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Paramount Communications Ltd. AGM Information 2024

Aug 28, 2024

59350_rns_2024-08-28_043bddf0-0329-4d2e-8c95-2fb6102ceec8.pdf

AGM Information

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NOTICE 1

Notice

NOTICE IS HEREBY GIVEN THAT THE THIRTEETH ANNUAL GENERAL MEETING (“AGM”) OF PARAMOUNT COMMUNICATIONS LIMITED will be held on THURSDAY, 19th SEPTEMBER 2024 at 11.30 a.m., Indian Standard Time (“IST”), through Video Conferencing/ Other Audio-Visual Means (“VC/OAVM”) facility to transact following business:

ORDINARY BUSINESS:

  1. To consider and adopt the Annual Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2024 including the Balance Sheet as on March 31, 2024, the statement of Profit and Loss and the Cash Flow Statement for the financial year ended on that date and the reports of the Board of Directors and Auditors thereon, and, in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolutions as Ordinary Resolutions :

  2. a) “ RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2024, and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

  3. b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2024, and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

  4. To appoint Sh. Sandeep Aggarwal (DIN: 00002646) , who retires by rotation as a director 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 in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Sh. Sandeep Aggarwal (DIN: 00002646), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.”

SPECIAL BUSINESS:

  1. To Appoint Mr. Dhruv Aggarwal to the Office or Place of Profit in the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3) (b) of the Companies (Meetings of Board and its Powers) Rule, 2014 and other applicable provisions, if any (including any statutory modifications(s) or re-enactment thereof, for the time being in force) and as per the recommendation and approval of the Nomination and Remuneration Committee, Audit Committee and Board of Directors in their meetings held on August 08, 2024, approval of the shareholders be and is hereby accorded to appoint Mr. Dhruv Aggarwal, who is a relative of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Executive Directors of the Company, as President-Strategy to hold an office or place of profit with effect from October 01, 2024 at an annual remuneration of ₹ 60.00 lakhs ( Rupees Sixty lakhs only) per annum and such other perquisites which shall not exceed ₹ 12.00 lakhs per annum, in accordance with the Company rules.

RESOLVED FURTHER THAT the Company’s contribution for him to provident fund, superannuation fund or annuity fund in accordance with the Rules and Regulations of the Company. Such contribution will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 and gratuity, leave and other entitlement shall be paid as per Company’s policy.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

4. To Appoint Mr. Tushar Aggarwal to the Office or Place of Profit in the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3) (b) of the Companies (Meetings of Board and its Powers) Rule, 2014 and other applicable provisions, if any (including any statutory modifications(s) or re-enactment thereof, for the time being in force) and as per the recommendation and approval of the Nomination and Remuneration Committee, Audit Committee and Board of Directors in their meetings held on August 08, 2024, approval of the shareholders be and

Annual Report 2023-24 Paramount Communications Limited

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is hereby accorded to appoint Mr. Tushar Aggarwal, who is a relative of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Executive Directors of the Company, as President-Operations to hold an office or place of profit with effect from October 01, 2024 at an annual remuneration of ₹ 60.00 lakhs ( Rupees Sixty lakhs only) per annum and such other perquisites which shall not exceed ₹ 12.00 lakhs per annum, in accordance with the Company rules.

RESOLVED FURTHER THAT the Company’s contribution for him to provident fund, superannuation fund or annuity fund in accordance with the Rules and Regulations of the Company. Such contribution will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 and gratuity, leave and other entitlement shall be paid as per Company’s policy.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

5. To Appoint Mr. Parth Aggarwal to the Office or Place of Profit in the Company.

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3) (b) of the Companies (Meetings of Board and its Powers) Rule, 2014 and other applicable provisions, if any (including any statutory modifications(s) or re-enactment thereof, for the time being in force) and as per the recommendation and approval of the Nomination and Remuneration Committee, Audit Committee and Board of Directors in their meetings held on August 08, 2024, approval of the shareholders be and is hereby accorded to appoint Mr. Parth Aggarwal, who is a relative of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Executive Directors of the Company, as President-Marketing to hold an office or place of profit with effect from October 01, 2024 at an annual remuneration of ₹ 60.00 lakhs ( Rupees Sixty lakhs only) per annum and such other perquisites which shall not exceed ₹ 12.00 lakhs per annum, in accordance with the Company rules.

RESOLVED FURTHER THAT the Company’s contribution for him to provident fund, superannuation fund or annuity fund in accordance with the Rules and Regulations of the Company. Such contribution will not be included in the computation of the ceiling on perquisites to the extent

these either singly or put together are not taxable under the Income Tax Act, 1961 and gratuity, leave and other entitlement shall be paid as per Company’s policy.

RESOLVED FURTHER THAT the Board or any duly constituted Committee of the Board, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

6. Increase in Authorised Share Capital of the Company

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution :

“RESOLVED THAT Pursuant to the provisions of Section 61, Section 64, Section 13 and Rules made there under and other applicable provisions, if any of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force) read with the enabling provisions of the Articles of Association of the Company, the Authorised Share Capital of the Company be and is hereby increased from the existing ₹ 80,00,00,000/- (Rupees Eighty Crores only) divided into 35,00,00,000 ( Thirty Five Crores Only) Equity Shares of ₹ 2/- ( Rupees Two only) each and 10,00,000 ( Ten Lakhs only ) Redeemable Preference Shares of ₹ 100/-( Rupees One Hundred only) each to ₹ 90,00,00,000/- (Rupees Ninety Crores only) divided into 40,00,00,000 ( Forty Crores Only) Equity Shares of ₹ 2/- ( Rupees Two only) each and 10,00,000 ( Ten Lakhs only ) Redeemable Preference Shares of ₹ 100/-( Rupees One Hundred only) each by the addition there to a sum of ₹ 10,00,00,000/- (Rupees Ten Crores only) divided into 5,00,00,000 ( Five Crores Only) Equity Shares of ₹ 2/- ( Rupees Two only) each ranking pari-passu in all respects with the existing equity shares of the Company.

RESOLVED FURTHER THAT Pursuant to the provisions of Section 61, Section 64, Section 13 and Rules made there under and other applicable provisions, if any of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force) read with the enabling provisions of the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to modify the Clause V of Memorandum of Association with the following Clause V

  • “V. The Authorised Share Capital of the Company is **90,00,00,000 (Rupees Ninety Crores) divided into 40,00,00,000 (Forty Crore) Equity Share of** 2/- (Rupees Two) each and 10,00,000 (Ten lacs) Redeemable Preference Shares of ` 100/- (Rupees One Hundred) each with such rights and privileges and conditions attached thereto or as may be

Paramount Communications Limited Annual Report 2023-24

NOTICE 3

determined by the Board of Directors at the time of issue. The Company shall always have the power to divide the Authorised Share Capital from time to time into different classes and to vary, modify or abrogate any rights, privileges or conditions attached to any class of share in such manner as may be decided by the Board of Directors of the Company.

RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

7. To Approve Raising of Funds in one or more tranches, by Issuance Of Equity Shares and/or Other Eligible Securities

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution :

“RESOLVED THAT pursuant to sections 23, 42, 62 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder (“ the Act ”) (including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), and each including any amendment(s), statutory modification(s), or re-enactment(s) thereof for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”) and the Foreign Exchange Management Act, 1999 including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules, regulations, circulars or notifications issued thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; the listing agreements entered into by the Company with the stock exchanges where the equity shares of face value of ₹ 2/- each of the Company are listed (“ Stock Exchanges ”, and such equity shares, the “ Equity Shares ”); and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India (“ GOI ”), Ministry of Corporate Affairs (“ MCA ”), Reserve Bank of India

(“ RBI ”), Securities and Exchange Board of India (“ SEBI ”), Stock Exchanges, Registrar of Companies (“ RoC ”) and such other statutory/regulatory authorities), and subject to all approvals, permissions, consents, and/or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GOI, RoC, or any other concerned statutory/ regulatory authority, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and/or sanctions by any of the aforesaid authorities, which may be agreed to by the board of directors of the Company (“ Board ”, which term shall include any committee which the Board of Directors may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot such number of Securities (as defined hereinafter), for cash or otherwise, with or without green shoe option, by way of an issuance of any instrument or security, including equity shares, fully or partly convertible debentures, non-convertible debentures along with warrants, any other equity based securities, or any combination thereof (all of which are hereinafter referred to as “ Securities ”), in one or more tranches and/or one or more issuances, simultaneously or otherwise for an aggregate amount of up to and not exceeding ₹ 4,000.00 million (inclusive of such premium to face value as may be fixed on such Securities), whether rupee denominated or denominated in one or more foreign currencies, including by way of qualified institutions placement(s), preferential allotment or a private placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws to the eligible investors in the course of domestic or international offerings, through issue of placement document and/or other permissible/ requisite offer documents or other permissible/ requisite documents/writings/circulars/memoranda in such a manner to any eligible person, including qualified institutional buyers in accordance with the Chapter VI of the SEBI ICDR Regulations, or otherwise, foreign/ resident investors (whether institutions, banks, incorporated bodies, mutual funds, individuals, trustees, stabilizing agent or otherwise), venture capital funds, alternative investment funds, foreign portfolio investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension funds and/or any other categories of investors, who are authorised to invest in the Securities of the Company as per extant regulations/guidelines or any combination of the above, whether they being existing holders of the Securities or not (collectively referred to as the “ Investors ”), as may be decided by the Board in its absolute discretion and permitted under applicable laws and regulations, at such price or prices, at a discount or premium to market price or prices permitted under applicable laws, with authority to retain over subscription up to such percentage as may be

Annual Report 2023-24 Paramount Communications Limited

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permitted under applicable regulations and in such manner and on such terms and conditions, including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner as may be prescribed under applicable laws, and without requiring any further approval or consent from the members at the time of such issue and allotment, considering the prevailing market conditions and other relevant factors in consultation with the merchant banker to be appointed by the Company so as to enable the Company to list its Securities on any stock exchange in India.

RESOLVED FURTHER THAT in the event Company proposes to issue and allot any Securities by way of Qualified Institutions Placement (“QIP”) to Qualified Institutional Buyers (“ QIBs ”) in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning of SEBI ICDR Regulations):

  • I. The Eligible Securities to be so created, offered, issued, and allotted, shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company;

  • II. The allotment of the Eligible Securities shall be completed within 365 days from the date of passing of the special resolution by the Shareholders or such other time as may be allowed under the Act and/ or SEBI ICDR Regulations, from time to time;

  • III. The Equity Shares which are proposed to be allotted through QIP or pursuant to conversion or exchange of eligible Securities being offered through QIP, have been listed on a stock exchange for a period of at least one year, calculated on a date prior to issuance of this notice to shareholders of the Company;

  • IV. The Equity Shares issued and allotted under the Issue or allotted upon conversion of the equity linked instruments issued in QIP shall rank pari-passu inter se in all respects including with respect to entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company in all respects;

  • V. The relevant date for determination of the floor price of the Eligible Securities to be issued shall be:

  • (i) in case of allotment of Equity Shares, the date of meeting in which the Board decides to open the issue, and/or,

  • (ii) in case of allotment of eligible convertible Securities, either the date of the meeting in which the Board decides to open the issue of such

convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board;

  • VI. The Eligible Securities (excluding warrants) shall be allotted as fully paid up;

  • VII. The issuance and allotment of the Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (“Floor Price”), the Act and other applicable laws, and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. However, the Board, in consultation with the book running lead manager, may offer a discount of not more than 5% or such other percentage as may be permitted under applicable law on the Floor Price;

  • VIII. The number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of Eligible Securities shall be appropriately adjusted for corporate actions such as rights issue, stock split or consolidation of shares, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;

  • IX. In accordance with Regulation 176(3) under Chapter VI of SEBI ICDR Regulations, no partly paid-up Equity Shares or other Securities shall be issued / allotted;

  • X. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations from time to time;

  • XI. No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations and in accordance with Regulation 179(2) under Chapter VI of SEBI ICDR Regulations a minimum of 10% of the Securities, pursuant to QIP, shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion may be allotted to other QIBs;

Paramount Communications Limited Annual Report 2023-24

NOTICE 5

  • XII. The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed by the SEBI, from the date of the QIP to be undertaken pursuant to the special resolution;

  • XIII. The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment; and

  • XIV. Application for allotment of Eligible Securities, and allotment of Eligible Securities through the QIP shall be in accordance with the criteria provided under Chapter VI of the SEBI ICDR Regulations. No allotment shall be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company.

RESOLVED FURTHER THAT the consent of the members of the Company, be and is hereby accorded to Board or its duly constituted committee thereof, to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering. All such Equity Shares shall rank pari-passu with the existing Equity Shares in all respects.

RESOLVED FURTHER THAT in case of offering of any Securities, including without limitation any securities convertible into equity shares, consent of the members of the Company be and is hereby accorded to the Board or its duly constituted committee thereof to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue/ offering in respect of such Securities and such equity shares shall rank pari passu with the existing equity shares of the Company in all respects, except as may be provided otherwise under the terms of issue/ offering and in the offer document and/or placement document and/or offer letter and/or offering circular and/or listing particulars, in accordance with the applicable laws.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or a committee thereof, in consultation with the lead manager, advisors and/or other intermediaries as may be appointed in relation to the Issue, be and is hereby authorized to do such acts, deeds, matters and take all steps as may be necessary including without limitation, the determination of the terms and conditions of the QIP including among other things, the date of opening and closing of the QIP, the class of investors to whom the Securities are to be issued, determination of the number of

Securities, tranches, issue price, finalisation and approval of preliminary and final placement document(s), interest rate, listing, premium/discount, permitted under applicable law (now or hereafter), conversion of Securities, if any, redemption, allotment of Securities, listing of securities at Stock Exchange(s) and to sign and execute all deeds, documents, undertakings, agreements, papers, declarations and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, the preliminary placement document and the placement document, placement agreement, escrow agreement and any other documents as may be required, approve and finalise the bid cum application form and confirmation of allocation notes, seek any consents and approvals as may be required, provide such declarations, affidavits, certificates, consents and/or authorities as required from time to time, finalize utilisation of the proceeds of the QIP, give instructions or directions and/or settle all questions, difficulties or doubts that may arise at any stage from time to time, and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the MCA, the book running lead manager, or other authorities or intermediaries involved in or concerned with the QIP or any other mode of issuance of Securities and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, and that all or any of the powers conferred on the Board pursuant to this resolution may be exercised by the Board to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.

RESOLVED FURTHER THAT the Board or duly constituted committee thereof, be and is hereby authorized by the members of the Company to approve, finalise, execute, ratify, and/or amend/modify agreements and documents, including any power of attorney, lock up letters, and agreements in connection with the appointment of any intermediaries and/ or advisors (including for marketing, listing, trading and appointment of book running lead manager/ legal counsel/ bankers/ advisors/ registrars/monitoring agency and other intermediaries as required) and to pay any fees, commission, costs, charges and other expenses in connection therewith.

RESOLVED FURTHER THAT the Board or duly constituted committee thereof is authorised by the members of the Company to seek the listing of Eligible Securities on any stock

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exchange(s) submitting the listing applications to such stock exchange(s) and taking all actions that maybe necessary in connection with obtaining such listing approvals (both in-principal and final listing and trading approvals), filing of requisite documents/making declarations with the MCA, RoC, RBI, SEBI and any other statutory/regulatory authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws as maybe necessary to give effect to this resolution.

RESOLVED FURTHER THAT the Board or duly constituted committee, thereof is authorised by the members of the Company to open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board.

RESOLVED FURTHER THAT subject to applicable law, the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things and also to execute such documents, writings etc., and to represent the Company before any governmental authorities, as may be necessary to give effect to this resolution.”

RESOLVED FURTHER THAT , Mr. Sanjay Aggarwal, Chairman & CEO, Mr. Sandeep Aggarwal, Managing Director, Mr. Shambhu Kumar Agarwal, Chief Finance Officer and Ms. Rashi Goel, Company Secretary and Compliance Officer of the Company be and are hereby severally authorised to certify the true copy of this resolution and forward the same to any person or authority for their record and necessary action.”

8. Ratification of Remuneration payable to the Cost Auditors for the financial year ending March 31, 2025

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the members of the Company hereby ratify the remuneration of ` 75,000/- (Rupees Seventy Five Thousand only), plus applicable taxes and out of pocket expenses at actuals, if any, payable to M/s Jain Sharma & Associates, Cost Accountants ( Firm Registration No. : 000270) who have been appointed by the Board of Directors on the recommendation of the Audit Committee, as Cost Auditors of the Company to conduct the Audit of the Cost Records maintained by the Company as prescribed under the Companies (Cost Record and Audit) Rules, 2014, as amended, for the financial year ending 31 March 2025.”

By Order of the Board Paramount Communications Limited

Sd/- (Rashi Goel) Company Secretary Dated: 08.08.2024 M. No.: FCS9577 Place: New Delhi CIN: L74899DL1994PLC061295 Regd. Office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

Paramount Communications Limited Annual Report 2023-24

NOTICE 7

NOTES:

  1. Pursuant to Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 19/2021, 21/2021 2/2022 dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021, December 08, 2021, December 14, 2021 and May 05, 2022 and December 28, 2022 followed by General Circular No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “MCA Circulars”) and ‘SEBI’ Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023 (hereinafter referred to as “SEBI Circulars”) physical attendance of the Members to the AGM venue is not required and Annual General Meeting (AGM) be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/ OAVM. The Registered office of the Company shall be deemed to be the venue for the AGM.

  2. Since this AGM is being held through VC/OAVM pursuant to the Circular issued by Ministry of Corporate Affairs having Circular No. 09/2023 dated September 25, 2023, read along with above mentioned MCA Circulars and SEBI circular dated October 07, 2023, this AGM is being held through VC / OAVM, where physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

  3. Institutional / Corporate Members are required to send a scanned copy (pdf/jpg format) of its Board or governing body resolution / Authorisation letter etc. authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said resolution / authorisation shall be sent to the scrutinizer at his E-mail ID [email protected].

  4. In case of joint holders attending the Annual General Meeting, only such joint holder who is higher in order of names will be entitled to vote.

  5. The Register of Members and Share Transfer Books will remain closed from September 13, 2024 to September 19, 2024 (both days inclusive).

  6. Pursuant to Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of Listing Regulations, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at AGM by electronic means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on September 12, 2024, i.e., the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on the resolutions set forth in this Notice.

  7. The Board of Directors of the Company has appointed Mr. Abhishek Mittal, Practicing Company Secretary, M/s Abhishek Mittal & Associates, as the Scrutinizer to scrutinize the remote e-voting and voting at AGM in a fair and transparent manner.

  8. Any person who acquires shares of the Company and becomes a Member of the Company after sending the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at enotices@ linkintime.co.in.

  9. In compliance with the aforesaid MCA Circulars and SEBI Circular dated September 25, 2023 and October 07, 2023 respectively, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company’s website www.paramountcables.com under Investor Relations Section, websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com respectively, and on the website of Company’s Registrar and Share Transfer Agent, Link Intime India Private Limited https://instavote.linkintime.co.in.

  10. In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Sandeep Aggarwal (Holding DIN: 00002646) retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment and the re-appointment as such director shall not be deemed to constitute a break in his office.

  11. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the special businesses specified under Item No. 3 to Item No. 8 is annexed hereto. The relevant details, pursuant to Regulations 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director(s) seeking reappointment at this AGM is annexed.

  12. All documents referred to in the Notice and accompanying Explanatory Statement, as well as the Annual Report, are open for inspection at the Registered Office of the Company on all working days during normal business hours up to the date of the Meeting.

  13. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

Annual Report 2023-24 Paramount Communications Limited

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  1. Members who have not registered their e-mail address so far are requested to register their e-mail address for receiving all communication(s) including Annual Report, Notices and Circulars etc. from the Company electronically. Members holding shares in physical form are requested to notify any change of address, bank mandates, if any, to the to the Company/Registrar and Transfer Agent i.e., M/s. Link Intime India Private Limited, Noble Heights, 1st Floor, Plot No. NH- 2, C-1 Block, LSC, Janakpuri, New Delhi-110058, Ph:- +91-11- 41410592/93/94, Fax:- +91-1141410591 or to their respective depository participants if the shares are held in electronic form.

  2. SEBI vide its latest Circular dated November 17, 2023, in supersession of earlier Circulars, has reiterated that it is mandatory for all holders of physical securities to furnish their PAN as well as KYC Documents to the RTA (Registrar and Share Transfer Agent) of the Company in respect of all concerned Folios. SEBI has introduced Form ISR - 1 along with other relevant forms to lodge any request for registering PAN, KYC details or any change/ updation thereof. In terms of the aforesaid SEBI Circular, effective from January 01, 2022, any service requests or complaints received from the member, are not processed by RTA till the aforesaid details/ documents are provided to RTA.

  3. Members may also note that SEBI vide its Circular dated January 25, 2022 has mandated listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the Company’s website at https://paramountcables.com/ updates and on the website of the Company’s Registrar and Transfer Agents, Link Intime India Private Limited at www.linkintime.co.in. It may be noted that any service request can be processed only after the folio is KYC Compliant. You are requested to kindly take note of the same and update your particulars timely.

  4. Pursuant to Section 72 of the Companies Act, 2013 read with Rule 19(1) of the Rules made thereunder, Shareholders are entitled to make nomination in respect of shares held by them in physical form. Shareholders desirous of making nominations are requested to send their requests in Form SH.13, which is available on the website of the Company. Further, SEBI vide its Circular dated March 16, 2023 has

mandated to furnish Form ISR-3 or SH-14 as the case may be, if a member desires to opt out or cancel the earlier nomination and record a fresh nomination.

  1. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023 and SEBI/HO/OIAE/OIAE_ IAD-1/P/CIR/2023/135 dated August 04, 2023, read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has announced the introduction of a Common Online Dispute Resolution Portal (“ODR Portal”) , to strengthen the existing investor grievance handling mechanism through SCORES by making the entire redressal process of grievances in the securities market comprehensive by providing a solution that makes the process more efficient by reducing timelines and by introducing auto-rotating and auto escalation of compliant.

Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTA/ Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal named “ SMART ODR ” can be accessed through the URL: https:// smartodr.in/login.

  1. The Securities and Exchange Board of India vide its Circular No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and BSE Circular Ref. No. LIST/COMP/15/2018-19 dated July 05, 2018 and NSE Circular Ref. No. NSE/CML/2018/26 dated July 09, 2018, as modified by the Securities and Exchange Board of India vide its Circular No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018 has amended Regulation 40 of SEBI (LODR) Regulations, which mandated that transfer of securities with effect from April 01, 2019 would be in dematerialized form only. Members holding shares in physical form are requested to take necessary steps with their respective Depository Participants to dematerialize their physical shares.

  2. Members desiring any information on the accounts at the AGM are requested to write to the Company at least 7 days in advance through E-mail at [email protected]. The same shall be replied by the Company accordingly.

  3. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection in electronic mode will be made available electronically for inspection by Members of the Company during the meeting.

  4. Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Members, whose unclaimed dividend/shares have been transferred to

Paramount Communications Limited Annual Report 2023-24

NOTICE 9

IEPF, may claim the same by making an online application to the IEPF Authority in web form No. IEPF-5 available on www.iepf.gov.in. For details, please refer to the Corporate Governance Report which is a part of this report.

  1. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting (Insta Poll) and votes cast through remote e-voting, make a consolidated Scrutinizer’s Report and submit the same to the Chairman. The result of e-voting along with the consolidated Scrutinizer’s Report, will be placed on the website of the Company: www.paramountcables.com and on the website of link Intime at: https://instavote.linkintime. co.in/ The result will simultaneously be communicated to the Stock Exchanges.

  2. Subject to receipt of requisite number of votes, the Resolutions proposed in the Notice shall be deemed to be passed on the date of the Meeting, that is, Thursday, September 19, 2024.

  3. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

  4. (A) Instructions for Members to attend the Annual General Meeting through InstaMeet (VC/OAVM) are as under:

    • i) Members are entitled to attend the Annual General Meeting through VC/OAVM platform “InstaMeet” provided by the Registrar and Transfer Agent, Link Intime India Private Limited by following the below mentioned process. Facility for joining the Annual General Meeting through VC/OAVM shall open 15 minutes before the time scheduled for the Annual General Meeting and will be available to the Members on first come first serve basis. Members are requested to participate on first come first serve basis as participation through VC/OAVM will be closed on expiry of 15 (Fifteen) minutes from the scheduled time of the Annual General Meeting.

Members holding more than 2% equity shares, Promoters, Institutional Investors, Directors, KMPs, Chairpersons of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Auditors etc. may be allowed to the meeting without restrictions on account of first-come-first serve basis. Members can log in and join at 11:15 A.M. IST i.e., 15 (fifteen) minutes prior to the schedule time of the meeting and window for joining shall be kept open till the expiry of 15 (Fifteen) minutes after the schedule time.

  • ii) The details of the process to register and attend the AGM are as under:

    • a) Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “ Login ”.

      • Select the “ Company ” and ‘ Event Date ’ and register with your following details: -

        • A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

        • Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

        • Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

        • Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company

        • B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

        • C. Mobile No.: Enter your mobile number.

        • D. Email ID: Enter your email id, as recorded with your DP/Company.

      • Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

  • (B) Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:

  • Shareholders who would like to speak during the meeting must register their request at least three days in advance with the company on email [email protected].

  • Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

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  1. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

  2. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.

  3. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

  • (C) Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

  1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

  2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on ‘Submit’.

  3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

  4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against’.

  5. After selecting the appropriate option i.e. Favour/ Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

  6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred

from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact on: - Tel: 022-49186175.

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below: Individual Shareholders holding securities in demat mode with NSDL:

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

  • c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User who have not registered for NSDL IDeAS facility:

Paramount Communications Limited Annual Report 2023-24

NOTICE 11

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp “

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided with Login ID and password.

  • d) After successful login, click on “Access to e-voting”.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

  • a) Visit URL: https://www.evoting.nsdl.com/

  • b) Click on the “Login” tab available under ‘Shareholder/ Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – If registered with CDSL Easi/Easiest facility

Users who have registered for CDSL Easi/Easiest facility.

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/home/ login or www.cdslindia.com.

  • b) Click on New System Myeasi

  • c) Login with user id and password

  • d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users who have not registered for CDSL Easi/Easiest facility.

  • a) To register, visit URL: https://web.cdslindia.com/ myeasitoken/Registration/EasiRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided Login ID and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

  • a) Visit URL: https://www.cdslindia.com/

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

  • c) Click on e-voting option, members will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-voting menu.

  • d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat

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mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

  1. Visit URL: https://instavote.linkintime.co.in

  2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

  3. A. User ID:

    • Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
  4. B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

  5. C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

  6. D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

  7. Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

  8. After selecting the desired option i.e. Favour / Against, click on ‘ Submit ’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘ Yes ’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

  • f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

  - a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  - b) Click on “Investor Mapping” tab under the Menu Section

  - c) Map the Investor with the following details:
  • Shareholders holding shares in NSDL form , shall provide ‘D’ above

  • Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

  • Click “confirm” (Your password is now generated).

  • Click on ‘Login’ under ‘ SHARE HOLDER ’ tab.

  • Enter your User ID, Password, and Image Verification (CAPTCHA) Code and click on ‘ Submit ’.

Cast your vote electronically:

  1. After successful login, you will be able to see the notification for e-voting. Select ‘ View ’ icon.

  2. E-voting page will appear.

  3. Refer the Resolution description and cast your vote by selecting your desired option ‘ Favour / Against ’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

  4. a. ‘Investor ID’ -

    • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

  5. b. ‘Investor’s Name - Enter full name of the entity.

  6. c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

  7. d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

  8. d) Click on Submit button and investor will be mapped now.

  9. e) The same can be viewed under the “Report Section”.

Paramount Communications Limited Annual Report 2023-24

NOTICE 13

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) Click on ‘Votes Entry’ tab under the Menu section.

  • c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

  • d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

  • e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘ View Resolution ’ file link).

  • f) After selecting the desired option i.e., Favour / Against, click on ‘Submit’.

  • g) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) You will be able to see the notification for e-voting in inbox.

  • c) Select ‘ View ’ icon for ‘Company’s Name / Event number ‘. E-voting page will appear.

  • d) Download sample vote file from ‘Download Sample Vote File’ option.

  • e) Cast your vote by selecting your desired option ‘Favour / Against’ in excel and upload the same under ‘Upload Vote File’ option.

  • f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@ linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders Members facing any technical issue in
holding securities in login can contact NSDL helpdesk by
demat mode with NSDL sending a request atevoting@nsdl.
co.inor call at : 022 - 4886 7000 and
022 - 2499 7000
Individual Shareholders Members facing any technical issue
holding securities in in login can contact CDSL helpdesk
demat mode with CDSL by sending a request athelpdesk.
[email protected] contact at
toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

  • Click on ‘ Login ’ under ‘ SHARE HOLDER ’ tab and further Click ‘forgot password?’

  • Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/ DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

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User ID for Shareholders holding shares in Physical Form (i.e. Share Certifcate): Your User ID is Event No + Folio Number registered with the Company

User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/ Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

  • Click on ‘ Login ’ under ‘ Corporate Body/ Custodian/Mutual Fund ’ tab and further Click ‘ forgot password?

  • Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “ SUBMIT ”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/ DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

By Order of the Board Paramount Communications Limited

Sd/- (Rashi Goel) Company Secretary Dated: 08.08.2024 M. No.: FCS9577 Place: New Delhi CIN: L74899DL1994PLC061295 Regd. Office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

Paramount Communications Limited Annual Report 2023-24

NOTICE 15

EXPLANATORY STATEMENT

As required by Section 102 of the Companies Act, 2013 (“Act”), the following explanatory statement sets out all material facts relating to the business mentioned under Item Nos. 3 to 7 of the accompanying Notice:

Item No. 3

Mr. Dhruv Aggarwal holds a degree in Economics from Purdue University, Indiana, U.S.A. He has vast experience of more than 13 years in the wire and cable industry. He is dynamic personality and has worked extensively with customers in the power, telecom and railway sectors. Considering his qualification and experience, his appointment would be in the interest of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee to the related party transaction and considering his rich experience, the Board of Directors at its meeting held on 8th August, 2024 has considered and approved the appointment of Mr. Dhruv Aggarwal, as President-Strategy with effect from October 01, 2024, at an annual remuneration of ₹ 60.00 lakhs ( Rupees Sixty lakhs only) per annum and such other perquisites which shall not exceed ₹ 12.00 lakhs per annum, in accordance with the Company rules. The Company’s contribution for him to provident fund, superannuation fund or annuity fund in accordance with the Rules and Regulations of the Company. Such contribution will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 and gratuity, leave and other entitlement shall be paid as per Company’s policy.

Since, Mr. Dhruv Aggarwal, is the relative of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Executive Directors of the Company, he shall be considered as holding an office or place of profit in the Company. In accordance with the provisions of Section 188(1) (f) of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rule, 2014 and shall require approval of shareholders of the Company. In terms of the provisions of the Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 every related party transaction shall be reviewed by the Audit Committee and approved by the Board of Directors. Pursuant to the first proviso to Section 188(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, an appointment of the related party to the office or place of profit in the Company at a monthly remuneration exceeding ` 2,50,000/- shall require prior approval of the members by way of Ordinary Resolution.

In terms of Sections 188(1)(f) of the Companies Act, 2013 read with applicable rules and as per the recommendation and approval of Nomination and Remuneration Committee, Audit Committee and Board, the appointment of Mr. Dhruv Aggarwal as President-Strategy and salary payable to him for holding an office

or place of profit in the company, are in the ordinary course of business and at arm’s length basis transaction.

Therefore, the Board recommends the resolutions set out at Item No. 3 for your approval as an ordinary resolution.

Mr. Dhruv Aggarwal, being the appointee, is interested in the resolution set out at Item No.3 of the Notice. Further, Mr. Sanjay Aggarwal, Chairman & CEO and Mr. Sandeep Aggarwal, Managing Director of the Company and their relatives respectively are also deemed to be interested in the resolution, to the extent of their shareholding, if any, in the Company. Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 4

Mr. Tushar Aggarwal by qualification is a Bachelor of Science in Business Management and with International Management from Cardiff University, Cardiff, UK. He holds an expertise in the area of Business Management-Indigenous and International. He has trained extensively at the manufacturing plants and has good experience overseeing the administration and management of our business processes. He has business aptitude and relevant experience of more than 13 years in the cable Industry. Considering his qualification and experience, his appointment would be in the interest of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee to the related party transaction and considering his rich experience, the Board of Directors at its meeting held on 8th August, 2024 has considered and approved the appointment of Mr. Tushar Aggarwal, as President-Operations with effect from October 01, 2024, at an annual remuneration of ₹ 60.00 lakhs ( Rupees Sixty lakhs only) per annum and such other perquisites which shall not exceed ₹ 12.00 lakhs per annum, in accordance with the Company rules. The Company’s contribution for him to provident fund, superannuation fund or annuity fund in accordance with the Rules and Regulations of the Company. Such contribution will not be included in the computation of the ceiling on perquisites to the extent these either singly or put together are not taxable under the Income Tax Act, 1961 and gratuity, leave and other entitlement shall be paid as per Company’s policy.

Since, Mr. Tushar Aggarwal, is the relative of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Executive Directors of the Company, he shall be considered as holding an office or place of profit in the Company. In accordance with the provisions of Section 188(1) (f) of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rule, 2014 and shall require approval of shareholders of the Company. In terms of the provisions of the Section 188 of the Companies Act, 2013

Annual Report 2023-24 Paramount Communications Limited

16

and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 every related party transaction shall be reviewed by the Audit Committee and approved by the Board of Directors. Pursuant to the first proviso to Section 188(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, an appointment of the related party to the office or place of profit in the Company at a monthly remuneration exceeding ` 2,50,000/- shall require prior approval of the members by way of Ordinary Resolution.

In terms of Sections 188(1)(f) of the Companies Act, 2013 read with applicable rules and as per the recommendation and approval of Nomination and Remuneration Committee, Audit Committee and Board, the appointment of Mr. Tushar Aggarwal as President-Operations and salary payable to him for holding an office or place of profit in the company, are in the ordinary course of business and at arm’s length basis transaction.

Therefore, the Board recommends the resolutions set out at Item No. 4 for your approval as an ordinary resolution.

Mr. Tushar Aggarwal, being the appointee, is interested in the resolution set out at Item No.4 of the Notice. Further, Mr. Sanjay Aggarwal, Chairman & CEO and Mr. Sandeep Aggarwal, Managing Director of the Company and their relatives respectively are also deemed to be interested in the resolution, to the extent of their shareholding, if any, in the Company. Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 5

Mr. Parth Aggarwal by qualification is a bachelor’s in science, in Mathematics and Economics (B.Sc. Mathematics and Economics) from University of California, Los Angeles, USA. He possesses an excellent knowledge of business and Business Strategy. He has strong capabilities to strengthen the B2C business and enhance customer engagement and brand value of the company. Considering his qualification and experience, his appointment would be in the interest of the Company.

Based on the recommendation of the Nomination and Remuneration Committee and approval of the Audit Committee to the related party transaction and considering his rich experience, the Board of Directors at its meeting held on 8th August, 2024 has considered and approved the appointment of Mr. Parth Aggarwal, as President-Marketing with effect from October 01, 2024, at an annual remuneration of ₹ 60.00 lakhs ( Rupees Sixty lakhs only) per annum and such other perquisites which shall not exceed ₹ 12.00 lakhs per annum, in accordance with the Company rules. The Company’s contribution for him to provident fund, superannuation fund or annuity fund in accordance with the Rules and Regulations of the Company. Such contribution will not be included in the computation of the ceiling on perquisites to the

extent these either singly or put together are not taxable under the Income Tax Act, 1961 and gratuity, leave and other entitlement shall be paid as per Company’s policy.

Since, Mr. Parth Aggarwal, is the relative of Mr. Sanjay Aggarwal and Mr. Sandeep Aggarwal, Executive Directors of the Company, he shall be considered as holding an office or place of profit in the Company. In accordance with the provisions of Section 188(1) (f) of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rule, 2014 and shall require approval of shareholders of the Company. In terms of the provisions of the Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 every related party transaction shall be reviewed by the Audit Committee and approved by the Board of Directors. Pursuant to the first proviso to Section 188(1) of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, an appointment of the related party to the office or place of profit in the Company at a monthly remuneration exceeding ` 2,50,000/- shall require prior approval of the members by way of Ordinary Resolution.

In terms of Sections 188(1)(f) of the Companies Act, 2013 read with applicable rules and as per the recommendation and approval of Nomination and Remuneration Committee, Audit Committee and Board, the appointment of Mr. Parth Aggarwal as President-Marketing and salary payable to him for holding an office or place of profit in the company, are in the ordinary course of business and at arm’s length basis transaction.

Therefore, the Board recommends the resolutions set out at Item No. 5 for your approval as an ordinary resolution.

Mr. Parth Aggarwal, being the appointee, is interested in the resolution set out at Item No.5 of the Notice. Further, Mr. Sanjay Aggarwal, Chairman & CEO and Mr. Sandeep Aggarwal, Managing Director of the Company and their relatives respectively are also deemed to be interested in the resolution, to the extent of their shareholding, if any, in the Company. Save and except the above, none of the Directors, Key Managerial Personnel and their relatives are in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 6

The Company has come up to raise capital by way of a qualified institutions placement to eligible investors through an issuance of equity shares or other eligible securities for an amount aggregating upto ₹ 400 crore, which necessitates to increase the authorised share capital of the Company. The present Authorized Share Capital stands at ₹ 80.00 Crores only and it is proposed to increase the same by ₹ 10.00 Crores to make it ₹ 90.00 Crores.

Paramount Communications Limited Annual Report 2023-24

NOTICE 17

Pursuant to Sections 61 and 64 of the Companies Act, 2013, the consent of the Members of the Company is required for the proposed increase in the authorized share capital. Accordingly, the Board of Directors of the Company, vide its resolution passed at the meeting held on August 08, 2024, has proposed to increase the authorized share capital of the Company and seeks the approval of Members for the same by way of passing an ordinary resolution.

A copy of the Memorandum of Association of the Company duly amended will be available for inspection in the manner provided in this Notice.

The Board recommends the said resolution No. 6 to be passed as an ordinary resolution.

None of the directors, managers, key managerial personnel, and relatives of the directors, managers, key managerial personnel are interested or concerned either directly or indirectly in the above resolution except to the extent of their shareholding in the Company.

Item No.7

Particulars of the issuance of Securities: The Company proposes to raise funds aggregating to ₹ 4,000 million, through the issuance of any instrument or security, including equity shares , fully or partly convertible debentures, non-convertible debentures along with warrants, any other equity based securities, (all of which are hereinafter referred to as “Securities”), combination of any of the aforementioned Securities in one or more tranches and/ or one or more issuances simultaneously or otherwise, whether rupee denominated or denominated in one or more foreign currencies, including by way of qualified institutions placement(s), preferential allotment or a private placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws to the eligible investors through issue of placement document and/or other permissible/ requisite offer documents or other permissible/requisite documents/writings/ circulars/memoranda in such a manner to any eligible person, including qualified institutional buyers in accordance with the Chapter VI of the SEBI ICDR Regulations. The proposed special resolution seeks the enabling authorisation of the members of the Company to the Board, without the need of any further approval from the members, to issue and allot Securities in accordance with applicable laws.

Accordingly, the Board, at its meeting held on August 08, 2024, subject to the approval of the members of the Company, approved the issuance of Securities at such price and on such terms and conditions as may be deemed appropriate by the Board/its duly constituted committee at its sole and absolute discretion, taking into consideration market conditions and other relevant factors and wherever necessary, in consultation with the book running lead manager and/or other advisor(s) appointed in accordance with applicable laws, and subject to regulatory approvals (as

necessary). The Board (including any duly authorized committee thereof) may in their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the shareholders of the Company.

Objects of the Issue: The Board of directors at its meeting held on August 08, 2024 had considered a capital raising proposal for the Company to raise additional capital for inter-alia (a) capital expenditure including undertaking greenfield project, as may be finally determined by the Board, expansion of existing manufacturing facility of our Company; (b) financing for Company’s future growth and expansion inter-alia, augmenting long term cash resources to fund the organic or inorganic growth opportunities including any acquisitions in the area of its operations and adjacencies or for new business opportunities or other strategic initiatives as may be permissible under the applicable laws and approved by the Board in line with the strategy of the Company; (c) working capital requirements of our Company; or (d) for any other general purposes as may be permissible under the applicable law and approved by their Board or its duly constituted committee thereof.

The amount proposed to be utilised for general corporate purpose, shall not exceed 25% of the Gross proceeds from the Issue (after adjustment of expenses related to the Issue, if any) (“Net Proceeds”) and may be utilized for purposes as may be permissible under applicable laws, and in such a manner and proportion as may be decided by the Board from time to time in accordance with the applicable laws. The Net Proceeds shall be utilised for the Objects in the manner as specified above.

In the event, the Net Proceeds are not utilized (in full or in part) for the objects of the Issue during the period stated above or are not completely utilised for the purposes stated hereinabove, due to any reason including (i) the timing of completion of the Offer; (ii) market conditions outside the control of our Company; and (iii) any other economic, business and commercial considerations, the remaining Net Proceeds shall be utilized in subsequent periods as may be determined by the Company, in accordance with applicable laws. Further, such factors could also require Company to advance the utilisation before the scheduled deployment.

Pending utilization of the Net Proceeds from the Issue, the Company shall invest such proceeds in deposits in scheduled commercial banks or invest the funds in creditworthy instruments, including money market / mutual funds, or in any other investment as permitted under applicable laws as approved by the Board and/ or a duly authorized committee of the Board, from time to time.

The proceeds of the proposed Issue shall be utilized for any of the aforesaid purposes to the extent permitted by law. The Securities allotted would be listed on the BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”)

Annual Report 2023-24 Paramount Communications Limited

18

where the Equity Shares of the Company are listed. The issue and allotment would be subject to the availability of regulatory approvals, if any.

In case the Issue is made through a qualified institutions placement: (a) the allotment of the Securities shall be completed within a period of 365 days from passing this resolution or such other time as may be allowed under the SEBI ICDR Regulations from time to time; and (b) the pricing of the Securities that may be issued to qualified institutional buyers pursuant to a qualified institutions placement, shall be determined by the Board, in accordance with applicable laws, which shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. The aforesaid issue of Securities will be subject to receipt of requisite approvals from appropriate authorities, as may be applicable. Further, no allotment shall be made, either directly or indirectly to any QIB who is a promoter, or any person related to promoters in terms of the SEBI ICDR Regulations The resolution enables the Board to offer such discount as permitted under applicable law, on the price determined pursuant to the SEBI ICDR Regulations. The Company may, in accordance with applicable law, and in consultation with the book running lead manager, offer a discount of not more than 5% or such percentage as permitted under applicable law, on the floor price determined pursuant to the SEBI ICDR Regulations. The ‘Relevant Date’ for this purpose would be the date when the Board or a duly authorized committee of the Board decides to open the qualified institutions placement for subscription, if Equity Shares are issued, or, in case of issuance of convertible securities to QIBs by way of QIPs, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board.

The special resolution also seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies, qualified institutions buyers and/or individuals or otherwise as the Board in its absolute discretion deems fit. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities in one or more tranches and the remaining detailed terms and conditions for the Issue will be decided by the Board/ its duly constituted committee, in accordance with the SEBI ICDR Regulations and such other applicable laws, in consultation with book running lead manager and/or other advisor(s) appointed in relation to the Issue and such other authorities and agencies as may be required to be consulted by the Company, considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.

Further, the Company is yet to identify the investor(s), decide the quantum of Securities to be issued to them, and proposed timeline

within which the allotment will be completed. Hence, the details of the proposed allottees, percentage of their post Issue shareholding and the shareholding pattern of the Company, timeline of the completion of allotment are not provided. The proposal, therefore, seeks to confer upon the Board/ its duly constituted committee, the absolute discretion and adequate flexibility to determine the terms of the Issue, including but not limited to the identification of the proposed investors in the Issue and quantum of Securities to be issued and allotted to each such investor, in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; the Act; the Foreign Exchange Management Act, 1999 and the regulations made thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry & Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; and other applicable law.

The special resolution proposed in the business of the notice may result in the issue of Equity Shares of the Company to persons other than existing Members of the Company, approval of the shareholders is also being sought pursuant to the provisions of Section 42, 62(1)(c) and other applicable provisions of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Securities offered, issued, and allotted by the Company pursuant to the Issue in terms of the resolution would be subject to the provisions of the memorandum of association and articles of association of the Company and any Equity Shares that may be created, offered, issued and allotted by the Company pursuant to QIP, shall rank, in all respects, pari-passu with the existing Equity Shares of the Company.

Change in Control: There would be no change in control pursuant to the said issue of Securities. The Securities will be offered and issued to such Investors who are eligible to acquire such Securities in accordance with the applicable laws, rules, regulations and guidelines.

Securities allotted pursuant to QIP shall not be eligible to be sold for a period of one year from the date of allotment, except on the recognized Stock Exchanges, or except as may be permitted under the SEBI ICDR Regulations from time to time.

The Securities allotted as above would be listed on the Stock Exchanges. As and when the Board takes a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Paramount Communications Limited Annual Report 2023-24

NOTICE 19

The approval of the members is being sought to enable the Board to decide on the issuance of Securities, to the extent and in the manner stated in the special resolution, as set out in item no. 7 of this notice, without the need for any fresh approval from the members of the Company in this regard.

If the Issue is made through a QIP, the Promoters will not participate in the Issue. Further, none of the directors or key managerial personnel or promoters intend to participate or subscribe to Securities in the Issue.

None of the directors or key managerial personnel of the Company, or their respective relatives, is concerned or interested, financially or otherwise, except their shareholding, if any, in the Company, in the resolution set out at item no. 7 of this notice.

This notice does not constitute an offer or invitation or solicitation of an offer of securities to the public within or outside India. Nothing in this notice constitutes an offer of securities for sale or solicitation in any jurisdiction in which such offer or solicitation is not authorized or where it is unlawful to do so.

The proposed issue is in the interest of the Company and the Board recommends the resolution set out at item no. 7 of this notice for the approval of the members as a special resolution.

Item No.8

The Board of Directors has on the recommendation of the Audit Committee, approved the appointment and remuneration of M/s Jain Sharma & Associates, Cost Accountants to conduct the audit of the cost records of the Company, for the financial year ending March 31, 2025.

In accordance with the provisions of Section 148 of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014, the remuneration of ` 75,000/- (Rupees Seventy-Five Thousand) plus applicable taxes and out of pocket expenses at actuals, if any, payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board, has to be ratified by the Members of the Company.

Accordingly, ratification by the Members is sought for the remuneration payable to the Cost Auditors for the financial year ending March 31, 2025 by passing an Ordinary Resolution as set out at Item No. 8 of the Notice.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Ordinary Resolution set out at Item No. 8 of the Notice for ratification by the Members.

By Order of the Board Paramount Communications Limited

Sd/- (Rashi Goel) Company Secretary Dated: 08.08.2024 M. No.: FCS9577 Place: New Delhi CIN: L74899DL1994PLC061295 Regd. Office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

Annual Report 2023-24 Paramount Communications Limited

20

PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENT) REGULATIONS, 2015 AND SECRETARIAL STANDARD - 2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI), INFORMATION ABOUT THE DIRECTOR PROPOSED TO BE RE- APPOINTED/ APPOINTED UNDER ITEM NO. 2 IS FURNISHED AS BELOW:

==> picture [514 x 463] intentionally omitted <==

----- Start of picture text -----

Name of the Director & DIN Mr. Sandeep Aggarwal
(DIN:00002646)
Nationality Indian
Designation/category of the Director Managing Director
Date of Birth 08-05-1964
Date of re-appointment -
Date of first appointment in the 01.11.1994
current designation
Qualification B.A. in Economics (Hons.)
Brief Profile Mr. Sandeep Aggarwal, Managing Director of the Company, has rich experience of more than 3 decades
in the cables and wires industry. Mr. Aggarwal has been recognised with numerous awards from
social, cultural, and industry organisations for his significant contributions. His leadership has been
instrumental in shaping the company’s success and reputation in the cable manufacturing sector.
Recently honoured with an Honorary Professorship in Industry Excellence in ICT, Cables, and Telecom
Infrastructure by Hemchandracharya North Gujarat University. He also held influential roles in various
organisations, including Chairman of ITI Raini, Chairman of TEPC, Chairman of TEMA & CMAI-National
Telecom Development Advisory Group and President of the Railway Cable Development Association
(RCDA), Chairman of Railway, Telecom & Industry Committee of PHD Chamber of Commerce and
Industry. His involvement extends to several Rotary initiatives, reflecting his dedication to both
industry and community service.
Nature of Expertise in Specific Strategy Planning & Implementation, Business Leadership, Business Operations, Production and
Functional Areas; Quality control.
Terms and conditions of Terms & Conditions as approved by the Board and committee thereof.
re-appointment
Names of Listed Entities in which None
Director also holds the Directorship
and the Membership of Committees of
the Board
Name of Committee(s) of Paramount Stakeholder Relationship Committee – Member
Communications Limited in which Corporate Social Responsibility Committee- Member
Director is Chairman/ Member
Share Allotment Committee-Member
Risk Management Committee-Member
Banking Finance Committee-Member
Listed Entities from which Director None
has resigned as Director in past three
years.
Number of Shares held in the Company 1,40,03,533 Equity shares of face value of ` 2/- each
Number of Board Meetings attended During the financial year ending March 31, 2024, the Board met Six times. Mr. Sandeep Aggarwal
during the year attended all the Six Board Meetings.
Remuneration Last Drawn (per annum) ₹ 188.38 Lakhs
Inter-se relationship between Directors Brother of Mr. Sanjay Aggarwal
and other Key Managerial Personnel
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By Order of the Board Paramount Communications Limited

Sd/-

(Rashi Goel)

Dated: 08.08.2024 Place: New Delhi

Company Secretary M. No.: FCS9577

CIN: L74899DL1994PLC061295 Regd. Office: KH-433, Maulsari Avenue, Westend Greens, Rangpuri, New Delhi-110037

Paramount Communications Limited Annual Report 2023-24