Paramone Concepts Limited
We are pleased to present the Twenty Eighth Annual Report on the affairs of the Companyalong with the Audited Financial Statements and Auditor's Report for the year ended onMarch 31 2020.
1) Financial Highlights
The table below gives the financial highlights of the Company for the year ended March31.2020 on standalone & consolidated basis compared to the previous financial Year.
Financial Highlights of the Company
(Rs. In Lakhs)
|Particulars || |
| ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Total Income ||5593.25 ||1371.79 ||5593 25 ||1371.79 |
|Total Expenditure ||5458 59 ||214375 ||6060 67 ||2151 09 |
|Profit Before Tax ||134 66 ||(771.96) ||(467.42) ||(779.30) |
|Provision for Tax ||199.64 ||(177.83) ||199.64 ||(177.83) |
|Profit Alter Tax ||(64.98) ||(594.13) ||(667.05) ||(601.47) |
|Add: Other Comprehensive income (net of tax) Items that will not be reclassified to profit & Loss ||(1.02) ||(637.55) ||(0.43) ||(390.20) |
|Re-measurement of net defined benefit obligations ||(637.55) ||(390 20) ||(637.55) ||(390.20) |
|Re - measurement of Investment in equity ||(703.55) ||(984.76) ||(1305 63) ||(992.11) |
2) Company's Performance:
On Consolidated basis the total income of the Company for the Year under Review is Rs.5593.25 Lakhs as compared to Rs. 1371.79 Lakhs in the previous year. On Standalone basisthe total income of the Company for the Year under Review is Rs. 5593.25 Lakhs as comparedto Rs. 1371.79 Lakhs in the previous year. Net Profit after Tax stood at Rs. (64.98) Lakhsas compared to Net Profit of Rs. (594.13) Lakhs in the previous year.
During the Nationwide Lockdown economic activities across all sectors are adverselyaffected. Gradually all activities are resuming however it is very much uncertain toassume the time by which the same will return to normalcy. This will certainly affect theoperations including revenue and profitability and liquidity of the company. However yourCompany is in the position to mitigate the uncertainties.
No significant and material orders have been passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future duringthe year under review.
No amount is apportioned from Profit and Loss Account and transferred to any ReserveAccount in Financial Year 2019-20.
Considering the loss incurred in the current financial year and accumulated lossesyour Directors have not recommended dividend the financial under review.
5) Share Capital
The paid up Equity Share Capital as on 31st March. 2020 was Rs.151276.000. 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 Company/Associate
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 consolidated financial statements of the company and itssubsidiary prepared in accordance with the relevant accounting standards specified undersection 133 of the companies Act read with rule 7 of the Companies Account rules. 2014form part of this Annual Report.
7) Meeting of Board of Directors
During the Year under review four Board Meetings were held the details of which aregiven in the Corporate Governance report.
8) Board of Directors
The details of Board of Directors of the Company as on date of Report are as follows:
|Sr. No. ||Name of the Director ||DIN No. ||Nature of Directorship |
|1. ||Mr. Govind Ram Patodia ||02794184 ||Managing Director |
|2. ||Mr. Mushtaq Shaikh ||08144509 ||Executive Director |
|3. ||Mr. Surendra Kumar Kulhari ||00727964 ||Additional Executive Director |
|4. ||Mr. Sundarlal Sanwarmal Bagaria ||07269962 ||Independent Director Non Executive |
|5. ||Mrs. Ekta Gupta ||08353871 ||Independent Director Non Executive |
|6. ||Mr. Vijendra Jain ||07318877 ||Independent Director Non Executive |
Mr. Surendra Kumar Kulhari (DIN No. 00727964) was appointed as Additional ExecutiveDirector with effect from November 06.2020 subject to his appointment being regularised atthe scheduled Annual General Meeting to be held on December 28.2020.
Note: Mr. Deepak Ranjan (DIIN No.08406471) Executive Director of the Company hasresigned from the post of Directorship of the Company with effect from November 03.2010.However Mr. Deepak Ranjan shall continue to act as the Chief Financial Officer of theCompany.
9) Key Managerial Personnel (KMP's) of the Company
Key Managerial Personnel of the Company are as follows:
|Mr. Govind Patodia ||Managing Director |
|Mr. Mushtaq Shaikh ||Executive Director |
|Mr. Deepak Ranjan Nayak ||CFO & Executive Director |
|Mr. Amit Soni ||Company Secretary |
*Mr. Amit Soni was appointed as the Company Secretary of the Company. in place of Mrs.Swati Gupta with effect from September 10.2020.
10) Board Committees
The constitution of the Board Committees their scope role and terms of reference areas per the provisions of the Act the rules made thereunder and the Listing Regulations.All the recommendations made by the Audit Committee were accepted by the Board ofDirectors. The Constitution of the Board Committees is provided in the CorporateGovernance Report.
11) Corporate Governance
A detailed report on Corporate Governance as required under Regulation 34 of theListing Regulation 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.
12) Management Discussion & Analysis Report
As required by Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations) a Management Discussion andAnalysis Report forms part of this report. The detailed state of activities along withdevelopments have been discussed in the Management Discussion and Analysis Report.
13) 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 policy as approved may be accessed on theCompany's website http://paramoneconcepts.com
14) 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.
15) Significant and Material Orders passed by the Regulators or courts
There are no significant and material order passed by the Regulators/courts that wouldimpact going concern status of the Company.
16) Auditors Statutory Auditors
As per Section 139 (1) of the Companies Act. 2013 (Act) the term of appointment ofM/s. Agarwal Desai & Shah. Chartered Accountants expires at the conclusion of theforthcoming Annual General Meeting and being eligible have offered themselves forre-appointment.
Section 139 (2) of the Act provides that every company existing on or before thecommencement of this Act which is required to comply with provisions of this sub-sectionshall comply with the requirements of this sub-section within three years from the date ofcommencement of this Act. Accordingly. M/s.Agarwal Desai & Shah is eligible forre-appointment for the Financial Year 2020-2021.
The Company has received letter from them to the effect that their reappointment ifmade would be within prescribed limit under Section 141 of the Companies Act. 2013 readwith Rule 4(1) of the Companies (Audit & Auditors) Rules 2014 and that they are notdisqualified for reappointment.
The Auditors of the Company have issued an unmodified opinion on the FinancialStatements for the Financial Year ended March 31.2020. The Auditor's Report for theFinancial Year ended March 31.2020 on the Financial Statements (Standalone &Consolidated) of the Company is part of this Annual Report.
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.
As required under Section 204 of the Companies Act. 2013 and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Company has appointed NIDHIBAJAJ & ASSOCIATES. Company Secretaries. Mumbai to undertake the Secretarial Audit ofthe Company for the Year 20l9-20.The Secretarial Audit along with the Compliance AuditReport is annexed herewith the report.
The Statutory Audit Report and the Secretarial Audit Report for the financial year2019-20 does not contain any qualification reservation or adverse remarks by theAuditors.
17) Particulars of Loans. Guarantees and Investments by he Company
Details of Loans. Guarantees and Investments covered under the provisions of theCompanies Act. 2013 along with the applicable Rules of the Act are given in the notes tothe Financial Statements forming part of this Annual Report.
18) Extracts of Annual Return
As provided under Section 92 of the Act and rules framed there under the extract ofannual return in Form MGT9 is annexed here with which forms part of this report.
19) Related Party Transactions
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 Companies Act 2013. Thus the disclosure of Related Party Transactions asrequired under Section 134(3)(h) of the Companies Act. 2013 in Form AOC 2 is notapplicable.
20) Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet with the critena of independence as prescribed under sub-section(6) of Section 149 of the Companies Act. 2013.
21) Board Evaluation
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 our 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 feed back received from each Director
Weighting the Evaluation summary of each Director.
Key Evaluation Criteria:
Attendance and contribution at Board and Committee meetings
His/herstature. 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/herabilityto 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:
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)there off or the time being in force.
22) Nomination & Remuneration Policy
The Board on the recommendation of the Nomination & Remuneration Committee hasadopted a policy for selection appointment and Remuneration of Directors. Key ManagerialPersonnel and Senior Management Team. The details of this policy are given hereunder. ThePolicy is available on website http://paramoneconcepts.com.
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 Companies Act. 2013 and the ListingRegulations. The role of the NRC Committee encompasses conducting a gap analysis torefresh the Board on a periodic basis including each time a Directors appointment or re-appointment is required. The NRC Committee is also responsible for reviewing the Profilesof Potential candidates the required competencies and due diligence and meeting ofpotential candidates prior to making recommendations of their nomination to the Board.
Pursuant to Section 73 and 74 of the Companies Act. 2013 read with Companies(Acceptance of Deposits) Rules. 2014. the Company has not accepted or renewed any publicdeposits during the year.
24) Reporting of Fraud
There were no instances of Fraud aroused during the year under review.
25) Material changes affecting the Company
The Change in Name. Address & Change of Directors Key Managerial Personnel aredetailed above in the Report
During the Year under review the main object of the Company was changed pursuant toPostal Ballot Notice dated November 14.2019 passed on December 18.2019.
Further the Company has received reclassification request from its existing PromoterM/s. Choice International Limited & M/s. Choice Equity Broking Private Limited toreclassify themselves from Promoter Category to Public The Board has approved theReclassification at their Board meeting held on September 10.2020 and has recommended thesame for the approval of Members. The Resolution for reclassification forms the part ofthe 28th AGM Notice.
The earlier request for reclassification by the promoter's of the Company which was putto vote vide Postal Ballot Notice dated November 14.2019 was rejected by the Exchange onTechnical grounds.
26) Disclosure under the Sexual Harassment of Women at Workplace (Prevention.Prohibition 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.
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (Prevention.Prohibition and Redressal) Act. 2013.
27) 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 websitehttp://paramoneconcepts.com.
28) Director's Responsibility Statement
Pursuant to Section 134 of the Act (including any statutory modification(s) or re*enactment(s) thereof for time being in force) the Directors of the Company State that:
a. in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any.
b. the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company as at March 31.2020 and of the profits ofthe Company for the Financial Year ended March 31. 2020.
c. proper and sufficient care has been taken for maintenance of adequate accountingrecords with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
d. the Annual accounts/financial statements have been prepared on a going concernbasis.
e. internal financial control were in place and that the financial control wereadequate and were operating effectively.
f. proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.
29) Energy Technology Absorption and Foreign Exchange Conservation of Energy
1. Steps taken or impact on conservation of Energy
The Operations of the Company are not energy intensive. However adequate measures havebeen initiated for conservation of energy.
2. 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.
3. The Capital Investments on energy conservation equipments by the Company: Nil
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.
lii. In case of imported technology (imported during last three years reckoned from thebeginning of the Financial Year):NA
iv. The expenditure incurred on Research & Development: Nil
Foreign Exchange Earnings and outgo
There are no Foreign Exchange earnings and outgo during the Year under review.
30) Health & Safety
Health and Safety are addressed systematically meritoriously and proactively.
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 Board expresses their sincere thanks tothe Bankers. Government and Semi-Government Authorities. Esteemed Customers. Suppliers.Business Associates and all other well-wishers for their consistent contribution at alllevels to ensure that the Company continues to grow and excel.
|Date: November 06.2020 || || |
|Place: Mumbai || |
By Order of the Board of Directors
| ||Sd/- ||Sd/- |
| ||(Govind Patodia) ||(Mushtaq Shaikh) |
| ||Managing Director ||Director |
| ||DIN:02794184 ||DIN:081 44509 |