Paramount Cosmetics (India) Ltd

<dhheadBOARD'S REPORT</dhhead

Your Directors have the pleasure in presenting the 39th Annual Report of your Company, together with the business operations for the year ended 31* March, 2024.

FINANCIAL RESULTS

Your Company's performance during the year as compared with that during the previous year is summarized below: (Figures in Rs. lakhs)

. INDIAN ACCOUNTING STANDARDS

The financial statements for the financial year 2023-24 have been prepared in accordance with the applicable Indian Accounting Standards (IND AS) and the corresponding figures for the previous year have been restated as per IND AS for the purpose of comparison.

. PERFORMANCE DURING THE YEAR

Sales and other income of the Company for the year is Rs. 2386.33 lakhs as compared to Rs. 2691.98 lakhs in the previous year. The Company has incurred a profit after tax amounting to Rs. 2.14 lakhs in comparison to Rs. 21.18 lakhs last year.

. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year 2023-24.

. DIVIDEND

The Board of Directors has decided to conserve the profit and has decided not to propose any dividend on Equity shares this financial year.

. SHARE CAPITAL

The paid-up Equity Share Capital as on March 31, 2024, stood at Rs.485.50 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

DEPOSITS

The Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2024.

RESERVES

The Directors do not propose to transfer any amount to the General Reserve.

. MATERIAL CHANGES AND COMMITMENTS

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There have been no material changes and commitments afSfecting financial position between end of the financial year and the date of the report.

. ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31st March 2024 is placed on the website of the Company and can be accessed at https://www.parammount.com/.

. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board and Key Managerial Personnel is as follows on 31.03.2024:

*ceassation w.e.f 31st March 2024

Changes in the Board Composition and Key Managerial Persons During the year 2023-24:

Mrs. Aartii Topiwala, non-executive director of the Company is liable to retire by rotation in the ensuing AGM and is eligible for re-appointment and has tendered his willingness to be re-appointed.

During the FY 2023-24 Mr. Vishwajeet N Mehta (DIN: 02800993) , Independent Director of the Company ceased to be the director of the Company due to expiry of his tenure as Independent Director, w.e.f 31st March 2024.

Ms. Reshma Manjunath (Mem No ACS 33180), Company Secretary of the Company resigned w.e.f January 25, 2024. The Company appointed Ms. Ankita Karnani (Mem. No. ACS 33634) as Company Secretary of the company w.e.f March 26, 2024.

- BOARD MEETINGS

The Meetings ofthe Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings ofthe Board of Directors are circulated amongst the Members of the Board for their perusal.

The Board of Directors duly met Seven (7) times during the financial year on 19-04-2023, 30-05-2023, 11-08-2023, 04-09-2023, 09-11-2023, 09-02-2024 and 26-03-2024.

13. BOARD COMMITTEES

Currently, the Board has three (3) Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. A detailed note on the composition of Committees and other related particulars are provided in the Report on Corporate Governance forming part of this Report.

As on 31st March 2024, the Committees were comprised as follows:

AUDIT COMMITTEE: a) Vishwajeet N Mehta* - Chairman

*ceassation w.e.f 31st March 2024

. INDEPENDENT DIRECTORS

As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Mr. Vishwajeet N Mehta and Mr. Vishwaskumar Sharma _ have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from both of them for the year 2023-24 contain affirmations regarding registrations in the data bank.

The Board has its opinion with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year as per provisions of Companies (Account) Rules, 2014.

Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2018 (“the Listing Regulations”) have changed the evaluation criteria of Independent Directors from April

1, 2019. As per the amendment, evaluation of Independent Directors by the entire Board shall include: a) Performance of Directors and

b) Fulfilment of independence criteria as specified in the Listing Regulations, and their independence from the management.

The Board has evaluated the Independent Directors and confirms that Mr. Vishwajeet Mehta and Mr. Vishwaskumar Sharma fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations. The same forms part of this report as Annexure I.

Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://www.parammount.com/policies

. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the

Company for that period;

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

they have prepared the annual accounts on a going concern basis;

they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

16.NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed on the website of the Company at https://www.parammount.com/policies.

The Composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

17.RISK MANAGEMENT POLICY

The Company has not yet formulated a Risk Management Policy and has in place a mechanism to inform the Board/Audit Committee Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework.

. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established an effective Vigil Mechanism pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations which is available on website of the Company at https://www.parammount.com/policies and there were no cases reported during the period under review.

. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY

The Company has not given any loan or guarantees or has not made any investments that are covered under the provisions of Section 186 of the Companies Act, 2013.

- AUDITORS AND AUDITORS' REPORT

M/s. Pary & Co., (Firm Registration No. 007288C), Charted Accountants, was appointed as Statutory Auditor of the Company for a period of 5 years effective from conclusion of 34th Annual General Meeting of the Company held on 30th September 2019 till the conclusion of 39th Annual General Meeting of the Company to be held in 2024. Since the tenure of 10 years (two terms of five consecutive years) of M/s. Pary & Co., (Firm Registration No. 007288C), Charted Accountants, the present Statutory Auditors of the Company expires at the ensuing Annual General Meeting of the Company, therefore it was required to appoint a new Statutory Auditor, pursuant to provisions of Section 139 of the Companies Act, 2013.

The consent letter, certificate of eligibility and confirmation that appointment, if made, would be within the limits prescribed under Companies Act, 2013, dated 16.05.2024, from M/s. Sharma & Pagaria (Firm Registration No. 008217S), Chartered Accountants, was received. The Board members in light of recommendation of Audit Committee recommended to the shareholders their appointment as Statutory

Auditor of the Company for a period of 5 years effective from conclusion of 39th AGM of the Company till the conclusion of 44th AGM at a fee of upto Rs. 8,00,000/- plus taxes as applicable, and also reimbursement of actual travel and out of pocket expenses incurred incidental to their functions and fixation of remuneration for the relevant period by the Board of Directors in recommendation of the Audit Committee in each of the subsequent years during the aforesaid term of their appointment.

QUALIFICATIONS IN THE AUDIT REPORT

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

During the year under review no fraud was reported by the Auditors, pursuant to Section 143(12) of the Companies Act, 2013.

21.COST AUDITOR

The provision of the section 148 of the Companies' act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the Company.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

22. INTERNAL AUDITOR

The Company has appointed Mr. Venkatesh P A, Chartered Accountant, as the Internal Auditor of the Company.

23. SECRETARIAL STANDARD OF ICSI

The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to the Meeting of Board of Directors and General Meetings respectively, have been duly complied with.

24.SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Barkha Deshmukh & Associates, a firm of Company Secretaries in practice (C P No. 22628) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure II form part of this Annual Report.

The Comments by the board on every qualifications, reservations or adverse remark of Secretarial Audit Report is as follows:

Annual Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015 (as amended) read with SEBI Circulars and BSE Circular and notices issued thereunder regarding submission of Annual Secretarial Compliances Report. In this connection, it was confirmed that as per the Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule

V shall not apply to any Company having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore as on last day of the previous financial year. Hence, it is not required to submit Annual Secretarial Compliance Report for the Financial Year ending March 31, 2024, as our Company is exempted under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

QUTGO:

(A)Conservation of energy:

(D)Foreign exchange earnings and Outgo

26.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company's management at all levels of the organization. The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

27.MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNAL IMPACTING

GOING CONCERN STATUS OF COMPANY

No order was passed by any court or tribunal during the period under review which impacts going concern status of the Company.

28.ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

29,.DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV

The Company does not have any holding company/ subsidiaries or joint ventures. Hence, the necessity to provide such details is not required.

30.RELATED PARTY TRANSACTIONS (RPTs)

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

The members of the Company may recall that the prior approval for all the material related party transactions upto 2026-27 are obtained in the 37th Annual General Meeting (AGM) pursuant to the provisions of Section 188 and all other applicable provisions of the Companies Act 2013. Since, the

Company is eligible to exemption from complying with Regulation 23 of SEBI (LODR), 2015, it is not required for the Company to propose the related party transaction for the current financial year 2023-24 again to the shareholder for their approval in this AGM.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Web link for the same is https://www.parammount.com/policies. Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) ofthe Companies Act, 2013 in Form AOC- 2 annexed to this Reportas Annexure - III.

31.CORPORATE SOCIAL RESPONSIBILITY

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, the same is not applicable.

32. RATIO OF REMUNERATION TO EACH DIRECTOR:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1)(2)(3) of the Companies (Appointment and Remuneration) Rules, 2014, details/ disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed to this report as Annexure-IV.

33.LISTING WITH STOCK EXCHANGE

The Company confirms that it has paid the Annual Listing fees for the Financial Year 2024-25 to BSE Limited where the Company's Shares are listed.

34.CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION

A separate Report on Corporate Governance in terms of Regulation 34 of the Listing Regulations along with a Certificate from a Practising Company Secretary regarding compliance to the conditions stipulated under Chapter IV of the Listing Regulations is attached to this report as Annexure V.

Pursuant to the provisions of Regulation 15(2) of SEB] (LODR) Regulations, 2015, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V shall not apply to listed entities having Paid-up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

Based on the above mentioned provisions, the Company falls below the specified limits and hence, the requirement of reporting on the compliance Corporate Governance for the financial year 2024-25 shall not be applicable.

. CAPITAL EXPENDITURE:

As on 31st March, 2024, the gross tangible and intangible assets stood at Rs. 24,55,69,629/- and the net tangible and intangible assets stood at Rs. 14,78,34,524/-respectively. Additions during the financial year amounted to Rs. 1,58,330/-. The Company has not purchased any assets under lease.

36.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN _ AT WORKPLACE

PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2023-24:

No. of complaints received: NIL No. of complaints disposed off: NIL

37.MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis Report for the year under review, as stipulated under The SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, is presented in a separate section forming part of the Annual Report.

38.DISCLOSURE REQUIREMENTS

As per the Listing Regulations, the Management Discussion and Analysis forms part of this report. The Company has devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries of India form time to time and that such systems are adequate and operating effectively.

39.MEETINGOF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met on 26" March 2024 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

40.RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF

COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY: No Director has received any commission from your Company.

41.DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case may be. Therefore statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

42.INVESTORS' EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

In accordance with the following Schedule, the Dividends for the years mentioned as below, if unclaimed for a period of Seven years, will be transferred to IEPF:

The shareholders may write to M/s. BgSE Financials Limited before the due dates to claim their unclaimed Dividend. Once the unclaimed Dividend is transferred to IEPF, no claim shall lie in respect thereof with the Company.

43.REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

. REVISION OF FINANCIAL STATEMENT OR THE REPORT

As per the Secretarial Standards-4 in case the company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

In your Company there is no revision of Financial Statement in any of the three preceding financial years under consideration.

- CORPORATE _INSOLVENCY _RESOLUTION _PROCESS__ INITIATED _UNDER __THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) There is no such process initiated during the year, therefore said clause is not applicable to the Company.

46.FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no such events that took place during the year under consideration.

47, CREDIT RATING OF SECURITIES

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

48. ACKNOWLEDGEMENTS

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

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