As on: May 05, 2024 01:46 AM
Your Directors have the pleasure in presenting the 38th Annual Report of your Company, together with the business operations for the year ended 31st March, 2023.
1. FINANCIAL RESULTS
Your Company's performance during the year as compared with that during the previous year is summarized below:
(Figures in Rs. lakhs)
Particulars
2. INDIAN ACCOUNTING STANDARDS
The financial statements for the financial year 2022-23 have been prepared in accordance with the applicable Indian Accounting Standards (INDAS) and the corresponding figures for the previous year have been restated as per IND-AS for the purpose of comparison.
3. PERFORMANCE DURING THE YEAR
Sales and other income of the Company for the year is Rs. 2691.98 lakhs as compared to Rs. 2474.52 lakhs in the previous year, showing an increase of 9%. The Company has incurred a profit after tax amounting to Rs. 21.18 lakhs in comparison to Rs. 19.57 lakhs last year.
4. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financial year 2022-23.
5. DIVIDEND
The Board of Directors has decided to conserve the profit and has decided not to propose any dividend on Equity shares this financial year.
6. SHARE CAPITAL
The paid-up Equity Share Capital as on March 31, 2023, stood at Rs.485.50 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2023, none of the Directors of the Company hold instruments convertible into equity shares of the Company.
7. DEPOSITS
The Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2023.
8. RESERVES
The Directors do not propose to transfer any amount to the General Reserve.
9. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.
10. ANNUAL RETURN
In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT7 for the financial year ended 31st March 2023 is placed on the website of the Company and can be accessed at https://www.parammount.com/.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board and Key Managerial Personnel is as follows on 31.03.2023:
SI. No.
Name
2.
Ms. Aartii Topiwala
4.
Mr. Vishwaskumar Sharma*
*appointed w.e.f 14th November, 2022
Changes in the Board Composition and Key Managerial Persons During the year 2022-23:
Mr. Hiitesh Topiiwaalla, who was appointed as Managing Director, promoter Director of the Company is liable to retire by rotation in the ensuing AGM and is eligible for re-appointment and has tendered his willingness to be re-appointed.
During the FY 2022-23 Mr. Shishir B. Desai, Independent Director of the company Resigned w.e.f 04th November, 2022 and the company appointed Mr. Vishwaskumar Sharma as Independent Director of the company w.e.f 14th November, 2022.
There were no changes in the Key Managerial Personnel during the year 2022-23. However, after the closure of FY 2022-23, Mrs. Hena Shah Company Secretary of the Company resigned w.e.f April 19, 2023. The Company appointed Ms. Reshma Manjunath as Company Secretary of the company w.e.f May 30 2023.
12. BOARD MEETINGS
The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary.
The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.
The Board of Directors duly met Six (6) times during the financial year on 27-05-2022, 10-08-2022, 24-08-2022, 14-11-2022, 23-12-2022 and 13-02-2023.
13. BOARD COMMITTEES
Currently, the Board has three (3) Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. A detailed note on the composition of Committees and other related particulars are provided in the Report on Corporate Governance forming part of this Report.
As on 31st March 2023, the Committees were comprised as follows:
AUDIT COMMITTEE: a) Vishwajeet N Mehta - Chairman b) Vishwaskumar Sharma - Member c) Hiitesh Topiiwaalla - Member
NOMINATION AND REMUNERATION COMMITTEE: a) Vishwajeet N Mehta - Chairman b) Vishwaskumar Sharma - Member c) Aartii Topiwaala - Member
STAKEHOLDERS' RELATIONSHIP COMMITTEE: a) Aartii Topiwaala - Chairperson b) Vishwaskumar Sharma - Member c) Hiitesh Topiiwaalla - Member
14. INDEPENDENT DIRECTORS
As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Mr. Vishwajeet N Mehta and Mr. Vishwaskumar Sharma have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from both of them for the year 2022-23 contain affirmations regarding registrations in the data bank.
The Board has its opinion with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year as per provisions of Companies (Account) Rules, 2014.
Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2018 (“the Listing Regulations”) have changed the evaluation criteria of Independent Directors from April 1, 2019. As per the amendment, evaluation of Independent Directors by the entire Board shall include:
a) Performance of Directors and
b) Fulfilment of independence criteria as specified in the Listing Regulations, and their independence from the management.
The Board has evaluated the Independent Directors and confirms that Mr. Vishwajeet Mehta and Mr. Vishwaskumar Sharma fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The same forms part of this report as Annexure I.
Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://www.parammount.com/policies
15. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they have 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 profits of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
16.NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed on the website of the Company at https://www.parammount.com/policies.
The Composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.
17.RISK MANAGEMENT POLICY
The Company has not yet formulated a Risk Management Policy and has in place a mechanism to inform the Board/Audit Committee Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework.
18. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has established an effective Vigil Mechanism pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations which is available on website of the Company at https://www.parammount.com/policies and there were no cases reported during the period under review.
19. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED BY THE COMPANY
The Company has not given any loan or guarantees or has not made any investments that are covered under the provisions of Section 186 of the Companies Act, 2013.
20. AUDITORS AND AUDITORS' REPORT
M/s. PARY & CO., Chartered Accountants, Surat (FRN: 007288C) were appointed as Statutory Auditors of the Company in the 34th Annual General Meeting (AGM), to hold office for a period of 5 consecutive years, until conclusion of 39th Annual General Meeting. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.
QUALIFICATIONS IN THE AUDIT REPORT
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
21.COST AUDITOR
The provision of the section 148 of the Companies' act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the Company.
Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,
22.INTERNAL AUDITOR
The Company has appointed Mr. M Dhanvel, who is Independent and in-house Internal Auditor of the Company.
23. SECRETARIAL STANDARD OF ICSI
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to the Meeting of Board of Directors and General Meetings respectively, have been duly complied with.
24.SECRETARIAL AUDIT REPORT
Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Barkha Deshmukh & Associates, a firm of Company Secretaries in practice (C P No. 22628) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure II form part of this Annual Report.
The Comments by the board on evert qualifications, reservations or adverse remark of Secretarial Audit Report is as follows:
1
The Company has failed to attach a financial result copy along with the outcome off board meeting required to be submitted under Regulation 30 of SEBI LODR Regulations within 30 minutes from the conclusion of the board meeting for the quarter ended on March 22, June 22, September 22 and December 22.
The Company has submitted the clarifications in this regard to BSE and that the said delay was due to the connectivity issue.
2
The Company has maintained the data in Excel format till 31/.12/2022 and therefore was tamperable in nature and hence in violation of compliance of Structured Digital Database (SDD) in terms of Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company has ensured the data is not accessible by any unauthorized person till date as we strictly implemented the password of excel file. Further, the Company has installed SDD software s=which is non- tamperable and compliances are taken care accordingly
Annual Secretarial Compliance Report
Pursuant to SEBI circular no. CIR/CFD/CMO1/27/2019 dated 08 February 2019, the Company has also undertaken an audit for all applicable compliances as per the Listing Regulations and circular guidelines issued thereunder. The Annual Secretarial Compliance Report for FY 2023 has also been submitted to the Stock Exchanges within the stipulated timeline. The same is available on the Company website on the given link https://www.parammount.com/secretarial-compliance-report.
25.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A)Conservation of energy:
Steps taken / impact on conservation of energy,
(i) Steps taken by the company for utilizing alternate sources of energy including waste generated
(ii) Capital investment on energy conservation equipment
Total energy consumption and energy consumption per unit of production as per Form A
(B)Technology absorption:
Efforts in brief, made towards technology absorption, adaptation and innovation
Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following information may be furnished:
If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action
(C) Research and Development (R&D)
Specific areas in which R & D carried out by the company
Benefits derived as a result of the above R & D
(d) Total R & D expenditure as a percentage of total turnover
(D)Foreign exchange earnings and Outgo
Development of new export markets for products and services
26.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are c o mprehensively and frequently monitored by your Company's management at all levels of the organization. The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.
The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
27.MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNAL IMPACTING
GOING CONCERN STATUS OF COMPANY
No order was passed by any court or tribunal during the period under review which impacts going concern status of the Company.
28.ANNUAL BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
29.DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV
The Company does not have any holding company/ subsidiaries or joint ventures. Hence, the necessity to provide such details is not required.
30.RELATED PARTY TRANSACTIONS (RPTs)
All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.
The members of the Company may recall that the prior approval for all the material related party transactions upto 2026-27are obtained in the 37th Annual General Meeting (AGM) pursuant to the provisions of Section 188 and all other applicable provisions of the Companies Act 2013. Since, the Company is eligible to exemption from complying with Regulation 23 of SEBI (LODR), 2015, it is not required for the Company to propose the related party transaction for the current financial year 2023-24 again to the shareholder for their approval in this AGM.
The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Web link for the same is https://www.parammount.com/policies. Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC- 2 annexed to this Report as Annexure - III.
31.CORPORATE SOCIAL RESPONSIBILITY
Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, the same is not applicable.
32. RATIO OF REMUNERATION TO EACH DIRECTOR:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1)(2)(3) of the Companies (Appointment and Remuneration) Rules, 2014, details/ disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed to this report as Annexure-IV.
33.LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fees for the Financial Year 2023-24 to BSE Limited where the Company's Shares are listed.
34.CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION
A separate Report on Corporate Governance in terms of Regulation 34 of the Listing Regulations along with a Certificate from a Practising Company Secretary regarding compliance to the conditions stipulated under Chapter IV of the Listing Regulations is attached to this report as Annexure V.
Pursuant to the provisions of Regulation 15(2) of SEBI (LODR) Regulations, 2015, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V shall not apply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last date of previous financial year.
Based on the above mentioned provisions, the Company falls below the specified limits and hence, the requirement of reporting on the compliance Corporate Governance for the financial year 2023-24 shall not be applicable.
35. CAPITAL EXPENDITURE:
As on 31st March, 2023, the gross tangible and intangible assets stood at Rs. 24,92,11,683/- and the net tangible and intangible assets stood at Rs. 15,72,77,531/-respectively. Additions during the financial year amounted to Rs. 10,68,187/-. The Company has not purchased any assets under lease.
36.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2022-23:
No. of complaints received: NIL No. of complaints disposed off: NIL
37.MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review, as stipulated under The SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, is presented in a separate section forming part of the Annual Report.
38.DISCLOSURE REQUIREMENTS
As per the Listing Regulations, the Management Discussion and Analysis forms part of this report. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India form time to time and that such systems are adequate and operating effectively.
39.MEETING OF INDEPENDENT DIRECTORS
The Independent Directors of the Company had met on 16th March 2023 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.
40.RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF
COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:
No Director has received any commission from your Company.
41.DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:
There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.
There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.
42.INVESTORS' EDUCATION AND PROTECTION FUND
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.
In accordance with the following Schedule, the Dividends for the years mentioned as below, if unclaimed for a period of Seven years, will be transferred to IEPF:
Dividend Year
The shareholders may write to M/s. BgSE Financials Limited before the due dates to claim their unclaimed Dividend. Once the unclaimed Dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.
43.REPORTING OF FRAUD
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.
44. REVISION OF FINANCIAL STATEMENT OR THE REPORT
As per the Secretarial Standards-4 in case the company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.
In your Company there is no revision of Financial Statement in any of the three preceding financial years under consideration.
45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
There is no such process initiated during the year, therefore said clause is not applicable to the Company.
46.FAILURE TO IMPLEMENT ANY CORPORATE ACTION
There were no such events that took place during the year under consideration.
47. CREDIT RATING OF SECURITIES
Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.
48. ACKNOWLEDGEMENTS
Your Directors wish to take this opportunity to express their appreciation and gratitude for the continued support extended by its Customers, Investors, Partners, Vendors, Financial Institutions, Bankers, Suppliers and various Government and Statutory Authorities for the Company's growth.
Your Directors also express sincere appreciation for the commitment and dedicated services rendered by each employee of the Company at all levels.
For and on behalf of the Board of Directors Paramount Cosmetics (India) Limited
Place: Bangalore Date: 04.09.2023