Your Directors have pleasure in presenting the 34th Annual Report of your Companytogether with the business operations for the year ended 31st March 2019.
Your Company's performance during the year as compared with that during the previousyear is summarized below:
| || ||(Figures in Rs. lakhs) |
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Sales and other Income ||2190.92 ||2133.56 |
|Profit before Depreciation Interest Exceptional Items ||444.27 ||484.71 |
|Extraordinary Items and Tax || || |
|Depreciation ||142.55 ||171.54 |
|Interest and Finance Charges ||250.37 ||282.40 |
|Profit before Tax ||51.35 ||30.77 |
|Net Profit/Loss ||(12.77) ||3.67 |
|Re Measurement of net defined benefit plan(Net of tax) ||12.33 ||2.55 |
|Balance carried forward to the Balance Sheet ||(0.43) ||6.22 |
* Previous year's figures have been regrouped / reclassified wherever necessary toconfirm to the current year presentation.
INDIAN ACCOUNTING STANDARDS
The financial statements for the financial year 2018-19 have been prepared inaccordance with the applicable Indian Accounting Standards (INDAS) and the correspondingfigures for the previous year have been restated as per INDAS for the purpose ofcomparison.
PERFORMANCE DURING THE YEAR
Sales and other Income of the Company for the year is Rs. 2190.92 lakhs as compared toRs. 2133.56 lakhs in the previous year showing an increase of 2.68%. PBDIT has shown adecrease of 8.3%. Company has incurred a loss after tax amounting to Rs. 12.76 lakhs incomparison to a marginal profit last year. Company forecasts a better performance in thecurrent fiscal year.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the financialyear 2018-19.
The Board of Directors has decided to conserve the profit and has decided not topropose any dividend on Equity shares this financial year.
The paid up Equity Share Capital as on March 31 2019 stood at Rs.485.50 Lakhs. Duringthe year under review the Company has not issued shares with differential voting rightsnor has granted any stock option or sweat equity. As on March 31 2019 none of theDirectors of the Company hold instruments convertible into equity shares of the Company.
The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 read with The Companies (Acceptance of Deposits) Rules 2014.
TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to the General Reserve.
MATERIAL CHANGS AND COMMITMENTS
There have been no material changes and commitments affecting financial positionbetween end of the financial year and the date of the report.
EXTRACT OF ANNUAL RETURNS
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure -I in the prescriber Form MGT-9 which forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Aartii Topiwaala who was appointed as non-executive promoter Director of theCompany on September 28th 2019 as a director liable to retire by rotation is eligible forre-appointment and has tendered her willingness to be re-appointed.
Pursuant to Section 149(10) and other applicable provisions the term of all theIndependent Directors of the Company comes to an end during the financial year 2018-19.Mr. Shishir B. Desai Mr. V.N. Mehta and Mr. Mukesh Kumar Tyagi being eligible forre-appointment have tendered their willingness to be re-appointed as Independent Directorsof the Company. The Company has received declarations from all the Independent Directorsof the Company confirming that they meet the criteria of independence as prescribed bothunder the Companies Act and SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015. Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 the performance evaluation ofIndependent Directors was completed. The performance evaluation of Chairman and theNon-Independent Directors was carried out by the Independent Directors. The Board ofDirectors expressed their satisfaction with the evaluation process.
The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are formingpart of the Corporate Governance Report.
The details of following committees of the Board are provided in the CorporateGovernance Report.
a) Audit Committee
b) Nomination and Remuneration Committee
c) Share Transfer Committee
d) Stakeholders Relationship Committee
e) Risk Management Committee
f) Independent Director Committee
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are 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 theprofits of the Company for that period;
c) they have 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
During the year M/s Dagliya & Co. Chartered Accountant Bengaluru (FRN: 0671S) hadresigned from the post of Statutory Auditors and M/s. PARY & CO. CharteredAccountants Surat (FRN: 007288C) was appointed as Statutory Auditor of the Company tofill the casual vacancy. The Board of Directors recommends their appointment for a term offive years from the conclusion of the Ensuing Annual General Meeting till succeeding fifthAnnual General Meeting. They have confirmed their eligibility to the effect that theirappointment if made would be within the prescribed limits under the Companies Act 2013and that they are not disqualified for appointment.
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
SECRETARIAL STANDARD OF ICSI
The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2issued by the Institute of Company Secretaries of India relating to Meeting of Board ofDirectors and General Meetings respectively have been duly complied with.
Pursuant to provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s. S.M Thanki & Co. a firm of CompanySecretaries (C P No. 18155) to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is included as an Annexure II forming part of this AnnualReport.
There is no Secretarial Audit qualification for the year under review.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the performance evaluation of IndependentDirectors was completed. The performance evaluation of Chairman and the Non IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with the evaluation process.
The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are formingpart of the Corporate Governance Report.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securities Exchange Board ofIndia (SEBI). The report on Corporate Governance as stipulated under the SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 is presented in a separate sectionforming part of the Annual Report. The requisite certificate from the Practicing CompanySecretary M/s. S.M Thanki & Co. confirming compliance with the conditions ofCorporate Governance as stipulated under the SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015 in a separate section forming part of the Annual Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
A separate meeting of Independent Directors was held on February 14 2019 withoutpresence of non-Independent Directors. In accordance with the SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 the following matters were inter alia reviewedand discussed in the meeting:
Performance of Non-independent Directors and the Board of Directors as a whole.
Performance of the Chairman of the Company taking in to consideration the viewsof Executive and Non-Executive Directors.
Assess the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to electively andreasonably perform their duties.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder The SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 ispresented in a separate section forming part of the Annual Report.
POLICIES OF THE COMPANY
The Board of Directors has framed the following policies. The details of these policiesare explained in the Corporate Governance Report.
a) Code of Conduct
b) Risk Management Policy
c) Policy for selection of Directors and Performance Evaluation
d) Remuneration Policy for Directors Key Managerial Personnel and Other Employees
e) Whistle Blower Policy f) Related Party Transactions
Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013:
As required under the above mentioned Act we report that in the year 2018-19 no caseof sexual harassment of women was filed under the said Act.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had entered into contract / arrangement / transactionwith related parties which could not be considered material in accordance with the policyof the Company on materiality of Related Party transactions. Your Directors draw attentionof the members to Note 7 to the financial statement which sets out related partydisclosures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Audit Committee of the Board and to the ManagingDirector of the Company. The Internal Audit Department monitors and evaluates the efficacyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies at all locations of the Company. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars required in terms of the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is appended as Annexure to this Report. In terms of Section136 of the Companies Act 2013 the reports and accounts are being sent to the members andothers entitled thereto.
1) Your Directors state that no disclosure or reporting is required in respect to theDeposits covered under Chapter V of the Companies Act 2013 and rules made thereunder asthere were no transactions on these items during the year under review.
2) 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.
3) Number of Meetings of the Board
The details of the number of meetings of the Board held during the financial year2018-19 forms part of the Corporate Governance Report.
4) Explanations or comments by the Board on every qualification reservation oradverse remark or disclaimer made under the Auditors Report and Secretarial Audit Report
The Auditors Report and Secretarial Audit Report do not contain any qualificationreservation or adverse remark.
5) Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to Financial Statements.
6) Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the prescribed form; The Particulars of contracts orarrangements with related parties referred to in sub-section (1) of section 188 and Rule 8of the Companies (Accounts) Rules 2014 in Form AOC-2 is appended as an Annexure 2to this Report.
7) The amounts which it proposes to carry to any reserves NIL
8) Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the Report NIL
9) The Conservation of Energy Technology Absorption Foreign Exchange Earnings andOutgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013 isappended as Annexure 3 to this Report.
Your Directors wish to take this opportunity to express their appreciation andgratitude for the continued support extended by its Customers Investors PartnersVendors Financial Institutions Bankers Suppliers and various Government and StatutoryAuthorities for the Company's growth.
Your Directors also express sincere appreciation for the commitment and dedicatedservices rendered by each employee of the Company at all levels.
|Registered Office: ||By Order of the Board || |
|A-1/2211 III Phase G I D C ||Paramount Cosmetics (India) Limited || |
|Vapi Gujarat-396195 || || |
|CIN: L24240GJ1985PLC008282 || || |
|Place: Bangalore ||Hiitesh Topiiwaalla ||Mukesh Kumar Tyagi |
|Date: 14.08.2019 ||Managing Director ||Director |