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Parle Industries Ltd.

BSE: 532911 Sector: Infrastructure
NSE: N.A. ISIN Code: INE272G01014
BSE 00:00 | 28 Jul 9.19 0.04
(0.44%)
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9.12

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9.24

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9.03

NSE 05:30 | 01 Jan Parle Industries Ltd
OPEN 9.12
PREVIOUS CLOSE 9.15
VOLUME 145785
52-Week high 18.80
52-Week low 8.42
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.12
CLOSE 9.15
VOLUME 145785
52-Week high 18.80
52-Week low 8.42
P/E
Mkt Cap.(Rs cr) 13
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 37th Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2020.

1. Financial Performance:

a) A summary of Company's Financial Performance for FY 2019-20 is as follows:

(RupeesIn Lakhs)

Particulars Year Ended 31.03.2020 Year Ended 31.03.2019
Gross Revenue 587.53 1135.10
Total Expenses 572.59 996.97
Profit before tax 14.94 138.12
Less: Tax Expenses/Deffered Taxes 9.94 42.50
Profit for the year 5.01 95.61
Paid Up Equity Share Capital 140000000 140000000

b) Operating & Financial Performance:

Your Company achieved Revenue of Rs.467.06 lakhs from the Paper Waste business andachieved a revenue of Rs.120.47 lakhsfrom The Infrastructure businessaggregating toRevenue of Rs. 587.52lakhs a decrease of 48.24% as compared to Revenue of Rs. 1135.10lakhs from the Paper Waste businessand Rs.NIL revenue from the Infrastructure businessaggregating to Revenue ofRs. 1135.10 lakhsin the previous year. Decrease in revenue wasprimarily on account of lower 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.467.06 lakhsa decrease of 58.85% as compared toRs. 1135.10 lakhs in the previous year. The Paper Waste business recorded a Loss of Rs.110.32 lakhs during the year.

The Infrastructure business during the year achieved a revenue of Rs. 120.47 lakhs anincrease of 100% as compared to Rs.NIL revenue in the previous year. The Infrastructurebusiness revenue was boosted by 100% growth in infrastructure business by yielding aProfit Before Tax of Rs.120.47 lakhs.

Profit After Tax was Rs. 5.01 lakhs lower by 94.76% as against Rs.95.62 lakhs in theprevious year.

Other Financial Highlights Other Income was at Rs.38.96 lakhs as against Rs. 0.08 lakhsin 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 2019-20.

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 2019-20 the Board of Directors met Nine Times viz. on 08thApril 2019 22nd April 2019 09th May 2019 27th May2019; 27thJune 2019; 14th August 2019; 14th November2019; 14th February 2020 and 31st March 2020. The intervening gapbetween two Board meetings did not exceed the time limit prescribed in the Act and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR 2015). The particulars of the meetings and the detailsthereof have been provided in the Corporate Governance Report forming part of this report.

b) Statement on declaration given by independent directors under sub-section (6) ofsection 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 2019-20:

- Director:

• On the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company in its meeting held on 22ndApril 2019 appointed Mrs.Unnatti Jain(DIN: 07910214) as an Independent Woman Director (Additional) of the Companywith effect from 22nd April 2019.

• On the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company in its meeting held on 27thJune 2019 and subsequentlyapproved in AGM of the Company has re-appointed Mr. Ashish Kankani(DIN: 01971768)Independent Director of the Companyfor a second term of 5 (five) years as an IndependentDirector not liable to retire by rotation and who shall hold office of IndependentDirector up to the conclusion of 41st Annual General Meeting of the Company to be held incalendar year 2024.

• • On the recommendation of Nomination and Remuneration Committee the Boardof Directors of the Company in its meeting held on 27thJune 2019 andsubsequently approved in AGM of the Company has re-appointed Mr. PareshSampat(DIN:00410185) Independent Director of the Company for a second term of 5 (five) years as anIndependent Director not liable to retire by rotation and who shall hold office ofIndependent Director up to the conclusion of 41st Annual General Meeting of the Company tobe held in calendar year 2024.

• On the recommendation of Nomination and Remuneration Committee the Majority ofthe Board of Directors of the Company by Circular Resolution on 10/01/2020 which wassubsequently ratified by the Board of Directors of the Company in their Meeting held on14/02/2020 appointed Mr. Rakeshkumar Dinesh Mishra as an Additional Executive Directorof the Company with effect from 10th January 2020.

• On the recommendation of Nomination and Remuneration Committee the majority ofthe Board of Directors of the Company by Circular Resolution on 10/01/2020 which wassubsequently ratified by the Board of Directors of the Company in their Meeting held on14/02/2020 appointed Mr. Raviprakash Narayan Vyas as an Additional Non-executiveIndependent Director of the Company with effect from 10thJanuary 2020.

• On the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company in its meeting held on 14thFebruary 2020 appointedMr. NarendraChaturbhujPurohit as an Additional Non-executive Independent Director of theCompany with effect from 14thFebruary 2020.

- Key Managerial Personnel:

• On the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company in its meeting held on 08th April 2019 appointed Mr.Manish Patel as a Chief Financial Officer (KMP) of the Company with immediate effectpursuant to Section 203 of Companies Act 2013.

• On the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company in its meeting held on 31st March 2020 appointed Mr.Bharat Kumar Bohra as a Company Secretary and Compliance Officer (KMP) of the Companywith effect from 31st March 2020 pursuant to Section 203 of Companies Act2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

• On the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company in its meeting held on 27thJune 2019appointed Mr.ManishkumarVishbharlal Vyas as a Company Secretary and Compliance Officer (KMP) of theCompany with effect from 28thJune 2019 pursuant to Section 203 of CompaniesAct 2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

ii. Change in Designation:

- Director:

• Based on the recommendation of Nomination and Remuneration Committee the Boardof Directors at its meeting held on 27thJune 2019 changed designation of Mrs.Manisha Patel from Non-executive Director to Executive Director of the Company withimmediate effect.

iii. Resignation of Directors and Key Managerial Personnel (KMP) During the FinancialYear 2019-20:

• Mr. Sheena Karkera has resigned as Chief Financial Officer (KMP) of the Companywith effect from 08thApril 2019 pursuant to Section 203 of Companies Act2013.

• Mr. V. I. Gargresigned as an Executive Director and Chairman of the Boardw.e.f.May 09 2019.

• Mr. DilipBohra resigned as Company Secretary and Compliance Officer (KMP) of theCompany with effect from 4thMay 2019 pursuant to Section 203 of Companies Act2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.

• Mr. PareshSampatresigned as Non-Executive Independent Director of the CompanyW.e.f. January7 2020 Board noted the same in its Meeting held on 14th February 2020.

• Mrs. Manisha Patelresigned as an Executive Director of the Company W.e.f.January18

2020 Board noted the same in its Meeting held on 14thFebruary 2020.

• Mr.ManishkumarVishbharlal Vyas resigned as Company Secretary and ComplianceOfficer (KMP) of the Company with effect from 14th March 2020 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 Venture Companies:

The Company has incorporated subsidiary with a name of PSL Recycling Private Limited on27 May 2019 withan Authorized Share Capital of Rs.100000/- which is registered with theRegistrar of Companies Gujrat atAhemdabad. The said Company was incorporated to carry thebusiness of purchasing collecting sortinggrading classifying. processing recyclingselling dealing. trading. distributing all nature kinds types andvarieties of wastescrap rubbish pastic non usable recyclable reusable items or materials. Thesubsidiary had not commenced activities during the year and there were no materialtransactions and hence the company has not prepared Consolidated Financial Statements.

During the Financial Year 2019-20 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 2020 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 2020 and ofthe profit and 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:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial year of the Company to which the FinancialStatement relate and the date of this report.

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 year under review the Board has accepted all the recommendations made bythe Audit Committee.

The Company Secretary and Compliance Officer of the Company acts as Secretary of theCommittee. During the year fourAudit 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 fourStakeholder 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.parlesoftwares.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 2019-20under 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.parlesoftwares.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 bytheregulators or courts or tribunals which may impact the going concern status of theCompany andits operations in future.

20. Auditors of the Company

a) Statutory Auditor of the Company and their observations on accounts for the yearended 31st March 2020:

Pursuant to the provisions of Section 139 of the Companies Act 2013 At 35thAnnual General Meeting held on 25th September 2018 the Members approvedappointment of M/s. Dhawan& Co. Chartered Accountants [FRN: 002864N] to hold officefrom the conclusion of the 35th Annual General Meeting till the conclusion ofthe 40th Annual General Meeting of the Company to be held in the year 2023.

Further The observations / qualifications / disclaimers made by the M/s. Dhawan&Co. Chartered Accountants [FRN: 002864N] in their report for the Financial Year ended 31stMarch 2020 read with the explanatory notes therein are self-explanatory and therefore donot call for any further explanation or comments from the Board under Section 134 (3) ofthe Companies Act 2013.

b) Secretarial Auditor of the Company and their observations on accounts for the yearended 31st March. 2020

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 inpractice in the prescribed form. The Board appointed M/s. Monika Thanvi& AssociatesCompany Secretaries in Practice as

Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year2019 - 20 and its report is annexed hereto and marked as Annexure - A.

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. Monika Thanvi& Associates CompanySecretaries in Practice as Secretarial Auditor to conduct Secretarial Audit of theCompany for the Financial Year 2019 - 20 and its report is annexed hereto and marked asAnnexure - B.

There are qualifications reservations or adverse remarks or disclaimers made by M/s.Monika Thanvi& Associates Company Secretary in Practice in secretarial audit reportand compliance report are replied below:

There are inadvertent delays on the part of Company with regard to disclosuresappointment of Independent Directors and Filing of Forms. Your Company always believe inGood Corporate Governance Practices.

c) Internal Auditor of the Company for Financial Year 2019-20:

Pursuant to Section 138 of Companies Act 2019 and on the recommendation of AuditCommittee the Board of Directors in its meeting held on 29th March 2019appointed 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/CFO of the Company in terms of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 inter alia confirming the correctness of the Financial Statements and Cash FlowStatements adequacy of the internal control for financial reporting and reporting ofmatters 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 AuditCommittee 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 2020 made underthe provisions of Section 92 (3) of the Act is attached as Annexure - C which forms partof this Report.

The extract of Annual Return and Annual Return for the Financial Year 2019-20 shallalso be placed on the website of the Company at:https://www.parlesoftwares.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 asAnnexure - D and the corporate governance report together with Auditor report on thecompliance on the same is annexed hereto and marked as Annexure - E.

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.parlesoftwares.com.

20. 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 2019-20;

Non-executive Directors Ratio to median remuneration
Mr. Raviprakash Vyas 0
Mr. NarendraPurohit 0
Mr. Ashish Kankani 0
Mrs. Unnatti Jain 0
Executive Director
n

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 2019-20
MrRakeshprakash Mishra Executive Director nil
Mr Manish Patel CFO nil
Mr. Paresh Parekh CEO 15000/-
Mr Bharat Bohra CS nil

iii. The percentage increase in the median remuneration of employees in the financialyear:

The percentage increase in the median remuneration of employees in the financial year2019-20 was 3.20%.

iv. The number of permanent employees on the rolls of Company as on March 31 2020 is8.

v. Average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees in the financial year2019-20 was 3.20%. However there was no increase in the salaries of Director (ManagerialPersonnel) during the year. The increments given to employees are based on theirpotential performance and contribution which is also benchmarked against applicableindustry norms.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

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.

20 Director & Chief Financial Officer Certification

Certificate from Mr. Manish GopalbhaiPatel Chief Financial 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 2020 was placed before the Boardof Directors of the Company

21. Policy On Appointment And Remuneration For Directors Key Managerial Personnel AndSenior 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.parlesoftwares.in

22. 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 reviewno complaints were received by the Committee for Redressal.

23. 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.

24. 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.

25. 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.

26. 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.

27. State Of The Company's Affairs

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

28. Listing of Shares

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee forthe financial year 2019-20 has been paid to the BSE Limited (BSE).

29. Change of name of the company from PARLE SOFTWARE LIMITED to PARLE INDUSTRIESLIMITED

The Company has changed its name from ‘‘PARLE SOFTWARE LIMITED''To"PARLE INDUSTRIES LIMITED" with effect from September 03 2019 vide Certificateof Incorporation pursuant to change of name (Pursuant to Rule 29 of the Companies(Incorporation) Rules 2014) dated Third day of September 2019 issued by Registrar ofCompanies (ROC- Mumbai) and accordingly notified by Bombay stock Exchange vide theirNotice No: 20190917- 34 dated 17th September 2019 informing the Trading members of theexchange that the under mentioned company has informed the Exchange about the change inits name from ‘‘PARLE SOFTWARE LIMITED''To "PARLE INDUSTRIES LIMITED".Accordingly the SCRIP ID and ABBREVIATED NAME of the Company for BOLT Plus System will bechanged w.e.f 23 September 2019.

30. 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 cooperation 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 Directors
Sd/-
Ashish Kankani
Place: Mumbai Director
Date: 28/08/2020 (DIN: 01971768)

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