Dear Shareholders,
The Board of Directors are pleased to present the 6th Annual Report of the Company together with its Audited Financial Statements for the Financial Year (‘FY') ended March 31, 2024.
FINANCIAL PERFORMANCE
During the year under review, the performance of your Company was as under:
STATE OF COMPANY'S AFFAIRS
Your Company has achieved a total income of Rs. 12265.99 Lakh during the year under review as against Rs. 10501.19 Lakh in the previous financial year. The net profit after tax of the Company for the year under review is Rs. 1431.08 Lakh as compared to profit of Rs. 985.71 Lakh for the previous year. The net profit before tax for the year under review is Rs. 1923.62 Lakh as compared to profit of Rs. 1356.52 Lakh for the previous year.
FUTURE OUTLOOK
Our company is well-poised to capitalize on opportunities and initiatives by the Government of India, creating value for all of the stakeholders involved, in the process. We believe a significant demand for our products is generated in India owing to our government's objective to enhance domestic sourcing as well as selfreliance, and that our ability to supply chemical intermediates enables us to tap growth opportunities. We also intend to capitalize on the unutilized capacity at our manufacturing facilitiy to further increase production of our current portfolio and take advantage of the experience of our sales and marketing team to increase our visibility in the domestic and international market.
CHANGE IN NATURE OF BUSINESS
There has been no change in nature of the Business during the year under review.
DIVIDEND
With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the Company have not recommended any dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.
The Company has adopted the Dividend Distribution Policy and the said policy is available on the website of the Company i.e. www.paragonind.com under investor section.
DEPOSITS
The Company has not accepted deposits from the public during the year under review. No deposits were outstanding at the beginning or at the closure of the financial year under review.
CHANGE IN CAPITAL STRUCTURE:
During the year the capital structure went below changes:
• The Company had increased its authorized capital from Rs. 12,00,00,000/- lakhs to Rs. 20,00,00,000/-.
• The Company had issued and allotted 1,08,00,000 number of Equity shares pursuant to Bonus
Shares.
• The Company had issued 51,66,000 number of equity shares under Initial public offering (IPO).
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Particulars of loans, guarantees or investments pursuant to Section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have subsidiary company, joint venture or associate companies during the year.
There is no company, which has ceased to be Company's subsidiary, joint venture or associate company during the year. The Company does not require to prepare consolidated financial statements.
CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board of Directors and Key Managerial Personnel underwent changes set out below:
During the year under review:
Mr. Rutesh Vallabhbhai Savalia and Mr. Shivam Kishorbhai Patolia were appointed as the Directors of the Company w.e.f. July 14, 2023 and with the approval of Members they were re-designated as Wholetime Director of the Company w.e.f. July 19, 2023.
Mr. Jasmin Jasmatbhai Patel was appointed as additional Independent Director w.e.f. June 26, 2023 and with the approval of Members he was regularize as Independent Director of the Company.
Ms. Insiya Qaidjohar Nalawala was appointed as additional Independent Director w.e.f. July 14, 2023 and with the approval of Members she was regularize as Independent Director of the Company.
Mr. Kishankumar Dhirajlal Tilva was appointed as additional Independent Director w.e.f. July 14, 2023 and with the approval of Members he was regularize as Independent Director of the Company.
Ms. Vrunda Upendra Dattani had resigned from the post of Company Secretary and Compliance officer of the Company w.e.f. January 29, 2024.
Subsequent changes in composition till the date of this Report:
Ms. Sonalkumari Kalpesh Yadav was appointed as the Company Secretary and Compliance officer of the Company w.e.f. April 24,2024.
Mr. Vallabh Ratanji Savaliya and Mr. Soumitra Sachipati Banerjee, Directors of the Company, being longest in office, retires by rotation and being eligible, offers themselves for reappointment.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each of the Independent Directors to the effect that, they respectively meet the criteria of independence as stipulated under Section 149 (6) of the Companies Act, 2013 read with the schedules, rules made thereunder and Regulation 16(1) (b) and Regulation 17 of the Listing Regulations. The Board has assessed the veracity of the same to their satisfaction. The Board of Directors have satisfied themselves about the integrity, expertise and experience (including the proficiency) of the independent directors of the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Nomination and remuneration policy for the Directors, Key Managerial Personnel and Senior Management Personnel as per Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time is available on the website of the Company i.e. www.paragonind.com under investor section.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP/EMPLOYEES
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at "Annexure 1".
NUMBER OF MEETINGS OF THE BOARD
During the year under review, the Board of Directors of the Company duly met 14 (Fourteen) times. The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.
COMMITTEES OF THE BOARD
The Company has the following 4 (Four) Board Committees which have been established in compliance with the requirement of applicable law(s) and statute(s) and function accordingly:
> Audit Committee
> Nomination and remuneration Committee
> Stakeholders Relationship Committee
> Corporate Social Responsibility Committee
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board adopted the evaluation performed by the Independent Directors on the Boa rd's performance carried out in accordance with the requirements of LODR Reg. 25(4)(a). which took into account factors like ‘compliances with the provisions of the applicable act(s), rules, regulations' and ‘corporate governance norms'. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of composition, execution and performance of specific duties, obligations and governance, quorum, compliance with procedures applicable for the conduct of meetings, and review of the past recommendations and decisions of the committees. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on various parameters like attendance, level of their engagement, contribution, independency of judgment, contribution in safeguarding the interest of the Company and other relevant factors.
DIRECTORS' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms that:
> In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
> They had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
> They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
> They had prepared the annual accounts on a going concern basis;
> 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
> They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND THEIR REPORTS Statutory Auditor
Pursuant to the provisions of the section 139 of the Act. The Members of the Company had appointed M/s Surana Maloo & Co, Chartered Accountants (FRN: 112171W) as statutory auditor of the Company.
The Auditor's Report for the financial year ended 31st March, 2024 does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
The Board of Directors, on the recommendation of the Audit Committee, have proposed the reappointment of M/s Surana Maloo & Co, Chartered Accountants (FRN: 112171W) as the Statutory Auditors of the Company for the period of next 5 years (FY 2024-25 to 2028-29), subject to approval of the Shareholders at the ensuing Annual General Meeting.
Secretarial Auditor
M/s. Krushang Shah & Associates, Practicing Company Secretaries, is appointed as the Secretarial Auditors, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2024 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR- 3 is annexed to this Report as Annexure-2.
With regards to the qualification of none filling of form MR-1, we would like to inform that the Company has unintentionally miss out the said filling. The Company will take necessary steps of filling the same.
COST AUDITORS
M/s Divyesh Vagadiya & Associates, Cost Accountants have been duly re-appointed as the Cost Auditors for the financial year 2024-25. The cost records as specified by the central government under subsection (1) of section 148 of the Companies Act, 2013, are made and maintained by the Company.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and its devices and adopts improved controls wherever necessary.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material changes and commitments, that affect the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the directors' report.
RISK MANAGEMENT
The Board of your Company has adopted Risk Management plan to create and protect shareholders value by identifying and mitigating major operating, and external business risk. Currently the board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognizes that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders' interest; (b) achieve its business objectives; and (c) enable sustainable growth.
The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.
ANNUAL RETURN OF THE COMPANY
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on 31st March, 2024 is available on the Company's website i.e. www.paragonind.com under investor section.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related party transactions, if any, that were entered into during the financial year we re on arm's length basis and were in the ordinary course of business. The information on transactions with related parties, compiled in Form AOC-2, appears at "Annexure 3" to this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, appears at "Annexure 4" to this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In compliance with the requirements of Section 135 of the Act, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee.
The details of the CSR Committee Meetings and the attendance of the Members at the meetings along with other details appears in the Report on Corporate Governance which forms part of this Annual Report.
The annual report on CSR in the prescribed form appears at "Annexure 5" to this Report. The contents of the CSR Policy of the Company as approved by the Board on the recommendation of the CSR Committee are available on the website of the Company i.e. www.paragonind.com under investor section.
CORPORATE GOVERNANCE REPORT
The provisions mentioned in para C, D and E of Schedule V are not applicable to our Company. However, the Company has voluntarily attached report on "Corporate Governance" except a Complia nce certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors' report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report, highlighting the important aspects of the business of the Company appears separately in the Annual Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company provides an avenue to the Directors and Employees of the Company to report without fear any instance of actual or suspected violation, wrong doings or any illegal or unethical or improper practice which may adversely impact the image and/or the financials of the Company. For this, the Company has in place a Vigil Mechanism Policy (Whistle Blower Policy) for Directors and employees to report genuine concerns.
This provides for adequate safeguards against victimization of employees and Directors who wish to use the vigil mechanism to bring any wrong deed(s) to the notice of the Company.
During the year under review, the implementation of the vigil mechanism has been properly and regularly monitored by the Audit Committee. However, no complaints or instances in this regard have been reported. The said policy is available on the Company's Website i.e. www.paragonind.com under investor section.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
No complaints pursuant to the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been received during the year under review. Further, the Company did not require to constitute Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
GENERAL
Your directors state that no disclosure or reporting is required in respect of the following matters under the Companies Act, 2013, and SEBI Regulations either on account of absence of any transaction or the inapplicability of the provisions:
> Reporting of fraud(s) by the Auditors within the meaning of Section 143(12) of the Companies Act, 2013.
> The Company has not transferred an amount to capital reserve during the year.
> 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.
> Regulation 32 (4) of SEBI LODR Regulations regarding explanation for the variation in the utilisation of money raised by public issue.
> Disclosure pursuant to section 43(1) read with Rule 4(4) of Companies (share capital and debenture) rules, 2014 regarding issue of equity shares with differential rights.
> Details of any scheme for providing money for the purchase of shares of the Company by employees for the benefit of employees.
> Issue of shares (including sweat equity shares) to the employees of the Company under any scheme.
> Performance and Financial position of the Subsidiary Companies /Joint Venture/ Associate company.
> The company has not bought back any of its securities/ not issued any sweat equity shares/not provided any Stock Option Scheme to its employees/not issued any equity shares with differential rights.
> Receipt of any commission from the Company or remuneration from any of its subsidiary by the Managing Director or the Whole time Directors of the Company as per section 197(14).
> Revision in the financial statements (apart from regrouping adjustments) or directors' report in any of the three preceding financials years.
> Significant or material orders passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.
> There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
ACKNOWLEDGMENT
Your directors place on records their gratitude to the Central Government, State Governments and
Company's Bankers for the assistance, co-operation and encouragement they extended to the Company.
Your directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.