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Paramount Communications Ltd.

BSE: 530555 Sector: Engineering
BSE 10:35 | 30 Jun 10.99 0.01






NSE 10:29 | 30 Jun 10.95 -0.10






OPEN 11.29
52-Week high 24.60
52-Week low 9.63
P/E 26.17
Mkt Cap.(Rs cr) 213
Buy Price 10.90
Buy Qty 69.00
Sell Price 10.99
Sell Qty 772.00
OPEN 11.29
CLOSE 10.98
52-Week high 24.60
52-Week low 9.63
P/E 26.17
Mkt Cap.(Rs cr) 213
Buy Price 10.90
Buy Qty 69.00
Sell Price 10.99
Sell Qty 772.00

Paramount Communications Ltd. (PARACABLES) - Director Report

Company director report

to the members of

Paramount Communications Limited

Your directors are pleased to present the Twenty Seventh Annual Report on the Businessand operations of the Company together with the audited Financial Statements for the yearended march 31 2021.


The Company’s financialperformance for the year ended March 31 2021 is summarisedbelow:

Figure in ` / lakhs

Particulars Year ended 31.03.2021 Year ended 31.03.2020
Total Revenue including Other Income 52177 60889
Profit/ (Loss) before Interest Depreciation Tax and Exceptional items 1896 4770
i nterest 679 1030
Depreciation & Amortisation expenses 907 1105
Profit/(Loss) before Tax and Exceptional Items 310 2635
Tax Expenses - -
Profit/(Loss) after Tax and Exceptional Items 310 2635
Other comprehensive income 32 (21)
Total Net Profit/(Loss) for the year including other Comprehensive Income 342 2614

During the financial year ended 31st march 2021 your Company recorded totalrevenue 52177 lakhs as compared to the total revenue of 60889 lakhs recorded during theprevious financial st march 2020. the total netyearended31 Profit includingother comprehensive Income of the Company for the financial year ended 31st March 2021342 lakhs as against 2614 lakhs during previous year 2019-2020.

CONSOLIDATED FINANCIAL STATEMENT in accordance with the provisions of the act andlisting Regulations read with ind aS-110-consolidated Financial

Statement the consolidated audited financial forms part of the annual Report.

2. SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES the company does nothave any indian subsidiary company. However the company has the following direct whollyowned 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 a subsidiarycompany is "in administration" (as per UK laws) w.e.f. 28thFebruary 2014.


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

2) **AEI Power Cables Limited United Kingdom has ceased to trade and becamedormant w.e.f. 1st April 2017. The management of statement the Companyintends to keep the company in existence for use in foreseeable future as and whenrequired.

Financial Statements of Paramount Holdings limited cyprus is drawn in euro and aeiPower cables limited United Kingdom are drawn in Sterling Pound.

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 31stmarch 2021.

the company has no Joint venture with any other company in india or abroad.

there are no companies which have become or ceased to be subsidiary joint venture and/ or associate of the company during the financial year 2020-21.


During the Period under review your company does not propose to transfer funds to theReserves.


Your directors do not recommend declaration of any dividend for the financial year2020-2021.

5. FUTURE OUTLOOK the government announced a special comprehensive packageexceeding 20 lakh crores equivalent to 10% of India’s GDP under ‘Self-reliantIndia’ movement to revive the country’s economic activity. the economic packageis for different strata of the economy including industries mSmes common people with theaim to cover land labour and liquidity related issues. another notable initiative by thegovernment has been ‘make in india’ initiative which was launched globally inSeptember 2014 as a part of india’s renewed focus on manufacturing. the objective ofthe initiative is to promote india as the most preferred global manufacturing destination.

The government has announced an investment of 111 lakh crores over the next five yearsthrough National Infrastructure

Pipeline with an aim to kick-start economic growth of the country. This scheme has beenexpanded to cover 7400 projects across 23 sectors with 71% of the total capital outlaytargeted to augment energy road and highways railways and metros and urbaninfrastructure. With cables and wires providing crucial infrastructure to these sectorscable and wires industry will be one of the key beneficiaries of National i nfrastructurePipeline investments.

Further government schemes such as Ujwal Discomassurance

Yojana (UDAY) Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) Integrated PowerDevelopment Scheme (IPDS) and Pradhan Mantri Sahaj Bijli Har Ghar Yojana are likely toboost the growth of wires and cables in india. the government’s target of generationof 100 GW of solar energy by 2022 has also increased the demand for electrical wires andcables.

In addition the government’s ‘Smart City’ project is expected topromote large-scale growth in infrastructure telecom power generation T&Dengineering and automotive sectors. The budgetary allocation of 6000 crores towardsBharatNet is a step in the right direction and an outlay towards building and modernizingdigital infrastructure would have set the foundation for achieving accelerated growth andbridging the digital divide. Digital India BharatNet and introduction of 5G technologyin the mobile spectrum shall create substantial demand for Optical Fibre cables.Furthermore electric vehicles (EV) are expected to drive growth for cables and wiresindustry. Your company enjoys a strong competitive edge being among the top nationalplayers in telecom Railways and Power Sectors and is poised to leverage theseopportunities and initiatives.

Your company focuses on providing superior quality and timely delivery of its also strives to update its products as per evolving customer preferences. By leveragingits fundamental strength of possessing a majority of prominent customer approvals andpre-qualifications in the country along with strong brand recall the company aims topropel growth in its major business segments of Optical Fibre cables Railway Signallingcables Power cables etc.

Your Company’s healthy financial position offers it abundant scope to expand itscapacities. It remains dedicated to increase sales and profitability through expanding thereach of its product offerings. Your Company aims to harness relevant governmentinitiatives to drive future growth.


Global Pandemic -COVID-19 the Outbreak of coronavirus (cOViD-19) Pandemic globallyand in india has had an impact on almost all entities directly or indirectly causingsignificant disturbance and slowdown of economic activity. Business Operations and revenuehave been impacted due to cOViD-19.


Conversion of Warrants into Equity Share

During the year under review the company had issued and allotted 10050000 equityshares of face value of 2/- each consequent to conversion of warrants to the eligibleallottees from Promoter(s)/Promoter Group at an issue price of 9.81/-. An amountequivalent to 25% of the issue price viz 2.46/- per equity share/warrant was received atthe time of allotment of warrant.

accordingly the paid-up share capital of the company has increased from 184133965Equity Shares of face value of 2/- each to 194183965 Equity Shares of face value of 2/-each


a) Composition

i) Your Company’s Board has an optimum combination of Executive Non-executive andi ndependent Directors with two women Directors as per the requirements of Regulation 17of SEBI (listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBIListing Regulations’) as on date. The composition of the Board and the i ndependentDirectors of the company meet all the criteria mandated by SEBI Listing Regulations 2015and the companies act 2013.

ii) none of the Whole-time Key managerial Personnel (KMP) of the Company is holdingoffice in any other company as a Key managerial Personnel.

iii) 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 e for a fixed Requirements) Regulations 2015.

iv) None of the Director on the Board is a member of more than 10 committees or achairman of more than 5 committees across all listed companies in which he/ she is adirector. necessary disclosures regarding committee positions in other Public limitedcompanies as on march 31 2021 have been disclosed by all the Directors of thecompany.

b) Change in Director(s) and Key Managerial Personnel in accordance with theprovisions of the act and the company’s articles of association mr. Sanjay aggarwal(Din 00001788) Whole time Director of the company will retire by rotation at the ensuingAnnual General Meeting. The Board of Directors has recommended his re-appointment.

During the year the Board of Directors has approved the appointment of Ms. PraveenaKala as a Non-Executive i ndependent Director of the company for a period of five years interms of provisions of section 149 of the companies act 2013 which was further approvedby the shareholders of the company in their meeting held on 30.09.2020.

the company has received declarations from all the

Independent Directors of the Company confirming that:

i) they meet the criteria of independence prescribed under the act and the listingRegulations and

ii) they have registered their names in the i ndependent Directors’ Databank.

iii) They have also confirmed that they have complied with the Company’s Code ofBusiness Conduct & Ethics.

iv) In the opinion of the Board the Independent

Directors also possess the attributes of integrity expertise and experience asrequired to be disclosed under Rule 8(5) (iiia) of the companies (accounts) Rules 2014.

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 Mrs. Malini Gupta and offic term ofMrs.PraveenaKalaholds five (5) years and are not liable to retire by rotation.


Mr. Sanjay Aggarwal Chairman & CEO Mr. Sandeep Aggarwal managing Director mr.Shambhu Kumar agarwal chief Financial Officer and Ms. Rashi Goel Company Secretary &Compliance Officer are the Key Managerial Personnel of your company under the provisionsof Section 2(51) and Section 203 of the companies act 2013 read with companies(appointment and Remuneration of managerial Personnel) Rules 2014.


During the year 4 (Four) 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.

Pursuant to the requirements of Schedule iV to the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 separate meeting ofthe independent Directors of the company was also held on 11th February 2021without the presence of non-independent Directors and members of the management toreview the performance of non-independent Directors and the Board as a whole and also toassess the quality quantity and timeliness of flow of information between the Companymanagement and the Board.

11. PERFORMANCE EVALUATION in accordance with the provisions of the companies act2013 and SEBI Listing Regulations the performance of the Individual directors as well asthe entire Board is required to be formally evaluated annually. the evaluation processfocused on various aspects of the functioning of the Board and Committees such ascomposition of the Board and Committees experience and competencies performance ofspecific duties and obligations governance issues etc. Separate exercise was carried outto evaluate the performance of individual Directors on parameters such as attendancecontribution and independent judgement.


Your Directors state that :

i) in the preparation of the annual accounts for the year ended march 31 2021 theapplicable accounting standards read with requirements set out under Schedule iii to theact have been followed and there are no material departure from the same;

ii) 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 2021 and of the profit ofthe company for the year ended on that date;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;and their mitigations are covered

iv) the Directors have prepared the annual accounts on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

13. SECRETARIAL STANDARDS the company has followed applicable SecretarialStandards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors’and ‘General Meetings’ respectively.

14. NOMINATION AND REMUNERATION POLICY the company has devised a nomination andRemuneration Policy pursuant to Section 178 of the companies act 2013 and Regulation19(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(Specified in Part D of the Schedule ii) for selection of Directors’ and independenceand their remuneration. the appointment of Directors on the Board is subject to therecommendation of the Nomination and Remuneration Committee. The detailed Nomination &Remuneration Policy is also available on the website of the company under investor Relations Section.

15. ANNUAL RETURN in terms of the provisions of Section 134(3)(a) read with 92(3)of the companies act 2013 and the relevant rules made thereunder a copy of the annualreturn as prescribed under Section 92 of the companies act 2013 as amended shall be madeavailable on the website of the company under the link /uploads/2021/08/ Extract-of-a nnual-Return-2020-2021.pdf

16. RISK MANAGEMENT the company’s approach to addressing business risks iscomprehensive and includes periodic review of such risks and a framework for mitigatingcontrols and reporting mechanism of such risks. Your company periodically assesses therisk in the internal and external environment along with the cost of treating risk andincorporates risk treatment plans in its strategy business and operational plans.

Further details on the Risk management activities including in the key risksidentified management’s Discussion and analysis section which forms part of theannual Report.


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. Assurance to the Board on the effectiveness ofInternal Financial control through i nternal audit function and submission of internalaudit Report to the Audit Committee of Board which reviews and approves performance ofinternal audit function and ensures the necessary checks and balances that may need to bebuilt into the control system.


Paramount is an equal opportunities employer. the company does 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 employees’ contributions with best compensationand benefits 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.


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 thecompany 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 2020-2021 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 dealing with Related Party transactions as approved by Board is put up onthe Company’s website and can be accessed at

members may refer note 46 to the Standalone Financial Statement which sets out relatedparty disclosures pursuant to ind aS.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY the company has established a Vigilmechanism and a Whistle- Blower policy in accordance with provisions of the Act andlisting Regulations. the audit committee periodically review the complaints and incidentsif any. Protected disclosure can be made by a whistle blower through an e-mail or letterto the chairman of the audit committee. the Vigil mechanism and Whistle-blower policy isput up on the company’s website at


a) Statutory Auditors:

P. Bholusaria & Co. Chartered Accountants were appointed as statutory auditors ofthe company for a term of 5 (five) on August 17 2017. The Auditors have confirmed theyare not disqualified from continuing as Auditors of the company.

the notes on Financial Statement referred to in the Auditors’ Report areself-explanatory. The Auditors’ Report does not contain any qualificationreservation or adverse remark.

b) Cost Auditors

The Board has appointed M/s. Jain Sharma & Associates cost accountants as costauditors for conducting the audit of cost records of products of the company for thefinancial year 2021-22 under Section 148 of the act read with the companies (cost Recordsand audit) Rules 2014.

in accordance with the provisions of Section 148(1) of the act read with the companies(cost Records and audit) Rules 2014 the company has maintained cost records.

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. there are no qualificationsreservations or adverse remarks made by cost auditors in their Report for FY 2020-21.Further the cost audit Report for the FY 2019-20 was filed on September 23 2020 and forthe FY 2020-21 the Cost Audit Report to be filed within due date.

c) Secretarial Auditor

The Board had appointed Mr. Abhishek Mittal

Practicing company Secretary to conduct Secretarial Audit for the financial auditorhas the following observation in Form mR-3 enclosed as Annexure A: i. The Company hasfiled Form No. IEPF-1 and IEPF-4 after the due date i.e. beyond 30 days. ii. The Companyhas filed Form no. cRa-4 and Form DPt-3 with a declaration on the forms that the directorhas been authorized by the Board of Directors vide resolution no. 19 dated 14thAugust 2020. However the Board Meeting was held on august 14 2019.

Comments of Board of Directors:

Such lapses were happened due to technical glitches and typing error.

d) Annual Secretarial Compliance Report the annual Secretarial compliance Reportfor the financial year ended 31st march 2021 on compliance of all applicableSEBI Regulations and circulars/ guidelines issued thereunder was obtained from nitinGupta Company Secretary in Whole Time Practice and submitted to the stock exchange. TheBoard of Directors reviewed the Secretarial compliance Report and comments that thedelayed compliance of regulation 17 (1) (c) of SEBI LODR was due to the prevalent cOViD-19situation.


During the year under review there were no instances of fraud reported by the auditors.


Over the years the company has focused on several corporate social responsibilityprogrammes like empowering children and Women Blood Donation Camps Promoting Health& Sanitation and Nurturing Communities. However the provisions of the act related tocSR andcompanies (corporate Social Responsibility Policy) Rules 2014 are not applicableto the company.


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.

25. SEXUAL HARASSMENT POLICY HEALTH AND SAFETY the company is conscious of theimportance of environmentally clean and safe operations. the company’s policyrequires conduct of operations in such a manner so as to ensure safety of allconcerned compliances of environmental regulations and preservation of natural resources.As part of the legal responsibility and zero tolerance towards sexual harassment at theworkplace a policy for prevention of Sexual Harassment has been adopted 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 in place a policy which mandates no tolerance against any conduct amounting to sexualharassment of women at workplace. the company has constituted internal committee toredress and resolve any complaints arising under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) act 2013. During the year there was nocomplaint lodged with the Internal Complaint Committee formed under "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) act 2013".

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES as required under Section197(12) of the act read with Rule 5 (1) of the companies (appointment and Remuneration ofmanagerial Personnel) Rules 2014 the details of the ratio of the remuneration of eachdirector to the median employee’s remuneration and such other details as prescribedtherein are given in "Annexure-B" which is attached hereto and forms apart of this Report.

in terms of the provisions of Section 197 (12) of the act read with Rules 5(2) and 5(3)of the companies (appointment and Remuneration of managerial Personnel) Rules 2014 noemployee is covered under the purview of the aforesaid Section/Rule.


During the year under review the proceeds from conversion of warrants into equalnumber of equity shares to Promoter/Promoter

Group have been utilized as per the objects / purpose of the preferential allotment asstated in the Explanatory statement of the Postal Ballot Notice dated 08.11.2019 of theCompany and there were no deviation in the utilization of proceeds. The details ofutilization of proceeds are as under:

Original Object Modified Object if any Original Allocation ( ) Modified allocation if any Funds Utilised Amount of Deviation/ Variation if any
The Company has utilized the funds for Capital Expenditure for expansion and modernization of Business Activities working Capital Requirement and R & D Expenditure not applicable 7.38 cr. not applicable 7.38 cr. not applicable

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO the information pertaining to conservation of energy technology absorptionForeign Exchange Earnings and Outgo as required under Section 134(3)(m) of the companiesact 2013 read with Rule 8(3) of the companies (accounts)

Rules 2014 is annexed as "Annexure C" and forms part of this Report.the company constantly strives for maintenance and improvement in quality of its productsand entire Research & Development activities are directed to achieve the aforesaidgoal.

29. CORPORATE GOVERNANCE the company is committed to adheres to the corporate

Governance requirements set out by the Securities and Exchange Board of India("SEBI"). The report on Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report. The requisite certificate from Auditors ofthe Company confirming compliance conditions of Corporate Governance is attached to thereport on Corporate Governance.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT the management Discussion andanalysis Report on the operations of the Company as required under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (hereinafter referred to as"Listing Regulations") is provided in a separate section and forms an integralpart of this Report.

31. ISO CERTIFICATION the company holds iSO 9001:2015 and iSO 14001:2015certifications for both of its plants at Khushkhera Rajasthan and Dharuhera Haryana. inaddition to this the company is certified by BASEC and LPCB for supply of its products inthe european market.

32. INSURANCE all insurable interest of the company including inventoriesbuildings and plant & machinery are adequately insured.


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) Details relating to deposits covered under chapter V of the act.

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

c) issue of shares (including sweat equity shares) to employees of the company underany scheme.

d) neither the managing Director nor the Whole time Director of the company receivesany remuneration or commission from any of its subsidiaries.

e) No significant or material orders were passed by the Regulators or courts ortribunals which impact the going concern status and company’s operations in future.

f) there has been no change in the nature of business of the company.

g) transfer of unclaimed/unpaid amount to investor education and Protection Fund

h) Details of application made or any proceedings pending the under the Insolvency andBankruptcy Code 2016. with the

i) Details of money accepted from Directors.

j) details of difference between amount of the valuation done at the time of one-timesettlement and the valuation done while taking loan from the Banks or Financialinstitutions along with the reasons thereof.


The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the government and regulatory authorities banks customers vendors and membersduring the year under review.

For and on behalf of the Board
Paramount Communications Limited
(Sanjay Aggarwal)
Place: New Delhi Chairman & CEO
Date: 10.08.2021 (Din-00001788)