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Parle Software Ltd.

BSE: 532911 Sector: Infrastructure
NSE: N.A. ISIN Code: INE272G01014
BSE LIVE 15:40 | 17 Aug 11.36 11.36
(%)
OPEN

11.19

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11.52

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11.19

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 11.19
PREVIOUS CLOSE 0.00
VOLUME 10
52-Week high 13.88
52-Week low 8.66
P/E 378.67
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.19
CLOSE 0.00
VOLUME 10
52-Week high 13.88
52-Week low 8.66
P/E 378.67
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Parle Software Ltd. (PARLESOFTWARE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Thirty Second Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2015.

Financial Performance:

A summary of company’s financial performance for 2014-2015:

Particulars Year Ended Year Ended*
31.03.2015 31.03.2014
Total revenue 20.18 17.48
Gross Profit (before Interest depreciation & Tax ) 7.29 6.99
Finance Charges - 0.01
Depreciation 1.76 4.95
Profit before tax 5.53 2.03
Tax Expenses (0.20) 0.55
Profit after tax 5.73 1.48
Profit for the year 5.73 1.48
Add: Balance brought forward from previous year 173.64 172.16
Profit available for appropriation 179.37 173.64
Paid up Equity Share Capital 1400.00 1400.00

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

Operating & Financial Performance:

During the year under review company made total income of Rs.20.18 lacs as againstRs.17.48 lacs in the previous year. The company has made profit before InterestDepreciation and Tax of Rs.7.29 lacs against Rs.6.99 lacs in the previous year in thefinancial statement.

Your Company has made a Net profit of Rs.5.73 lacs against Rs.1.48 lacs in the previousyear in financial statement.

There is no change in the nature of the business of the Company. There were nosignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company’s operations in future. There were no materialchanges and commitment affecting the financial position between March 31 2015 and date ofthis Report of Directors.

Deposits:

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2015. There were no unclaimed or unpaid deposits as on March 31 2015.

Transfer to Reserve:

The Company do not proposes to transfer any amount to the General Reserves.

Dividend

To conserve the resources of the Company your directors do not recommend any dividendfor the financial year 2014-15.

Number of meeting of the Board:

During the year 2014-15 the Board of Directors met five times viz. on 20thMay 2014; 31st July 2014; 12th November 2014; 06thFebruary2015; and 30th March 2015.

Directors’ Responsibility Statement:

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

(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2015 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2015 and of the profitand loss of the company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

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

All Independent Directors have given declarations that they meet the criteria ofindependent as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing agreement.

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

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Ato this Report.

Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 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 insub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee. Prior omnibus approval of the AuditCommittee is obtained for related party transactions wherever required and thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committee for reviewing on a quarterly basis.

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

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014:

1. Details of contracts or arrangements or transactions not at arm’s length basis:Nil

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis: Nil

Conservation of energy technology absorption foreign exchange earnings and outgo

Since your Company does not own any manufacturing facility the requirements pertainingto disclosure of particulars relating to conservation of energy research and developmentand technology absorption as prescribed under the companies (Disclosure of particulars inthe report of Board of Directors) Rules 1988 are not applicable. The foreign exchangeearnings 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 variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.

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

Corporate Social Responsibility:

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

Statement indicating the manner in which formal annual evaluation has been made by theBoard 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 thatof its committee and individual directors on the basis of evaluation criteria specified inthe Nomination and Remuneration policy of the Company. A member of the Board/committee didnot participate in the discussion of his/her evaluation.

Directors or Key Managerial Personnel* who were appointed or have resigned during theyear

The Board of Directors had appointed Ms. Chanda Garg as a woman director with effectfrom March 30 2015.

During the year Company had appointed Mr. Sheena Karkera as a Chief Financial Officerof the Company w. e. f. March 30 2015.

* Mr. Rakeshkumar D Mishra has been appointed as Company Secretary and ComplianceOfficer w.e.f. April 01 2015. & * Mr.V.I. Garg. Director of the Company hasbeen appointed as Managing Director of the Company w.e.f. April 01 2015.

Auditors

M/s. G.R. Modi & Co. Chartered Accountants Statutory Auditors of the Companyhaving registration number FRN No.112617W hold the office from the conclusion of 31stAnnual General Meeting until the conclusion of the 34th Annual General Meetingand pursuant to Section 139 of the Companies Act 2013; the Company hereby places thematter relating to such appointment for ratification by members at this annual generalmeeting. The Company has received a certificate from the statutory auditors to the effectthat their re-appointment if made would be within the limits prescribed. The statutoryauditors have also confirmed that they hold a valid certificate issued by the "PeerReview Board" of The Institute of Chartered Accountants of India.

There are no qualifications reservations or adverse remarks or disclaimers made M/s.G.R. Modi & Co. Statutory Auditors in their report.

Secretarial Audit

M/s. Monika Thanvi & Associates Company Secretaries in Practice conductedSecretarial Audit for the financial year ended March 31 2015. 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 2015 in the prescribedForm MR-3 in Annexure B which forms part of this report.

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

Extract of Annual Return

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure C 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 andemployees to report their genuine concerns details of which have been given in theCorporate Governance Report annexed to this Report.

Management Discussion and Analysis Report:

In terms of the provisions of Clause 49 of the Listing Agreement the Management’sdiscussion and analysis is set out in this Annual Report.

Report on Corporate Governance

A separate report on Corporate Governance is attached to this report along withStatutory Auditor’s certificate on its compliance.

Particulars of employees

Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

(i) The percentage increase in remuneration of each Director Chief FinancialOfficer and Company Secretary during the financial year 2014-15 ratio of the remunerationof each Director to the median remuneration of the employees of the Company for thefinancial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel(KMP) against the performance of the Company are as under:

Name of Director/KMP and Designation Remunerati on of Director / KMP for Financial Year 2014- 15 % increase in remuneratio n in the Financial Year 2014- 15 Ratio of Remuneration to each Director/ to median remuneration of employees Comparison of the Remuneration of the KMP against the performance of the Company
V. I. Garg (Managing Director Executive) Nil Nil Nil
Ashish Kankani (Non-Executive Independent Director) Nil Nil Nil
Paresh Sampat (Non-Executive Independent Director) Nil Nil Nil
Harish Luharuka (Non-Executive Independent Director) Nil Nil Nil
Chanda Garg (Non-Executive Additional Director) Nil Nil Nil
Sheena Karkera (Chief Financial Officer)* 325000 Nil 2.95 Profit before tax increased by 173% and profit after tax increased by 288% in
Rakeshkumar D. Mishra (Company Secretary & Compliance Officer)** Nil Nil Nil Financial Year 2014-15

* Mr. Sheena Karkera as a Chief Financial Officer of the Company w. e. f. March 302015

** Rakesh Mishra Company Secretary of the Company has been appointed w.e.f.01.04.2015. ii) The median remuneration of employees of the Company during the financialyear was 1.10 lakhs.

iii) In the financial year there was an increase of 10.42% in the median remunerationof employees;

iv) There were 5 permanent employees on the rolls of Company as on March 31 2015;

v) Relationship between average increase in remuneration and company performance:- TheProfit before Tax for the financial year ended March 31 2015 increased by 173% whereasthe increase in median remuneration was 10.42%. The average increase in medianremuneration was in line with the performance of the Company.

vi) Comparison of Remuneration of the Key Managerial Personnel(s) against theperformance of the Company:

The total remuneration of Key Managerial Personnel increased by NIL from 2013-14 to2014-15 whereas the Profit before Tax increased by 173% to 5.53 Lakhs in 2014-15 (Rs.2.02Lakhs in 2013-14).

vii) a) Variations in the market capitalization of the Company : The marketcapitalization as on March 31 2015 was Rs. 2905 Lakhs ( Rs. 1974 Lakhs as on March 312014)

b) Price Earnings ratio of the Company was 519 as at March 31 2015 and was 1410 as atMarch 31 2014

c) The Company has not come out with an IPO it was listed pursuant to the Scheme ofArrangement through the Hon’ble High Court for the State of Maharashtra Judicature atBombay its order dated 18/08/2003 under rule 19(2)(b) of the Securities ContractRegulation (Rules) 1957.

viii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last Financial year i.e. 2014-15 was 10.42% and there was NILmanagerial remuneration for the same financial year.

ix) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theHuman Resources Nomination and Remuneration Committee as per the Remuneration Policy forDirectors Key Managerial Personnel and other Employees.

x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year – Not Applicable; and

xi) It is hereby confirmed that the remuneration paid is as per the as per theRemuneration Policy for Directors Key Managerial Personnel and other Employees. None ofthe employee has received remuneration exceeding the limit as stated in rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Appreciations And Acknowledgements

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

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

For and on behalf of the Board of Director
V. I. Garg Ashish Kankani
Managing Director Director
(DIN 00409946) (DIN 01971768)
Mumbai July 23 2015