Works : Unit 1:
SP 30A Khushkhera Industrial Area,
Distt. Alwar, Rajasthan, India
: Unit 2:
Plot No. 37, Industrial Estate, Dharuhera, Haryana, India
1. Notice ............................................................................................................................................................................... 1
- CEO Certificate
- Auditors' Certificate
12. Balance Sheet Abstract and Company's General Business Profile ............................................................................. 55
15. General Profile, Reports, Financials of Subsidiary Company Paramount Holdings Ltd., Cyprus ............................... 80
Notice
Notice is hereby given that the 14th Annual General Meeting of the members of the company will be held at SHAH
AUDITORIUM, SHREE DELHI GUJRATI SAMAJ MARG, NEAR INTERSTATE BUS TERMINAL, DELHI-110054,
India on Wednesday, the September 17, 2008 At 11:30 A.M. to transact the following business:
ORDINARY BUSINESS
1 To consider and adopt the Balance Sheet as on March 31, 2008 and Profit and Loss Account of the company for the year
ended March 31, 2008 and the reports of the Board of Directors and Auditors thereon.
2 To declare dividend on equity shares for the year ended March 31, 2008.
3 To appoint a Director in place of Mr. S.P.S.Dangi, who retires by rotation and being eligible, offers himself for re-appointment.
4 To appoint a Director in place of Mr. Satya Pal, who retires by rotation and being eligible, offers himself for re-appointment.
5 To appoint Statutory Auditors who shall hold office from the conclusion of this Annual General Meeting until the conclusion
of the next Annual General meeting, fix their remuneration and in this regard to consider and, if thought fit, to pass with or
without modification(s) the following resolution as an Ordinary Resolution.
"RESOLVED THAT M/S JAGDISH CHAND & CO., Chartered Accountants, be and are hereby reappointed
as the Statutory Auditors of the company to hold office from the conclusion of this Annual General Meeting until the
conclusion of the next Annual General Meeting of the company on such remuneration as shall be fixed by the Board of
Directors of the company, based on the recommendations of the Audit Committee."
Notes :
1 THE MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND
VOTE INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY IN
ORDER TO BE EFFECTIVE SHOULD BE DULY STAMPED, COMPLETED AND SIGNED AND MUST BE DEPOSITED AT THE
REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FOR HOLDING THE AFORESAID
MEETING. PROXY FORM IS ATTACHED HEREWITH.
2 The Register of Beneficial Owners, Register of Members and Transfer Book of the company shall remain closed from
Saturday, 13th September, 2008 to Wednesday, 17th September, 2008 (both days inclusive).
3 The dividend, if any declared, shall be payable to those shareholders whose name(s) stand registered:
(a) As a beneficial owner as at the end of business on 12th September, 2008 as per the list to be furnished by National
Securities Depository Limited and Central Depository Services (India) Ltd. in respect of the shares held in electronic
form, and
(b) As member in the Register of Members of the Company/Registrar and Share Transfer Agent after giving effect to valid
share transfers in physical form lodged with the company as at the end of business on 12th September, 2008.
4 Members/proxies should bring the attendance slip duly filled in for attending the meeting.
5 Members who hold shares in dematerialised form are requested to bring their Client ID and DP ID numbers for easy
identification for attendance at the meeting.
6 Members are requested to note that all correspondence relating to share transfer should be addressed to our Registrars
and Transfer Agents, M/s Intime Spectrum Registry Ltd., A-40, 2nd Floor, Naraina Industrial Area, Phase-II, New Delhi-110
028 India.
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7 Shareholders are requested to bring their copy of Annual Report at the meeting.
8 Pursuant to Section 205A of the Companies Act, 1956 read with the Investors Education and Protection Fund (Awareness
and Protection of Investors) Rules, 2001, all unclaimed/ unpaid dividend up to the financial year ended 31st March, 2000
has been transferred to the Investor Education and Protection Fund set up by the Central Government and no claim can be
admitted in respect of this fund. Members are therefore requested to encash their dividend warrants immediately for
subsequent financial years. Members are requested to write to the company and/or share transfer agents, if their dividend
warrant is pending to be paid so that fresh warrants/demand drafts could be issued by the company.
9 At the ensuing Annual General Meeting, Mr. S. P. S. Dangi and Mr. Satya Pal, retire by rotation and being eligible offer
themselves for reappointment. The information or details pertaining to these directors to be provided in terms of clause 49
of the listing agreement with the Stock Exchanges are annexed herewith.
Annexure To Notice
Detail of Directors seeking re-appointment at the ensuing Annual General Meeting to be held on 17th September, 2008
pursuant to the requirement of Clause 49 of the Listing Agreement.
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Directors’ Report
Your directors have pleasure in presenting the 14th Annual Report and audited accounts of the company for the year ended
31 st March, 2008.
1. FINANCIAL RESULTS
The company has completed its 2 nd phase of expansion project which commenced commercial production in
February, 2008. After completion of 2nd phase expansion the installed capacity for power cables has increased to
58500 KMs per annum which includes all types of electric cables viz, LT/HT Power Cables, Control Cables,
Instrumentation Cables, Thermocouple Cables, Railway Signalling Cables etc.
The company has been able to achieve expansion in all its major market segments showing growth of more than
40% in turnover including other income. The profitability of the company is also above the industry average in spite
of competitive pricing in its products and high volatility in the raw material prices during the year under review. During
the year there was a revival in the demand for Jelly Filled Telephone Cables, which was easily met by utilizing the
swing capability of the company.
The company’s export business has increased from Rs. 82.68 Mn to Rs. 431.71 Mn during the year showing excellent
growth. Company can now target further growth in export business catering to a wide export market through its
wholly owned subsidiary AEI Cables Limited, United Kingdom. AEI Cable arguably one of the oldest Cable
manufacturer in the world, has an excellent world-wide track record. Your company has kept a target of 100% growth
in export business in the next financial year.
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Your company has already acquired 25 acres of land opposite to the existing plant of the company located in the
Khushkhera Industrial Area, Rajasthan. This industrial land has been acquired for setting up of 3rd phase of expansion
project for additional capacities of 35000 KMs per annum of LT Power cables and 2500 KMs per annum of HT Power
cables. The said project is expected to be operational by the mid of the next financial year.
AEI supplies cables to the defence, rail, power, construction and mining sectors. These specialized cables are
manufactured with the proprietary know how of AEI, developed over the last 170 years of pioneering cable
manufacturing experience. AEI has world class research and development facilities which positions AEI to meet the
ever changing demands of customers for these specialized cables.
• Inducted Paramount amongst the largest listed Indian companies in the cable industry.
• Significantly strengthened its product range for infrastructure segments such as Railways, Mining, Power and
Defence in India and the UK.
• Enabled faster expansion in international markets such as Far East, Middle East and Africa, where the AEI
brand is well established.
• Given access to cutting edge technical knowhow.
4. DIVIDEND
The Directors are pleased to recommend dividend of 20% (i.e. Rs. 0.40 per equity share) on equity capital for the
financial year ended 31st March, 2008. If approved, dividend payout will be Rs. 33.80 Mn and dividend distribution
tax will be Rs. 5.75 Mn.
5. FUTURE OUTLOOK
It is expected that the development in the infrastructure and industrial sector will continue to grow in India for next
decade. The Indian Railways also have substantial plans to modernize, replace and augment its network and services.
In view of the anticipated investment in infrastructure, power, railways and industrial sectors, the demand for the
company’s products is expected to grow in the years to come. Moreover, after having access to the marketing network
of AEI Cables Ltd and having wider range of products to offer, both AEI and Paramount are expected to perform
better.
6. DIRECTORS
In terms of the relevant provisions of the Articles of Association of the company, Mr. S.P.S. Dangi and Mr. Satya Pal
retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.
Brief resume of the directors proposed to be reappointed, the nature of their expertise in specific functional areas,
names of the companies in which they hold directorships and memberships/chairmanships of Board Committees,
shareholding and relationships between directors inter-se, as stipulated under clause 49 of the Listing Agreement
with the stock Exchanges are provided in the report on corporate governance.
4
ii)that the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit or loss of the company for the year under review;
iii)that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv)that the directors had prepared the accounts for the financial year ended 31st March, 2008 on a ‘going concern’
basis.
8. AUDITORS
M/s Jagdish Chand and Co., Chartered Accountants, New Delhi, the statutory auditors of the company retire at the
ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The audit committee had
recommended their re-appointment. The retiring auditors have given a certificate to the effect that their appointment,
if made, will be within the prescribed limit specified in Section 224 (IB) of the Companies Act, 1956.
M/s Aseem Jain & Associates, Cost Accountants, have been re-appointed as Cost Auditors for conducting Cost
Audit subject to the approval of Central Government.
9. SUBSIDIARIES
Paramount Gulf FZE, UAE ceased to be subsidiary of the company w.e.f 31st December, 2007 upon its winding up
with the Ajman Free Zone Authority, UAE.
Paramount Holdings Limited, Cyprus and AEI Cables Limited, United Kingdom became subsidiaries of the company
during the year.
The 1st financial year of the Paramount Holdings Limited ended on 31st March, 2008 and the audited financials of
this company are attached herewith. The 1st financial year of AEI Cables Ltd. will end on 31st August, 2008 and
hence the audited financials of the same have not been attached.
The consolidated financial statements for the year ended 31st March, 2008 include audited financial results of
Paramount Holdings Limited, Cyprus and unaudited financial results of AEI Cables Limited, United Kingdom for the
period ended 31st March, 2008.
Particulars relating to subsidiary companies, as required under Section 212 of the Companies Act, 1956 are annexed
herewith.
13. INSURANCE
All the insurable interests of the company including inventories, buildings, plant & machinery and liabilities under
legislative enactments are adequately insured.
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14. FIXED DEPOSITS
There are no fixed deposits from public, outstanding as on 31st March, 2008.
17. ACKNOWLEDGEMENT
Your directors place on the record their appreciation of the assistance and support extended by all our valued
customers, government authorities, financial institutions, banks and shareholders of the company. Your directors
also express their appreciation for the services rendered by the employees of the company.
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Annexure I To The Director’s Report
1 CONSERVATION OF ENERGY
All necessary care has been taken to minimize energy costs. Required capacitors and other control equipment are
duly installed to achieve the optimum power factor.
2 TECHNOLOGY ABSORPTION
ii) Company has been continuously upgrading and adding R&D equipment from time to time in tune with
the latest trends in cable technology.
B TECHNOLOGY ABSORPTION
Your company, with its long experience in the cable industry, has been a leader in cable technology. Company
has gained confidence in the quality of its products by being able to successfully compete with the world
majors in the international market.
Your company has ISO 9001:2000 and ISO 14001 certifications for both of its Khushkhera and Dharuhera plants.
3
A FOREIGN EXCHANGE EARNINGS
The company has made all its efforts to achieve continuous export business. With the sound reputation that is
gradually being built in the international markets, company hopes to improve the export business regularly in
the coming years.
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Statement under Section 212 of The Companies Act,
1956 relating to Subsidiary Company
1. Name of the Subsidiary Company : M/s Paramount Holdings Limited
3. a) Number of shares held by M/s Paramount : 3600 ordinary shares of CYP 1 each
Communications Ltd. in the subsidiary (Equivalent to Rs. 248,223,001/-)
company at the end of the financial
year of the subsidiary company.
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Statement under Section 212 of The Companies Act,
1956 relating to Subsidiary Company
1. Name of the Subsidiary Company : M/s AEI Cables Limited
(through its Wholly Owned Subsidiary
Paramount Holdings Limited)
3. a) Number of shares held by M/s Paramount Holdings : 20,000 ordinary shares of £ 1 each and
Ltd, Cyprus in the subsidiary company at the end 2,995,000 Preference Shares of £ 1 each
of the financial year of the subsidiary company. : (Equivalent to Rs. 282,277,971/-)
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Report On Corporate Governance
In compliance with the clause 49 of the Listing Agreement with the Stock Exchanges the company hereby submits the report on
the matters mentioned in the said clauses and practice followed by the company:
To ensure the high standards of corporate governance, the company has appropriate systems which includes:
Company feels that the code of corporate governance is an excellent tool to secure the corporate excellence in the
country. The company has fully complied with the code of corporate governance as required under the Listing Agreement
with the Stock Exchanges.
2. BOARD OF DIRECTORS
The Board of Directors of the company has an optimum combination of executive and non-executive directors where
more than 50 percent of Board comprises of non- executive independent directors. The Board of Directors of the company
consists of 5 (five) directors out of which 3 (three) are non-executive and independent director(s) and two executive
directors including Chairman & CEO and the Managing Director of the company. The independent & non-executive
director(s) do not have any material pecuniary relationship or transactions with the company or its executive directors,
promoters or management which may affect their judgments in any manner. The constitution of the Board confirms
compliance of corporate governance norms as provided in clause 49 of the Listing Agreement. Mr. Sanjay Aggarwal,
Chairman & CEO and Mr. Sandeep Aggarwal, Managing Director of the company being brothers are related to each
other. The Board meets at least once in a quarter to consider amongst other matters, the quarterly un-audited financial
results of the company.
The Board consists of eminent persons with considerable professional expertise and experience in Cable Industry, Finance,
Capital Markets and the allied fields.
A brief resume and the profile of directors retiring by rotation and eligible for re-appointment at the ensuing Annual
General Meeting of the company are annexed with the notice for the Annual General Meeting.
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COMPOSITION OF BOARD OF DIRECTORS AND CATEGORY OF MEMBERS OF
THE BOARD
Attendance of each director at the Board Meetings, last Annual General Meeting held on 17th September, 2007 and
number of other directorship and chairmanship/membership of committee of each director in various companies is given
herein below:
All directors of the company are not the members in more than 10 committees or acting as chairman in more than 5
committees across all companies in which they are director.
Code of Conduct
The Board of Directors of the company has laid down a code of conduct for all Board members and senior management
of the company. The code of conduct has been posted on the website of the company at www.paramountcables.com.
All the directors & senior management have affirmed compliance with this code for the year ended 31st March, 2008. A
declaration of compliance of this code signed by the Chairman & CEO is annexed as Annexure to this report.
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3 AUDIT COMMITTEE
Qualified and Independent Audit Committee
The Board of Directors has constituted an Audit Committee, comprising of three independent non executive directors
namely Mr. S.P.S Dangi, Chairman of the committee, Mr. Satya pal and Mr. Vijay Bhushan. All the members of the audit
committee are financially literate. Mr. S. P. S. Dangi - Chairman of the committee is a well known Finance & Management
Consultant. He is a fellow member of the Institute of Cost & Works Accountants of India and holds an expertise in
accounting & finance matters. Mr. Ratan Aggarwal, Vice President (Finance) & Company Secretary of the company acts
as the Secretary of the committee. The Audit Committee is constituted in compliance of the requirements of Section 292A
of the Companies Act, 1956. Mr. S. P. S. Dangi-Chairman of the Audit Committee was present at the last Annual General
Meeting of the company held on 17th September, 2007.
The attendance of the members at the Audit Committee Meetings held during the financial year under reporting are as
under:-
The proper quorum was present in all the Audit Committee meetings held during the year.
1. Oversight of the company’s financial reporting process and disclosure of its financial information to ensure that the
financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditors and the fixation of audit fee.
3. Approval of payment to statutory auditors for any other services rendered by them.
4. Reviewing with management the annual financial statements before submission to the Board for approval, with
particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement in the Board’s Report in terms of
clause (2AA) of Section 217 of the Companies Act, 1956.
b. Changes, if any, in accounting policies, practices and the reasons for the same.
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c. Major accounting entries involving estimates based on exercise of judgment by management.
d. Significant adjustments made in the financial statement arising out of audit findings.
e. Compliance with the listing and other legal requirements relating to the financial statements.
f. Disclosure of any related party transactions.
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.
6. Reviewing with the management, performance of statutory and internal auditors and adequacy of internal control
systems.
7. Reviewing the adequacy of internal audit functions, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.
8. Discussion with internal auditors for any significant findings and follow up there on.
9. Review findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or failure of internal control systems of a material nature and reporting the matter to the Board.
10. Discussions with external auditors before the audit commences, nature and scope of audit as well as have post audit
discussions to ascertain any area of concern.
11. To look into reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non payment of declared dividends) and creditors.
12. To review the functioning of the Whistle Blower mechanism, in case the same exists.
13. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
4. REMUNERATION COMMITTEE
The Board of Directors of the company has constituted a Remuneration Committee, comprising of 3 (three) independent
non-executive directors viz. Mr. Satya Pal-Chairman of the committee, Mr. S.P.S. Dangi and Mr. Vijay Bhushan. The meeting
of the Remuneration Committee is held as and when required to review/revise or modify the remuneration policy and the
remuneration of the whole-time directors. Mr. Ratan Aggarwal, Vice President (Finance) & Company Secretary of the
company acts as the Secretary of the committee.
The present remuneration policy is in consonance with the existing industry practice. The remuneration committee meeting
was held on 30th January, 2008 during the year ended 31st March, 2008. All the members of the Committee were present
at the meeting.
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The company has entered into a service contract with Mr. Sanjay Aggarwal, Chairman & CEO and Mr. Sandeep Aggarwal,
Managing Director of the company for a period of Five years w. e. f. 01.11.2004, the same has been approved by the
members of the company in the 10th Annual General Meeting held on 20.09.2004. As per the service contract with them,
they are individually entitled to a remuneration not exceeding 5% of the net profits of the company.
The current remuneration structure of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal is given herein below:
Entitlements
Name of the Director Salary per month Total perquisites Total Commission
In Rs. in Rs. In Rs.
(A) (B) (C)
Mr. Sanjay Aggarwal 500,000/- Up to a Max. of Rs. 5 5% of the net profits less
Lacs per annum remuneration payable under
(A) & (B)
Mr. Sandeep Aggarwal 500,000/- Up to a Max. of Rs. 5 5% of the net profits less
Lacs per annum remuneration payable
under (A) & (B).
Details of sitting fee paid to the directors for attending the Board and Committee meetings for the year ended 31st March,
2008 are as follows:
Mr. Vijay Bhushan-Non executive and independent director has been appointed as the Chairman of the committee. The
committee, inter alia, approves issue of duplicate share certificates, look into and redress shareholders’ complaints like
non receipt of annual report/ balance sheet, non receipt of declared dividends, etc. The committee oversees and reviews
all matters connected with the delay in transfer of securities. The committee oversees the performance of the Registrar
and Share Transfer Agents and recommends measures for overall improvement in the quality of investor services. The
Board has delegated the power of approving transfer of shares to the Share Transfer Committee comprising of Mr. Sanjay
Aggarwal- Chairman and CEO and Mr. Sandeep Aggarwal- Managing Director. Shareholders and Investors Grievance
Committee of the company meets as and when necessary and/or to review the transfer effected by the Share Transfer
Committee of the company. The Board has designated Mr. Ratan Aggarwal, Vice President (Finance) & Company Secretary
of the company as the Compliance Officer.
The Shareholders and Investors Grievance Committee met once on 23rd June, 2007 during the year under reporting.
Total number of complaints/requests received and replied to the satisfaction of the shareholders during the year under
review was 42. The company received 19 requests for issue of duplicate share certificates, 06 complaints for non receipt
of share certificates after transfer/transmission, 08 for non receipt of sub divided share certificates, 02 complaints for non
receipt of dividend and 07 others. There were no outstanding complaints as on 31.03.2008.
The company has designated an e-mail id investors@paramountcables.com, exclusively for the purpose of receiving
investor's queries and complaints so that they can be attended promptly.
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6. GENERAL BODY MEETINGS
Locations and time for the last 3 (three) Annual General Meetings held during the year under reporting were:
Postal Ballots
No postal ballots were used for the voting at these meetings in respect of the resolutions passed thereat.
7. Disclosures
(i) Disclosures on materially significant related party transactions i.e. transactions of the
company of material nature, with its promoters, the directors or the management,
subsidiary or the relatives of the directors etc. that may have potential conflict with the
interest of the company at large.
There is no materially significant related party transactions with the company’s subsidiaries, Associates, promoters,
directors, management or their relatives which may have a potential conflict with the interests of the company.
Members may refer to the disclosures of transactions with the related parties as given under “Annexure-1” to the
notes to accounts.
(ii) Details of non-compliance by the company, penalties and strictures imposed on the
company by Stock Exchanges or SEBI, or any other statutory authority, on any matter
related to the capital markets during the last three years.
The company has fully complied with the requirements of the regulatory authorities on capital markets. There have
been no instances of non-compliance by the company of any matters whatsoever relating to the requirements as
stipulated by the regulatory authorities on capital markets or are for the time being in force. No penalty or strictures
have been imposed on the company by the stock exchanges, SEBI or any other statutory authority.
(iii) Whistle Blower policy and affirmation that no personnel have been denied access to the
audit committee.
No personnel of the company had approached the audit committee during the year under reporting, however the
company has never denied access to any personnel to approach audit committee. However the company has not
approved any specific policy in this regard.
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(vi) Subsidiary Companies
The company does not have any Indian subsidiary company however, the company has two wholly owned
subsidiaries located outside India as per the details given herein below:
(1) AEI Cables Limited, incorporated under the laws of England and Wales and having its manufacturing
facility situated at Birtley, Co. Durham, United Kingdom.
(2) Paramount Holdings Limited incorporated under the laws of Cyprus.
Paramount Gulf FZE-a wholly owned subsidiary of the company located in Ajman Free Zone, U.A.E had applied
to the Ajman Free Zone Authority to cancel its trading licence, in order to wound up its operations. The said
application has been accepted by the Authority and accordingly Paramount Gulf FZE has wound up its operation
and cease to exist w.e.f. 31-12-2007.
(i) They have reviewed the financial statements and the cash flow statement for the year ended 31st March,
2008 and the same does not contain any materially untrue statement or omit any material fact or contain
any misleading statement.
(ii) The financial statements present a true and fair view of the company’s affairs and are in compliance with
the existing accounting standards, applicable laws and regulations and no transactions entered into by
the company during the year were fraudulent, illegal or are in violation of the company’s code of conduct.
(iii) They accept the responsibility for establishing and maintaining internal controls and their effectiveness,
and they have disclosed the deficiencies, if any in the design and operation of internal controls, significant
changes in the accounting policies or in the internal control or the instances of significant fraud, if any of
which they are aware, to the auditors and the audit committee and the steps they have taken to rectify
those deficiencies.
(ix) Number of shares and convertible instruments held by the Non-Executive Directors
*Mr. Vijay Bhushan holds shares alongwith Ms. Nisha Ahuja on behalf of M/s Bharat Bhushan & Company, a
share broking firm, in the capacity of partner in the said firm.
8. MEANS OF COMMUNICATION
The annual report of the company is sent to all the shareholders at their registered addresses.
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9. GENERAL SHAREHOLDERS INFORMATION
9.1 Annual General Meeting
9.5 The Equity Shares of the Company are Listed at the following Stock Exchanges:
i. The Bombay Stock Exchange Limited, Mumbai
ii. The National Stock Exchange of India Limited, Mumbai
iii. The Calcutta Stock Exchange Association Ltd., Kolkata*
The Global Depository Receipts and the Foreign Currency Convertible Bonds issued by the company in the international
market are listed at Luxembourg Stock Exchange, Luxembourg.
*The company has submitted application for voluntary de-listing of equity shares to The Calcutta Stock Exchange Assn.
Ltd., Kolkata which is pending disposal.
The equity shares of the company have been delisted from the Delhi Stock Exchange Association Ltd. (DSE) w.e.f.
27th March, 2008 pursuant to an application made by the company for voluntary delisting in accordance with SEBI
(Delisting of Securities) Guidelines, 2003.
The company has already paid the Annual Listing Fees for the year 2008-09 to BSE and NSE.
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9.7 Stock Market Data
* Spread (Rs.)
Month Open High Low Close No. of No. of Net T/O H-L C-O
(Rs.) (Rs.) (Rs.) (Rs.) Share Trades (Rs.)
Apr. 2007 27.70 32.70 24.25 29.20 9861643 42094 286,849,878.00 8.45 1.50
May 2007 29.20 36.40 28.40 33.85 9489945 37929 308,752,539.00 8.00 4.65
Jun. 2007 34.10 37.25 29.85 30.10 5546891 24630 188,398,710.00 7.40 -4.00
Jul. 2007 30.75 40.65 27.40 29.90 13987585 47919 495,664,832.00 13.25 0.85
Aug. 2007 29.60 30.60 24.80 28.45 10996143 33879 303,583,706.00 5.80 -1.15
Sept. 2007 29.25 37.00 28.25 32.70 22694495 82293 750,271,092.00 8.75 3.45
Oct. 2007 33.25 33.75 26.40 27.70 8113786 32929 246,885,551.00 7.35 -5.55
Nov. 2007 28.30 36.25 25.90 30.80 8272656 31141 254,753,869.00 10.35 2.50
Dec. 2007 31.80 46.35 31.00 44.60 27981886 101731 1,092,968,068.00 15.35 12.80
Jan. 2008 42.50 63.00 32.65 32.85 36906078 127011 1,948,121,076.00 30.35 -9.65
Feb. 2008 32.20 36.50 26.80 33.95 3304284 13836 109,433,642.00 9.70 1.75
Mar. 2008 32.35 33.40 23.50 25.30 4781214 13335 130,753,088.00 9.90 -7.05
9.8 Performance of equity share in comparison with BSE SENSEX during the Financial Year 2007-
08.
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NSE Scrip Code: PARACABLES
For the period: April, 2007-March, 2008
Performance of equity share in comparison with NSE NIFTY during the Financial Year
2007-08.
9.9 Registrar and Share Transfer Agent : M/s In-Time Spectrum Registry Ltd.
A-40, IInd Floor, Naraina Industrial
Area, Phase-II, Naraina, New Delhi- 110028, India
Phone(s) +91-11-4141 0592, 93, 94
Fax: +91-11-4141 0591
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9.10 Share Transfer System:
The company has sound share transfer process, for the purpose of making share transfer process smooth and speedy;
company has appointed M/s In-Time Spectrum Registry Ltd., as its share transfer agents. After Share Transfer Agents
complete its formalities of transfer/transmission, approval of transfer of shares in the physical form is done by the Share
Transfer Committee of the company.
Share Transfer Committee is constituted by the company specifically for the above purpose, which meets periodically to
approve share transfer/transmission etc. As the company’s shares are traded in dematerialized form, transfers are
processed and approved in the electronic form by NSDL/CDSL through their depository participants. The company
obtains a half yearly certificate of compliance from a practicing Company Secretary regarding the adherence to the
timely transfer of shares as provided in clause 47 (c) of the Listing Agreement and files a copy of the same with the stock
exchanges.
During the financial year 2007-2008, the Share Transfer Committee of the company met 21 times and 57 transfers were
approved thereat for transfer of 39,116 equity shares. The Committee also approved 5 transmissions for 6,000 equity
shares of the company.
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9.12 Dematerialization of Shares
At the end of the year 2007-08 around 94.35% of the equity shares of the company were held in dematerialized form.
The Secretarial Audit Report from practicing Company Secretary confirming that the total issued capital of the company
is in aggregate with the total number of equity shares in physical form and the total number of dematerialized equity
shares held with NSDL and CDSL, is placed before the Board on a quarterly basis. A copy of the Audit Report is
periodically submitted to the stock exchanges where the equity shares of the company are listed.
Liquidity:
The shares of your company are actively traded at The Bombay Stock Exchange Limited, Mumbai (BSE) and National
Stock Exchange of India Ltd. (NSE) and thus considered as a liquid security.
Plant Locations:
1. SP-30A, Khushkhera Industrial Area, Distt. Alwar, Rajasthan, India
2. Plot No. 37, Industrial Area, Dharuhera, Haryana, India
Registered Office:
C-125, Naraina Industrial Area, Phase-1, Naraina, New Delhi-110 028, India
(ii) Any query on Annual Report may be addressed to the Secretarial Deptt. of the company at
the following address or to the Registars of the company:
Secretarial Deptt.
Paramount Communications Ltd.
C-125, Naraina Indl. Area, Phase-1,
Naraina, New Delhi – 110 028, India
E-mail Id for Investors Grievances : investors@paramountcables.com
Name of the Compliance Officer : Ratan Aggarwal
Vice President (Finance)
& Company Secretary
21
Annexure To Report On Corporate Governance
CEO Certificate
The Members
Paramount Communications Limited
I hereby confirm that all the Board Members and senior management personnel of the company have affirmed compliance with
the company's code of conduct during the financial year ended 31st March, 2008
(Sanjay Aggarwal)
Date : 30th July, 2008 Chairman & CEO
Place : New Delhi
Auditors Certificate
The Members,
Paramount Communications Limited
We have examined the compliance of conditions of corporate governance by Paramount Communications Limited for the
year ended on 31st March, 2008 as stipulated in clause 49 of the Listing Agreement of the said company with the stock
exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited
to the procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions of
corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the company.
In our opinion and to the best of our information and according to the explanations given to us, and based on the representations
made by the Directors and the Management, we certify that the company has complied with the conditions of corporate
governance as stipulated in the abovementioned Listing Agreement.
As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we state that no investor grievance
is pending for a period exceeding one month against the company as per the records maintained by the Shareholders and
Investors’ Grievance Committee.
We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the company.
22
Management Discussion And Analysis
OVERALL REVIEW
The world has witnessed drastic ups and downs in the economic fortunes of various nations, while the economies of the west
were facing a slow down, the economies of the developing nations have become stronger with the impressive growth momentum
and rapid industrialization. The year 2007-2008 was historic for the Indian businessmen as there were record takeovers of
iconic international companies by Indian corporates across the globe. The Indian entrepreneurs have proved their potential to
achieve global leadership.
Your company has created history in the cables industry by acquiring arguably the oldest and one of the most reputed and
respected brands in the global cables industry-AEI Cables Ltd., having its state of art manufacturing facility at Birtley, United
Kingdom. AEI Cables Ltd., established by WT Henley in the year 1837 has number of successful historic projects to its credit.
It is apparent from the current global economic scenario that the development and growth in the developing nations will
continue to be robust. The strong fundamentals of the Indian economy are indicated by higher production levels, liberalized
Government policies, availability of highly trained and skilled work force, world class education facilities, excellent opportunities
for employment and increased per capita income which encourages increased level of savings and investment which in turn
also add the fuel to the growth.
In order to maintain the economic growth rate in India, substantial investments in infrastructure, industrial expansions and
new projects are expected to continue for next decades too, which is expected to drive further demand for power, control and
instrumentation cables.
Paramount Communications Limited (Paramount) is amongst the most reputed and largest manufacturers of diverse types of
high performance cables in India. Paramount is a uniquely positioned company, which provides complete cabling solutions
to almost all sectors of the economy – Power, Telecom & IT, Railways, Petrochemicals and Industrial Sector.
Your company has already initiated substantial expansion for increasing the capacities to manufacture LT and HT power
cables in light of the anticipated growth in demand for these cables. The 2nd phase of expansion plan of the company has
commenced commercial production in the fourth quarter of the financial year 2007-08 which has created an additional
annual capacity of 30000 KMs LT power cables and 2000 KMs HT power cables in the existing plant of the company located
at Khushkhera Indl Area, Distt Alwar, Rajasthan.
The company has already acquired 25 acres of land opposite to the existing plant of the company located in the Khushkhera
Industrial Area, Rajasthan. This industrial plot has been acquired for setting up of the proposed 3rd phase of expansion
project for additional capacities of 35000 KMs per annum of LT power cables and 2500 KMs per annum of HT power cables.
The said project is expected to become operational by middle of financial year 2009-10.
During the year under review, the prices of main inputs including metals remained highly volatile, which affected the profitability
of cable manufacturers to a great extent. The profitability of the company is however above the industry average in spite of
competitive pricing of products and high volatility in the raw material prices during the year under review. Your company
undertook various control measures to minimize risk and secure profitability. The management took proactive steps to cover
its raw material supplies at lowest cost.
23
• Enabled faster expansion in international markets such as Far East, Middle East and Africa, where the AEI brand is
well established.
• Given access to cutting edge technical knowhow.
Future Outlook
Power Sector
With the rapid growth in industrial and infrastructure sectors, the demand for power is growing significantly, it is estimated
that a demand for power will rise to 315000-335000 MW by the year 2017. The Government is giving its due attention to build
power infrastructure to meet the challenges posed by the industrial growth and infrastructural development taking place in
India, besides its project for rural electrification etc. Over 78577 MW of new generation capacity is proposed to be added by
2012, which require approximately INR 9 trillion ($200bn). These power projects will give rise to substantial demand for power
cables.
24
Railways Cables
The Annual Plan of Rs 375000 Mn for 2008-2009 is the largest so far in the history of Indian Railways representing an increase
of 21% over the previous year’s plan. Of this outlay, Traffic Facilities (9840 Mn), Doubling (25000 Mn), New Lines (17300 Mn),
Track Renewal (36000 Mn) Gauge Conversion (24890 Mn), Electrification (6260 Mn), Passenger Amenities (8520 Mn) and
Signalling & Telecom (15200 Mn) works comprise the major constituents. In addition, an amount of Rs. 15350 Mn has been
allocated to Rail Vikas Nigam Limited.
The above mentioned planned works will require a substantial part of the plan outlay to be spent on the purchase of railway
signalling, power & optical fibre cables. It is estimated that Railways will be required to spend close to Rs. 9000 Mn in the
year 2008-09 for procurement of various types of cables for completing these planned works.”
Telecom Sector
The telecom sector continued to register significant growth during the year and has emerged as one of the key sector
responsible for India’s resurgent economic growth. With more than 270 million mobile connections, India’s telecommunication
network is second largest in the world. This has been possible due to the supportive Government policies coupled with
private sector initiatives. Tele-density has also increased from 12.7 per cent in March 2006 to 23.9 per cent in December
2007. Rural tele-density has increased to 7.9 per cent at the end of November 2007. In addition to this, growing cellular
infrastructure requires different types of cables including Optical Fibre Cables. Telecom cables will continue to be required by
BSNL/MTNL for rural fixed line connections and/or replacement of existing JFTC Cables.
In view of the anticipated investments in infrastructure, power, railways and industrial sector, it is expected that the demand
for the company’s products will continue to be robust. Capacity expansion for LT and HT power cables will further add to the
turnover in the future years. It is expected that the turnover of the company and its profitability will increase substantially
during the next financial year if the development taking place in the infrastructure, power and industrial sector continues to
grow at the expected pace.
Exports
The company’s export business has increased from Rs. 82.68 Mn to Rs. 431.71 Mn during the year showing excellent growth.
Company can now target further growth in export business catering to world-wide export markets through its wholly owned
subsidiary AEI Cables Limited, United Kingdom. AEI has a long presence supplying various types of cables globally with
excellent track record. The company targets 100% growth in export business in the next financial year.
Financial Performance
The company achieved sales turnover of Rs. 5020.03 Mn for the year ended 31st March, 2008 as compared to Rs. 3598.57
Mn during the previous year. The sales turnover of the company has increased by more than 39% over the previous year. The
company has achieved a net profit of Rs. 327.70 Mn as compared to Rs. 375.86 Mn for the previous year 2006-07.
The company has achieved consolidated turnover of Rs. 7452.37 Mn and net profit of Rs. 635.32 Mn for the year ended 31st
March, 2008 as compared to Rs. 3598.57 Mn and Rs. 375.38 Mn respectively during the previous year showing a growth of
107% in turnover and 69% in net profit.
Total financial charges during the year have increased from Rs. 106.24 Mn to Rs.190.04 Mn, which is 3.78% of the turnover of
the year as compared to 2.95% in the previous year. The increase is mainly because of interest paid during the year on
additional funds raised by way of loans from the banks and FCCBs to finance company’s expansion projects and investment
in subsidiary companies. The average cost of funds during the year has also increased substantially.
Borrowing position
Borrowings excluding working capital facilities as at 31st March, 2008 are Rs. 1328 Mn as compared to Rs. 1293.16 Mn
during the previous year. These borrowings include FCCBs Rs. 1080 Mn, sales tax deferment loan Rs. 28.79 Mn, term loans
from banks Rs. 188 Mn, hire purchase finance Rs. 0.97 Mn, inter corporate deposits Rs. 8.92 Mn and directors deposits
Rs. 21.32 Mn. The debt equity ratio of the company as at 31-03-2008 is 1.14:1; as compared to 1.49:1 as at 31-03-2007.
Fixed Assets
Gross Fixed Assets as at 31st March, 2008 are Rs. 1547.64 Mn as compared to Rs. 769.62 Mn as at 31st March, 2007. The
company is under implementation of proposed expansion projects to increase its capacities to manufacture LT & HT power
cables during the year.
25
Inventories
Levels of Inventories as at 31st March, 2008 are Rs. 2114.72 Mn as compared to Rs. 1,260.13 Mn as at 31st March, 2007.
Sundry Debtors
Sundry Debtors as at 31st March, 2008 are Rs. 1483.64 Mn as compared to Rs. 819.87 Mn as at 31st March, 2007. These
debtor are considered good and realizable.
The company has a well-defined organizational structure, well documented policies, guidelines and clearly defined authority
levels.
Risk Management
Business Risk
The state of Indian economy and the development in infrastructure, power and industrial projects and expansions have a
direct bearing on the performance of the company. These sectors are expected to grow and drive the demand for the
company’s products; however an adverse development or slow down in these sectors can have negative impact on the
company’s performance and its financials. The instability in the raw material prices especially of metals like Copper and
Aluminium being used in the manufacture of cables can also have an adverse impact on the performance of the company.
Technology Risk
There is no significant change in the basic technology for the manufacture of cables. Continuous improvements do take
place to improve performance. The company keeps track of the latest trends in the cable industry globally. The company has
an in-built quality assurance system whereby the products are tested at every stage for its quality and technical accuracy.
Management of the company is giving quality assurance and research its highest priority. Continuous improvements in the
existing products and enhancement of product offerings will enable the company to emerge as a reliable, cost competitive
and quality provider of complete cable solutions.
Financial Risk
The company’s investments from time to time are made after due analysis and study. The company has adequate system to
control financial risks. Company has adequate system and control to monitor adequate inventory levels, so as to reduce the
cost of capital and unpredicted fluctuations in the prices of inventory.
Human Resources
Human Resource is the most valuable asset of the company as it is the ultimate key to the success of any organization and
the company gives due importance to maintain cordial employer-employee relations. Company is committed to foster a high
performance environment, which characterizes the organizational climate that delivers the business strategy. The company
has low labour turnover and has adequate system to reward and recognize the employee contribution towards the growth of
the company.
Cautionary Statement
Statements in the Management Discussions and Analysis describing the company’s objectives, projections, estimates,
expectations are “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a difference to the company’s
operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets
in which the company operates, changes in the Government regulations, tax, corporate and other laws and other incidental
factors.
26
Auditors’ Report
To the members of
PARAMOUNT COMMUNICATIONS LIMITED
1. We have audited the attached Balance Sheet of PARAMOUNT COMMUNICATIONS LIMITED as at 31st March,
2008 and also the Profit and Loss Account and the cash flow statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government of India in terms of
Sub-Section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said order.
4. Further to our comments in the Annexure referred to in Paragraph 3 above, we report that:
a) We have obtained all the information and explanations, which to the best our knowledge and belief were necessary
for the purposes of our audit;
b) In our opinion, proper books of account as required by law have been kept by the company so far as appears
from our examination of the books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
d) In our opinion, the Balance Sheet, Profit & Loss Account and the cash flow statement dealt with by this report
comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act,
1956;
e) On the basis of written representations received from the directors and taken on record by the Board of Directors,
we report that none of the directors is disqualified as on 31st March, 2008 from being appointed as a director of
the Company in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;
f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts
read together with the significant accounting policies and notes thereon give the information required by the
Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting
principles generally accepted in India;
i. in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2008;
ii. in the case of the Profit & Loss Account, of the profit for the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flow of the Company for the year ended on that date.
(J.C. GUPTA)
Place : New Delhi PARTNER
Dated : 30th June, 2008 M. No. 6107
27
Annexure To The Auditors’ Report
Annexure referred to in paragraph ‘3’ of the Auditors’ Report to the Members of Paramount
Communications Limited on the accounts for the year ended March 31, 2008
(i) (a) The Company is maintaining proper records to show full particulars, including quantitative details and situation
of fixed assets.
(b) As explained to us, the Company has a programme of physically verifying all its fixed assets over a period of
three years, which in our opinion is reasonable having regard to the size of the Company and the nature of its
fixed assets. In accordance with this programme, some of the fixed assets were physically verified by the
management during the year. The discrepancies noticed on such verification between the physical balances
and the fixed assets records were not material and have been properly dealt with in the books of account.
(c) In our opinion and according to the information and explanations given to us, a substantial part of the fixed
assets has not been disposed off by the Company during the year.
(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the frequency
of verification is reasonable.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the record of inventories, we are of the opinion that, the Company is
maintaining proper records of inventories. The discrepancies noticed on physical verification of inventories as
compared to book records were not material and have been properly dealt with in the books of account
(iii) (a) There is one party covered in the register maintained under Section 301 of the Companies Act, 1956 to which
Company has given deposit as per contractual obligations. The maximum amount involved during the year
was Rs. 15,900,000/- and the year end balance of deposit granted to such party was Rs. 15,900,000/-. (Refer
Note No. 28 of Schedule “V”)
(b) In our opinion, terms and conditions on which deposit has been given to party listed in the register maintained
under Section 301 of Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company. No
interest was charged from this party, since this is deposit against premises taken on rent.
(c) As per stipulation no repayment was due from the party and no interest was charged from this party, since this
was deposit against premises taken on rent. (Refer Note No. 28 of Schedule “V”).
(d) There is no overdue amount of deposit granted to Companies, firm or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956.
(e) The company has taken deposits from one Company and two other parties covered in register maintained
under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was
Rs. 26,614,551/- and the year end balance of deposits taken from such parties was Rs. 21,710,871/-.
(f) In our opinion, the rate of interest and other terms and conditions on which deposits have been taken from
Companies, firms or other parties listed in the register maintained under Section 301 of Companies Act, 1956
are not, prima facie, prejudicial to the interest of the Company.
(g) The Company is regular in repaying the principal amounts as stipulated and also in the payment of interest
where applicable in case of deposits taken from Companies, firms or other parties listed in the register maintained
under Section 301 of the Companies Act, 1956.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control
systems, commensurate with the size of the Company and the nature of its business with regard to the purchase of
inventories, fixed assets and with regard to the sale of goods. There are no sale of services during the year. Further, on
the basis of our examination and according to the information and explanations given to us, we have not come
across nor have any information of any instances of major weaknesses in the aforesaid internal control systems.
(v) (a) According to the information and explanations given to us, we are of the opinion that during the year, the
particulars of contracts or arrangements refered to in Section 301 of the Act have been entered in the register
required to be maintained under that Section.
28
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance
of such contracts or arrangements and exceeding the value of Rupees five lakhs in respect of any party have
been made at prices which are reasonable having regard to prevailing market prices at the relevant time.
(vi) As the Company has not accepted any deposits from the public, paragraph (vi) of the Order is not applicable.
(vii) In our opinion, the Company has an adequate internal audit system commensurate with its size and nature of its
business.
(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the Rules made by the
Central Government for the maintenance of cost records under Section 209 (1)(d) of the Companies Act, 1956 and are
of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not,
however, made a detailed examination of the records with a view to determine whether they are accurate or complete.
(ix) (a) According to the records of the Company and information and explanations given to us and the records of the
Company examined by us, the Company has been regularly depositing the undisputed statutory dues including
provident fund, employees state insurance, income tax, Investor Education and Protection fund, sales tax,
wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues applicable to it with
the appropriate authorities. We are informed there are no undisputed statutory dues as of March 31,2008
outstanding for a period of more than six months from the date they become payable.
(b) According to the information and explanations given to us and the records of the Company examined by us,
there are no disputed dues of sales tax, excise duty, service tax, customs duty, wealth tax & cess which have
not been deposited.
(x) The Company does not have accumulated losses as at the year ended March 31, 2008. Further, the Company has not
incurred any cash losses during the year ended March 31, 2008 and in the immediately preceding financial year
ended March 31, 2007.
(xi) According to the records of the Company examined by us and on the information and explanations given to us, the
Company has not defaulted in repayment of dues to banks during the year. The Company has not taken any loans
from financial institutions and has not issued debentures during the year.
(xii) As the Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities, paragraph 4(xii) of the Order is not applicable.
(xiii) As the Company is not a chit fund / nidhi / mutual benefit funds / society to which the provisions of special statute
relating to chit fund are applicable, paragraph 4(xiii) of the Order is not applicable.
(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4(xiv) of
the Order is not applicable.
(xv) The company has given guarantee for loans taken by a corporate from banks. According to the information and
explanations given to us, we are of the opinion that the term and conditions thereof are not prima facie prejudicial to
the interest of the company (Refer Note No .2 of Schedule “V”).
(xvi) We are informed that the Company has obtained term loan during the year and term loan were applied for the purposes
for which the loan were obtained.
(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the
Company, we report that during the year short term funds have not been used to finance long term investments.
(xviii) According to the information and explanation given to us the Company has not made any preferential allotment of
shares to parties and companies covered in the register maintained under Section 301 of the Act.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by a public issue during the year. Accordingly, the provisions of clause 4 (xx)
of the Order are not applicable.
(xxi) Based upon the audit procedures performed and information and explanations given by the management, we report
that, no fraud on or by the Company has been noticed or reported during the course of our audit for the year ended
March 31, 2008.
For JAGDISH CHAND & CO.
CHARTERED ACCOUNTANTS
(J.C. GUPTA)
Place : New Delhi PARTNER
Dated : 30th June, 2008 M. No. 6107
29
Balance Sheet As At 31st March 2008
SCHEDULE As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
I. SOURCES OF FUNDS
1. Shareholders Funds:
a) Share Capital A 169,013,930 169,013,930
b) Reserve & Surplus B 1,782,614,809 1,951,628,739 1,494,654,658 1,663,668,588
2. Deferred Tax:
a) Deferred Tax Liabilities 96,784,961 61,432,507
b) Deferred Tax Assets 14,242,510 82,542,451 16,572,246 44,860,261
3. Loan Funds:
a) Secured Loans C 1,419,680,331 640,087,470
b) Unsecured Loans D 1,487,995,830 2,907,676,161 1,250,028,374 1,890,115,844
4,941,847,351 3,598,644,693
4. Miscellaneous Expenditure: M - -
(To the extent not written off
or adjusted) 4,941,847,351 3,598,644,693
NOTES ON ACCOUNTS V
I. INCOME
Gross sales less returns 5,020,029,966 3,598,567,505
Less: Excise duty 595,922,500 451,214,574
Net sales 4,424,107,466 3,147,352,931
Other Income N 65,710,194 16,312,303
Increase/(Decrease) in stock O 862,220,129 600,613,215
5,352,037,789 3,764,278,449
II. EXPENDITURE
Materials P 3,924,155,247 2,566,421,891
Manufacturing, Selling & Other expenses Q 488,234,641 372,136,239
Increase/(decrease) excise duty on stock 62,420,197 51,893,973
Payment to and Provision for Employees R 65,097,632 41,026,842
Managerial Remuneration S 57,662,244 5,465,680
Financial Charges T 190,042,757 106,241,161
Depreciation U 61,195,771 35,847,467
4,848,808,489 3,179,033,253
III. PROFIT BEFORE TAX (I-II) 503,229,300 585,245,196
LESS: PROVISION FOR TAXATION
- Current tax 135,781,000 189,570,000
- Deferred tax 37,682,190 14,534,174
- Fringe Benefit tax 1,800,000 1,326,000
IV. PROFIT AFTER TAXATION 327,966,110 379,815,022
Add/(Less) Taxation for earlier years
- Current tax 5,798 (3,950,673)
- Fringe Benefit Tax (273,164) -
V. NET PROFIT 327,698,744 375,864,349
Add: Balance brought forward from last year 596,018,237 299,701,454
VI. PROFIT AVAILABLE FOR APPROPRIATION 923,716,981 675,565,803
VII. LESS: APPROPRIATIONS
Proposed Dividend 33,802,786 33,802,786
Provision for Dividend Distribution Tax 5,744,783 5,744,780
Transfer to General Reserve 40,000,000 40,000,000
VIII.PROFIT CARRIED TO BALANCE SHEET 844,169,412 596,018,237
EARNING PER SHARE:
- Basic 3.88 5.35
- Diluted 2.90 3.81
NOTES ON ACCOUNTS V
S.NO
S.NO.. PARTICULARS
PARTICULARS Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
Contd.
32
S.NO
S.NO.. PARTICULARS
PARTICULARS Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
Note:
1. Cash and cash equivalents includes:
Cash and bank balances 10,844,436 1,047,561,746
FDRs under lien with banks as per banking arrangements 52,981,882 41,341,488
Total cash and cash equivalents as per balance sheet 63,826,318 1,088,903,234
2. Figures in brackets represent cash outflow.
33
Schedules
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : A
SHARE CAPITAL
Authorised
175,000,000 Equity Shares of Rs. 2/- each 350,000,000 350,000,000
(Previous Year 175,000,000 Equity Shares of
Rs. 2/- each)
Issued, Subscribed & Paid up
84,506,965 Equity Shares of Rs. 2/- each (Previous 169,013,930 169,013,930
Year 84,506,965 Equity shares of Rs. 2/- each) 169,013,930 169,013,930
Note:
15,525,800 equity shares of Rs. 2/- each were allotted
as fully paid up by way of bonus shares by
capitalising Securities premium account
during FY 2001-02
SCHEDULE : B
RESERVE & SURPLUS
Capital Reserve
Capital Investment Subsidy 3,000,000 3,000,000
Profit on Issue of forfeited shares 31,100 3,031,100 31,100 3,031,100
Revaluation Reserve
Opening Balance 9,992,333 10,201,930
Less: Transfer to Profit & Loss Account 191,024 9,801,309 209,597 9,992,333
Securities Premium Account
Opening Balance 816,001,234 90,190,228
Add: Addition During the year - 758,799,936
Less: GDR Issue expenses written off - 4,008,673
Less: FCCB Issue Expenses written off - 816,001,234 28,980,257 816,001,234
General Reserve
Opening Balance 69,611,754 29,611,754
Add: Transfer from Profit & Loss Account 40,000,000 109,611,754 40,000,000 69,611,754
Profit & Loss Account 844,169,412 596,018,237
As per annexed Account 1,782,614,809 1,494,654,658
SCHEDULE : C
SECURED LOANS
- Term Loan from Bank 188,000,000 41,000,000
(Repayable within one year Rs. 68,000,000/-
Previous year Rs. 18,000,000 )
- Interest Accrued & Due 1,938,545 189,938,545 468,960 41,468,960
- Working Capital facilities from Banks 1,228,001,374 594,259,076
- Interest Accrued & Due 767,154 1,228,768,528 2,229,452 596,488,528
- Hire Purchase Finance 973,258 2,129,982
1,419,680,331 640,087,470
SCHEDULE : D
UNSECURED LOANS
- Sales Tax Deferment 28,790,103 49,838,823
(Repayable within one year Rs.2,10,48,820/-
Previous year Rs. 6,861,683/-)
- Loan from Bank (Repayable within one year) 348,968,530 -
- Directors Deposits 21,317,847 -
- Inter Corporate Deposits 8,919,350 18,399,551
- Foreign Currency Convertible Bonds (FCCBs) 1,080,000,000 1,181,790,000
1,487,995,830 1,250,028,374
34
SCHEDULE : E
FIXED ASSETS (Amount in Rs.)
GROSS BLOCK
BLOCK DEPRECIATION NET BLOCK
BLOCK
Sl Description As at Additions Deductions As at As at For the Deduction As at As at As at
No. of Assets 01.04.07 31.03.08 01.04.07 Year 31.03.08 31.03.08 31.03.07
1. Land 12,621,330 - - 12,621,330 - - - - 12,621,330 12,621,330
2. Land (Leasehold ) 67,765,565 240,762,360 - 3,08,527,925 - - - - 308,527,925 67,765,565
3. Buildings 65,068,974 93,044,254 - 1,58,113,228 17,987,396 2,458,682 - 20,446,078 137,667,150 47,081,578
4. Plant & Machinery 5,62,617,432 423,356,473 2,234,341 983,739,564 1,85,114,438 50,861,874 2,195,642 233,780,670 749,958,894 377,502,994
5. Electrical Fitting &
Equipments 19,283,796 23,243,232 5,12,278 42,014,750 6,960,118 2,766,609 467,252 9,259,475 32,755,275 12,323,678
6. Furniture & Fixtures 4,450,008 826,116 5,11,663 4,764,461 2,765,483 708,166 485,472 2,988,177 1,776,284 1,684,525
7. Vehicles 22,995,909 1,355,513 1,848,717 22,502,705 4,929,821 2,545,023 1,483,042 5,991,802 16,510,903 18,066,088
8. Assets acquired
under Hire Purchase:
- Vehicles 4,737,861 - - 4,737,861 1,026,963 - - 1,026,963 3,710,898 3,710,898
9. Intangible Assets
- Software 10,079,341 5,43,416 - 10,622,757 4,476 2,046,441 0 2,050,917 8,571,840 10,074,865
Total: 769,620,216 783,131,364 5,106,999 1,547,644,581 2,18,788,695 61,386,795 4,631,408 275,544,082 1,272,100,499 550,831,521
Previous Year 486,465,442 287,082,275 3,927,501 769,620,216 1,84,171,064 36,057,064 1,439,433 218,788,695 550,831,521 302,294,378
Notes:
1. Land includes addition made due to revaluation as on 31st March, 1994 in erstwhile Paramount Cable Corporation Rs. 7,650,950
2. Building includes addition made due to revaluation as on 31st March, 1994 in erstwhile Paramount Cable Corporation Rs. 7,406,534
3. Amount of Depreciation pertaining to revaluation in case of Building. Rs. 191,024
4. Title deeds of factory land at Prahladpur, Bawana Road, Delhi-110 042 are in the name of erstwhile Paramount Cable Corporation.
5. Title deeds of a part of factory land measuring 954.50 sq. mtr. at Prahladpur, Bawana Road, Delhi-110 042 shown in Balance Sheet at
Rs. 2,386,250 are yet to be registered in the name of Company.
6. Title deeds of a part of land (leasehold) Rs. 61,761,000/- (Previous Year Rs. 61,761,000/-) are pending registration in the name of
the Company.
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : F
CAPITAL WORK IN PROGRESS
- Capital work in progress 122,859,590 52,747,779
- Capital Advances 190,859,626 212,252,553
- Pre operative expenses/ ( Income) (net) - (7,410,426)
313,719,216 257,589,906
SCHEDULE : G
INVESTMENTS
Long Term:
Unquoted
Trade
- 2,558,000 Equity Shares (Previous Year 2,558,000) 25,580,000 25,580,000
of Rs. 10/- each of Paramount Wires & Cables Ltd, fully paid
Subsidiaries
Paramount Gulf FZE, UAE (a limited liability company)
- US Dollar Nil Common Stock (Previous Year US
Dollar 50,000), fully paid - 2,290,500
Paramount Holdings Limited, Cyprus
- 3,600 equity shares(Previous Year Nil) of CYP 1
each, fully paid 248,223,001 -
35
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
Others
- 4,800 Equity Shares (Previous Year 4,800)
of Rs. 10/- each of Haryana Financial 168,000 168,000
Corporation, fully paid 273,971,001 28,038,500
During the year following Investments were Sold:
- 125,000 equity shares of Paramount Wires &
Cables Ltd. of Rs. 10/- each - 1,250,000
During the year following Investments
were purchased and sold/redeemed:
- 3,000,000 units of Fidelity Cash Fund, face value
Rs. 10/- each - 30,000,000
- 3,935,768.2620 units of HDFC Liquid Fund, face
value Rs. 10/- each - 55,000,000
- 5,530,402.4660 units of ICICI Mutual Fund, face
value Rs. 10/- each - 75,000,000
- 5,874,566.6460 units of LIC MF Liquid Fund, face
value Rs. 10/- each - 75,536,941
- 1,800,617.612 units of Prudential ICICI Floating rate
plan -A, face value Rs. 10/- each - 20,000,000
- 5,000,000 units of SBI Debt fund Series, face value
Rs. 10/- each - 50,000,000
- 10,093,869.1492 units of SBI MF- MICF Liquid
Floater, face value Rs. 10/- each - 125,000,000
- 4,149,899.916 units of SBI MF- MICF- Dividend
Fund, face value Rs. 10/- each - 44,000,000
- 2,884,489.314 units of Templeton Monthly Income
Plan, face value Rs. 10/- each - 55,000,000
SCHEDULE : H
INVENTORIES
(As taken, valued and certified by the management)
Stores, spares etc. 2,960,590 2,530,970
Raw Material 326,588,060 312,139,702
Stock in process 815,604,992 449,633,346
Finished goods 954,560,393 459,225,298
Packing material 2,450,660 1,820,070
Scrap 12,555,040 11,641,652
Stock in Transit - 23,141,471
2,114,719,735 1,260,132,509
SCHEDULE : I
SUNDRY DEBTORS
(Unsecured, Considered Good)
- Over six months 236,693,744 92,633,924
- Other Debts 1,246,944,530 1,483,638,274 727,231,674 819,865,598
1,483,638,274 819,865,598
36
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : J
CASH & BANK BALANCES
Cash Balances including imprest 6,439,346 12,682,721
Balance with scheduled Banks:
- Current Accounts* 4,405,090 19,616,203
- Fixed deposits** 52,981,882 1,056,563,989
57,386,972 1,076,180,192
Balance with Non-Scheduled Banks:
- Current Accounts*** - 40,321
63,826,318 1,088,903,234
* Includes unutilised balance of FCCB Issue - 873,754
** Includes unutilised balance of FCCB Issue - 965,122,501
*** Maximum Balances in Current Accounts with:
- Al Mawarid Bank, Beruit 40,321 43,470
- CITI Bank NA, London - 1,214,730,000
SCHEDULE : K
LOANS AND ADVANCES
(Unsecured, Considered Good)
Advance Recoverable in cash or in kind
or for value to be received 282,289,796 170,163,656
Loans and Advances to workers & staff 5,341,652 4,778,071
Earnest Money / Security Deposits 36,882,683 9,962,700
Amount Recoverable from Government Authorities 74,504,122 43,860,149
Balance with Excise Authorities 170,935,615 63,207,794
569,953,868 291,972,370
SCHEDULE : L
CURRENT LIABILITIES
Sundry Creditors * 1,059,176,256 600,594,046
Other Liabilities 7,236,017 2,663,279
Advances & Deposits 27,087,631 13,334,398
investor Education and Protection Fund Shall be
credited by the following amount namely:-**
Unclaimed dividend 1,042,897 1,094,542,801 831,220 617,422,943
PROVISIONS
Provision for Loss on Derivative / Exchange option 16,784,640 -
Provision for Leave Encashment 3,137,382 -
Provision for Dividend 33,802,786 33,802,786
Provision for Dividend Distribution Tax 5,744,783 5,744,780
Provision for taxation (Net of Payment) (3,930,832) 55,538,759 41,718,436 81,266,002
1,150,081,560 698,688,945
* Includes dues to Micro,Small & Medium Enterprises
Rs. NIL (Previous Year Rs. NIL)
** No amount is due as on 31st March, 2008 for credit to
Investor Education and Protection Fund (Fund). Amount
remaining due after adjustment of amounts to be claimed
from the Company will be transferred on the respective due
dates to the Fund.
SCHEDULE : M
MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted)
GDR Issue expenses during the year - 6,066,761
Less: Written off to securities Premium Account - 4,008,673
Less: Written off to Deferred Tax Assets - - 2,058,088 -
FCCB Issue expenses during the year - 43,902,829
Less: Written off to securities Premium Account - 28,980,257
Less: Written off to Deferred Tax Assets - - 14,922,572 -
- -
37
Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : N
OTHER INCOME
Dividend (other than trade) - 2,773,987
Profit on sale of Investments - Long Term - 8,125,000
Insurance Claim Received 1,782,784 53,744
Foreign Exchange Fluctuation (net) 47,243,028 145,741
Duty Drawback 16,418,767 2,059,067
Miscellaneous 265,615 3,154,764
65,710,194 16,312,303
SCHEDULE : O
INCREASE/(DECREASE) IN STOCK
Opening Stock
- Finished Goods 459,225,298 171,202,707
- Work in Process 449,633,346 148,684,374
- Scrap 11,641,652 920,500,296 - 319,887,081
Less: Closing Stock
- Finished Goods 954,560,393 459,225,298
- Work in Process 815,604,992 449,633,346
- Scrap 12,555,040 1,782,720,425 11,641,652 920,500,296
862,220,129 600,613,215
SCHEDULE : P
MATERIALS
Raw Materials
Opening Stock 312,139,702 229,923,796
Add: Purchases 3,895,044,415 2,646,032,968
4,207,184,117 2,875,956,764
Less: Closing Stock 326,588,060 3,880,596,057 312,139,702 2,563,817,062
Traded items
Opening Stock - -
Add: Purchases 43,559,190 2,604,829
43,559,190 2,604,829
Less : Closing Stock - 43,559,190 - 2,604,829
3,924,155,247 2,566,421,891
SCHEDULE : Q
MANUFACTURING, SELLING & OTHER EXPENSES
Stores & Spares Consumed 27,726,415 16,255,392
Packing material Consumed 57,359,858 51,474,388
Conversion Charges 70,118,432 64,193,882
Power, Fuel & Lighting 84,015,482 77,048,136
Labour charges 55,199,780 33,593,845
Repairs & Maintenance:
- Plant & Machinery 12,411,105 9,263,455
- Building 810,636 302,884
- Others 1,033,191 14,254,932 895,501 10,461,840
Rent 26,593,202 2,828,611
Freight, Octroi & Cartage (Net) 47,295,593 45,253,863
Rebate,Discount, Commission on Sales 8,828,138 5,415,747
Rates & Taxes 249,359 655,598
Insurance 8,813,649 10,489,387
Travelling & Conveyance 17,404,671 14,372,256
Advertisement & Publicity 3,412,523 3,197,134
38
Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
Payment to Auditors
- Audit Fee 840,000 470,000
- Tax Audit fee 100,000 50,000
- Company Law Matters 40,000 20,000
- Taxation Matters 20,000 10,000
- Out of pocket expenses(Including service tax) 110,372 1,110,372 121,493 671,493
Donations 1,346,701 2,355,000
Communication Expenses 7,642,969 4,985,222
Share Transfer Expenses 91,083 179,465
Bad Debts written off 2,143,822 3,057,571
Miscellaneous Expenses 34,569,231 23,251,278
Loss on sale/disposal of fixed assets (Net) 331,892 1,206,030
Loss on redemption of units- short term (net) - 1,190,101
Loss on Derivative / Exchange option 16,784,640 -
Loss on Investment in Subsidiary 2,290,500 -
Advance given to subsidiary written off 651,397 -
488,234,641 372,136,239
SCHEDULE : R
PAYMENTS TO AND PROVISION FOR EMPLOYEES
Salaries, Wages, Bonus & Other Benefits 55,482,040 34,784,610
Contribution to Provident & Other Funds 5,307,649 3,090,870
Welfare Expenses 4,307,943 3,151,362
65,097,632 41,026,842
SCHEDULE : S
MANAGERIAL REMUNERATION
Salaries 12,000,000 4,000,000
Commission 42,525,024 -
House Rent 1,200,000 600,000
Perquisites 226,220 228,180
Directors Meeting Fees 271,000 157,500
Contribution to Provident & Other Benefits 1,440,000 480,000
57,662,244 5,465,680
SCHEDULE : T
FINANCIAL CHARGES
Interest
- Working Capital Facilities (Net) 102,437,878 74,434,502
- Term Loan 22,404,757 5,734,919
- FCCBs 16,732,610 -
- Others 24,372,591 165,947,836 11,841,104 92,010,525
Bank Charges & Commission 24,094,921 14,230,636
190,042,757 106,241,161
SCHEDULE : U
DEPRECIATION
On Fixed Assets 61,386,795 36,057,064
Less: Transfer from Revaluation Reserve 191,024 209,597
61,195,771 35,847,467
61,195,771 35,847,467
39
SCHEDULE : V
Notes to Accounts for the year ended 31st March, 2008
a) The accounts have been prepared under the historical cost convention except where otherwise stated.
b) Fixed Assets
i. Construction period expenses directly attributable to projects are capitalised. Financing cost during the
construction period on loans raised for/allocated to qualifying projects is capitalised. Financing cost incurred on
general borrowings used for projects is capitalised. The amount of such borrowing is determined after setting off
the amount of internal accruals.
ii. Fixed Assets are stated at cost including allocated costs or valuation less accumulated depreciation.
iii. The cost of any software purchased initially along with the computer hardware is being capitalised along with the
cost of the hardware. Any subsequent acquisition/upgradation of software is being capitalised as an asset.
iv. The cost of capitalised software is amortised over a period of five years from the date of its acquisition.
v. Depreciation is provided on Written - Down Value Method on buildings added upto 31st March, 1993 and straight
line method on fixed assets added from 1st April, 1993 in accordance with and at the rates specified in Schedule
XIV of the Companies Act, 1956. Depreciation on fixed assets added/disposed is provided on pro-rata basis
with reference to date of addition/disposal.
vi. No write off is being made in respect of leasehold land, as the lease is a long lease.
c) Investments
Long term investments are stated at cost. Provision for diminution in the value of long term investments is made only
if, such decline is other than temporary in the opinion of the management. Current investments are stated at lower of
cost or market value.
d) Inventories
i. Inventories are valued as follows :
• Finished Goods are valued at lower of cost or net realisable value.
• Raw materials are valued at lower of cost or net realisable value.
• Work in process is valued at lower of cost or net realisable value.
• Packing materials, Stores & Spares are valued at cost.
• Scrap is valued at estimated realisable value.
ii. Cost of Raw Material is determined on weighted average basis. Work- in-process includes raw material costs
and allocated production overheads on estimated basis. Cost of Finished Goods is determined by taking derived
material costs and other overheads.
f) Revenue Recognition
i. Sales are accounted for on dispatch of goods from the factory to the customers. Sales are net of returns and
include excise duty wherever directly chargeable from customers, but exclude sales tax.
40
ii. Other items of revenue are recognised in accordance with the Accounting Standard (AS-9) issued by The Institute
of Chartered Accountants of India. Accordingly, wherever there are uncertainties in the ascertainment/ realisation
of income, the same is not accounted for.
g) Excise Duty
Excise Duty has been accounted on the basis of both payments made in respect of goods cleared as also provision
made for goods lying in factory premises. Cenvat credit is accounted on accrual basis on purchases of materials and
capital goods.
h) Employees Benefits
i. Liability in respect of Gratuity, a defined benefit plan, is being paid to a fund maintained by SBI life insurance
company Limited under Group Gratuity Scheme. Difference between the fund balance and accrued liability at
the end of the year based on actuarial valuation is charged to Profit & Loss Account.
ii. Liability in respect of employees who are entitled to leave compensatory & encashment, a terminal employee
benefit, being defined benefit plan, is recognized on the basis of actuarial valuation.
iii. Contributions with respect to Provident Fund, is recognized as an expense in the profit and loss account of the
year in which the related service is rendered.
i) Reserves
i. The difference between depreciation on the revalued value of the asset and depreciation on their historical cost
is transferred from revaluation reserve to Profit & Loss Account.
ii. Project subsidy from State Government is credited to Capital Reserve.
j) Preliminary Expenses
Public Issue expenditures are being written off against securities premium, net of taxes, in the year of issue.
k) Taxes on Income
Current tax is determined as the amount of tax payable in respect of taxable income for the period. Deferred tax is
recognized, subject to the consideration of prudence in respect of deferred tax assets, on timing differences, being
the difference between taxable income and accounting income that originate in one period and are capable of reversal
in one or more subsequent periods.
Reversal of impairment losses recognised in prior years is recorded when there is an indication that the impairment
losses recognised for the asset no longer exist or have decreased. However, the increase in carrying amount of an
asset due to reversal of an impairment loss is recognised to the extent it does not exceed the carrying amount that
would have been determined (net of depreciation) had no impairment loss been recognised for the assets in prior
years.
2. CONTINGENT LIABILITIES
i. Guarantee of Rs. 50,000,000/- (Previous Year Rs. 50,000,000/-) given to a Bank for credit facilities given to
Paramount Wires & Cables Limited. Credit facilities availed by the said company as on 31.03.2008 Rs. NIL
(Previous year Rs. NIL) for fund based limits and Rs.NIL (Previous year Rs. 36,731,338/-) for non-fund based
limits.
ii. The Company has executed a 7% fixed rate guaranteed unsecured loan note 2008 of Sterling Pounds 930,000
towards deferred consideration for acquisition of assets of AEI Cables Limited, UK, a wholly owned subsidiary of
the Company. The amount outstanding together with interest accrued thereon as on 31st March, 2008 is
Rs.77,283,124/- (Previous year Rs. NIL).
41
iii. The Company has executed a parental guarantee in favour of One North East, UK, an agency of British Government
responsible for promoting investment in U.K., on behalf of its wholly owned subsidiary, AEI Cables Limited for
guaranteeing the repayment of Grant of Rs. 31,936,000/- (Sterling Pounds 400,000) (previous year NIL) extended
to it together with the interest at the rate of 1.5 percentage points above the UK base rate of Bank of England
calculated from the date of first demand to AEI Cables Limited till the date of actual payment, in case AEI Cables
Limited fails to observe the terms and conditions stipulated in the offer letter while giving the Grant.
iv. Unused letter of credit outstanding Rs. 50,464,205/- (Previous year Rs. 113,575,333/-)
v. Financial Bank Guarantees outstanding Rs. 29,751,272/- (Previous year Rs. 28,703,296/-)
vi. Effect of Income tax demands/disallowances against which appeal/rectifications have been filed by the company
is Rs. 2,674,042/- (Previous year Rs. 3,774,371/-)
vii. Outstanding Bills discounted Rs. 156,611,870/- (Previous year Rs. 136,461,481/-).
3. The Board of Directors of the Company at its meeting held on 22nd November, 2006 issued 1% Foreign Currency
Convertible Bonds (‘FCCB’) aggregating to US$ 27 million, at par. The bondholders have an option to convert these
bonds into Equity Shares at an initial conversion rate of Rs.265/- per share (Rs.53/- per share post-split) at a fixed
exchange rate (Rs.44.99 = US$1). The conversion price will be reset on the first, second and third anniversaries of the
Bonds. The conversion price has been reset on the first anniversary of the Bonds at Rs. 213 (Rs. 42.60 per share post-
split). The reset conversion price can not be lower than Rs. 213 (Rs. 42.60 per share post-split) or the applicable reset
floor price as prescribed by SEBI from time to time. The conversion price will be subject to certain adjustments as
detailed in the offering circular such as dilution, bonus, dividends, right issue, special dividend etc. Unless previously
converted, redeemed or repurchased or cancelled, the Company will redeem these bonds at 145.54 percent of the
principal amount on 23rd November, 2011. As at March 31, 2008 none of the ‘FCCB’ has been converted into equity
shares and the same have been included and disclosed in Schedule-D “Unsecured Loans”. The Company expects
that the bond holders would opt for conversion rather than redemption and hence, in that case no premium would be
payable and on that basis the same is not provided for. However, the premium, if paid would be adjusted against the
Securities Premium Account. Accordingly premium maximum amount payable being Rs. 491,832,000/- (Previous year
Rs.538,187,166/-) would be accounted for and adjusted against Securities Premium Account in the year of such
redemption or repurchase or cancellation.
4. Estimated amount of contracts(net of advances) remaining to be executed on capital account Rs. 175,748,000/-
(Previous year Rs. 236,494,000/-)
5. Fixed Deposits / cash margin with banks amounting to Rs. 52,981,882/- (Previous year Rs. 41,341,488/-) are under lien
with banks as per banking arrangements with them.
6. i. Working Capital facilities from Banks are secured by 1st Pari-Passu charge by way of hypothecation on the
entire current assets including raw material, stocks in process, finished goods, consumable stores & spares and
receivables of the Company and 2nd Pari-Passu charge on present and future fixed assets other than land and
building at Prahaladpur, Bawana Road, Delhi. Further they are secured by personal guarantees of Shri Sanjay
Aggarwal and Shri Sandeep Aggarwal, Directors of the Company.
ii. Term loans from bank is secured by 1st pari passu charge on present and future fixed assets of the company
other than land and building at Prahaladpur, Bawana Road, Delhi and 2nd pari-passu charge on present and
future current assets of the Company. Further they are secured by personal guarantees of Shri Sanjay Aggarwal
and Shri Sandeep Aggarwal, Directors of the Company.
iii. Hire Purchase Finance is secured against assets financed from it.
iv. Deferred Sales tax Loan is covered by Bank Guarantee to the extent of 15% of the loan amount entitled and
surety bond for the balance amount executed by the Managing Director of the Company.
7. Foreign Currency Convertible Bonds (‘FCCB’) proceeds have been utilized as per objects of the issue in following
manner:
42
Particulars Year ended Year ended
31-03-2008 31-03-2007
Amount (Rs.) Amount (Rs.)
9. Interest on working capital facilities has been shown net of interest earned by the company Rs. 37,821,294/- (Previous
Year Rs. 3,732,601/-).
10. Insurance Premium of Rs. 3,796,025/- (Previous Year Rs. 3,793,545/-) on Keyman Insurance Policy has been charged
to Profit & Loss Account. Maturity value of such policies will be accounted for on receipt basis.
11. Amount of Excise Duty deducted from the turnover is for sales made during the year and the amount recognized
separately in the statement of Profit & Loss is related to the difference between the closing stock and opening stock.
12. Following expenses were capitalized and allocated to fixed assets:
13. Deferred Tax Assets and Liabilities are attributable to following items:
Particulars As at As at
31-03-2008 31-03-2007
Amount (Rs.) Amount (Rs.)
Assets:
FCCB / GDR Issue Expenses 13,176,114 16,572,246
Leave Encashment 1,066,396 -
Total: 14,242,510 16,572,246
Liabilitity:
Depreciation 96,784,961 61,432,507
Deferred tax liability (net) 82,542,451 44,860,261
43
14. Earning per share pursuant to Accounting Standard- 20 (AS-20) has been calculated as follows:
Note; During the year conversion price of FCCB’s has been reset at Rs. 42.60 per share. Accordingly previous year’s
“EPS” has also been calculated assuming same conversion price to make them comparable.
15. Following reimbursements from AEI Cables Limited and Paramount Wires & Cables Limited for the portion of expenses
attributable to them have been netted off from respective account heads:-
16. Computation of Net Profit in accordance with Section 198 of the Companies Act, 1956.
18. Till previous year Computer Software separately acquired was capitalised alongwith computers and depreciation
provided accordingly. From this year the company has changed its accounting policy and Computer Software separately
acquired is amortized/depreciated over a period of five years. This has resulted in profit for the year being lower by Rs.
388,649/-.
19. Interest cost Rs. 16,732,610/- on specific borrowings for Capital Projects and interest income Rs. 30,396,631/- on
temporary investment of specific borrowings (net being excess of such interest income over interest expenditure) has
been transferred to profit & loss account during the year. This has resulted in profit for the year being higher by
Rs.13,664,021/- (including excess of such interest income over interest expense pertaining to previous year
Rs.7,183,920/-). Till previous year this was considered part of capital work in progress.
20. During the year the company has extended benefit of the leave encashment & compensatory, a defined benefit plan to
employees as long term employee benefit. Accordingly as required under revised Accounting Standard AS-15 “Employee
benefits” the company has provided liability of Rs.3,137,382/- for leave encashment & compensatory based upon
actuarial valuation. This has resulted in profit for the year being lower by Rs.3,137,382/-
21. Pursuant to the announcement of The Institute of Chartered Accountants of India on Accounting of Derivates, during
the year company has provided Rs.16,784,640/- for loss on outstanding derivates contracts as on
31st March,2008 by marking them to market.
22. Upon cancellation of registration of Paramount Gulf FZE, a subsidiary of the company in Ajman Free Zone, UAE,
Company’s investment in erstwhile subsidiary of Rs. 2,290,500/- & Advance recoverable Rs. 651,397/- have been
written off during the year.
23. Paramount Holdings Limited & AEI Cables Limited have become subsidiary of the company during the year.
24. Advances recoverable in cash or in kind include due from erstwhile Subsidiary Company Paramount Gulf FZE, UAE
Rs. NIL/- (Previous year Rs.1,226,610/-).
25. Sundry Debtors include due from Paramount Wires & Cables Limited, in which company holds 44.48% of shareholding,
Rs 260,844,270/-(Previous year Rs. 49,181,943/-).
26. Sundry Debtors include due from AEI Cables Limited, a subsidiary of the company Rs. 269,815,314/- (Previous year
Rs NIL).
27. Loan & Advance include adjustable security deposit given to Paramount Telecables Limited for premises taken on rent
Rs 15,900,000/- (Previous year Rs.NIL) Maximum Balance outstanding during the year Rs. 15,900,000/- (Previous year
Rs. 18,500,000).
28. Disclosure pursuant to clause 32 of the Listing Agreement with Stock Exchanges is given below:
(Amount in Rs.)
Name As at Maximum Balance As at Maximum Balance
31.03.08 during 2007-08 31.03.07 during 2006-07
Paramount
Telecables Limited 15,900,000/- 15,900,000/- NIL 18,500,000/-
45
Note: Security deposit for premises taken on rent by the Company and adjustable/refundable as per terms & conditions.
Paramount Telecables Limited has not invested in shares of the company.
29. The Company has done trading activities in commodities and goods other than cables and its accessories during the
year which comprise minor percentage of overall operations of the Company. Hence, in opinion of the management
Company’s business activity falls within a single primary business segment ‘Cables’, the disclosures requirements of
Accounting Standard (AS-17) “Segment Reporting” are not applicable.
30. (a) Fixed Assets taken on lease on or after 1st April, 2001 include motor vehicles at an aggregate cost of Rs.
4,737,861/- ( Previous year Rs. 4,737,861/-) with future lease obligation by way of lease rental as follows:
(Amount in Rs.)
The Company has entered into lease transactions during the current financial year mainly for leasing of factory / office
premises and company leased accommodations for its employees for periods upto 10 years. Terms of Lease include
terms of renewal, increase in rents in future periods and terms of cancellation. The Operating lease payments recognized
in the Profit & Loss account amount to Rs. 27,793,202/- (Previous year Rs. 3,428,611/-) for the leases, which commenced
on or after April 1, 2001.
31. In terms of Section 22 of the Micro, Small and Medium Enterprises Development Act 2006, the outstanding to these
enterprises are required to be disclosed. However, these enterprises are required to be registered under the Act. In
the absence of the information about registration of the Enterprises under the above Act, the required information
could not be furnished.
32. (a)(i) The Company has following outstanding Currency Swaps for hedging purpose at the year end:
PARTICULARS As at As at
31.03.2008 31.03.2007
Amount (Rs.) Amount (Rs.)
PARTICULARS As at As at
31.03.2008 31.03.2007
In MTs In MTs
46
(b)(i) Unhedged amount payable in foreign currency:-
33. The disclosures required under Accounting Standard 15 "Employee Benefits" are given below:
• Gratuity (Funded)
• Leave Encashment (Unfunded)
47
(Amount in Rs.)
Particulars Gratuity Leave Encashment
(Funded) (Unfunded)
a) Actuarial Assumptions
Discount rate 8 8
Expected rate of return on assets 10 -
Expected rate of future salary increase 10 6
b) Reconciliation of opening and closing balances of Defined Benefit obligation
Present value of obligations as at beginning of year 7,180,862 -
Interest cost 574,469 -
Current Service Cost 731,556 578,110
Benefits paid (299,236) (231,928)
Actuarial (gain)/loss on Obligations 49,795 2,791,200
Present value of obligations as at end of year 8,237,446 3,137,382
c) Reconciliation of opening and closing balances of fair value of plan assets
Fair value of plan assets as on beginning of year 6,958,628 -
Expected return on plan assets 649,338 -
Contributions 1,818,170 -
Benefits paid (299,236) -
Actuarial Gain/(Loss) on Plan assets 1,588 -
Fair value of plan assets at the end of year 9,128,488 -
d) Fair value of plan assets as on 31.03.2008
Fair value of plan assets at beginning of year 6,958,628 -
Actual return on plan assets 650,926 -
Contributions 1,818,170 -
Benefits paid (299,236) -
Fair value of plan assets at the end of year 9,128,488 -
Funded status 891,042 (3,137,382)
Excess of Actual over estimated return on plan 1,588
e) Actuarial (Gain)/Loss recognized for the year 2007-08
Actuarial (gain)(Loss for the year - Obligation 49,795 2,791,200
Actuarial (gain)/Loss for the year - plan assets (1,588) -
Total (gain)/Loss for the year 48,207 2,791,200
Actuarial (gain)/Loss recognized in the year 48,207 2,791,200
Present value of obligations as at the end of year 8,237,446 3,137,382
Fair value of plan assets as at the end of the year 9,128,488 -
Funded status 891,042 (3,137,382)
Net (Asset)/liability recognized in balance sheet (891,042) 3,137,382
g) Expenses Recognized in statement of profit & Loss
Current Service Cost 731,556 578,110
Interest cost 574,469 -
Expected return on plan assets (649,338) -
Net Actuarial (gain)/Loss recognized in the year 48,207 2,791,200
Expenses recognized in statement of Profit & Loss 704,894 3,369,310
48
34. ADDITIONAL INFORMATION PURSUANT TO THE PROVISIONS OF PART-II OF SCHEDULE VI OF THE COMPANIES
ACT, 1956.
A Particulars of Capacity and Production
Particulars Unit Licensed Installed capacity Actual production
Capacity
Installed capacity has been certified by Managing Director and relied upon by Auditors.
* Includes all types of electric cables viz, LT/HT Power Cables, Control Cables, Instrumentation Cables,
Thermocouple Cables, Railway Signaling Cables etc.
** Includes 0.042 Kms (Previous year 0.217 Kms) consumed during testing/ reprocessing.
*** Includes NIL Ckm (Previous year 3.16 Ckm) consumed during testing/ reprocessing.
B Particulars of Stock & Sales (Gross)
Particulars Unit Opening Stock Closing Stock Sales
49
D Purchase of Traded Goods
50
(I) Remittance in foreign currency for dividends:
Note: The Company has not remitted any amount in foreign currencies on account of dividends during the year and
does not have information as to the extend to which remittances, if any, in foreign currencies on account of dividend
have been made by / on behalf of non-resident shareholders.
35. Related Party disclosures, as required by Accounting Standard (AS-18) are enclosed as per Annexure-1.
36. Previous year's figures have been regrouped / rearranged where necessary.
37. Additional information as required under Part IV of Schedule VI to the Companies Act, 1956 has been given under
"Balance Sheet Abstract and Company's General Business Profile".
51
Annexure I
"Related party disclosures", for the year ended 31st March, 2008, as required by Accounting Standard (AS-18) are
given below:
Relationships:
iii) Other related parties in the Group where common control exists:
Sanjay Aggarwal (HUF)
Sandeep Aggarwal (HUF)
S.S. Aggarwal (HUF)
April Investment & Finance Private Limited
Paramount Telecables Limited
Paramount Finman Private Limited
Paramount Infratech Private Limited
Paramount reality Private Limited
S.S. Aggarwal Foundation
52
The following transactions were carried out with the related parties in the ordinary course of business.
a) Details relating to parties referred to in items (i), (ii), (iii) (iv) and (v) above:
(Amount in Rs.)
Particulars Year (i) (ii) (iii) (iv) (v) Total
53
b) Non-Financial Transactions:
i) Shri Sanjay Aggarwal and Shri Sandeep Aggarwal have given personal guarantees to banks/financial
institutions for Company's borrowings.
ii) Company has given Corporate Guarantee of Rs. 50,000,000/- (Previous year Rs. 50,000,000/-) to a Bank
for the credit facilities given to Paramount Wires & Cables Limited. Credit facilities availed by the said
Company as on 31st March, 2008 Rs.NIL (Previous year Rs. NIL) for fund based limits and Rs. NIL (Previous
year Rs. 36,731,338/-) for non-fund based limits.
iii) The Company has executed a 7% fixed rate guaranteed unsecured loan note of Sterling Pound 930,000
due 2008 towards deferred consideration for acquisition of assets of AEI Cables Limited, UK, a wholly
owned subsidiary of the Company. The amount outstanding together with interest accrued thereon as on
31st March, 2008 is Rs.77,283,124/- (Previous year Rs. NIL)
iv) The Company has executed a parental guarantee in favour of One North East, UK, an agency of
British Government responsible for promoting investment in U.K., on behalf of its wholly owned subsidiary
AEI Cables Limited for guaranteeing the repayment of Grant of Rs.31,936,000/- (Sterling Pound 400,000)
(previous year NIL) extended to it together with the interest at the rate of 1.5 percentage points above the
UK base rate of Bank of England calculated from the date of first demand to AEI Cables Limited till the
date of actual payment, in case AEI Cables Limited fails to observe the terms and conditions stipulated in
the offer letter while giving the Grant.
54
Balance Sheet Abstract and Company’s
General Business Profile
I Registration Details
Registration No. 6 1 2 9 5 State Code 5 5
V Generic Name of Principal Products of the Company (as per monetary terms)
Product Description POWER CABLES
Item Code No. 8 5 4 4 - 4 1
(ITC Code)
Product Description JELLY FILLED TELEPHONE CABLES
Item Code No. 8 5 4 4 7 0 / 9 0 0 1
(ITC Code)
Product Description OPTICAL FIBRE CABLES
Item Code No. 8 5 4 4
(ITC Code)
55
Auditors' Report On Consolidated Financial
Statements of Paramount Communications
Limited, its Subsidiaries and Associate
To the Board of Directors
PARAMOUNT COMMUNICATIONS LIMITED
1. We have audited the attached Consolidated Balance Sheet of Paramount Communications Limited ("the company") its
subsidiaries and associate company as at 31st March, 2008 and the Consolidated Profit and Loss Account annexed
thereto for the year ended on that date and the Consolidated Cash Flow Statement for the year ended on that date. These
consolidated financial statements are the responsibility of the Company's Management and have been prepared by the
management on the basis of separate financial statements and other financial information regarding components. Our
responsibility is to express an opinion on these consolidated financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require that
we plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material
respects, in accordance with an identified financial reporting framework and are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by the management, as well
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
3. We did not audit the financial statements of one subsidiary company whose financial statements reflect total assets of Rs.
282,787,813/- as on 31st March, 2008, total income of Rs.1,216,348/- and total expenditure of Rs. 503,054/- for the year
then ended and financial statements of one associate wherein the company's share of profit aggregates to Rs. 555,727/-.
These financial statements and other financial information have been audited by other auditors whose reports have been
furnished to us, and our opinion is based solely on the report of other auditors.
4. We have relied on the unaudited financial statements of one subsidiary whose financial statements reflect total assets
of Rs.1,376,233,684/- as at 31st March 2008, total income of Rs.2,984,147,255/- and total expenditure of
Rs. 2,555,785,521/- for the period then ended. These unaudited financial statements as approved by Board of Directors of
the subsidiary company have been furnished to us by the management and our report is so far as, it relates to the amounts
included in respect of the subsidiary is based solely on such approved unaudited financial statements.
5. We report that the consolidated financial statements have been prepared by the company in accordance with the
requirements of Accounting Standard (AS) 21, "Consolidated Financial Statements" and Accounting Standard (AS) 23,
"Accounting for Investments in Associates in Consolidated Financial Statements".
6. Based on our audit as aforesaid, and on consideration of reports of other auditors on the separate financial statements and
on the other financial information of the components and the accounts approved by the Board of Directors as explained in
paragraph 4 above and to the best of our information and according to the explanations given to us, we are of the opinion
that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles
generally accepted in India:
56
a) In the case of the Consolidated Balance Sheet, of the consolidated state of affairs of Paramount Communications
Limited, its subsidiaries and Associate as at 31st March, 2008;
b) In the case of the Consolidated Profit and Loss Account, of the consolidated results of operations of Paramount
Communications Limited, its subsidiaries and Associate for the year ended on that date; and
c) In the case of the Consolidated Cash Flow Statement, of the consolidated cash flows of Paramount Communications
Limited, its subsidiaries and Associate for the year ended on that date.
(J.C. GUPTA)
Place : New Delhi PARTNER
Dated : 30th June, 2008 M. No. 6107
57
Consolidated Balance Sheet As At 31st March 2008
Schedule As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
I. SOURCES OF FUNDS
1. Shareholders Funds:
a) Share Capital A 169,013,930 169,013,930
b) Reserve & Surplus B 2,108,180,110 2,277,194,040 1,513,067,779 1,682,081,709
2. Deferred Tax:
a) Deferred Tax Liabilities 106,238,017 61,432,507
b) Deferred Tax Assets 14,242,510 91,995,507 16,572,246 44,860,261
3. Loan Funds:
a) Secured Loans C 2,158,167,315 640,087,470
b) Unsecured Loans D 1,562,247,030 3,720,414,345 1,250,028,374 1,890,115,844
6,089,603,892 3,617,057,814
1. Fixed Assets:
a) Gross Block E 1,624,896,193 769,620,216
b) Less: Depreciation 280,606,918 218,788,695
1,344,289,275 550,831,521
c) Add: Capital work-in process F 315,574,688 1,659,863,963 257,589,906 808,421,427
2. Investments G 46,555,466 45,054,913
4. Miscellaneous Expenditure: M - -
(To the extent not written off or adjusted) 6,089,603,892 3,617,057,814
NOTES ON ACCOUNTS V
I. INCOME
Gross sales less returns 7,452,368,954 3,598,567,505
Less: Excise duty 595,922,500 451,214,574
Net sales 6,856,446,454 3,147,352,931
Other Income N 80,107,638 15,783,711
Increase/(Decrease) in stock O 1,048,510,537 600,613,215
7,985,064,629 3,763,749,857
II. EXPENDITURE
Materials P 5,450,794,194 2,566,421,891
Manufacturing, Selling & Other expenses Q 723,890,779 372,654,278
Increase/(decrease) excise duty on stock 62,420,197 51,893,973
Payment to and Provision for Employees R 434,673,233 41,026,842
Managerial Remuneration S 74,350,552 5,465,680
Financial Charges T 239,478,947 106,290,302
Depreciation U 66,258,607 35,847,467
7,051,866,509 3,179,600,433
III. PROFIT BEFORE TAX (I-II) 933,198,120 584,149,424
LESS: PROVISION FOR TAXATION
- Current tax 249,233,640 189,570,000
- Deferred tax 47,135,245 14,534,174
- Fringe Benefit tax 1,800,000 1,326,000
IV. PROFIT AFTER TAXATION 635,029,235 378,719,250
Add: Share of Profit/(Loss) in Associate 555,727 606,633
V. TOTAL PROFIT AFTER TAXATION 635,584,962 379,325,883
ADD/(Less) Taxation for earlier years
- Current tax 5,798 -
- Fringe Benefit Tax (273,164) (3,950,673)
VI. NET PROFIT 635,317,596 375,375,210
ADD: Balance brought forward from last year 604,529,759 308,702,115
VII. PROFIT AVAILABLE FOR APPROPRIATION 1,239,847,355 684,077,325
VIII. LESS: APPROPRIATIONS
Proposed Dividend 33,802,786 33,802,786
Provision for Dividend Distribution Tax 5,744,783 5,744,780
Transfer to General Reserve 40,000,000 40,000,000
IX. PROFIT CARRIED TO BALANCE SHEET 1,160,299,786 604,529,759
EARNING PER SHARE
- Basic 7.52 5.34
- Diluted 5.62 4.03
NOTES ON ACCOUNTS V
As per our separate report of even date attached
For Jagdish Chand & Co.
Chartered Accountants
Contd.
60
S.No. Particulars Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
Note:
1. Cash and cash equivalents includes:
Cash and bank balances 296,415,673 1,047,810,714
FDRs under lien with banks as per banking arrangements 52,981,882 41,341,488
Total cash and cash equivalents as per balance sheet 349,397,555 1,089,152,202
2. Figures in brackets represent cash outflow.
61
Schedules
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : A
SHARE CAPITAL
Authorised
175,000,000 Equity Shares of Rs. 2/- each (Previous 350,000,000 350,000,000
Year 175,000,000 Equity Shares of Rs. 2/- each)
Issued, Subscribed & Paid up
84,506,965 Equity Shares of Rs. 2/- each 169,013,930 169,013,930
(Previous Year 84,506,965 Equity shares of Rs. 2/- each)
Note: 169,013,930 169,013,930
15,525,800 equity shares of Rs. 2/- each were allotted
as fully paid up by way of bonus shares by capitalising
Securities premium account during FY 2001-02
SCHEDULE : B
RESERVE & SURPLUS
Capital Reserve
Capital Investment Subsidy 33,179,520 3,000,000
Profit on Issue of forfeited shares 31,100 33,210,620 31,100 3,031,100
Exchange Fluctuation Reserve (30,646,192) -
Capital Reserve on Consolidation
Share of Associate’s Profit
Opening Balance 9,901,599 10,385,454
Less Transfer to Investment Account 9,901,599 483,855 9,901,599
Revaluation Reserve
Opening Balance 9,992,333 10,201,930
Less: Transfer to Profit & Loss Account 191,024 9,801,309 209,597 9,992,333
Securities Premium Account
Opening Balance 816,001,234 90,190,228
Add: Addition During the year - 758,799,936
Less: GDR Issue expenses written off - 4,008,673
Less: FCCB Issue Expenses written off - 816,001,234 28,980,257 816,001,234
General Reserve
Opening Balance 69,611,754 29,611,754
Add: Transfer from Profit & Loss Account 40,000,000 109,611,754 40,000,000 69,611,754
Profit & Loss Account 1,160,299,786 604,529,759
As per annexed Account 2,108,180,110 1,513,067,779
SCHEDULE : C
SECURED LOANS
- Term Loan from Bank 188,000,000 41,000,000
(Repayable within one year Rs. 68,000,000/-
Previous year Rs. 18,000,000 )
- Interest Accrued & Due 1,938,545 189,938,545 468,960 41,468,960
- Working Capital facilities from Banks 1,966,488,359 594,259,076
- Interest Accrued & Due 767,153 1,967,255,512 2,229,452 596,488,528
- Hire Purchase Finance 973,258 2,129,982
2,158,167,315 640,087,470
SCHEDULE : D
UNSECURED LOANS
- Sales Tax Deferment 28,790,103 49,838,823
(Repayable within one year Rs.2,10,48,820/-
Previous year Rs. 6,861,683/-)
- Loans from Bank (Repayment within a year) 348,968,530 -
- Directors Depostis 21,317,847 -
- Inter Corporate Deposits 83,170,550 18,399,551
- Foreign Currency Convertible Bonds (FCCBs) 1,080,000,000 1,181,790,000
1,562,247,030 1,250,028,374
62
SCHEDULE : E
FIXED ASSETS (Amount in Rs.)
GROSS BLOCK
BLOCK DEPRECIATION NET BLOCK
BLOCK
Sl. Description As at Additions Deductions As at As at For the Deduction As at As at As at
No. of Assets 01.04.07 31.03.08 01.04.07 Year 31.03.08 31.03.08 31.03.07
1. Land 12,621,330 - - 12,621,330 - - - - 12,621,330 12,621,330
2. Land (Leasehold) 67,765,565 240,762,360 - 3,08,527,925 - - - - 308,527,925 67,765,565
3. Buildings 65,068,974 93,044,254 - 1,58,113,228 17,987,396 2,458,682 20,446,078 137,667,150 47,081,578
4. Plant & Machinery 562,617,432 4,93,301,243 2,234,341 1,053,684,334 1,85,114,438 55,055,749 2,195,642 237,974,545 815,709,789 377,502,994
5. Electrical Fitting &
Equipments 19,283,796 23,243,232 512,278 42,014,750 6,960,118 2,766,609 467,252 9,259,475 32,755,275 12,323,678
6. Furniture & Fixtures 4,450,008 4,998,479 511,663 8,936,824 2,765,483 1,204,361 485,472 3,484,372 5,452,452 1,684,525
7. Vehicles 22,995,909 4,489,992 1,848,717 25,637,184 4,929,821 2,917,789 1,483,042 6,364,568 19,272,616 18,066,088
8. Assets acquired
under Hire Purchase:
- Vehicles 4,737,861 - - 4,737,861 1,026,963 - - 1,026,963 3,710,898 3,710,898
9. Intangible Assets
- Software 10,079,341 5,43,416 - 10,622,757 4,476 2,046,441 - 2,050,917 8,571,840 10,074,865
Total: 769,620,216 860,382,976 5,106,999 1,624,896,193 2,18,788,695 66,449,631 4,631,408 280,606,918 1,344,289,275 550,831,521
Previous Year 486,465,442 287,082,275 3,927,501 7,69,620,216 1,84,171,064 36,057,064 1,439,433 218,788,695 550,831,521 302,294,378
Notes:
1. Land includes addition made due to revaluation as on 31st March, 1994 in erstwhile Paramount Cable Corporation Rs. 7,650,950
2. Building includes addition made due to revaluation as on 31st March, 1994 in erstwhile Paramount Cable Corporation Rs. 7,406,534
3. Amount of Depreciation pertaining to revaluation in case of Building. Rs. 191,024
4. Title deeds of factory land at prahladpur, Bawana Road, Delhi-110 042 are in the name of erstwhile Paramount Cable Corporation.
5. Title deeds of a part of factory land measuring 954.50 sq. mtr. at prahladpur, Bawana Road, Delhi-110 042 shown in Balance Sheet at
Rs. 23,86,250 are yet to be registered in the name of Company.
6. Title deeds of a part of land (leasehold) Rs. 617,61,000/- (Previous Year Rs. 61,761,000/- ) are pending registration in the name of
the Company.
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : F
CAPITAL WORK IN PROGRESS
- Capital work in progress 124,715,062 52,747,779
- Capital Advances 190,859,626 212,252,553
- Pre operative expenses/ (Income) (net) - (7,410,426)
315,574,688 257,589,906
SCHEDULE : G
INVESTMENTS
Long Term:
Unquoted
Trade
- 2,558,000 Equity Shares (Previous Year 2,558,000)
of Rs. 10/- each of Paramount Wires & Cables Ltd, 25,580,000 25,580,000
fully paid
Capital Reserve at the time of acquisition:
Opening Balance 9,901,599 10,385,454
Less: Transfer from Capital Reserve on Sale of Investments - 483,855
9,901,599 9,901,599
63
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : H
INVENTORIES
(As taken, valued and certified by the management)
Stores, spares etc. 2,960,590 2,530,970
Raw Material 387,254,100 312,139,702
Stock in process 991,371,493 449,633,346
Finished goods 1,288,415,244 459,225,298
Packing material 14,251,013 1,820,070
Scrap 16,109,341 11,641,652
Stock in Transit - 23,141,471
2,700,361,781 1,260,132,509
SCHEDULE : I
SUNDRY DEBTORS
(Unsecured, Considered Good)
- Over six months 236,693,744 92,633,924
- Other Debts 2,291,582,838 2,528,276,582 729,174,324 821,808,248
2,528,276,582 821,808,248
64
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : J
CASH & BANK BALANCES
Cash Balances including imprest 6,559,106 12,682,721
Balance with scheduled Banks:
- Current Accounts* 4,405,090 19,616,203
- Fixed deposits** 52,981,882 1,056,563,989
- Margin money - 57,386,972 - 1,076,180,192
Balance with Non-Scheduled Banks:
- Current Accounts*** - 40,321
- Subsidiary Companies 285,451,477 248,968
349,397,555 1,089,152,202
* Includes unutilised balance of FCCB Issue - 873,754
** Includes unutilised balance of FCCB Issue - 965,122,501
*** Maximum Balances in Current Accounts with:
- Al Mawarid Bank, Beruit 40,321 43,470
- CITI Bank NA, London - 1,214,730,000
SCHEDULE : K
LOANS AND ADVANCES
(Unsecured, Considered Good)
Advance Recoverable in cash or in
kind or for value to be received 315,974,623 169,368,746
Loans and Advances to workers & staff 5,341,652 4,778,071
Earnest Money / Security Deposits 36,882,683 9,962,700
Amount Recoverable from Government Authorities 74,504,122 43,860,149
Balance with Excise Authorities 170,935,615 63,207,794
603,638,695 291,177,460
SCHEDULE : L
CURRENT LIABILITIES
Sundry Creditors * 1,404,967,577 600,594,046
Other Liabilities 196,400,646 2,663,279
Advances & Deposits 27,087,631 13,334,398
Investor Education and Protection Fund Shall be
credited by the following amount namely:-**
- Unclaimed dividend 1,042,897 1,629,498,751 831,220 617,422,943
PROVISIONS
Provision for Loss on Derivative / Exchange option 16,784,640 -
Provision for Leave Encashment 3,137,382 -
Provision for Dividend 33,802,786 33,802,786
Provision for Dividend Distribution Tax 5,744,783 5,744,780
Provision for taxation (Net of Payment) 109,521,808 168,991,399 41,718,436 81,266,002
1,798,490,150 698,688,945
* Includes dues to Micro,Small & Medium Enterprises Rs. NIL
(Previous Year Rs. NIL)
** No amount is due as on 31st March, 2008 for credit to Investor
Education and Protection Fund (Fund). Amount remaining due
after adjustment amounts to be claimed from the Company will
be transferred on the respective due dates to the Fund
SCHEDULE : M
MISCELLANEOUS EXPENDITURE
(To the extent not written off or adjusted)
GDR Issue expenses during the year - 6,066,761
Less: Written off to securities Premium Account - 4,008,673
Less: Written off to Deferred Tax Assets - - 2,058,088 -
FCCB Issue expenses during the year - 43,902,829
Less: Written off to securities Premium Account - 28,980,257
Less: Written off to Deferred Tax Assets - - 14,922,572 -
- -
65
Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : N
OTHER INCOME
Dividend (other than trade) - 2,773,987
Profit on sale of Investments - Long Term - 8,125,000
Less: Share in profit of associate upon sale of Investment - - 429,959 7,695,041
Insurance Claim Received 1,782,784 53,744
Foreign Exchange Fluctuation (net) 52,743,397 47,108
Duty Drawback 16,418,767 2,059,067
Miscellaneous 9,162,690 3,154,764
80,107,638 15,783,711
SCHEDULE : O
INCREASE/(DECREASE) IN STOCK
Opening Stock/Stocks acquired on purchase of business:
- Finished Goods 616,380,847 171,202,707
- Work in Process 569,468,058 148,684,374
- Scrap 12,313,097 1,198,162,002 - 319,887,081
Less: Closing Stock
- Finished Goods 1,239,191,705 459,225,298
- Work in Process 991,371,493 449,633,346
- Scrap 16,109,341 2,246,672,539 11,641,652 920,500,296
1,048,510,537 600,613,215
SCHEDULE : P
MATERIALS
Raw Materials
Opening Stock/Stocks acquired on purchase of business: 378,035,486 229,923,796
Add: Purchases 5,267,466,189 2,646,032,968
5,645,501,675 2,875,956,764
Less: Closing Stock 387,254,100 5,258,247,575 312,139,702 2,563,817,062
Traded items
Opening Stock/Stocks acquired on purchase of business: 22,471,780 -
Add: Purchases 219,298,378 2,604,829
241,770,158 2,604,829
Less : Closing Stock 49,223,539 192,546,619 - 2,604,829
5,450,794,194 2,566,421,891
SCHEDULE : Q
MANUFACTURING, SELLING & OTHER EXPENSES
Stores & Spares Consumed 33,370,515 16,255,392
Packing material Consumed 78,278,364 51,474,388
Conversion Charges 70,118,432 64,193,882
Power, Fuel & Lighting 139,658,114 77,048,136
Labour charges 62,720,457 33,593,845
66
Year ended Year ended
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
67
As at As at
31.03.2008 31.03.2007
(Amount in Rs.) (Amount in Rs.)
SCHEDULE : T
FINANCIAL CHARGES
Interest
- Working Capital Facilities (Net) 150,404,988 74,434,502
- Term Loan 22,404,757 5,734,919
- Interest on FCCBs 16,732,610 -
- Others 24,372,591 213,914,946 11,841,104 92,010,525
Bank Charges & Commission 25,564,001 14,279,777
239,478,947 106,290,302
SCHEDULE : U
DEPRECIATION
On Fixed Assets 66,449,631 36,057,064
Less: Transfer from Revaluation Reserve 191,024 209,597
66,258,607 35,847,467
66,258,607 35,847,467
68
SCHEDULE : V
Notes to Accounts for the year ended 31st March, 2008
1. Principles of consolidation
The consolidated financial statements relate to Paramount Communications Limited (Company), its subsidiaries and
Associate. The consolidated financial statements have been prepared on the following basis:
a) The financial statements of the Company and its Subsidiary Companies have been combined on a line-by-line
basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating
the intra-group balances, intra-group transactions and unrealised profits or losses in accordance with Accounting
Standard (AS-21) on "Consolidated financial Statements".
b) Investments in Associate are accounted for using the equity method as per Accounting Standard 23 on "Accounting
for Investments in Associates in Consolidated Financial Statements".
c) The consolidated financial statements have been prepared using uniform accounting policies for like transactions
and events in similar circumstances and are presented to the extent possible, in the same manner as the Company's
separate financial statements.
d) In case of foreign subsidiaries, being non-integral foreign operations, revenue items are consolidated at the
average rate prevailing during the year/period. All assets and liabilities are converted at the rates prevailing at the
end of the year. Any exchange difference arising on consolidation is recognized in the exchange fluctuation
reserve.
2. The Consolidated Financial Statements include the results of the following entities:
3. AEI Cables Limited, United Kingdom was incorporated on 2nd April 2007 in England and Wales as WH336 Limited and
changed its name to AEI Cables Limited w.e.f. 5th September 2007 after acquisition of business from Cable Realisations
Ltd. (formerly known as AEI Cables Ltd., wholly owned subsidiary of TT Electronics plc) by way of purchase of Current
Assets, Plant and Machineries, some Current Liabilities, Goodwill and Business Intellectual Property Rights as a going
concern on 3rd September 2007. There was no business activity from 2nd April 2007 to 2nd September 2007. The
current principal activity of the company is the design, manufacture and sale of cables for domestic and industrial
wiring applications.
4. Financial statements of Paramount Holdings Limited, Cyprus are drawn in Euro and AEI Cables Limited, United Kingdom
are drawn in Sterling Pound.
5. Paramount Gulf FZE, UAE ceased to be subsidiary of the company during the year upon cancellation of registration
with Ajman Free Zone, UAE. Paramount Holdings Limited, Cyprus and AEI Cables Limited, United Kingdom became
subsidiaries of the company during the year.
6. Financial statements of AEI Cables Limited, United Kingdom as on 31st March, 2008 are unaudited and have been
incorporated as adopted by the Board of Directors of the subsidiary Company since AEI Cables Limited will have its 1st
Financial year ending on 31st August, 2008.
These are said out under "Significant Accounting Policies" as given in the Separate Financial Statements of Paramount
Communications Limited and Paramount Holdings Limited, Cyprus.
69
8. CONTINGENT LIABILITIES
i) Guarantee of Rs. 50,000,000/- (Previous Year Rs. 50,000,000/-) given to a Bank for credit facilities given to Paramount
Wires & Cables Limited. Credit facilities availed by the said company as on 31.03.2008 Rs. NIL (Previous year Rs.
NIL) for fund based limits and Rs.NIL (Previous year Rs. 36,731,338/-) for non-fund based limits.
ii) The Company has executed a parental guarantee in favour of One North East, UK, an agency of British Government
responsible for promoting investment in U.K., on behalf of its wholly owned subsidiary, AEI Cables Limited for
guaranteeing the repayment of Grant of Rs. 31,936,000/- (sterling pounds 400,000) (previous year NIL) extended
to it together with the interest at the rate of 1.5 percentage points above the UK base rate of Bank of England
calculated from the date of first demand to AEI Cables Limited till the date of actual payment, in case AEI Cables
Limited fails to observe the terms and conditions stipulated in the offer letter while giving the Grant.
iii) Unused letter of credit outstanding Rs. 50,464,205/- (Previous year Rs. 113,575,333/-)
iv) Financial Bank Guarantees outstanding Rs. 104,561,352/- (Previous year Rs. 28,703,296/-)
v) Effect of Income tax demands/disallowances against which appeal/rectifications have been filed by the company
is Rs. 2,674,042/- (Previous year Rs. 3,774,371/-)
9. The Board of Directors of the Company at its meeting held on 22nd November, 2006 issued 1% Foreign Currency
Convertible Bonds ('FCCB') aggregating to US$ 27 million, at par. The bondholders have an option to convert these
bonds into Equity Shares at an initial conversion rate of Rs.265/- per share (Rs.53/- per share post-split) at a fixed
exchange rate (Rs.44.99 = US$1). The conversion price will be reset on the first, second and third anniversaries of the
Bonds. The conversion price has been reset on the first anniversary of the Bonds at Rs. 213 (Rs. 42.60 per share post-
split). The reset conversion price can not be lower than Rs. 213 (Rs. 42.60 per share post-split) or the applicable reset
floor price as prescribed by SEBI from time to time. The conversion price will be subject to certain adjustments as
detailed in the offering circular such as dilution, bonus, dividends, right issue, special dividend etc. Unless previously
converted, redeemed or repurchased or cancelled, the Company will redeem these bonds at 145.54 percent of the
principal amount on 23rd November, 2011. As at March 31, 2008 none of the 'FCCB' has been converted into equity
shares and the same have been included and disclosed in Schedule-D "Unsecured Loans". The Company expects that
the bond holders would opt for conversion rather than redemption and hence, in that case no premium would be
payable and on that basis the same is not provided for. However, the premium, if paid would be adjusted against the
Securities Premium Account. Accordingly premium maximum amount payable being Rs. 491,832,000/- (Previous year
Rs. 538,187,166/-) would be accounted for and adjusted against Securities Premium Account in the year of such
redemption or repurchase or cancellation.
10. Estimated amount of contracts(net of advances) remaining to be executed on capital account Rs. 175,748,000/- (Previous
year Rs. 236,494,000/-)
11. Fixed Deposits / cash margin with banks amounting to Rs. 52,981,882/- (Previous year Rs. 41,341,488/-) are under lien
with banks as per banking arrangements with them.
12. i. Working Capital facilities from Banks are secured by 1st Pari-Passu charge by way of hypothecation on the entire
current assets including raw material, stocks in process, finished goods, consumable stores & spares and
receivables of the Company and 2nd Pari-Passu charge on present and future fixed assets other than land and
building at Prahaladpur, Bawana Road, Delhi. Further they are secured by personal guarantees of Shri Sanjay
Aggarwal and Shri Sandeep Aggarwal, Directors of the Company.
ii. Working Capital facilities of AEI Cables Limited, United Kingdom from Bank are secured by 1st charge by way of
pledge on the entire current assets including raw material, stocks in process, finished goods, consumable stores
& spares and receivables of the Company and by first charge on the shares held/to be held by 100% holding
company Paramount Holdings Ltd.
iii. Term loans from bank is secured by 1st pari passu charge on present and future fixed assets of the company
other than land and building at Prahaladpur, Bawana Road, Delhi and 2nd pari-passu charge on present and
future current assets of the Company. Further they are secured by personal guarantees of Shri Sanjay Aggarwal
and Shri Sandeep Aggarwal, Directors of the Company.
70
iv. Hire Purchase Finance is secured against assets financed from it.
v. Deferred Sales Tax Loan is covered by Bank Guarantee to the extent of 15% of the loan amount entitled and surety
bond for the balance amount executed by the Managing Director of the Company
13. Foreign Currency Convertible Bonds ('FCCB') proceeds have been utilized as per objects of the issue in following
manner:
14. Interest on working capital facilities has been shown net of interest earned by the company
Rs. 37,821,294/- (Previous Year Rs. 3,732,601/-).
15. Insurance Premium of Rs. 3,796,025/- (Previous Year Rs. 3,793,545/-) on Keyman Insurance Policy has been charged
to Profit & Loss Account. Maturity value of such policies will be accounted for on receipt basis.
16. Amount of Excise Duty deducted from the turnover is for sales made during the year and the amount recognized
separately in the statement of Profit & Loss is related to the difference between the closing stock and opening stock.
18. Following expenses were capitalized and allocated/adjusted to the cost of fixed assets in AEI Cables Limited, United
Kingdom:
71
19. Discount and Acquisition Expenses of AEI Cables Limited, United Kingdom:
i) Grant (net of expenses) Rs. 30,179,520/- received in AEI Cables Limited, United Kingdom from One North East, England
under SFI scheme is credited to Capital Reserve.
ii) Discount of Rs. 1,053,910,185/- availed and Acquisition Expenses of Rs. 99,520,279/- incurred on purchase of Assets
at the time of acquisition of business have been allocated to the cost of the assets on the basis as considered fair and
reasonable by the Management.
20. i) Miscellaneous income in case of AEI Cables Limited, United Kingdom includes Rs. 8,841,830/- on realization of
Debtors and Misc. Stocks taken as part of business purchase on going concern basis from previous owner.
ii) Profit for the period of AEI Cables Limited, United Kingdom includes discount (net of acquisition expenses) Rs.
496,693,369/- realized on Raw Materials, WIP and Finished Goods which were procured as a part of business
purchase on going concern basis from the previous owner. This realization has been made during normal course
of business.
21. Deferred Tax Assets and Liabilities are attributable to following items:
Particulars As at As at
31.03.2008 31.03.2007
Amount (Rs.) Amount (Rs.)
Assets:
FCCB / GDR Issue Expenses 13,176,114 16,572,246
Leave Encashment 1,066,396 -
Total: 14,242,510 16,572,246
Liabilitity:
Depreciation 96,784,961 61,432,507
Deferred tax liability (net) 82,542,451 44,860,261
22. Earning per share pursuant to Accounting Standard- 20 (AS-20) has been calculated as follows:
Note; During the year conversion price of FCCB's has been reset at Rs. 42.60 per share. Accordingly previous year's
"EPS" has also been calculated assuming same conversion price to make them comparable.
72
23. Following reimbursements from Paramount Wires & Cables Limited for the portion of expenses attributable to them
have been netted off from respective account heads:-
24. As per Accounting Standard AS-11 on " Effect of Changes in Foreign Exchange Rates" notified in the Companies
(Accounting Standards ) Rules, 2006 the company has taken exchange gain (net) of Rs.45,774,143/-on
amounts borrowed for acquisitions of fixed assets to profit & loss account. Accordingly, exchange loss (net) of
Rs.9,493,161/- carried forward under Capital Work in Progress as on 31st March, 2007 also has been transferred to
profit & loss account during the year. This change in accounting policy has resulted in profit for the year being higher
by Rs 36,280,982/-.
25. Till previous year Computer Software separately acquired was capitalised alongwith computers and depreciation provided
accordingly. From this year the company has changed its accounting policy and Computer Software separately acquired is
amortized/depreciated over a period of five years. This has resulted in profit for the year being lower by Rs. 388,649/-.
26. Interest cost Rs 16,732,610/- on specific borrowings for Capital Projects and interest income Rs 30,396,631/- on temporary
investment of specific borrowings (net being excess of such interest income over interest expenditure) has been
transferred to profit & loss account during the year. This has resulted in profit for the year being higher by Rs.13,664,021/
- (including excess of such interest income over interest expense pertaining to previous year Rs.7,183,920/-). Till
previous year this was considered part of capital work in progress.
27. During the year the company has extended benefit of the leave encashment & compensatory, a defined benefit plan to
employees as long term employee benefit. Accordingly as required under revised Accounting Standard AS-15 "Employee
benefits" the company has provided liability of Rs.3,137,382/- for leave encashment & compensatory based upon
actuarial valuation. This has resulted in profit for the year being lower by Rs.3,137,382/-
28. Pursuant to the announcement of the Institute of Chartered Accountants of India on Accounting of Derivates, during
the year company has provided Rs.16,784,640/- for loss on outstanding derivates contracts as on 31st March,2008 by
marking them to market.
29. Upon cancellation of registration of Paramount Gulf FZE, a subsidiary of the company in Ajman Free Zone, UAE,
Company's investment in erstwhile subsidiary of Rs. 1,396,708/- & Advance recoverable Rs. 651,397/- have been
written off during the year.
30. Sundry Debtors include due from Paramount Wires & Cables Limited, in which company holds 44.48% of shareholding,
Rs 260,844,270/-(Previous year Rs. 49,181,943/-).
31. Loan & Advance include adjustable security deposit given to Paramount Telecables Limited for premises taken on rent
Rs 15,900,000/- (Previous year Rs.NIL) Maximum Balance outstanding during the year Rs. 15,900,000/- (Previous year
Rs. 18,500,000).
32. Disclosure pursuant to clause 32 of the Listing Agreement with Stock Exchanges is given below.
Paramount
Telecables Limited 15,900,000/- 15,900,000/- NIL 18,500,000/-
73
Note: Security deposit for premises taken on rent by the Company and adjustable/refundable as per terms & conditions.
Paramount Telecables Limited has not invested in shares of the company.
33. The Company has done trading activities in commodities and goods other than cables and its accessories during the
year which comprise minor percentage of overall operations of the Company. Hence, in opinion of the management
Company's business activity falls within a single primary business segment `Cables', the disclosures requirements of
Accounting Standard (AS-17) "Segment Reporting" are not applicable.
34. (a) Fixed Assets taken on lease on or after 1st April, 2001 include motor vehicles at an aggregate
cost of Rs. 4,737,861/- ( Previous year Rs. 4,737,861/-) with future lease obligation by way of lease rental as
follows:
( Amount in Rs.)
Particulars As at As at
31.03.2008 31.03.2007
Amount (Rs.) Amount (Rs.)
Particulars As at As at
31.03.2008 31.03.2007
(In MTs) (In MTs)
74
(b)(i) Unhedged amount payable in foreign currency:-
37. The disclosures required under Accounting Standard 15 "Employee Benefits" are given below:
• Gratuity (Funded)
• Leave Encashment (Unfunded)
75
( Amount in Rs.)
Particulars Gratuity Leave Encashment
(Funded) (Unfunded)
a) Actuarial Assumptions
Discount rate 8 8
Expected rate of return on assets 10 -
Expected rate of future salary increase 10 6
b) Reconciliation of opening and closing balances of Defined Benefit obligation
Present value of obligations as at beginning of year 7,180,862 -
Interest cost 574,469 -
Current Service Cost 731,556 578,110
Benefits paid (299,236) (231,928)
Actuarial (gain)/loss on Obligations 49,795 2,791,200
Present value of obligations as at end of year 8,237,446 3,137,382
c) Reconciliation of opening and closing balances of fair value of plan assets
Fair value of plan assets as on beginning of year 6,958,628 --
Expected return on plan assets 649,338 --
Contributions 1,818,170 --
Benefits paid (299,236) --
Actuarial Gain/(Loss) on Plan assets 1,588 --
Fair value of plan assets at the end of year 9,128,488 --
d) Fair value of plan assets as on 31.03.2008
Fair value of plan assets at beginning of year 6,958,628 -
Actual return on plan assets 650,926 -
Contributions 1,818,170 -
Benefits paid (299,236) -
Fair value of plan assets at the end of year 9,128,488 -
Funded status 891,042 (3,137,382)
Excess of Actual over estimated return on plan 1,588
e) Actuarial (Gain)/Loss recognized for the year 2007-08
Actuarial (gain)/Loss for the year - Obligation 49,795 2,791,200
Actuarial (gain)/Loss for the year - plan assets (1,588) -
Total (gain)/Loss for the year 48,207 2,791,200
Actuarial (gain)/Loss recognized in the year 48,207 2,791,200
Present value of obligations as at the end of year 8,237,446 3,137,382
Fair value of plan assets as at the end of the year 9,128,488 -
Funded status 891,042 (3,137,382)
Net (Asset)/liability recognized in balance sheet (891,042) 3,137,382
g Expenses Recognized in statement of profit & Loss
Current Service Cost 731,556 578,110
Interest cost 574,469 -
Expected return on plan assets (649,338) -
Net Actuarial (gain)/Loss recognized in the year 48,207 2,791,200
Expenses recognized in statement of Profit & Loss 704,894 3,369,310
76
38. Related Party disclosures, as required by Accounting Standard (AS-18) are enclosed as per Annexure-1.
39. Previous year's figures have been regrouped / rearranged where necessary.
(Ratan Aggarwal)
Place: New Delhi Vice President (Finance)
Dated: 30th June, 2008 & Company Secretary
77
Annexure I
"Related party disclosures", for the year ended 31st March, 2008, as required by Accounting Standard (AS-18) are
given below:
Relationships:
ii) Other related parties in the Group where common control exists:
Sanjay Aggarwal (HUF)
Sandeep Aggarwal (HUF)
S.S. Aggarwal (HUF)
April Investment & Finance Private Limited
Paramount Telecables Limited
Paramount Finman Private Limited
Paramount Infratech Private Limited
Paramount reality Private Limited
S.S. Aggarwal Foundation
78
The following transactions were carried out with the related parties in the ordinary course of business.
a) Details relating to parties referred to in items (i), (ii), (iii) and (iv) above:
(Amount in Rs.)
Particulars Year (i) (ii) (iii) (iv) Total
b) Non-Financial Transactions:
i) Shri Sanjay Aggarwal and Shri Sandeep Aggarwal have given personal guarantees to banks/financial institutions
for Company's borrowings.
ii) Company has given Corporate Guarantee of Rs. 50,000,000/- (Previous year Rs. 50,000,000/-) to a Bank for the
credit facilities given to Paramount Wires & Cables Limited. Credit facilities availed by the said Company as
on 31st March, 2008 Rs.NIL (Previous year Rs. NIL) for fund based limits and Rs. NIL (Previous year
Rs. 36,731,338/-) for non-fund based limits.
79
Paramount Holdings Limited
Board of Directors and other Officers
80
Paramount Holdings Limited
Report of the Board of Directors
The Board of Directors presents its first report and audited financial statements of the Company for the period from 20 July
2007 to 31 March 2008.
Incorporation
The Company Paramount Holdings Limited was incorporated in Cyprus on 20 Juiy 2007 as a private company with limited
liability under the Companies Law, Cap. 113.
Principal activity
The Company's results for the period are set out herein.
Share capital
Authorised capital
Under its Memorandum the Company fixed its share capital at 5,000 ordinary shares of nominal value of CY£1 each.
Issued capital
Upon incorporation on 20 July 2007 the Company issued to the subscribers of its Memorandum of Association 1,000 ordinary
shares of CY£I each at par. On 17th September 2007 the company issued an additional 2,600 shares at a share premium of
£999 each.
Board of Directors
The members of the Board of Directors as at 31 March 2008 and at the date of this report as shown, were members of the
board throughout the period from 20 July 2007 to 31 March 2008.
In accordance with the Company's Articles of Association all directors presently members of the Board continue in office.
Independent Auditors
The independent auditors, MGI Gregoriou & Co Ltd, have expressed their willingness to continue in office and a resolution
giving authority to the Board of Directors to fix their remuneration will be proposed at the Annual General Meeting.
81
Paramount Holdings Limited
Independent Auditor's Report
To the Members
Paramount Holdings Limited
We have audited the financial statements of the parent company Paramount Holdings Limited (the "Company") which comprise
the balance sheet as at 31 March 2008 and the income statement, statement of changes in equity and cash flow statement for
the period then ended, and a summary of significant accounting policies and other explanatory notes.
The Company's Board of Directors is responsible for the preparation and fair presentation of these financial statements in
accordance with International financial Reporting Standards as adopted by the European Union (EU) and the requirements
of the Cyprus Companies Law, Cap 113. This responsibility indudes: designing, implementing and maintaining internal
control relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that
are reasonable in the circumstances.
Auditors'Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with International Standards on Auditing, Those Standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal
control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the Board of Directors as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the parent company Paramount
Holdings Limited as of 31 March 2008 and of its financial performance and its cash flows for the period from 20 July 2007 to
31 March 2008 in accordance with International Financial Reporting Standards as adopted by the EU and the requirements of
the Cyprus Companies Law, Cap. 113.
Pursuant to the requirements of tfie Companies Law, Cap. 113, we report the following:
z We have obtained all the information and explanations we considered necessary for the purposes of our audit.
z In our opinion, proper books of account have been kept by the Company.
z The Company's financial statements are in agreement with the books of account.
82
z In our opinion and to the best of our information and according to the explanations given to us, the financial statements
give the information required by the Companies Law, Cap. 113, in the manner so required.
z In our opinion, the Information given in the report of the Board of Directors is consistent with the financial statements.
Other Matter
This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with
Section 156 of the Companies Law, Cap. 113 and for no other purpose. We do not, in giving this opinion, accept or assume
responsibility for any other purpose or to any other person to whose knowledge this report may come to.
83
Paramount Holdings Limited
Income Statement
Period from 20 July 2007 to 31 March 2008
Particulars Amount Amount
Note (Euro) (Rs.)
Other income 3 20,354 1,256,574
Administration expenses (8,407) (500,909)
Operating profit 4 11,947 755,665
Net finance costs 5 (1,163) (73,442)
Profit before tax 10,784 682,223
Tax 6 - -
Net profit for the period 10,784 682,223
Balance Sheet
As At 31 March, 2008.
On 27 June 2008 the Board of Directors of Paramount Holdings Limited authorized these financial statement for issue.
The attached notes forms an integral part of these financial statements.
Director Director
CCY Management Limited Sanjay Aggarwal
84
Paramount Holdings Limited
Cash Flow Statement
Period from 20 July 2007 to 31 March 2008
On 27 June 2008 the Board of Directors of Paramount Holdings Limited authorized these financial statement for issue.
The attached notes forms an integral part of these financial statements.
Director Director
CCY Management Limited Sanjay Aggarwal
85
Paramount Holdings Limited
Notes To The Financial Statements
1. Incorporation and principal activities
Country of incorporation
The Company Paramount Holdings Limited (the "Company") was incorporated in Cyprus on 20 July 2007 as a private
company with limited liability under the Companies Law, Cap. 113. Its registered office is at Themistokli Dervi,48,
CENTENNIAL BUILDING ,flat/office 701, P.C1066, Nicosia, Cyprus.
On 28 August 2007, the Company changed its name from Springmont Holdings Limited to Paramount Holdings Limited.
Principal activity
2. Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These
policies have been consistently applied to all years presented in these financial statements unless otherwise stated.
Basis of preparation
The financial statements of the Company have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union (EU) and the requirements of the Cyprus Companies Law, Cap.
113.
The Company is not required by the Companies Law, Cap.113, to prepare consolidated financial statements because
the ultimate parent company publishes consolidated financial statements in accordance with Generally Accepted
Accounting Principles in India and the Company does not intend to issue consolidated financial statements for the
period from 20 July 2007 to 31 March 2008.
Since the EU 7th Directive permits the preparation of such consolidated financial statements in accordance with the
Directive or in a manner equivalent to that Directive and since the Companies Law, Cap.113, provides for the
aforementioned exemption, the provisions in IAS 27 "Consolidated and Separate Financial Statements" requiring the
preparation of such consolidated financial statements in accordance with IFRS do not apply.
The financial statements have been prepared under the historical cost convention.
The preparation of financial statements in conformity with lFRSs requires the use of certain critical accounting estimates
and requires management to exercise its judgement in the process of applying the Company's accounting policies. It
also requires the use of assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Although these estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those estimates.
Share capital
3. Other income
86
4. Operating profit
5. Finance costs
6. Tax
The corporation tax rate is 10%.
Under certain conditions interest may be subject to defence contribution at the rate of 10%. In such cases 50% of the
same interest will be exempt from corporation tax, thus having an effective tax rate burden of approximately 15%. In
certain cases, dividends received from abroad may be subject to defence contribution at the rate of 15%.
Due to tax losses sustained in the period, no tax liability arises on the Company. Under current legislation, tax losses
may be carried forward and be set off against taxable income of the following years.
7. Investments in subsidiaries
Particulars Amount Amount
(Euro) (Rs.)
Balance as on 20 July 2007 - -
Additions during the period 4,462,011 282,277,971
Balance as at 31 March 2008 4,462,011 282,277,971
Authorised
Ordinary shares of CY£ 1 each 5,000 8,596 543,804
Issued and fully paid
Issue of Shares 3,600 6,189 391,532
At 31st March 2008 3,600 6,189 391,532
Authorised capital
Under its Memorandum the Company fixed its share capital at 5,000 ordinary shares of nominal vaiue of CY£1 each.
Issued capital
Upon incorporation on 20 July 2007 the Company issued to the subscribers of its Memorandum of Association 1,000
ordinary shares of CY£1 each at par. On 17th September 2007 the company issued an additional 2,600 shares at a share
premium of £999 each.
On 17th September 2007 the company issued an additional 2.600 shares at a share premium of £999 each.
Amount Amount
(Euro) (Rs.)
The fair values of trade and other payables due within one year approximate to their carrying amounts as presented
above.
12. Parent company
The parent company is Paramount Communications Ltd., a company registered in India.
13. Post Balance sheet events
There were no material post balance sheet events, which have a bearing on the understanding of the financial statements.
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Paramount Communications Limited
Registered Office : C-125, Naraina Industrial Area, Phase-I, New Delhi-110028, India.
ATTENDANCE SLIP
Please complete the slip and hand it over at the entrance of the meeting hall.
Name (s) in full Father/Husband's Name Address as Regd. with the company
1. ___________________________ __________________________ ________________________________
Note : The proxy form duly filled in and stamped must be returned so as to reach the registered office of the
company not less than 48 hours before the time for holding the aforesaid meeting. The proxy need not be member
at the company.
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