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Directors Report of Paragon Finance Ltd.

Mar 31, 2014

Dear Members,

The Board of Directors hereby presents the 28th Annual Report on the business and operations of your Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

In Lacs Year Year 2013-2014 2012-2013

Total Income 539.15 573.03

Gross Profit 283.99 347.32

Less: Interest 180.33 217.63

Less: Prov. For Standard Assets (0.95) (0.89)

Cash Profit 104.61 130.58

Depreciation 19.46 10.75

Profit (Loss) before Tax 85.15 119.83

Provision for Taxation 23.80 28.82

Transfer from Prov. For Deferred Tax (1.39) (0.67)

Profit after Tax 62.73 91.68

Add: Profit Brought Forward 791.54 718.20

Profit available for Appropriation 854.27 809.88

Less: Transfer to Statutory Reserve 12.55 18.34

Balance carried to Balance sheet 841.72 791.54

Reserve excl. Revaluation Reserve 1296.32 1233.59

DIVIDEND

The Board has not recommended any dividend for the year.

OPERATIONS

The Income from Operation decreased by 2.62% and Loans against security of vehicles decreased by 12.85% during the year in comparison to the previous year. The Shareholders Funds as on 31.03.2014 were Rs.1721.32 Lacs reflecting the inherent financial strength of the Company. We are having three branches in different areas of the India. We want to inform that our business in Southern region (Bangalore branch) has gone down to almost NIL generation of revenue. This is one of the major reason for decrease in income from operations of the Company.

DIRECTORS

In accordance with the provisions of Section 196 and 203 of the Companies, Act, 2013, Mr. Sanjay Kumar Gupta, Executive Director of the Company, be re-appointed as a Whole-time Director of the Company for a term of 3 years.

In accordance with the provisions of section 152 of the Companies, Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Reena Gupta and Mr. Manoj Kumar Gupta, Directors, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

In accordance with the provisions of section 161(1) of the Companies, Act, 2013, Mrs. Shreya Gupta and Ms. Parul Rajgaria, Additional Directors, will be liable retire at the ensuing Annual General Meeting, offer themselves for re-appointment as a Non-Executive Director.

Mr. Suvobrato Ganguly, Mr. Sanjay Goenka, Ms. Sujata Agarwal and Mr. Ravi Agarwalla are the directors whose period of office is liable to determination by retirement of directors by rotation under the provisions of the Companies Act 1956 have given declaration to the Company as per section 149(6) of the Companies, Act, 2013 & Clause 49 of Listing Agreement with the Stock Exchange, that they qualify the criteria of independence mentioned therein. The Company had also received requisite notices in writing from members proposing their appointments as an Independent Director.

The proposals regarding the appointment of Mr. Suvobrato Ganguly, Mr. Sanjay Goenka, Ms. Sujata Agarwal and Mr. Ravi Agarwalla for a term of five years and not liable by rotation and the re- appointment of Mr. Manoj Kumar Gupta and Mrs. Reena Gupta as the Directors of the company are placed for your approval.

The Board of Directors of the Company recommends the above appointments and re- appointments.

In Compliance with clause 49(IV) (G) of the Listing Agreement, brief resume, expertise and other details of the Directors proposed to be re-appointed are attached to the Notice of the ensuing Annual General Meeting.

Further Mr. Vishnu Lohia, who was the Independent Director of the Company, resigned from office w.e.f. 27.09.2013 due to his pre-occupations. The Board places on record his sincere appreciation for the valuable services rendered by him during his tenure as the member of the Board.

AUDITORS

The Statutory Auditors, M/s. Mandawewala & Co., Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and, are eligible, for re-appointment.

M/S Mandawewala & Co., Chartered Accountants, Statutory Auditor, have expressed their willingness to continue as auditors of the company if appointed. They have further confirmed that the said appointment, if made, would be within the prescribed limit under section 141(3)(g) of the Company Act 2013 and that they are not disqualified for re-appointment.

In terms of Rule 6 of the Companies (Audit & Auditor) Rules, 2014, M/S Mandawewala & Co. having held office as Auditor for more than a period of 10 years prior to the commencement of the Companies Act, 2013 and are eligible to be appointed as auditors for a period of 3 more years, that is, until the conclusion of the 31st Annual General Meeting of the Company.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year 2013-14 is annexed hereto.

AUDITORS'' REPORT

With reference to the observations and qualifications made by the Auditors in their report, the Directors wish to state that the relevant notes forming part of the Company''s accounts as given under Notes (No. 1-21) are self-explanatory in this regard and hence do not require any further explanation.

EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the company has no employee employed during the year or part of the year who was in receipt of remuneration in excess of the sum prescribed therein.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the year 2013-14 from the public/shareholders.

LISTING

The Company''s shares are listed with BSE having nation wide trading terminal under SEBI (ICDR) regulations, 2009. The Listing fees to the Stock Exchanges for the year 2013-14 have been paid. The address of the said Stock Exchange is as follows:

The Stock Exchange, Mumbai

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Listing Agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis, Corporate Governance Report, Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made a part of the Annual Report. A note on the Company''s corporate sustainability initiatives is also included.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of section 217(2AA) of the Companies Act, 1956 the Directors give hereunder the Directors'' Responsibility Statement relating to the Accounts of the Company:

(1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the Profit and Loss of the Company for the said period;

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Annual Accounts of the Company has been prepared on a going concern basis.

(5) The company has followed Revised schedule VI in accounting policies.

ADDITIONAL INFORMATION

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rule, 1988. Your Directors furnish hereunder the additional information as required:

a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company does not engage in any manufacturing activity so there is no consumption of energy. The activities of the Company do not involve any technology absorption.

b) FOREIGN EXCHANGE EARNING AND OUTGO (In Lacs)

I) Foreign Exchange Earnings NIL

II) Foreign Exchange outgo 2.21

CORPORATE SOCIAL RESPONSIBILITY fCSR)

Your Company though does not fall under the compulsory compliance of CSR u/s 135 of the Companies Act, 2013, has decided to voluntarily participate in CSR activities. The Board has decided to approach to CSR by way of Corporate Philanthropy and Creating Shared Value (CSV). We want to work according to "people, planet and profit" principle.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their grateful appreciation of the cooperation and assistance received from the company''s customers, shareholders, employees, brokers, dealers, banks, financial institutions and all others associated with the company.

On behalf of the Board of Director Place: Kolkata Sanjay Kumar Gupta


Mar 31, 2013

To ,The Members

The Board of Directors hereby presents the 27th Annual Report on the business and operations of your Company for the year ended 31st March, 2013.

Financial Results :

" in Lacs

Year Year 2012-2013 2011-2012

Total Income 573.03 610.22

Gorss Profit 347.32 350.06

Less : Interest 217.63 246.04

Less : Prov. For Standard Assets (0.89) 1.11

Cash Profit 130.58 102.91

Depreciation 10.75 10.36

Profit (Loss) before Tax 119.83 92.55

Provision for Taxation 28.82 26.18

Transfer from Prov. for Deferred Tax (0.67) (0.39)

Profit after Tax 91.68 66.76

Add : Profit Brought Forward 718.20 664.79

Profit available for Appropriation 809.88 731.55

Less : Transfer to General Reserve 18.34 13.35

Balance carried to Balance Sheet 791.54 718.20

Reserve excl. Revaluation Reserve 1233.59 1141.91



DIVIDEND

The Board has not recommended any dividend for the year.

OPERATIONS

The Income from the Operations decreased by 9.42% in comparison to the previous year. Loans against security of vehicles decreased by 8.72%. The Shareholders Funds as on 31.03.2013 were Rs.1658.59 Lacs reflecting the inherent financial strength of the Company.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Aloke Kumar Gupta and Mr. Manoj Kumar Gupta, Directors, will be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Necessary resolutions for appointment and re-appointment of the aforesaid Directors have been included in the Notice of the ensuing Annual General Meeting.

AUDITORS

The Auditors, Messrs. Mandawewala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year 2012-13 is annexed hereto.

AUDITORS'' REPORT

With reference to the observations and qualifications made by the Auditors in their report, the Directors wish to state that the relevant notes forming part of the Company''s accounts as given under Notes (No. 1 - 21) are self-explanatory in this regard and hence do not require any further explanation.

EMPLOYEES

As required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the company has no employee employed during the year or part of the year who was in receipt of remuneration in excess of the sum prescribed therein.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the year 2012-13 from the public/shareholders.

LISTING

The Company''s shares are listed with BSE having nation wide trading terminal under SEBI (ICDR) guidelines 2009. The Listing fees to the Stock Exchanges for the year 2012-13 have been paid. The address of the said Stock Exchange is as follows:

The Stock Exchange, Mumbai

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai -400001.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report has been annexed to this report in terms of Listing Agreement.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, Corporate Governance Report, Auditors'' Certificate regarding compliance of conditions of Corporate Governance are made part of this Annual Report. A note on the Company''s corporate sustainability initiatives is also included.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provision of section 217(2AA) of the Companies Act, 1956 the Directors give hereunder the Directors'' Responsibility Statement relating to the Accounts of the Company:

1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the Profit and Loss of the Company for the said period;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4) The Annual Accounts of the Company has been prepared on a going concern basis;

5) The company has followed Revised schedule VI in accounting policies.

ADDITIONAL INFORMATION

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rule, 1988. Your Directors furnish hereunder the additional information as required :

a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The Company does not engage in any manufacturing activity so there is no consumption of energy. The activities of the Company do not involve any technology absorption.

b) FOREIGN EXCHANGE EARNING AND OUTGO

(" in Lacs)

i) Foreign Exchange Earnings NIL

ii) Foreign Exchange outgo NIL

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their grateful appreciation of the cooperation and assistance received from the company''s customers, shareholders, brokers, dealers, banks, financial institutions and all others associated with the company.

INDUSTRIAL RELATIONS AND PERSONNEL

Industrial relations remained cordial and satisfactory. The Directors wish to place on record their deep sense of appreciation of the devoted services rendered by all officers, staff and workers of the Company.



For and on behalf of the Board of Directors

Place : Kolkata Sanjay Kumar Gupta

Date : 30.05.2013 Executive Director


Mar 31, 2010

The Directors are pleased to present the Twenty Fourth Report together with Audited Accounts for the year ended on 31st March, 2010

FINANCIAL RESULTS

Rs. In Lacs Year Year 2009 - 2010 2008 - 2009

Total Income 393.11 221.22

Gross Profit 130.26 67.15

Less: Interest 43.54 40.23

Cash Profit 86.72 26.92

Depreciation 8.09 9.37

Profit (Loss) before Tax 78.63 17.54

Provision for Taxation 14.01 8.02

Transfer from Prov. For Deferred Tax 0.47 0.86

Profit after Tax 65.09 10.38

Add: Profit Brought Forward 566.98 558.68

Profit available for Appropriation 632.07 569.06

Less: Transfer to General Reserve 13.02 2.08

Balance carried to Balance Sheet 619.05 566.98

Reserve excl. Revaluation Reserve 1017.98 827.89

DIVIDEND

Your Directors are not recommending any Dividend for the year.

OPERATIONS

The Income from the Operation increased by 54.42% in comparison to the previous year. Loans against security of vehicles increased by 36.62%. The Shareholders Funds as on 31.03.2010 were Rs. 1442.98 Lacs reflecting the inherent financial strength of the Company. The Company has done much better because of general upward outlook in the economy.

DIRECTORS

In accordance with the provisions of Section 256 of the Companies Act, 1956, and the Articles of Association of the Company, Mr. Manoj Kumar Gupta and Mrs. Reena Gupta, Directors, will be liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-app ointment.

Necessary resolutions for appointment and re-appointment of the aforesaid Directors have been included in the Notice of the ensuing Annual General Meeting.

PREFERENTIAL ISSUE

Your Company has allotted 1250000 Equity Shares of Rs. 10/- each at a premium of Rs.10/- each on preferential Basis to Non-Promoters Group on 31st August, 2009. Your Company has taken necessary steps for the listing of these shares with BSE and are locked in up to 30th August, 2010.

SUBSIDIARY

The Company has one wholly owned Material Non Listed Indian Subsidiary- "Olympia Credits & Mercantile Limited".

The individual accounts of the Companys Subsidiary and the Consolidated Financial Statements pursuant to Accounting Standard 21, prescribed by the Companies {Accounting Standards) Rules, 2006 are annexed to this Report.

AUDITORS

The Auditors, Messrs. Mandawewala & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the Cash Flow Statement for the year 2009-2010 is annexed hereto.

AUDITORS REPORT

With reference to the observations and qualifications made by the Auditors in their report, the Directors wish to state that the relevant notes forming part of the Companys accounts as given under Schedule Q referred to the Accounts, are self-explanatory in this regard and hence do not require any further explanation.

EMPLOYEES

As required under the provisions of Section 217{2A) of the Companies Act, 1956, read with the Companies {Particulars of Employees) Rules, 1975 as amended, the company has no employee employed during the year or part of the year who was in receipt of remuneration in excess of the sum prescribed therein.

PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits during the year from the public/shareholders.

LISTING

Your Companys shares are listed only with BSE having nation wide trading terminal under SEBI (DIP) guidelines 2000. Your Compnays shares are delisted from CSE w.e.f. 1st April, 2010. The Listing fees to the Stock Exchanges for the year 2009-10 have been paid. The address of the said Stock Exchange is as follows:

The Stock Exchange, Mumbai

Phiroze Jeejeebhoy Towers, Dalai Street, Mumbai 400001.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis has been annexed to this report in terms of Listing Agreement

CORPORATE GOVERNANCE

Your Company has always been conducting its business with due compliance of the countrys laws, rules, regulation and sound internal control system and procedures.

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with all the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance has been included in this Annual Report for your information.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provision of section 217{2AA) of the Companies Act, 1956 the Directors give hereunder the Directors Responsibility Statement relating to the Accounts of the Company:

(1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(2) The Directors have selected such Accounting Policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the Profit and Loss of the Company for the said period;

(3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(4) The Annual Accounts of the Company has been prepared on a going concern basis.

ADDITIONAL INFORMATION

In terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies {Disclosure of Particulars in the Report of Directors) Rule, 1988. Your Directors furnish hereunder the additional information as required:

a) CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION

The Company does not engage in any manufacturing activity so there is no consumption of energy. The activities of the Company do not involve any technology absorption.

b) FOREIGN EXCHANGE EARNING AND OUTGO (Rs. In Lacs)

I) Foreign Exchange Earnings NIL

II) Foreign Exchange outgo NIL

ACKNOWLEDGEMENT

The Board of Directors would like to thank the companys customers, employees, shareholders, brokers, dealers and all others associated with the company.

For and on behalf of the Board of Directors

Place : Kolkata San jay Kumar Gupta

Date: 28th May, 2010 Executive Director & Company Secretary

 
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