Directors Report of Paramount Communications Ltd.
Mar 31, 2023
Boardâs Report
To,
The Members of
Paramount Communications Limited
Your Directors are pleased to present the Twenty-Ninth Annual Report on the business and operations of the Company together with the
audited financial statements for the financial year ended March 31, 2023 (âyear under reviewâ).
1. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS
A summary of your Companyâs financial results for the Financial Year 2022-23 is as under:
|
Particulars |
Year ended |
Year ended |
|
Total Revenue including Other Income |
8,127 |
5,847 |
|
Profit/(Loss) before Interest, Depreciation, Tax and Exceptional items |
642 |
242 |
|
Interest |
72 |
64 |
|
Depreciation and amortisation expense |
92 |
96 |
|
Profit/(Loss) before Tax and Exceptional Items |
478 |
82 |
|
Tax Expense |
- |
- |
|
Profit/(Loss) after Tax and Exceptional Items |
478 |
82 |
|
Other Comprehensive Income |
3 |
6 |
|
Total Net Profit/(Loss) for the year including other Comprehensive Income |
4,81 |
88 |
On a consolidated and standalone basis, the revenue for
FY 2023 was ? 8,127 million, higher by 39% over the previous
yearâs revenue of ? 5,847 million. We recorded an increase
in EBITDA by 166% in FY 2023 to ? 642 million. The Strong
performance was driven by robust volume growth of over
50% in Export business from ? 1,302 million to ? 4,003 million.
The Net Profit for the year stood at ? 478 million against a Net
Profit of ? 82 million reported in the Previous Year.
CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company have
been prepared in accordance with the applicable Indian
Accounting Standards as issued by the Institute of Chartered
Accountants of India and forms an integral part of this Report.
2. SHARE CAPITAL & PREFERENTIAL ISSUE
a) Increase in Authorized Share Capital
During the year under review, the authorised share
capital of the Company has been increased from
? 60,00,00,000 divided into 25,00,00,000 equity shares of
? 2 each and 10,00,000 Redeemable Preference Shares
of ? 100 each to ? 70,00,00,000 divided into 30,00,00,000
equity shares of ? 2 each and 10,00,000 Redeemable
Preference Shares of ? 100 each by creation of additional
5,00,00,000 equity shares of ? 2 each in the authorised
share capital of the Company in terms of the resolution
passed by the shareholders of the Company at the Extra
Ordinary General Meeting held on January 11, 2023. As
on date of this Report, the authorised share capital of
the Company is ? 70.00 Crore divided into 30.00 Crore
equity shares of ? 2 each and 10.00 lakh Redeemable
Preference Shares of ?100 each.
The paid-up share capital of the Company as on March
31, 2023 is ? 38.83 Crore divided into 194183965 equity
shares of ? 2 each.
Post March 31, 2023 and up to the date of this Report,
the Company has allotted equity shares as per details
given below:
|
Date of |
Details of |
Remarks |
|
June 05, |
2,90,00,000 equity |
Conversion of share |
|
2023 |
shares consequent |
warrants issued on |
|
to conversion of |
preferential basis to |
|
|
warrants of ? 2 |
the entity belonging |
|
|
each. |
to Promoter Group |
|
|
1,09,75,925 equity |
Conversion of share |
|
|
shares consequent |
warrants issued on |
|
|
to conversion of |
preferential basis to |
|
|
warrants of ? 2 |
Non-Promoters of |
|
|
each |
the Company. |
Accordingly, the paid-up share capital of the Company
as on the date of this Report is ? 46.83 Crore divided into
23,41,59,890 equity shares of ? 2 each.
c) Preferential Issue
Promoter Category
The Board of Directors, in their meeting held on
9th August, 2022, approved the issue and allotment
of 2,90,00,000 warrants, each convertible into one
fully paid equity share of the Company at a price of ?
15.50 each, to entity belonging to the Promoter Group
on preferential basis, subject to receipt of necessary
approvals, including that of shareholders.
Subsequently, the approval of the members by way of a
Special Resolution was obtained at an Annual General
Meeting of the Company held on 29th September 2022
and consequent to the receipt of in-principal approval
of the Stock Exchanges, for issue of convertible warrants
on Preferential Basis, the Share Allotment Committee of
the Board, in its meeting held on 26th October 2022, has
allotted 2,90,00,000 warrants, each convertible into one
Equity share, on preferential basis at an issue price of ?
15.50/- each, upon receipt of 25% of the issue price ( i.e.,
? 3.875 per warrant ) as warrant subscription money.
Balance 75% of the issue price (i.e., ?11.625 per warrant)
is payable within 18 months from the allotment date, at
the time of exercising the option to apply for fully paid-
up equity share of ? 2/- each of the Company, against
each warrant held by the warrant holder.
The Board of Directors, in their meeting held on 14th
December, 2022, approved the issue and allotment of
6,25,00,000 warrants, each convertible into one fully
paid equity share of the Company at a price of ? 21.57
each, to certain entities/persons, who are not forming
part of the Promoter/Promoter Group of the Company
on preferential basis, subject to receipt of necessary
approvals, including that of shareholders.
Subsequently, the approval of the members by way of
a Special Resolution was obtained at an Extra-Ordinary
General Meeting of the Company held on 11th January
2023 and consequent to the receipt of in-principal
approval of the Stock Exchanges, for issue of convertible
warrants on Preferential Basis, the Share Allotment
Committee of the Board, in its meeting held on 18th
February 2023, has allotted 6,23,25,925 warrants, each
convertible into one Equity share, on preferential basis
at an issue price of ? 21.57/- each, upon receipt of 25%
of the issue price ( i.e., ? 5.40 per warrant ) as warrant
subscription money. Balance 75% of the issue price (i.e.,
?16.17 per warrant) is payable within 18 months from
the allotment date, at the time of exercising the option
to apply for fully paid-up equity share of ? 2/- each of
the Company, against each warrant held by the warrant
holder.
3. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES
The Company does not have any Indian subsidiary company.
However, the Company has the following direct wholly owned
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 subsidiary company, is âin
Administrationâ (as per UK Laws) w.e.f. 28th February,
2014.
Note:
1) *The board of Directors of Paramount Holdings Limited,
Cyprus are taking steps to strike off name of the Company
in accordance with the applicable laws of the country.
2) **AEI Power Cables Limited, United Kingdom has ceased
to trade and became dormant w.e.f. 1st April, 2017.
Financial Statements of Paramount Holdings Limited, Cyprus
is drawn in Euro and AEI Power Cables Limited, United
Kingdom are drawn in Sterling Pound.
The Consolidated financials include un-audited financials
of Paramount Holdings Limited, Cyprus and un-audited
financials of AEI Power Cables Ltd., United Kingdom for the
year ended 31st March, 2023.
The Company has no Joint venture or Associate Companies
within the meaning of section 2 (76) of the Companies Act,
2013.
During the year under review, none of the companies have
become or ceased to be subsidiary, joint venture or associate
company of the Company.
During the year under review, the Company has not
transferred any amount to any of the reserves maintained by
the Company.
Your directors do not recommend declaration of any dividend
for the financial year 2022-2023.
6. SHIFTING OF REGISTERED OFFICE OF THE COMPANY
WITHIN THE LOCAL LIMITS OF THE CITY TOWN OR VILLAGE.
During the year under review, the Company had shifted its
registered office from C-125, Naraina Industrial Area, Phase-1,
New Delhi-110028 to KH-433, Maulsari Avenue, Westend
Greens, Rangpuri, New Delhi-110037 within the same city.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT.
The Share Allotment Committee of the Board, in its meeting
held on June 05, 2023, has allotted 2,90,00,000 equity
shares and 1,09,75,925 equity shares against conversion of
equal number of warrants by the concerned warrant holder
belonging to Promoter Group and who are not forming part of
the Promoter/Promoter Group of the Company respectively,
upon receipt of balance payment of 75% of the issue price
( i.e., ? 11.625 per warrant from warrant holder belonging
to Promoter Group and ? 16.17 per warrant from who are
not forming part of the Promoter/Promoter Group of the
Company).
8. DIRECTORS AND KEY MANAGERIAL PERSONNELa) Composition
i) Your Companyâs Board has an optimum
combination of Executive, Non-executive and
Independent Directors with two women Directors,
as per the requirements of Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''SEBI Listing Regulationsâ) as
on date. The composition of the Board and the
Independent Directors of the Company meet all
the criteria mandated by SEBI Listing Regulations,
2015 and the Companies Act, 2013.
ii) None of the Whole-time Key Managerial Personnel
(KMP) of the Company is holding office in any other
Company as a Key Managerial Personnel.
iii) Further, none of the Directors / KMP of the Company
is disqualified under any of the provisions of the
Companies Act, 2013 and relevant Regulations
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
iv) None of the Director on the Board is a member of
more than 10 Committees or a Chairman of more
than 5 Committees across all listed companies in
which he/ she is a director. Necessary disclosures
regarding Committee positions in other Public
Limited Companies as on March 31, 2023, have
been disclosed by all the Directors of the Company.
b) Change in Director(s) and Key Managerial Personnel
As per section 152 of the Companies Act, 2013, Mr.
Sanjay Aggarwal (DIN 00001788), whole time director,
who retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re¬
appointment.
The Board of Directors at their meeting held on
August 10, 2023, based on the recommendations of
the Nomination and Remuneration Committee, have
approved the following appointment/re-appointment:
a) Re-appointment of Mr. Vijay Maheshwari as
a Non-Executive Independent Director of the
Company for a second term of five consecutive
years effective from April 01, 2024, in accordance
with the provisions of Section 149, 150 and 152
of the Companies Act, 2013 read with Schedule IV
and Rules made thereunder and other applicable
provisions of the Companies Act, 2013, if any.
b) Re-appointment of Mr. Sanjay Aggarwal as Whole
Time Director, designated as Chairman & CEO of
the Company for a period of five years effective
March 01, 2024, in accordance with the provisions
of Sections 196, 197, 198 and 203 of the Companies
Act, 2013 read with Schedule V and Rules made
thereunder and other applicable provisions of the
Companies Act, 2013, if any; and
c) Re-appointment of Mr. Sandeep Aggarwal as
Managing Director of the Company for a period of
five years effective March 01, 2024 in accordance
with the provisions of Sections 196, 197, 198 and
203 of the Companies Act, 2013 read with Schedule
V and Rules made thereunder and other applicable
provisions of the Companies Act, 2013, if any.
The above proposals for appointment and
reappointment forms part of the notice of the
29th Annual General Meeting and the relevant
Resolutions are recommended for your approval
therein. The information pursuant to Regulation 36
of Listing Regulations and Secretarial Standards-2
are disclosed in the Notice of AGM.
c) Declaration and Disclosures from Directors
i) All Independent Directors of the Company have
given declarations stating they meet the criteria
of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. In terms of Regulation 25(8)
of the Listing Regulations, Independent Directors
have confirmed that they are not aware of any
circumstances or situation which exists or may
be reasonably anticipated that could impair or
impact their ability to discharge their duties.
ii) All the Directors have also affirmed that they have
complied with the Companyâs Code of Conduct. In
terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Companyâs businesses, which are detailed in the
Report on Corporate Governance.
iii) Further, in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014,
Independent Directors of the Company have
confirmed that they have registered themselves
with the databank maintained by the Indian
Institute of Corporate Affairs. The Independent
Directors who were required to clear the online
proficiency self-assessment test have passed the
test.
iv) In the opinion of the Board, the Independent
Directors also possess the attributes of integrity,
expertise and experience as required to be
disclosed under Rule 8(5) (iiia) of the Companies
(Accounts) Rules, 2014.
During the year under review, the non-executive
independent directors of the Company had no pecuniary
relationship or transactions with the Company, other
than sitting fees and reimbursement of expenses, if any.
In compliance with the provisions of Section 149,
152, Schedule IV and other applicable provisions, if
any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules,
2014, the independent directors of the Company viz. Mr.
Vijay Bhushan, Mr. Vijay Maheshwari, Mrs. Malini Gupta
and Mrs. Praveena Kala holds office for a fixed term of
five (5) years and are not liable to retire by rotation.
As per the provisions of Section 203 of the Act, following are
the Key Managerial Personnel of the Company as on the date
of this Report:
1. Mr. Sanjay Aggarwal- Chairman & CEO
2. Mr. Sandeep Aggarwal- Managing Director
3. Mr. Shambhu kumar Agarwal - Chief Financial Officer,
and
4. Ms. Rashi Goel - Deputy Company Secretary and
Compliance officer*.
* Due to some family issues, Ms. Rashi Goel has resigned from the
position of Company Secretary and Compliance officer with effect
from the close of working hours of June 03, 2023. However, she
again joined the Company as Deputy Company Secretary and
Compliance Officer with effect from June 15, 2023.
The Board of Directors in its meeting held on August 10, 2023,
on the recommendation of the Nomination and Remuneration
Committee, has re-appointed Ms. Rashi Goel as Company
Secretary and Compliance officer of the Company
10. NUMBER OF MEETINGS OF THE BOARD AND AUDIT
COMMITTEE
During the year, 5 (Five) Board Meetings and 4 (Four)
Audit Committee Meetings were convened and held. The
intervening gap between the Meetings was within the period
prescribed under the 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 of the
Independent Directors of the Company were also held on
24th January, 2023, without the presence of Non-Independent
Directors and members of the management, to review the
performance of Non-Independent Directors and the Board as
a whole and also to assess the quality, quantity and timeliness
of flow of information between the Company management
and the Board.
The details of the Board and Committees of the Board along
with their composition, number of meetings and attendance
at the meetings are provided in the Corporate Governance
Report forming part of this Annual Report FY 2022-23.
In accordance with the provisions of the Companies Act, 2013
and SEBI Listing Regulations, the Board adopted a formal
mechanism for evaluating its performance and as well as that
of its committees and individual Directors on annual basis.
The Board has carried out the annual performance evaluation
of its own performance, Committees of the Board and each
Director individually at its meeting held on January 24, 2023.
The evaluation was done through a structured questionnaire
covering various aspects of the Boardâs functioning such
as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of
specified duties, obligations and governance.
Separate exercise was carried out to evaluate the performance
of individual Directors on parameters such as attendance,
contribution and independent judgement.
Board interaction between meetings was stepped up through
calls with individual Directors on various topics. Specific items
were also added in the Board agenda from a governance
perspective.
12. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:
i) In the preparation of the annual accounts, the applicable
accounting standards read with requirements set out
under Schedule III to the Act have been followed and
there are no material departure from the same;
ii) 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
as at March 31, 2023 and of the profit of the Company for
the year ended on that date;
iii) They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv) They have prepared the annual accounts on a going
concern basis;
v) They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and
vi) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
13. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD
AND ANNUAL GENERAL MEETINGS
The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board Meetings and Annual General Meetings.
14. POLICY ON DIRECTORSâ APPOINTMENT AND
REMUNERATION
The Company has devised a Nomination and Remuneration
Policy pursuant to Section 178 of the Companies Act,
2013 and Regulation 19(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Specified in Part
D of the Schedule II) which lays down a framework in relation
to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company.
The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Director and criteria for appointment and removal of
Directors, Key Managerial Personnel / Senior Management.
The Nomination and Remuneration Policy of the Company is
designed to attract, motivate and retain high calibre talent by
offering an appropriate remuneration package and also by
way of providing a congenial & healthy work environment.
The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to
Executive and Non-Executive Directors (by way of sitting
fees and commission), Key Managerial Personnel, Senior
Management and payment of remuneration to other
employees.
During the year under review, the Company paid a sitting
fee of ? 60,000 per meeting to its Non-Executive Directors for
attending meetings of the Board and meetings of committees
of the Board.
The detailed Nomination & Remuneration Policy is
also available on the website of the Company at www.
paramountcables.com under Investor Relations Section.
Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Companies (Management and Administration)
Rules, 2014, the draft Annual Return of the Company in Form
MGT-7 for FY 2022-23 has been placed on the Companyâs
website and can be accessed at www.paramountcables.com
under Investor Relations Section.
Risk is an integral and unavoidable component of all
businesses. Paramount is committed to manage its risk in
a proactive manner which includes periodic review of such
risks and a framework for mitigating controls and reporting
mechanism of such risks. Your Company periodically assesses
the risk in the internal and external environment, along with
the cost of treating risk and incorporates risk treatment plans
in its strategy, business, and operational plans.
Further details on the Risk Management activities including
the key risks identified, and their mitigations are covered in
Managementâs Discussion and Analysis section, which forms
part of the Annual Report.
17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY.
In the opinion of the Board, your Company has in place an
adequate system of internal control commensurate with its
size and nature of business. The Company uses IT-supported
platforms to keep the IFC framework robust. This system
provides a reasonable assurance in respect of providing
financial and operational information, complying with
applicable statutes, safeguarding of assets of the Company,
and ensuring compliance with corporate policies.
The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and are also apprised of the internal audit
findings and corrective actions. The Audit Committee
suggests improvements in the performance of internal audit
function and ensures the necessary checks and balances that
may need to be built into the control system.
M/s. Jagdish Chand & Co., Chartered Accountants were the
internal auditors of the Company for the FY 2022-23.
P. Bholusaria & Co., Chartered Accountant, the statutory
auditors of Paramount have audited the financial statements
included in this annual report and have issued a report on
the Companyâs Internal Control over financial reporting (as
defined in section 143 of the Companies Act, 2013).
Paramount is an equal opportunities employer. The Company
does not discriminate on grounds of age, gender, colour, race,
ethnicity, language, caste, creed, economic or social status or
disability.
The Company humbly acknowledges employeesâ
contributions with best compensation and benefits that
appropriately reward performance. Pay revisions and other
benefits are designed in such a way to compensate good
performance of the employees of the Company and motivate
them to do better in future.
During the period under review, your Company enjoyed
healthy, cordial and harmonious relationship with workers
and employees at all levels.
19. RELATED PARTY TRANSACTIONS
The Audit Committee approves all the RPTs in compliance with
the provisions of the Act and Listing Regulations. Omnibus
approval is obtained on a yearly basis for transactions which
are repetitive in nature. Transactions entered into pursuant
to omnibus approval and details of all RPTs are placed before
the Audit Committee and the Board for review and approval/
noting on a quarterly basis.
During the financial year, the Company has not entered
into any materially significant related party contracts/
arrangements or transactions with the Companyâs promoters,
Directors, Management or their relatives, which could have
had a potential conflict with the interests of the Company. All
the contracts/arrangements or transactions entered into by
the Company with Related party(ies) are in conformity with
the provisions of the Companies Act, 2013 and on an armâs
length basis and do not attract the provisions of Section 188
of the Companies Act, 2013 and Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Details of all RPTs are mentioned in the notes to financial
statements forming part of the Annual Report. The Board of
Directors have formulated a Policy on dealing with Related
Party Transactions.
During the year under review, based on the recommendations
of the Audit Committee, the said policy was approved by the
Board of Directors at its meeting held on May 28, 2022. The
updated policy is available on the website of the Company
and can be accessed at www.paramountcables.com.
20. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism and a Whistle¬
Blower policy in accordance with provisions of the Act and
Listing Regulations. The Audit Committee periodically review
the complaints and incidents, if any. Protected disclosure can
be made by a whistle blower through an e-mail or letter to the
chairman of the Audit Committee. The Policy is available on
the Companyâs website at www.paramountcables.com.
The Policy provides adequate protection to the Directors,
employees and business associates who report unethical
practices and irregularities. The Policy provides details for
direct access to the Chairman of the Audit Committee. Any
incidents that are reported are investigated and suitable
action is taken in line with the Whistle Blower Policy.
21. AUDITORS AND AUDITORS REPORT
a) Statutory Auditors:
P. Bholusaria & Co., Chartered Accountants (Firm
Registration No. 000468N) were appointed as Statutory
Auditors of the Company for a second term of five
consecutive years at the Annual General Meeting
(âAGMâ) of the Company held on September 29, 2022
to hold office from the conclusion of the 28th AGM of
the Company till the conclusion of the 33rd AGM at a
remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors.
The Statutory Auditorsâ Report forms part of the Annual
Report. The Statutory Auditorâs report does not contain
any qualification, reservation or adverse remark for the
year under review.
As per the requirements of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is
required to maintain cost records. The Cost Audit Report
for the year ended March 31, 2022 was filed with the
Central Government within the prescribed time. M/s
Jain Sharma & Associates, Cost Accountants were the
Cost Auditor of the Company for the FY 2022-23.
The Board of Directors, on the recommendation of the
Audit Committee, has re-appointed M/s Jain Sharma
& Associates, Cost Accountants, (Firm Registration
Number: 000270) as Cost Auditor to audit the cost
accounts of the Company for the Financial Year 2023¬
24. As required under the Act, a resolution seeking
membersâ approval for the remuneration payable to the
Cost Auditor forms part of the Notice convening the AGM
for their ratification.
There are no qualifications, reservations or adverse
remarks made by Cost Auditors in their Report for FY
2022-23. Further, the Cost Audit Report for the FY 2021¬
22 was filed on September 03, 2022, and for the FY 2022¬
23 the Cost Audit Report to be filed within due date.
Pursuant to the provisions of Section 204 of the Act and
rules made thereunder, the Company had appointed
Ms. Rekha Mittal (Membership No. FCS - 8800 & CP No. -
10180), Practicing Company Secretary to undertake the
Secretarial Audit of the Company for the FY 2022-23.
However, Ms. Rekha Mittal, Practicing Company
Secretary, expressed her unwillingness to continue as
Secretarial Auditor for the FY 2022-23, due to her pre¬
occupation elsewhere.
The Board has appointed M/s Abhishek Mittal &
Associates, Practising Company Secretary (Membership
No. FCS -7273 & CP No. - 7943) to undertake the
Secretarial Audit of the Company for the FY 2022-23,
based on consent received from M/s Abhishek Mittal &
Associates, Practising Company Secretary.
The Secretarial Audit Report for the financial year ended
March 31, 2023, is annexed herewith in Form MR-3, and
marked as Annexure A to this Report.
The Board of Directors reviewed the remark made by the
Secretarial Auditor that:
⢠In Form MGT-14 and SH-7, there was a clerical error
in the attachment of the forms filed.
⢠The Company has implemented software
named Insiderlens w.e.f. 28th September, 2022,
for maintaining Structured Digital Database
(SDD). Before this implementation, the SDD
was maintained in password protected Excel
and access was available with Key Managerial
personnel of the Company.
⢠The Company has filed few Forms after the due
date.
Comment of Board of Directors:
The Comment of the Auditor is Self-Explanatory.
d) Annual Secretarial Compliance Report
Pursuant to Regulation 24A of Listing Regulations read
with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated
February 08, 2019, the Annual Secretarial Compliance
Report of the Company for the financial year ended
March 31, 2023, obtained from Nitin Gupta, Company
Secretary in Whole Time Practice, was submitted to the
stock exchange(s) and uploaded on the website of the
Company at www.paramountcables.com.
In terms of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, the
Company has appointed M/s Jagdish Chand & Co.,
Chartered Accountant as the internal auditor of the
Company.
The Auditors of the Company have not reported any fraud as
specified under section 143(12) of the Companies Act, 2013.
23. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Over the years, the Company has focused on several corporate
social responsibility programmes like Empowering Children
and Women, Promoting Health & Sanitation, Nurturing
Communities and COVID vaccination drive. In accordance
with the provisions of the Act read with Rules made
thereunder, the Company was not required to constitute the
CSR Committee and to make any CSR contribution during the
FY 2022-23.
However, the Board in its meeting held on May 19, 2023, has
constituted a CSR Committee in accordance with Section
135(1) of the Companies Act, 2013, the details of which have
been provided in the Corporate Governance Report forming
part of this Annual Report, to formulate the CSR policy and to
recommend the amount of expenditure to be incurred on CSR
activities for the FY 2023-24.
24. LOANS, GUARANTEE(S) OR INVESTMENT(S)
During the year, your Company has duly complied with the
provisions of section 186 of the Companies Act, 2013 and
no loan and guarantee was granted by the Company under
Section 186 of the Companies Act, 2013. The particulars of the
investments made by the Company have been disclosed in
the financial statements.
25. SEXUAL HARASSMENT POLICY, HEALTH AND SAFETY
The Company is conscious of the importance of
environmentally clean and safe operations. The Companyâs
policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources. As part of
the legal responsibility and zero tolerance towards sexual
harassment at the workplace, 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
Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment
of women at workplace. The Company has constituted
Internal Complaint Committee to redress and resolve any
complaints arising under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year, there was no complaint lodged with the
Internal Complaint Committee, formed under âThe Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013â.
26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
As required under Section 197(12) of the Act read with Rule
5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details of the ratio of
the remuneration of each director to the median employeeâs
remuneration and such other details as prescribed therein
are given in âAnnexure-Bâ, which is attached hereto and
forms a part 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,
no employee is covered under the purview of the aforesaid
Section/Rule.
27. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS
PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF
LISTING REGULATIONS.
During the year under review, the funds raised through
preferential allotment of warrants and their consequent
conversion into equal number of equity shares to Promoter
Group and Non-Promoters have been utilized as per the
objects / purpose of the preferential allotment as stated in
the Explanatory statement of the Notice of General Meeting
dated 09.08.2022 and 14.12.2022 respectively, of the Company and there was no deviation in the utilization of proceeds. The details
of utilization of proceeds are as under:
|
Objects for which funds have been raised and where there has been a deviation, |
in the following table: |
||||
|
Original Object |
Modified |
Original |
Modified |
Funds Utilized |
Amount of Deviation/ |
|
PROMOTER GROUP CATEGORY |
|||||
|
To meet Companyâs Capital |
N.A. |
44.95 |
N.A. |
11.24 |
N.A. |
|
Total |
44.95 |
11.24 |
|||
|
*NON-PROMOTER CATEGORY |
|||||
|
Capital Expenditure |
N.A. |
20.00 |
N.A. |
- |
N.A. |
|
Working Capital Requirement |
N.A. |
82.00 |
N.A. |
20.27 |
N.A. |
|
General Corporate Purpose |
N.A. |
32.81 |
N.A. |
8.09 |
N.A. |
|
Total |
134.81 |
28.36 |
|||
*The Company has allotted 6,23,25,925 equity share warrants
and received '' 33.65 crores (i.e., '' 5.40 per equity warrant)
towards application money. Out of the total amount received,
the Company has utilized '' 28.36 crores and '' 5.29 crores was
kept in mutual funds and bank account of the Company.
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings and
Outgo as required under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is annexed as âAnnexure Câ and forms part of this
Report.
29. DETAILS OF MONEY ACCEPTED FROM DIRECTORS
The Company has received the unsecured loan from Mr.
Sandeep Aggarwal, Managing Director of the Company.
The Company has received the declaration and necessary
disclosures made in this regard.
The Company is committed to adheres to the Corporate
Governance requirements set out by the Securities and
Exchange Board of India (âSEBIâ). The report on Corporate
Governance as stipulated under regulation 34 (3) read with
Schedule V of the Listing Regulations forms part of the
Annual Report. The requisite certificate from the Auditors of
the Company confirming compliance with the conditions of
Corporate Governance is attached to the report on Corporate
Governance.
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report on the
operations of the Company, as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as âListing Regulationsâ) is provided
in a separate section and forms an integral part of this Report.
The Company holds ISO 9001:2015 for Quality Management
System, ISO 14001:2015 for Environment Sustainability
and ISO 45001:2018 for Occupational Health and Safety
Management, certifications for its plants at Khushkhera,
Rajasthan and Dharuhera, Haryana. In addition to this,
the Company has UL and LPCB approvals for supply of its
products in the International Market.
All insurable interest of the Company including inventories,
buildings and plant & machinery are adequately insured.
Your Directors state that no disclosure or reporting is required
in respect of the following 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 under any scheme.
d) The Company has not bought back any of its securities
e) Neither the Managing Director nor the Whole Time
Director of the Company receives any remuneration or
commission from any of its subsidiaries.
f) No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Companyâs operations in
future.
g) There has been no change in the nature of business of
the Company.
h) Transfer of unclaimed/unpaid amount to Investor
Education and Protection Fund
i) Details of application made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016.
j) details of difference between amount of the valuation
done at the time of one-time settlement and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.
k) Detailed reasons for revision of financial statements
and report of the Board in terms of Section 131(1) of the
Companies Act, 2013
35. ACKNOWLEDGEMENT AND APPRECIATION
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees
of the Company. The Board of Directors would also like to
express their sincere appreciation for the assistance and
co-operation received from the government and regulatory
authorities, banks, customers, vendors and members
during the year under review. The Board would like to take
this opportunity to express its gratitude to you all, partners
in our enterprise, for your confidence, encouragement and
unstinting support.
For and on behalf of the Board of Directors of
Paramount Communications Limited
Place: New Delhi Chairman & CEO
Date: 10.08.2023 DIN: 00001788
Mar 31, 2018
Directors'' Report
To,
The Members of
Paramount Communications Limited
The directors hereby present the 24th Annual Report along with audited statement of accounts of the Company for the year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March, 2018 is summarized below:
(Rs, in Lakhs)
|
Particulars |
Year ended 31st March, 2018 |
Year ended 31st March, 2017 |
|
Total Revenue including Other Income |
43,918 |
35,432 |
|
Less: Excise Duty |
918 |
3,445 |
|
Net Revenue including Other Income |
43,000 |
31,986 |
|
Profit/ (Loss) before Interest, Depreciation, Tax and Exceptional items |
107 |
(4,395) |
|
Interest |
415 |
1,903 |
|
Depreciation & Amortization of FCMITDA |
923 |
969 |
|
Profit/(Loss) before Tax and Exceptional Items |
(1,231) |
(7,267) |
|
Exceptional Items |
2,700 |
8,739 |
|
Tax Expenses |
- |
- |
|
Profit/(Loss) after Tax and Exceptional Items |
1,469 |
1,472 |
|
Other Comprehensive Income |
(6) |
(29) |
|
Total Net Profit/(Loss) for the year including other Comprehensive Income |
1,464 |
1,443 |
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
As a result of concerted and constant efforts of the promoters to revive and rehabilitate the Company, the Company has been able to settle majority of its secured creditors, viz. State Bank of India, State Bank of Patiala, IDBI Bank and Dena Bank, who have assigned their debts to an Asset Reconstruction Company(ARC) i.e. Invent Assets Securitization and Reconstruction Private Limited. Further, the Company has reached settlement with ARC and the settled amount is to be repaid in a phased manner The Company has entered into a One-Time Settlement with Standard Chartered Bank and the amount thereof has been duly paid.
During the financial year ended 31st March 2018, your Company recorded total revenue of RS, 439.18 Core as compared to the total revenue of RS, 354.32 Core recorded during the previous financial year ended 31st March 2017. Net Revenue from operations for the year ended 31st March 2018 has increased by about 34% over the corresponding period last year. The total Net Profit including other comprehensive Income of the Company for the financial year ended 31st March 2018, RS, 14.64 Crore as against RS, 14.43 Crore during previous year 2016-2017. Details of the Exceptional Items have been mentioned in Notes to the Financial Statements in this Annual Report.
2. DIVIDEND
Your directors do not recommend declaration of any dividend for the FY 2017-18.
5. TRANSFER TO RESERVES
In view of insufficient profits earned by the Company during the current financial year, your Company do not propose to transfer funds to the General Reserves.
6. PUBLIC DEPOSITS
During the FY 2017-18, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
7. BOARD OF DIRECTORS
In compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the independent directors of the Company viz. Mr. S.P.S. Danni, Mr. Satan Pal, Mr. Vijay Bhutan and Mrs. Malini Gupta hold office for a fixed term of five (5) years and are not liable to retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Sanded Agawam (DIN 00002646), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his re-appointment as a Director.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the director proposed to be reappointed, the nature of expertise in specific functional areas, names of the companies in which he holds directorship(s) and membership/chairmanship of Board Committees, shareholding and relationships between directors inter-se, are forming part of the Notice of Annual General Meeting.
8. DECLARATION OF INDEPENDENCE
In compliance with the provisions of Section 149 (7) of the Companies Act, 2013, each Independent Director has given a written declaration to the Company, thereby confirming that he/she meets the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
9. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:
The Company has also arrived at a settlement with its unsecured creditors viz. US$ 7.5 Million Outstanding FCCB holders, and the outstanding bondholders have agreed to accept 7921 Equity Shares per Outstanding Bond, in lieu of dues payable to them. Consequently, during the financial year 2018-19, 1 1881500 Equity Shares of RS,2/- each, have been issued at a premium, at a price of RS,28.40/- per Equity Share, in accordance with the agreed terms.
Further, the Non-Convertible Redeemable Preference Shares (NCRPS), which were redeemable in the year 2023, were redeemed by the Company during the financial year 2017-2018, by way of fresh issue of Equity Shares of RS,2/- each, at a price of RS,5.25/- per share. This has resulted in improving the net worth of the Company on long term basis, as the obligation for repayment on redemption of preference shares has ceased. Accordingly, 17669000 Equity Shares of RS,2/- each, ranking pari-passu with the existing Equity Shares of the Company were issued to the holders of NCRPS.
Keeping in view the aforesaid settlement and the current position of the Company, the management expects a turn-around in the operations of the Company. The net worth of the company has already turned positive during the year under review.
Further, during the financial year 2018-2019, the Promoters and other persons/entities forming part of the Promoter group have infused funds amounting to RS,25.94 Core for strengthening the financial position of the Company, by way of issue of 17000000 Equity Shares on preferential basis.
4. FUTURE OUTLOOK
As a result of policies formulated by the Government of India, the domestic Optical Fiber Cables industry is expected to grow at a good pace. Other sectors like Power and Railways are also expected to grow at a better pace as compared to last year. However, competitive conditions are likely to persist over the medium-term in the cable industry. The Company''s focus in future, shall be to sustain and increase the momentum in its business segments namely, Optical Fibre Cables, Power Cables and Railway Signaling Cables etc. by leveraging its inherent strength of product development as per evolving industrial standards and superior project execution capabilities to drive both the short term and long term growth.
Your Company''s vision for the coming year is to be a key participant in every relevant initiative of the Government so as to improve growth and development prospects of the Company
12. KEY MANAGERIAL PERSONNEL
Mr. Sanjay Agawam, Chairman & CEO, Mr. Sanded Agawam, Managing Director, Mr. Shambhu Kumar Agawam, Chief Financial Officer and Ms. Tanned Sharma, Company Secretary are the Key Managerial Personnel of your Company under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel of the company, during the year under review.
13. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the details of the ratio of the remuneration of each director to the median employee''s remuneration and such other details as prescribed therein are given in "Annexure-A", which is attached hereto and forms a part of the Directors'' Report.
14. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year, 8 (Eight) Board Meetings and 5 (Five) Audit Committee Meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
15. AUDITORS
On the basis of the recommendations of the Audit Committee, the Board of Directors of the Company has appointed P. Bholusaria & Co., Chartered Accountants (Firm Registration No.: 000468N) as the statutory auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 23rd Annual General Meeting of the Company, till the conclusion of the 28th Annual General Meeting to be held in the year 2022.
Your Company has received a certificate from M/s. P Bholusaria & Co., Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed there under
16. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS
There is no qualification, reservation or adverse remark made by the Auditor in his Reports to the Financial
i) In the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;
iii) They had 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;
iv) They had prepared the annual accounts for the financial year ended 31st March, 2018 on a ''going concern'' basis;
v) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) They had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed a policy to carry out performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders'' /Investor''s Grievance Committee, Risk Management Committee and Share Transfer & Transmission Committee.
11. REMUNERATION POLICY
Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy for Directors, KMP and all other employees of the Company. A copy of the Policy is available at the website of the Company.
Note:
1) * The management of Paramount Holdings Limited are taking steps to liquidate the Company in accordance with the applicable laws of the country
2) **AEI Power Cables Limited, United Kingdom has ceased to trade and became dormant i.e. 1st April, 2017. The management of the Company intends to keep the company in existence, for use in foreseeable future, as and when required.
The Consolidated financials include un-audited financials of Paramount Holdings Limited, Cyprus and un-audited financials of AEI Power Cables Ltd., United Kingdom for the year ended 31st March, 2018.
The Company does not have any Joint Venture with any other Company or any Associate Company in India or abroad.
20. MEASURES TAKEN FOR REVIVAL AND REHABILITATION OF THE COMPANY
As stated above in this Report, due to concerted and constant efforts of the promoters to revive and rehabilitate the Company, the Company has been able to settle majority of its creditors - both secured and unsecured. The Company has arrived into a settlement with its unsecured creditors viz. US$ 7.5 Million Outstanding FCCB holders, and the Company has agreed to offer 7921 Equity Shares of the Company for each outstanding Bond.
The liability of repayment to Non-Convertible Redeemable Preference Shares (NCRPS), which were redeemable in the year 2023, was also extinguished during the financial year 2017-2018, by way of fresh issue of Equity Shares of '' 2/each.
The Promoters and other persons/entities forming part of the Promoter group have infused funds amounting to ''25.94 Core in the financial year 2018-2019.
The management is exploring possibilities of new investors in order to invest funds in the Company for modernization, expansion and strengthening the financial position of the Company. The Company has also taken several measures to reduce its cost.
All the aforesaid has resulted in substantial reduction in financial commitments of the Company to a considerable extent, and the remaining debt/financial commitment are within manageable level of the Company. Keeping in view
Statements (both Standalone and Consolidated) for the financial year ended 31st March, 2018.
17. COST AUDITORS
As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Jain Sharma & Associates, Cost Accountants as the Cost Auditor of the Company for the FY 2018-19 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, would be ''50,000/- (Rupees Fifty Thousand only) and out of pocket expenses, plus taxes. The remuneration is subject to the ratification of the members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification.
The Company has received a letter from their firm to the effect that their re-appointment would be within the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the Companies Act, 2013.
18. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A.K. Poplin & Co., Practicing Company Secretaries, were appointed as the Secretarial Auditor of the Company for the FY 2017-18 to undertake the Secretarial Audit of the Company. The Secretarial Audit report for FY 2017-18 forms an integral part of this Annual Report as "Annexure-B" to the Board''s Report.
19. SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
The Company does not have any Indian subsidiary company. However, the Company has the following direct wholly owned 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 subsidiary company, is "in Administration" (as per UK Laws) i.e. 28th February, 2014.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is set out as "Annexure-C" to this report.
25. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
The details of the investments made by the Company are given in the notes to the financial statements.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee and to the Chairman & CEO and Managing Director of the Board.
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 and the Board.
27. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
28. PREVENTION OF SEXUAL HARASSMENT
As part of the legal responsibility and zero tolerance towards sexual harassment at the workplace, a policy for prevention of Sexual Harassment has been adopted by the Company
29. EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
the aforesaid settlement and the current position of the Company, the management expects a turn-around in the operations of the Company.
21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as per the requirements of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed hereto and forms an integral part of the report.
The Company constantly strives for maintenance and improvement in quality of its products and entire R&D activities are directed to achieve the aforesaid goal.
22. ISO CERTIFICATION
The Company holds ISO 9001:2015 and ISO 14001:2015 certifications for both of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana. In addition to this, the Company is certified by BASEC and LPCB for supply of its products in the European Market.
23. PARTICULARS OF EMPLOYEES
The Company is not required to make any disclosure under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee is covered under the purview of the aforesaid Section/Rule.
24. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.
During the year 2017-2018, pursuant to Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior/omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis.
The policy on Related Party Transactions as approved by Board is available at the Company''s website www. paramountcables.com.
The policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Accordingly, the Board of Directors have formulated a Vigil Mechanism/Whistle Blower Policy which is in compliance with the provisions of Sections 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is also available on the website of the Company www.paramountcables.com.
30. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.
As per the requirements of Section 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company The details of the committee are set out in the Corporate Governance Report forming part of this report.
Some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.
31. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.paramountcables.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with shareholders.
All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The provisions are not applicable to the Company. Hence, the Company is not required to make expenditure on CSR, and no CSR committee as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014, has been formulated.
33. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has vigil mechanism policy to deal with instances of fraud and mismanagement, if any
e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013. 2015, a separate section on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report. Further, Management Discussion and Analysis which includes detailed review of operations, performance and future outlook of the Company and its businesses forms a part of this report. 34. INSURANCE
All insurable interest of the Company including inventories, buildings and plant & machinery are adequately insured.
35. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company was not required to transfer any amount to the Investor Education and Protection Fund during the year under review.
36. LISTING OF SHARES
The equity shares of the Company are listed at The BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The BSE & NSE have nation-wide trading terminals and therefore provide full liquidity to investors. Equity shares of the Company were also listed with the Calcutta Stock Exchange Ltd, however, the Company has applied for delisting on 03.03.2004 and the application is still pending for disposal at the exchange by the Calcutta Stock Exchange authorities.
37. INDUSTRIAL RELATIONS
Paramount is an equal opportunities employer. The Company do not discriminate on grounds of age, gender, color, race, ethnicity, language, caste, creed, economic or social status or disability. We handle global preferences and mindsets of both internal and external customers.
The Company humbly acknowledges employee''s contributions with best compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company and motivate them to do better in future.
During the period under review, your Company enjoyed healthy, cordial and harmonious relationship with workers and employees at all levels.
38. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
(Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-D".
39. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c) Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commission from any of its subsidiaries.
d) 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.
40. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors are thankful to the Central and State Government Departments, Organizations and Agencies for the continued guidance and co-operation extended by them.
The Directors wish to place on record their appreciation to all valuable stakeholders viz. customers, shareholders, dealers, vendors, Banks and other business associates for their support. The Directors also acknowledge the unstinted commitment and valued contribution of all employees of the Company.
For and on behalf of the Board
Place: New Delhi (Sanjay Agawam)
Date: 4th August, 2018 Chairman & CEO
Mar 31, 2017
The directors hereby present the 23rd Annual Report along with audited statement of accounts of the Company for the year ended 31st March, 2017.
1. FINANCIAL HIGHLIGHTS
The financial performance of the Company for the year ended 31st March, 2017 is summarized below:
(Rs./Lac)
|
Year ended 31.03.2017 |
Year ended 31.03.2016 |
|
|
Gross Turnover including Other Income |
35,444.81 |
34,633.17 |
|
Profit/ (Loss) before Interest, Depreciation, Tax and Exceptional items |
(4,516.50) |
(4,307.74) |
|
Interest |
1,840.29 |
7,215.54 |
|
Depreciation & Amortization expenses |
816.58 |
858.35 |
|
Profit/(Loss) before Tax and Exceptional Items |
(7,173.37) |
(12,381.63) |
|
Exceptional Items |
7,142.04 |
152.61 |
|
Provision for Taxation |
- |
- |
|
Profit/(Loss) after Tax and Exceptional Items |
(31.33) |
(12,229.02) |
|
Taxation for earlier years |
- |
- |
|
Net Profit/(Loss) for the year |
(31.33) |
(12,229.02) |
The Company achieved gross turnover including other income of Rs.35,444.81 Lac and incurred a net loss of Rs.31.33 Lac for the financial year 2016-2017 as against gross turnover including other income of ''34,633.17 Lac and net loss of Rs.12,229.02 Lac in financial year 2015-2016. Losses before exceptional items have been Rs.7,173.37 Lac as against net loss of Rs.12,381.63 Lac during previous year 2015-2016.
2. DIVIDEND
In view of losses incurred by the Company during the current financial year, your directors do not recommend declaration of any dividend for the financial year 2016-2017.
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
During the year under review, some of the Banks of the consortium have assigned their loan, together with all underlying securities thereto, to an Asset Reconstruction Company (ARC), for settlement of their entire dues.
4. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
Outstanding FCCBs amounting to US$ 7.5 million having face value of US$ 5 Thousand Per Bond were due for redemption on 23rd November, 2011 at a premium equal to 45.54% of the outstanding principal amount i.e. redemption value @ US$ 7,277 Per Bond. Your directors are in discussion with the bond holders for restructuring the terms of FCCBs and intend to settle the outstanding FCCBs on such terms as may be in the best interests of the Company.
The Bonds are listed at Luxembourg Stock Exchange.
5. FUTURE OUTLOOK
As a result of policies formulated by the Government of India, the domestic Optical Fibre Cables industry is expected to grow at a good pace. Other sectors like Power, Railway and Copper Telecom Cables are also expected to grow at a better pace as compared to last year. However, competitive conditions are likely to persist over the medium-term in the cable industry. The Company''s focus in future, shall be to sustain and increase the momentum in its business segments namely, Optical Fibre and Copper Telecom Cables, power cables and railway signalling cables etc. by leveraging its inherent strength of product development as per evolving industrial standards and superior project execution capabilities to drive both the short term and long term growth.
Your Company''s vision for the coming year is to be a key participant in every relevant initiative of the Government so as to improve growth and development prospects of the Company.
6. TRANSFER TO RESERVES
In view of losses incurred by the Company during the current financial year, your Company do not propose to transfer funds to the General Reserves.
7. PUBLIC DEPOSITS
During the financial year 2016-2017, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
8. BOARD OF DIRECTORS
In compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the independent directors of the Company viz.Mr. S.P.S. Dangi, Mr. Satya Pal, Mr. Vijay Bhushan and Mrs. Malini Gupta hold office for a fixed term of five (5) years and are not liable to retire by rotation.
In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Sanjay Aggarwal(DIN: 00001788), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as a Director.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the director proposed to be reappointed, the nature of expertise in specific functional areas, names of the companies in which he holds directorship(s) and membership/chairmanship of Board Committees, shareholding and relationship between directors inter-se, are forming part of the Notice of Annual General Meeting.
9. DECLARATION OF INDEPENDENCE
In compliance with the provisions of Section 149 (7) of the Companies Act, 2013, each Independent Director has given a written declaration to the Company, thereby confirming that he/she meets the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:
i) In the preparation of the annual accounts for the financial year ended 31st March, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
ii) They had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;
iii) They had 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;
iv) They had prepared the annual accounts for the financial year ended 31st March, 2017 on a âgoing concern'' basis;
v) They had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) They had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formed a policy to carry out performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholders''/Investor''s Grievance Committee, Risk Management Committee and Share Transfer & Transmission Committee.
12. REMUNERATION POLICY
Based on the recommendation of the Nomination and Remuneration Committee, the Board as approved the nomination & remuneration policy for Directors, KMP & all other employees of the company. A copy of the Policy is available at website of the company.
13. KEY MANAGERIAL PERSONNEL
Mr. Sanjay Aggarwal, Chairman & CEO, Mr. Sandeep Aggarwal, Managing Director, Mr. Shambhu Kumar Agarwal, Chief Financial Officer and Ms. Tannu Sharma, Company Secretary are the Key Managerial Personnel of your Company under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There has been no change in the Key Managerial Personnel of the company, during the year under review.
14. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employee''s remuneration and such other details as prescribed therein are given in âAnnexure-Aâ, which is attached hereto and forms a part of the Directors'' Report.
15. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year,4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
16. AUDITORS
As per the provisions of Section 139 of the Companies Act, 2013 and the Rules made there under, the Audit Committee have proposed and the Board of Directors of the Company has recommended the appointment of P. Bholusaria & Co., Chartered Accountants (Firm Registration No.: 000468N) as the statutory auditors of the Company. P. Bholusaria & Co., will hold office for a period of five consecutive years from the conclusion of the 23rd Annual General meeting of the Company, scheduled to be held on 17th August, 2017, till the conclusion of the 28th Annual General Meeting to be held in the year 2022, subject to the approval of the shareholders of the Company. The first year of audit will be of the financial statements for the year ending 31st March, 2018, which will also include the review of the quarterly financial statement for the year.
A certificate from the proposed Auditors have been received to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.
17. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS
Auditors Report point No. 8 & 10: Non-provision of interest and other dues and preparation of financial statements on going concern basis:
Management''s Views:
a. Company has obtained balance confirmation from the bank as on 31st March, 2017 and there are no material difference between outstanding as per the bank & outstanding as per company''s books of accounts. Management is of the opinion that no further interest is to be provided, other than that has already been accounted for.
b. The financial statements have been prepared on a going concern basis based on cumulative impact of following mitigating factors:
- The company has not defaulted in payment of statutory dues or its trade creditors etc.;
- The company has entered in Settlement agreement with ARC for dues of two banks assigned to the ARC. Further, Company is negotiating with ARC for settlement of dues for another bank.
- Subsequent to the year end, Company has entered into a settlement agreement with one bank.
- The terms of settlements with ARC and Banks will substantially reduce company''s debt and interest burden and accordingly have a positive impact on the net worth and financials of the Company. Also, Company is confident about meeting terms and conditions of settlement with ARC/Bank, on the basis of projected future cash flows of the Company and undertaking from the promoters to arrange necessary funds for meeting the obligations of settlement.
- The company has strong order book position.
18. COST AUDITORS
As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Jain Sharma & Associates, Cost Accountants as the Cost Auditor of the Company for the financial year 2017-2018 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, would be Rs.50,000/- (Rupees Fifty Thousand only) and out of pocket expenses, plus taxes. The Remuneration is subject to the ratification of the members in terms of section 148 read with rule 14 of Companies (Audit & Auditors) Rules, 2014 & is accordingly placed for your ratification.
The Company has received a letter from their firm to the effect that their re-appointment would be within the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.
19. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A.K. Popli & Co., Practicing Company Secretaries, were appointed to as the Secretarial Auditor of the Company for the financial year 2016-2017. The Secretarial Audit report for financial year 2016-2017 to undertake the secretarial of the company, forms an integral part of this Annual Report as âAnnexure-Bâ to the Board''s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or comment from the Board under Section 134 (3) of the Companies Act, 2013.
20. SUBSIDIARIES
The Company does not have any Indian subsidiary Company. However, the Company has the following wholly owned foreign subsidiaries:
1. Paramount Holdings Limited, Cyprus;*
2. AEI Power Cables Limited, United Kingdom** and
3. â06196375 Cables Limitedâ (formerly AEI Cables Limited), United Kingdom ***
Notes:
1) *The Board of Directors of Paramount Holdings Limited intends to liquidate the Company, in accordance with the applicable laws.
2) **AEI Power Cables Limited, United Kingdom has ceased to trade and became dormant w.e.f. 1stApril, 2017. The management of the Company intends to keep the company in existence, for use in foreseeable future, as and when required.
3) ***â06196375 Cables Limitedâ (formerly AEI Cables Limited), United Kingdom, a subsidiary of the Company, is under Administration w.e.f. 28th February, 2014.
The Consolidated financials include un-audited financials of Paramount Holdings Limited, Cyprus and audited financials of AEI Power Cables Ltd., United Kingdom for the year ended 31st March, 2017.
The Company has no Joint venture with any other Company in India or abroad.
21. REPORTING TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION{BIFR}
Your Company has been registered with the Board for Industrial and Financial Reconstruction (BIFR) under Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 vide case no. 77/2013, order dated 31st October, 2013. However, Ministry of Finance vide Notifications dated November 25, 2016, has appointed 1st December, 2016 as the date on which the provisions of Sick Industrial Companies (Special Provisions) Repeal Act, 2003 shall come into effect and Section 4(b) of the SICA Repeal Act shall be enforced. With the effectiveness of the SICA Repeal Act, the Sick Industrial Companies (Special Provisions) Act, 1985 (âSICAâ) stand repealed and the Board for Industrial and Financial Reconstruction (âBIFRâ) and the Appellate Authority for Industrial and Financial Reconstruction (âAAIFRâ) also stand dissolved.
22. MEASURES TAKEN FOR REVIVAL AND REHABILITATION OF THE COMPANY
During the year under review some of the banks have assigned their debts to an ARC. The company is hopeful that the remaining banks also assign/settle their dues during the current year.
Apart from this, the Company is exploring possibilities of new investors.
The Company has also taken several measures to reduce its cost.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as per the requirements of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed hereto and forms an integral part of the report.
The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.
24. ISO CERTIFICATION
The Company holds ISO 9001:2008 and ISO 14001:2004 certifications for both of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana.In addition to this, the Company is certified by BASEC and LPCB for supply of its products in the European Market.
25. PARTICULARS OF EMPLOYEES
The Company is not required to make any disclosure under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee is covered under the purview of the aforesaid Section/Rule.
26. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.
During the year 2016-2017, pursuant to Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior/omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis.
The policy on Related Party Transactions as approved by Board is available at the Company''s website www.paramountcables.com.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is set out as âAnnexure-Câ to this report.
27. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
The details of the investments made by the Company are given in the notes to the financial statements.
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee and to the Chairman & CEO and Managing Director of the Board.
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 and the Board.
29. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
30. EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure-Dâ.
31. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans.
As per the requirements of Section 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company. The details of the committee are set out in the Corporate Governance Report forming part of this report.
Some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.
32. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company''s website www.paramountcables.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with shareholders.
All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.
33. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
Due to the continuous losses and negative net worth of the company, the provisions are not applicable to the Company, hence, the Company is not required to make expenditure on CSR, and no CSR committee as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014, has been formulated.
34. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has vigil mechanism policy to deal with instances of fraud and mismanagement, if any.
The policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Accordingly, the Board of Directors have formulated a Vigil Mechanism/Whistle Blower Policy which is in compliance with the provisions of Sections 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The policy is also available on the website of the Company www.paramountcables.com.
35. INSURANCE
All insurable interest of the Company including inventories, buildings and plant & machinery are adequately insured.
36. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The money lying in the unpaid dividend account relating to dividend paid in the financial year 2007-2008, was duly transferred to the Investor Education and Protection Fund during the previous year. Thereafter the company has not declared any dividend.
37. LISTING OF SHARES
The equity shares of the Company are listed at The Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The BSE & NSE have nation-wide trading terminals and therefore provide full liquidity to investors. Equity shares of the Company were also listed with the Calcutta Stock Exchange Ltd, however, the Company has applied for delisting on 03.03.2004 and the application is still pending for disposal at the exchange by the Calcutta Stock Exchange authorities.
The Foreign Currency Convertible Bonds (FCCBs) issued by the Company in the international market are listed at Luxembourg Stock Exchange
38. INDUSTRIAL RELATIONS
Paramount is an equal opportunities employer. The Company do not discriminate on grounds of age, gender, colour, race, ethnicity, language, caste, creed, economic or social status or disability. We handle global preferences and mindsets of both internal and external customers.
The Company humbly acknowledge employees contributions with best compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company and motivate them to do better in future.
During the period under review, your Company enjoyed healthy, cordial and harmonious relationship with workers and employees at all levels.
39. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report. Further, Management Discussion and Analysis which includes detailed review of operations, performance and future outlook of the Company and its businesses forms a part of this report.
40. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c) Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commission from any of its subsidiaries.
d) 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.
e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
41. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors are thankful to the Central and State Government Departments, Organizations and Agencies for the continued guidance and co-operation extended by them.
The Directors wish to place on record their appreciation to all valuable stakeholders viz. customers, shareholders, dealers, vendors, Banks and other business associates for their support. The Directors also acknowledge the unstinted commitment and valued contribution of all employees of the Company.
For and on behalf of the Board
Place: New Delhi (Sanjay Aggarwal)
Date : 30.06.2017 Chairman & CEO
Mar 31, 2016
DIRECTORSâ REPORT
To,
The Members,
The directors hereby present the 22nd Annual Report along with audited statement of accounts of the Company for the year ended 31st March, 2016.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March, 2016 is summarised below:
(Rs,/Lac)
|
Year ended 31.03.2016 |
Year ended 31.03.2015 |
|
|
Gross Turnover including Other Income |
34,633.17 |
49,856.26 |
|
Profit/ (Loss) before Interest, Depreciation and Tax |
(4,307.74) |
(3,544.94) |
|
Interest |
7,215.54 |
5,829.13 |
|
Depreciation & Amortization of FCMITDA |
858.35 |
929.70 |
|
Profit/(Loss) before Tax |
(12,381.63) |
(10,303.77) |
|
Exceptional Items |
152.61 |
(10.07) |
|
Provision for Taxation |
- |
- |
|
Profit/(Loss) after Tax and Exceptional Items |
(12,229.02) |
(10,313.84) |
|
Taxation for earlier years |
- |
- |
|
Net Profit/(Loss) for the year |
(12,229.02) |
(10,313.84) |
The Company achieved gross turnover including other income of Rs,34,633.17 Lac and incurred a net loss of Rs,12,229.02 Lac for the financial year 2015-2016 as against gross turnover including other income of Rs,49,856.26 Lac and net loss of Rs,10,313.84 Lac in financial year 2014-2015. Loss before exceptional items has been Rs,12,381.63 Lac as against net loss of Rs,10,303.77 Lac during previous year 2014-2015.
2. DIVIDEND
In view of loss incurred by the Company during the current financial year, your directors do not recommend declaration of any dividend for the year 2015-2016.
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of the Company during the year 2015-2016.
4. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
Outstanding FCCBs amounting to US$ 7.5 million were due for redemption on 23rd November, 2011 at a premium equal to 145.54% of the outstanding principal amount i.e. @ US$ 7,277. Your directors are making efforts for restructuring the terms of FCCBs in discussion with the bond holders.
The Bonds are listed at Luxembourg Stock Exchange.
5. GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Global Depository Receipts issued by the Company during the financial year 2006-2007 are listed at Luxembourg Stock Exchange. There are GDRs outstanding which represents 301,750 equity shares of Rs,2/- each as on 31st March, 2016.
6. FUTURE OUTLOOK
As a result of policies formulated by the Government of India, the domestic Optical Fibre Cables industry is expected to grow at a good pace. Other sectors like Railway, Telecom and Power are expected to grow at a better pace as compared to last year. However, competitive conditions are likely to persist over the medium-term in the Power Cable segment due to competition and funds shortages.
Your Companyâs vision for the coming year is to be a key participant in every relevant initiative of the Government so as to improve growth and development prospects of the Company.
7. TRANSFER TO RESERVES
In view of loss incurred by the Company during the current financial year, your Company do not propose to transfer funds to the General Reserves.
8. PUBLIC DEPOSITS
During the financial year 2015-2016, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
9. BOARD OF DIRECTORS
In compliance with the provisions of Section 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the independent directors of the Company viz. Mr. S.P.S. Dangi, Mr. Satya Pal , Mr. Vijay Bhushan and Mrs. Malini Gupta hold office for a fixed term of five (5) years and are not liable to retire by rotation.
Further, in accordance with the provisions of the Section 152 of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Sandeep Aggarwal, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment as a Director.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the director proposed to be reappointed, the nature of his expertise in specific functional areas, names of the companies in which he holds directorship(s) and membership/chairmanship of Board Committees, shareholding and relationships between directors inter-se, are forming part of the Notice of Annual General Meeting.
10. DECLARATION OF INDEPENDENCE
In compliance with the provisions of Section 149 (7) of the Companies Act, 2013, each Independent Director has given a written declaration to the Company, thereby confirming that he/she meets the criteria of independence as mentioned under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
11. DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, your Directors hereby confirm that:
i) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;
ii) they had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review;
iii) they had 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;
iv) they had prepared the annual accounts for the financial year ended 31st March, 2016 on a âgoing concernâ basis;
v) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
vi) they had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (erstwhile Clause 49 of the Listing Agreement), the Board has formed a policy to carry out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee, Stakeholdersâ /Investorâs Relationship Committee, Risk Management Committee and Share Transfer & Transmission Committee.
13. REMUNERATION POLICY
Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Nomination and Remuneration Policy for Directors, KMP and all other employees of the Company. A copy of the Policy is available at the website of the Company.
14. KEY MANAGERIAL PERSONNEL
Mr. Sanjay Aggarwal, Chairman & CEO, Mr. Sandeep Aggarwal, Managing Director, Mr. Shambhu Kumar Agarwal, Chief Financial Officer and Ms. Tannu Sharma, Company Secretary are the Key Managerial Personnel of your Company under the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
15. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ETC.
As required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of the ratio of the remuneration of each director to the median employeeâs remuneration and such other details as prescribed therein are given in âAnnexure-Aâ, which is attached hereto and forms a part of the Directorsâ Report.
16. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year, 4 (Four) Board Meetings and 4 (Four) Audit Committee Meetings were convened and held. The details of these meetings are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.
17. AUDITORS
M/s Jagdish Chand and Co., Chartered Accountants, New Delhi, (Firm Registration No. 000129N) the statutory auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Audit Committee had recommended their re-appointment. The certificate from the Auditors have been received to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013.
18. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS
Auditors Report point No. 9 (a): Preparation of financial statements on going concern basis.
The accompanying financial statements have been prepared on a going concern basis despite negative net worth, overdue in redemption of Foreign Currency Convertible Bonds (FCCBs) etc.
Your Company is hopeful that the Company will be able to generate profits in future years and meet its financial obligations. The management is also exploring inducting financial investor(s) in the Company and/or joint venture with foreign companies. The accompanying financial statements have been prepared on a going concern basis based on cumulative impact of the following mitigating factors:
- Company has not defaulted in payment of statutory dues.
- Company has proposed the banks to restructure its loan repayments.
- The management is also exploring induction of financial investors in the Company and/or joint venture with foreign companies to improve its financial strength.
- Company has good order book position.
Auditors Report point No. 9 (b): Payment of interest on borrowings.
Interest on borrowing from banks has been provided based upon information available from banks and as per best estimates of the management.
Auditors Report point No. 9 (c): Assignment of debt to Securitization and Asset Reconstruction Company
During the year under review, one of the Bankers has assigned and transferred the loan together with all underlying securities thereto and rights etc., to a Securitization and Asset Reconstruction Company.
19. COST AUDITORS
The Board of Directors had appointed M/s. Jain Sharma & Associates, Cost Accountants as the Cost Auditor of your Company for the financial year 2015-2016 to conduct the audit of the cost records of your Company.
As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors of the Company has appointed M/s. Jain Sharma & Associates, Cost Accountants as the Cost Auditor of the Company for the financial year 2016-2017 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, would be ''50,000/- (Rupees Fifty Thousand only) and out of pocket expenses, plus taxes.
The Company has received a letter from their firm to the effect that their re-appointment would be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.
20. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. A.K. Popli & Co., Practicing Company Secretaries, has been appointed to as the Secretarial Auditor of the Company for the financial year 2015-2016. The Secretarial Audit report for financial year 2015-2016 forms an integral part of this Annual Report as âAnnexure-Bâ to the Boardâs Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
21. SUBSIDIARIES
The Company does not have any Indian subsidiary Company. However, the Company has the following direct/ indirect wholly owned foreign subsidiaries:
1. Paramount Holdings Limited, Cyprus; *
2. AEI Power Cables Limited, United Kingdom and
3. â06196375 Cables Limitedâ (formerly AEI Cables Limited), United Kingdom **
Notes:
1) *The Board of Directors of Paramount Holdings Limited have initiated steps to liquidate the Company.
2) **"06196375 Cables Limited" (formerly AEI Cables Limited), United Kingdom is under Administration w.e.f. 28th February, 2014.
The Consolidated financials include audited financials of Paramount Holdings Limited, Cyprus and AEI Power Cables Ltd., United Kingdom for the year ended 31st March, 2016.
The Company has no Joint venture with any other Company in India or abroad.
22. REPORTING TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION {BIFR}
Your Company has been registered with the Board for Industrial and Financial Reconstruction (BIFR) under Section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 vide case no. 77/2013, order dated 31st October, 2013.
23. MEASURES TAKEN FOR REVIVAL AND REHABILITATION OF THE COMPANY
The Company has approached its bankers with restructuring request to convert a substantial part of loan into convertible securities. Apart from this the Company is exploring possibilities of new investors and joint venture with foreign companies.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as per the requirements of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are annexed hereto and forms an integral part of the report.
The Company constantly strives for maintenance and improvement in quality of its products and entire Research
& Development activities are directed to achieve the aforesaid goal.
25. ISO CERTIFICATION
The Company holds ISO 9001:2008 and ISO 14001:2004 certifications for both of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana. In addition to this, the Company is certified by BASEC and LPCB for supply of its products in the European Market.
26. PARTICULARS OF EMPLOYEES
The Company is not required to make any disclosure under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as no employee is covered under the purview of the aforesaid Section/Rule.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.
During the year 2015-2016, pursuant to Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all Related Party Transactions were placed before the Audit Committee and also for the Board approval, wherever required. Prior/omnibus approval of the Audit Committee is generally obtained for the transactions which are of a foreseen and repetitive nature and these transactions are reviewed by the Audit Committee on quarterly basis.
The policy on Related Party Transactions as approved by Board is available at the Companyâs website www.paramountcables.com.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is set out as âAnnexure-Câ to this report.
28. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.
The details of the investments made by the Company are given in the notes to the financial statements.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee and to the Chairman & CEO and Managing Director of the Board.
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 and the Board.
30. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
31. EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as âAnnexure-Dâ.
32. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses the risks in the internal and external environment, along with the cost of treating risks and incorporates risk
treatment plans in its strategy, business and operational plans.
As per the requirements of Section 134(3)(n) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to oversee the risk management efforts in the Company. The details of the committee are set out in the Corporate Governance Report forming part of this report.
Some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this report.
33. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in âZero Toleranceâ against bribery, corruption and unethical dealings/behaviours of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.paramountcables.com.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practice and in dealing with shareholders.
All the Board Members and the Senior Management Personnel have confirmed compliance with the Code.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
As the provisions are not applicable on the Company, and the Company is not required to make expenditure on CSR, hence no CSR committee as prescribed under Companies (Corporate Social Responsibility Policy) Rules, 2014, has been formulated.
35. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has vigil mechanism policy to deal with instances of fraud and mismanagement, if any.
The policy ensures that strict confidentiality is maintained while dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. Accordingly, the Board of Directors have formulated a Vigil Mechanism/Whistle Blower Policy which is in compliance with the provisions of Sections 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy is also available on the website of the Company www.paramountcables.com.
36. INSURANCE
All insurable interest of the Company including inventories, buildings and plant & machinery are adequately insured.
37. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 125 of the Companies Act, 2013 read with Companies (Declaration and Payment of Dividend) Rules, 2014, the Company has transferred ''4,67,295/- (Rupees Four Lac Sixty Seven Thousand Two Hundred and Ninety Five) to the Investor Education and Protection Fund. This amount was lying unclaimed/unpaid with the Company for a period of seven years after declaration of Dividend for the financial year ended 2007-2008.
38. LISTING OF SHARES
The equity shares of the Company are listed at The Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The BSE & NSE have nation-wide trading terminals and therefore provide full liquidity to investors. Equity shares of the Company were also listed with the Calcutta Stock Exchange Ltd, however, the Company has applied for delisting on 03.03.2004 and the application is still pending for disposal at the exchange by the Calcutta Stock Exchange authorities.
The Global Depository Receipts (GDRs) and Foreign Currency Convertible Bonds (FCCBs) issued by the Company in the international market are listed at Luxembourg Stock Exchange
39. INDUSTRIAL RELATIONS
Paramount is an equal opportunities employer. The Company do not discriminate on grounds of age, gender, colour, race, ethnicity, language, caste, creed, economic or social status or disability. The global workforce spreads across the continents forms the backbone of the entity. We handle global preferences and mindsets of both internal and external customers.
During the period under review, your Company enjoyed healthy, cordial and harmonious relationship with workers and employees at all levels.
40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with a certificate from the Auditors on its compliance, forms an integral part of this report. Further, Management Discussion and Analysis which includes detailed review of operations, performance and future outlook of the Company and its businesses forms a part of this report.
41. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Issue of equity shares with differential rights as to dividend, voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
c) Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commission from any of its subsidiaries.
d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.
e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors are thankful to the Central and State Government Departments, Organizations and Agencies for their continued guidance and co-operation extended by them.
The Directors wish to place on record their appreciation to all valuable stakeholders viz. customers, shareholders, dealers, vendors, Banks and other business associates for their support. The Directors also acknowledge the unstinted commitment and valued contribution of all employees of the Company.
For and on behalf of the Board
Place: New Delhi (Sanjay Aggarwal)
Date : 05.08.2016 Chairman & CEO
Mar 31, 2015
Dear Members,
The directors hereby present the 21st Annual Report along with audited
statement of accounts of the Company for the year ended 31st March,
2015.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March,
2015 is summarised below:
(Rs.Lac)
Year ended Year ended
31.03.2015 31.03.2014
Gross Turnover including Other Income 49,856.26 45,397.83
Profit/ (Loss) before Interest,
Depreciation and Tax (3,544.94) (2,269.39)
Interest 5,829.13 3,593.49
Depreciation & Amortisation of FCMITDA 929.70 1,092.73
Profit/(Loss) before Tax (10,303.77) (6,954.61)
Exceptional Items (10.07) (3,391.28)
Provision for Taxation - -
Profit/(Loss) after Tax
and Exceptional Items (10,313.84) (10,345.89)
Taxation for earlier years - 2.55
Net Profit/(Loss) for the year (10,313.84) (10,343.34)
The Company achieved gross turnover including other income of
'49,856.26 Lac and incurred a net loss of Rs. 10,313.84 Lac for the
financial year 2014-2015 as against gross turnover including other
income of Rs. 45,397.83 Lac and net loss of 10,343.34 Lac in financial
year 2013-2014. Losses before exceptional items have been Rs. 10,303.77
Lac as against net loss of Rs. 6,954.61 Lac during previous year
2013-2014.
2. DIVIDEND
In view of losses incurred by the Company during the current financial
year, your directors do not recommend declaration of any dividend for
the year 2014-2015.
3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the
financial year of the Company which the financial statement relates and
the date of the report.
4. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
Outstanding FCCBs amounting to US$ 7.5 million were due for redemption
on 23rd November, 2011 at a premium equal to 145.54% of the outstanding
principal amount i.e. @ US$ 7,277. Pending redemption, a winding up
petition has been filed against the Company by the trustees on behalf
of FCCB holders. However, in the hearing held on 16.12.2014, the High
Court of Delhi and Hon'ble Company Court set aside the liquidation
orders pronounced by the same court, in view of reference of the
Company registered with BIFR. The Company Court also directed the
petitioner viz. Bank of New York (BONY) to take any further action, as
may be deemed fit by them, only after seeking prior permission of the
BIFR for initiation of such proceedings. Therefore, the winding up
petition preferred by trustees on behalf of FCCB holders was set aside.
Status quo is being maintained as no further action has been initiated
by BONY for any further proceedings.
The Bonds are listed at Luxembourg Stock Exchange.
5. GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Global Depository Receipts issued by the Company during the
financial year 2006-2007 are listed at Luxembourg Stock Exchange. There
are GDRs outstanding which represents 301,750 equity shares of Rs. 2/-
each as on 31st March, 2015.
6. FUTURE OUTLOOK
During the year under review, your Company consolidated its position
further in the industry through optimum capacity utilisation and new
products launches as per evolving industrial standards. To keep abreast
with the latest trends in the industry, your Company was also vigilant
about technological upgradation of its production facilities, with the
aim of improving assets performance and cost competitiveness.
The domestic Optical Fibre Cables industry is expected to grow at a
good pace but competitive conditions are likely to persist over the
medium-term in the Power Cable segment. The Company's focus in future,
shall be to sustain momentum in the business segments namely, Optical
Fibre and Copper Telecom Cables, power cables and railway signalling
cables, etc. by leveraging its inherent strength of products
development as per evolving industrial standards and superior project
execution capabilities to drive both the short term and long term
growth.
7. TRANSFER TO RESERVES
In view of losses incurred by the Company during the current financial
year, your Company do not proposes to transfer funds to the General
Reserves.
8. PUBLIC DEPOSITS
During the financial year 2014-2015, your Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
9. BOARD OF DIRECTORS
In compliance with the provisions of Section 149, 152, Schedule IV and
other applicable provisions, if any, of the Companies Act, 2013 read
with Companies (Appointment and Qualification of Directors) Rules,
2014, Mr. S.PS. Dangi, Mr. Satya Pal and Mr. Vijay Bhushan were
appointed as Independent Directors on the Board of Directors of your
Company at the 20th Annual General Meeting held on 26th September,
2014, to hold office upto 5 (Five) consecutive years i.e. upto 31st
March, 2019.
Further, in accordance with the provisions of the Section 152 of the
Companies Act, 2013 read with Articles of Association of the Company,
Mr. Sanjay Aggarwal, is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment as a Director.
The Board of Directors of the Company in their meeting held on 30th
January, 2015 appointed Mrs. Malini Gupta as an Additional Director.
Pursuant to Section 161(1) of the Companies Act, 2013, she will hold
the office as Director up to the date of the ensuing Annual General
Meeting. The Company has received notice under Section 160 of the
Companies Act, 2013 proposing her candidature as Director.
In terms of Section 149, 152, Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the
independent directors of the Company will have to be appointed by the
members for a term upto five years, and no independent director shall
be liable to retire by rotation. Mrs. Malini Gupta has given
declaration to the Company under Section 149(6) of the Companies Act,
2013 that she qualifies the criteria of independence. Accordingly, it
is proposed to appoint her as an Independent Director not liable to
retire by rotation for a term of five years upto 31st March, 2020.
In compliance with Clause 49 of the Listing Agreement, brief resume(s)
of the director proposed to be appointed/ reappointed, the nature of
their expertise in specific functional areas, names of the companies in
which they hold directorships and memberships/chairmanships of Board
Committees, shareholding and relationships between directors inter-se,
are forming part of the Notice of Annual General Meeting.
10. DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued thereunder as well as Clause 49 of the
Listing Agreement.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 134(3)(c) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, your
Directors hereby confirm that:
i) In the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards have been
followed along with proper explanation relating to material departure,
if any;
ii) They had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 profit or loss
of the Company for the year under review;
iii) They had 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;
iv) They had prepared the annual accounts for the financial year ended
31st March, 2015 on a 'going concern' basis;
v) They had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were
operating effectively; and
vi) They had devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
12. BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has formed a policy to carry out an
annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit
Committee, Nomination & Remuneration Committee,
Stakeholders'/Investors' Grievance Committee, Risk Management Committee
and Share Transfer & Transmission Committee.
13. REMUNERATION POLICY
The Nomination and Remuneration Committee recommend the appointment of
Director, and there appointment or re-appointment, based on their
qualifications, professional experience, positive attributes, view
points, skills and area of expertise and independence.
14. KEY MANAGERIAL PERSONNEL
Mr. Sanjay Aggarwal, Chairman & CEO, Mr. Sandeep Aggarwal, Managing
Director, Mr. Shambhu Kumar Agarwal, Chief Financial Officer and Ms.
Tannu Sharma, Company Secretary are the Key Managerial Personnel of
your Company under the provisions of Section 2(51) and Section 203 of
the Companies Act, 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
15. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL ETC.
As required under Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
details of the ratio of the remuneration of each director to the median
employee's remuneration and such other details as prescribed therein
are given in "Annexure-A", which is attached hereto and forms a part of
the Directors' Report.
16. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, 6 (Six) Board Meetings and 5 (Five) Audit
Committee Meetings were convened and held. The details of these
meetings are given in the Corporate Governance Report. The intervening
gap between the Meetings was within the period prescribed under the
Companies Act, 2013.
17. AUDITORS
M/s Jagdish Chand and Co., Chartered Accountants, New Delhi, (Firm
Registration No. 000129N) the statutory auditors of the Company retire
at the ensuing Annual General Meeting and being eligible offer
themselves for re- appointment. The Audit Committee had recommended
their re-appointment. The certificate from the Auditors have been
received to the effect that their appointment, if made, would be within
the prescribed limits under Section 141(3)(g) of the Companies Act,
2013.
18. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS
Auditors Report point No. 9 (a): Preparation of financial statements on
going concern basis.
The accompanying financial statements have been prepared on a going
concern basis despite negative net worth, overdue in redemption of
Foreign Currency Convertible Bonds (FCCBs).
Your Company is confident that the Company will be able to generate
profits in future years and meet its financial obligations. The
management is also exploring inducting financial investor(s) in the
Company and/or joint venture with foreign companies. The accompanying
financial statements have been prepared on a going concern basis based
on cumulative impact of the following mitigating factors:
* Company has no over dues in payment of statutory dues or its trade
creditors etc.
* Company has again proposed the banks to reschedule term loans
repayments.
* Company and promoters have undertaken to raise and had raised
adequate finances by way of disposal of assets and induction of fresh
funds by promoters and/or promoter group companies. The management is
also exploring inducting financial investors in the Company and/or
joint venture with foreign companies.
* Company has good order book position.
Auditors Report point No. 9 (b): Payment of interest on borrowings.
Interest on borrowing from banks has been provided based upon
information available from banks and as per best estimates of the
management.
19. COST AUDITORS
The Board of Directors had appointed M/s. Jain Sharma & Associates,
Cost Accountants as the Cost Auditor of your Company for the financial
year 2014-2015 to conduct the audit of the cost records of your
Company.
As per Section 148 read with Companies (Audit and Auditors) Rules, 2014
and other applicable provisions, if any, of the Companies Act, 2013,
the Board of Directors of the Company has appointed M/s. Jain Sharma &
Associates, Cost Accountants as the Cost Auditor of the Company for the
financial year 2015-2016 on the recommendations made by the Audit
Committee. The remuneration proposed to be paid to the Cost Auditor,
would be Rs. 50,000/- (Rupees Fifty Thousand only) and out of pocket
expenses, plus taxes.
The Company has received a letter from their firm to the effect that
their re-appointment would be within the limits prescribed under
Section 141(3)(g) of the Companies Act, 2013 and that they are not
disqualified for such re-appointment within the meaning of Section 141
of the Companies Act, 2013.
The Cost Audit involves audit of the cost records relating to 'Electric
Cables and Conductors' maintained by the Company.
20. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. A.K. Popli & Co., a firm of Company
Secretaries in Practice, was appointed to conduct the secretarial audit
of the Company for the financial year 2014-2015. The Secretarial Audit
report for financial year 2014-2015 forms an integral part of the
Annual Report as "Annexure-B" to the Board's Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
21. SUBSIDIARIES
The Company does not have any Indian subsidiary Company. However, the
Company has the following direct/ indirect wholly owned foreign
subsidiaries:
1. Paramount Holdings Limited, Cyprus;
2. AEI Power Cables Limited, United Kingdom and
3. "06196375 Cables Limited" (formerly AEI Cables Limited), United
Kingdom*
Consolidated financials include audited financials of Paramount
Holdings Limited, Cyprus and AEI Power Cables Ltd., United Kingdom for
the year ended 31st March, 2015.
*"06196375 Cables Limited" (formerly AEI Cables Limited), United
Kingdom, a step down subsidiary of the Company, is under Administration
w.e.f. 28th February, 2014.
The details pertaining to subsidiaries are mentioned under the
statement made pursuant to Section 129 of the Companies Act, 2013,
which forms a part of this Annual Report.
22. REPORTING TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION
{BIFR}
Your Company has been registered with the Board for Industrial and
Financial Reconstruction (BIFR) under Section 15(1) of Sick Industrial
Companies (Special Provisions) Act, 1985 vide case no. 77/2013, order
dated 31st October, 2013. BIFR has restrained Company from disposing of
or alienating in any manner any fixed assets of the Company without
consent of BIFR.
23. MEASURES TAKEN FOR REVIVAL AND REHABILITATION OF THE COMPANY
The Company has approached its bankers with restructuring request to
convert the substantial part of loan into convertible securities. Apart
from this the Company is exploring possibilities of new investors and
joint venture with foreign companies.
The Company is also taking several measures to reduce its cost.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as per the
requirements of Section 134(3)(m) of the Companies Act, 2013, read with
the Companies (Accounts) Rules, 2014, are annexed hereto and forms an
integral part of the report.
The Company constantly strives for maintenance and improvement in
quality of its products and entire Research & Development activities
are directed to achieve the aforesaid goal.
25. ISO CERTIFICATION
The Company holds ISO 9001:2008 and ISO 14001:2004 certifications for
both of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana.
26. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, names and other particulars in respect of employees of the
Company are required to be attached to the Directors' Report. In terms
of Section 136 of the Act, the reports and accounts are being sent to
the members and other entitled thereto, excluding the information on
employees' particulars as there are no employees whose particulars are
required to be disclosed in this report.
27. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large.
During the year 2014-2015, pursuant to Section 177 of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, all Related Party
Transactions were placed before the Audit Committee and also for the
Board approval, wherever required. Prior/omnibus approval of the Audit
Committee is generally obtained for the transactions which are of a
foreseen and repetitive nature and these transactions are reviewed by
the Audit Committee on quarterly basis.
The policy on Related Party Transactions as approved by Board is
uploaded on the Company's website www.paramountcables.com.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014 is set out as "Annexure-C"
to this report.
28. LOANS, GUARANTEES OR INVESTMENTS
The Company has not given any loans or guarantees covered under the
provisions of Section 186 of the Companies Act, 2013.
The details of the investments made by the Company are given in the
notes to the financial statements.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. To maintain its objectivity
and independence, the Internal Auditor reports to the Chairman of the
Audit Committee and to the Chairman and Managing Director of the Board.
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 and the Board.
30. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Directors and the designated employees have confirmed compliance
with the Code.
31. EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) and 92(3) of the Companies Act,
2013 and Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, the details forming part of the extract of the Annual
Return in Form MGT-9 is annexed herewith as "Annexure-D".
32. RISK MANAGEMENT
Your Company recognizes that risk is an integral part of business and
is committed to managing the risks in a proactive and efficient manner.
Your Company periodically assesses the risks in the internal and
external environment, along with the cost of treating risks and
incorporates risk treatment plans in its strategy, business and
operational plans.
As per the requirements of Section 134(3)(n) of the Companies Act, 2013
and Clause 49 of the Listing Agreement, your Company has constituted a
Risk Management Committee to oversee the risk management efforts in the
Company. The details of the committee along with its charter are set
out in the Corporate Governance Report forming part of this report.
There are some of the risks which may pose challenges are set out in
the Management Discussion and Analysis which forms part of this report.
33. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the Company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical
dealings/behaviours of any form and the Board has laid down the
directives to counter such acts. The Code has been posted on the
Company's website www.paramountcables.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and designated employees in
their business dealings and in particular on matters relating to
integrity in the work place, in business practice and in dealing with
shareholders.
All the Board Members and the Senior Management Personnel have
confirmed compliance with the Code. All Management staff were given
appropriate training in this regard.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Company is not required to make expenditure on CSR, hence no CSR
committee as per the prescribed format under Companies (Corporate
Social Responsibility Policy) Rules, 2014, has been formulated.
35. VIGIL MECHANISM/WHISTLE BOWLER POLICY
The Company has vigil mechanism policy to deal with instances of fraud
and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion and
in line with our vision of being one of the most respected companies in
India, the Company is committed to high standards of Corporate
Governance and shareholders responsibility.
The policy ensures that strict confidentiality is maintained while
dealing with concerns and also that no discrimination will be meted out
to any person for a genuinely raised concern. Accordingly, the Board of
Directors have formulated a Vigil Mechanism/Whistle Blower Policy which
is in compliance with the provisions of Sections 177(9) and 177(10) of
the Companies Act, 2013 and Clause 49 of the Listing Agreement. The
policy is also available on the website of the Company
www.paramountcables.com.
36. INSURANCE
All insurable interest of the Company including inventories, buildings
and plant & machinery are adequately insured.
37. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 125 of the Companies Act, 2013
{Erstwhile Section 205C of the Companies Act, 1956} read with Companies
(Declaration and Payment of Dividend) Rules, 2014, the Company has
transferred 4,67,296/- to the Investor Education and Protection Fund.
This amount was lying unclaimed/unpaid with the Company for a period of
seven years after declaration of Dividend for the financial year ended
2006-2007.
38. LISTING OF SHARES
The equity shares of the Company are listed at The Bombay Stock
Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The BSE & NSE have nation-wide trading terminals and therefore provide
full liquidity to investors. The Global Depository Receipts (GDRs) and
Foreign Currency Convertible Bonds (FCCBs) issued by the Company in the
international market are listed at Luxembourg Stock Exchange. Equity
shares of the Company had also been listed with the Calcutta Stock
Exchange Ltd. However, the Company has applied for delisting on
03.03.2004 and the application is still pending for disposal at the
exchange.
39. INDUSTRIAL RELATIONS
Paramount is an equal opportunities employer. The Company do not
discriminate on grounds of age, gender, colour, race, ethnicity,
language, caste, creed, economic or social status or disability. The
global workforce spreads across the continents forms the backbone of
the entity. We handle global preferences and mindsets of both internal
and external customers.
The Company humbly acknowledge employees contributions with best
compensation and benefits that appropriately reward performance. Pay
revisions and other benefits are designed in such a way to compensate
good performance of the employees of the Company and motivate them to
do better in future.
During the period under review, your Company enjoyed healthy, cordial
and harmonious relationship with workers and employees at all levels.
The enthusiasm and unstinting efforts of employees have enabled the
Company to improve its position.
40. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In compliance with the provisions of Clause 49 of the Listing
Agreement, a separate section on Corporate Governance along with a
certificate from the Auditors on its compliance, forms an integral part
of this report. Further, Management Discussion and Analysis which
includes detailed review of operations, performance and future outlook
of the Company and its businesses forms a part of this report.
41. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.
b) Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
c) Neither the Managing Director nor the Whole Time Director of the
Company receives any remuneration or commission from any of its
subsidiaries.
d) 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.
e) During the year under review, there were no cases filed or reported
pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
42. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors convey their thanks to customers, vendors, investors and
banks for their continued support during the year. They also thank the
various Central and State Government Departments, Organisations and
Agencies for their continued help and all the co-operation extended by
them.
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, integrity and continuous
improvement in all functions and areas as well as the efficient
utilisation of the Company's resources.
The Directors wish to place on record their appreciation of the
efficient and loyal services rendered by each and every employee,
without whose whole-hearted efforts, the overall satisfactory
performance would not have been possible.
Your Directors look forward to a long term future with confidence.
For and on behalf of the Board
Place: New Delhi (Sanjay Aggarwal)
Date : 12.08.2015 Chairman & CEO
Mar 31, 2014
Dear Members,
The directors hereby present the 20th Annual Report along with audited
statement of accounts of the Company for the year ended 31st March,
2014.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March,
2014 is summarised below:
(Rs in Lacs)
Year ended Year ended
31.03.2014 31.03.2013
Gross Turnover including Other Income 45,397.83 51,755.11
Profit/(Loss) before Interest, (2,269.39) 502.62
Depreciation and Tax
Interest 3,592.49 3,998.96
Depreciation & Amortisation of FCMITDA 1,092.73 1,163.28
Profit/(Loss) before Tax (6,954.61) (4,659.62)
Exceptional Items (3,391.28) 4,200.85
Provision for Taxation  Â
Profit/(Loss) after Tax and Exceptional Items (10,345.89) (458.77)
Taxation for earlier years 2.55 (5.54)
Net Profit/(Loss) for the year (10,343.34) (464.31)
The Company achieved gross turnover including other income of
Rs.45,397.83 Lac and incurred net loss of Rs.10,343.34 Lac for the
financial year 2013-2014 as against gross turnover including other
income of Rs. 51,755.11 Lac and net loss of Rs.464.31 Lac in financial year
2012-2013. Losses before exceptional items have been Rs. 6,954.61 Lac as
against net loss of Rs.4,659.62 Lac during previous year 2012-2013. The
Company''s turnover declined by 13.25% in FY 2013-2014. During the year
under review, the banks reduced their exposure and your Company faced
tight funds position. There were delays in release of bulk orders for
Optical Fibre Cables due to which performance of the Company has been
affected badly in the financial year 2013-2014.
2. DIVIDEND
In view of losses incurred by the Company during the current financial
year, your directors do not recommend declaration of any dividend for
the year 2013-2014.
3. 0% NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES (NCRPS)
During the previous year, Company has issued 7,65,000 0%
Non-Convertible Redeemable Preference Shares of Rs.100 each to the
promoters and promoter group companies on 30.03.2013. During the year,
a provision for redemption premium on prorata basis has been duly made
in the books of accounts as on 31st March, 2014, amounting to Rs.
22,96,07,788/-.
4. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
Outstanding FCCBs amounting to US$ 7.5 million were due for redemption
on 23rd November, 2011 at a premium equal to 145.54% of the outstanding
principal amount i.e. @ US$ 7,277. Pending redemption, a winding up
petition has been filed against the Company by the trustees on behalf
of FCCB holders. Your Company is contesting the case. The matter is
presently subjudice.
The Bonds are listed at Luxembourg Stock Exchange.
5. GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Global Depository Receipts issued by the Company during the
financial year 2006-2007 are listed at Luxembourg Stock Exchange. There
are GDRs outstanding which represents 301,750 equity shares of Rs.2/-
each on at 31st March, 2014.
6. FUTURE OUTLOOK
The pace of anticipated investment in infrastructure, power, telecom,
railways and industrial sector was affected in the past due to the loss
in growth momentum resulting from global meltdown, financial crises
reported world over during the last few financial years. The cable
industry was also affected due to stiff competition among industry
players. However, the growth seems to be regaining its momentum, the
demand for the Company''s products is imporving.
The Company is focusing upon business segments which may give better
price realization. The Government of India with an objective to connect
2.5 Lac villages across the country with Optical Fibre Cable (OFC) for
offering broadband services came up with National Optical Fibre
Project. Being an eminent player in the Optical Fibre telecom cables
segment, your Company is privileged to become instrumental to serve the
nation by being part of National Optical Fibre Project.
7. BOARD OF DIRECTORS
In accordance with the provisions of the Section 152 of the Companies
Act, 2013 (Erstwhile Section 256 of Companies Act, 1956) read with
Articles of Association of the Company, Mr. Sandeep Aggarwal, is liable
to retire by rotation at the ensuing Annual General Meeting and being
eligible offer himself for re-appointment.
In terms of Section 149, 152, Schedule IV and other applicable
provisions, if any of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014, the
independent directors of the Company will have to be appointed by the
members for a term upto five consecutive years, and no independent
director shall be liable to retire by rotation. Mr. S. P. S. Dangi, Mr.
Satya Pal and Mr. Vijay Bhushan have given declaration to the Company
under Section 149(6) of the Companies Act, 2013 that they qualify the
criteria of independence. Accordingly, it is proposed to appoint them
as Independent Directors not liable to retire by rotation for a term of
five years upto 31st March, 2019.
Mr. Ram Kumar Sharma had been appointed by State Bank of India as
Nominee Director. The Board of Directors at their meeting held on 14th
September, 2013, appointed him as Non-Rotational Nominee Director under
Section 161(3) of the Companies Act, 2013. However, the State Bank of
India vide their letter dated 31.07.2014 have informed the Company that
Mr. Ram Kumar Sharma has resigned from the Board of the Company. The
Board placed on record its sincere appreciation for the contributions
made by him during his tenure as Director of the Company.
In compliance with Clause 49 of the Listing Agreement, brief resume(s)
of the directors proposed to be reappointed, the nature of their
expertise in specific functional areas, names of the companies in which
they hold directorships and memberships/ chairmanships of Board
Committees, shareholding and relationships between directors inter-se,
are forming part of the Notice of Annual General Meeting.
8. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 with respect to Directors'' Responsibility Statement, your
Directors hereby confirm that:
i) In the preparation of the annual accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed except as disclosed and explained in this report.
ii) They had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 profit or loss
of the Company for the year under review.
iii) They had taken proper and sufficient care 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.
iv) They had prepared the accounts for the financial year ended 31st
March, 2014 on a ''going concern'' basis.
9. AUDITORS
M/s Jagdish Chand and Co., Chartered Accountants, New Delhi, (Firm
Registration No. 000129N) the statutory auditors of the Company retire
at the ensuing Annual General Meeting and being eligible offer
themselves for re-appointment. The Audit Committee had recommended
their re-appointment. The certificate from the Auditors have been
received to the effect that their appointment, if made, would be within
the prescribed limits under Section 141(3)(g) of the Companies Act,
2013 (Erstwhile Section 224(1)(B) of the Companies Act, 1956).
10. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS
Auditors Report point No. 7 (a): Preparation of financial statements on
going concern basis.
The accompanying financial statements have been prepared on going
concern basis despite negative net worth, defaults in repayment of loan
installments and interest to banks and other working capital facilities
from banks, default in redemption of Foreign Currency Convertible Bonds
(FCCBs) and filing of winding up petition against the Company on behalf
of FCCB holders.
Your Company is confident that it will be able to generate profits in
future years and dispose-off non-core assets to meet its financial
obligations as may arise. The accompanying financial statements have
been prepared on a going concern basis based on cumulative impact of
the following mitigating factors:
Company has not defaulted in payment of statutory dues or its trade
creditors etc.
Company has again proposed banks to reschedule term loans repayments.
Company and promoters have undertaken to raise and have raised
adequate finances by way of disposal of assets and induction of fresh
funds by promoters and/or promoter group companies.
Company is contesting the winding up petition filed against it. The
matter is presently subjudice.
Company has good order book position.
Auditors Report point No. 7 (b): Payment of managerial remuneration.
Managerial Remuneration of Rs.90,32,489/- and Rs.8,53,720/- to the Chairman
& CEO and Managing Director of the Company for the year ended 31st
March, 2014 and for March, 2013 respectively, is as approved by the
shareholders by way of postal ballot. However, this is subject to final
approval from the Central Government. Any change in terms of their
appointments as directed by the Central Government at the time of
giving approval shall be carried out accordingly.
11. COST AUDITORS
The Board of Directors of the Company has appointed M/s. Jain Sharma &
Associates, Cost Accountants as Cost Auditors of the Company for the
financial year 2014-2015 on recommendations made by the Audit
Committee. The remuneration proposed to be paid to the Cost Auditor,
would be Rs.45,000/- (Rupees Forty Five Thousand only) plus taxes.
The Cost Audit involves audit of the cost records relating to ''Electric
Cables and Conductors'' maintained by the Company at its units situated
at Khushkhera and Dharuhera.
During the year, the Cost Audit Report for both the units was filed
with the Ministry of Corporate Affairs, Government of India in XBRL on
26.09.2013.
12. SUBSIDIARIES
The Company does not have any Indian subsidiary Company. However, the
Company has the following direct/indirect wholly owned foreign
subsidiaries:
1. Paramount Holdings Limited, Cyprus;
2. AEI Power Cables Limited, United Kingdom and
3. "06196375 Cables Limited" (formerly AEI Cables Limited), United
Kingdom *
Consolidated financials include audited financials of Paramount
Holdings Limited, Cyprus and AEI Power Cables Ltd., United Kingdom for
the year ended 31st March, 2014.
"06196375 Cables Limited" (formerly AEI Cables Limited), United
Kingdom, a step down subsidiary of the Company, is under Administration
w.e.f. 28th February, 2014.
Particulars relating to subsidiary companies, as required under Section
212 of the Companies Act, 1956 are annexed herewith.
13. EXEMPTION U/S 212 FOR SUBSIDIARIES
The Company has availed exemption from attaching Balance Sheet, Profit
& Loss Account, Directors'' Report, Auditors Report and such other
documents of the subsidiary Companies as prescribed under Section
212(1) of the Companies Act, 1956 with its annual report. The exemption
is being availed in terms of General Circular No. 2/2011 dated 8th
February, 2011 issued by Ministry of Corporate Affairs granting general
exemption under Section 212(8) of the Companies Act 1956.
Accordingly, the consolidated financials and gist of financial
performance of subsidiaries are forming part of the present annual
report. Further the annual accounts of the subsidiary Companies are
kept open for inspection by any member/ investor during business
working hours at the registered office of the Company and a copy of the
same along with detailed information will be made available on demand
of any member of the Company or any of its subsidiaries to that effect.
14. REPORTING TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION
{BIFR}
Your Company has been registered with the Board for Industrial and
Financial Reconstruction (BIFR) under Section 15(1) of Sick Industrial
Companies (Special Provisions) Act, 1985 vide order dated 31st October,
2013. BIFR has restrained Company from disposing of or alienating in
any manner any fixed assets of the Company without consent of BIFR.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as per the
requirements of Section 217(1)(e) of the Companies Act, 1956, read with
the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, are annexed hereto and forms an integral part
of the report.
16. ISO CERTIFICATION
The Company holds ISO 9001:2008 and ISO 14001:2004 certifications for
both of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana.
17. PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 as
amended, names and other particulars of employees are required to be
attached to the Directors'' Report. There are no employees whose
particulars are required to be disclosed in this report under Section
217(2A) of the said Act.
18. INSURANCE
All insurable assets of the Company including inventories, buildings
and plant & machinery are adequately insured.
19. PUBLIC DEPOSITS
There are no deposits from public outstanding as on 31 st March, 2014.
20. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205C of the Companies Act, 1956,
the Company has transferred Rs.2,54,961/- to the Investor Education and
Protection Fund. This amount was lying unclaimed/unpaid with the
Company for a period of seven years after declaration of Dividend for
the financial year ended 2005-2006.
21. LISTING OF SHARES
The equity shares of the Company are listed at The Bombay Stock
Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The BSE & NSE have nation-wide trading terminals and therefore provide
full liquidity to the investors. The Global Depository Receipts (GDRs)
and Foreign Currency Convertible Bonds (FCCBs) issued by the Company in
the international market are listed at Luxembourg Stock Exchange.
Equity shares of the Company had also been listed with the Calcutta
Stock Exchange Ltd. However, the Company has applied for delisting on
03.03.2004 and the application is still pending for disposal at the
exchange.
22. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with Clause 49 of the Listing Agreement, a separate
section on Corporate Governance along with the Auditors Certificate on
its compliance form an integral part of this report. Further,
Management Discussion and Analysis which includes detailed review of
operations, performance and future outlook of the Company and its
businesses forms a part of this report.
23. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors convey their sincere appreciation to customers, vendors,
Banks, Financial Institutions, Business Associates, Regulatory and
Government Authorities and all other stakeholders for their continued
co-operation and support to the Company.
The Directors appreciate and value the trust reposed and faith shown by
every shareholder of the Company.
Last but not the least the Board wishes to convey its deep gratitude
and place on record their appreciation to all its employees for their
enthusiasm, team efforts, devotion and sense of belongingness.
For and on behalf of the Board
Place : New Delhi (Sanjay Aggarwal)
Dated : 13.08.2014 Chairman & CEO
Mar 31, 2012
The directors hereby present the 18th annual report along with audited
statement of accounts of the Company for the year ended 31st March,
2012.
1. FINANCIAL RESULTS
The financial performance of the Company for the year ended 31st March,
2012 is summarised below:
Turnover including Other Income 50,939.23 42,283.88
Profit/ (Loss) before Interest, Depreciation
and Tax (1,004.67) (5,545.27)
Interest 3,582.54 3,365.90
Depreciation & Amortisation of FCMITDA 1,243.40 1,239.03
Profit/(Loss) before Tax (5,830.61) (10,150.20)
Provision for Taxation - -
Profit/(Loss) after Tax (5,830.61) (10,150.20)
Taxation for earlier years (4.85) (7.00)
Net Profit/(Loss) (5,835.46) (10,157.20)
Add: Balance brought forward from last year (4,588.84) 5,568.36
Profit/(Loss) Carried to Balance Sheet (10,424.30) (4,588.84)
During the year the Company has incurred a net Loss of Rs 5,835.46 Lacs
as against net loss of Rs 10,157.20 Lacs during previous year 2010-11,
the gross turnover of the Company including other income stood at Rs
50,939.23 Lacs as against Rs 42,283.88 Lacs in fiscal 2010-11.
The Company is still facing challenging business environment. The
performance during FY12 is however broadly in line with the projections
made under approved CDR package.
2. DIVIDEND
In view of losses incurred by the company during the current financial
year, your directors do not recommend declaration of any dividend for
the year 2011-12.
3. CORPORATE DEBT RESTRUCTURING
Your company got its debt restructured under Corporate Debt
Restructuring (CDR) mechanism in October, 2010. The Company again
sought Rework Package in order to further strengthen its financial
position. CDR EG vide their Letter of Approvals (LOA) dated 11th July,
2012 has approved CDR rework package till FY20 allowing fresh
moratorium for repayment of term loans and funding of interest for
another one and half year from cut of date i.e. 1st April, 2012. The
Company is financially capable for executing bulk business to their
customers with support of said approved CDR Rework Package.
4. CONVERTIBLE WARRANTS
During the year, 4,391,795 warrants aggregating to an amount of Rs
570.93 lacs were converted into equity shares of Rs 2/- each. The
convertible warrants were allotted in FY10 and FY11 at a price of Rs
13/- each aggregating to promoter group companies on preferential basis
in terms of SEBI (Issue of Capital and Disclosure Requirements)
Regulations 2009. There are no convertible warrants outstanding as at
31st March, 2012.
5. SHARE CAPITAL
During the year, the Company allotted 4,391,795 equity shares of Rs 2/-
each at a price of Rs 13/- each inclusive of premium of Rs 11/- each
aggregating to Rs 570.93 lacs to the specified promoter group companies
upon conversion of warrants on preferential basis.
As at 31st March, 2012, the subscribed and paid up capital of the
Company stood at Rs 186,053,930/- divided into 93,026,965 equity shares
of Rs 2/- each.
6. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
The Company raised US$ 27 million by way of allotment of 1% Unsecured
Foreign Currency Convertible Bonds (FCCBs) due 2011 in the financial
year 2006-07. During the financial year 2009-10, the Company bought
back 3,900 bonds of US$ 5,000 each at a discount. Outstanding FCCBs
amounting to USD 7.5 million were due for redemption on 23rd November,
2011 and are yet to be redeemed. The Company was to redeem these
FCCBs at a Premium equal to 145.54% of the outstanding principal
amount. The Company has duly informed the FCCBs holders about its
financial position and is in discussion with the FCCBs holders,
through the trustee, for re-schedulement of payment due on the
outstanding FCCBs.
The Company has been regular in making payment of semi-annual interest
payable on outstanding FCCBs on their respective due dates. Interest
till maturity date i.e. 23rd November, 2011 has been fully paid to the
bondholders. Interest from the maturity date to 31st March, 2012 is yet
to be paid. All outstanding Bonds as per the offering circular on the
date of redemption were liable to be redeemed at a price of US$ 7,277.
The Bonds are listed at Luxembourg Stock Exchange. In view of this
redemption amount is subject to rescheduling /final settlement with
FCCBs holders. The premium if paid, would be adjusted against the
securities premium account.
7. GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Global Depository Receipts issued by the company during the
financial year 2006-07 are listed at Luxembourg Stock Exchange. There
are GDRs outstanding which represents 301,750 equity shares of Rs 2/-
each as at 31.03.2012.
8. FUTURE OUTLOOK
Your company is facing a difficult business environment. Market
conditions are expected to improve gradually in future. Your company
is one of the major players in the Indian cable industry and caters to
the cabling requirements of three major sectors namely Power, Railways
and Telecom. Your company expects growth in all these sectors.
The company is focusing upon business segments which may give better
price realization. The economic climate seems to have already reached
its lowest stage and there is considerable hope of improvement in the
coming years. As soon as investment in Power and Industrial sector
picks up, the demand for cables should again become buoyant. We also
are an established player in the Optical Fiber telecom cables segment
which is expected to enter into a demand boom period by the end of
current fiscal due to the recent Government decision to form the NOFA-
National Optical Fiber Authority which plans to provide OF connectivity
up-to taluka and village levels all over the country within the next 3
years. The demand for cables from Railways has also started showing an
uptrend after nearly 3 years of slackness in the signaling network
maintenance.
9. REPORTING TO BOARD OF INDUSTRIAL AND FINANCIAL RESTRUCTURING {BIFR}
As per the audited accounts of the Company for the year ended
31.03.2012, the accumulated losses of the Company as at the end of the
said period amounting to Rs 10,424.30 Lacs have resulted in erosion of
more than fifty percent of its peak net worth of Rs 19,387.96 Lacs
during the immediately preceding four financial year.
In terms of Section 23 of the Sick Industrial Companies (Special
Provisions) Act, 1985, the Company falls under the category of
potentially sick Industrial Company and therefore the fact is required
to be reported to Board of Industrial and Financial Restructuring
(BIFR) within 60 days from the date of finalisation of the audited
accounts. A report on causes of erosion of net worth and steps taken by
the Company is forming part of the notice of AGM.
10. DIRECTORS
In terms of the relevant provisions of the Companies Act, 1956 read
with Articles of Association of the company, Mr. S. P. S. Dangi and
Mr. Satya Pal, Directors of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible offer themselves for
re-appointment. Brief resume of the directors proposed to be
reappointed, the nature of their expertise in specific functional
areas, names of the companies in which they hold directorships and
memberships/ chairmanships of Board Committees, shareholding and
relationships between directors inter-se, as stipulated under clause 49
of the Listing Agreement with the Stock Exchanges are forming part of
the Notice of Annual General Meeting.
11. STATUTORY AUDITORS
M/s Jagdish Chand and Co., Chartered Accountants, New Delhi, the
statutory auditors of the company retire at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
audit committee has recommended their re-appointment. They have given a
certificate to the effect that their appointment, if made, will be
within the limit specified in Section 224 (IB) of the Companies Act,
1956.
12. AUDITORS REPORT-CLARIFICATIONS AND EXPLANATIONS
(1) Auditors Report Point no. 4 (a) preparation of financial statements
on going concern basis.
The financial statements have been prepared on going concern basis
despite the huge losses suffered by the Company and substantial erosion
of net worth, as your directors are confident that the company will be
able to generate profits in future years and dispose off some assets to
meet its financial obligations as may arise. The accompanying financial
statements have been prepared on a going concern basis based on
cumulative impact of following mitigating factors:
a) The company has not defaulted in payment of statutory dues or its
trade creditors etc.
b) CDR package was approved during previous year and further "Rework
Package" has been approved by CDR- EG vide Letter of Approval (LOA)
dated 11th July, 2012. As per the Rework Package, there is no default
in payment of Principal and/or interest to banks as on date.
c) The Company and promoters have undertaken to raise adequate finances
by way of disposal of assets and induction of fresh funds by promoters
and/or promoter group companies.
(2) Auditors Report Point no. 4 (b) diminution in the value of
investments.
In the opinion of the management, diminution in the value of investment
in shares of Paramount Wires & Cables Limited (Associate) and Paramount
Holdings Limited (Subsidiary) is temporary in nature. Considering, in
the case of AEI Cables Limited, United Kingdom (the 100% subsidiary of
Paramount Holdings Ltd, Cyprus), various factors including the CVA
scheme having been implemented, business restructuring being
undertaken, expected cash flows from operations, possibility of
successfully additional arranging finance from the bankers and /or
alternate finance providers and /or potential investors, orders in hand
and assets base ; and in the case of the Associate, considering the
future prospects, orders in hand and assets base of the investee
company, no provision for diminution in value is required.
(3) With respect to Point no. 5 (a) and 5 (b) of auditor's report,
please refer to the explanation given under the heading Foreign
Currency Convertible Bonds (FCCBs) of this report.
13. COST AUDITORS
M/s Aseem Jain & Associates, Cost Accountants, a proprietorship firm,
running under the proprietorship of Mr. Aseem Jain a Fellow member of
Institute of Cost Accountants of India bearing membership no. 18592,
are appointed as Cost Auditors of the Company for the current financial
year by the board upon recommendation of Audit Committee and necessary
Government Approval. The firm holds relevant experience of over 14
years and has been associated with the Company as its Cost Auditors.
The Cost Audit involves audit of the cost records relating to 'Electric
Cables and Conductors' maintained by the Company at its units situated
at Khushkhera and Dharuhera.
During the year, the Cost Audit Report for both the units was filed
with the Ministry of Corporate Affairs, Government of India on
17.09.2011, whereas the due date of filing was 30.09.2011.
14. SUBSIDIARIES
The company has three wholly owned foreign subsidiaries viz. Paramount
Holdings Limited, Cyprus, AEI Cables Limited, United Kingdom and AEI
Power Cables Limited, United Kingdom.
Consolidated financials include audited financials of Paramount
Holdings Limited, Cyprus, AEI Cables Limited, United Kingdom and AEI
Power Cables Ltd., United Kingdom for the year/period ended 31st March,
2012.
Particulars relating to subsidiary companies, as required under section
212 of the Companies Act, 1956 are annexed herewith.
15. EXEMPTION U/S 212 FOR SUBSIDIARIES
The Company has availed exemption from attaching Balance Sheet, Profit
& Loss Account, Directors' Report, Auditors Report and such other
documents of the subsidiary Companies as prescribed under section 212
(1) of the Companies Act, 1956 with its annual report. The exemption is
being availed in terms of General Circular No. 2/2011 dated 8th
February, 2011 issued by Ministry of Corporate Affairs granting general
exemption under Section 212 (8) of the Companies Act 1956.
Accordingly, the consolidated financials and gist of financial
performance of subsidiaries are forming part of the present annual
report. Further the annual accounts of the subsidiary Companies are
kept open for inspection by any member/ investor during business
working hours at the registered office of the Company and a copy of the
same along with detailed information will be made available on demand
of any member of the Company or any of its subsidiaries to that effect.
16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
As per the requirements of Section 217(1)(e) of the Companies Act, 1956
and the Rules made there under the information relating to conservation
of energy, technology absorption and foreign exchange earnings and
outgo is annexed hereto and forms an integral part of the report.
17. ISO CERTIFICATION
The Company holds ISO 9001:2000 and ISO 14001 certifications for both
of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana.
18. PARTICULARS OF EMPLOYEES
There are no employees whose particulars are required to be disclosed
in this report under Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employee) Rules, 1975 as amended form
time to time.
19. INSURANCE
All insurable assets of the company including inventories, buildings
and plant & machinery are adequately insured.
20. FIXED DEPOSITS
There is no fixed deposit from public outstanding as on 31st March,
2012.
21. LISTING OF SHARES
The equity shares of the company are listed at The Bombay Stock
Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The BSE & NSE have nation -wide trading terminals and therefore provide
full liquidity to the investors. The Global Depository Receipts (GDRs)
and Foreign Currency Convertible Bonds (FCCBs) issued by the company in
the international market are listed at Luxembourg Stock Exchange.
Equity shares of the Company had also been listed with the Calcutta
Stock Exchange Ltd. However the Company has applied for delisting on
03.03.2004 and the application is still pending disposal at the
exchange.
22. CORPORATE GOVERNANCE
Report on corporate governance as prescribed by the Listing Agreement
is annexed and forms part of Annual Report. The auditor's certificate
on compliance of the provisions of corporate governance in terms of
Listing Agreement is also attached.
23. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements of Section 217(2AA) of the Companies Act,
1956 with respect to Directors' Responsibility Statement, your
Directors hereby confirm that:
i) In the preparation of the annual accounts for the financial year
ended 31st March, 2012, the applicable accounting standards had been
followed except as disclosed and explained in this report.
ii) They had selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 profit or loss
of the company for the year under review;
iii) They had taken proper and sufficient care 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;
iv) They had prepared the accounts for the financial year ended 31st
March, 2012 on a 'going concern' basis.
24. ACKNOWLEDGEMENT
Your directors place on the record their sincere appreciation for the
valuable assistance and continued support received from our esteemed
customers, government authorities, financial institutions, banks and
shareholders of the company. We further express our gratitude to all
our employees for their committed services to the Company.
For and on behalf of the Board,
Place : New Delhi (Sanjay Aggarwal)
Dated : 9th August, 2012 Chairman & CEO
Mar 31, 2010
The directors have pleasure in presenting the 16th Annual Report and
audited accounts of the company for the year ended 31st March, 2010.
1. FINANCIAL RESULTS
For the year
ended For the year
ended
31.03.2010 31.03.2009
(Rs. in Lacs) (Rs. in Lacs)
Turnover including Other Income 41,774.44 49,595.59
Profit before Interest,
Depreciation and Tax 4,134.00 1,083.28
Interest (Net) 2,813.71 (3,100.48)
Depreciation & Amortisation
of FCMITDA 1,243.85 (1,502.95)
Profit/(Loss) before Tax 76.44 (3,520.15)
Provision for Taxation 13.46 623.96
Profit/(Loss) after Tax 62.98 (2,896.19)
Taxation for earlier years (0.18) (39.94)
Net Profit/(Loss) 62.80 (2,936.13)
Add: Balance brought
forward from last year 5,505.56 8,441.69
Profit available for
Appropriation 5,568.36 5,505.56
Appropriation:
-Proposed Dividend - -
-Provision for Dividend
Distribution Tax - -
-Transfer to General Reserve - -
Surplus carried to
Balance Sheet 5,568.36 5,505.56
2. PERFORMANCE REVIEW OF OPERATIONS
The company has achieved a gross turnover including other income Rs.
41,774.44 Lacs and profit/(Loss) after tax Rs. 62.80 Lacs for the year
2009-2010 as compared to Rs. 49,595.59 Lacs and loss of Rs. (2,936.13)
Lacs respectively for the previous year 2008-2009.
The companys export business in foreign currency including deemed
exports was Rs. 2,995.88 Lacs during the year as compared to
Rs.7,524.68 Lacs in the previous year. The decrease in the exports is
due to global meltdown and adverse development took place world-wide
which affected the business of the company. The Company is now
targeting growth in its export business through the network of its
wholly owned subsidiary AEI Cables Limited, United Kingdom. AEI Cables,
arguably is one of the oldest cable manufacturers in the world.
3. DIVIDEND
In view of Cash Losses incurred by the company during the financial
year under reporting, your directors do not recommend any dividend for
the year 2009-10.
4. REVIEW OF OPERATIONS
Your company has added fresh capacity to manufacture domestic wires
which commenced production in July, 2009. Domestic wires business is
going to be among the important drivers of the top-line and bottom-line
growth of the company.
5. FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs)
The company raised US$ 27 million by way of allotment of 1% Unsecured
Foreign Currency Convertible Bonds due 2011 in the financial year
2006-07. The said bonds have maturity of five years and one day and
shall mature on 23rd November, 2011. The company has reset the
conversion price downward to Rs. 42.60 per share of Rs. 2/- each (post
split) on its first anniversary and the same remained unaltered and
unchanged during the second and third anniversaries of the Bonds.
During the year under review, company bought back 3,900 bonds of US$
5,000 each at a discount. There are 1,500 bonds of US$ 5000 each
outstanding as at 31.03.2010.
The company is regular in making payment of semi-annual interest
payable on outstanding FCCBs on their respective due dates. Unless, the
balance Bonds are previously redeemed, repurchased, cancelled or
converted, the company shall redeem the Bonds on 23rd November, 2011
equal to the outstanding principal amount of the Bonds together with
the redemption premium and accrued but unpaid interest thereon to the
maturity date. All outstanding Bonds on the date of redemption would be
redeemed at a price of US$ 7,277 providing a Yield to Maturity (YTM) of
8.5% per annum. The Bonds are listed at Luxembourg Stock Exchange.
6. GLOBAL DEPOSITORY RECEIPTS (GDRs)
The Global Depository Receipts issued by the company during the
financial year 2006-07 are listed at Luxembourg Stock Exchange. There
are GDRs outstanding which represents 3,01,750 equity shares of Rs. 2/-
each as at 31.03.2010.
7. FUTURE OUTLOOK
The pace of anticipated investment in infrastructure, power, telecom,
railways and industrial sectors was affected in the past due to the
loss in growth momentum resulted from global meltdown, corporate frauds
and financial crises reported world over during the last few fiscal,
however, the growth seems to be regaining its momentum, the demand for
the companys product is expected to improve. The cable industry was
also affected due to stiff competition among industry players. The raw
material prices recorded exorbitantly high fluctuations in the past and
crashed thereafter which affected the turnover of the company in terms
of value.
The company has commenced business of domestic copper flexible and
building wires, which are being manufactured at the companys state of
art manufacturing facilities in India under the technical guidance of
its foreign subsidiary AEI Cables Ltd., pioneer building wires
manufacturers in the UK. The company has introduced British Technology
high performance lead free cables with low smoke and fire retardant
options in India during July, 2009 and expect to capture all Indian
markets within the span of three years. The company is targeting
regular export business through the existing marketing set up of AEI
Cables Limited, UK.
8. DIRECTORS
In terms of the relevant provisions of the Articles of Association of
the company, Mr. S. P. S. Dangi and Mr. Satya Pal retire by rotation at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment. Brief resume of the directors proposed to be
reappointed, the nature of their expertise in specific functional
areas, names of the companies in which they hold directorships and
memberships/chairmanships of Board Committees, shareholding and
relationships between directors inter-se, as stipulated under clause 49
of the Listing Agreement with the Stock Exchanges are provided in the
report on corporate governance.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards had
been followed;
ii) That the directors had selected such accounting policies and
applied them consistently and made judgments and estimates that were
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
profit or loss of the company for the year under review;
iii) That the directors had taken proper and sufficient care 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;
iv) That the directors had prepared the accounts for the financial year
ended 31st March, 2010 on a going concern basis.
10. AUDITORS
M/s Jagdish Chand and Co., Chartered Accountants, New Delhi, the
statutory auditors of the company retire at the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. The
audit committee had recommended their re-appointment. They have given a
certificate to the effect that their appointment, if made, will be
within the prescribed limit specified in Section 224 (IB) of the
Companies Act, 1956.
M/s Aseem Jain & Associates, Cost Accountants, have been re-appointed
as Cost Auditors for conducting Cost Audit subject to the approval of
Central Government.
11. SUBSIDIARIES
The company has two wholly owned foreign subsidiaries viz. Paramount
Holdings Limited, Cyprus and AEI Cables Limited, United Kingdom.
Consolidated financials include audited financials of Paramount
Holdings Limited, Cyprus for the year ended 31st March, 2010 and
Audited financials of AEI Cables Limited, UK for the period from 1st
September, 2008 to 31st August, 2009 and for the period from 1st
September, 2009 to 31st March, 2010 are attached. The financial year of
AEI Cables Ltd. UK has been changed to end on 31st March instead of
31st August. Accordingly, the next financial year of AEI Cables Ltd.
commenced on 1st April, 2010 and will end on 31st March, 2011.
Particulars relating to subsidiary companies, as required under section
212 of the Companies Act, 1956 are annexed herewith.
12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as regards conservation of energy, technology
absorption and foreign exchange earnings and outgo required under
Section 217(1)(e) of the Companies Act, 1956 and the Rules made there
under is annexed hereto and forms an integral part of the report.
13. ISO CERTIFICATION
The Company holds ISO 9001:2000 and ISO 14001 certifications for both
of its plants at Khushkhera, Rajasthan and Dharuhera, Haryana.
14. PARTICULARS OF EMPLOYEES
Information as per Section 217(2A) of the Companies Act, 1956 read with
Companies (Particulars of Employee) Rules, 1975 is given below:
Name Designation Gross Qualification
Remuneration
Sanjay Aggarwal Chairman & CEO 3,022,540 B.Com (Hons.)
Sandeep Aggarwal Managing
Director 29,78,951 B.A. (Economics)
Name Experience Date of Age
Joining
Sanjay Aggarwal 29 years 01.11.1994 48 yrs
Sandeep Aggarwal 27 years 01.11.1994 46 yrs
15. INSURANCE
All insurable asset of the company including inventories, buildings and
plant & machinery are adequately insured.
16. FIXED DEPOSITS
There is no fixed deposit from public outstanding as on 31st March,
2010.
17. LISTING OF SHARES
The equity shares of the company are listed at The Bombay Stock
Exchange Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE).
The BSE & NSE have nation -wide trading terminals and therefore provide
full liquidity to the investors. The Global Depository Receipts (GDRs)
and Foreign Currency Convertible Bonds (FCCBs) issued by the company in
the international market are listed at Luxembourg Stock Exchange.
18. CORPORATE GOVERNANCE
Report on Corporate Governance as prescribed by the Listing Agreement
is annexed and forms a part of Annual Report. The auditors certificate
on compliance of the provisions of corporate governance as mentioned in
the Listing Agreement is also attached.
19. ACKNOWLEDGEMENT
Your directors place on the record their appreciation of the assistance
and support extended by all our valued customers, government
authorities, financial institutions, banks and shareholders of the
company. Your directors also express their appreciation for the
services rendered by the employees of the company.
For and on behalf of the Board,
Date: 28th May, 2010 (Sanjay Aggarwal)
Place: New Delhi Chairman & CEO
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article
More Information on Paramount Communications Ltd.
-
Paramount Communications Ltd. Tools
- Bulk Deals
- Block Deals
-
Paramount Communications Ltd. Company Details
- Company Profile
- Company History
- Management Team
- Capital Structure
- Product Mix
- Banker/Auditor/Registrar
-
Company History
- Bonus
- BSE Price History
- NSE Price History
-
Paramount Communications Ltd. Key Financial Ratios
- Ratios
-
Paramount Communications Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
-
Paramount Communications Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
-
Paramount Communications Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
-
Paramount Communications Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
