The Board of Directors hereby presents the 38th Annual Report on the business and operations
of your Company for the year ended 31st March, 2024.
FINANCIAL RESULTS (Rs. in Lakhs)
|
Particulars
|
2023-24
|
2022-23
|
|
Total Income
|
363.24
|
182.61
|
|
Gross Profit
|
363.24
|
182.61
|
|
Less: Interest
|
3.30
|
2.76
|
|
Less: other expenses
|
236.54
|
203.82
|
|
Cash profit
|
123.4
|
(23.97)
|
|
Less: Depreciation
|
11.00
|
14.91
|
|
Less: Other non cash expenses
|
8.19
|
(29.24)
|
|
Profit/loss before tax
|
104.22
|
(9.64)
|
|
Less: Prov for tax
|
0.00
|
0.00
|
|
Less: Transfer from prov. For deferred tax
|
18.32
|
3.42
|
|
Add: Tax of earlier Year
|
0.00
|
0.00
|
|
Profit after tax
|
85.90
|
(13.06)
|
|
Add: Other comprehensive Income
|
222.61
|
(23.52)
|
|
Total Comprehensive Income
|
308.51
|
(36.58)
|
|
Add: Profit b/f
|
1615.37
|
1651.89
|
|
Profit available for appropriation
|
1701.27
|
1638.83
|
|
Less: Transfer to statutory reserves
|
17.18
|
0.00
|
|
Add: Fair Value Gain through OCI
|
247.94
|
(27.76)
|
|
Less: Tax Impact of Fair Value Gain through OCI
|
-25.33
|
4.24
|
|
Balance credited to balance sheet
|
1906.7
|
1615.32
|
|
Reserve excl. revaluation reserve
|
644.40
|
627.22
|
DIVIDEND
The Board has not recommended any dividend for the year.
STATE OF THE COMPANY'S AFFAIRS
'Paragon Finance Limited' is a company engaged in the business of providing loans against
hypothecation of vehicles.
The Income from Operation for the Financial year 2023-24 was Rs. 363.24 Lakhs which is
significantly higher than the Income from operations of Rs.182.61 in 2022- 23. The Shareholders
Funds as on 31.03.2024 were Rs. 2976.10 Lakhs reflecting the inherent financial strength of the
Company.
The Financial Statements of your Company have been prepared in accordance with the Generally
Accepted Accounting Principles in India (Indian GAAP) to comply with the Indian Accounting
Standards (IND AS) and the relevant provisions of the Companies Act, 2013 and rules made
therein, as applicable and guidelines issued by the Securities and Exchange Board of India (SEBI)
and guidelines and circulars issued by the Reserve Bank of India from time to time. Accounting
policies have been consistently applied except where a newly issued accounting standard, if
initially adopted or a revision to an existing accounting standard requires a change in the
accounting policy hitherto in use. Management evaluates all recently issued or revised
accounting standards on an ongoing basis.
RESERVE BANK OF INDIA (RBI) CLASSIFICATION
The Reserve Bank of India (RBI) has classified your Company as an 'NBFC - Investment and
Credit Company (NBFCICC)' within the overall classification of 'Non-Banking Financial
Institution'.
Pursuant to the “Master Direction - Reserve Bank of India (Non-Banking Financial Company -
Scale Based Regulation) Directions, 2023 issued by the Reserve Bank of India (RBI) on October
19, 2023, the Company falls under the category of NBFCs - Base Layer (NBFC - BL) entity.
PROMOTERS' GROUP SHAREHOLDING
As on March 31, 2024 , the total shareholding of the Promoters' Group of your Company is 72.79
per cent and none of the Promoter/Promoters' Group shareholding is under pledge. Further, in
compliance with Regulation 31(2) of SEBI Listing Regulations, 2015, the entire shareholding of
promoter(s) and promoter group is in dematerialized form.
Pursuant to the Share Purchase Agreement dated 25th July, 2024 entered into by some of the
Promoters and the Promoter group of the Company, 51.47 % shares of the Company will be
transferred to the Acquirer (Apple Equifin Pvt. Ltd) acting along with Persons acting in Concert
(GKML Software Pvt. Ltd and Sunkesula Infra LLP), subject to approval of SEBI and No Objection
Certificate of RBI. The acquirer along with PAC have given an Open Offer of 26% to the Public
Shareholders on 25.07.2024, a copy of which is available on the website of BSE. The Detailed
Public Statement was submitted to BSE and SEBI on 01.08.2024 and the Draft Letter of Offer was
submitted on 08.08.2024.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred
between the end of the financial year to which this financial statement relates and the date of
this report.
EXTRACT OF ANNUAL RETURN
In terms of the Companies Act, 2013 as amended, the Annual Return is available on
https://www.paragonfinanceltd.com/fstatements.htm
DETAILS OF SUBSIDIARY/ASSOCIATE COMPANY/ JOINT VENTURE
The Company does not have any Subsidiary, Joint Venture or an Associate Company.
DETAILS OF BOARD MEETINGS
During the year, 13 (Thirteen) number of Board meetings were held as on 19.04.2023,
29.05.2023, 19.06.2023, 11.08.2023, 21.08.2023, 29.08.2023, 01.09.2023, 27.09.2023,
06.11.2023, 30.11.2023, 02.01.2024, 31.01.2024 and 07.02.2024. The other details have already
been mentioned in the Corporate Governance Report which forms a part of this Annual report.
COMMITTEES OF BOARD
The details of composition of the Committees of the Board of Directors are as under:-
1 Audit rnmmittpp
|
Sl. No.
|
Name
|
DIN
|
Chairman/ Members
|
|
1
|
Mrs. Anny Jain
|
06850978
|
Chairperson
|
|
2
|
Mrs. Parul Surana
|
06948926
|
Member
|
|
3
|
Mr. Sanjay Kumar Gupta
|
00213467
|
Member
|
During the year, the Committee had met on 29.05.2023, 11.08.2023, 06.11.2023 and 07.02.2024
2. Nomination & Remuneration Committee
|
Sl. No.
|
Name
|
DIN
|
Chairman/ Members
|
|
1
|
Mrs. Anny Jain
|
06850978
|
Chairperson
|
|
2
|
Mrs. Parul Surana
|
06948926
|
Member
|
|
3
|
Mr. Sanjay Kumar Gupta
|
00213467
|
Member
|
During the year, the Committee had met on 23.08.2023 and 09.02.2024
3. Stakeholders Relationship Committee
|
Sl. No.
|
Name
|
DIN
|
Chairman/ Members
|
|
1
|
Mrs. Anny Jain
|
06850978
|
Chairperson
|
|
2
|
Mr. Sanjay Kumar Gupta
|
00213467
|
Member
|
|
3
|
Mr. Aloke Kumar Gupta
|
00825331
|
Member
|
During the year, the Committee had met on 12.06.2023
Vigil mechanism
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil
mechanism for Directors and employees to report genuine concerns has been established. To
strengthen its policy of corporate transparency, the Company has established an innovative and
empowering mechanism for employees. Employees can report to the management their
concerns about unethical behavior, actual or suspected fraud or violation of the Company's code
of conduct or ethics policy.
Paragon Finance Limited, being a Listed Company has established a Vigil (Whistle Blower)
Mechanism and formulated a Policy in order to provide a framework for responsible and secure
whistle blowing/vigil mechanism. The Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations and in order to maintain these
standards, the Company encourages its employees who have concerns about suspected
misconduct to come forward and express these concerns without fear of punishment or unfair
treatment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provision of section 134 (3) (c) of the Companies Act, 2013 the Directors give
hereunder the Directors' Responsibility Statement relating to the Accounts of the Company:
(1) In the preparation of the Annual Accounts, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures;
(2) 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 at March 31, 2024 and of the Profit and Loss
of the Company for the said period;
(3) The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;
(4) The Directors had prepared the annual accounts on a going concern basis; and
(5) The Directors had laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Anshul Goenka was appointed on the Board as an Independent Director who was approved
by the members at the Annual General meeting held on 29.09.2023.
In Compliance with clause 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, brief resume, expertise and other details of the Independent Director
proposed to be appointed were attached to the Notice of the ensuing Annual General Meeting.
Pursuant to approval of shareholders at the Annual General Meeting held on 27.09.2023, Mr.
Sanjay Kumar Gupta was appointed as the Chairperson of the Board and Mr. Aloke Kumar Gupta
became the Executive Director of the Company.
Mrs. Anny Jain was re-appointed as an Independent Director of the Board till 27.09.2027.
The Current Composition of the Board is an optimum mix of Executive and Non-executive
Directors. Mr. Sanjay Kumar Gupta is the Chairperson and Whole-time Director of the Company.
Mr. Aloke Kumar Gupta is also the Executive Director. There are 3 Non-executive Independent
Directors -
1. Mrs. Anny Jain
2. Mrs. Parul Surana
3. Mr. Anshul Goenka
Mr. Sanjay Kumar Gupta is the Company Secretary and Mr. Aloke Kumar Gupta is the Chief
Financial Officer of the Company.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act, the Company has developed and implemented the Risk
Management Policy and the Audit Committee of the Board reviews the same periodically.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to
business objectives. Major risks identified by the business and functions are systematically
addressed through mitigating actions on a continuous basis. They are discussed at the meetings
of the board of Directors of the Company.
The Company's internal control systems are commensurate with the nature of its business and
the size and complexity of its operations. These are routinely tested and certified by statutory as
well as Internal Auditors. Significant Audit observations and follow up actions thereon are
reported to the Board. The Board of Directors review adequacy and effectiveness of the
Company's internal control environment and monitors the implementation of audit
recommendations.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director under
section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid
down in section 149(6) of the Companies Act, 2013 and Clauses of SEBI (LODR) regulations,
2015.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and Independent Directors to
maintain the independence of the board, and separate its functions of governance and
management. As on 31st March, 2024, the board consists of five members, one of whom is
Chairperson, Executive or Whole time Director and KMP, one of whom is Executive Director and
KMP and three are Independent Directors. The Board periodically evaluates the need for change
in its composition and size.
The policy of the Company on Director's appointment and remuneration, including criteria for
determining qualifications' positive attributes, independence of a Director and other matters
provided under sub-section (3) of section 178 of the Companies Act, 2013 adopted by Board is
annexed to the Board's Report. We affirm the remuneration paid to the Directors is as per the
terms laid out in the nomination and remuneration policy of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or courts or Tribunals which
impact the going concern status and Company's operation in future.
PUBLIC DEPOSITS
The Company has not accepted any public deposits during the year 2023-24 from the
public/shareholders.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements are commensurate
with the size and nature of business of the Company. Details are given in Management Discussion
& Analysis Report.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s. Mandawewala & Co., Chartered Accountants (FRN: 322130E), Kolkata, Statutory Auditors
of the Company, shall hold office till the conclusion of the 41st Annual General Meeting of the
Company to be help in the year 2027.
Further, the report of the Statutory Auditors along with notes forming part of the Company's
accounts as given under Notes (No. 1 - 30) are enclosed to this report. The observations made
in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
INTERNAL AUDITOR
M/s. ASRK & Associates (FRN: 328681E) has been appointed as the Internal Auditor of the
Company.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 34 of the SEBI (LODR) Regulations, 2015, the Cash
Flow Statement for the year 2023-24 is annexed hereto.
PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of loans, guarantees and investments under Section 186 of the Companies Act has been
given in Notes to Accounts.
RELATED PARTY TRANSACTIONS
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 not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with the policy of the Company
on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board may be accessed on the Company's website -
https://www.paragonfinanceltd.com/code.htm
Your Directors draw attention of the members to Note 27 to the financial statement which sets
out related party disclosures.
SECRETARIAL AUDIT
In terms of Section 204 of the Act and Rules made there under, Priti Agarwal (Membership No.
F10877), Practicing Company Secretary has been appointed as Secretarial Auditor of the
Company. The report of the Secretarial Auditors is enclosed as Annexure 1 to this report. The
report is self-explanatory and do not call for any further comments.
LISTING
The Company's shares are listed with BSE having nationwide trading terminal under SEBI (ICDR)
Regulations, 2009. The Listing fees to the Stock Exchanges for the year 2023-24 have been paid.
The address of the said Stock Exchange is as follows:
The Bombay Stock Exchange
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort
Mumbai - 400001.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis has been annexed to this report in terms of Part B of
Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 in
Annexure 2.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details 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 are provided in Annexure 3 to this Report.
Pursuant to rule 5(2) & (3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, there is no such employee meeting the criteria under this rule.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements as set out by The Securities and Exchange
Board of India (SEBI). The report on Corporate Governance as stipulated under the SEBI (LODR)
Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Auditor
confirming compliance with the conditions of Corporate Governance is attached and is forming
the part of the Annual Report.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The Company does not engage in any manufacturing activity so there is no consumption of
energy. The activities of the Company do not involve any technology absorption.
Foreign Exchange Earning and Outgo (In Lakhs)
BOARD EVALUATION
The board of Directors has carried out an annual evaluation of its own performance, Board
committees and individual Directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed under SEBI (LODR) Regulations, 2015 as amended and
Companies Act, 2013.
The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of the criteria such as the Board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee (“NRC”) reviewed the performance of the individual Directors on the basis of the
criteria such as the contribution of the individual Director to the Board and committee meetings
like preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his
role.
ARCHIVAL POLICY
As per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 every listed Company is required to formulate an Archival Policy for the
records which it maintains in Electronic Form. The said policy is available of the Company's
website at https://www.paragonfinanceltd.com/code.htm
ID FAMILARISATION PROGRAMME
Independent Directors have been given adequate Documents and Annual Reports so that they
get an understanding regarding the working of the Company.
The IDs have also met the stakeholders of the Company so as to get a detailed understanding
regarding the Business, which would able them to form an Independent view regarding the
Company.
DEMAT SUSPENSE A/C
There are no shares in demat suspense account or unclaimed suspense account as on 31.03.2024.
CORPORATE SOCIAL RESPONSIBILITY
Your Company does not fall under the compulsory compliance of CSR u/s 135 of the Companies
Act 2013.
DISCLOSURE UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION & REDRESSAL) ACT, 2013
The Company is committed to provide a safe and conducive work environment to its employees.
During the year under review, no case of sexual harassment was reported.
DETAILS OF LITIGATIONS OF THE COMPANY
The details of the suits filed by the Company or filed against the Company which are still pending
to be decided by the Court are disclosed in Note No. 28 of Notes to Account. Please refer the same
for details.
The Company had made an application against a Financial Debtor under the Insolvency and
Bankruptcy Code, 2016 in the year 2019 under Case No. 1685/2019 which is under
consideration by the Hon'ble Division Bench of NCLT, Calcutta.
ACKNOWLEDGEMENT
The Board of Directors would like to place on record their grateful appreciation of the
cooperation and assistance received from the Company's customers, shareholders, employees,
brokers, dealers, banks, financial institutions and all others associated with the Company.
Your Directors also thank the Central and State Governments, and other statutory authorities for
their continuous support.
On behalf of the Board of Director Sd/-
Place: Kolkata Sanjay Kumar Gupta
Date: 27.08.2024 Whole-time Director
DIN-00213467
| 