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Paras Defence and Space Technologies Ltd.

BSE: 543367 Sector: Engineering
NSE: PARAS ISIN Code: INE045601015
BSE 00:00 | 09 Dec 618.25 -1.90
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NSE 00:00 | 09 Dec 618.05 -1.95
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OPEN 616.20
PREVIOUS CLOSE 620.15
VOLUME 13994
52-Week high 811.35
52-Week low 524.30
P/E 70.90
Mkt Cap.(Rs cr) 2,411
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 616.20
CLOSE 620.15
VOLUME 13994
52-Week high 811.35
52-Week low 524.30
P/E 70.90
Mkt Cap.(Rs cr) 2,411
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Paras Defence and Space Technologies Ltd. (PARAS) - Director Report

Company director report

Dear Members

The Directors of your Company are pleased to present 13th Annual Report on the businessand operations of the company along with the Audited Standalone and Consolidated FinancialStatements for the financial year ended on March 31 2022.

1. HIGHLIGHTS OF FINANCIAL RESULTS

(Rs in Lakhs)

Standalone

Consolidated

Particulars For the year ended March 31 2022 For the year ended March 31 2021 For the year ended March 31 2022 For the year ended March 31 2021
Revenue from Operations 18000.01 13279.69 18256.24 14332.99
Other Income 300.86 132.87 297.17 127.55
Total Income 18300.87 13412.56 18553.41 14460.54
Less: Expenditure 14661.62 11226.94 14895.68 12199.53
Profit Before Taxation 3639.25 2185.62 3657.73 2261.01
Income tax 1008.01 723.65 1009.46 728.57
Deferred Tax (59.62) (46.15) (59.88) (46.17)
Net Profit after Tax 2690.86 1508.12 2707.73 1578.61
Other Comprehensive Income(Net of tax) 0.79 (31.33) 0.33 (30.94)
Total Comprehensive Income for the year 2690.07 1539.45 2708.06 1609.55

2. UPDATE ON INITIAL PUBLIC OFFER

The shareholders of the Company are hereby informed during the year under review theCompany had filed its Draft Red Herring Prospectus (DRHP) with SEBI on March 8 2021 andsimultaneously filed In-Principal Approval application with the Stock Exchanges (i.e. BSELimited [BSE] and National Stock Exchange of India Limited [NSE]) where the securitieswere proposed to be listed. Accordingly the Company received In-principal approval fromBSE and NSE on March 31 2021 and May 11 2021 respectively.

Further as mentioned in the DRHP the Company completed the Pre-IPO placement by way ofprivate issue of 2552598 equity shares aggregating to H 3440.16 Lakhs and as agreedthis amount was utilized for redemption of Optionally Convertible Preference Shares of theCompany. Pursuant to this issue of securities the size of the IPO had not been reduced.However due to change in the capital structure and other financial chapters post filingof DRHP the Company filed an Updated DRHP with SEBI and subsequently filed the RedHerring Prospectus with ROC and SEBI on September 13 2021. The offer was made of9758776 equity shares for cash at price of H 175 per equity share (including a premiumof H 165 per equity share) aggregating to H 17077.85 Lakhs comprising of a fresh issue of8034286 equity shares aggregating to H 1406.00 Lakhs and offer for sale of 1724490equity shares aggregating to H 3017.85 Lakhs by the selling shareholder.

The Anchor book of the issue was opened on September 20 2021 and for general publicit was opened from September 21 2021 to September 23 2021. The basis of allotment wasfinalized on September 29 2021 and the Company received the listing and trading approvalon September 30 2021. The Company's Equity Shares got traded on BSE Limited and NationalStock Exchange of India Limited w.e.f. October 1 2021.

3. STATE OF COMPANIES AFFAIRS/FINANCIAL PERFORMANCE

The Company has earned revenue from operation of H 18000.01 Lakhs during the yearended on March 31 2022 as against H 13279.69 Lakhs earned during the previous year endedon March 31 2021. The Company has also earned other income of H 300.86 Lakhs during theyear under review as against H 132.87 Lakhs earned during the previous year.

The outbreak of Corona Virus (COVID 19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The Company has evaluatedimpact of this pandemic on its business operations and based on its review and currentindicators of future economic conditions there is no significant impact on its financialstatements.

4. TRANSFER TO RESERVES

The Company has not transferred any amount out of the current year profits of theCompany for the financial year 2021-22 to General Reserve Account.

5. DIVIDEND AND TRANSFER TO IEPF

The Board of Directors has not recommended any dividend on equity shares for thefinancial year 2021-22. The Company was not required to transfer any unpaid / unclaimedamount of dividend to IEPF during the financial year ended March 31 2022.

The Company has in place a Dividend Distribution Policy in accordance with Regulation43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthe same is available on the Company's website at https://www.parasdefence.com/policies/.

6. CHANGE IN THE NATURE OF BUSINESS

There are no changes in the nature of business during the Financial Year ended March31 2022.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes affecting the financial position of the Companybetween the end of the Financial Year of the Company to which the Financial Statementsrelate and to the date of Report.

8. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has not granted any loans and guarantee to any persons or body corporate.The details of investments made as covered under the provisions of Section 186 of theCompanies Act 2013 forms part of notes to the Standalone Financial Statements of theCompany.

9. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

10. CONSOLIDATED FINANCIAL STATEMENTS

As per Section 129(3) of Companies Act 2013 the Company has prepared a consolidatedfinancial statement of the Company along with its subsidiaries. The Company will providea copy of separate audited financial statements in respect of its Wholly- owned subsidiaryto any shareholder of the Company who asks for it and the said annual accounts will alsobe kept open for inspection at the Registered Office of the Company and that of theWholly-owned subsidiary company at the Registered Office during the business workinghours.

11. DETAILS OF SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES

A. SUBSIDIARIES

As on March 31 2022 the Company had 4 (four) subsidiaries out of which 3 (three) areIndian subsidiaries and 1 (One) Foreign subsidiary.

The details of the Subsidiaries are as follows:

Sr. . Name of the Company No. Date of Incorporation
1. Paras Green Optics Private Limited (Indian Wholly Owned Subsidiary) 29/10/2018
2. Paras Aerospace Private Limited (Indian Subsidiary) 13/02/2019
3. Paras Anti-Drone Technologies Private Limited (Indian Subsidiary) 25/02/2019
4. Opel Technologies PTE. Limited (Foreign Wholly Owned Subsidiary) 02/01/2019

B. ASSOCIATE COMPANIES

As on March 31 2022 there is 1 (One) Associate company within the meaning of Section2(6) of the Companies Act 2013.

The details of the Associate Company are as follows:

Sr. . Name of the Company No. Date of Incorporation
1. Krasny Paras Defence 10/11/2021
Technologies Private Limited

C. JOINT VENTURE

As on March 31 2022 there are no Joint Ventures within the meaning of Section 2(6) ofthe Companies Act 2013.

12. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARYCOMPANIESAND THEIR CONTRIBUTIONTO OVERALL PERFORMANCE OF THE COMPANY

The consolidated financial statements of the company forms a part of this AnnualReport. A Statement containing salient features of the financial statement of subsidiariespursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules 2014 in the prescribed Form AOC-1 are enclosed as Annexure - 1 to thisreport.

13. SHARE CAPITAL

A. Authorized share capital

Sr. Date of Approval No. from Shareholders Particulars

Revised Authorized Share Capital

From To
1. July 17 2021 Re-classification of the authorized share capital Rs 605000000 divided into 30510000 Equity Shares of Rs 10 each and 2999000 Preference Shares of Rs 100 each Rs 605000000 divided into 50920000 Equity Shares of Rs 10 each and 958000 Preference Shares of Rs 100 each

B. Issued Subscribed and Paid-up Share Capital-

During the period under review following allotment of securities have been made by theCompany:

Sr. . . Particulars No. Date of Allotment Type of Securities No. of Securities Face Value Premium Details
1. Private Placement 26/04/2021 Equity Shares 400000 10 115 Allotment of 400000 to Mr. Mukul Agrawal an Indian Individual Investor Equity Shares on private placement Basis
2. Redemption of Optionally Convertible Preference Shares 26/04/2021 0.01% Optionally Convertible Preference Shares 439000 100 14.40 Redemption of 439000 Optionally Convertible Preference Shares out of the proceeds of the fresh issue and internal accruals.
3. Private Placement 29/07/2021 Equity Shares 712598 10 150 Allotment of 712598 Equity shares on private placement Basis
4. Redemption of Optionally Convertible Preference Shares 29/07/2021 0.01% Optionally Convertible Preference Shares 958000 100 19.25 Redemption of 958000 Optionally Convertible Preference Shares out of the proceeds of the fresh issue and internal accruals.
5. Issuance of Equity shares in the IPO of the Company 29/09/2021 Equity Shares 9758776 10 165 comprising of a fresh issue of 8034286 Equity Shares aggregating to H 1406000050 and an offer for sale by some existing shareholders of 1724490 Equity Shares aggregating to H 301785750

14. BONUS SHARES/ EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS/ESOP/SWEAT EQUITY

During the year under review the Company has not issued any equity shares withdifferential voting rights nor has granted any stock options or sweat equity.

As on March 31 2022 none of the Directors of the Company hold instruments convertibleinto equity shares of the Company.

15. ISSUE OF DEBENTURES BONDS AND ANY OTHER NON-COVERTIBLE SECURITIES/WARRANTS

During the year under review the Company has not issued any debentures bonds and anyother non-convertible securities nor Company has issued any warrants.

16. CREDIT RATING

The details of credit rating obtained from ICRA during the financial year are as under:

Sr. Instrument Type No. Size of Issue (Rs in Crore) Rating / Outlook Rating Action
1. Cash Credit 24.00 [ICRA]A- (Stable) Assigned
2. Cash Credit 25.00 [ICRA]A- (Stable) Assigned
3. Term Loan 7.52 [ICRA]A- (Stable) Assigned
4. Term Loan 8.00 [ICRA]A- (Stable) Assigned
5. Term Loan 6.48 [ICRA]A- (Stable) Assigned
6. Invoice Discounting 5.00 [ICRA]A2+ Assigned
7. BG & LC 14.00 [ICRA]A- (Stable) /[ICRA]A2+ Assigned
8. BG & LC 20.00 [ICRA]A- (Stable) /[ICRA]A2+ Assigned
TOTAL 110.00

17. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to theFinancial Statements. The Board reviews the internal control systems at regular intervalsinternally the adequacy of internal audit function and significant internal auditfindings with the management and update the same to the Audit Committee for their reviewand recommendation to the Board.

18. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declarations and disclosures from the IndependentDirectors under Section 149(7) and Section 184(1) of the Companies Act 2013 stating thatthey meet the criteria of independence as laid down in Section 149(6) of the CompaniesAct 2013 and under the applicable provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and disclosing their interest in form MBP-1.All the Directors have certified that the disqualifications mentioned under sections 164167 and 169 of the Companies Act 2013 do not apply to them. The Independent Directorshave complied with the Code for Independent Directors prescribed in Schedule IV to theAct.

The Board of the Company has taken the disclosures on record after verifying the dueveracity of the same. In the opinion of the Board all the Independent Directors possessthe integrity expertise and experience including the proficiency required to beIndependent Directors of the Company fulfill the conditions of independence as specifiedin the Act and the SEBI Listing

Regulations and are independent of the management and have also complied with the Codefor Independent Directors as prescribed in Schedule IV of the Act.

The Directors and the senior management personnel have affirmed compliance with theCode of Conduct for Directors and Senior Management Personnel.

19. DETAILS OF KEY MANAGERIAL PERSONNEL AND DIRECTORS

KEY MANAGERIAL PERSONNEL (KMP)

There were no Changes in Key Managerial Personnel of the Company during the year.Following are the KMP's of the Company as on the end of the financial year

Name of KMP Designation
Mr. Munjal Sharad Shah Managing Director
Mrs. Shilpa Mahajan Whole Time Director
Mr. Harsh Bhansali Chief Financial Officer
Mr. Ajit Sharma Company Secretary &
Compliance Officer

DIRECTORS

Re-appointment

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Sharad Virji Shah (Din: 00622001) Directorretires by rotation at the forthcoming Thirteenth Annual General Meeting and beingeligible has offered himself for re-appointment.

BOARD OF DIRECTORS AND ITS MEETINGS

Composition of Board of Directors

There were no Changes in Key Managerial Personnel of the Company during the year. Thecomposition of Board of Directors of the Company as on March 31 2022 is as follows:

Sr. . Name of Director No. DIN Category Period of Appointment
1. Mr. Sharad Virji Shah 00622001 Promoter Non-Executive NonIndependent Director Five years commencing from September 28 2018 to September 27 2023
2. Mr. Munjal Sharad Shah 01080863 Promoter Managing Director Five years commencing from March 15 2019 to March 14 2024
3. Mrs. Shilpa Amit Mahajan 01087912 Whole-Time Director Five years commencing from September 28 2018 to September 27 2023
4. Mr. Sunil Kumar Sharma 03614952 Non-Executive Independent Director Five years commencing from January 08 2019 to January 07 2024
5. Mr. Manmohan Handa 06942720 Non-Executive Independent Director Five years commencing from January 8 2019 to January 07 2024
6. Dr. Hina Amol Gokhale 08712659 Non-Executive Independent Director Five years commencing from April 01 2020 to March 31 2025
7. Mr. Suresh Katyal 08979402 Non-Executive Independent Director Five years commencing from January 05 2021 to January 04 2026

NUMER OF BOARD MEETING(S)

During the financial year 2021-22 the Board met 13 (Thirteen) times i.e. on:

Sr. . Date of Board Meetings No.
1 April 23 2021
2 May 24 2021
3 July 06 2021
4 July 15 2021
5 August 12 2021
6 August 25 2021
7 September 13 2021
8 October 18 2021
9 November 12 2021
10 January 29 2022
11 February 09 2022
12 March 17 2022
13 March 31 2022

The maximum interval between any two meetings did not exceed 120 days.

Details of the meetings of the Board along with the attendance of the Directors thereinhave been disclosed as part of the Corporate Governance Report which is enclosed asAnnexure - 2.

20. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

The details pertaining to the composition terms of reference and other details of theAudit Committee of the Board of Directors of your Company and the meetings thereof heldduring the financial year are given in the Report on Corporate Governance forming part ofthis Annual Report.

The recommendations of the Audit Committee in terms of its Charter were consideredpositively by the Board of Directors of your Company from time to time during thefinancial year.

II. OTHER COMMITTEES

The details of other Committees of the Board are given under the Report on CorporateGovernance section forming part of this Annual Report and the list of committees of theBoard is also available on the website of the Company viz. www. parasdefence.com

21. COMPLIANCE WITH SECRETARIAL STANDARD

During the period from April 01 2021 to March 31 2022 the Company complied with theSecretarial Standard - 1 and Secretarial Standard - 2 issued by the Institute of CompanySecretaries of India.

22. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

Company's Sustainability Environment Social and Governance Reporting is providedseparately as part of the Annual Report.

The annual report on CSR including a brief outline of the CSR Policy and the activitiesundertaken during the year under review is enclosed as Annexure - 3 to this Report. TheCSR policy is available at https://www.parasdefence.com/Investors/Policies.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with related parties are in the ordinary course of business and onarm's length basis. The details of the transactions entered into between the Company andthe related parties under Section 188 of the Companies Act 2013 are given in AOC-2 isenclosed as Annexure - 4 to this report.

The Disclosures as required under Indian Accounting Standard - 24 (Ind AS-24)"Related Party Disclosures" notified under Rule 7 of the Companies (Accounts)Rules 2014 have been provided in Notes forming part of the Standalone FinancialStatements.

24. PARTICULARS OF REMUNERATION OF DIRECTORS KMP AND EMPLOYEES AND DISCLOSURES INBOARD'S REPORT

The information required under Rule 5 (2) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in this Report. In terms offirst proviso to Section 136 of the Act the Report and Accounts are being sent to themembers excluding the certain information covered under aforesaid Annexure. Any memberinterested in obtaining the same may write to the Company Secretary at the RegisteredOffice of the Company. None of the employees listed in the said Annexure - 5 is related toany Director of the Company.

The disclosure on remuneration of Directors Key Managerial Personnel and employees asrequired under the Companies Act 2013 and Rules made thereunder is enclosed as Annexure -5 to this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34(2)(e) and schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) aManagement Discussion & Analysis Report is enclosed as Annexure - 6 to this Report.

26. BOARD EVALUATION

Pursuant to provisions of section 134(3)(p) of the Act read with Rule 8(4) of theCompanies (Accounts) Rules 2014 and in terms of framework of Nomination and RemunerationPolicy the Nomination and Remuneration Committee and Board of Directors have carried outannual performance evaluation of the Directors.

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

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is enclosed as Annexure - 7 to this report.

28. AUDITORS

I. Statutory Auditors

M/s. Chaturvedi & Shah LLP Chartered Accountants Mumbai (Firm Reg No.: 101720W /W100355) had been appointed as Statutory Auditor of the Company for a term of 5 years fromthe conclusion of 09th Annual General Meeting until the conclusion of the Annual GeneralMeeting for the Financial Year 2022-23 on such terms and conditions and remuneration asmay be decided by the Board from time to time.

II. Cost Auditor

M/s. Dinesh Jain & Company Cost Accountant Mumbai (Firm Reg. No: 100583) has beenproposed to be re-appointed as Cost Auditor for the Financial Year 2021-22. The Companyhas maintained cost records as per the applicable provisions of the Companies Act 2013 orany other applicable Act.

III. Secretarial Auditors

M/s. Sawant & Associates Practicing Company Secretary had been re-appointed asSecretarial Auditor of the Company for the Financial Year 2021-22. The secretarial auditreport in form MR-3 as issued by them is enclosed as Annexure - 8 to this Report. Thecomments provided by them are selfexplanatory and hence does not require comments from theBoard.

IV. Internal Auditor

M/s. Shaparia Mehta & Associates LLP Independent Chartered Accountant Firm hasbeen re-appointed as its Internal Auditor for conducting the internal audit functions ofthe Company and submitted their report thereon for the financial year 2021-2022 to theBoard and committee for its review.

29. STATUTORY AUDITORS' REPORT

The Auditors' Report on the Financial Statements (Standalone and Consolidated) of theCompany for the year under review "with an unmodified opinion" as given by theStatutory Auditors is disclosed in the Financial Statements forming part of this AnnualReport. The Auditors' Report is unmodified and there are no qualifications or adverseremarks in their Report. Also no frauds in terms of the provisions of Section 143(12) ofthe Act have been reported by the Statutory Auditors in their report for the year underreview.

30. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications reservations or adverse remarks made by the Auditors(Statutory Auditors and Secretarial Auditors) in their report. Hence no comments areoffered by the Board of Directors.

31. ANNUAL RETURN

In compliance with Section 134(3) of the Act the Annual Return of the Company in theprescribed format is available on the website of the Company at www.parasdefence.com.

32. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Directors based on therepresentations received from the operating management and after due enquiry confirmthat:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year March 31 2022 andof the profit of the Company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

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

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

33. HUMAN RESOURCES / INDUSTRIAL RELATIONS INCLUDING NUMBER OF PEOPLE EMPLOYED

Your Company provides regular training to employees to improve skills. Your company hasput in place a performance appraisal system that covers all employees. Your Company had182 permanent employees as on March 31 2022 while the count was 179 as on March 31 2021.

34. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Act andas stipulated under the SEBI Listing Regulations. A separate section on corporategovernance under the SEBI Listing Regulations along with the certificate from thePracticing Company Secretary confirming the compliance is enclosed as Annexure - 2 ofthis report.

35. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

Your Company has adopted a policy relating to appointment of Directors payment ofmanagerial remuneration Directors qualifications positive attributes independence ofDirectors and other related matters as provided under section 178 (3) of the CompaniesAct 2013.

36. RISK MANAGEMENT POLICY

In line with regulatory requirements the Company has framed risk management policy toidentify and access with the regulatory risk areas and a risk mitigation process. Adetailed exercise is being carried out at regular interval to identify evaluate manageand monitor all business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined frame work.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a healthy environment to all the employees and thusdoes not tolerate any sexual harassment at workplace. The Company has in place"Policy on prevention Prohibition and Redressal of Sexual Harassment." Thepolicy aims to provide protection to employees at the workplace and preventing andredressing complaints of sexual harassment and it covers matters connected or incidentalthereto. The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

During the year under review the Company has not received any compliant of sexualharassment.

38. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to Section 177(9) read with Regulation 22 of the SEBI Listing Regulationsyour Company has duly established Whistle

Blower Policy /Vigil Mechanism Policy ("Policy") to report to the managementinstances of unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. Functioning of the Policy is reviewed by the Audit Committee / Board onperiodical basis. During the financial year ended March 31 2022 the Company has notreceived any complaint under the Whistle Blower Policy of the Company.

39. CODE OF CONDUCT

The Board of Director has approved a Code of Conduct which is applicable to the membersof the Board of Directors and Senior Management Personnel. It is confirmed that allDirectors and Senior Management Personnel have affirmed their adherence to the provisionsof the Code of Conduct during the financial year 2021-22.

40. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Act and provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has adopted the followingPolicies. The policies are available on Company's website - https://www.parasdefence.com/policies/

41. BUSINESS RESPONSIBILY REPORT

The Business Responsibility Report as stipulated under Regulation 34(2) of SEBI(Listing Obligation And Disclosure Requirements) Regulations 2015 is enclosed as Annexure- 9 to this report.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year there were no significant material orders passed by the Regulators /Courts / Tribunals which would impact the going concern status of the Company and itsfuture operations.

43. ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicatedservice and firm commitment to the goals of the Company. Your Board also wishes to placeon record its sincere appreciation for the wholehearted support received from membersclients bankers and all other business associates. We look forward to continued supportof all these partners in progress.

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