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Parle Industries Ltd.

BSE: 532911 Sector: Infrastructure
NSE: N.A. ISIN Code: INE272G01014
BSE 00:00 | 01 Jul 7.95 0.02
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NSE 05:30 | 01 Jan Parle Industries Ltd
OPEN 7.94
PREVIOUS CLOSE 7.93
VOLUME 11865
52-Week high 11.90
52-Week low 7.40
P/E 795.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.94
CLOSE 7.93
VOLUME 11865
52-Week high 11.90
52-Week low 7.40
P/E 795.00
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Parle Industries Ltd. (PARLEINDUSTRIES) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their 38th Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2021.

1. Financial Performance:

a) A summary of Company's Financial Performance for FY 2020 21 is as follows:

Particulars Year Ended 31.03.2021 Year Ended 31.03.2020
Gross Revenue 65.85 587.53
Total Expenses 146.13 572.59
Profit before tax (80.28) 14.94
Less: Tax Expenses/Deferred Taxes (30.85) 9.94
Profit for the year (49.43) 5.01
Paid Up Equity Share Capital 140000000 140000000

b) Operating & Financial Performance:

Your Company achieved Revenue of Rs.1.49 lakhs from the Paper Waste business andachieved a revenue of Rs. NIL from The Infrastructure business aggregating to Revenue ofRs. 1.49 lakhs as compared to Revenue of Rs. 428.10 lakhs from the Paper Waste businessand Rs. 120.47 lakhs revenue from the Infrastructure business aggregating to Revenue ofRs. 587.53 lakhs in the previous year. Decrease in revenue was primarily on account oflower revenue from Paper Waste Business.

Revenues for the Paper Waste business declined in line with market fluctuations duringthe year and achieved a revenue of Rs. 1.49 lakhs as compared to Rs.428.10 lakhs in theprevious year.

The Infrastructure business during the year achieved a revenue of Rs.NIL lakhs ascompared to Rs.120.47 revenue in the previous year. The infrastructure business revenuewas not boosted by growth in infrastructure business by yielding a Loss Before Tax of Rs.NIL lakhs.

Loss After Tax was Rs. 49.43 lakhs as against Profit of Rs.5.01 lakhs in the previousyear.

Other Financial Highlights Other Income was at Rs. 64.36 lakhs as against Rs. 38.96lakhs in the previous year primarily on account of interest income.

2. Deposits:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of

Deposit) Rules 2014 during the year under review.

3. Particulars of Loans Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act 2013 read with TheCompanies (Meetings of Board and its Powers) Rules 2014 as amended from time to time(including any amendment thereto or re-enactment thereof for the time being in force)Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the Notes to Accounts of the Financial Statements provided in this AnnualReport.

4. Dividend:

Due to exigencies of funds and with a view to conserve the resources your directors donot recommend any Dividend for the financial year 2020-21.

5. Unpaid Dividend & IEPF:

The Company is not required to transfer any amount to the Investor Education &Protection Fund (IEPF) and does not have unclaimed dividend which remains to betransferred to Investor Education & Protection Fund (IEPF).

6. Transfer To Reserves:

The Board of Directors has not appropriated and transferred any amount to any Reserveand has decided to retain the entire amount in profit and Loss account.

7. Directors and Key Managerial Personnel: a) Number of Meeting of the Board:

During the year 2020-21 the Board of Directors met Five Times viz. on; 29thJuly 2020 28th August 2020; 14th September 2020; 12thNovember 2020 and 13th February 2021. The intervening gap between two Boardmeetings did not exceed the time limit prescribed in the Act and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (SEBI LODR 2015). The particulars of the meetings and the details thereof have beenprovided in the Corporate Governance Report forming part of this report.

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

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 and Regulation16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

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

Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & Remuneration andStakeholder relationship Committees. The manner in which the evaluation has been carriedout has been explained in the Corporate Governance Report.

d) Separate meeting of Independent Directors as per Schedule IV of Companies Act 2013:

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive director. The same was discussed inthe Board meeting held subsequently to the meeting of the independent directors at whichthe performance of the Board its Committees and individual directors was also discussed.Performance evaluation of independent directors was done by the entire Board excludingthe independent director being evaluated.

e) Board of Director & Key Managerial Personnel:

i. Appointment of Directors and Key Managerial Personnel (KMP) During the FinancialYear 2020-21:

- Director:

On the recommendation of Nomination and Remuneration Committee the Board of Directorsof the Company in its meeting held on 28th August 2021 appointed Mr. ParasBhojani (DIN: 07079341) as an Executive Director (Additional) of the Company with effectfrom 28th August 2021.

On the recommendation of Nomination and Remuneration Committee the Board of Directorsof the Company in its meeting held on 28th August 2021 appointed Mrs. KalpanaJha (DIN: 08853652) as an Executive Director (Additional) of the Company with effect from28th August 2021.

-Key Managerial Personnel:

On the recommendation of Nomination and Remuneration Committee the Board of Directorsof the Company in its meeting held on 12th November 2020 appointed Mr. DevanshNikhil Motiwala as a Company Secretary and Compliance Officer (KMP) of the Company witheffect from 13th November 2020 pursuant to Section 203 of Companies Act 2013and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015.

ii. Change in Designation:

Mr. Raviprakash Vyas (DIN: 07893486) designation was changed from Additional Directorto Director in Annual general Meeting of the Company held on 29/09/2020. Mr. RakeshkumarMishra (DIN: 06919510) designation was changed from Additional Director to Director inAnnual general Meeting of the Company held on 29/09/2020. Mr. Narendra Purohit (DIN:08686794) designation was changed from Additional Director to Director in Annual generalMeeting of the Company held on 29/09/2020. Mrs. Kalpana Jha (DIN: 08853652 ) designationwas changed from Additional Director to Director in Annual general Meeting of the Companyheld on 29/09/2020. Mr. Paras Bhojani (DIN: 07079341) designation was changed fromAdditional Director to Director in Annual general Meeting of the Company held on29/09/2020.

iii. Resignation of Directors and Key Managerial Personnel (KMP) During the FinancialYear 2020-21:

Mr. Bharat Bohra resigned as Company Secretary and Compliance Officer (KMP) of theCompany with effect from 12th November 2021 pursuant to Section 203 ofCompanies Act 2013 and Regulation 6 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

8. Report on performance of Subsidiaries Associates and Joint VentureCompanies:

The Company had incorporated subsidiary with a name of PSL Recycling Private Limited in2019 which is registered with the Registrar of Companies Gujrat.The subsidiary had notcommenced activities during the year and there were no material transactions and hence thecompany has not prepared Consolidated Financial Statements.

Pursuant to the divestment of 51% holdings in the capital of PSL Recycling PrivateLimited by the holding Company Parle Industries Limited ‘PSL Recycling PrivateLimited' ceased to be Subsidiary Company of ‘Parle Industries Limited' w.e.f.31/08/2021.

During the Financial Year 2020-21 the Company does not have any Associate and JointVenture Company.

9. Directors' Responsibility Statement:

Pursuant to the requirement under section 134 (3) (C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that;

a) In the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed along with properexplanation relating to material departures;

b) 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 31st March 2021 and of the profitand loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

10. Material changes and commitments affecting the Financial Position of the Company:

During the Financial Year and Between Financial year ended 31 Mar 2021 and Date of thisreport:

The Paper Waste industry being largely in unorganized sector and highly dependent onlabour and supply chain was impacted due to the pandemic crisis however the Company willbe coping up with the changing business environment by focusing on Infrastructure segmentand revamping the product mix and business segments to move in line with changing economystructure.

The Company had incorporated subsidiary with a name of PSL Recycling Private Limited inF.Y.2019-20. The subsidiary had not commenced activities during the year and there were nomaterial transactions. During the F.Y.2021-22 the Board has decided to divest 51% holdingin the said subsidiary Company and accordingly PSL Recycling Private Limited ceased to beSubsidiary Company of Parle Industries Limited w.e.f. 31st Aug 2021.

Looking at the subdued future potential of the paper segment your company has decidedto consolidate it's operations in paper waste segment and making all out efforts toretrieve the working capital invested in the paper waste segment. In previous FY endedMarch 2020 on immediately taking cue of the outbreak of pandemic your company shelvedoff the future plans of setting up proposed MRF unit at Gujarat. Further looking atfluctuating industrial scenario your company has disposed off the plant and machinery andpaper waste inventories of this segment as a step towards consolidation of paper wastebusiness activities.

Once the invested capital is realized your company plans to focus on better revenuegenerating opportunities in the real estate and infrastructure segment by effectivelyutilizing Inventories of Real estate and infrastructure segment situated in Maharashtra.Your Company has commenced taking strides by identifying Joint Venture business partnersto augment and generate new revenue streams from infrastructure business segment andadapting to changing parameters of economy in the new post pandemic world.

11. Audit Committee:

The Board has well-qualified Audit Committee the composition of which is in line withthe requirements of Section 177 of the Companies Act 2013 read with Regulation 18 of SEBILODR 2015. All the Members including the Chairman of the Audit Committee are Independent.They possess sound knowledge on Accounts Audit Finance Taxation Internal Controls etc.The details viz Composition number of meetings dates of meetings and attendance ofDirectors at such meeting are included in the Corporate Governance Report. During the yearunder review the Board has accepted all the recommendations made by the Audit Committee.

The Company Secretary and Compliance Officer of the Company acts as Secretary of theCommittee. During the year four Audit Committee Meetings were convened and held.

12. Nomination and Remuneration Committee:

The Company has duly constituted Nomination and Remuneration and Compensation Committeeas per the requirements prescribed under the provisions of Section 178 of the CompaniesAct 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

During the year Six Nomination and Remuneration Committee Meetings were convened andheld.

13. Share Transfer and Stakeholders Relationship Committee:

As per the requirements of Section 178 of the Companies Act 2013 and Regulation 20 ofSEBI LODR 2015 the company has constituted Stakeholders Relationship Committee. Thedetails of Composition of the Committee are included in the Corporate Governance Report.

During the year four Stakeholder Relationship Committee Meetings were convened andheld.

14. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and committee meetings. In addition the Chairman wasalso evaluated on the key aspects of his role.

In a separate meeting of Independent Directors performance of non- IndependentDirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executiveDirectors.

15. Related Party Transactions:

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

During the year under review all contracts / arrangements / transactions entered bythe Company were in its Ordinary Course of the Business and on Arm's Length basis. Therewere no material transactions with any related party as defined under Section 188 of theCompanies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.

There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board for approval.

The Policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board may be accessed on the Company's websitewww.parleindustries.com The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and relatedparties. There were no material transactions entered into with related parties during theperiod under review which may have had any potential conflict with the interests of theCompany. Accordingly the disclosure of Related Party Transactions as required underSection 134 (3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable.

16. 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 Act are not applicable. Theforeign exchange earnings and expenditure of the Company during the financial year 2020-21under review were Rs. NIL.

17. Risk management policy and its implementation

The Company has in place a mechanism and policy to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis. These are discussed at the meetings of the Audit Committee and the Boardof Directors of the Company. The Risk Management Policy of the Company is hosted on thewebsite of the Company athttps://www.parlesindustries.com/images/Risk%20Managment%20Policy.pdf.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.

18. Corporate Social Responsibility (CSR)

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

19. Significant and material orders passed by the regulators or courts:

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

20. Auditors of the Company

a) Statutory Auditor of the Company and their observations on accounts for the yearended 31st March 2021:

i) Pursuant to the provisions of Section 139 of the Companies Act 2013 At BoardMeeting held on 5th August 2021 the Members approved resignation of M/s.Dhawan & Co. Chartered Accountants [FRN: 002864N]

ii) Pursuant to the Schedule I of SEBI (Listing Obligations and DisclosureRequirements) Rcgulations 2015 we hereby inform you that Board of Directors at itsmeeting held on 5th August 2021 appointed M/s. DMKH & Co. CharteredAccountants (FRN: 116886W) as Statutory Auditors of the Company in casual vacancy occurreddue to resignation of Statutory Auditors M/s. Dhawan & Co. w.e.f. 5thAugust 2021 subject to approval of shareholders at ensuing general meeting.

b) Secretarial Auditor of the Company and their observations on accounts for the yearended 31st March 2021

Section 204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 inter-alia requires every listed company to annexwith its Board's report a Secretarial Audit Report given by a

Company Secretary in practice in the prescribed form. The Board appointed M/s. M.Rupareliya & Associates (Mem No.A51422 CP No. 18634) Practicing Company

Secretary as Secretarial Auditor of the Company for the Financial Year 2020-21 and itsreport is annexed hereto and marked as Annexure 1.

Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 inter-alia requires every listed company to annex with its Board's report aSecretarial Annual Compliance Report given by a Company Secretary in practice in theprescribed form. The Board appointed M/s. M. Rupareliya & Associates (Mem No.A51422CP No. 18634) Practicing Company Secretary as Secretarial Auditor of the Company for theFinancial Year 2020-21and its report is available on website of the Companywww.parleindustries.com .

There are no qualifications reservations or adverse remarks or disclaimers made byM/s. M Rupareliya & Associates Company Secretary in Practice in secretarial auditreport and compliance report. However there are few observations which is listed belowalong with director's comments on that:

1. The Company has made delay in System Driven Disclosures to the depositories as percircular SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28 2018 followed by circularSEBI/CIR/CFD/DCR1/CIR/P/2020/181 dated September 23 2020. Directors Comments: Company hadfiled the disclosure on time However it got rejected due to technical error thereforedelayed filing.

2. The Company has delayed in filing the Disclosure of Related Party Transactions forthe half year ended 30.09.2020 with BSE as per LODR 23(9). Directors Comments: Due toongoing crisis of Covid-19 pandemic it was inadvertently missed. However it has fileddisclosure as soon as it is brought to notice.

3. The Company has not complied Regulation 17(1) of LODR with regard to Composition ofBoard for June quarter as the Company falls under top 2000 Companies in terms of MarketCapitalisation as at 31.03.2020. Further the Company has rectified the same on 28.08.2020by appointing Mr. Paras Bhojani and Mrs. Kalpana Jha as Executive non- independentDirectors of the Company.

Directors Comments: The fact that Company has crossed the threshold limit and hascome in top 2000 company listed in BSE as per market capitalization was not intimated byBSE to the Company nor this information was available in public domain. Therefore we werenot aware the provisions of Regulation 17(1) of SEBI (LODR) Regulation 2015 regarding therequirement of having 6 directors instead of 5 from 01/04/2020 was applicable to ourCompany. Therefore being the first year where this provision is applicable to us and dueto outbreak of COVID-19 in India and worldwide our office functioning was disrupted andall its working temporarily w.e.f. 20th March 2020 Further we did not have anysource ways and means of information with respect to our company was included in thiscategory of top 2000 listed Company on BSE and we need to comply provision of Regulation17(1) of SEBI (LODR) Regulation 2015 regarding the requirement of having 6directors instead of 5.

By end of July 2020 our office staff resumed work from home partially and as soon aswe learned the fact that Company is included in top 2000 listed Company and we need tocomply Regulation 17(1) of SEBI (LODR) Regulation 2015 with respect to having 6 directorson the Board we convened Board Meeting on 28/08/2020 and complied the same by appointingtwo additional directors namely Mrs. Kalpana Jha and Mr. Paras Bhojani as ExecutiveDirectors of the Company which lead to strengthen the Board with 7 members as on datewhich is in full compliance of Regulation 17(1) of SEBI (LODR) Regulation 2015.

4. The Company could not comply with LODR Regulation 34(f) read with schedule V withregard to Key Financial Ratios to be mentioned in annual report 2019-20. DirectorsComments: Company has inadvertently missed its reporting in Annual report.

5. The Company has delayed in filing Regulation 24A of LODR for the year ending31.03.2021. Directors Comments: Company has filed delay of 1 day due to technical glitchon filing portal.

6. The Independent Directors of the Company Mr. Narendra C. Purohit has not renewedunder database of Independent directors on MCA as per Companies (Appointment andQualification of Directors) Fifth amendment Rules2019 . Directors Comments: Due toongoing crisis of Covid-19 pandemic it could not be complied in time. Company will makesure that it is complied.

7. The Company has delayed in filing E form MGT 7 for the year 2020-21 in terms ofsection 92(4) of Companies Act 2013. Directors Comments: Due to ongoing crisis ofCovid-19 pandemic Company has filed delayed ROC filing due to unavailability of all datawithin time.

8. The Company as per the provisions of section 117 of Companies Act 2013 has delayedin Filing of MGT 14 for the resolutions passed in the Annual general meeting dated29.09.2020. Further Company has Filed E-forms in delay during the period of Company freshStart Scheme 2020 for the year 2020-21 but has not filed E Form CFSS for the same withMCA. Directors Comments: Board believes that form CFSS was required to be filed fordefaulting Companies which had not filed its ROC filing in previous years as Company hasalways complied filings in time without any default hence filing this form under CFSSscheme did not seem appropriate for filing CFSS.

c) Internal Auditor of the Company for Financial Year 2020-21:

Pursuant to Section 138 of Companies Act 2013 and on the recommendation of AuditCommittee the Board of Directors in its meeting held on 10th June 2021appointed M/s. Motilal & Associates Chartered Accountants as Internal Auditor of theCompany for conducting internal audit and lay down report in meeting of Audit Committeeand Board of Directors at such interval as committee or Board deems fit as the case maybe.

21. Internal financial controls and their adequacy:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal control systems comprising of policies andprocedures are designed to ensure sound management of your Company's operationssafekeeping of its assets optimal utilization of resources reliability of its financialinformation and compliance. Based on the report of Internal Audit function correctiveactions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company have audited the financial statements included inthis annual report and has issued a report on our internal financial controls overfinancial reporting as defined in Section 143 of the Act.

A Certificate from the Managing Director/ CEO/ CFO of the Company in terms ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 inter alia confirming the correctness of the Financial Statements andCash Flow Statements adequacy of the internal control for financial reporting andreporting of matters to the Audit committee is also forming part of this Annual Report.

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

During the year under review there were no incidents of frauds reported by theauditors to the Audit Committee or the Board under section 143 (12) of the Companies Act2013.

23. Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the Financial Year ended 31st March 2021 made underthe provisions of Section 92 (3) of the Act will be placed on the website of the Companyat: https://www.parleindustries.com/investors.html

24. Corporate Governance and Management Discussion And Analysis Report:

Pursuant to Regulations 17 to 27 clauses (b) to (i) of Regulation 46 (2) and Para C Dand E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Management Discussion and Analysis report is annexed hereto and marked as Annexure2 and the corporate governance report together with Auditor report on the complianceon the same is annexed hereto and marked as Annexure 3.

25. Secretarial standards of ICSI

The Company hereby affirms that during the year under review the Company has compliedwith all the applicable Secretarial standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors' and ‘General Meetings' respectively(including any modifications or amendments thereto) issued by the Institute of CompanySecretaries of India.

26. Vigil Mechanism /Whistle Blower Policy

As per the provision of Section 177 (9) of the Companies Act 2013 and Regulation 22of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI LODR 2015) the Company is required to establish aneffective Vigil Mechanism for Directors and Employees to report genuine concerns. In linewith this the Company has framed a Vigil Mechanism and a Whistle Blower Policy throughwhich the Directors and Employees Franchisees Business Partners Vendors or any otherthird parties making a Protected Disclosure under this Policy may report concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct & Ethics without fear of reprisal. The Policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also provides for directaccess to the Chairman of the Audit Committee. It is affirmed that no personnel of theCompany have been denied access to the Audit Committee. The Whistle Blower Policy isplaced on the website of the Company at www.parleindustries.com.

27. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given below:

i. The ratio of the remuneration of each Director to the median remuneration of theemployees of the company for the financial year 2020-21;

Non-executive Directors Ratio to median remuneration
Mr. RaviprakashVyas 0
Mr. NarendraPurohit 0
Mr. AshishKankani 0
Mrs. Unnatti Jain 0
Mrs. Manisha Patel Executive Director 0
Mr. Rakeshkumar Mishra 0
Mr. Paras Bhojani 0
Mrs. Kalpana Jha 0

ii. The percentage increase in remuneration of each Director CEO CFO CompanySecretary if any in the financial year;

Name Designation Increase in Remuneration in Financial Year 2020-21
Mr. Rakeshprakash Mishra Executive Director nil
Mr Manish Patel CFO nil
Mr. Paresh Parekh CEO nil
Mr. Devansh Motiwala CS nil

iii There was no percentage increase in the median remuneration of employees in thefinancial year 2020-21.

iv. The number of employees on the rolls of Company as on March 31 2021 is 6.

v. There was no percentage increase in the salaries of employees in the financial year2020-21. Also there was no increase in the salaries of Director (Managerial Personnel)during the year. The increments given to employees are based on their potentialperformance and contribution which is also benchmarked against applicable industrynorms.

vi. The Company affirms remuneration is as per the remuneration policy of the Company.vii. There are no employees falling within the purview of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 no such details arerequired to be given.

viii As the targeted performance could not be achieved in paper waste segment salariesand perks of professionals have been waived off in paper waste segment. As your company isconsolidating paper waste business company is looking forward to appoint dynamic andsuitable professionals such as CEO CFO KMPs from the field of Real Estate andInfrastructure by replacing the existing professionals appointed for paper waste segment.

28. Director & Chief Financial Officer Certification

Certificate from Chief Financial Officer and Chief Executive Officer as specified inPart B of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 for the financial year ended March 31 2021 was placed before the Boardof Directors of the Company.

29. Policy On Appointment And Remuneration For Directors Key Managerial Personnel

And Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy forselection and appointment of Director Key Managerial Personnel and Senior ManagementEmployee and their Remuneration. The Committee has formulated the criteria for determiningqualifications positive attributes and independence of a Director which has been put upon the Company's website www.parleindustries.com.

30. Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the "Policy on Prevention of Sexual Harassment at theWorkplace" in line with the requirements of The Sexual Harassment of Women atWorkplace

(Prevention Prohibition and Redressal) Act 2013. During the year under review nocomplaints were received by the Committee for Redressal.

31. Issue of Sweat Equity Shares:

The Company has not issued any shares with Sweat Equity Shares and hence no informationas per provisions of Section 54 of Companies Act 2013 is furnished.

32. Employee Stock Option Plan:

The Company has not issued any security under Employee Stock Option Plan and hence noinformation as per provisions of Section 62 of Companies Act 2013 is furnished.

33. Issue of Shares with Differential Voting Rights:

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

34. Disclosure Under Section 67 (3) of the Companies Act 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014 is furnished.

35. State Of The Company's Affairs

During the year company's has earned profit but it has no significant impact onCompany's financial.

36. Listing of Shares

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee forthe financial year 2020-21 has been paid to the BSE Limited (BSE).

37. 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 bankers financialinstitutions Regulatory Authorities Stock Exchanges and shareholders at large and lookforward to the same in greater measure in the coming years.

For and on behalf of the Board of Directors
Sd/- Sd/-
Rakesh Mishra Kalpana Jha
Director Director
(DIN: 06919510) (DIN: 08853652 )

Place: Mumbai

Date: 31/08/2021

.