To the Members of Paragon Finance Limited
The Board of Directors hereby presents the 33rd Annual Report on thebusiness and operations of your Company for the year ended 31st March 2019.
|FINANCIAL RESULTS || ||(Rs. in Lakhs) |
|Particulars ||2018-19 ||2017-18 |
|Total Income ||563.09 ||521.79 |
|Gross Profit ||372.77 ||332.81 |
|Less: Interest ||8.00 ||48.32 |
|Less: prov. For standard asset ||0.21 ||-0.42 |
|Less: prov for bad and doubtful debts ||6.03 ||11.04 |
|Cash profit ||358.54 ||273.87 |
|Depreciation ||10.47 ||14.54 |
|Profit/loss before tax ||348.07 ||259.33 |
|Prov for tax ||72.71 ||54.57 |
|Transfer from prov. For deferred tax ||(0.73) ||(2.55) |
|Profit after tax ||276.09 ||207.31 |
|Add: Profit b/f ||1239.34 ||1073.49 |
|Profit available for appropriation ||1515.43 ||1280.80 |
|Less: Transfer to statutory reserves ||55.22 ||41.46 |
|Balance credited to balance sheet ||1460.21 ||1239.34 |
|Reserve excl. revaluation reserve ||2069.43 ||1793.34 |
The Board has not recommended any dividend for the year.
STATE OF THE COMPANY'S AFFAIRS
The Income from Operation for the financial year 2018-19 was Rs. 38802253. TheShareholders Funds as on 31.03.2019 were Rs. 2494.43 Lakhs reflecting the inherentfinancial strength of the Company. The return on networth of the Company in FY 18-19 was11.07% as compared to FY 17-18 9.35% net change being 1.72%.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relatesand the date of this report.
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return(MGT-9) is Annexed as Annexure 1.
DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE
The Company does not have any Subsidiary Joint Venture or an Associate company.
DETAILS OF BOARD MEETINGS
During the year 7 (seven) number of Board meetings were held as on April 6 2018 May25 2018 August 14 2018 September 28 2018 November 14 2018 February 13 2019 andMarch 4 2019 details of which are given below:
|Name of Directors ||No. of meeting attended |
|Mr. Sanjay Kumar Gupta ||7 |
|Mr. Aloke KumarGupta ||7 |
|Mrs. Shreya Gupta ||7 |
|Mr. Suvobrata Ganguly ||7 |
|Mr. Ravi Agarwalla ||7 |
|Mr. Sanjay Goenka ||7 |
|Mrs. Anny Jain ||7 |
|Ms. Parul Rajgaria ||5 |
COMMITTEES OF BOARD
The details of composition of the Committees of the Board of Directors are as under:-
a. Audit Committee
|Sl. No. ||Name ||Chairman/ Members |
|1 ||Mr. Ravi Agarwalla ||Chairman |
|2 ||Mrs. Anny Jain ||Member |
|3 ||Mr. Sanjay Kumar Gupta ||Member |
During the year the Committee had met on 25.05.2018 14.08.2018 14.11.2018 &13.02.2019.
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a vigil mechanism for directors and employees to report genuine concerns has beenestablished. To strengthen its policy of corporate transparency the company hasestablished an innovative and empowering mechanism for employees. Employees can report tothe management their concerns about unethical behavior actual or suspected fraud orviolation of the company's code of conduct or ethics policy.
Paragon Finance Limited being a Listed Company has established a Vigil (WhistleBlower) Mechanism and formulated a Policy in order to provide a framework for responsibleand secure whistle blowing/vigil mechanism. The Company is committed to adhere to thehighest standards of ethical moral and legal conduct of business operations and in orderto maintain these standards the Company encourages its employees who have concerns aboutsuspected misconduct to come forward and express these concerns without fear of punishmentor unfair treatment.
b. Nomination & Remuneration Committee
|Sl. No. ||Name ||Chairman/ Members |
|1 ||Mrs. Anny Jain ||Chairman |
|2 ||Mr. Sanjay Goenka ||Member |
|3 ||Mrs. Shreya Gupta ||Member |
During the year the Committee had met on 25.05.2018 and 28.09.2018.
c. Stakeholders Relationship Committee
|Sl. No. ||Name ||Chairman/ Members |
|1 ||Mrs. Anny Jain ||Chairman |
|2 ||Mrs. Shreya Gupta ||Member |
|3 ||Mr. Aloke Kumar Gupta ||Member |
During the year the Committee had met on 25.05.2018 & 14.11.2018.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provision of section 134 (3) (c) of the Companies Act 2013 theDirectors give hereunder the Directors' Responsibility Statement relating to the Accountsof the Company:
(1) In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
(2) The Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2019 and of the Profitand Loss of the Company for the said period;
(3) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(4) The Directors had prepared the annual accounts on a going concern basis; and
(5) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the provisions of section 152 of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Aloke Kumar Gupta Director isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffer himself for reappointment.
The proposals regarding the re- appointment of Mr. Aloke Kumar Gupta as the Director ofthe company is placed for your approval.
The Board of Directors of the Company recommends the above re-appointment.
In Compliance with clause 36(3) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 brief resume expertise and other details of the Directorproposed to be re-appointed are attached to the Notice of the ensuing Annual GeneralMeeting.
Also Ms. Swati Sharma has been appointed as a Company Secretary with effect from04.03.2019 and Mr. Sanjay Kumar Gupta has been appointed as a Chief Financial Officer ofthe Company with effect from 04.03.2019 and Ms. Parul Rajgaria ceases to be the DirectorCompany Secretary and CFO of the Company on 18.02.2019.
PERCENTAGE INCREASE IN REMUNERATION OF KMP FROM LAST YEAR :
1. Mr. Sanjay Kumar Gupta WTD 100%
RISK MANAGEMENT POLICY
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to business objectives. Major risks identified by the business and functions aresystematically addressed through mitigating actions on a continuous basis. They arediscussed at the meetings of the board of directors of the company.
The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified bystatutory as well as Internal Auditors. Significant Audit observations and follow upactions thereon are reported to the Board. The Board of Directors review adequacy andeffectiveness of the company's internal control environment and monitors theimplementation of audit recommendations.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofindependence laid down in section 149(6) of the Companies Act 2013 and Clauses of SEBI(LODR) regulations 2015.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the board and separate its functions of governance andmanagement. As on 31st March 2019 the board consists of seven members one ofwhom is executive or whole time director and KMP two of whom are Non-Executive directorsand four are independent directors. The Board periodically evaluates the need for changein its composition and size.
The policy of the Company on director's appointment and remuneration includingcriteria for determining qualifications' positive attributes independence of a directorand other matters provided under sub-section (3) of section 178 of the Companies Act 2013adopted by Board is annexed to the Board's Report. We affirm the remuneration paid to thedirectors is as per the terms laid out in the nomination and remuneration policy of thecompany.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or courts or Tribunalswhich impact the going concern status and Company's operation in future.
The Company has not accepted any fixed deposits during the year 2018-19 from thepublic/shareholders.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. Details are given inManagement Discussion & Analysis Report.
STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
In the AGM held on 26.09.2017 M/s. Agarwal Maheshwari & Co. Chartered Accountantshave been appointed as Statutory Auditors of the Company for a period of 5 financial yearsstarting from the FY 2017-18 till 2021-22.
Further the report of the Statutory Auditors along with notes forming part of theCompany's accounts as given under Notes (No. 1 20) are enclosed to this report. Theobservations made in the Auditors' Report are self-explanatory and therefore do not callfor any further comments.
M/s. S. Ratan & Co. has served as an internal auditor for the financial year2018-19.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 34 of the SEBI (LODR) Regulations 2015the Cash Flow Statement for the year 2018-19 is annexed hereto.
PARTICULARS OF LOAN GUARANTEES OR INVESTMENTS UNDER SECTION 186
No such transaction has been entered by the company during the year.
RELATED PARTY TRANSACTIONS
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 not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website -https://www.paragonfinanceltd.com/files/Policy%20on%20Materiality%20as%20per%20Reg%2023.pdf
Your Directors draw attention of the members to Note 1.B.3 to the financial statementwhich sets out related party disclosures.
PARTICULARS OF EMPLOYEES
Pursuant to rule 5(2) & (3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 there is no such employee meeting the criteria underthis rule.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report.
In terms of Section 204 of the Act and Rules made there under Rashmi ChoudhuryPracticing Company Secretary has been appointed as Secretarial Auditors of the Company.The report of the Secretarial Auditors is enclosed as Annexure 2 to this report. Thereport is self-explanatory and do not call for any further comments.
The Company's shares are listed with BSE having nationwide trading terminal under SEBI(ICDR) Regulations 2009. The Listing fees to the Stock Exchanges for the year 2018-19have been paid. The address of the said Stock Exchange is as follows:
The Bombay Stock Exchange
Phiroze Jeejeebhoy Towers
Dalal Street Fort
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis has been annexed to this report in terms of Part Bof Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 in Annexure 3.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Company does not engage in any manufacturing activity so there is no consumption ofenergy. The activities of the company do not involve any technology absorption.
|Foreign Exchange Earning and Outgo ||(In Lakhs) |
|I) Foreign Exchange Earnings ||NIL |
|II) Foreign Exchange outgo ||NIL |
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under SEBI (LODR) Regulations 2015 asamended and Companies Act 2013.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings etc. In addition the Chairman was alsoevaluated on the key aspects of his role.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
As per Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 every listed company is required to formulate an ArchivalPolicy for the records which it maintains in Electronic Form. The said policy is availableof the company's website at https://www.paragonfinanceltd.com/files/Archival%20Policy.pdf
ID FAMILARISATION PROGRAMME
Independent Directors have been given adequate Documents and Annual Reports so thatthey get an understanding regarding the working of the company.
The IDs have also visited various sites of the company and have met the stakeholders ofthe company so as to get a detailed understanding regarding the Business which would ablethem to form an Independent view regarding the company.
DEMAT SUSPENSE A/C
There are no shares in demat suspense account or unclaimed suspense account as on31.03.2019.
CORPORATE SOCIAL RESPONSIBILITY
Your company does not fall under the compulsory compliance of CSR u/s 135 of theCompanies Act 2013.
DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.
The Board of Directors would like to place on record their grateful appreciation of thecooperation and assistance received from the company's customers shareholders employeesbrokers dealers banks financial institutions and all others associated with thecompany.
Your Directors also thank the Central and State Governments and other statutoryauthorities for their continuous support.
| ||On behalf of the Board of Director |
|Place: Kolkata ||Sanjay Kumar Gupta |
|Date: 29.05.2019 ||Executive Director |