Directors Report of Paramount Cosmetics (I) Ltd.

Mar 31, 2024

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

1. FINANCIAL RESULTS

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

fFieures in Rs. lakhsl

Particulars	Year ended 31.03.2024	Year ended 31.03.2023
Sales and other Income	2,386.33	2691.98
Profit before Depreciation, Interest, Exceptional Items	250.72	285.19
Depreciation	67.21	80.75
Interest and Finance Charges	173.63	169.79
Profit before Tax	9.88	34.65
Tax Expenses	7.74	13.47
Net Profit/Loss	2.14	21.18
Other Comprehensive Income	6.75	23.97

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. RESERVES

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

9. MATERIAL CHANGES AND COMMITMENTS

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

10. 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 31^st March 2024 is placed on the website of the Company and can be accessed at
https://www.parammount.com/.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

SI. No.	Name	Designation	DIN
1.	Mr. Hiitesh Topiiwaalla	Managing Director	01603345
2.	Mrs. Aartii Topiwala	Non Executive and Non Independent Director	03487105
3.	Mr. Vishwajeet N Mehta*	Non-Executive - Independent Director	02800993
4.	Mr. Vishwaskumar Sharma	Non-Executive - Independent Director	06716653

*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.

12. 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 ofthe Board of Directors are held when necessary.

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

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

AUDIT COMMITTEE:

a) VishwajeetN Mehta* -Chairman

b) Vishwaskumar Sharma - Member

c) HiiteshTopiiwaalla -Member

NOMINATION AND REMUNERATION COMMITTEE:

a) VishwajeetN Mehta* -Chairman

b) Vishwaskumar Sharma - Member

c) Aartii Topiwaala - Member

STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

a) Aartii Topiwaala - Chairperson

b) Vishwaskumar Sharma - Member

c) Hiitesh Topiiwaalla -Member

*ceassation w.e.f 31st March 2024

14. 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 ofthis 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

15. 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;

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

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

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

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

16.NOMINATTON 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.

1 7.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.

18. 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.

19. 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.

20. AUDITORS AND AUDITORS'' REPORT

M/s. Pary & Co., (Firm Registration No. 007288C), Charted Accountants, was appointed as Statutoiy
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 ofthe Audit
Committee in each ofthe 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) ofthe
Companies Act, 2013.

21 .COST AUDITOR

The provision ofthe section 148 ofthe Companies’ act, 2013 read with Rules 14 ofthe 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.INTFRNAI, AUDITOR

The Company has appointed Mr. Venkatesh P A, Chartered Accountant, as the Internal Auditor ofthe
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.SFCRFTARIAT, 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
Rennrt is as follows-

SI. No.	Comments by Secretarial Auditor	Reply by the Board
1	The Company has failed to attach financial result copy along with the outcome of board meeting required to be submitted under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations within 30 minutes from the conclusion ofthe board meeting for the quarter ended on March 23.	The said delay was due to the connectivity issue.

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
OUTGO:

(A)Conservation of energy:

Steps taken / impact on conservation of energy,	The Company is into selling and distribution activities without any manufacturing business. However, the Company has introduced various measures to conserve and minimize the use of energy wherever it is possible.
(i] Steps taken by the company for utilizing alternate sources of energy including waste generated	Nil
(ii] Capital investment on energy conservation equipment	Not Applicable
Total energy consumption and energy consumption per unit of production as per Form A	Not Applicable

(B)Technology absorption:

Efforts in brief, made towards technology absorption, adaptation and innovation	Nil
Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc.	Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year], following information may be furnished:	Nil
Technology imported	Not Applicable
Year of Import	Not Applicable
Has technology been fully absorbed	Not Applicable
If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action	Not Applicable

(C) Research and Development (R&D)

Specific areas in which R&D carried out by the company	The Company is into selling and distribution activities without any manufacturing business and hence there was no scope for expenditure in respect of Research & Development.
Benefits derived as a result of the above R	Not Applicable
& D
Future plan of action	Not Applicable
Expenditure on R & D

fa] Capital	Nil
(b] Recurring	Nil
fcj Total	Nil
(d) Total R & D expenditure as a percentage of total turnover	Nil

(D)Foreign exchange earnings and Outgo

Activities relating to exports	Company had export activities during the year
Initiatives taken to increase exports	We are putting continuous effort to increase Export and recapture of Export market.
Development of new export markets for products and services	Efforts are on to develop new Export market.
Export plans	Efforts are on to develop new Export market.
Total Exchange used ("Cash basis")	As on 31* March, 2024: Rs. 1,60,07,165/-
Total Foreign Exchange Earned (Accrual Basis]	As on 31st March, 2024: Rs. 5,43,798/-

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. ANNIJAI, BOARD EVALUATION

Pursuantto the provisions ofthe 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/IV

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

I30.REEATED PARTY TRANSACTIONS fRPTsl

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 pursuantto 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 37^th 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 inSection 188(1} ofthe Companies Act, 2013 in Form AOC-
2 annexed to this Report as Annexure - III.

31 .CORPORATF SOCIAL RESPONSIBILITY

Since the Company does not meet the criteria for the applicability of Section 135 ofthe 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 ofthe Listing Regulations along
with a Certificate from a Practising Company Secretary regarding compliance to the conditions stipulated
under Chapter IV ofthe Listing Regulations is attached to this report as Annexure V.

Pursuant to the provisions of Regulation 15(2] of SEBI (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.

35. CAPITA!, 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
fPREVENTION. PROHIBITION AND REDRESSAI/I ACT. 201 3

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

The following is a summaiy 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 of all 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. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors of the Company had met on 26^th 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 maybe. 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:

Dividend Year	Type of Dividend	Rate of Dividend	Date of declaration	Due date for Transfer to IEPF	As on March 31, 2024
2016-17	Final Dividend	5%	29/09/2017	30/11/2024	2,50,367

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.

44. 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.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016 flBCI

There is no such process initiated during the year, therefore said clause is not applicable to the
Company.

4fi.FAII.URE 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.

For and on behalf of the Board of Directors
Paramount Cosmetics (India) Limited

Place: Bangalore
Date: 13.08.2024

Sd/- Sd/-

Hiitesh T opiiwaalla Aartii T opiwaala

Managing Director Director

DIN:01603345 DIN:03487105

---

Mar 31, 2015

Dear Members,

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

financial results

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

(Figures in Lakh)

Particulars Year ended Year ended 31.03.2015 31.03.2014*

Sales and other Income 4,852.81 4,757.16

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

Items and Tax

Depreciation 79.79 60.48

Interest and Finance Charges 191.86 187.88

Exceptional Items and Extraordinary Items 00.15 00.25

"Profit before Tax 237.29 225.61

Net Profit 173.56 150.18

Surplus 840.93 703.07

Appropriations 60.47 35.70

Balance carried forward to the Balance Sheet 780.46 667.37

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

PERFORMANCE DURING THE YEAR

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

DIVIDEND

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

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

SHARE CAPITAL

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

Details of Key Managerial Personnel

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

Name of KMPs Designation Date of Appointment

Deepika Shrinivas Company Secretary 01st March, 2013

Nitya Babu Company Secretary 08th May, 2014

S Chakravarthi Chief Financial 01st April, 2014 Officer

Hansraj Rathor Chief Financial 13th February, 2015 Officer

Name of KMPs Date of Cessation

Deepika Shrinivas 17th April, 2014

Nitya Babu 13th January, 2015

S Chakravarthi 28th August, 2014

Hansraj Rathor -

BOARD COMMITTEES

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

a) Audit Committee

b) Nomination and Remuneration Committee

c) Share Transfer Committee

d) Stakeholders Relationship Committee

e) Risk Management Committee

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

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

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

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

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

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

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

AUDITORS AND AUDITORS' REPORT

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

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

SECRETARIAL AUDIT

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

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

CORPORATE GOVERNANCE REPORT

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

POLICIES OF THE COMPANY

The Board of Directors has framed the following policies. The details of these policies are explained in the Corporate Governance Report.

a) Code of Conduct

b) Risk Management Policy

c) Policy for selection of Directors and Performance Evaluation

d) Remuneration Policy for Directors, Key Managerial Personnel and Other Employees

e) Whistle Blower Policy

f) Related Party Transactions

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

DISCLOSURES

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

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

3) Extract of the Annual Return

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

4) Number of Meetings of the Board

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

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

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

6) Particulars of Loans, Guarantees or Investments

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

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

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

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

NIL

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

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

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

NIL

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

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

ACKNOWLEDGEMENTS

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

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

On behalf of Board of Directors

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

---

Mar 31, 2014

Dear members,

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

FINANCIAL RESULTS

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

(Figures in Rs. lakh)

Particulars Year ended Year ended 31.03.2014 31.03.2013*

Sales and other income 4757.16 4682.22

Profit before Depreciation, Interest and Tax 473.97 486.59

Depreciation 60.48 60.38

Interest and Finance Charges 187.88 208.97

Profit before Tax 225.61 217.23

Net Profit 150.18 141.50

Surplus year to date 703.07 585.25

Appropriations 35.70 35.32

Balance carried forward to the Balance Sheet 667.37 552.93

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

PERFORMANCE DURING THE YEAR

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

DIVIDEND

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

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

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

DIRECTORS

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

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

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

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

BOARD COMMITTEES

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

CORPORATE GOVERNANCE REPORT

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

FIXED DEPOSITS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

AUDITORS

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

AUDITORS'' REPORT

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

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

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

ACKNOWLEDGEMENTS

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

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

On behalf of the Board of Directors Sd/-

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

---

Mar 31, 2013

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

FINANCIAL RESULTS

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

(Figures in Rs. lakh)

Particulars Year ended Year ended 31.03.2013 31.03.2012*

Sales and other income 4,682.22 4,478.25

Profit before Depreciation, Interest and Tax 486.59 462.90

Depreciation 60.38 72.92

Interest and Finance Charges 208.97 199.81

Profit before Tax 217.23 190.17

Net Profit 141.50 136.48

Surplus year to date 585.25 471.96

Appropriations 35.32 28.21

Balance carried forward to the Balance Sheet 552.93 443.75

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

PERFORMANCE DURING THE YEAR

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

DIVIDEND

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

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

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

DIRECTORS

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

BOARD COMMITTEES

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

CORPORATE GOVERNANCE REPORT

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

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

By order of the Board of Directors

For Paramount Cosmetics (I) Ltd.

sd/-

Place: Bangalore Deepika Srivastava

Date: 31.07.2013 Company Secretary

---

Mar 31, 2010

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

FINANCIAL RESULTS

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

(Figures in Rs. lakh)

Year ended Year ended

31.03.2010 31.03.2009

Sales and other income 2894.98 2273.09

Profit before Depreciation and Tax 255.42 188.74

Depreciation 35.92 27.50

Interest and Finance Charges 106.07 84.23

Profit before Tax 113.43 77.01

Income Tax 20.91 6.43

Prior Year Exp 3.18 8.93

MAT credit entitlement of earlier years 21.06 -

Net Profit / (Loss) 110.40 61.65

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

Surplus / (Deficit) 198.69 109.32

Appropriations: - _

Balance carried forward to the Balance Sheet 219.71 109.32

PERFORMANCE DURING THE YEAR

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

DIVIDEND

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

DIRECTORS

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

FIXED DEPOSITS

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

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

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

AUDITORS

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

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

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

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

PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION

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

CORPORATE GOVERNANCE

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2010 and of the profit of the Company for the year ended March 31, 2010;

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

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

ACKNOWLEDGEMENTS

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

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

For and on behalf of the Board of Directors

(B.D. Topiwala)

Dated: 30th August 2010 Chairman

Place: Bangalore