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Paramount Communications Ltd.

BSE: 530555 Sector: Engineering
NSE: PARACABLES ISIN Code: INE074B01023
BSE 00:00 | 13 Aug 7.09 -0.04
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NSE 00:00 | 13 Aug 7.10 0
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7.50

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OPEN 7.40
PREVIOUS CLOSE 7.13
VOLUME 49263
52-Week high 11.15
52-Week low 5.00
P/E 4.96
Mkt Cap.(Rs cr) 131
Buy Price 7.01
Buy Qty 1000.00
Sell Price 7.22
Sell Qty 1000.00
OPEN 7.40
CLOSE 7.13
VOLUME 49263
52-Week high 11.15
52-Week low 5.00
P/E 4.96
Mkt Cap.(Rs cr) 131
Buy Price 7.01
Buy Qty 1000.00
Sell Price 7.22
Sell Qty 1000.00

Paramount Communications Ltd. (PARACABLES) - Director Report

Company director report

To

The Members of

Paramount Communications Limited

Your directors are pleased to present the Twenty Fifth Annual Report on the Businessand operations of the Company together with the Audited Financial Statements for the yearended 31st March 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A Summary of the Company's Financial Results for the financial year 2018-19 is asunder:

( Rs. in Lakhs)
Particulars Year ended 31st March 2019 Year ended 31st March 2018
Total Revenue including Other Income 61777 44643
Less: Excise Duty - 918
Net Revenue including Other Income 61777 43725
Profit/ (Loss) before Interest Depreciation Tax and Exceptional items 4550 107
Interest 770 415
Depreciation & Amortization of FCMITDA 864 923
Profit/(Loss) before Tax and Exceptional Items 2916 (1231)
Exceptional Items - 2700
Tax Expenses - -
Profit/(Loss) after Tax and Exceptional Items 2916 1469
Other Comprehensive Income 1 (5)
Total Net Profit/(Loss) for the year including other Comprehensive Income 2917 1464

During the financial year ended 31st March 2019 your Company recorded totalrevenue of Rs. 61777 Lakhs as compared to the total revenue of Rs. 44643 Lakhs recordedduring the previous financial year ended 31st March 2018. Net Revenue fromoperations for the year ended 31st March 2019 has increased by about 40% overthe corresponding period last year. The total Net Profit including other comprehensiveIncome of the Company for the financial year ended 31st March 2019 Rs. 2917Lakhs as against Rs. 1464 Lakhs during previous year 2017-2018. Details of theExceptional Items have been mentioned in Notes to the Financial Statements in this AnnualReport.

2. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Indian subsidiary company. However the Company has thefollowing direct wholly owned subsidiaries located outside India:

a. *Paramount Holdings Limited incorporated under the laws of Cyprus;

b. **AEI Power Cables Limited incorporated under the laws of England and Wales;

c. 06196375 Cables Limited (formerly known as AEI Cables Limited) which was asubsidiary company is "in Administration" (as per UK Laws) w.e.f. 28thFebruary 2014.

Note:

1) *The management of Paramount Holdings Limited are taking steps to liquidate theCompany in accordance with the applicable laws of the country.

2) **AEI Power Cables Limited United Kingdom has ceased to trade and became dormantw.e.f. 1st April 2017. The management of the Company intends to keep thecompany in existence for use in foreseeable future as and when required.

The Consolidated financials include un-audited financials of Paramount HoldingsLimited Cyprus and un-audited financials of AEI Power Cables Ltd. United Kingdom for theyear ended 31st March 2019.

The Company has no Joint venture with any other Company in India or abroad.

3. TRANSFER TO RESERVES

During the period under review your Company do not propose to transfer funds to theGeneral Reserves.

4. DIVIDEND

Your directors do not recommend declaration of any dividend for the financial year2018-2019.

5. FUTURE OUTLOOK

As a result of Government initiatives such as ‘Power for all' Atal Mission forRejuvenation and Urban Transformation (AMRUT) Projects for expansion of Railway Networkand Optical Fiber telecom connectivity across the country liberalization in HousingFinance etc. As per the finance Minister's Budget Speech 2019 the government plans aninvestment of Rs. 100 Lakh Cr over the next 5 years into infrastructure. Over Rs. 50 LakhCr is projected to be spent on the Indian Railway network between 2018 to 2030. DigitalIndia BharatNet and introduction of 5G technology in the mobile spectrum shall createsubstantial demand for Optical Fiber Cables. Your Company enjoys a strong competitiveedge being among the top national players in Telecom Railways and Power Sectors andshall be ideally positioned to take full advantage of this tremendous investment into thecountry's infrastructure.

The Company's focus in future shall be to sustain and increase the momentum in itsmajor business segments namely Optical Fiber cables Railway Signalling cables and Powercables etc. by leveraging its inherent strength of possessing almost all the prestigiouscustomer approvals and pre-qualifications in the country based on its long track record ofsuperior quality and timely delivery coupled with continuous product development as perevolving industry standards.

We remain committed to drive increased sales and profitability through extending thereach of our offerings. Our Financial health is greatly strengthened providing us amplescope to expand our capacities. Your Company's vision for the coming year is to be a keyparticipant in every relevant initiative of the Government so as to improve growth anddevelopment prospects of the Company.

6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

Earlier the Company had taken various steps to revive and rehabilitate the Company byrestructuring its borrowings which reduced the interest liability substantially. Furtherwith a view to augment funds and to finance the working capital requirements of theCompany and to support its future growth plans the Promoters/Promoter Group have infusedfunds amounting to Rs. 25.94 Cr for strengthening the financial position of the Companyby way of issue of 17000000 Equity Shares on preferential basis.

The Company has also issued and allotted 11881500 Equity shares of the Company at aprice of Rs. 28.40 per equity share upon conversion of outstanding FCCBs having face valueof US$ 7.5 Million.

Due to carried forward losses no provision for Income Tax has been made.

As a result of concerted and constant efforts of the management the Company has nowachieved a complete turnaround and its bottom- and top-line results are quite strong now.

7. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amount to the Investor Education andProtection Fund during the year under review.

8. BOARD OF DIRECTORS

a) Composition

i) During the year under review Mr. Vijay Maheshwari (holding DIN: 00216687) wasappointed as an Additional Director (Non-executive Independent Director) for a period of5 (Five) years w.e.f. 1st April 2019 to 31st March 2024 subject tothe approval of shareholders at the ensuing AGM.

ii) As on date Company has 5 Directors on Board with an Executive Chairman. Of the 5Directors 2 are Executive Directors and 3 are Non-Executive Directors IndependentDirector including one Woman Director. The Composition of the Board is in conformity withthe provisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

iii) None of the Whole-time Key Managerial Personnel (KMP) of the Company is holdingoffice in any other Company as a Key Managerial Personnel.

iv) Further none of the Directors / KMP of the Company is disqualified under any ofthe provisions of the Companies Act 2013 and relevant Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

b) Change in Director(s) and Key Managerial Personnel

i) In accordance with the provisions of section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Sanjay Aggarwal (DIN 00001788) Director retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. The Board recommends his reappointment for the consideration of themembers of the Company at the forthcoming Annual General Meeting. Brief profile of Mr.Sanjay Aggarwal has been given in the Notice convening the Annual General Meeting.

ii) The Board of Directors in their meeting held on 29.03.2019 appointed Mr. VijayMaheshwari as an Additional Director. Pursuant to section 161 (1) of the Companies Act2013 he will hold office as Director up to the date of ensuing Annual General Meeting.

Mr. Vijay Maheshwari has given a declaration to the Company under section 149(6) of theCompanies Act 2013 that he qualifies the criteria of independence. Accordingly it isproposed to appoint him as an independent Director not liable to rotation for a term offive years upto 31st March 2024.

iii) Further the Nomination and Remuneration Committee and the Board of Directors attheir respective meetings held on 29.03.2019 have recommended and approved thereappointment of Shri Vijay Bhushan whose first term as Independent Director of theCompany has been expired on 31st March 2019 and proposed to be re-appointed asIndependent Director for a second consecutive term period of 5 (five) years w.e.f. 1stApril 2019 upto 31st March 2024 subject to the approval of members by way ofspecial resolution at this ensuing Annual General Meeting of the Company.

In compliance with the provisions of Section 149 152 Schedule IV and other applicableprovisions if any of the Companies Act 2013 read with Companies (Appointment andQualification of Directors) Rules 2014 the independent directors of the Company viz. Mr.Vijay Bhushan Mr. Vijay Maheshwari and Mrs. Malini Gupta hold office for a fixed term offive (5) years and are not liable to retire by rotation.

iv) Shri SPS Dangi and Shri Satya Pal Non-Executive Directors of the Company haveattained the age of Seventy Five Years as on 31.03.2019 and in accordance with theRegulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 no person who has attained the age of Seventy five years shall continue thedirectorship as non-executive director of the Company unless a special resolution ispassed to that effect. Therefore Shri SPS Dangi and Shri Satya Pal Non-ExecutiveDirectors of the Company retired effective from 31st March 2019.

The Board of Directors places on record their appreciation for the enormouscontribution made by Shri SPS Dangi and Shri Satya Pal. The Company and the Boardbenefitted immensely from their vast experience knowledge and insights of the industryand operations of the Company.

The above proposals for appointment and reappointment forms part of the notice of the25th Annual General Meeting and the relevant Resolutions are recommended for your approvaltherein.

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 brief resume of the directors proposed to be appointed/reappointed the nature ofexpertize in specific functional areas names of the companies in which they holdsdirectorship(s) and membership/chairmanship of Board Committees shareholding andrelationships between directors inter-se are forming part of the Notice of Annual GeneralMeeting.

c) Declaration by Independent Director

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfil the conditions of independence specified in Section 149(6) of the Act andRegulation 16(1) (b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

9. KEY MANAGERIAL PERSONNEL

Ms. Tannu Sharma Company Secretary and Chief Compliance officer of the Companyresigned from the services of the Company. The resignation was effective from the closinghours of 31st May 2019.

Consequent to Ms. Tannu Sharma's resignation the Board appointed Ms. Rashi Goel asCompany Secretary and Compliance officer of the Company. The appointment was effectivefrom 1st June 2019.

Mr. Sanjay Aggarwal Chairman & CEO Mr. Sandeep Aggarwal Managing Director Mr.Shambhu Kumar Agarwal Chief Financial Officer and Ms. Rashi Goel Company Secretary arethe Key Managerial Personnel of your Company under the provisions of Section 2(51) andSection 203 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

10. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year 7 (Seven) Board Meetings and 4 (Four) Audit Committee Meetings wereconvened and held. The details of these meetings are given in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Companies Act 2013.

11. CHANGE IN CAPITAL STRUCTURE

During the year the FCCB Committee of the Company has issued and allotted 11881500Equity Shares of Face value of Rs. 2/- each consequent upon conversion of outstandingForeign Currency Convertible Bonds (FCCBs) to the outstanding FCCB Holders.

The Board of Directors of the Company has issued and allotted 17000000 Equity sharesof face value of Rs. 2/- each to Promoters and entities forming part of the promotergroup. Accordingly the paid-up share capital of the Company has increased from142902465 Equity shares of face value of Rs. 2/- each to 171783965 Equity shares offace value of Rs. 2/- each.

12. BOARD EVALUATION

In terms of the requirement of the Companies Act 2013 and the Listing Regulations anannual performance evaluation of the Board is undertaken where the Board formally assessesits own performance with an aim to improve the effectiveness of the Board and theCommittees. During the year Board Evaluation cycle was completed by the Companyinternally which included the evaluation of the Board as a whole and Board Committees.

The evaluation process focused on various aspects of the functioning of the Board andCommittees such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations governance issues etc. The guidance noteissued by SEBI on Board Evaluation was duly considered while conducting the evaluationexercise. Separate exercise was carried out to evaluate the performance of individualDirectors on parameters such as attendance contribution and independent judgement.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm that:

i) In the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departure if any;

ii) They had selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for the year under review;

iii) They had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) They had prepared the annual accounts for the financial year ended 31stMarch 2019 on a ‘going concern' basis;

v) They had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

vi) They had devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

14. NOMINATION AND REMUNERATION POLICY

The Company has framed a Nomination and Remuneration Policy pursuant to Section 178 ofthe Companies Act 2013 and Regulation 19(4) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Specified in Part D of the Schedule II). The detailedNomination & Remuneration Policy is also available on the website of the Company at www.paramountcables.comunder Investor Relations Section.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure ‘A' which forms an integral partof this Report and is also available on the Company's website viz. www.paramountcables.com.

16. RISK MANAGEMENT

Risk management is embedded in your Company's operating framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. Your Companyperiodically assesses the risk in the internal and external environment along with thecost of treating risk and incorporates risk treatment plans in its strategy business andoperational plans.

As per the requirements of Section 134(3)(n) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasconstituted a Risk Management Committee to oversee the risk management efforts in theCompany. The details of the committee are set out in the Corporate Governance Reportforming part of this report.

Some of the risks which may pose challenges are set out in the Management Discussionand Analysis which forms part of this report.

17. PUBLIC DEPOSITS

During the financial year 2018-2019 your Company has not accepted any deposits withinthe meaning of Sections 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

18. LISTING OF SHARES

The equity shares of the Company are listed at The BSE Ltd. (BSE) and National StockExchange of India Ltd. (NSE). The BSE & NSE have nation-wide trading terminals andtherefore provide full liquidity to investors. Equity shares of the Company were alsolisted with the Calcutta Stock Exchange Ltd however the Company has applied fordelisting on 03.03.2004 and the application is still pending for disposal at the exchangeby the Calcutta Stock Exchange authorities.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year there was no significant and material order passed by any Regulator(s)or Court(s) or Tribunal(s) impacting the going concern status and future operations of theCompany.

20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

In the opinion of the Board your Company has in place an adequate system of internalcontrol commensurate with its size and nature of business. This system provides areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. The Board has appointed M/s Jagdish Chand & Co.Chartered Accountants as Internal Auditors of the Company for the financial year 2018-19and its audit reports are submitted directly to the Audit Committee of Board which reviewsand approves performance of internal audit function and ensures the necessary checks andbalances that may need to be built into the control system.

21. INDUSTRIAL RELATIONS

Paramount is an equal opportunities employer. The Company do not discriminate ongrounds of age gender colour race ethnicity language caste creed economic orsocial status or disability. We handle global preferences and mindsets of both internaland external customers.

The Company humbly acknowledges employee's contributions with best compensation andbenefits that appropriately reward performance. Pay revisions and other benefits aredesigned in such a way to compensate good performance of the employees of the Company andmotivate them to do better in future.

During the period under review your Company enjoyed healthy cordial and harmoniousrelationship with workers and employees at all levels.

22. RELATED PARTY TRANSACTIONS

During the financial year the Company has not entered into any materially significantrelated party contracts/ arrangements or transactions with the Company's promotersDirectors Management or their relatives which could have had a potential conflict withthe interests of the Company. All the contracts/arrangements or transactions entered intoby the Company with Related party(ies) are in conformity with the provisions of theCompanies Act 2013 and on an arm's length basis and do not attract the provisions ofSection 188 of the Companies Act 2013 and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

During the year 2018-2019 pursuant to Section 177 of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 all Related PartyTransactions were placed before the Audit Committee and also for the Board approvalwherever required. Prior/ omnibus approval of the Audit Committee is generally obtainedfor the transactions which are of a foreseen and repetitive nature and these transactionsare reviewed by the Audit Committee on quarterly basis.

The policy on Related Party Transactions as approved by Board is available at theCompany's website www.paramountcables.com.

The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withCompanies (Accounts) Rules 2014 is set out as "Annexure-B" to this report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances &to provide adequate safeguards against victimization of persons who may use suchmechanism. The Whistle Blower Policy has been posted on the website of the Company at www.paramountcables.com.

24. AUDITORS a) Statutory Auditors:

On the basis of the recommendations of the Audit Committee the Board of Directors ofthe Company has appointed P. Bholusaria & Co. Chartered Accountants (FirmRegistration No.: 000468N) as the statutory auditors of the Company to hold office for aperiod of five consecutive years from the conclusion of the 23rd Annual GeneralMeeting of the Company till the conclusion of the 28th Annual General Meetingto be held in the year 2022.

Your Company has received a certificate from M/s. P. Bholusaria & Co. CharteredAccountants confirming their eligibility to continue as Auditors of the Company in termsof the provisions of Section 141 of the Companies Act 2013 and the Rules framedthereunder.

Statutory Auditor's Report

There is no qualification reservation or adverse remark made by the Auditors in theirReports to the Financial Statements (both Standalone and Consolidated) for the financialyear ended 31st March 2019.

b) Cost Auditors

As per Section 148 read with Companies (Audit and Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 the Board of Directors of theCompany has appointed M/s. Jain Sharma & Associates Cost Accountants as the Cost

Auditor of the Company for the financial year 2019-2020 on the recommendations made bythe Audit Committee. The remuneration proposed to be paid to the Cost Auditor would beRs. 50000/- (Rupees Fifty Thousand only) and out of pocket expenses plus taxes. Theremuneration is subject to the ratification of the members in terms of Section 148 readwith Rule 14 of the Companies (Audit and Auditors) Rules 2014 and is accordingly placedfor your ratification.

The Company has received a letter from their firm to the effect that theirre-appointment would be within the limits prescribed under Section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified for such re-appointment within themeaning of Section 141 of the Companies Act 2013.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s.Abhishek Mittal & Associates Practicing Company Secretaries were appointed as theSecretarial Auditor of the Company for the financial year 2018-2019 to undertake theSecretarial Audit of the Company.

Secretarial Audit Report

The Secretarial Audit report for financial year 2018-2019 forms an integral part ofthis Annual Report as "Annexure-C" to the Board's Report. The Secretarial AuditReport does not contain any qualification reservation or adverse remark requiringexplanation or comments from the Board under Section 134(3) of the Companies Act 2013.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

The provisions are not applicable to the Company. Hence the Company is not required tomake expenditure on CSR and no CSR committee as prescribed under Companies (CorporateSocial Responsibility Policy) Rules 2014 has been formulated.

26. LOANS GUARANTEE(S) OR INVESTMENT(S)

During the year your Company has duly complied with the provisions of section 186 ofthe Companies Act 2013 and no loan and guarantee was granted by the Company under Section186 of the Companies Act 2013. The particulars of the investments made by the Company aregiven in the notes to the financial statements.

27. ENVIRONMENT HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources. As part of the legal responsibility and zero tolerance towardssexual harassment at the workplace a policy for prevention of Sexual Harassment has beenadopted by the Company.

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. An Internal ComplaintCommittee (ICC) has been set up in compliance with the said Act. During the year therewas no complaint lodged with the Internal Complaint Committee formed under "TheSexual Harassment of Women at Workplace.

28. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.

As required under Section 197(12) of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the detailsof the ratio of the remuneration of each director to the median employee's remunerationand such other details as prescribed therein are given in "Annexure-D" which isattached hereto and forms a part of the Directors' Report.

29. PARTICULARS OF EMPLOYEES

The Company is not required to make any disclosure under Section 197 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as noemployee is covered under the purview of the aforesaid Section/Rule.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is annexed as"Annexure-E" and forms part of this Report.

The Company constantly strives for maintenance and improvement in quality of itsproducts and entire Research & Development activities are directed to achieve theaforesaid goal.

31. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.

32. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (hereinafter referred to as "Listing Regulations") is provided in aseparate section and forms an integral part of this Report.

33. MEASURES TAKEN FOR REVIVAL AND REHABILITATION OF THE COMPANY

As stated above in this Report the Company has taken various steps to revive andrehabilitate the Company by restructuring its borrowings which reduced the interestliability substantially. Further with a view to augment funds and to finance the workingcapital requirements of the Company and to support its future growth plans thePromoters/Promoter Group have infused funds amounting to Rs. 25.94 Cr for strengtheningthe financial position of the Company by way of issue of 17000000 Equity Shares onpreferential basis.

The management is exploring possibilities of new investors in order to invest funds inthe Company for modernization expansion and strengthening the financial position of theCompany. The Company has also taken several measures to reduce its cost.

As a result of concerted and constant efforts of the promoters the Company is turningaround gradually and its bottom line results are improving substantially.

34. ISO CERTIFICATION

The Company holds ISO 9001:2015 and ISO 14001:2015 certifications for both of itsplants at Khushkhera Rajasthan and Dharuhera Haryana. In addition to this the Companyis certified by BASEC and LPCB for supply of its products in the European Market.

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

36. 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/ behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's website www.paramountcables.com.

The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and designated employees in their business dealings and inparticular on matters relating to integrity in the workplace in business practice and indealing with shareholders.

All the Board Members and the Senior Management Personnel have confirmed compliancewith the Code.

37. INSURANCE

All insurable interest of the Company including inventories buildings and plant &machinery are adequately insured.

38. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a) Issue of equity shares with differential rights as to dividend voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

c) Neither the Managing Director nor the Whole Time Director of the Company receivesany remuneration or commission from any of its subsidiaries.

39. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors are thankful to the Central and State Government DepartmentsOrganizations and Agencies for the continued guidance and co-operation extended by them.

The Directors wish to place on record their appreciation to all valuable stakeholdersviz. customers shareholders dealers vendors Banks and other business associates fortheir support. The Directors also acknowledge the unstinted commitment and valuedcontribution of all employees of the Company.

For and on behalf of the Board
Paramount Communications Limited
Place: New Delhi (Sanjay Aggarwal)
Date: 14th August 2019 Chairman & CEO