As on: Oct 12, 2024 02:13 AM
Dear Members,
Your Directors have pleasure in presenting their 39th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2022.
1. Financial Performance:
A summary of Company's Financial Performance for FY 2021-22 is as follows:
2. Deposits:
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (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 The Companies (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, 2013 form part of the Notes to Accounts of the Financial Statements provided in this Annual Report.
4. Dividend:
Due to exigencies of funds and with a view to conserve the resources, your directors do not recommend any Dividend for the financial year 2021-22.
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 be transferred to Investor Education & Protection Fund (IEPF).
6. Transfer To Reserves:
The Board of Directors has not appropriated and transferred any amount to any Reserve and 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 2021-22, the Board of Directors met Seven Times viz. on 10th Jun 2021, 5th August, 2021, 31st Aug 2021, 13th Oct 2021, 15th Nov 2021, 14th Feb 2022 and 31st Mar 2022. The intervening gap between two Board meetings did not exceed the time limit prescribed in the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015). The particulars of the meetings and the details thereof 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) of section 149:
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
c) Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors:
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 carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder relationship Committees. The manner in which the evaluation has been carried out 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-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive director. The same was discussed in the Board meeting held subsequently to the meeting of the independent directors, at which the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
e) Board of Director & Key Managerial Personnel:
i. Appointment of Directors and Key Managerial Personnel (KMP) During the Financial Year 2021-22:
- Director:
No Director appointed during the financial year 2021-22.
Key Managerial Personnel:
No KMP appointed during the financial year 2021-22.
ii. Change in Designation:
There was no change in designation of directors during the year.
iii. Resignation of Directors and Key Managerial Personnel (KMP) During the Financial Year 2020-21:
> Mr. Ashish Kankani resigned from the directorship of the Company w.e.f. 4th October, 2021.
8. Report on performance of Subsidiaries, Associates and Joint Venture Companies:
The Company had incorporated subsidiary with a name of PSL Recycling Private Limited on 27 May, 2019 with an Authorized Share Capital of Rs.1,00,000/- which is registered with the Registrar of Companies, Gujrat at Ahmedabad. The subsidiary had not commenced activities during the year and there were no material transactions.
Pursuant to the divestment of 51% holdings in the capital of PSL Recycling Private Limited (CIN: U37200GJ2019PTC108362) by the holding Company Parle Industries Limited PSL Recycling Private Limited' ceased to be Subsidiary Company of Parle Industries Limited' w.e.f. 31/08/2021. Hence the company has not prepared Consolidated Financial Statements.
During the Financial Year 2021-22, the Company does not have any Associate and Joint Venture Company.
9. Directors' Responsibility Statement:
Pursuant to the requirement under section 134 (3) (C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that;
a) In the preparation of the annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2022 and of the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
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 the company and that such internal financial controls are adequate and were operating effectively; and
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
10. Material changes and commitments affecting the Financial Position of the Company:
The Board in their meeting held on 31/3/2022 has approved the proposal to divest/sale the whole of assets and liabilities relating to one of its business division of Paper, Waste Paper & Allied Products to the prospective buyer in the forthcoming year 2022-2023, subject to Shareholder Approval in the upcoming AGM.
No other material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.
11. Audit Committee:
The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 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 of Directors at such meeting are included in the Corporate Governance Report.
During the year under 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 the Committee. 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 Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015.
During the year, Six Nomination and Remuneration Committee Meetings were convened and held.
13. Share Transfer and Stakeholders Relationship Committee:
As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the company has constituted Stakeholders Relationship Committee. The details of Composition of the Committee are included in the Corporate Governance Report.
During the year, four Stakeholder Relationship Committee Meetings were convened and held.
14. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and Individual Directors pursuant to the provisions of the Act and the Corporate 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 all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non- Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive Directors.
15. Related Party Transactions:
Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2:
During the year under review, all contracts / arrangements / transactions entered by the Company were in its Ordinary Course of the Business and on Arm's Length basis. During the year, the company has an Inter - Company Deposit (ICD) of net amount of Rs.1.04 Crore (Net) from PIL Enterprises Pvt. Ltd for the purpose of Business. There were no other material transactions with any related party as defined under Section 188 of the Companies 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 with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large
All Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for approval.
The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company's website www.parleindustries.com The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.
There were no material transactions entered into with related parties, during the period under review, which may have had any potential conflict with the interests of the Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure 1 of this Report
16. Conservation of energy, technology absorption, foreign exchange earnings and outgo
Since your Company does not own any manufacturing facility, the requirements pertaining to disclosure of particulars relating to conservation of energy, research and development and technology absorption, as prescribed under the companies Act, are not applicable. The foreign exchange earnings and expenditure of the Company during the financial year 2021-22 under review were Rs. NIL.
17. Risk management policy and its implementation
The Company has in place a mechanism and policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Risk Management Policy of the Company is hosted on the website of the Company at https: //www .parleindustries .com.
The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.
18. Corporate Social Responsibility (CSR)
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.
19. Significant and material orders passed by the regulators or courts:
During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.
20. Auditors of the Company
a) Statutory Auditor of the Company and their observations on accounts for the year ended 31st March, 2022:
i) Pursuant to the provisions of Section 139 of the Companies Act, 2013, At Board Meeting 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 Disclosure Requirements) Rcgulations, 2015, we hereby inform you that Board of Directors at its meeting held on 5th August, 2021 appointed M/s. DMKH & Co. Chartered Accountants (FRN: 116886W) as Statutory Auditors of the Company in casual vacancy occurred due to resignation of Statutory Auditors, M/s. Dhawan & Co. w.e.f. 5th August, 2021, subsequently approved by shareholders at Annual General Meeting held on 29th September, 2021..
b) Secretarial Auditor of the Company and their observations on accounts for the year ended 31st March, 2022
Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 inter-alia requires every listed company to annex with 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 2021-22 and its report is annexed hereto and marked as Annexure - 2.
Regulation 24 (A) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 inter-alia requires every listed company to annex with its Board's report, a Secretarial Annual Compliance 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 2021-22 and its report is available on website of the Company www.parleindustries.com .
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. M Rupareliya & Associates, Company Secretary in Practice, in secretarial audit report and compliance report. However, there are few observations which is listed below along with director's comments on that:
1. The Company has made delay in System Driven Disclosures to the depositories as per circular SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018 followed by circular SEBI/CIR/CFD/DCR1/CIR/P/2020/181 dated September 23, 2020.
Management Response : Company had filed the disclosure on time, however it got rejected due to technical error, therefore delayed filing.
2. The Company has delayed by a day in filing Regulation 24A of LODR for the year ending 31.03.2021.
Management Response : The filing was delayed by 1 day due to a technical glitch.
3. The Company has not Complied with LODR 34(3) Read with Schedule V of with regard to B(1)(i) and C(2)(h) with regard to :
Key Financial Ratios not disclosed in Annual Report
Names of Directors who have Skills/Expertise not mentioned in Annual Report.
Management Response : Company has inadvertently missed its reporting in Annual report.
4. The Company has not complied with Circular No.: NSDL/CIR/II/10/2021 dated 21.05.2021 of NSDL & Circular No. CDSL/OPS/RTA/POLCY/2021/65 dated June 02, 2021 with regard to E voting details required to be updated on the CDSL and NSDL portal.
Management Response : Company has uploaded e- voting results on CDSL website and sent e- voting details to NSDL through email.
5. The Company has been levied a fine of Rs. 76,700/- by Bombay Stock Exchange for noncompliance of Regulation 23(9) of LODR for delay in filing Compliance under Regulation 23(9) of LODR for disclosure of Related Party Transaction for the half year ended on March, 2022. Further Company has filed its submissions to Bombay Stock Exchange in the matter . The Company is yet to pay the said fines.
Management Response : Company has filed required disclosure under Regulation 23(9) of LODR and has made its submission to BSE regarding the same. .
6. The Company has delayed in filing E form ADT 1 for appointment of statutory Auditor in Casual Vacancy as per the provisions of Companies act, 2013.
7. The Company has not filed E form MGT 7 for the year 2020-21 in terms of section 92(4) of Companies Act, 2013.
8. The Company has delayed in Filing of MGT 14 for the resolutions passed in Board Meeting dated 13.10.2021 for the cessation of subsidiary w.e.f. 31.08.2021, as per the provisions of section 117 of Companies Act, 2013.
Management Response : There has been inadvertent delay in filing of some ROC Forms and the Company is ensuring to file all ROC forms within prescribed time limit.
c) Internal Auditor of the Company for Financial Year 2021-22:
Pursuant to Section 138 of Companies Act, 2019 and on the recommendation of Audit Committee, the Board of Directors in its meeting held on 25 th May, 2022 appointed M/s. Motilal & Associates, Chartered Accountants as Internal Auditor of the Company for conducting internal audit and lay down report in meeting of Audit Committee and Board of Directors at such interval as committee or Board deems fit as the case may be.
21. Internal financial controls and their adequacy:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.
The statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.
A Certificate from the Managing Director/ CEO/ CFO of the Company in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting 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 the auditors to the Audit Committee or the Board under section 143 (12) of the Companies Act, 2013.
23. Extract of Annual Return
Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the Financial Year ended 31st March 2022 made under the provisions of Section 92 (3) of the Act will be placed on the website of the Company at: 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, D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the corporate governance report together with Auditor report on the compliance on the same is annexed hereto and marked as Annexure - 3 and the Management Discussion and Analysis report is annexed hereto and marked as Annexure - 4.
25. Secretarial standards of ICSI
The Company hereby affirms that during the year under review, the Company has complied with 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 Company Secretaries of India.
26. Vigil Mechanism /Whistle Blower Policy
As per the provision of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015) the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism and a Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is placed 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 rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year 2021-22;
ii. The percentage increase in remuneration of each Director, CEO, CFO, Company Secretary, if any, in the financial year;
iii The percentage increase in the median remuneration of employees in the financial year 2021 -22 was 3.20%.
iv. The number of permanent employees on the rolls of Company as on March 31, 2022 is 8.
v. The average percentage increase in the salaries of employees in the financial year 2021-22 was 3.20%. However, there was no increase in the salaries of Director (Managerial Personnel) during the year. The increments given to employees are based on their potential, performance and contribution, which is also, benchmarked against applicable industry norms.
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, are required to be given.
28. Director & Chief Financial Officer Certification
Certificate from Mr. Manish Patel Chief Financial Officer and CEO Mr. Paresh Parekh, as specified in Part B of Schedule II of the SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 for the financial year ended March 31, 2022 was placed before the Board of 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 for selection and appointment of Director, Key Managerial Personnel and Senior Management Employee and their
Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director, which has been put up on 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 the Workplace" in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were received by the Committee for Redressal.
31. Issue of Sweat Equity Shares:
The Company has not issued any shares with Sweat Equity Shares and hence no information as 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 no information 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 information as 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 voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) 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 on Company's financial.
36. Listing of Shares
Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the financial year 2021-22 has been paid to the BSE Limited (BSE).
37. Appreciations and Acknowledgements:
The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company.
Your Directors wish to place on record their sincere appreciation and thanks for the valuable cooperation and support received from the Registrar of Companies, Maharashtra, Regional Director, Western Region, Ministry of Company Affairs, Company's bankers, financial institutions, Regulatory Authorities, Stock Exchanges and shareholders at large and look forward to the same in greater measure in the coming years.