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DIRECTOR'S REPORT

Parle Software Ltd.

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Market Cap. (₹) 40.18 Cr. P/BV 1.94 Book Value (₹) 14.79
52 Week High/Low (₹) 41/6 FV/ML 10/1 P/E(X) 42.02
Bookclosure 25/09/2018 EPS (₹) 0.68 Div Yield (%) 0.00
Year End :2018-03 

Dear Members,

The Directors have pleasure in presenting their 35th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2018.

Financial Performance:

A summary of company’s financial performance for 2017-18:

(Rs. in Lakhs)

Particulars

Year Ended 31.03.2018

Year Ended 31.03.2017*

Gross Revenue

16.62

26.85

Total Expenses

15.50

21.48

Profit before tax

1.14

5.37

Less: Tax Expenses/Differed Taxes

0.70

1.49

Profit for the year

0.42

3.88

Paid Up Equity Share Capital

1400.00

1400.00

* Previous year’s figures have been re-grouped/re-classified, wherever necessary to conform to this year’s classification.

Operating & Financial Performance:

During the year under review, company made total income of Rs. 16.62 lakhs as against Rs. 26.85 lakhs in the previous year. The company has incurred total expenses of Rs. 15.50 lakhs against Rs. 21.48 lakhs in the previous year in the financial statement.

Your Company has made a Net profit of Rs. 0.42 lakhs against Rs. 3.88 lakhs in the previous year in financial statement.

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2018. There were no unclaimed or unpaid deposits as on March 31, 2018.

Dividend

Due to exigencies of funds, your directors do not recommend any dividend for the financial year 2017-18.

Number of Meeting of the Board:

During the year 2017-18, the Board of Directors met five times viz. on 22nd May,2017; 10th August, 2017; 3rd November, 2017; 06th February, 2018 and 27th March, 2018.

Directors’ Responsibility Statement:

Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit and loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Details in respect of frauds reported by auditors under section 143(12)

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

Statement on declaration given by independent directors under sub-section (6) of section 149:

The independent directors have submitted the declaration of independence as required pursuant to section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in sub-section (6).

Company’s policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178;

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, are provided in the Corporate Governance Report.

Particulars of loans, guarantees or investments under section 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:

All Related Party Transactions (RPTs) which were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and did not attract provisions of section 188 of the Companies Act, 2013 and were also not material RPTs under regulation 23 of the SEBI Listing Regulations, 2015. During the year 2017-18, as required under section 177 of the Companies Act, 2013 and regulation 23 of the SEBI Listing Regulations, 2015, all RPTs were placed before the Audit Committee for approval.

A statement showing the disclosure of transactions with related parties as required under Accounting Standard 18 is set out separately in this Annual Report.

There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website www.parlesoftwares.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

Material changes and commitments

During the period between 31.3.2018 and the date of this report of directors, your company has commenced new business trading activities of Waste Paper and Allied Products and has made a Revenue of Rs.193.69 lakhs from the aforesaid activity yielding Net profit of Rs. 49.78 lakhs during the first quarter of FY 2018-19, and has reported positive financial performance for the quarter ended 30.6.2018,which has immensely augmented the financial performance of the company for the FY2018-19 and has made material and significant impact on the operations of the company, giving impetus to the financial performance of the company.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL.

Risk management policy and its implementation

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

Corporate Social Responsibility (CSR):

As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors

The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation.

Directors or Key Managerial Personnel who were appointed or have resigned during the year Appointment

There was no change with respect to appointment of Directors and KMP during the year under review, However following change has been made after 31.03.2018:

1. Mr. Vimal J. Maharajwala- Chief Executive Officer, appointed w.e.f. 14th August, 2018.

2. Mrs. Manisha Patel- Independent Director, appointed on the Board of the Company w.e.f. 14th August, 2018.

3. Mr. V.I. Garg- Additional Director and Executive Chairman, appointed on the Board of Company w.e.f. 14th August, 2018.

Resignation

There was no change with respect to resignation of Directors and KMP during the year under review, However following change has been made after 31.03.2018:

1. Mrs. Chanda Garg- Non Executive Director, resigned w.e.f. 14th August, 2018.

2. Mr. V.I. Garg- Managing Director, resigned w.e.f. 14th August, 2018.

Subsidiary Companies, Joint Venture Or Associate Companies:

During the year under review, there are no Subsidiary/Joint Ventures/ Associate Companies.

Significant and material orders passed by the regulators or courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Details of internal financial controls with reference to the financial statements

The Company has documented its internal financial controls considering the essential components of various critical processes, physical and operational, which includes its design, implementation and maintenance along with periodical internal review of operational effectiveness and sustenance.

This ensures orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention of errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

The internal financial controls with reference to the financial statements were adequate and operating effectively. Presentation of financial statements

The financial statements of the Company for the year ended 31st March 2018, have been disclosed_as per Schedule III to the Companies Act, 2013.

Statutory Auditor

Your Company’s Auditors, M/s G. R. Modi & Co., Chartered Accountants, (Firm Registration No.112617W) were appointed at the last AGM to hold office for a term of 5 years from the conclusion of last annual general meeting until the conclusion of the 39th annual general meeting of the Company. However, vide their letter dated 14th August, 2018 they have expressed their inability to continue as Statutory Auditors of your Company. The Board thus appointed M/s. Dhawan & Co., Chartered Accountants [FRN: 002864N] as Statutory Auditors of your Company in the casual vacancy caused by the said resignation effective 14th August, 2018 till the conclusion of the forthcoming AGM and have sought approval of members to appoint them for the aforesaid period.

Pursuant to the provisions of Section 139 of the Act and Rules framed thereunder, as amended, it is mandatory to rotate the Statutory Auditors on completion of maximum term as provided therein. The Board on 14th August, 2018, has recommended appointment of M/s. Dhawan & Co., Chartered Accountants [FRN: 002864N] as Statutory Auditors of the Company and to hold office for a period of up to 5 consecutive years from the conclusion of the 35 th AGM till the conclusion of the 40th AGM, subject to ratification of their appointment by the shareholders at every AGM.

Your Company has obtained consent of M/s. Dhawan & Co., Chartered Accountants, and a certificate in accordance with Section 139, 141 and other applicable provisions of the Act to the effect that their appointment, if made, shall be in accordance with the conditions prescribed and that they are eligible to hold office as Statutory Auditors of the Company, subject to approval of the members in the forthcoming AGM.

Necessary resolution has been provided in the AGM notice seeking approval of members.

There are no qualifications, reservations or adverse remarks made by M/s. G. R. Modi & Co., Chartered Accountants, Statutory Auditors, in their Report.

Secretarial Audit

M/s. Monika Thanvi & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2018. M/s. Monika Thanvi & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2018 in the prescribed Form MR-3 in Annexure A which forms part of this report.

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report.

Indian Accounting Standards (Ind AS)

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (‘Ind AS’) from 1st April, 2017 with a transition date of 1st April, 2016. The financial results for the year 2017-18 have been prepared in accordance with Ind AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognized accounting practices and policies to the extent applicable. The Financial Results for all the periods of 2017-18 presented have been prepared in accordance with Ind AS. The Company has adopted “IND AS” for the first time with effect from 1st April, 2017, with the comparatives for the periods ending 31st March, 2017.

Extract of Annual Return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure B in the prescribed Form MGT-9, which forms part of this report.

Vigil mechanism/whistle Blower Policy

The Company has established a vigil mechanism / Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

Management Discussion and Analysis Report:

The Management’s discussion and analysis is set out in this Annual Report.

Report on Corporate Governance

Pursuant to the SEBI Listing Regulations, 2015, a separate section titled ‘Corporate Governance’ has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director (CEO) and CFO have provided to the Board the compliance certificate with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015.

A certificate from the auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Secretarial standards of ICSI

Pursuant to the approval given on 10 April 2015 by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1 July 2015. The Company is in compliance with the same.

Statutory Disclosures

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are placed on the Company’s website www.parlesoftwares.com. A physical copy of the same will be made available to any shareholder on request.

Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available to any shareholder on request, as per provisions of section 136(1) of the said Act.

Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the “Policy on Prevention of Sexual Harassment at the Workplace” in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.

Appreciations and Acknowledgements

The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable co-operation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company’s bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.

For and on behalf of the Board of Directors

Sd/- Sd/-

V.I. Garg Ashish Kankani

Place: Mumbai Executive Chairman Director

Date: August 14, 2018 (DIN:00409946) (DIN: 01971768)

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