29 Apr 2017 | Livemint.com

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Paramount Cosmetics (India) Ltd.

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Paramount Cosmetics (India) Ltd. Accounting Policy

CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance is in line with the requirements of Clause 49 of the listing agreement with Stock exchange and is based on fundamental principles of Fairness, Accountability, Transparency, Integrity and Honesty to achieve sustainable growth.

Company's mission is to constantly review its systems and procedures to achieve the highest level of Corporate Governance.

Company has adopted best practice and ethics to conduct while interacting with Shareholders, Employees, Government, Lenders, Banks and other constituents.

I. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

At Paramount Cosmetics (India) Limited, Corporate Governance has been an integral part of our business since inception. We believe that good Corporate Governance emerges from the application of the best and sound management practices and compliance with the laws coupled with adherence to the highest standards of transparency and business ethics.

The corporate governance structure in the Company ensures that its Board of Directors is well informed and well equipped to fulfill its overall responsibility by way of providing strategic direction to the senior management, employees, etc. which is needed to meet the aspirations of all stakeholders, including societal expectations. It's initiatives towards adhering to highest standards of governance includes professionalization of the Board and fair and transparent processes and reporting systems.

II. BOARD OF DIRECTORS

A. BOARD COMPOSITION

The composition of the Board as on 31st March, 2015 is in conformity with Clause 49 of the Listing Agreement, laying down an optimum combination of Executive and Non-Executive Directors with one woman Director, with not less than 50 per cent of the Board comprising of Non- Executive Directors and have one-third comprising of Independent Directors.

As on March 31, 2015, Company's Board consists of 5 Directors. The details relating to the composition and categories of the Directors on the Board, their attendance at Board Meetings during the year and at last Annual General Meeting, the number of Directorships and Committee memberships held by them in Domestic Public Limited Companies as on 31st March, 2015 are indicated below:

B. INDEPENDENT DIRECTOR Board Independence

Our definition of 'Independence' of Directors is derived from Clause 49 of the Equity Listing Agreement and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, all Non-Executive Directors are Independent in terms of the Listing Agreement and the Companies Act, 2013.

Meetings of Independent Directors

The Independent Directors met one time during the Financial Year ended 31st March, 2015 on 13th February, 2015 and inter alia discussed:

a) The performance of non-Independent Directors and the Board as a whole;

b) The quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Disclosures by Independent Directors

All the Independent Directors have made necessary disclosures under the Companies Act, 2013 and Listing Agreement.

C. FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

All Independent Directors are aware and further updated about their roles, rights, responsibilities in the Company. A Directors' kit containing information about the Company, Memorandum and Articles of Association, Annual Reports for previous 3 financial years, recent Media Releases etc. is handed over to the new Director. The appointment letter issued to Independent Directors inter alia sets out the expectation of the Board from the appointed Director, their fiduciary duties and the accompanying liabilities that come with the appointment as a Director of the Company.

Independent Directors are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the Board and Board Committee Meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Detailed presentations on the duties and responsibilities of Independent Directors and the Company's business segments were made at the separate meetings of the Independent Directors held during the year.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors.

Each Director of the Company has complete access to any information relating to the Company. Independent Directors have the freedom to interact with the Company's Management. They are given all the documents sought by them for enabling a good understanding of the Company, its various operations and the industry segments of which it is a part. Further, they meet without the presence of the Company's Management Personnel to discuss matters pertaining to the Company's affairs and put forth their combined views to the Managing Director of the Company.

Site visits to various plant locations are organized for the Independent Directors to enable them to understand the operations of the Company.

D. DIRECTORS' MEMBERSHIP IN BOARD/COMMITTEES OF OTHER COMPANIES

In terms of the Listing Agreement, none of the Directors on the Company's Board is a member of more than ten committees and Chairman of more than five committees (Committees being, Audit Committee and Investors' Grievance Committee) across all the Companies in which they are Director. All the Directors have made necessary disclosures regarding Committee positions held by them in other Companies and do not hold the office of Director in more than ten public Companies.

E. BOARD MEETINGS

During the financial year 2014-15, the Board of Directors met Six (6) times on the following dates:

a) 08.05.2014 b) 30.05.2014 c) 07.07.2014 d) 06.08.2014 e) 14.11.2014 f) 13.02.2015

The Company has held at least one Board meeting in every three months. The maximum gap between any two meetings was less than four months, as stipulated under Clause 49 of the Listing Agreement.

F. INFORMATION SUPPLIED TO THE BOARD

The Board has complete access to all information with the Company. The information is provided to the Board on regular basis and the agenda papers for the meetings are circulated in advance of each meeting, Besides the business items, the agenda includes the items required to be considered by the Board of Directors as per the Listing Agreement for discussion and consideration at Board Meetings.

G. APPOINTMENT / RE-APPOINTMENT OF DIRECTORS

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

The brief resume and other details relating to Ms. Aartii Topiwaala, Director who is proposed to be re-appointed, as required to be disclosed under Clause 49 of the Listing Agreement, has been mentioned in the Statement annexed to Notice.

H. CERTIFICATE ON COMPLIANCE WITH CODE OF CONDUCT

I hereby confirm that the Company has obtained from all the members of the Board and Senior Management, affirmation that they have complied with the code of conduct for Directors and Senior Management in respect of the Financial Year ended on 31st March, 2015.

III. BOARD COMMITTEES

A. AUDIT COMMITTEE

Composition:

Meetings:

During the Financial Year 2014-15, the Audit Committee met four times. The details of meeting and attendance are given on Page no. 29 of this Report. The time gap between any two meetings was less than four months.

The Company Secretary is acting as Secretary of the Audit Committee and the meetings were also attended by Chief Financial Officer of the Company who was present there as invitee.

The Chairman of the Audit Committee was present at the last Annual General Meeting, to answer the Shareholders' Queries. The Committee, in its meeting held on 30th May, 2015 reviewed the Annual Accounts for the period ended 31st March, 2015.

Terms of Reference:

The terms of reference/Powers of the Audit Committee are as under:

Powers of Audit Committee

The Audit Committee shall have powers, which should include the following:

1) To investigate any activity within its terms of reference.

2) To seek information from any employee.

3) To obtain outside legal or other professional advice.

4) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

1) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a) Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b) Changes, if any, in accounting policies and practices and reasons for the same

c) Major accounting entries involving estimates based on the exercise of judgment by management

d) Significant adjustments made in the financial statements arising out of audit findings

e) Compliance with listing and other legal requirements relating to 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, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8) Approval or any subsequent modification of transactions of the company with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management systems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13) Reviewing the adequacy of internal audit function, 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;

14) Discussion with internal auditors of any significant findings and follow up there on;

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18) To review the functioning of the Whistle Blower mechanism;

19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE

The scope of the activities of the Nomination and Remuneration Committee includes, recommending to the Board, the appointment / re-appointment of Executive Director, to consider, approve and recommend the remuneration of the Whole Time Director/Managing Director.

Terms of Reference:

The terms of reference/Powers of the Nomination and Remuneration Committee are as under:

1) To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal

2) To carry out evaluation of every Director's performance

3) To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees

4) To formulate the criteria for evaluation of Independent Directors and the Board

5) To devise a policy on Board diversity

6) To recommend/review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria

7) To administer, monitor and formulate detailed terms and conditions of the Employees' Stock Option Scheme including:

a) the quantum of options to be granted under Employees' Stock Option Scheme per employee and in aggregate;

b) the conditions under which option vested in employees may lapse in case of termination of employment for misconduct;

c) the exercise period within which the employee should exercise the option, and that the option would lapse on failure to exercise the option within the exercise period;

d) the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

e) the right of an employee to exercise all options vested in him at one time or various points of time within the exercise period;

f) the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions, such as rights issues, bonus issues, merger, sale of division and others;

g) the granting, vesting and exercising of options in case of employees who are on long leave; and

h) the procedure for cashless exercise of options.

8) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

9) To perform such other functions as may be necessary or appropriate for the performance of its duties.

Meeting Details

Two meetings of the Nomination and Remuneration Committee were held during the year. The details of meeting and attendance are given on Page no. 29 of this Report.

C. RISK MANAGEMENT COMMITTEE

The Risk Management Committee (RM Committee) was constituted by the Board on November 14, 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Role and Responsibilities:

Role and Responsibilities of the Committee includes the following:

1) Framing of Risk Management Plan and Policy.

2) Overseeing implementation of Risk Management Plan and Policy.

3) Monitoring of Risk Management Plan and Policy Validating the process of risk management.

4) Validating the procedure for Risk Minimisation.

5) Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

6) Continually obtaining reasonable assurance from management that all known and emerging risks have been identified and mitigated or managed.

7) Performing such other functions as may be necessary or appropriate for the performance of its oversight function.

Meeting Details

One meeting of the Committee was held during the year and the details of meeting and attendance are given on Page no. 29 of this Report.

D. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

Terms of Reference

The Shareholders' Relationship Committee has been constituted to specifically look into the redressal of Shareholders' complaints and other Stakeholders related issues. The scope of activities of the Committee is to look into specific investor complaints, approve the transfer/transmission of shares, approve issue of duplicate share certificate, etc.

The Shareholders' Relationship Committee three times during the year and the details of meeting and attendance are given on Page no. 29 of this Report.

Compliance Officer

Mr. Anurag Srivastava, Company Secretary of the Company is the Compliance Officer as per the requirements of the Listing Agreement.

E. SHARE TRANSFER COMMITTEE

The Share Transfer Committee is formed as per the requirement of relevant rules exclusively to look into share transfer and related applications received from shareholders, with a view to accelerate the transfer procedures. The Committee comprises three Directors of the Board namely Mr. Hiitesh Topiiwaalla, Ms. Aartii Topiwaala and Mr. V.N. Mehta.

The Committee inter alia considers applications for transfer, transmission, split, consolidation of share certificates and cancellation of any share certificate in compliance with the provisions in this regard. The Committee is authorised to sign on consolidation, splitting or in lieu of share certificates lost, defaced or destroyed.

The Committee meets at regular intervals to approve the share transfers and other related matters.

IV. POLICIES

A. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable for Directors, Managers, Officers and Associates.

The Company has adopted this Code of Conduct and Ethics as a testimony of its commitment to adhere to the standards of loyalty, honesty, integrity and the avoidance of conflicts of interest. The rules and principles set forth in this code are general in nature and the compliance with the code shall be ensured read with other applicable policies and procedures of the company. The Directors, Managers, Officers and Associates may contact the Head-HR or the Compliance Officer for assistance in interpreting the requirements of this code.

The Code is applicable to Board Members and Senior Management to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical Conduct of Business and Compliance of Law. The Code includes -

a) Compliance with Laws, rules & regulations

b) Conflict of Interest

c) Reporting standards

d) Competition and fair dealing

e) Whistle blower policy

f) Policy against retaliation

g) Compliance with code

h) Independent Directors - Roles and Responsibilities

A copy of the Code has been put on the Company's website (www.parammount.com ). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

A declaration signed by the Company's Managing Director and Chief Financial Officer is published in this Report.

B. RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together governs how the Company conducts the business and manages associated risks. The Company has introduced several improvements to Risk Management, Internal Controls Management and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

C. POLICY FOR SELECTION OF DIRECTORS AND PERFORMANCE EVALUATION

The Nomination and Remuneration Committee of the Company approved an Evaluation Policy during the year, which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors. The Policy provides that evaluation of the performance of the Board as a whole, Board Committees and Directors shall be carried out on an annual basis.

The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience and competencies, performance of specific duties and obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution and independent judgment.

D. REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The objective of this policy is directed towards having a compensation philosophy and structure that will reward and retain talent.

The Remuneration to Managing Director shall take into account the Company's overall performance, MD's contribution for the same & trends in the industry in general, in a manner which will ensure and support a high performance culture.

Non-Executive Directors shall be paid a sitting fee of Rs. 5,000/- for every meeting of the board attended by them as member.

The Remuneration to others will be such as to ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

The Company has no stock options plans and no payment by way of bonus, pension, incentives etc. shall be paid.

Remuneration to Directors, Key Managerial Personnel and Senior Management will involve a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The above criteria and policy are subject to review by the Nomination & Remuneration committee & the Board of Directors of the Company.

E. WHISTLE BLOWER

Compliant and Investigation Procedures for Accounting, Internal Accounting Controls, Fraud, Auditing Matters or others:

All Directors, Managers, Officers, and Associates of the Company are responsible to report in good faith, questionable accounting/auditing matters, internal accounting controls, financial reporting (Accounting Complaints), any violations, fraudulent/unethical practices, misconduct or such other genuine concerns, which are against the interests of the Company. It is the policy of the Company to treat such complaints seriously and expeditiously.

The reporting, which will be free of retaliation and discrimination, shall be in writing either by way of email or letter. While the policy encourages Directors, Managers, Officers, and Associates to disclose their names, the reporting may also be made anonymously.

The reporting for other than accounting complaints may be made to the Associate-In-Charge (AIC) of the function to which the Associate belongs and the AIC in turn shall report to the Managing Director. However, if Associate is unwilling or unable to report or complaint through AIC for any specific reason, he may directly report or complain to the MD or the Chairman of the Audit Committee, by disclosing the reason for doing so. In case of key management personnel at all the levels and head of various function, the reporting may be directly made to the MD or the Chairman of the Audit Committee. In regard to the accounting complaints, the reporting shall be made to the Compliance Officer, who shall directly report to the MD or the Chairman of the Audit Committee for review and investigation under its direction.

No personnel have been denied access to the Chairman of the Audit Committee.

F. POLICY ON RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Equity Listing Agreement, the Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

This Policy specifically deals with the review and approval of Material Related Party Transactions keeping in mind the potential or actual conflicts of interest that may arise because of entering into these transactions. All Related Party Transactions are placed before the Audit Committee for review and approval.

V. REMUNERATION OF DIRECTORS

Details of Remuneration of Directors

The Company has not paid any remuneration to any of its Non-Executive Directors, except the Sitting Fees for attending meetings of the Board for which Rs. 5000/- (Rupees Five Thousand only) per meeting was paid. The aggregate amount of sitting fees paid during the financial year was Rs. 85,000/- (Rupees Eighty Five Thousand only).

VI. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report form part of the Annual Report.

XI. DISCLOSURES

(i) Related Party Transactions: During the year 2014-15, besides the transactions reported in Note 30 to the financial statement in the Annual Report, there are no materially significant related party transactions with the Directors or Management or their relatives which have potential conflict with the interest of the Company at large.

(ii) Details of Non-Compliance by the Company: The Company has complied with the requirements of the Stock Exchange, SEBI and other statutory authorities on all matters relating to capital markets during the last three years.

During the financial year 2014-15, Bombay Stock Exchange had imposed a penalty of Rs. 2,000/- (Rupees Two Thousand) under the Clause 31 of the Listing Agreement on account of Non-Submission of Annual Report before 21 days from the date of Annual General Meeting. The Company has deposited the amount of Penalty.

(iii) Whistle Blower Policy: The Company has adopted a Whistle Blower Policy and has established the necessary mechanism for employees to report concerns about unethical behavior. No personnel have been denied access to the Chairman of the Audit Committee.

(iv) Disclosure by Senior Management: Senior Management has made disclosure to the Board relating to material financial and commercial transactions stating that they did not have personal interest that could result in a conflict with the interest of the Company at large.

(v) Secretarial Audit: Pursuant to Clause 47(c) of the Listing Agreement, Certificates on half-yearly basis, have been issued by a Company Secretary in practice, for due compliance of share transfer formalities by the Company.

Pursuant to SEBI (Depositories and Participants) Regulations, 1996, Certificates have also been received from the Company Secretary in practice for timely dematerialization of the shares of the Company and for conducting a Secretarial Audit on a quarterly basis for Reconciliation of the Share capital of the Company.

(vi) Unclaimed Dividend: As per the Companies Act, 2013, Company shall transfer unpaid or unclaimed dividend for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF).

XII. MEANS OF COMMUNICATION

Quarterly Results: Publication of Results in the Newspaper

Newspaper wherein results normally published: Western Times (English) and Western Times (Gujarati) in Gujarat

XIII. GENERAL SHAREHOLDER INFORMATION

1. AGM:

Date : September 30, 2015 Time : 11:00 a.m.

Venue : VIA Hall, Vapi Industrial Association, Plot No. 135, VIA House, GIDC, Vapi- 396 195, Gujarat

2. FINANCIAL YEAR:

01st April, 2014 to 31st March, 2015

3. DATE OF BOOK CLOSURE:

24th September, 2015 to 30th September, 2015 (both days inclusive) fixed for the purpose of payment of Dividend for the year 2014-2015.

4. DIVIDEND PAYMENT DATE:

The Board of Directors of the Company have decided to recommend dividend @ 0.60 paise per share (being 6% of the nominal value of Rs.10 per share) (Proposed) for the financial year 2014-15, subject to the approval of the shareholders in the forthcoming AGM.

(i) The dividend, if declared at the Annual General Meeting, would be paid/dispatched within 30 days from the date of declaration at the ensuing Annual General Meeting to those persons or their mandates:-

a) Whose names appear as Beneficial Owners as at the end of the business hours on 23rd September, 2015 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held in electronic mode; and

b) Whose names appear as Member in the Register of Members of the Company after giving effect to valid share transfers in physical form lodged with the Company on or before 23rd September, 2015.

(ii) The dividend amount shall be credited in the shareholders bank account directly through NECS. Alternatively Physical Warrant / Demand Draft shall be posted to the shareholders at their registered address available with the Depository/ Registrar and Share Transfer Agent.

5. LISTING ON STOCK EXCHANGE:

The Company's Shares are listed with following Stock Exchanges:

Listing

Bombay Stock Exchange Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

Scrip Name PARAMOUNT CO

Scrip Code / Scrip ID

507970 / PARMCOS-B

Listing fee: The Company is up-to-date on the payment of Annual Listing Fee

7. REGISTRAR AND TRANSFER AGENTS:

BgSE Financials Limited

Stock Exchange Towers No. 51, 1st Cross, J.C Road, Bangalore- 560 027 Ph: 080 41329661; Email: rta_admin@bfsl.co.in ; manager_rta@bfsl.co.in

8. SHARE TRANSFER SYSTEM:

The Shares are accepted for registration of transfer at the Corporate Office of the Company in addition to the office of Registrar and Transfer Agent (RTA). M/s BgSE Financial Limited is fully equipped to undertake the activities of Share Transfers and redressal of shareholders grievances.

The Company has appointed M/s. BgSE Financial Limited as Share Transfer Agents and all work relating to share transfers is executed by them. Requests from Shareholders holding shares in Physical form, received by the Company and Share Transfer Agents are processed by Registrar and Transfer Agents and subject to all documents being in order are put up for approval to the Share Transfer Committee.

9. DEMATERIALIZATION OF SHARES AND LIQUIDITY AS ON 31 MARCH, 2015:

The Company's shares are traded in physical and dematerialized form and are available for trading on both the Depositories in India - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

35,54,560 Ordinary Shares of the Company representing 73.21% of the Company's share capital is dematerialized as on 31st March, 2015.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company's shares is INE 143I01013.

Outstanding ADRs/GDRs/Warrants or any convertible instruments, conversion date and likely impact on equity: Not Applicable

10. PLANT LOCATION:

Vapi : A-1/2211, III Phase, G.I.D.C. Vapi - 396 195 Dist : Valsad, Gujarat

Daman : 168/244 & 168/245, Dabhel Industrial Society Limited, Dabhel, Daman - 396210

Shoolagiri: Survey No. 124/3B, Chennapalli Village, Shoolagiri, Hosur Taluk, Krishnagiri - 635117, Tamilnadu

11. ADDRESS FOR CORRESPONDENCE:

Paramount Cosmetics (India) Limited

902-904, 9th Floor, Prestige Meridian - 1, No. 29, M.G. Road, Bangalore - 560 001

Phone: +91 080 2532 0870 / 71; Email: compliance.officer@parammount.com ; Website: www.parammount.com

Investors Relation Centers

Corporate Office

Paramount Cosmetics (India) Limited

902-904, 9th Floor, Prestige Meridian - I No. 29, M.G. Road, Bangalore - 560 001

Phone: +91 080 2532 0870 / 71

Email: compliance.officer@parammount.com

Registered Office

Paramount Cosmetics (India) Limited

A-1/2211, III Phase, G.I.D.C. Vapi - 396195 Gujarat

Email: compliance.officer@parammount.com

XIV. NON MANDATORY REQUIREMENTS

The status / extent of compliance of non mandatory requirements are as follows:

S. No. Non Mandatory Provisions Status

1. The Board:

Maintenance of Non-Executive Chairman's Office

Not Applicable

2. Shareholders' rights:

Half-yearly financial performance and summary of significant events may be sent to each household of shareholders.

The half-yearly financial results are published in widely circulating national and local dailies at the place of the registered office of the Company.

3. Audit qualifications:

The Company may move towards the regime of unqualified financial statements.

The Company has no qualification in F.Y. 2014-15

4. Separate Posts of Chairman and CEO:

The Company may appoint separate person to the post of Chairman and Managing Director/CEO

Not Applicable

5. Reporting of Internal Auditor:

The Internal Auditor may report directly to the Audit Committee

The Internal Auditor reports directly to the Audit Committee

On behalf of Board of Directors

Sd/- Hiitesh Topiiwaalla

Managing Director

Place: Bangalore

Dated: 10th August, 2015