Your Directors are pleased to present the 29th Annual Report on the business andaffairs of Paramone Concepts Limited (the "Company") along with the AuditedFinancial Statements for the year ended on March 312021 and other accompanying reportsnotes and certificates.
1) FINANCIAL HIGHLIGHTS
The Company has adopted Accounting Standards ("Ind AS") notified by theCompanies (Indian Accounting Standards) Rules 2015 accordingly the Financial Statementsfor the current financial year 2020-21 have been prepared as per Ind AS reportingframework .
The table below gives the financial highlights of the Company for the year ended March312021 on standalone & consolidated basis compared to the previous financial Year.
Financial Highlights of the Company
(Rs. in Lakhs)
|Particulars ||Standalone ||Consolidated |
| ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Total Income ||6459.05 ||5593.25 ||6459.05 ||5593.25 |
|Total Expenditure ||5668.86 ||5458.59 ||5680.04 ||6060.67 |
|Profit Before Tax ||790.19 ||134.66 ||779.01 ||(467.42) |
|Provision for Tax ||35.64 ||199.64 ||35.48 ||199.64 |
|Profit After Tax ||754.57 ||(64.98) ||743.53 ||(667.05) |
|Add: Other Comprehensive income || || || || |
|Re-measurement of gains/ (Loses) on defined benefit obligations ||5.32 ||(1.02) ||5.32 ||(1.02) |
|Re-measurement of investment in equity ||131.43 ||(637.55) ||131.43 ||(637.55) |
|Total Comprehensive Income ||891.32 ||(703.55) ||880.28 ||(1305.63) |
2) COMPANY'S PERFORMANCE
On Consolidated basis the total income of the Company for the Year under Review is Rs.6459.05 Lakhs as compared to Rs. 5593.25 Lakhs in the previous year. Net profit after taxstood at Rs. 743.53 Lakhs as compared to net loss of Rs. 667.05 Lakhs in the previousyear. On Standalone basis the total income of the Company for the Year under Review isRs. 6459.05 Lakhs as compared to Rs. 5593.25 Lakhs in the previous year. Net profit aftertax stood at Rs. 754.57 Lakhs as compared to net loss of Rs. 64.98 Lakhs in the previousyear.
With the COVID-19 pandemic imposing restrictions in the early part of last year theCompany undertook multiple initiatives across Employee Safety & Well Being andDigital engagement with customers. Gradually all activities are resuming however it isvery much uncertain to assume the time by which the same will return to normalcy. Thiswill certainly affect the operations including revenue and profitability and liquidity ofthe company. we are confident about our ability to manage this crisis through ourfinancial stability our trusted brands our consumers our committed employees and withthe joint efforts and quality of leadership we are glad to state that we have achievedrevenue of Rs. 6459.05 Lakhs.
No amount is apportioned from profit and loss Account and transferred to any ReserveAccount in the Financial Year 2020-21.
The Board of Directors after considering the relevant circumstances has decided thatit would be prudent not to recommend any dividend for the financial year ended March312021.
5) SHARE CAPITAL
The paid-up Equity Share Capital as on March 312021 was Rs. 151276000/-. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
6) SUBSIDIARY AND /ASSOCIATE COMPANY
Your Company has one wholly owned subsidiary M/s. Choice Realty Private Limited whichis engaged in the activity of Development & Construction. Pursuant to Section 129(3)of the Companies Act 2013 (the "Act") the Consolidated Financial Statements ofthe Company and its subsidiary prepared in accordance with the relevant AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 form part of this Annual Report. Apart from above there are noother companies which have become or ceased to be subsidiaries joint venture or associateof the Company within the meaning of relevant provisions of the Act during the financialyear 2020-21.
7) CORPORATE STRUCTURE - DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on March 312021 the Board of Directors comprised of 6 (Six) Directors. Of the 6(Six) Directors 3 (Three) are Non-executive Independent Directors (including a WomenDirector) and 3 (Three) are Executive Directors including 1(One) Managing Director. Thecomposition of the Board is in conformity with the provisions of the Act and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations")
All the Independent Directors of the Company have given declarations and confirmed thatthey meet the criteria of Independence' as stipulated under the Act and the ListingRegulations.
Meeting of the Board of Directors
During the year under review 4 (Four) meetings of the Board of Directors were held.The details of composition of the Board meetings of the Board held and attendance of theDirectors at such meetings are provided in the Corporate Governance Report which formspart of this Report.
Appointment and Resignation
The Members at 28th AGM held on December 28 2020 by passing of a special resolutionhas appointed Mr. Sundarlal Bagaria as an Independent Director of the Company for thesecond term of five consecutive years from November 06 2020 to November 05 2025.
Mr. Surendra Kumar Kulhari was appointed as an Additional Executive Director of theCompany on November 6 2020 by the Board. At 28th Annual General Meeting held on December28 2020 the Members approved appointment of Mr. Surendra Kumar Kulhari as an ExecutiveDirector of the Company.
Mr. Deepak Ranjan Nayak Executive Director & Chief Financial Officer of theCompany resigned from the Board of the Company with effect from November 3 2020 due tohis other commitments. However he continues his engagement with the Company as ChiefFinancial Officer.
The Board placed on record its appreciation for the contributions made by Mr. Ranjanduring his tenure as a Director.
Director Retiring by Rotation
Pursuant to Section 152(6) of the Act and in terms of the Articles of Association ofthe Company Mr. Surendra Kumar Kulhari (DIN: 00727964) retires by rotation at theforthcoming AGM and being eligible he offers himself for re-appointment. The Nominationand Remuneration Committee and the Board recommend his re-appointment. The relevantdetails of Mr. Surendra Kumar Kulhari forms part of the Notice convening 29th AGM.
Key Managerial Personnel (KMP's)
As on March 312021 the Key Managerial Personnel of the Company are as follows:
|Mr. Govind Patodia ||Managing Director |
|Mr. Deepak Ranjan Nayak ||Chief Financial Officer |
|Mr. Amit Soni ||Company Secretary and Compliance Officer |
Ms. Swati Gupta resigned as Company Secretary and Compliance Officer of the Companywith effect from September 10 2020. Mr. Amit Soni was appointed as Company Secretary andCompliance Officer of the Company with effect from September 10 2020.
Committees of the Board
Currently there are 3 (Three) Statutory Committees of the Board as Follows:
(a) Audit Committee
(b) Nomination and Remuneration Committee;
(c) Stakeholders' Relationship Committee.
The constitution of Committees their scope role and terms of reference are as per theprovisions of the Act the Rules made thereunder and the Listing Regulations. All therecommendations made by the Audit Committee and Nomination and Remuneration Committee wereaccepted by the Board. Details of all the Committees along with their terms of referencecomposition and meetings of each Committee held during the financial year are provided inthe Corporate Governance Report which forms part of this Report.
Pursuant to the provisions of the Act and the Listing Regulations performanceevaluation of the Board its Committees the Chairman & Managing Director and theIndependent Directors was carried out .The manner in which the evaluation is carried outhas been detailed below:
The Company believes in value for its stakeholders through ethical process andintegrity. The Board plays a very important role in ensuring the Company's performance tomonitor and provide timely inputs to enhance the Company's Performance and set rightdirection for growth. Hence it is important that every individual Board Member effectivelycontributes in the Board deliberations.
The Company follows annual evaluation for its Key Managerial Persons and other eligibleemployees including the senior management team. A process sculpted on this method has beendesigned for evaluation of Directors under this process the company management will:
Formulate the process for evaluating and rating Directors
Design the evaluation template/questionnaire and implementation process
Peer review of each Director
Analyse feedback received from each Director
Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
Attendance and contribution at Board and Committee meetings
His/her stature appropriate mix of expertise skills behavior experienceleadership qualities.
Sense of sobriety and understanding of business strategic direction to aligncompany's value and standards.
His/her knowledge of finance accounts legal investment marketing foreignexchange/ hedging internal controls risk management assessment and mitigation businessoperations processes and Corporate Governance.
His/her ability to create a performance culture that drives value creation and ahigh quality of debate with robust and probing discussions.
Effective decisions making ability to respond positively and constructively toimplement the same to encourage more transparency.
Open channels of communication with executive management and other colleague onBoard to maintain high standards of integrity and probity.
Recognize the role which he/she is expected to play internal BoardRelationships to make decisions objectively and collectively in the best interest of theCompany to achieve organizational successes and harmonizing the Board.
His/her global presence rational physical and metal fitness broader thinkingvision on corporate social responsibility etc.
Quality of decision making & understanding financial statements and businessperformance raising of finance best source of finance working capital requirementforex dealings geopolitics human resources etc.
His/her ability to monitor the performance of management and satisfy himselfwith integrity of the financial controls and systems in place by ensuring right level ofcontact with external stakeholders.
His/her contribution to enhance overall brand image of the Company.
Criteria for Determining Remuneration of Director's Key Managerial Personnel andParticulars of Employees: Policy on Director's Appointment and Remuneration and otherDetails
The Remuneration paid to the Directors is in accordance with the Nomination &Remuneration Policy formulated in accordance with Section 178 of the Act and Regulation 19of the Listing Regulations (including any statutory Modification(s) or re-enactment(s)thereof for the time being in force. No employee in the Company is drawing remunerationmore than Rupees One Crore Two Lakhs if employed throughout the financial year or drawingremuneration more than Rupees Eight Lakh Fifty Thousand if employed for part of thefinancial year.
The Board on the recommendation of the Nomination & Remuneration Committee hasadopted a policy for Selection Appointment and Remuneration of Directors Key ManagerialPersonnel & Senior Management Team and Policy for determining qualification positiveattributes independence of a Director. The details of these policies are given hereunder.The Policies are available on website http://paramoneconcepts.com/data/corporate-governance/policy.html.
The remuneration policy is designed to attract talented Personnel and remunerate themfairly and responsibly at each level of the organization. The Policy broadly lays down theguiding principles philosophy and the basis of payment of remuneration.
The policy also provides the criteria for determining Qualifications positiveattributes and Independence of Directors and criteria for appointment of Key ManagerialPersonnel Senior Management and performance evaluation which are considered by theNomination and Remuneration Committee and the Board of Directors while making selection ofthe candidates.
The Company has a Nomination and Remuneration Committee (NRC) which is responsible forformulating the criteria for appointment of Directors on the Board of the Company andpersons holding Senior Management positions in the Company including their remunerationand other matters as provided under Section 178 of the Act and the Listing Regulations.The role of the NRC encompasses conducting a gap analysis to refresh the Board on aperiodic basis including each time a Directors appointment or re- appointment isrequired. The NRC is also responsible for reviewing the Profiles of Potential candidatesthe required competencies and due diligence and meeting of potential candidates prior tomaking recommendations of their nomination to the Board.
8) VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has in place a Whistle Blower/Vigil Mechanism Policy through which itsStakeholders Directors and Employees can report genuine concerns about unethical behaviorand actual or suspected fraud or violation of the Company's code of Business Conduct andEthics. The said policy provides for adequate safeguards against victimization and alsodirect access to the Audit Committee.
The Whistle Blower Policy has been placed on the Company's website athttp://paramoneconcepts.com/data/ corporate-governance/policy.html.
9) INTERNAL FINANCIAL CONTROLS
The Company has proper and adequate system of internal controls which ensures that allassets are safeguarded against loss from unauthorized use or disposition and all thetransaction are authorized recorded and reported correctly. Regular internal audits andchecks are carried out to provide assurance that the responsibilities at various levelsare discharged effectively and that adequate systems are in existence. The managementcontinuously reviews the internal control systems and procedure for efficient conduct ofbusiness.
10) RELATED PARTY TRANSACTIONS
In line with the requirements of Act and the Listing Regulations the Company hasformulated a Policy on Related Party Transactions and the same can be accessed on theCompany's website at http://paramoneconcepts.com/ data/corporate-governance/policy.html.All the Related Party Transactions entered into during the financial year were on arm'slength basis and were in ordinary course of business. The Company has not entered into anytransactions with Related Parties which could be considered material in terms of Section188 of the Act. Thus the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Act in Form AOC-2 is not applicable.
11) PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS BY THE COMPANY
Details of Loans Guarantees and Investments covered under the provisions of the Actalong with the applicable Rules framed thereunder are given in the notes to the FinancialStatements forming part of this Report.
Pursuant to Section 73 and 74 of the Act read with Companies (Acceptance of Deposits)Rules 2014 the Company has not accepted any deposits from public during the year underreview.
13) DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a policy on prevention prohibition and redressal of sexualharassment at the work place in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal ) Act 2013 and Rules framedthereunder for prevention and redressal of complaints of sexual harassment at workplace.The objective of this policy is to lay clear guidelines and provide right direction incase of any reported incidence of sexual harassment across the Company's offices and takeappropriate decision in resolving such issues.
There were no incidences of sexual harassment reported during the year under review interms of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
14) CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's website athttp:// paramoneconcepts.com/data/corporate-governance/policy.html.
15) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Conservation of Energy
(a) Steps taken or impact on conservation of Energy:
The Operations of the Company are not energy intensive. However adequate measures havebeen initiated by the Company for conservation of energy.
(b) The steps taken by the Company for utilizing alternate source of energy:
Though the operations of the Company are not energy intensive the Company promotesgreen energy and energy saving initiatives among its employees.
(c) The Capital Investments on energy conservation equipments by the Company: NilTechnology Observation
i. The efforts towards technology absorption:
The minimum technology required for the business has been absorbed the Company hasalso adopted an online enterprise wide Human Resource System which eliminates manualworking encourages paperless working & easy availability of data on the system.
ii. The benefits derived like product improvement cost reduction product developmentor import substitution: Encourages paperless working & reduces manual working.
iii. In case of imported technology (imported during Iast three years reckoned from thebeginning of the Financial Year): Nil
iv. The expenditure incurred on Research & Development: Nil Foreign ExchangeEarnings and outgo
There are no Foreign Exchange earnings and outgo during the Year under review.
16) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There is no significant and material order passed by the Regulators or Courts orTribunals that would impact going concern status of the Company and its future operations.
17) PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report. Pursuant to Section 136(1) ofthe Act this Report is being sent to the Members of the Company excluding the aforesaidinformation. However copy of this disclosure may be obtained by the Members by writing tothe Company Secretary at email@example.com.
18) EXTRACTS OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 the Annual Return as on March312021 is available on the Company's website athttp://paramoneconcepts.com/data/corporate-governance/.
Pursuant to Section 139(1) of the Act the term of M/s. Agarwal Desai & ShahChartered Accountants expires at the conclusion of the forthcoming Annual General Meetingand are not eligible for re-appointment.
Your Directors recommend appointment of M/s. Pramod K. Sharma & Co. (FRN: 007857C)Chartered Accountants as Statutory Auditors of the Company to hold office from theconclusion of the 29th AGM until the conclusion of the 34th AGM to be held in the year2026 at a remuneration as may be decided by the Members at the 29th AGM.
The Company has received consent letter and eligibility certificate from M/s. Pramod K.Sharma & Co. (FRN: 007857C) Chartered Accountants to the effect that theirappointment if made would be within prescribed limit under Section 141 of the Act readwith Rule 4(1) of the Companies (Audit & Auditors) Rules 2014 and that they are notdisqualified for being appointed as Statutory Auditor. As required under Regulation 33 ofListing Regulations they have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.
Statutory Auditors' Observations
The Auditors of the Company have issued an unmodified opinion on the FinancialStatements for the Financial Year ended March 312021. The Auditor's Report for theFinancial Year ended March 312021 on the Financial Statements (Standalone &Consolidated) of the Company is part of this Annual Report.
The Statutory Audit Report for the financial year 2020-21 does not contain anyqualification reservation or adverse remarks by the Auditors.
The Internal Auditors M/s Tibrewal Chand & Co. Chartered Accountants haveconducted internal audits periodically and submitted their reports to the Audit Committee.Their reports have been reviewed by the Statutory Auditors and the Audit Committee.
Pursuant to Section 204 of the Act read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Board of Directors has appointed M/s. Nidhi Bajaj& Associates Practicing Company Secretaries to undertake the Secretarial Audit ofthe Company for the financial year ending on March 312021. The Secretarial Audit Reportin Form MR-3 is annexed to this Report.
The Secretarial Audit Report for the financial year 2020-21 does not contain anyqualification reservation or adverse remarks by the Auditors.
20) MATERIAL CHANGES AFFECTING THE COMPANY
(i) The Company vide letter dated September 3 2020 received request from existingPromoters M/s. Choice International Limited and M/s. Choice Equity Broking Private Limitedfor their re-classification to public category. The Members at 28th Annual General Meetingheld on December 28 2020 approved re-classification of existing Promoters M/s. ChoiceInternational Limited and M/s. Choice Equity Broking Private Limited to Public Category.Pursuant to Regulation 31A of the Listing Regulations the Company filed an applicationfor re-classification of abovementioned Promoters to Public Category with BSE Limited (theExchange). The Exchange vide letter dated March 312021 approved re-classification ofabovementioned Promoters into public category.
(ii) The Members at Extra-ordinary General Meeting held on April 2 2021 by passing ofa Special Resolution approved alteration of Objects Clause of the Memorandum ofAssociation in order to enable the Company to carry on the business of IT and outsourcedservices.
21) MAINTENANCE OF COST RECORDS
Pursuant to Section 148(1) of the Act read with Rule 3 of the Companies (Cost Recordsand Audit) Rules 2014 maintenance of cost records for the services rendered by theCompany is not applicable.
22) CORPORATE GOVERNANCE
A detailed report on Corporate Governance as required under Regulation 34 of theListing Regulations forms part of this Annual Report. The Auditor's Certificate onCompliance with the conditions of the Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.
23) MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) of the Listing Regulations a Management Discussion andAnalysis Report for the year under review is presented in separate section forms part ofthis Report.
24) COMPLIANCE OF SECRETARIAL STANDARDS
The Board of Directors affirms that your Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India relating toMeetings of the Board its Committees and General Meetings during the year under review.
25) DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Act (including any statutory modification(s) orre- enactment(s) thereof for time being in force) the Directors of the Company Statethat:
a. In the preparation of the annual accounts for the financial year ended March312021 the applicable accounting standards have been followed along with properexplanation relating to material departures;.
b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at March 312021 and of the profits ofthe Company for the Financial Year ended March 312021.
c. The Directors had taken proper and sufficient care for maintenance of adequateaccounting records with the provisions of the Act for safeguarding the assets of theCompany 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 to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
F. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
26) CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The criteria prescribed for the applicability of Corporate Social Responsibility underSection 135 of the Companies Act 2013 is not applicable to your Company.
27) HEALTH & SAFETY
The Company's health and safety measures comprises of guidelines and standardizedpractices based on robust processes. It advocates proactively improving its managementsystems to minimise health and safety hazards thereby ensuring compliance in alloperational activities.
To minimise and mitigate risks related to Fire Safety and Physical Security theCompany has taken up various safety initiatives that includes:
First Aid and fire safety trainings for all employees.
Covid-19 SoP has been formalized and deployed across the Offices of the Company
28) GREEN INITIATIVES
In view of Covid 19 pandemic the Ministry of Corporate Affairs vide its circular no.17 / 2020 dated April 13 2020 circular no. 20 / 2020 dated May 5 2020 and circular No.02/2021 dated January 13 2021 and SEBI vide its circular bearing reference no.SEBI/HO/CFD/CMD1/ CIR/ P/ 2020/79 dated May 12 2020 and no. SEBI/HO/ CFD/ CMD2/CIRIP/2021/11 dated January 15 2021 has dispensed with the requirement of sending hard copy of fullannual report to the shareholders.
Electronic copies of this Annual Report and Notice of the 29th AGM are sent to allmembers whose email addresses are registered with the Company / Depository Participant(s).Members who have not registered their email address can do so by following the steps asmentioned in the notes of notice of 29th AGM. Alternatively they are requested todownload the copy of the Annual Report from the website of the Company i.e. www.paramoneconcepts.com or from the website of BSE Limited i.e. www.bseindia.com or write tothe Company at firstname.lastname@example.org or email@example.com.
Pursuant to the Section 108 of the Act and Rule 20 of the Companies (Management andAdministration) Rules 2015 your Company provides e-voting facility to its Members toenable them to cast their votes electronically on the resolutions set forth in the Notice.
The Members of the Board of Directors wish to place on record their sincereappreciation for the devoted services rendered by all the employees and the continuedco-operation and confidence of shareholders. The Directors expresses their sincereappreciation to the Bankers RBI Ministry of Corporate Affairs Registrar of CompaniesDepositories other Government and Semi-Government Authorities Esteemed CustomersSuppliers Business Associates and all other well-wishers for their consistentcontribution at all levels to ensure that the Company continues to grow and excel.
The Directors mourn the loss of lives due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their lives and safety to fight thispandemic.
| ||For and on behalf of the Board of Directors || |
|Place: Mumbai Date: 31/08/2021 ||Govind Ram Patodia ||Mushtaq Shaikh |
| ||Managing Director ||Director |
| ||DIN: 02794184 ||DIN:08144509 |