Directors Report of Paramount Cosmetics (I) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of your Company, together with the business and operations for the year ended 31st March, 2015.

financial results

Your Company's performance during the year as compared with that during the previous year is summarized below:

(Figures in Lakh)

Particulars Year ended Year ended 31.03.2015 31.03.2014*

Sales and other Income 4,852.81 4,757.16

Profit before Depreciation, Interest, Exceptional Items, Extraordinary 509.09 473.71

Items and Tax

Depreciation 79.79 60.48

Interest and Finance Charges 191.86 187.88

Exceptional Items and Extraordinary Items 00.15 00.25

"Profit before Tax 237.29 225.61

Net Profit 173.56 150.18

Surplus 840.93 703.07

Appropriations 60.47 35.70

Balance carried forward to the Balance Sheet 780.46 667.37

* Previous year's figures have been regrouped / reclassified, wherever necessary to confirm to the current year presentation.

PERFORMANCE DURING THE YEAR

Sales and other Income of the Company for the year is Rs. 4852.81 lakhs as compared to Rs.4757.16 lakhs in the previous year, showing an increase of 2.01 %. Profit after tax is Rs.173.56 lakhs which is 15.57% higher than the preceding year which stood at Rs. 150.18 lakhs due to increase in sales volume.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend on Equity shares of Rs. 0.60/- per Equity share (i.e. at the rate of 6%), subject to approval by the Shareholders at the Annual General Meeting.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on 30th September, 2015, will be paid to the Members whose names appear in the Register of Members, as on 23rd September, 2015.

SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs.485.50 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2015, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and rules made thereunder, Ms. Aartii Topiwaala would retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

During the year under review, the members approved the appointment of Mr. Mukesh Kumar Tyagi as Independent Director for a period of five consecutive years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act and Clause 49 of the Listing Agreement with the Stock Exchange.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the performance of Independent Directors was completed. The performance evaluation of Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are forming part of the Corporate Governance Report.

Details of Key Managerial Personnel

Following are the Details of Key Managerial Personnel who were appointed or have resigned during the Financial Year 2014-15:

Name of KMPs Designation Date of Appointment

Deepika Shrinivas Company Secretary 01st March, 2013

Nitya Babu Company Secretary 08th May, 2014

S Chakravarthi Chief Financial 01st April, 2014 Officer

Hansraj Rathor Chief Financial 13th February, 2015 Officer

Name of KMPs Date of Cessation

Deepika Shrinivas 17th April, 2014

Nitya Babu 13th January, 2015

S Chakravarthi 28th August, 2014

Hansraj Rathor -

BOARD COMMITTEES

The details of following committees of the Board are provided in the Corporate Governance Report.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Share Transfer Committee

d) Stakeholders Relationship Committee

e) Risk Management Committee

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

b) they 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 at the end of the financial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

AUDITORS AND AUDITORS' REPORT

M/s. S.S. Jain & Associates, Chartered Accountant, Statutory Auditor of the Company, hold office till the conclusion of the 34th Annual General Meeting subject to the ratification in the ensuing Annual General Meeting. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re- appointment.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. G.R. & Associates, a firm of Company Secretaries (C P No.6526) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as an Annexure 1 forming part of this Annual Report.

There is no Secretarial Audit Qualification for the year under review.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities Exchange Board of India (SEBI).

The report on Corporate Governance as stipulated under the Listing Agreement is presented in a separate section forming part of the Annual Report.

The requisite certificate from the Practicing Company Secretary, M/s. G.R. & Associates confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is presented in a separate section forming part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented 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 policies are 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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered into contract / arrangement / transaction with related parties which could not be considered material in accordance with the policy of the Company on materiality of Related Party transactions.

Your Directors draw attention of the members to Note 30 to the financial statement which sets out related party disclosures.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee of the Board and to the Managing Director of the Company.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The particulars required in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure 2 to this Report.

In terms of Section 136 of the Companies Act, 2013, the reports and accounts are being sent to the members and others entitled thereto.

DISCLOSURES

1) Your Directors state that no disclosure or reporting is required in respect to the Deposits covered under Chapter V of the Companies Act, 2013 and rules made thereunder as there were no transactions on these items during the year under review.

2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

3) Extract of the Annual Return

The extract of the Annual Return in Form MGT 9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure 3 to this Report.

4) Number of Meetings of the Board

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report.

5) Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made under the Auditors Report and Secretarial Audit Report

The Auditors Report and Secretarial Audit Report do not contain any qualification, reservation or adverse remark.

6) Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

7) Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form;

The Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 and Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is appended as an Annexure 4 to this Report.

8) The amounts which it proposes to carry to any reserves

NIL

9) The amount which it recommends should be paid by way of Dividend

Rs.29,13,000/- (Rupees Twenty Nine Lakhs Thirteen Thousand Only)

10) Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report

NIL

11) The Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, is appended as Annexure 5 to this Report.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to express their appreciation and gratitude for the continued support extended by its Customers, Investors, Partners, Vendors, Financial Institutions, Bankers, Suppliers and various Government and Statutory Authorities for the Company's growth.

Your Directors also express sincere appreciation for the commitment and dedicated services rendered by each employee of the Company at all levels.

On behalf of Board of Directors

Sd/- Dated: 10th August, 2015 Hiitesh Topiiwaalla Place: Bangalore Managing Director

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 29th Annual Report of your Company, together with the business operations for the year ended 31st March, 2014.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. lakh)

Particulars Year ended Year ended 31.03.2014 31.03.2013*

Sales and other income 4757.16 4682.22

Profit before Depreciation, Interest and Tax 473.97 486.59

Depreciation 60.48 60.38

Interest and Finance Charges 187.88 208.97

Profit before Tax 225.61 217.23

Net Profit 150.18 141.50

Surplus year to date 703.07 585.25

Appropriations 35.70 35.32

Balance carried forward to the Balance Sheet 667.37 552.93

* Previous year''s figures have been regrouped/reclassified, wherever necessary to confirm to the current year presentation.

PERFORMANCE DURING THE YEAR

Sales and other Income of the Company for the year is Rs. 4757.16 lakhs as compared to Rs.4682.22 lakhs in the previous year, showing an increase of 1.6 %. Profit after tax is Rs. 150.18 lakhs which is 6.13% higher than the preceding year which stood at Rs. 141.50 lakhs due to increase in sales volume and reduction in finance cost.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend on Equity shares of Rs. 0.60/- per Equity share (i.e. at the rate of 6%), subject to approval by the Shareholders at the Annual General Meeting.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of this report.

DIRECTORS

During the year under review, Ms. Aartii Topiwaala would retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.

Mr. Mukesh Kumar Tyagi has been appointed as Additional Director and in respect of whom the Company has received notices from shareholder for his appointment as Director in the ensuing Annual General Meeting.

In terms of Section 149 of the Companies Act, 2013, the Board proposes appointment of Mr. V.N. Mehta and Mr. Shishir B Desai who are Independent Directors as Non-rotational Directors for a period of five years at the ensuing Annual General Meeting. The Company has also received notices from shareholder for their appointment as Independent Directors at the ensuing Annual General Meeting.

A brief resume of the Directors proposed to be appointed/reappointed as required under Clause 49 of the Listing Agreement, is provided in the Statement annexed to the Notice of the Annual General Meeting forming part of the Annual Report.

BOARD COMMITTEES

The details of various committees of the Board are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to good Corporate Governance practices and upholds the highest standards of Corporate Governance.

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of this Annual Report. A Certificate from the Practicing Company Secretary, M/s. Umesh Kumar & Associates, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 is provided in another part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion & Analysis Report is included in another part of this Annual Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the Public, during the current year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors Responsibility Statement specified under Section 217 (2AA) of the Companies Act, 1956 in respect of the financial statements is annexed to this Report.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this Report.

AUDITORS

Pursuant to the provisions of Section 139 (2) of Companies Act, 2013, an audit firm which has completed more than two terms of five consecutive years shall not be eligible for re-appointment as auditors in the same company for five years from the completion of such term. Since the retiring auditor M/s R.U. Jain & Co. have completed the aforesaid term, the Board in its meeting held on 6th August, 2014 have proposed to appoint M/s S.S. Jain & Associates for a term of five consecutive years. M/s S. S Jain and Associates confirmed their eligibility under Section 141 of the Companies Act, 2013 for appointment as auditors of the Company.

AUDITORS'' REPORT

Auditor''s Report is self-explanatory and therefore, it does not call for any further comments and explanations.

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

No employees come under the category of being reported under the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Amendment) Rules, 2011 as amended by the Ministry of Corporate Affairs vide notification dated March 31, 2011.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to express their appreciation and gratitude for the continued support extended by its customers, investors, partners, vendors, Financial Institutions, Bankers, Suppliers and various Government and Statutory Authorities for the Company''s growth.

Your Directors also express sincere appreciation for the commitment and dedicated services rendered by each employee of the Company at all levels.

On behalf of the Board of Directors Sd/-

Place: Bangalore Hiitesh Topiiwaalla Dated: 6th August, 2014 Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting the 28th Annual Report of your Company, together with the business operations for the year ended 31st March, 2013.

FINANCIAL RESULTS

Your Company''s performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. lakh)

Particulars Year ended Year ended 31.03.2013 31.03.2012*

Sales and other income 4,682.22 4,478.25

Profit before Depreciation, Interest and Tax 486.59 462.90

Depreciation 60.38 72.92

Interest and Finance Charges 208.97 199.81

Profit before Tax 217.23 190.17

Net Profit 141.50 136.48

Surplus year to date 585.25 471.96

Appropriations 35.32 28.21

Balance carried forward to the Balance Sheet 552.93 443.75

* Previous year''s figures have been regrouped / reclassified, wherever necessary to confirm to the current year presentation.

PERFORMANCE DURING THE YEAR

Sales and other Income of the Company for the year is Rs. 4,682.22 lakhs as compared to Rs. 4,478.25 lakhs in the previous year, showing an increase of 4.55%. Profit before Interest, Depreciation and Tax for the current year is Rs. 486.59 lakhs which is 5.12% higher than the preceding year which was Rs. 462.90 lakhs. Profit after tax is Rs. 141.50 lakhs which is 3.68% higher than the preceding year which stood at Rs. 136.48 lakhs due to increase in sales volume and operational efficiency.

DIVIDEND

The Board of Directors are pleased to recommend a final dividend on Equity shares of Rs. 0.60/- per Equity share (i.e. at the rate of 6%), subject to approval by the Shareholders at the Annual General Meeting.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except as disclosed elsewhere in the Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of financial year and the date of this report.

DIRECTORS

During the year under review, Ms. Aartii Topiwaala, Promoter & Non-Executive Director, retires by rotation and being eligible offers herself for re-appointment.

BOARD COMMITTEES

The details of various committees of the Board are provided in the Corporate Governance Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to good Corporate Governance practices and upholds the highest standards of Corporate Gov- ernance.

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of this Annual Report. A Certificate from the Practicing Company Secretaries, Umesh Kumar & Associates, confirming compli- ance of conditions of Corporate Governance as stipulated under Clause 49 is provided in another part of this Annual Report.

By order of the Board of Directors

For Paramount Cosmetics (I) Ltd.

sd/-

Place: Bangalore Deepika Srivastava

Date: 31.07.2013 Company Secretary

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Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report of your Company, together with the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Your Companys performance during the year as compared with that during the previous year is summarized below:

(Figures in Rs. lakh)

Year ended Year ended

31.03.2010 31.03.2009

Sales and other income 2894.98 2273.09

Profit before Depreciation and Tax 255.42 188.74

Depreciation 35.92 27.50

Interest and Finance Charges 106.07 84.23

Profit before Tax 113.43 77.01

Income Tax 20.91 6.43

Prior Year Exp 3.18 8.93

MAT credit entitlement of earlier years 21.06 -

Net Profit / (Loss) 110.40 61.65

Add: Profit / (Loss) for previous year brought forward 109.32 47.67

Surplus / (Deficit) 198.69 109.32

Appropriations: - _

Balance carried forward to the Balance Sheet 219.71 109.32

PERFORMANCE DURING THE YEAR

Sales and other Income of the Company for the year is 2894.98 as compared to Rs. 2273.08 lakh in the previous year, showing an increase of 27%. Profit before Interest and Depreciation for the current year is Rs. 255.42 lakh which is 35% higher than the preceding year which was Rs. 188.74 lakh. Profit after tax is Rs. 110.40 lakh which is 79% higher than the preceding year which stood at Rs. 61.65 lakh.

DIVIDEND

To conserve resources for funding business expenses & future business expansion and growth plans, your Directors do not propose any dividend this year.

DIRECTORS

During the year under review, Mr. N.K. Bhuta resigned from the directorship of the Company. The Board appreciated the contribution done by the Director.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the Public, during the current year under review.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed herewith as Annexure – A and forms part of this report.

AUDITORS

The Statutory Auditors of the Company, M/s R.U. Jain & Co., Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and being eligible, offer themselves for reappointment and the Company seeks a letter from the Auditors, confirming that their re-appointment, if made, would be within limits under Section 224(1B) of the Companies Act, 1956.

1. In respect of non provision for doutful debts the Company in process to recover the amount of Rs.1357582/- henc the same has not been provided in the books.

2. In respect of deferred assets of Rs. 4475364/- the same has not been accounted considering the prudence and also it is not certain that sufficient future taxable income will be available against which such deferred tax assets can be realised.

3. In respect of gratuity, the Company pays gratuity as per Gratuity Act, to only those employees who has completed 5 years services in the Company.

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 forms part of this report. Having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company at its Bangalore Head Office.

CORPORATE GOVERNANCE

The Company is committed to uphold the highest standards of corporate governance and adhere to the requirements set out by the Securities and Exchange Board of India.

A detailed report on Corporate Governance pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from the statutory auditors of the Company, R.U. Jain & Co., Chartered Accountants, confirming compliance of conditions of corporate governance as stipulated under the aforesaid Clause 49 is provided in this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors state and confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 on March 31, 2010 and of the profit of the Company for the year ended March 31, 2010;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts of the Company on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors wish to take this opportunity to express their appreciation & gratitude for the continued support from its Financial Institutions, Bankers, Suppliers and various Government Agencies.

Your Directors also express sincere appreciation for the commitment & dedicated services rendered by each employee of the Company at all levels.

For and on behalf of the Board of Directors

(B.D. Topiwala)

Dated: 30th August 2010 Chairman

Place: Bangalore