Pan India Corporation Limited is a New Delhi-based investment and holding entity. Operating within a **single business segment**, the company has transitioned into a lean, asset-light vehicle focused on capital mobilization and corporate investments. The company is currently undergoing a strategic shift to significantly expand its financial leverage to fund long-term growth objectives. --- ### **Core Operational Model and Asset Structure** The company operates with a specialized focus on investment activities, eschewing traditional industrial operations. Its operational profile is defined by the following characteristics: * **Zero Manufacturing Footprint:** The company has **no plant locations** and does not engage in any manufacturing processes. Consequently, it maintains **zero inventory**. * **Asset Composition:** The company’s balance sheet includes **Property, Plant, and Equipment (PPE)**, for which detailed quantitative records are maintained. However, the company holds **no intangible assets**. * **Risk Neutrality:** Management reports **no exposure** to commodity price risk or foreign exchange risk. As a result, the company does not engage in any hedging activities. * **Financial Leanliness:** The company has not been sanctioned working capital limits exceeding **Rs 5 crore**, and there are **no outstanding GDRs, ADRs, warrants, or convertible instruments** currently in issue. --- ### **Strategic Capital Expansion (2025–2030)** The company has initiated a major five-year capital strategy to scale its financial capacity. The Board of Directors has sought shareholder approval to significantly increase borrowing powers under **Section 180 (1) (c)** of the Companies Act, 2013. **Proposed Borrowing Framework:** | Metric | Details | | :--- | :--- | | **New Borrowing Limit** | Up to **Rs. 100 Crore** | | **Implementation Horizon** | **Next Five Years (through 2030)** | | **Authorized Instruments** | **Loans, Financial Facilities, Debentures, Commercial Paper** | | **Lending Partners** | **Banks, Financial Institutions, and Development Financial Institutions** | This expansion allows the company to borrow funds in excess of the aggregate of its **Paid-up Share Capital** and **Free Reserves**, providing the necessary liquidity to pursue new business opportunities and create security/collateral against future debt. --- ### **Corporate Governance and Leadership Continuity** Pan India Corporation is governed by a **4-member Board of Directors** supported by three mandatory committees: Audit, Nomination & Remuneration, and Stakeholder's Relationship. **Board Composition:** * **1 Executive Director** * **1 Non-Executive Non-Independent Director** * **2 Non-Executive Independent Directors** **Executive Leadership & Compensation:** To ensure management stability during its capital expansion phase, the company has secured the leadership of **Mr. Vijay Pal Shukla (Managing Director)** for a five-year term effective from **May 7, 2023, to May 6, 2028**. His remuneration structure is designed with a progressive scale: | Period | Maximum Remuneration Payable | | :--- | :--- | | **Current Base** | Up to **Rs. 1,00,000 per month** | | **October 2025 – March 2026** | Up to **Rs. 1,35,000 per month** | | **FY 2026-27** | Up to **Rs. 1,50,000 per month** | | **FY 2027-28** | Up to **Rs. 1,70,000 per month** | --- ### **Equity Structure and Shareholding** The company’s equity consists of a single class of shares with a **par value of Rs. 10/-**. Due to an **absence of profits** in recent financial years, no dividends have been recommended. **Promoter Holdings:** **Vizwise Commerce Private Limited** remains the dominant promoter and anchor shareholder. | Shareholder | As at 31.03.2025 (%) | As at 31.03.2024 (%) | | :--- | :--- | :--- | | **Vizwise Commerce Private Limited** | **45.51%** | **45.51%** | **Market Infrastructure:** * **ISIN:** **INE376A01032** * **Dematerialization:** Over **10.82 crore shares** are held in dematerialized form via **NSDL** and **CDSL**. * **Registrar:** Effective May 2024, the company transitioned its Registrar & Share Transfer Agent to **M/s. Nivis Corpserve LLP, Delhi** to enhance operational efficiency. --- ### **Subsidiary and Associate Rationalization** The company has simplified its corporate structure by divesting its interests in associate entities: * **M/s. Mitika Traders Private Limited:** Ceased to be an Associate during **FY 2024-25**. * **M/s. Ujjwal Infrastructure Private Limited:** Ceased to be an Associate as of **March 31, 2023**. * **Joint Ventures:** The company currently maintains **no joint ventures**. --- ### **Internal Controls and Audit Opinion** The independent auditors, **R C Chadda & Co. LLP**, have issued an **unqualified opinion** regarding the company’s internal financial controls. The audit confirms that the company maintains an **adequate internal financial control system** over financial reporting, which was operating effectively as of the latest reporting period. This framework covers all essential components of control across the company and its remaining associate interests. --- ### **Risk Factors and Contingent Liabilities** Investors should note several legacy legal and statutory challenges that remain unresolved. **1. Statutory Litigation:** * **ROC Fee Prosecution:** The **Registrar of Companies (ROC)** has initiated prosecution for non-compliance with **Section 97 of the Companies Act, 1956**, regarding unpaid fees for a historical increase in authorized capital. The matter is **sub-judice**, and the final liability is currently unascertained. **2. Outstanding Tax Demands:** The company is contesting several income tax demands dating back to the 1990s through appeals and rectification applications. | Assessment Year | Outstanding Demand Amount (INR) | | :--- | :--- | | **1993-94** | **1,47,833** | | **1995-96** | **3,40,266** | | **1996-97** | **4,65,963** | | **1998-99** | **2,06,438** | | **2008-09** | **2,959** | | **Total Outstanding** | **11,63,459** | **3. Macro and Operational Risks:** * **Liquidity:** While management asserts there is no **material uncertainty** regarding meeting liabilities within the next **12 months**, auditors note this is not a guarantee of long-term viability. * **External Sensitivities:** The company remains sensitive to the **global political and economic environment**, changes in **tax laws**, and **rapid technological innovation**. * **Operational Costs:** Performance is influenced by volatility in **input costs** and potential **labor or litigation** risks that could impact stability.