Your Directors have pleasure in presenting the 32nd Annual Report of yourCompany together with the business operations for the year ended 31st March2017.
Your Company's performance during the year as compared with that during the previousyear is summarized below:
(Figures in Rs. lakh)
|Particulars ||Year ended 31.03.2017 ||Year ended 31.03.2016 |
|Sales and other Income ||3491.43 ||4934.07 |
|Profit before Depreciation Interest Exceptional Items ||622.44 ||699.36 |
|Extraordinary Items and Tax || || |
|Depreciation ||214.31 ||252.84 |
|Interest and Finance Charges ||300.95 ||301.07 |
|Exceptional Items and Extraordinary Items ||0.55 ||1.18 |
|Profit before Tax ||106.63 ||144.25 |
|Net Profit ||64.43 ||79.74 |
|Surplus ||895.41 ||860.19 |
|Appropriations ||29.21 ||29.21 |
|Balance carried forward to the Balance Sheet ||866.16 ||830.97 |
* Previous year's figures have been regrouped / reclassified wherever necessary toconfirm to the current year presentation.
PERFORMANCE DURING THE YEAR
Sales and other Income of the Company for the year is Rs. 3491.43 lakhs as compared toRs. 4934.07 lakhs in the previous year showing a decrease of 29.24%. PBDIT has shown adecrease of 11%. Profit after tax is Rs. 64.43 lakhs which is 19.18% lower than thepreceding year which stood at Rs. 79.74 lakhs due to increase in employee benefitexpenses.
The New Plant set up by the Company is situated in Shoolagiri Hosur Tamilnadu. Thisis border areas between state of Tamilnadu and Karnataka. During the year 2016-17 therewas agitation on Kaveri Water Issue and movement of vehicles was stopped although therewas no damage to company's property yet the dispatches / Sales was adversely affected.
The Board of Directors are pleased to recommend a final dividend on Equity shares ofRs. 0.50/- per Equity share (i.e. at the rate of 5%) subject to approval by theShareholders at the Annual General Meeting.
The Final Dividend subject to the approval of Members at the Annual General Meeting on29th September 2017 will be paid to the Members whose names appear in theRegister of Members as on 22nd September 2017.
The paid up Equity Share Capital as at March 31 2017 stood at Rs.485.50 Lakhs. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock option or sweat equity. As on March 31 2017 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. AartiiTopiwaala has resigned from the Board of the Company with effect from 14thAugust 2017. As the director liable to retire by rotation has resigned; the Board willscout for a new candidate for the position of director liable to retire by rotation in duecourse of time.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act and SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the performance evaluation of IndependentDirectors was completed. The performance evaluation of Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are formingpart of the Corporate Governance Report.
Details of Key Managerial Personnel
Following are the Details of Key Managerial Personnel who were appointed or haveresigned during the Financial Year 2016-17:
|Name of KMPs ||Designation ||Date of Appointment ||Date of Cessation |
|Dhruti Janak Jariwala ||Company Secretary ||12th August 2016 ||31st January 2017 |
The details of following committees of the Board are provided in the CorporateGovernance Report. a) Audit Committee b) Nomination and Remuneration Committee c) ShareTransfer Committee d) Stakeholders Relationship Committee e) Risk Management Committee
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that: a) in the preparation of the annual accounts theapplicable accounting standards have been followed alongwith proper explanation relatingto material departures if any; b) they have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period; c) they have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) they haveprepared the annual accounts on a going concern basis; e) they have laid down internalfinancial controls for the Company and such internal financial controls are adequate andoperating effectively; and f) they have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.
AUDITORS AND AUDITORS' REPORT
M/s. S.S. Jain & Associates Chartered Accountant Statutory Auditor of theCompany hold office till the conclusion of the 34th Annual General Meeting subject to theratification in the ensuing Annual General Meeting. They have confirmed their eligibilityto the effect that their re-appointment if made would be within the prescribed limitsunder the Companies Act 2013 and that they are not disqualified for re-appointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report containsqualification Management's view on qualification is given below
A. The auditor has reported on non provision for slow moving items in finished goods ofRs 25191574. The Management has identified slow moving items in finished goods. Themanagement is envisaging to liquidate such inventory by giving trade promotions schemes.The management deems it fit that potential loss if any on such disposal of goods can notbe ascertained at present therefore provision can not be made. The management hasdecided that the provision required if any will be made after the loss on disposal ofslow moving inventory is confirmed.
B The auditor has reported on non-provision of receivable which are time barred and notconfirmed amounting to Rs 8449540. These trade receivables are outstanding for more than3 years and time barred. The management is envisaging to restart the business with thesecustomer. Once the business is restarted old outstanding will be recovered. Eventuallyif such business is not restarted within a reasonable time then the company will makeprovision for such trade receivable.
Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. G.R. & Associates a firm of CompanySecretaries (C P No.6526) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as an Annexure 1 forming part of this AnnualReport.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securities Exchange Board ofIndia (SEBI).
The report on Corporate Governance as stipulated under the SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 is presented in a separate section forming partof the Annual Report. The requisite certificate from the Practicing Company SecretaryM/s. G.R. & Associates confirming compliance with the conditions of CorporateGovernance as stipulated under the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 in a separate section forming part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder The SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
POLICIES OF THE COMPANY
The Board of Directors has framed the following policies. The details of these policiesare explained in the Corporate Governance Report. a) Code of Conduct b) Risk ManagementPolicy c) Policy for selection of Directors and Performance Evaluation d) RemunerationPolicy for Directors Key Managerial Personnel and Other Employees e) Whistle BlowerPolicy f) Related Party Transactions Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013: As required under the above mentioned Act we reportthat in the year 2016-17 no case of sexual harassment of women was filed under the saidAct.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had entered into contract / arrangement / transactionwith related parties which could not be considered material in accordance with the policyof the Company on materiality of Related Party transactions. Your Directors draw attentionof the members to Note 31 to the financial statement which sets out related partydisclosures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Audit Committee of the Board and to the ManagingDirector of the Company.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure to this Report. In terms of Section136 of the Companies Act 2013 the reports and accounts are being sent to the members andothers entitled thereto.
1) Your Directors state that no disclosure or reporting is required in respect to theDeposits covered under Chapter V of the Companies Act 2013 and rules made thereunder asthere were no transactions on these items during the year under review.
2) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
3) Extract of the Annual Return
The extract of the Annual Return in Form MGT 9 as required under Section 92(3) and Rule12 of the Companies (Management and Administration) Rules 2014 is appended as an Annexure2 to this Report.
4) Number of Meetings of the Board
The details of the number of meetings of the Board held during the financial year2016-17 forms part of the Corporate Governance Report.
5) Explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made under the Auditors Report and Secretarial Audit ReportThe Auditors Report and Secretarial Audit Report do not contain any qualificationreservation or adverse remark.
6) Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.
7) Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form; The Particulars of contracts orarrangements with related parties referred to in sub-section (1) of section 188 and Rule 8of the Companies (Accounts) Rules 2014 in Form AOC-2 is appended as an Annexure 3to this Report.
8) The amounts which it proposes to carry to any reserves NIL
9) The amount which it recommends should be paid by way of Dividend
Rs.2427500/- (Rupees Twenty Four Lakhs Twenty Seven Thousand Five Hundred Only)
10) Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the Report NIL 11) TheConservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo Theparticulars relating to conservation of energy technology absorption foreign exchangeearnings and outgo as required to be disclosed under the Companies Act 2013 is appendedas Annexure 4 to this Report.
Your Directors wish to take this opportunity to express their appreciation andgratitude for the continued support extended by its Customers Investors PartnersVendors 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 dedicatedservices rendered by each employee of the Company at all levels.
|Registered Office: ||By Order of the Board |
|A-1/2211 III Phase G I D C ||For Paramount Cosmetics (India) Limited |
|Vapi Gujarat-396195 || |
|CIN: L24240GJ1985PLC008282 || |
|Place: Bangalore ||Hiitesh Topiiwaalla |
|Date: 14.08.2017 ||Managing Director |