Your Directors have pleasure in presenting their 34th Annual report on the affairs ofthe Company together with the Audited Statement of Accounts for the year ended on 31stMarch 2017.
A summary of company's financial performance for 2016 17 :
|Particulars ||Year Ended 31.03.2017 ||Year Ended 31.03.2016* |
|Gross Revenue ||26.85 ||24.18 |
|Total Expenses ||21.48 ||22.84 |
|Profit before tax ||5.37 ||1.34 |
|Less: Tax Expenses / Differed Taxes ||1.49 ||0.45 |
|Profit for the year ||3.88 ||0.89 |
|Paid Up Equity Share Capital ||1400.00 ||1400.00 |
* Previous year's figures have been re-grouped/ re-classified wherever necessary toconform to this year's classification.
Operating & Financial Performance:
During the year under review company made total income of Rs.26.85 lakhs as againstRs.24.18 lakhs in the previous year. The company has incurred total expenses of Rs.21.48lakhs against Rs.22.84 lakhs in the previous year in the financial statement. Your Companyhas made a Net profit of Rs.3.88 lakhs against Rs. 0.89 lakhs in the previous year infinancial statement. There is no change in the nature of the business of the Company.There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future. Therewere no material changes and commitment affecting the financial position between March 312017 and date of this Report of Directors.
The Company has not invited/ accepted any deposits from the public during the yearended March 31 2017. There were no unclaimed or unpaid deposits as on March 31 2017.
Transfer to Reserve:
During the year under review the Company transferred Rs. 3.88 lakhs to Reserves.
Due to exigencies of funds your directors do not recommend any dividend for thefinancial year 2016-17.
Number of Meeting of the Board:
During the year 2016-17 the Board of Directors met six times viz. on 24thMay2016; 10th August 2016; 10th November 2016; 23rdDecember 2016; 09th February 2017; and 31st March 2017.
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) inthe preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards had been followed along with proper explanationrelating 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 2017 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.
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 theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
Statement on declaration given by independent directors under sub-section (6) ofsection 149:
The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in subsection (6).
Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under subsection (3) of section 178;
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 are provided in the CorporateGovernance 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 (RPTs) which were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business and did notattract provisions of section 188 of the Companies Act 2013 and were also not materialRPTs under regulation 23 of the SEBI Listing Regulations 2015. During the year 2016-17as required under section 177 of the Companies Act 2013 and regulation 23 of the SEBIListing Regulations 2015 all RPTs were placed before the Audit Committee for approval.
A statement showing the disclosure of transactions with related parties as requiredunder Accounting Standard 18 is set out separately in this Annual Report. There were nomaterial transactions entered into with related parties during the period under reviewwhich may have had any potential conflict with the interests of the Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
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.
Material changes and commitments
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Companyand the date of this Report.
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 its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.
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.
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
Mr. Harish Luharuka has resigned from the Board w.e.f. 24th May 2016.
Detailed information on the directors is provided in the Corporate Governance Report.
Subsidiary Companies Joint Venture Or Associate Companies:
During the year under review there are no Subsidiary/Holding/Joint Ventures/ AssociateCompanies.
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 ofthe 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 essentialcomponents of various critical processes physical and operational which includes itsdesign implementation and maintenance along with periodical internal review ofoperational effectiveness and sustenance.
This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records and the timely preparation of reliablefinancial information.
The internal financial controls with reference to the financial statements wereadequate and operating effectively.
Presentation of financial statements
The financial statements of the Company for the year ended 31 March 2017 have beendisclosed as per Schedule III to the Companies Act 2013.
Pursuant to the provisions of section 139 142 of the Companies Act 2013 and theRules made thereunder the retiring auditors M/s G. R. Modi & Co. CharteredAccountants (Firm Registration No.112617W) be and are hereby re-appointed as Auditors ofthe Company for a term of 5 years to hold office from the conclusion of this annualgeneral meeting until the conclusion of the 39th annual general meeting of the Companysubject to ratification by shareholders at each annual general meeting to be heldhereafter and authorize Board to fix their remuneration for the year 2017-18."
The members are requested to approve the re-appointment of M/s. G.R. Modi & Co.Chartered Accountants (FRN No.112617W) as statutory auditors of the Company and to fixtheir remuneration for the year 2017-18.
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. G.R. Modi & Co. Statutory Auditors in their report.
M/s. Monika Thanvi & Associates Company Secretaries in Practice conductedSecretarial Audit for the financial year ended March 31 2017. 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 2017 in the prescribedForm MR-3 in Annexure A 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 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 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:
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 titledCorporate Governance' has been included in this Annual Report along with thereports on Management Discussion and Analysis and General Shareholder Information.
All Board members and Senior Management Personnel have affirmed compliance with theCode of Conduct for the year 2016-17. A declaration to this effect signed by theManaging Director of the Company is contained in this Annual Report.
The Managing Director (CEO) and CFO have provided to the Board the compliancecertificate with regard to the financial statements and other matters as requiredunder regulation 17(8) of the SEBI Listing Regulations 2015.
A certificate from the auditors of the Company regarding compliance of conditions ofcorporate governance is annexed to this Report.
Secretarial standards of ICSI
Pursuant to the approval given on 10 April 2015 by the Central Government to theSecretarial Standards specified by the Institute of Company Secretaries of Indiathe Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1 July 2015. The Company is in compliancewith the same.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are placed on the Company's website www.parlesoftwares.com. Aphysical 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 2013read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available to any shareholder on request as perprovisions of section 136(1) of the said Act.
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 cooperation that your Company received frombusiness associates and other strategic partners of the company. Your Directors wish toplace on record their sincere appreciation and thanks for the valuable co-operation andsupport received from the Registrar of Companies Maharashtra Regional Director WesternRegion Ministry of Company Affairs Company's bankers financial institutions RegulatoryAuthorities Stock Exchanges and shareholders at large and look forward to the same ingreater measure in the coming years.
For and on behalf of the Board of Directors
|Sd/- || ||Sd/- |
|Ashish Kankani || |
V. I. Garg
|Non-Executive Chairman ||Managing ||Director |
|(DIN 01971768 || |
Place: Mumbai Date: August 10 2017