Board’s Report

To,

The Members of

Paramount Communications Limited

Your Directors are pleased to present the Twenty-Ninth Annual Report on the business and operations of the Company together with the
audited financial statements for the financial year ended March 31, 2023 (“year under review”).

1. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

A summary of your Company’s financial results for the Financial Year 2022-23 is as under:

On a consolidated and standalone basis, the revenue for
FY 2023 was ? 8,127 million, higher by 39% over the previous
year’s revenue of ? 5,847 million. We recorded an increase
in EBITDA by 166% in FY 2023 to ? 642 million. The Strong
performance was driven by robust volume growth of over
50% in Export business from ? 1,302 million to ? 4,003 million.
The Net Profit for the year stood at ? 478 million against a Net
Profit of ? 82 million reported in the Previous Year.

CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company have
been prepared in accordance with the applicable Indian
Accounting Standards as issued by the Institute of Chartered
Accountants of India and forms an integral part of this Report.

2. SHARE CAPITAL & PREFERENTIAL ISSUE

a) Increase in Authorized Share Capital

During the year under review, the authorised share
capital of the Company has been increased from

? 60,00,00,000 divided into 25,00,00,000 equity shares of
? 2 each and 10,00,000 Redeemable Preference Shares
of ? 100 each to ? 70,00,00,000 divided into 30,00,00,000
equity shares of ? 2 each and 10,00,000 Redeemable
Preference Shares of ? 100 each by creation of additional
5,00,00,000 equity shares of ? 2 each in the authorised
share capital of the Company in terms of the resolution
passed by the shareholders of the Company at the Extra
Ordinary General Meeting held on January 11, 2023. As
on date of this Report, the authorised share capital of
the Company is ? 70.00 Crore divided into 30.00 Crore
equity shares of ? 2 each and 10.00 lakh Redeemable
Preference Shares of ?100 each.

b) Paid-up Share Capital

The paid-up share capital of the Company as on March
31, 2023 is ? 38.83 Crore divided into 194183965 equity
shares of ? 2 each.

Post March 31, 2023 and up to the date of this Report,
the Company has allotted equity shares as per details
given below:

Accordingly, the paid-up share capital of the Company
as on the date of this Report is ? 46.83 Crore divided into
23,41,59,890 equity shares of ? 2 each.

c) Preferential Issue
Promoter Category

The Board of Directors, in their meeting held on
9^th August, 2022, approved the issue and allotment
of 2,90,00,000 warrants, each convertible into one
fully paid equity share of the Company at a price of ?
15.50 each, to entity belonging to the Promoter Group
on preferential basis, subject to receipt of necessary
approvals, including that of shareholders.

Subsequently, the approval of the members by way of a
Special Resolution was obtained at an Annual General
Meeting of the Company held on 29^th September 2022
and consequent to the receipt of in-principal approval
of the Stock Exchanges, for issue of convertible warrants
on Preferential Basis, the Share Allotment Committee of
the Board, in its meeting held on 26^th October 2022, has
allotted 2,90,00,000 warrants, each convertible into one
Equity share, on preferential basis at an issue price of ?
15.50/- each, upon receipt of 25% of the issue price ( i.e.,
? 3.875 per warrant ) as warrant subscription money.
Balance 75% of the issue price (i.e., ?11.625 per warrant)
is payable within 18 months from the allotment date, at
the time of exercising the option to apply for fully paid-
up equity share of ? 2/- each of the Company, against
each warrant held by the warrant holder.

Non-Promoter Category

The Board of Directors, in their meeting held on 14^th
December, 2022, approved the issue and allotment of

6,25,00,000 warrants, each convertible into one fully
paid equity share of the Company at a price of ? 21.57
each, to certain entities/persons, who are not forming
part of the Promoter/Promoter Group of the Company
on preferential basis, subject to receipt of necessary
approvals, including that of shareholders.

Subsequently, the approval of the members by way of
a Special Resolution was obtained at an Extra-Ordinary
General Meeting of the Company held on 11^th January
2023 and consequent to the receipt of in-principal
approval of the Stock Exchanges, for issue of convertible
warrants on Preferential Basis, the Share Allotment
Committee of the Board, in its meeting held on 18^th
February 2023, has allotted 6,23,25,925 warrants, each
convertible into one Equity share, on preferential basis
at an issue price of ? 21.57/- each, upon receipt of 25%
of the issue price ( i.e., ? 5.40 per warrant ) as warrant
subscription money. Balance 75% of the issue price (i.e.,
?16.17 per warrant) is payable within 18 months from
the allotment date, at the time of exercising the option
to apply for fully paid-up equity share of ? 2/- each of
the Company, against each warrant held by the warrant
holder.

3. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES

The Company does not have any Indian subsidiary company.
However, the Company has the following direct wholly owned
subsidiaries located outside India:

a. *Paramount Holdings Limited, incorporated under the
laws of Cyprus;

b. **AEI Power Cables Limited, incorporated under the
laws of England and Wales;

c. 06196375 Cables Limited (formerly known as AEI
Cables Limited), which was a subsidiary company, is “in
Administration” (as per UK Laws) w.e.f. 28^th February,
2014.

Note:

1) *The board of Directors of Paramount Holdings Limited,
Cyprus are taking steps to strike off name of the Company
in accordance with the applicable laws of the country.

2) **AEI Power Cables Limited, United Kingdom has ceased
to trade and became dormant w.e.f. 1st April, 2017.

Financial Statements of Paramount Holdings Limited, Cyprus
is drawn in Euro and AEI Power Cables Limited, United
Kingdom are drawn in Sterling Pound.

The Consolidated financials include un-audited financials
of Paramount Holdings Limited, Cyprus and un-audited

financials of AEI Power Cables Ltd., United Kingdom for the
year ended 31^st March, 2023.

The Company has no Joint venture or Associate Companies
within the meaning of section 2 (76) of the Companies Act,
2013.

During the year under review, none of the companies have
become or ceased to be subsidiary, joint venture or associate
company of the Company.

4. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount to any of the reserves maintained by
the Company.

5. DIVIDEND

Your directors do not recommend declaration of any dividend
for the financial year 2022-2023.

6. SHIFTING OF REGISTERED OFFICE OF THE COMPANY
WITHIN THE LOCAL LIMITS OF THE CITY TOWN OR VILLAGE.

During the year under review, the Company had shifted its
registered office from C-125, Naraina Industrial Area, Phase-1,
New Delhi-110028 to KH-433, Maulsari Avenue, Westend
Greens, Rangpuri, New Delhi-110037 within the same city.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION OF THE COMPANY BETWEEN THE END
OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT.

The Share Allotment Committee of the Board, in its meeting
held on June 05, 2023, has allotted 2,90,00,000 equity
shares and 1,09,75,925 equity shares against conversion of
equal number of warrants by the concerned warrant holder
belonging to Promoter Group and who are not forming part of
the Promoter/Promoter Group of the Company respectively,
upon receipt of balance payment of 75% of the issue price
( i.e., ? 11.625 per warrant from warrant holder belonging
to Promoter Group and ? 16.17 per warrant from who are
not forming part of the Promoter/Promoter Group of the
Company).

8. DIRECTORS AND KEY MANAGERIAL PERSONNELa) Composition

i) Your Company’s Board has an optimum
combination of Executive, Non-executive and
Independent Directors with two women Directors,
as per the requirements of Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI Listing Regulations’) as
on date. The composition of the Board and the
Independent Directors of the Company meet all

the criteria mandated by SEBI Listing Regulations,
2015 and the Companies Act, 2013.

ii) None of the Whole-time Key Managerial Personnel
(KMP) of the Company is holding office in any other
Company as a Key Managerial Personnel.

iii) Further, none of the Directors / KMP of the Company
is disqualified under any of the provisions of the
Companies Act, 2013 and relevant Regulations
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

iv) None of the Director on the Board is a member of
more than 10 Committees or a Chairman of more
than 5 Committees across all listed companies in
which he/ she is a director. Necessary disclosures
regarding Committee positions in other Public
Limited Companies as on March 31, 2023, have
been disclosed by all the Directors of the Company.

b) Change in Director(s) and Key Managerial Personnel

As per section 152 of the Companies Act, 2013, Mr.
Sanjay Aggarwal (DIN 00001788), whole time director,
who retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re¬
appointment.

The Board of Directors at their meeting held on
August 10, 2023, based on the recommendations of
the Nomination and Remuneration Committee, have
approved the following appointment/re-appointment:

a) Re-appointment of Mr. Vijay Maheshwari as
a Non-Executive Independent Director of the
Company for a second term of five consecutive
years effective from April 01, 2024, in accordance
with the provisions of Section 149, 150 and 152
of the Companies Act, 2013 read with Schedule IV
and Rules made thereunder and other applicable
provisions of the Companies Act, 2013, if any.

b) Re-appointment of Mr. Sanjay Aggarwal as Whole
Time Director, designated as Chairman & CEO of
the Company for a period of five years effective
March 01, 2024, in accordance with the provisions
of Sections 196, 197, 198 and 203 of the Companies
Act, 2013 read with Schedule V and Rules made
thereunder and other applicable provisions of the
Companies Act, 2013, if any; and

c) Re-appointment of Mr. Sandeep Aggarwal as
Managing Director of the Company for a period of

five years effective March 01, 2024 in accordance
with the provisions of Sections 196, 197, 198 and
203 of the Companies Act, 2013 read with Schedule
V and Rules made thereunder and other applicable
provisions of the Companies Act, 2013, if any.

The above proposals for appointment and
reappointment forms part of the notice of the
29^th Annual General Meeting and the relevant
Resolutions are recommended for your approval
therein. The information pursuant to Regulation 36
of Listing Regulations and Secretarial Standards-2
are disclosed in the Notice of AGM.

c) Declaration and Disclosures from Directors

i) All Independent Directors of the Company have
given declarations stating they meet the criteria
of independence as laid down under Section
149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. In terms of Regulation 25(8)
of the Listing Regulations, Independent Directors
have confirmed that they are not aware of any
circumstances or situation which exists or may
be reasonably anticipated that could impair or
impact their ability to discharge their duties.

ii) All the Directors have also affirmed that they have
complied with the Company’s Code of Conduct. In
terms of requirements of the Listing Regulations,
the Board has identified core skills, expertise and
competencies of the Directors in the context of the
Company’s businesses, which are detailed in the
Report on Corporate Governance.

iii) Further, in terms of Section 150 of the Act read
with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014,
Independent Directors of the Company have
confirmed that they have registered themselves
with the databank maintained by the Indian
Institute of Corporate Affairs. The Independent
Directors who were required to clear the online
proficiency self-assessment test have passed the
test.

iv) In the opinion of the Board, the Independent
Directors also possess the attributes of integrity,
expertise and experience as required to be
disclosed under Rule 8(5) (iiia) of the Companies
(Accounts) Rules, 2014.

During the year under review, the non-executive
independent directors of the Company had no pecuniary
relationship or transactions with the Company, other
than sitting fees and reimbursement of expenses, if any.

In compliance with the provisions of Section 149,
152, Schedule IV and other applicable provisions, if
any, of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules,
2014, the independent directors of the Company viz. Mr.
Vijay Bhushan, Mr. Vijay Maheshwari, Mrs. Malini Gupta
and Mrs. Praveena Kala holds office for a fixed term of
five (5) years and are not liable to retire by rotation.

9. KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Act, following are
the Key Managerial Personnel of the Company as on the date
of this Report:

1. Mr. Sanjay Aggarwal- Chairman & CEO

2. Mr. Sandeep Aggarwal- Managing Director

3. Mr. Shambhu kumar Agarwal - Chief Financial Officer,
and

4. Ms. Rashi Goel - Deputy Company Secretary and
Compliance officer*.

* Due to some family issues, Ms. Rashi Goel has resigned from the
position of Company Secretary and Compliance officer with effect
from the close of working hours of June 03, 2023. However, she
again joined the Company as Deputy Company Secretary and
Compliance Officer with effect from June 15, 2023.

The Board of Directors in its meeting held on August 10, 2023,
on the recommendation of the Nomination and Remuneration
Committee, has re-appointed Ms. Rashi Goel as Company
Secretary and Compliance officer of the Company

10. NUMBER OF MEETINGS OF THE BOARD AND AUDIT
COMMITTEE

During the year, 5 (Five) Board Meetings and 4 (Four)
Audit Committee Meetings were convened and held. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

Pursuant to the requirements of Schedule IV to the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, separate Meeting of the
Independent Directors of the Company were also held on
24^th January, 2023, without the presence of Non-Independent
Directors and members of the management, to review the
performance of Non-Independent Directors and the Board as
a whole and also to assess the quality, quantity and timeliness
of flow of information between the Company management
and the Board.

The details of the Board and Committees of the Board along
with their composition, number of meetings and attendance
at the meetings are provided in the Corporate Governance
Report forming part of this Annual Report FY 2022-23.

11. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013
and SEBI Listing Regulations, the Board adopted a formal
mechanism for evaluating its performance and as well as that
of its committees and individual Directors on annual basis.

The Board has carried out the annual performance evaluation
of its own performance, Committees of the Board and each
Director individually at its meeting held on January 24, 2023.
The evaluation was done through a structured questionnaire
covering various aspects of the Board’s functioning such
as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of
specified duties, obligations and governance.

Separate exercise was carried out to evaluate the performance
of individual Directors on parameters such as attendance,
contribution and independent judgement.

Board interaction between meetings was stepped up through
calls with individual Directors on various topics. Specific items
were also added in the Board agenda from a governance
perspective.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Act, the Board of Directors,
to the best of its knowledge and ability, confirm that:

i) In the preparation of the annual accounts, the applicable
accounting standards read with requirements set out
under Schedule III to the Act have been followed and
there are no material departure from the same;

ii) They have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
as at March 31, 2023 and of the profit of the Company for
the year ended on that date;

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

iv) They have prepared the annual accounts on a going
concern basis;

v) They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and operating effectively; and

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

13. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD
AND ANNUAL GENERAL MEETINGS

The Company has complied with the Secretarial Standards
issued by the Institute of Company Secretaries of India on
Board Meetings and Annual General Meetings.

14. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Company has devised a Nomination and Remuneration
Policy pursuant to Section 178 of the Companies Act,
2013 and Regulation 19(4) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Specified in Part
D of the Schedule II) which lays down a framework in relation
to remuneration of Directors, Key Managerial Personnel and
Senior Management of the Company.

The policy also provides the criteria for determining
qualifications, positive attributes and Independence of
Director and criteria for appointment and removal of
Directors, Key Managerial Personnel / Senior Management.

Remuneration Policy:

The Nomination and Remuneration Policy of the Company is
designed to attract, motivate and retain high calibre talent by
offering an appropriate remuneration package and also by
way of providing a congenial & healthy work environment.

The Policy broadly lays down the guiding principles,
philosophy and the basis for payment of remuneration to
Executive and Non-Executive Directors (by way of sitting
fees and commission), Key Managerial Personnel, Senior
Management and payment of remuneration to other
employees.

During the year under review, the Company paid a sitting
fee of ? 60,000 per meeting to its Non-Executive Directors for
attending meetings of the Board and meetings of committees
of the Board.

The detailed Nomination & Remuneration Policy is
also available on the website of the Company at www.
paramountcables.com under Investor Relations Section.

15. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act
read with Companies (Management and Administration)
Rules, 2014, the draft Annual Return of the Company in Form
MGT-7 for FY 2022-23 has been placed on the Company’s

website and can be accessed at www.paramountcables.com
under Investor Relations Section.

16. RISK MANAGEMENT

Risk is an integral and unavoidable component of all
businesses. Paramount is committed to manage its risk in
a proactive manner which includes periodic review of such
risks and a framework for mitigating controls and reporting
mechanism of such risks. Your Company periodically assesses
the risk in the internal and external environment, along with
the cost of treating risk and incorporates risk treatment plans
in its strategy, business, and operational plans.

Further details on the Risk Management activities including
the key risks identified, and their mitigations are covered in
Management’s Discussion and Analysis section, which forms
part of the Annual Report.

17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY.

In the opinion of the Board, your Company has in place an
adequate system of internal control commensurate with its
size and nature of business. The Company uses IT-supported
platforms to keep the IFC framework robust. This system
provides a reasonable assurance in respect of providing
financial and operational information, complying with
applicable statutes, safeguarding of assets of the Company,
and ensuring compliance with corporate policies.

The Audit Committee of the Board of Directors actively
reviews the adequacy and effectiveness of the internal
control systems and are also apprised of the internal audit
findings and corrective actions. The Audit Committee
suggests improvements in the performance of internal audit
function and ensures the necessary checks and balances that
may need to be built into the control system.

M/s. Jagdish Chand & Co., Chartered Accountants were the
internal auditors of the Company for the FY 2022-23.

P. Bholusaria & Co., Chartered Accountant, the statutory
auditors of Paramount have audited the financial statements
included in this annual report and have issued a report on
the Company’s Internal Control over financial reporting (as
defined in section 143 of the Companies Act, 2013).

18. INDUSTRIAL RELATIONS

Paramount is an equal opportunities employer. The Company
does not discriminate on grounds of age, gender, colour, race,
ethnicity, language, caste, creed, economic or social status or
disability.

The Company humbly acknowledges employees’
contributions with best compensation and benefits that
appropriately reward performance. Pay revisions and other
benefits are designed in such a way to compensate good
performance of the employees of the Company and motivate
them to do better in future.

During the period under review, your Company enjoyed
healthy, cordial and harmonious relationship with workers
and employees at all levels.

19. RELATED PARTY TRANSACTIONS

The Audit Committee approves all the RPTs in compliance with
the provisions of the Act and Listing Regulations. Omnibus
approval is obtained on a yearly basis for transactions which
are repetitive in nature. Transactions entered into pursuant
to omnibus approval and details of all RPTs are placed before
the Audit Committee and the Board for review and approval/
noting on a quarterly basis.

During the financial year, the Company has not entered
into any materially significant related party contracts/
arrangements or transactions with the Company’s promoters,
Directors, Management or their relatives, which could have
had a potential conflict with the interests of the Company. All
the contracts/arrangements or transactions entered into by
the Company with Related party(ies) are in conformity with
the provisions of the Companies Act, 2013 and on an arm’s
length basis and do not attract the provisions of Section 188
of the Companies Act, 2013 and Regulation 23 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Details of all RPTs are mentioned in the notes to financial
statements forming part of the Annual Report. The Board of
Directors have formulated a Policy on dealing with Related
Party Transactions.

During the year under review, based on the recommendations
of the Audit Committee, the said policy was approved by the
Board of Directors at its meeting held on May 28, 2022. The
updated policy is available on the website of the Company
and can be accessed at www.paramountcables.com.

20. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and a Whistle¬
Blower policy in accordance with provisions of the Act and
Listing Regulations. The Audit Committee periodically review
the complaints and incidents, if any. Protected disclosure can
be made by a whistle blower through an e-mail or letter to the
chairman of the Audit Committee. The Policy is available on
the Company’s website at www.paramountcables.com.

The Policy provides adequate protection to the Directors,
employees and business associates who report unethical
practices and irregularities. The Policy provides details for
direct access to the Chairman of the Audit Committee. Any
incidents that are reported are investigated and suitable
action is taken in line with the Whistle Blower Policy.

21. AUDITORS AND AUDITORS REPORT

a) Statutory Auditors:

P. Bholusaria & Co., Chartered Accountants (Firm
Registration No. 000468N) were appointed as Statutory
Auditors of the Company for a second term of five
consecutive years at the Annual General Meeting
(“AGM”) of the Company held on September 29, 2022
to hold office from the conclusion of the 28^th AGM of
the Company till the conclusion of the 33^rd AGM at a
remuneration mutually agreed upon by the Board of
Directors and the Statutory Auditors.

Statutory Auditors’ Report

The Statutory Auditors’ Report forms part of the Annual
Report. The Statutory Auditor’s report does not contain
any qualification, reservation or adverse remark for the
year under review.

b) Cost Auditors

As per the requirements of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules,
2014 as amended from time to time, your Company is
required to maintain cost records. The Cost Audit Report
for the year ended March 31, 2022 was filed with the
Central Government within the prescribed time. M/s
Jain Sharma & Associates, Cost Accountants were the
Cost Auditor of the Company for the FY 2022-23.

The Board of Directors, on the recommendation of the
Audit Committee, has re-appointed M/s Jain Sharma
& Associates, Cost Accountants, (Firm Registration
Number: 000270) as Cost Auditor to audit the cost
accounts of the Company for the Financial Year 2023¬
24. As required under the Act, a resolution seeking
members’ approval for the remuneration payable to the
Cost Auditor forms part of the Notice convening the AGM
for their ratification.

Cost Audit Report

There are no qualifications, reservations or adverse
remarks made by Cost Auditors in their Report for FY
2022-23. Further, the Cost Audit Report for the FY 2021¬
22 was filed on September 03, 2022, and for the FY 2022¬
23 the Cost Audit Report to be filed within due date.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder, the Company had appointed
Ms. Rekha Mittal (Membership No. FCS - 8800 & CP No. -
10180), Practicing Company Secretary to undertake the
Secretarial Audit of the Company for the FY 2022-23.

However, Ms. Rekha Mittal, Practicing Company
Secretary, expressed her unwillingness to continue as
Secretarial Auditor for the FY 2022-23, due to her pre¬
occupation elsewhere.

The Board has appointed M/s Abhishek Mittal &
Associates, Practising Company Secretary (Membership
No. FCS -7273 & CP No. - 7943) to undertake the
Secretarial Audit of the Company for the FY 2022-23,
based on consent received from M/s Abhishek Mittal &
Associates, Practising Company Secretary.

The Secretarial Audit Report for the financial year ended
March 31, 2023, is annexed herewith in Form MR-3, and
marked as Annexure A to this Report.

The Board of Directors reviewed the remark made by the
Secretarial Auditor that:

• In Form MGT-14 and SH-7, there was a clerical error
in the attachment of the forms filed.

• The Company has implemented software
named Insiderlens w.e.f. 28^th September, 2022,
for maintaining Structured Digital Database
(SDD). Before this implementation, the SDD
was maintained in password protected Excel
and access was available with Key Managerial
personnel of the Company.

^• The Company has filed few Forms after the due
date.

Comment of Board of Directors:

The Comment of the Auditor is Self-Explanatory.

d) Annual Secretarial Compliance Report

Pursuant to Regulation 24A of Listing Regulations read
with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated
February 08, 2019, the Annual Secretarial Compliance
Report of the Company for the financial year ended
March 31, 2023, obtained from Nitin Gupta, Company
Secretary in Whole Time Practice, was submitted to the
stock exchange(s) and uploaded on the website of the
Company at www.paramountcables.com.

e) Internal Auditor

In terms of Section 138 of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014, the
Company has appointed M/s Jagdish Chand & Co.,
Chartered Accountant as the internal auditor of the
Company.

22. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as
specified under section 143(12) of the Companies Act, 2013.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Over the years, the Company has focused on several corporate
social responsibility programmes like Empowering Children
and Women, Promoting Health & Sanitation, Nurturing
Communities and COVID vaccination drive. In accordance
with the provisions of the Act read with Rules made
thereunder, the Company was not required to constitute the
CSR Committee and to make any CSR contribution during the
FY 2022-23.

However, the Board in its meeting held on May 19, 2023, has
constituted a CSR Committee in accordance with Section
135(1) of the Companies Act, 2013, the details of which have
been provided in the Corporate Governance Report forming
part of this Annual Report, to formulate the CSR policy and to
recommend the amount of expenditure to be incurred on CSR
activities for the FY 2023-24.

24. LOANS, GUARANTEE(S) OR INVESTMENT(S)

During the year, your Company has duly complied with the
provisions of section 186 of the Companies Act, 2013 and
no loan and guarantee was granted by the Company under
Section 186 of the Companies Act, 2013. The particulars of the
investments made by the Company have been disclosed in
the financial statements.

25. SEXUAL HARASSMENT POLICY, HEALTH AND SAFETY

The Company is conscious of the importance of
environmentally clean and safe operations. The Company’s
policy requires conduct of operations in such a manner so as to
ensure safety of all concerned, compliances of environmental
regulations and preservation of natural resources. As part of

the legal responsibility and zero tolerance towards sexual
harassment at the workplace, a policy for prevention of
Sexual Harassment has been adopted by the Company.

In order to comply with provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the
Company has in place a policy which mandates no tolerance
against any conduct amounting to sexual harassment
of women at workplace. The Company has constituted
Internal Complaint Committee to redress and resolve any
complaints arising under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013. During the year, there was no complaint lodged with the
Internal Complaint Committee, formed under “The Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013”.

26. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

As required under Section 197(12) of the Act read with Rule
5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details of the ratio of
the remuneration of each director to the median employee’s
remuneration and such other details as prescribed therein
are given in “Annexure-B”, which is attached hereto and
forms a part of this Report.

In terms of the provisions of Section 197 (12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
no employee is covered under the purview of the aforesaid
Section/Rule.

27. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH
PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS
PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF
LISTING REGULATIONS.

During the year under review, the funds raised through
preferential allotment of warrants and their consequent
conversion into equal number of equity shares to Promoter
Group and Non-Promoters have been utilized as per the
objects / purpose of the preferential allotment as stated in
the Explanatory statement of the Notice of General Meeting

dated 09.08.2022 and 14.12.2022 respectively, of the Company and there was no deviation in the utilization of proceeds. The details
of utilization of proceeds are as under:

*The Company has allotted 6,23,25,925 equity share warrants
and received ' 33.65 crores (i.e., ' 5.40 per equity warrant)
towards application money. Out of the total amount received,
the Company has utilized ' 28.36 crores and ' 5.29 crores was
kept in mutual funds and bank account of the Company.

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

The information pertaining to conservation of energy,
technology absorption, Foreign Exchange Earnings and
Outgo as required under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is annexed as “Annexure C” and forms part of this
Report.

29. DETAILS OF MONEY ACCEPTED FROM DIRECTORS

The Company has received the unsecured loan from Mr.
Sandeep Aggarwal, Managing Director of the Company.
The Company has received the declaration and necessary
disclosures made in this regard.

30. CORPORATE GOVERNANCE

The Company is committed to adheres to the Corporate
Governance requirements set out by the Securities and
Exchange Board of India (“SEBI”). The report on Corporate
Governance as stipulated under regulation 34 (3) read with
Schedule V of the Listing Regulations forms part of the
Annual Report. The requisite certificate from the Auditors of
the Company confirming compliance with the conditions of

Corporate Governance is attached to the report on Corporate
Governance.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the
operations of the Company, as required under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as “Listing Regulations”) is provided
in a separate section and forms an integral part of this Report.

32. ISO CERTIFICATION

The Company holds ISO 9001:2015 for Quality Management
System, ISO 14001:2015 for Environment Sustainability
and ISO 45001:2018 for Occupational Health and Safety
Management, certifications for its plants at Khushkhera,
Rajasthan and Dharuhera, Haryana. In addition to this,
the Company has UL and LPCB approvals for supply of its
products in the International Market.

33. INSURANCE

All insurable interest of the Company including inventories,
buildings and plant & machinery are adequately insured.

34. GENERAL

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
on these items during the year under review:

a) Details relating to deposits covered under Chapter V of
the Act.

b) Issue of equity shares with differential rights as to
dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

d) The Company has not bought back any of its securities

e) Neither the Managing Director nor the Whole Time
Director of the Company receives any remuneration or
commission from any of its subsidiaries.

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

g) There has been no change in the nature of business of
the Company.

h) Transfer of unclaimed/unpaid amount to Investor
Education and Protection Fund

i) Details of application made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016.

j) details of difference between amount of the valuation
done at the time of one-time settlement and the

valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof.

k) Detailed reasons for revision of financial statements
and report of the Board in terms of Section 131(1) of the
Companies Act, 2013

35. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees
of the Company. The Board of Directors would also like to
express their sincere appreciation for the assistance and
co-operation received from the government and regulatory
authorities, banks, customers, vendors and members
during the year under review. The Board would like to take
this opportunity to express its gratitude to you all, partners
in our enterprise, for your confidence, encouragement and
unstinting support.

For and on behalf of the Board of Directors of
Paramount Communications Limited

(Sanjay Aggarwal)

Place: New Delhi Chairman & CEO

Date: 10.08.2023 DIN: 00001788