appointment and in respect of whom the
Company has received a notice in writing from a Member under Section 160 of the Companies Act, 2013
signifying his intention to propose Mr. Rohit Mathur as a candidate for the office of Director of the Company,
be and is hereby appointed as an Independent Director of the Company to hold office for a term of one year
from 17th February, 2017 upto 16th February, 2018 and whose office shall not be liable to retire by rotation."
6. Appointment of Mrs. Meeta k. Mehta (DIN: 07515717) as an Independent Director
To consider and, if thought fit, to pass, with or without modification, the following resolution as an Ordinary
Resolution;
pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions
the members be and is hereby accorded for the appointment of Mrs. Meeta k. Mehta (DIN: 07515717) who
was appointed as an Additional Director of the Company in the capacity of Independent Director by the Board
of Directors with effect from 17th February, 2017 and who has submitted a declaration of independence under
signifying his intention to propose Mrs. Meeta k. Mehta as a candidate for the office of Director of the
Company, be and is hereby appointed as an Independent Director of the Company to hold office for a term of
one year from 17th February, 2017 upto 16th February, 2018 and whose office shall not be liable to retire by
7. Appointment of Mr. Bhavin Vinod Adani (DIN: 02919483) as an Independent Director
To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution;
pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions

the members be and is hereby accorded for the appointment of Mr. Bhavin Vinod Adani (DIN: 02919483) who
was appointed as an Additional Director of the Company in the capacity of Independent Director by the Board
of Directors with effect from 17th February, 2017 and who has submitted a declaration of independence under
signifying his intention to propose Mr. Bhavin Vinod Adani as a candidate for the office of Director of the
Company, be and is hereby appointed as an Independent Director of the Company to hold office for a term of
one year from 17th February, 2017 upto 16th February, 2018 and whose office shall not be liable to retire by
rotation."
8. Continuation as Whole-Time Director by Mr. Devchand Lalji Rambhia (DIN: 00165851) upon attaining 70
years of Age during his term of appointment
To consider and, if thought fit, to pass, the following resolution as a Special Resolution;
pursuant to section 196(3) read with Schedule V and other applicable provisions, if any, of
the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force),
consent of the Members of the Company be and is hereby accorded for continuation of holding of office of
Whole-Time Director by Mr. Devchand Lalji Rambhia (DIN: 00165851) upon attaining the age of 70 (Seventy)
years on 16th January, 2018 upto the expiry of his present term of office i.e. 16th February, 2020, on the
existing terms and conditions as mentioned in the appointment letter dated 17 th February, 2017 duly approved
through a special resolution passed on 17th February, 2017 by the Members in the Extra-Ordinary General
Meeting.
RESOLVED FURTHER THAT the Board of Directors, Company Secretary and CFO of the Company be and
are hereby authorised severally to do all acts and take all such steps as may be necessary, proper or
9. Alteration of Articles of the Company
To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special
Resolution;
RESOLVED THAT in accordance with the provisions of applicable law, including Section 14 of the Companies
Act, 2013 and the rules made thereunder and amended from time to time, consent of the Members of the
Company be and is hereby accorded for alteration of Articles of Association of the Company as follows;
a. Insertion of following Clause in Articles of Association of the Company after Clause 151 as Clause 151A;
Sr. Particulars
No.
151A Notwithstanding anything contained in this Articles of the Company, but Open to Members to
subject to the provisions of the Companies Act, 2013 and all other applicable waive/forego his/her
rules of the statutory authorities and the Rules framed by the Board of right to receive the
Directors of the Company in this behalf as amended from time to time by the Dividend.
Board, it shall be open for the Members of the Company who hold the equity
shares in the Company to waive/forgo his/their right to receive the dividend
(interim or final) by him/them for any financial year which may be declared or
recommended respectively by the Board of Directors of the Company. The
waiver/forgoing by the Members, his/ their right to receive the dividend (interim
or final) by him/them under this Article shall be irrevocable immediately after
the record date/book closure date fixed for determining the names of
Members entitled for dividend. The Company shall not be entitled to declare
or pay and shall not declare or pay dividend on equity shares to such

Members who have waived/forgone his/their right to receive the dividend
(interim or final) by him/ them under this Article.
b. Replacing the existing Clause 152 with the following Clause;

Sr. Particulars
No.
152 The Company in General Meeting may declare dividends to be paid to the The Company in
Members other than the Members who have waived/forgone their right of General Meeting
receiving any Dividend (including any interim dividend), declared / to be may declare
declared by the Company for Financial Year, in accordance with Rules framed Dividends.
by the Board and amended from time to time, to be paid to members
according to their respective rights and interests in the profits and may fix the
time for payment and the Company shall comply with the provisions of
Section 127 of the Act, but no dividends shall exceed the amount
recommended by the Board of Directors, but the Company may declare a
smaller dividend in general meeting.
c. Replacing the existing Clause 154 with the following Clause;

Sr. Particulars
No.
154 Subject to the provisions of the Act, the Directors may, from time to time, pay Interim Dividend
to the Members other than the Members who have waived/foregone their right
of receiving any dividend declared / to be declared by the Company for any
financial year, in accordance with Rules framed by the Board and amended
from time to time, such interim dividends as in their judgment the position of
the Company justifies.
RESOLVED FURTHER THAT consent of the Members be and is hereby accorded for authorising Board of
Directors for framing Rules for equity members who want to waive/forgo the right to receive dividend in
respect any financial year and amend the same from time-to-time.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board (including its
Committee(s) thereof and/or any Director or any individual delegated with powers necessary for the purpose)
be and is hereby authorized to do all such acts, deeds, matters and things, as may be necessary, proper or
expedient without being required to seek any further consent or approval of the Company or otherwise to the
end and intent that they shall be deemed to have been given all necessary approval thereto expressly by the
authority of this resolution.
RESOLVED FURTHER THAT any of the Directors, Company Secretary & Compliance Officer and CFO of the
Company, be and are hereby severally authorized to do all such acts, matters, deeds and things necessary or
desirable in connection with or incidental to give effect to the above resolutions, including filing of necessary
forms with the Registrar of Companies, Mumbai, Maharashtra, as may be required in relation to such
amendments and to comply with all other requirements in this reg
_____________________
Amit Rambhia
*The actual equity dividend to be declared by the members at the 10th Annual General Meeting will be for only
equity shares other than the equity shares in respect of which the equity Members(s) has / have waived / forgone
his / their right to receive the dividend for the financial year ended 31st March, 2017.

Notes:
1. PROXIES: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE
THE PROXY NEED NOT BE A MEMBER OF THE COMPANY
Pursuant to the provisions of Section 105 of the Companies Act, 2013 and Rules framed there under a person
can act as Proxy on behalf of Members not exceeding 50 (fifty) and holding in the aggregate not more than 10
(ten) per cent of the total share capital of the Company carrying voting rights. However, a Member holding
more than 10 (ten) per cent of the total share capital of the Company carrying voting rights may appoint a
single person as Proxy and such person shall not act as Proxy for any other Member. The Instrument
appointing the Proxy, in order to be valid and effective, should be deposited at the Registered Office of the
Company, duly completed and signed, not less than 48 (forty-eight) hours before the commencement of the
meeting. Proxies submitted on behalf of companies, societies etc. must be supported by an appropriate
resolution / authority, as applicable. Every Member entitled to vote at the Meeting can inspect the proxies
lodged at the Company, at any time during the business hours of the Company, during the period beginning
24 (twenty-four) hours before the time fixed for the commencement of the Meeting and ending on the
conclusion of the Meeting. However, a prior notice of not less than 3 (three) days in writing of the intention to
inspect the proxies lodged shall be required to be provided to the Company.
In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be
entitled to vote.
2. Corporate Members: Corporate Members intending to send their authorised representatives to attend the
Meeting pursuant to section 113 of the Companies Act, 2013 are requested to send to the Company, a
certified copy of the relevant Board Resolution together with their respective specimen signatures authorising
their representative(s) to attend and vote on their behalf at the Meeting.
3. Explanatory Statement: The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013,
setting out the material facts concerning each item of special business to be transacted at the Meeting is
annexed hereto and forms part of the Notice.
4. Cut-off Date for Dispatch: Members of the Company, holding shares either in dematerialised form or physical
form, as on 11th August, 2017 (cut-off for receiving Notice and Annual Report), shall be entitled for receiving of
the Annual Report for the period 2016-17, physically or through their registered mail id.
5. Communication: Electronic copy of the Annual Report 2016-17 and the Notice of the 10th Annual General
Meeting (AGM) of the Company inter alia with Attendance Slip and Proxy Form is being sent to all the
Depository Participants for communication purposes unless any Member has requested for a hard copy of the
same. For Members, who have not registered their email IDs, physical copies of the Annual Report 2016-17
and the Notice of the AGM of the Company inter alia with Attendance Slip and Proxy Form is being sent
through permitted mode. Members are requested to produce the enclosed attendance slip, duly signed as per
the specimen signature recorded with the Company, for admission to the meeting hall. Members holding
shares in dematerialised form are requested to bring their DP-ID and Client-ID numbers for easier identification
for attendance at the meeting. Annual Report for 2016-17 along with Notice of the AGM is also available at the
website of the Company www.panachedigilife.com.
6. Registrar & Share Transfer Agents and Depository Participant: Members holding Shares in physical mode
are requested to intimate changes in their address, bank details, ECS mandate, nomination, power of
attorney, change in name/ address etc. to Bigshare Services Private Limited, Registrar and Share Transfer
Agents (RTA) of the Company located at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis Apartments
(Next to Keys Hotel), Marol Maroshi Road, Andheri East, Mumbai - 400059. Members holding Shares in
electronic mode are requested to send the intimation for change of address, bank details, ECS mandate,
nomination, power of attorney, change in name/ address etc. to their respective Depository Participants, any

such changes eff
records.
7. Nomination Facility: Members holding shares in the physical form and desirous of making / changing
Nomination in respect of their shareholdings in the Company, as permitted under Section 72 of the
Companies Act, 2013 and Rules made thereunder, are requested to submit the prescribed Form No. SH-13,
Bigshare Services
Private Limited, who will provide the form on request. In respect of shares held in electronic / demat form, the
Members may please contact their respective depository participant.
8. Book Closure: Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of
Members and Share Transfer Books of the Company will remain closed from Friday, 15th September, 2017 to
Thursday, 21st September, 2017 (both days inclusive) for the purpose of electronic credit / despatch of
dividend and AGM.
9. Dividend: Subject to the provisions of Section 123 to Section 127 of the Companies Act, 2013, Dividend on
Equity Shares for the year ended 31st March, 2017 as recommended by the Board (Excluding the shares upon
which the members have waived/forgone his/their right to receive the dividend by him/them for financial year
2016-17), if sanctioned at the AGM, will be paid within a period of 30 days from the date of declaration to
those Members who have not waived their right to receive the dividend for the Financial year 2016-17 -
I. in respect of shares held

Members, at the close of business hours on Thursday, 14th September, 2017 after giving effect to all
valid transfers in physical form lodged on or before record date i.e. Thursday, 14th September, 2017
with the Company and / or its Registrar and Share Transfer Agents; and
II. in respect of Shares held in electronic form, to all beneficial owners as per details furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for this
purpose, as on record date i.e. Thursday, 14th September, 2017.
Members who are holding Shares in electronic form may note that bank particulars registered with their
respective Depository Participants will be used by the Company for electronic credit / dispatch of dividend.
The Company or its Registrar and Share Transfer Agents (RTA) cannot act on any request received directly
from the Members holding Shares in electronic form for any change of bank particulars or bank mandates.
Such changes are to be advised by the Members concerned to their respective Depository Participants. Any
such changes effecte
records.
10. Go Green Initiative: Members holding Shares in physical form are requested to register their email IDs with
Bigshare Services Private Limited and Members
holding Shares in electronic / demat mode are requested to register their email IDs with their respective
Depository Participants (DPs). Members whose email IDs have undergone any change or whose IDs require
any correction, may kindly update the same with the RTA or the DPs, as stated above. Members are
requested to carry their copies of the Annual Report along with attendance slip to the Meeting.
11. Mandatory PAN Submission: The Securities and Exchange Board of India (SEBI) has mandated the
submission of Permanent Account Number (PAN) by every participant in securities market. Members holding
Shares in electronic form are, therefore, requested to submit the PAN details to their Depository Participants
with whom they are maintaining their demat accounts. Members holding Shares in physical form can submit
their PAN detai Bigshare Services Private Limited.
12. Inspection by Members: All Statutory Registers and relevant documents referred to in the Notice and the
Explanatory Statement shall be available for inspection by the Members at the Registered Office of the
Company on all working days, except Saturdays, Sundays and public holidays, during 11.00 am to 2.00 pm
up to the date of the Annual General Meeting.

The Register of Directors and Key Managerial Personnel (KMPs) and their shareholding maintained under
Section 170 of Companies Act, 2013 and the Register of Contracts or arrangements in which Directors are
interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the
Members at the Annual General Meeting.
Members desirous of obtaining any relevant information with regard to the accounts of the Company at the
Meeting are requested to send their requests to the Company at least 7 (seven) days before the date of the
Meeting, so as to enable the Company to keep the information ready.
13. Subsidiary Accounts: In accordance with the provisions of Section 136 of the Companies Act, 2013, the
Company will provide a copy of separate audited financial statements in respect of each of its subsidiary, to
any member of the Company on making requisition to the Company Secretary or email at
compliance@panachedigilife.com
A Statement containing the salient features of the financial statement of subsidiaries forms part of the Annual
Report of the Company. The audited financial statements will also be available for inspection at the Registered
Office of the Company and the concerned subsidiary companies during 11.00 am to 2.00 pm on all working
days, except Saturdays, Sundays and public holidays, up to the date of the Annual General Meeting. Further,
the documents shall also be available on the website of the Company www.panachedigilife.com.
14. Voting through electronic means (E- Voting):
As per Notification issued by Ministry of Corporate Affairs dated 19 th March, 2015 with reference to the
Companies (Management and Administration) Rules, 2014, Companies covered under Chapter XB and XC as
per SEBI (ICDR) Regulations, 2009, will be exempted from E-Voting provisions. Our Company is covered
under Chapter XB since it is listed on SME platform of NSE EMERGE. However, Company is voluntarily
providing E-voting facilities to its Members.
I. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management
and Administration) Rules, 2014, substituted by the Companies (Management and Administration)
Amendment Rules, 2015, and Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is pleased to provide Members facility to exercise their
right to vote on resolutions proposed to be considered at the 10 th Annual General Meeting by electronic
means. The facility of casting the votes by the Members using an electronic voting system from a place
-
Limited.
II. The facility for voting through poll paper shall be made available at the AGM and Members attending the
meeting who have not casted their vote by remote e-voting shall be able to exercise their right at the
meeting through poll paper.
The Members who have casted their vote by remote e-voting prior to the AGM may attend the AGM but
shall not be entitled to cast their vote again.
The instructions for Members voting electronically are as under:
a. The voting period begins on 18th September, 2017 at 9.00 am and ends on 20th September,
2017 at 5.00 pm. During this period Members of the Company, holding shares either in physical
form or in dematerialized form, as on the cut-off date of 14th September, 2017, may cast their
vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
b. Log on to the e-voting website www.evotingindia.com
c. Click on Shareholders

d. Now Enter your User ID
i. For CDSL: 16 digits beneficiary ID,

ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
iii. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
e. Next enter the Image Verification as displayed and Click on Login.
f. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted
on an earlier voting of any company, then your existing password is to be used.
g. If you are a first-time user follow the steps given below;

For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both
demat Members as well as physical Members)
• Members who have not updated their PAN with the Company/Depository Participant are
requested to use the first two letters of their name and the 8 digits of the sequence number
(refer serial no. printed on the name and address sticker/Postal Ballot Form/mail) in the PAN
field.
•
the number after the first two characters of the name in CAPITAL letters. E.g. If your name is
Ramesh Kumar with serial number 1 then enter RA00000001 in the PAN field.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat
Bank Details account or in the company records in order to login.
OR • If both the details are not recorded with the depository or company please enter the member id /
Date of Birth folio number in the Dividend Bank details field as mentioned in instruction (d).
(DOB)
h.
i. Members holding shares in physical form will then reach directly the Company selection screen.
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions
of any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
j. For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
k. Click on the EVSN for the relevant Panache Digilife Limited on which you choose to vote.
l.
that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
m.

n. After selecting the resolution, you have decided to vote on, click on
o. y your vote.
p.
on the Voting page.
q. If Demat account holder has forgotten the changed password then Enter the User ID and the
image verification code and click on Forgot Password & enter the details as prompted by the
system.
r. Members -Voting available for android based

mobiles. The m-Voting app can be downloaded from Google Play Store, Apple and Windows
phone. Please follow the instructions as prompted by the mobile app while voting on your mobile.
s. Note for Non Individual Members and Custodians
• Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian are
required to log on to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should
be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin
login and password. The Compliance User would be able to link the account(s) for which
they wish to vote on.
• The list of accounts linked in the login should be mailed to
helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to
cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system
for the scrutinizer to verify the same.
t. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked
-voting manual available at www.evotingindia.com, under help section
or write an email to helpdesk.evoting@cdslindia.com.
15. Any person, who acquires shares of the Company and become Member of the Company after dispatch of the
Notice and holding shares as on cut-off date i.e. Thursday 14th September, 2017, may obtain login ID and
password by writing to Registrar & Share Transfer Agent of the Company, Bigshare Services Private Limited,
or send an e-mail at investor@bigshareonline.com or helpdesk.evoting@cdslindia.com.
16. The Members may also contact in case of any grievance connected with e-voting to:
Compliance Officer: Jinkle Khimsaria

Address: Unit No. 201/B1, Raheja Plaza 1, LBS Marg, Ghatkopar West, Mumbai 400 086
Email id: compliance@panachedigilife.com
Contact: 022 2500 7002 / 7502
17. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the
Company as on the cut-off date i.e. Thursday 14th September, 2017.
18. Any person who is not a Member as on the cut-off date i.e. 14th September, 2017, should treat this Notice for
information purposes only.

19. The Company has appointed Mr. Dharmesh Zaveri, Practising Company Secretary, as the Scrutinizer who will
conduct the remote e-voting process in a fair and transparent manner.
20. The Scrutinizer shall, immediately after the conclusion of voting at the general meeting, first count the votes
casted at the meeting, thereafter unblock the votes casted through remote e-voting in the presence of at least
casted in favour or against, if any, forthwith, to the Chairman or a person authorized by him in writing who shall
countersign the same and declare the results of the voting forthwith
21. As per the provisions of Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the results of the e-voting are to be submitted to the Stock Exchange(s) within 48 hours of
22. The resolutions shall be deemed to be passed on the date of the Meeting, i.e. 21 st September, 2017 subject
to receipt of the requisite number of votes in favour of the resolutions.
23. The Route Map of venue of the Annual General Meeting is given at the end of this AGM Notice.
24. Brief resume of the Directors including those proposed to be appointed / re-appointed, their functional
expertise and qualification, names of the Companies in which they hold directorships etc. as stipulated under
Companies Act, 2013 and Regulation 36(3) of SEBI (LODR) Regulations, 2015, are provided below as
Annexure A and forming part of the Notice.

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of resolution at item
No. 5 to 9
Item No. 5, 6 and 7:
Mr. Rohit Mathur, holding DIN 06583736; Mrs. Meeta K. Mehta, holding DIN 07515717; and Mr. Bhavin Vinod
Adani, holding DIN 02919483, were appointed as Additional Directors of your Company with effect from 17 th
February, 2017. pursuant to Section 161 of the Companies Act, 2013, they hold office up to the date of the Annual
General Meeting.
In terms of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Rohit Mathur, Mrs. Meeta
K. Mehta and Mr. Bhavin Vinod Adani, being eligible and offering themselves for appointment are proposed to be
appointed as an Independent Directors for a period of one year as mentioned in the Resolution. Notice has been
received from members proposing them for the candidature of Independent Directors.
In the opinion of the Board, Mr. Rohit Mathur, Mrs. Meeta K. Mehta and Mr. Bhavin Vinod Adani, fulfils the
conditions specified in the Companies Act, 2013 and rules made thereunder for their appointments as Independent
Directors of the Company and are independent of the management.
Copy of the letter of appointment of Independent Director setting out the terms and conditions would be available
for inspection without any fee by the members at the Registered Office of the Company during 11.00 am to 2.00
pm on any working day except Saturdays, Sundays and Public holidays, and Terms & Conditions for appointment
of Independent Directors is available at the website of the Company at www.panachedigilife.com.
The Board considers that their continued association would be of immense benefit to the Company and it is
desirable to continue to avail their services as Independent Directors. Accordingly, the Board recommends the
resolution no. 5, 6 and 7 in relation to appointment of Independent Directors, for the approval by the members of
the Company as ordinary resolution.
Except Mr. Rohit Mathur, being the appointee, none of the Directors and Key Managerial Personnel of the
Company and their relatives are concerned or interested, financial or otherwise, in the resolution at point 5.
Except Mrs. Meeta K. Mehta, being the appointee, none of the Directors and Key Managerial Personnel of the
Except Mr. Bhavin Vinod Adani, being the appointee, none of the Directors and Key Managerial Personnel of the
Information about directors seeking appointment / reappointment in this Annual General Meeting in compliance
with Regulation 26(4) & 36 (3) of SEBI (LODR) Regulations, 2015 and 1.2.5 of the Secretarial Standard on General
Meetings (SS- 2) is provided as Annexure A to this notice.
Item No. 8:
Mr. Devchand Lalji Rambhia is associated with the Company as Director since its inception. Members of the
Company at an Extra-Ordinary General Meeting held on 17th February, 2017 approved appointment of Mr.
Devchand Lalji Rambhia as Whole-Time Director of the Company for a period of three years effective from 17th
February, 2017 till 16th February, 2020 through a Special Resolution under the relevant provisions of the Companies
Act, 2013. Mr. Devchand Lalji Rambhia, shall attain 70 years of age on 16th January, 2018.
Mr. Devchand Lalji Rambhia has rich experience of around 47 years and has extensive knowledge in Management
and Projects Execution w.r.t. IT products development and manufacturing setups. Thus pursuant to proviso to
Section 196 (3) (a) of the Companies Act, 2013 the Company seeks consent of the Members by way of special
resolution for continuation of his holding of existing office after the age of 70 years during the currency of his term of

appointment under the said provisions of Act. The Board therefore recommends the special resolution for your
approval.
Except Mr. Devchand Lalji Rambhia (the appointee), Mr. Amit Rambhia, Mr. Nikit Rambhia, (being relatives of the
appointee) and their relatives, none of the other Directors or key managerial personnel of the Company or their
relatives are concerned or interested, financially or otherwise in Resolution No. 8.
Item No. 9:
Your Directors propose to alter the Articles of Association (AOA) of your Company to enable the Members of the
Company including Promoters & Promoters Group, who hold the equity shares in the Company to waive/forgo
his/their right to receive the dividend, interim or final, by him/them for any financial year which may be declared or
recommended respectively by the Board of Directors of the Company or Members of the Company.
In this regard, the Board of Directors shall be authorised to formulate necessary rules and amend the same from
time-to-time.
Now, approval of the members is required by way of Special Resolution for Alteration of Associations of the
Company.
None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or
interested, financial or otherwise, in the resolution at point 9, except to the extent of their shareholding in the
Company, if any.

_____________________
Amit Rambhia

Annexure A
Information about directors seeking appointment / reappointment in this AGM in compliance with Regulation 26(4) & 36 (3) of SEBI (LODR) Regulations, 2015 and 1.2.5 of the
Secretarial Standard on General Meetings (SS- 2) -
Name of the Mr. Amit Devchand Rambhia Mr. Devchand Lalji Rambhia Mr. Rohit Mathur Mrs. Meeta K. Mehta Mr. Bhavin Vinod Adani
Director
Mr. Devchand Lalji Rambhia Mr. Lalji Kanji Rambhia Mr. Chandra Kishore Mathur Mr. Upendra Gulabrai Modi Mr. Vinod Bachulal Shah
DIN 00165919 00165851 06583736 07515717 02919483
Date of Birth 23/09/1974 16/01/1948 27/10/1979 06/09/1975 23/08/1980
Age 43 69 38 42 37
Educational Mechanical Engineer from B.Tech. (Mechanical Bachelors in Commerce and B.Com; MBA in Strategic
Qualification Computer Science from Board of Technical Engineering) from IIT Kanpur; Chartered Accountant (ICAI) Carbon Management from
Mumbai University; MBA from Examination of Maharashtra MBA (Finance and Marketing) University of East Anglia-
IIM Indore (1970) from ISB Hyderabad United Kingdom; Diploma in
Management Consultancy
from University of East Anglia-
United Kingdom.
Experience / Amit Rambhia always had a Devchand Rambhia has Rohit Mathur has over 14 Meeta K. Mehta is practising Bhavin Adani was Managing
Expertise passion for technology. He worked in management cadre years of experience across Chartered Accountant and has a partner at Jyoti Impex, India
(Brief Profile) ventured into IT hardware of Multinational companies like technology development, and vast experience in serving Small (Rubber & Chemical Trading
business in 1993, Starting with Hindustan Unilever Limited investment banking for to Medium Sized enterprises, organisation) upto 2007.
computer assembly business and National Rayon healthcare, pharmaceutical High Net Worth Individuals He was Carbon & Energy
and soon it moved into white Corporation Limited. He has and life sciences sectors (including NRIs) & large co- consultant at Easton Farm
box manufacturing of also worked as project He is an entrepreneur in the operative societies, services College, Norfolk (Commercial
innovative computing consultant in India, area of big data analytics, has across Audits statutory and Farm & College); East of
systems. He was the 1st to Bangladesh and Sri Lank for vast experience in building Internal, Income Tax matters, & England Energy Group, Great
bring Small Form Factor Unilever Projects. He has business models around RBI matters. She is an Yarmouth (Not for profit
computers into India. Under technology platforms and empanelled auditor under the regional energy industry
his robust leadership, the analytic use cases, Maharashtra State Cooperative association) and Carbon
Company has been development and setting of responsible for developing Societies Act, 1960 & is the Connections, Norwich (Carbon
recognized by several awards manufacturing facility. technology/ knowledge tie- Statutory Auditor of some of the Consultants) till 2009
like SME National Award for He has undertaken IT ups, thought leadership land mark Societies of Mumbai. Currently he is associated as
Excellence in IT, best system products development and across sectors. She has served Vice Presidents, Director with Jyoti Green Trade
builder, Intel embedded hero execution of manufacturing Previously worked with Ernst CxOs and Directors of several Private Limited.
award and accolades for the setups incorporating GMP. & Young and Centrum Capital large Korean, European and
kind of innovations they have in the investment banking American MNCs in taxation
made in PC segment. team. matters.

Nature of his Management & overall Management and Projects Technical & Finance Finance Management & Technical
expertise in business execution Execution
specific
functional area
Terms and Chairman & Managing Director Whole-Time Director Independent Director Independent Director Independent Director
conditions of
appointment or
re-appointment
Last drawn Rs. 18,00,000/- p.a Rs. 9,00,000/- p.a N.A. N.A. N.A.
remuneration
Date of 1st 30/03/2007 (Since Inception) 30/03/2007 (Since Inception) 17/02/2017 17/02/2017 17/02/2017
Appointment on
the Board
No. of Board Twelve Thirteen One One NIL
Meetings
attended during
the year 2016-
17
No. of share 14,00,000 13,99,580 NIL NIL NIL
held as on date
Relationship Devchand Lalji Rambhia Amit Devchand Rambhia None None None
with other (Father) (Son)
directors,
manager & KMP Nikit Devchand Rambhia Nikit Devchand Rambhia
(Brother) (Son)
Directorships in Panache Innovations Limited NIL Panache Innovations Limited Panache Innovations Limited NIL
listed entities (Chairman & Managing (Independent Director) (Independent Director)
Director)
Committee Panache Innovations Limited NIL Panache Innovations Limited Panache Innovations Limited NIL
Memberships in Member: Chairman: Chairperson:
other listed 1. Audit Committee. 1. Nomination and Audit Committee.
entities 2. Stakeholders Relationship Remuneration Committee. Member:
Committee. 2. Stakeholders Relationship 1. Nomination and
Committee. Remuneration Committee.
Member: 2. Stakeholders Relationship
Audit Committee. Committee.

DIGILIFE LIMITED
CIN: L72200MH2007PLC169415
Form MGT-11 - Proxy Form
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and
Administration) Rules, 2014]
Name of the E-mail Id

member(s)
Registered Folio No./*Client ID
Address
*DP ID
I / We, being the holder/s of __________________________ equity shares of Panache Digilife Limited, hereby
appoint:
Name
Address
Email id Signature
or failing him;
Name
Address
Email id Signature
or failing him;
Name
Address
Email id Signature
and whose signature(s) is appended below as my/our proxy to attend and vote (on a poll) for me/us and on my/our
behalf at the 10th Annual General Meeting of the Company, to be held on the Thursday, 21st September, 2017 at
02:00 P.M. at Unit No. 201/B1, Raheja Plaza-1, L.B.S. Marg, Ghatkopar West, Mumbai 400086, Maharashtra,
India and at any adjournment thereof in respect of such resolutions as are indicated below:

**I wish my above Proxy to vote in the manner as indicated in the box below:
Resolu Particulars For Against
-tion
No.
1 Consider and adopt:
a) the audited Standalone Financial Statement of the Company for the year ended
March 31, 2017, and the report of the Board of Directors and Auditors thereon.
b) the audited Consolidated Financial Statement of the Company for the financial
year ended March 31, 2017, and the report of the Auditors thereon.
2 Declare dividend on Equity Shares at ₹ 1/- per share of Face Value of ₹ 10/- for the
financial year ended 31st March 2017.
3 Appoint a Director in place of Mr. Amit Rambhia, Managing Director, who retires by
rotation and being eligible, offers himself for re-appointment.
4 Appointment of M/s. KPB & Associates, Chartered Accountants, as Statutory
Auditor of the Company.
5 Appointment of Mr. Rohit Mathur, as an Independent Director of the Company.
6 Appointment of Mrs. Meeta K. Mehta, as an Independent Director of the Company.
7 Appointment of Mr. Bhavin Vinod Adani, as an Independent Director of the
Company.
8 Approval for continuation of office by Mr. Devchand Lalji Rambhia as Whole-Time
Director of the Company after attaining the age of 70 years during his term of
appointment.
9 Alteration of Articles of the Company
*Applicable for investors holding shares in electronic form.

**This is Optional
Signed this__________ day of____________________, 2017
Please Affix
Revenue
________________________ ______________________________ Stamp
Signature of Member Signature of Proxy Holder
Notes:
i. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office
of the Company, not less than 48 hours before the commencement of the Meeting.
ii. *
resolutions, your Proxy will be entitled to vote in the manner as he/she may deem appropriate.

DIGILIFE LIMITED
CIN: L72200MH2007PLC169415
Attendance Slip
PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL
Joint Shareholders may obtain additional Slip at the venue of the meeting
Name of the Member:
Address of the Member:
DP Id* Folio No.

Client Id* No. of shares
I hereby record my presence at the 10th ANNUAL GENERAL MEETING of the Company held on Thursday, 21st
September, 2017 at 02:00 P.M. at Unit No. 201/B1, Raheja Plaza-1, L.B.S. Marg, Ghatkopar West, Mumbai
400086.
_____________________________________________
Signature of member/Proxy holder(s)

*Applicable for investors holding shares in electronic form.
Route Map for the Venue of Annual General Meeting
Venue of AGM: Unit No. 201/B1, Raheja Plaza-1, LBS Marg, Ghatkopar West, Mumbai 400 086
Date of AGM: 21st September, 2017 (Thursday)
Time of AGM: 2.00 pm

NOTES

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MANAGEMENT DISCUSSION AND ANALYSIS

➢ Cautionary and Forward-looking Statement

➢ Industry structure and developments

Annual Report 2016-17 | 16

➢ Discussion on financial performance with respect to operational performance

Annual Report 2016-17 | 17

Particulars Standalone Consolidated

• Resources and Liquidity

o Emerging verticals (retail, healthcare, utilities) are driving growth.

• Incentives & concessions under schemes

• Rise in Organized Retail

Annual Report 2016-17 | 18

• Competition from local and multinational players

➢ Risks and concerns

The Company faces the following Risks and Concerns:

Annual Report 2016-17 | 19

• Technology Related Risks

➢ Internal control systems and their adequacy

➢ Disclosure of Accounting Treatment

costing purpose the consistent practice is followed over years.

Annual Report 2016-17 | 20

Annual Report 2016-17 | 21

SHIFTING OF REGISTERED OFFICE

During the Year under review, the

Issue of Equity Shares with differential rights:

Annual Report 2016-17 | 22

Employee Stock Option:

During the year under review, the name of

SUBSIDIARY COMPANY AND CONSOLIDATION OF FINANCIAL STATEMENT

The Policy for determining material subsidiaries as approved

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Annual Report 2016-17 | 23

Annual Report 2016-17 | 24

CORPORATE SOCIAL RESPONSIBILITY (CSR)

PREVENTION OF INSIDER TRADING:

Prohibition of Insider fair disclosure of

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

Changes in Directors & KMP

Annual Report 2016-17 | 25

Director Retiring by Rotation

Declaration by Independent Directors:

Number of Board Meetings and attendance thereat by Board:

Attendance of Board at General Meetings:

Annual Report 2016-17 | 26

Committees of the Board:

Currently, the Board of Directors has the following committees, viz.

The Committee comprises of the following 3 (Three) Directors;

Sr. Name of the Committee Member Position in the Committee

Annual Report 2016-17 | 27

The Committee comprises of the following 3 (Three) Directors;

Sr. Name of the Committee Position in the

The Committee comprises of the following 3 (Three) Directors;

Sr. Name of the Committee Position in the

The Company Secretary and Compliance

was formed on 17th February, 2017.

BOARD EVALUATION AND REMUNERATION POLICY

Annual Report 2016-17 | 28

Annual Report 2016-17 | 29

Public Deposit Disclosure

Extract of Annual Return

Annual Report 2016-17 | 30

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Initial Public Offering & Listing of Equity Shares