Parle Industries Limited: Sub: Regulation 34-Submission of Revised Annual Report For The Year Ended 31" March, 2022
Parle Industries Limited: Sub: Regulation 34-Submission of Revised Annual Report For The Year Ended 31" March, 2022
To,
BSE Limited,
Corporate Relationship Department,
P.J. Towers, Dalal Street, Fort, Mumbai - 400 001
Dear Sir,
In terms of the requirements of Regulation 34(1) of the SEB (Listing Obligations and Disclosure
September, 2022. However, kindly note the Annual Report sent to shareholders through electronic
mode was in order.
videoconferencing
Cut-off date for e-voting Tuesday, 20th September, 2022
|E-voting start date and time Saturday, 24th September, 2022
|E-voting end date and time Monday, 26th September, 2022
www.evotingindia.com
E-voting website
Kindly take the above information on your record & oblige.
Thanking you.
Yours faithfully,
For Parle Industries Limited
LIM
Decpilaa
Ms. Deepika Tater
Company Secretary & Compliarce Officer
Encl: As above
PARLE INDUSTRIES LIMITED
Corporate Information 0
AGM Notice 1
Director’s Report 14
Annexure 1-AOC-2 24
Notice is hereby given that the 39th Annual General Meeting of the Shareholders of Parle Industries Limited
will be held on Tuesday, 27th September, 2022 at 10:30 a.m. through Video Conferencing (‘VC’)/Other Audio-
Visual Means (‘OAVM’). No physical meeting of members will be held, however, the meeting will be deemed
to have been held at the Registered office of the Company to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year
ended 31st March 2022, including the audited Balance Sheet as at 31st March, 2022, the Statement of
Profit and Loss for the year ended on that date together with the Reports of Directors’ and Auditors’
thereon.
2. To appoint a Director in place of Mrs. Kalpana Jha (DIN: 08853652) who retires by rotation and, being
eligible, offers herself for re-election.
3. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-
“RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of the
Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014, including any
statutory enactment or modification thereof, M/s. DMKH & Co. Chartered Accountants (FRN: 116886W)
has been appointed through Resolution passed in 38th Annual General Meeting held on 29th September,
2021, to hold office of Company for a period of five years till the conclusion Annual General Meeting to be
held in the year 2026, consent of the shareholders be and is hereby accorded to approve the remuneration of
Rs.1,00,000/- for the Financial Year, 2022-23 payable to M/s. DMKH & Co. Chartered Accountants
excluding out of pocket expenses and other expenses as may be mutually agreed by and between the Board
of Directors and the Statutory Auditor.
SPECIAL BUSINESS:
4. Authority to the Board to divest/Sale/dispose-off its one of business division engaged in Papers/Waste
Papers & Allied Products:-
To consider and, if thought fit, to pass, with or without modification, the following resolution as an Special
Resolution:
“RESOLVED THAT pursuant to section 180(1)(a) and all other applicable provisions of the Companies Act,
2013 and rules made thereunder as may be amended, from time to time and subject to the Memorandum and
Articles of Association, the consent of the members of the Company be and is hereby accorded to the Board
of Directors (hereinafter called “the Board”) to divest/Sale/dispose-off the whole of its division engaged in
business of Papers, Waste Papers & Allied Products along with this division’s entire assets and liabilities, in
one or more tranches, to the prospective Buyer.
RESOLVED FURTHER THAT for the purpose of implementation of this resolution, the Board be and is
hereby authorized to do all such acts, deeds, matter and things, including but not limited to deciding the
time, mode, manner, extent of tranches, if required and other terms and conditions of the disinvestment/
sales of the business as aforesaid, negotiating and finalizing the terms of sale/ offer for sale as may be
necessary, desirable and expedient to be agreed, and all incidental and necessary steps for and on behalf of
the company and to settle all questions or queries that may arise in the course of implementing this
resolution.”
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Registered Office:
Unit No. C/406, 4th Floor, Crystal Plaza
Premises Co-Op Soc Ltd. ,Plot Nos. B-4 & B-5, By Order of the Board
New Link Road Andheri Mumbai For Parle Industries Limited
MH 400053, India. Sd/-
CIN: L21000MH1983PLC029128 Ms. Deepika Tater
E-mail: [email protected] Company Secretary
Date: 24th August, 2022.
NOTES:
1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (’MCA’) vide its
circular dated 5th May, 2022 along with earlier issued circular on 5 May 2020 read with circulars dated
8 April 2020 and 13 April 2020 (collectively referred to as ‘MCA Circulars') and SEBI circular dated
12 May 2020 permitted holding of the AGM through VC/OAVM facility, without the physical presence
of the members at a common venue. In compliance with the provisions of the Companies Act, 2013
('the Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as ‘SEBI Listing Regulations, 2015’) and MCA Circulars, the AGM of the Company is
being conducted through VC/OAVM (hereinafter called as 'e-AGM').
2. The deemed venue for Thirty Ninth e-AGM shall be the registered office of the Company
3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the
Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI
(Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars
dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-
voting to its Members in respect of the business to be transacted at the AGM/EGM. For this purpose,
the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL)
for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of
casting votes by a member using remote e-voting as well as the e-voting system on the date of the
EGM/AGM will be provided by CDSL.
4. The Members can join the EGM/AGM in the VC/OAVM mode 15 minutes before and after the
scheduled time of the commencement of the Meeting by following the procedure mentioned in the
Notice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to
atleast 1000 members on first come first served basis. This will not include large Shareholders
(Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key
Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the
EGM/AGM without restriction on account of first come first served basis.
5. The AGM/EGM has been convened through VC/OAVM in compliance with applicable provisions of
the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular
No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020. In continuation
of this Ministry’s General Circular No. 20/2020, dated 05th May, 2020 and after due examination, it has
been decided to allow companies whose AGMs were due to be held in the year 2020, or become due in
the year 2021, to conduct their AGMs on or before 31.12.2021, in accordance with the requirements
provided in paragraphs 3 and 4 of the General Circular No. 20/2020 as per MCA circular no. 02/2021
dated January,13,2021.
6. Brief details of the director, who is seeking change in designation, is annexed hereto as per
requirements of regulation 36(3) of the SEBI Listing Regulations, 2015 and as per provisions of the
Act.
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Parle Ltd.
7. The facility of joining the e-AGM through VC /OAVM will be open 15 minutes before and will be open
up to 15 minutes after the scheduled start time of the e-AGM and will be available for all members.
8. Institutional Investors, who are members of the Company are encouraged to attend and vote at the
Thirty Ninth e-AGM of the Company.
9. The SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in
securities market. Members holding shares in electronic form are, therefore, requested to submit the
PAN to their depository participants. Members holding shares in physical form can submit their PAN
details to the Company or registrar.
10. In terms of section 101 and 136 of the Act, read together with the Rules made thereunder, the listed
companies may send the notice of e-AGM and the annual report, including Financial statements, Board
Report, etc. by electronic mode. Pursuant to the said provisions of the Act read with MCA Circulars,
SEBI circular dated 12 May 2020, Notice of 39th e-AGM along with the Annual Report for FY2021-22
is being sent only through electronic mode to those Members whose email addresses are registered with
the Company/Depositories. Members may note that the said Notice and Annual Report will also be
available on the Company's website https://www.parleindustries.com, website of the Stock Exchanges
i.e. BSE Ltd. www.bseindia.com and on the website of www.evotingindia.com.
11. To receive shareholders’ communications through electronic means, including Annual Reports and
Notices, members are requested to kindly register/update their email address with their respective
depository participants, where shares are held in electronic form. If, however, shares are held in
physical form, members are advised to register their e-mail address with Link In time -
[email protected].
12. Pursuant to section 72 of the Companies Act, 2013, members holding shares in single name and
physical form are advised to file nomination in the prescribed Form No. SH-13 in duplicate (which will
be made available on request) with the Company’s shares transfer agent, in respect of shares held in
electronic / Demat form, the members may please contact their respective depository participant.
13. In continuation of this Ministry’s General Circular No. 02/2022 Dated 05th May, 2022
it has been decided to allow companies whose AGMs were due to be held in the year 2022, , to conduct
their AGMs on or before 31.12.2022, in accordance with the requirements provided in paragraphs 3 and
4 of the General Circular No. 02/2022.
14. With a view to enable the Company serve the members better, members who hold shares in identical
names and in the same order of names in more than one folio are requested to write to the Company to
consolidate their holdings into one folio
15. SEBI vide its notification dated 8 June 2018 as amended on 30 November 2018, has stipulated that with
effect from 1 April 2019, the transfer of securities (except transmission or transposition of shares) shall
not be processed, unless the securities are held in the dematerialised form. The Company has complied
with the necessary requirements as applicable, including sending of letters to members holding shares in
physical form and requesting them to dematerialise their physical holdings.
16. To comply with the above mandate, members who still hold share certificates in physical form are
advised to dematerialise their shareholding to also avail of numerous benefits of dematerialisation,
which include easy liquidity, ease of trading and transfer, savings in stamp duty and elimination of any
possibility of loss of documents and bad deliveries.
17. In case of joint holders, the Member whose name appears as the first holder in the order of names as per
the Register of Members of the Company will be entitled to vote at the e-AGM.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
18. The Company has been maintaining, inter alia, the following statutory registers at its registered office :
i) Register of contracts or arrangements in which directors are interested under section 189 of the Act.
ii) Register of directors and key managerial personnel and their shareholding under section 170 of the
Act.
In accordance with the MCA circulars, the said registers will be made accessible for inspection through
electronic mode, and shall remain open and be accessible to any member during the continuance of the
meeting.
19. For ease of conduct, members who would like to ask questions/express their views on the items of the
businesses to be transacted at the meeting can send in their questions/comments in advance by visiting
URL https://evotingindia.com/ and clicking on the tab 'Post your Queries' during the period starting
from 25 September 2022 (9.00 a.m.) up to 27 September 2022 (5.00 p.m.) mentioning their name,
demat account no./Folio no., e-mail Id, mobile number, etc. The queries may be raised precisely and in
brief to enable the Company to answer the same suitably depending on the availability of time at the
meeting.
20. For more details on shareholders’ matters, please refer to the chapter on General Shareholder
Information, included in the Annual Report.
21. Since the meeting will be conducted through VC/OAVM facility, the Route Map is not annexed to this
Notice.
22. In case a person has become a Member of the Company after dispatch of e-AGM Notice, but on or
before the cut-off date for e-voting, i.e., Tuesday, 20 September 2022, such person may obtain the User
ID and Password from Link in-time by email request to [email protected].
23. Alternatively, member may send signed copy of the request letter providing the email address, mobile
number, self-attested PAN copy along with client master copy (in case of electronic folio)/copy of share
certificate (in case of physical folio) via email to [email protected]. for
obtaining annual report for F.Y.2021-22 and Notice of 38th e-AGM.
24. The Register of Members and Share transfer Books of the Company will remain closed from 20th Sept.,
2022 to 27th Sept., 2022 (both days inclusive).
25. Instructions for e-voting and joining the e-AGM are as follows:
In terms of the provisions of section 108 of the Companies Act, 2013 (the Act) read with Rule 20 of the
Companies (Management and Administration) Amendment Rules, 2015 (hereinafter called “the Rules”
for the purpose of this section of the Notice) and the provision under SEBI Listing Regulations, 2015,
the Company is providing facility to exercise votes on the items of business given in the Notice through
electronic voting system, to members holding shares as on 20th September, 2022 (End of Day) being
the Cut-off date (Record date for the purpose of Rule 20 (2) (ii) of the Rules) fixed for determining
voting rights of members, entitled to participate in the remote e-voting process, through the e-voting
platform provided by CDSL
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
The instructions for E-voting are as under:
A. The instructions for shareholders voting electronically and joining virtual meetings are as under:
i. The voting period begins on Saturday, 24th September, 2022 at 9.00 a.m. and ends on Monday,
26th September, 2022 at 5.00 p.m. During this period shareholders’ of the Company, holding
shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 20th
September, 2022 (End of Day) may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to
listed entities in India. This necessitates registration on various ESPs and maintenance of multiple
user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has
been decided to enable e-voting to all the demat account holders, by way of a single login
credential, through their demat accounts/ websites of Depositories/ Depository Participants.
Demat account holders would be able to cast their vote without having to register again with the
ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and
convenience of participating in e-voting process.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for
Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:
2) After successful login the Easi / Easiest user will be able to see the e-
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Voting option for eligible companies where the evoting is in progress as
per the information provided by company. On clicking the evoting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting. Additionally, there
is also links provided to access the system of all e-Voting Service
Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can
visit the e-Voting service providers’ website directly.
1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual Services website of NSDL. Open web browser by typing the following
Shareholders URL: https://eservices.nsdl.com either on a Personal Computer or on a
holding securities
mobile. Once the home page of e-Services is launched, click on the
in demat mode
with NSDL “Beneficial Owner” icon under “Login” which is available under
‘IDeAS’ section. A new screen will open. You will have to enter your
User ID and Password. After successful authentication, you will be able
to see e-Voting services. Click on “Access to e-Voting” under e-Voting
services and you will be able to see e-Voting page. Click on company
name or e-Voting service provider name and you will be re-directed to
e-Voting service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
3) Visit the e-Voting website of NSDL. Open web browser by typing the
following URL: https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting
Individual You can also login using the login credentials of your demat account
Shareholders through your Depository Participant registered with NSDL/CDSL for e-
(holding securities Voting facility. After Successful login, you will be able to see e-Voting
in demat mode)
option. Once you click on e-Voting option, you will be redirected to
login through their
Depository NSDL/CDSL Depository site after successful authentication, wherein
Participants you can see e-Voting feature. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period
or joining virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID
and Forget Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. CDSL and NSDL
Individual Shareholders holding Members facing any technical issue in login can contact
securities in Demat mode with NSDL helpdesk by sending a request at [email protected] or
NSDL call at toll free no.: 1800 1020 990 and 1800 22 44 30
Login method for e-Voting and joining virtual meetings for Physical shareholders and
shareholders other than individual holding in Demat form.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on
an earlier e-voting of any company, then your existing password is to be used.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
i)
For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
(iii) Shareholders holding shares in physical form will then directly reach the Company selection screen.
However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu
wherein they are required to mandatorily enter their login password in the new password field.
Kindly note that this password is to be also used by the demat holders for voting for resolutions of
any other company on which they are eligible to vote, provided that company opts for e-voting
through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(v) Click on the EVSN for the relevant <Parle Industries Limited> on which you choose to vote.
(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you
assent to the Resolution and option NO implies that you dissent to the Resolution.
(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click
on “CANCEL” and accordingly modify your vote.
(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting
page.
(xi) If a demat account holder has forgotten the login password then Enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required
to log on to www.evotingindia.com and register themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed
to [email protected].
• After receiving the login details a Compliance User should be created using the admin login and
password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to [email protected] and on
approval of the accounts they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in
favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to
verify the same.
• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory who
are authorized to vote, to the Scrutinizer and to the Company at the email address viz;
[email protected] (designated email address by company) , if they have voted from
individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the
same.
1. The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the
instructions mentioned above for e-voting.
2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be
displayed after successful login as per the instructions mentioned above for e-voting.
3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the AGM/EGM.
4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid
any disturbance during the meeting.
6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop
connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their
respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate
any kind of aforesaid glitches.
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7. Shareholders who would like to express their views/ask questions during the meeting may register
themselves as a speaker by sending their request in advance at least 10 days prior to meeting
mentioning their name, demat account number/folio number, email id, mobile number at (company
email id). The shareholders who do not wish to speak during the AGM but have queries may send
their queries in advance 10 days prior to meeting mentioning their name, demat account
number/folio number, email id, mobile number at (company email id). These queries will be replied
to by the company suitably by email.
8. Those shareholders who have registered themselves as a speaker will only be allowed to express
their views/ask questions during the meeting.
9. Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have
not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from
doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
10. If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if
the same shareholders have not participated in the meeting through VC/OAVM facility, then the
votes cast by such shareholders shall be considered invalid as the facility of e-voting during the
meeting is available only to the shareholders attending the meeting.
1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN
card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective
Depository Participant (DP)
3. For Individual Demat shareholders – Please update your email id & mobile no. with your
respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual
meetings through Depository.
If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting
System, you can write an email to [email protected] or contact at 022- 23058738 and
022-23058542/43.
All grievances connected with the facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th
Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai -
400013 or send an email to [email protected] or call on 022-23058542/43.
B. General instructions:
i. The Company has appointed M/s. K Pratik & Associates, Practicing Company Secretary (Mem
No.33502, COP: 12368) as the Scrutinizer to the e-voting process, in a fair and transparent
manner.
ii. The scrutinizer shall, immediately after the conclusion of voting at the ensuing annual general
meeting, first count the votes cast at the meeting, thereafter unlock the votes through e-voting in
the presence of at least two (2) witnesses, not in the employment of the Company and make, not
later than 48 hours from the conclusion of the meeting, a consolidated scrutinizer’s report of the
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
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total votes cast in favor or against, if any, to the Chairman of the Company, who shall
countersign the same.
iii. In the event of a poll, please note that the members who have exercised their right to vote by
electronic means/ through ballot form as above shall not be eligible to vote by way of poll at
the meeting. The poll process shall be conducted and report thereon will be prepared in
accordance with section 109 of the Companies Act, 2013 read with the relevant Rules. In such
an event, votes cast under Poll taken together with the votes cast through e-voting and using
ballot form shall be counted for the purpose of passing of resolution(s).
iv. The scrutinizer shall submit her report to the Chairman, who shall declare the result of the
voting. The results declared along with the scrutinizer’s report shall be placed on the
Company’s website: [email protected] and on the website of www.evotingindia.com
and shall also be communicated to the stock exchanges and registrar & transfer agent. Subject
to the receipt of sufficient votes, The resolution shall be deemed to be passed at the annual
general meeting of the Company scheduled to be held on Wednesday, 28th September, 2022.
Registered Office:
Unit No. C/406, 4th Floor, Crystal Plaza
Premises Co-Op Soc Ltd. ,Plot Nos. B-4 & B-5, By Order of the Board
New Link Road Andheri Mumbai For Parle Industries Limited
MH 400053, India. Sd/-
CIN: L21000MH1983PLC029128 Ms. Deepika Tater
E-mail: [email protected] Company Secretary
Date: 24th August, 2022.
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Explanatory Statement
(Pursuant to Section 102 of the Companies Act, 2013)
ITEM NO. 2:
The members are apprised that Mrs. Kalpana Anandkumar Jha (DIN: 08853652 ) who was appointed as
Additional- Executive, Non-Independent Director of the Company by Board of Directors in their meeting
held on 28/08/2020 and regularized in AGM held in 2020.
Mrs. Kalpana Anandkumar Jha, retires by rotation and offer herself for re-appointment. She is not
disqualified from being appointed as a director in terms of section 164 of the Act. She has accorded her
consent to act as director.
Brief Resume
Particulars Details
DIN 08853652
NIL
No. of Shares held in the company (Shareholding)
28.08.2020
Date of Original Appointment on the Board
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Disclosures of his relationship inter-se with other directors and on the number of Board meetings attended
by him are given in the Corporate Governance Report.
Mrs. Kalpana Jha is a wife of Director, Mr. Rakesh Mishra. Except this, None of the directors or key
managerial personnel or their relatives, are directly or indirectly concerned or interested, financially or
otherwise, except to the extent of their respective shareholding, if any, in the Company.
The Board commends this ordinary resolution set out in item No.2 of the Notice for approval by shareholders
ITEM NO.4:
The Board of Directors of the Company, at its meeting held on August 24, 2022, approved sale of whole of
its division engaged in business of Papers/Waste Papers & Allied Products for achieving sustainable long-
term growth by focusing on the new ventures of the Company and for further strengthening of their on-
going businesses.
Since, the aforesaid authorization involve divestment by way of sale, disposal, transfer of Company’s
interests/stake to third party investor on mutually agreeable terms and conditions as agreed by the Boards of
Directors and the investor and mentioned in the aforementioned resolution.
Section 180(1)(a) of the Companies Act 2013 requires the approval of shareholders by way of the special
resolution to enable the Board of Directors for the proposed divestment by way of sale, disposal.
to sell, lease or otherwise dispose off the whole or substantially the whole of the undertaking of the
Company, if the value exceeds 20% of its networth. Approval of the members of the Company is being
sought pursuant to provisions of section 180(1)(a) of the Companies Act, 2013.
The Board accordingly recommends the resolution for your approval as a Special Resolution.
None of the Directors and their relatives are concerned on interested in the proposed Special resolutions
except to the extent of their shareholding in the Company.
Registered Office:
Unit No. C/406, 4th Floor, Crystal Plaza
Premises Co-Op Soc Ltd. ,Plot Nos. B-4 & B-5, By Order of the Board
New Link Road Andheri Mumbai For Parle Industries Limited
MH 400053, India. Sd/-
CIN: L21000MH1983PLC029128 Ms. Deepika Tater
E-mail: [email protected] Company Secretary
Date: 24th August, 2022.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
DIRECTORS’ REPORT
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:
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.
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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
7. Directors and Key Managerial Personnel:
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.
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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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.
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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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.
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 5 th
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 .
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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 non-
compliance 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.
Pursuant to Section 138 of Companies Act, 2019 and on the recommendation of Audit Committee,
the Board of Directors in its meeting held on 25th 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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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
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.
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.
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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
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.
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.
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.
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.
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.
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.
During the year company’s has earned profit but it has no significant impact on Company’s financial.
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).
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 co-
operation 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.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Sd/- Sd/-
Rakesh Mishra Kalpana Jha
Place: Mumbai Director Director
Date: 24/08/2022 (DIN: 06919510) (DIN: 08853652 )
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/ arrangements entered into by the Company with
related parties referred to in sub-section (1) of section 188 the Companies Act, 2013, including
arms’ length transactions under third proviso thereto:
No transactions.
2. Details of material contracts or arrangement or transactions at arm’s length basis:
During the year Company 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 for which necessary approval has
been taken from Board and Audit Committee.
………………….…………………… ……………………………….....
(Director) (Director)
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
FORM NO. MR – 3
(Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
To,
The Members,
M/s. Parle Industries Ltd
Unit No. C/406, 4th Floor, Crystal Plaza,
Plot Nos. B-4 & B-5, New Link Road, Andheri (W),
Mumbai, Maharashtra, 400053
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions
and the adherence to good corporate practices by Parle Industries Limited(hereinafter
called “the Company”). Secretarial Audit was conducted in a manner that provided us a
reasonable basis for evaluating the corporate conducts/statutory compliances and
expressing our opinion thereon.
Based on my verification of the Company’s books, papers, minute books, forms and returns filed
and other records maintained by the company and also the information provided by the Company,
its officers, agents and authorized representatives during the conduct of secretarial audit, We
hereby report that in our opinion, the company has, during the audit period covering the financial
year ended on 31st March, 2022 complied with the statutory provisions of the applicable acts listed
hereunder and also that the Company has proper Board-processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter.
I have examined the books, papers, minute books, forms and returns filed and other
records maintained by the Company, for the financial year ended on 31st March, 2022
according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (“SEBI Act”)
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
d. The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations,2009; (Not applicable to the Company during the audit
period)
e. The Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to
the Company during the audit period)
f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008 (Not applicable to the company during the audit period)
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; (Not applicable to the Company during the audit period) and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
(Not applicable to the Company during the audit period)
The management has identified and confirmed the following laws as specifically applicable
to the Company:
1. Foreign Exchange Management Act, 1999 and the rules and regulations made
thereunder to the extent of Foreign Direct Investment and Overseas Direct Investment.
2. The Factories Act, 1948.
3. The Industrial Dispute Act,1947. (ID Act)
4. The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
5. The Payment of Bonus Act, 1965.
6. The Payment of Gratuity Act, 1972.
7. The Payment of Wages Act, 1936.
8. The Child Labour (Prohibition and Regulation) Act, 1986.
9. The Environment (Protection) Act, 1986.
10. The Water (Prevention and Control of Pollution) Act, 1974.
11. The Air (Prevention and Control of Pollution) Act, 1981.
12. The Central Sales Tax Act, 1956 & other applicable state Sales Tax Acts.
13. The Water Cess Act, 1977.
14. The Customs Act, 1962
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
We have also examined compliance with the applicable clauses of the following:
i. Secretarial Standards issued by The Institute of Company Secretaries of India;
ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
During the period under review, the Company has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. mentioned above subject to following observation :
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.
2.The Company has delayed by a day in filing Regulation 24A of LODR for the year ending 31.03.2021.
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.
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.
5. The Company has been levied a fine of Rs. 76,700/- by Bombay Stock Exchange for non-compliance 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.
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 subsiaiary w.e.f. 31.08.2021, as per the provisions of section 117 of
Companies Act, 2013.
The Board of Directors of the Company is duly constituted with proper balance of Executive
Director, Non- Executive Directors, Independent Directors and a Woman Director as on date.
The Changes in the composition of the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed
notes on agenda were sent at least seven days in advance and shorter notice consent was received
by all the directors wherever required. A system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
All decisions are carried out unanimously at Board Meetings and Committee Meetings
and recorded in the minutes of the meeting of the Board of Directors or Committees of the
Board, as the case may be.
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Parle Ltd.
I further report that there are adequate systems and processes in the Company commensurate with
the size and operations of the Company to monitor and ensure compliance with applicable laws,
rules, regulations and guidelines.
I further report that during the year under report, the company has not undertaken any other
event/action having a major bearing on the company’s affairs in pursuance of the above referred
laws, rules, regulations, guidelines, etc. referred to above.
CS Mayuri Rupareliya
Place: Rajkot Proprietor
Date: 24.08.2022 M.No. ACS 51422
C. P. No. 18634
P.R. NO.2017/2022
UDIN:A051422D000857040
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Parle Ltd.
ANNEXURE I
To,
The Members,
M/S. PARLE INDUSTRIESLIMITED
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was done
on test basis to ensure that correct facts are reflected in secretarial records. We believe that the
processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts
of the company.
4. Wherever required, we have obtained the Management Representation about the compliance of
laws, rules and regulations and happening of events, etc.
5. The compliance of the provisions of corporate and other applicable laws, rules and regulations,
standards is the responsibility of the management. Our examination was limited to the verification
of procedures on test basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the company nor of
the efficacy or effectiveness with which the management has conducted the affairs of the company.
CS Mayuri Rupareliya
Place: Rajkot Proprietor
Date: 24.08.2022 M. No. ACS 51422
C. P. No. 18634
PR No. 2017/2022
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
CORPORATE GOVERNANCE
In accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the report containing the details of
Corporate Governance systems and processes of the Company is as follows together with the Auditors
Certificate annexed as Exhibit - A to this report, on compliance with the conditions of Corporate
Governance laid down are presented in the Report on Corporate Governance for the year ended 31st March,
2022.
This Report States the compliance status as per requirements of Companies Act, 2013 and Listing
Regulations, 2015.
Parle Industries Limited benchmarks its Corporate Governance with the application of sound management
practices and it conforms to the mandatory requirements. The commitment of the Company to the highest
standards of good corporate governance practices predates SEBI and the provisions of the SEBI Listing
Regulations. Ethical dealings, transparency, fairness, disclosure and accountability are the main thrust to the
working of the Parle Industries Limited. The Company is constantly striving to adopt the emerging good
corporate governance practices.
The Company has a strong legacy of fair, transparent and ethical governance practices. The Company has
adopted a Code of Conduct Prevention of Insider Trading its employees including the Chief Executive
Officer and the Executive Directors, Non-Executive Directors which was revised during the year to align
with changing cultural and regulatory norms across the multiple jurisdictions in which the Company
conducts its business.
The responsibility of effective corporate governance rests not with a single authority. However, the Board of
Directors has the primary responsibility of ensuring that the fundamentals of corporate governance - as
expressed in law and regulation are complied with. Corporate governance is a state of mind and a set of
principles based on relationships and can only work if people charged with these responsibilities believe and
are committed to the principles that underlie effective corporate governance. An effective corporate
governance strategy can only emanate by constantly reviewing corporate governance practices.
The Company is in compliance with the requirements stipulated under Regulation 15(2) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 and regulation 17 to 27 read with Schedule V
and clauses (b) to (i) of sub-regulation (2) of regulation 46 of SEBI Listing Regulations, as applicable, with
regard to corporate governance.
The detailed report on implementation by the Company, of the Corporate Governance policies and practices
for 2021-2022, is set out below:
2. BOARD OF DIRECTORS:
The Board consists of Qualified and eminent persons with vast experience in industry, finance, management
and law. The Company is in full compliance with the Regulation 27 (2) of the SEBI (Listing Obligations and
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Disclosure Requirements) Regulations, 2015. The composition of the Board is in conformity with Regulation
17 of the SEBI Listing Regulations read with Section 149 of the Act.
The strength of the Board is of 6 (Six) Directors. The Board does not have any Nominee Director
representing any institution. None of the Directors on the Board hold directorships in more than ten public
companies. Further, none of the Directors on the Board is a member of more than ten Committees and
Chairman of more than five Committees across all companies in which they are Directors.
Independent Directors are non-executive directors as defined under Regulation 16(1)(b) of the SEBI Listing
Regulations read with Section 149(6) of the Act. The maximum tenure of independent directors is in
compliance with the Act. All the Independent Directors have confirmed that they meet the criteria as
mentioned under Regulation 16(1) (b) of the SEBI Listing Regulations read with Section 149(6) of the Act.
All the Independent Directors are in compliance with the Definition of Independent Director mentioned in
Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. None of
the Independent Directors of the Company are related to each other. The Company issues a formal letter of
appointment to independent directors in the manner as provided in the Companies Act, 2013. As per
regulation 46(2) of the SEBI Listing Regulations, 2015, the terms and conditions of appointment of
independent directors are placed on the Company’s website at: www.parleindustries.com
The maximum tenure of independent directors is in accordance with the Companies Act, 2013 and regulation
25(2) of the SEBI Listing Regulations, 2015.
None of the directors was a member in more than ten committees, nor a chairman in more than five
committees across all companies, in which he was a director. For the purpose of considering the limit of the
committees on which a director can serve, all public limited companies, whether listed or not, have been
included and all other companies including private limited companies, foreign companies and companies
under section 8 of the Companies Act, 2013 have been excluded. Only Audit Committee and Stakeholders
Relationship Committee are considered for the purpose of reckoning committee positions.
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a) Board meeting held 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.
b) Last Annual General Meeting (AGM) of the Company was held on 29th September, 2021.
The Attendance of Directors at the Board Meetings and Last AGM were as under:
Dates on which
the Attendance of Directors
Meetings were
Mr. Rakesh Mr. Paras Mrs. Mr. Mrs. Unnati Raviprakash
held
Mishra Bhojani Kalpana Narendra Jain Vyas
Jha Purohit
Board Meeting Present Present Present Present Present Present
10th Jun 2021
Board Meeting Present Leave of Present Present Present Present
5th August, 2021 absence
Present Present Present Leave of Present Present
Board Meeting absence
31st Aug 2021
Present Present Present Present Present Present
Board Meeting
13th Oct 2021
Present Present Present Present Present Present
Board Meeting
15th Nov 2021
Present Present Present Present Present Present
Board Meeting
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Parle Ltd.
4. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS INTER-SE AS ON 31ST
MARCH, 2022:
Note:
Board meets once in quarter wherein they review quarterly performance and financial results. The Board
meetings are generally scheduled well in advance and the notice of each meeting is given in writing to each
Director. All the items on the agenda are accompanied by a note giving comprehensive information on the
related subject. The agenda and relevant notes are sent in advance separately to each of directors and only in
exceptional cases the same is tabled at the meeting. The Board is also free to recommend the inclusion of any
method for discussion in consultation with the Chairman. The information as specified in Part A of Schedule
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is regularly made available to
the Board. The minutes of the Board meeting are circulated within reasonable time period in accordance with
the secretarial standards to all directors and are confirmed at subsequent meeting. The minutes of audit
committee and other committees of the board are circulated within the stipulated time period to all members
of the Committees and are regularly place before the respective Committees.
5. AUDIT COMMITTEE:
a) Preamble:
As required under section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosures Requirements) Regulations, 2015 read with part C of schedule II thereto, the
Board has constituted Audit Committee which comprises of the following Directors as on 31st March, 2022:
➢ Mr. Ashish Kankani resigned from the directorship of the Company w.e.f. 4th October, 2021 and
hence his membership ceases with immediate effect. Committee in its meeting held on 13 th
October, 2021 redesignated Mrs. Unnatti Jain as chairperson of the Committee.
➢ Mr. Narendra Purohit admitted as member of the committee w.e.f. 13th October, 2021.
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Parle Ltd.
b) Audit Committee meetings:
During the year under the review, the Committee met seven times, i.e. on 10th Jun 2021, 5th August, 2021,
31st Aug 2021, 13th Oct 2021, 15th Nov 2021; 14th Feb 2022 and 31st Mar 2022.
The Audit Committee shall have the authority to investigate into any matter that may be prescribed under
Company Law for the time being in force and within its terms of reference.
a. Oversight of the Company's financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible.
b. Recommending to the Board the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditors and the fixation of audit fees.
c. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
d. Reviewing with management the annual financial statements before submission to the Board, for
approval with particular reference to:
- Changes, if any, in accounting policies and practices and reasons for the same.
- Significant adjustments made in the financial statements arising out of audit findings.
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- Compliance with Listing and other legal requirements relating to financial statements.
e. Reviewing with the management, the quarterly financial statements before submission to the Board
for approval.
f. Reviewing with the management performance of statutory and internal auditors, adequacy of the
internal control systems.
g. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.
h. Discussions with internal auditors any significant findings and follow up thereon.
i. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board.
j. Discussions with statutory auditors before the audit commences, about the nature and scope of audit
as well as post-audit discussion to ascertain any area of concern.
k. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors.
l. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
- Statement of significant related party transactions (as defined by the audit committee), submitted
by Management;
- The appointment, removal and terms of remuneration of the Chief internal auditor shall be
subject to review by the Audit Committee.
a) Preamble:
Pursuant to section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Regulations read with
Part D of Schedule II thereto the Company has constituted the Nomination & Remuneration Committee.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
This Committee shall have the authority to Investigate into any matter that may be prescribed under
Company Law for the time being in force and shall also comply with the terms of reference as specified
herein as under:
1. The Nomination & Remuneration Committee shall have meetings periodically as it may deem fit.
2. The Nomination & Remuneration Committee shall invite such of the executives to be present at the
meetings of the Committee required by it.
3. The Nomination & Remuneration Committee shall have the following powers and functions:
a) To recommend to the Board, the terms and conditions of appointment of key Management
personnel.
b) To seek information from any employee.
To obtain outside legal or other professional advice.
b) Performance Evaluation:
The Nomination and Remuneration Committee lays down the criteria for performance evaluation of
independent directors and other directors, Board of Directors and Committees of the Board of Directors
pursuant to the provisions of the Companies Act, 2013.
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
c) Remuneration Policy:
The Nomination and Remuneration Committee has laid down the criteria for determining qualifications,
positive attributes and independence of a person proposed to be appointed as a director and recommend to
the Board a policy, relating to the remuneration for the directors, key managerial personnel and other
employees.
a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and
c) Remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working
of the company and its goals.
The remuneration policy of the Company is directed towards rewarding performance based on review of
achievements on a periodic basis and is inconsonance with the existing industry practice.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
The Nomination & Remuneration Committee consists of the following Directors as on 31st March, 2022:
d) Change in composition:
➢ Mr. Ashish Kankani resigned from the directorship of the Company w.e.f. 4 th October, 2021 and
hence his membership ceases with immediate effect. Committee in its meeting held on 13th
October, 2021 redesignated Mrs. Unnatti Jain as chairperson of the Committee.
➢ Mr. Narendra Purohit admitted as member of the committee w.e.f. 13th October, 2021.
During the year under the review, the Committee met seven times, i.e. on 10th Jun 2021, 5th August, 2021,
31st Aug 2021, 13th Oct 2021, 15th Nov 2021; 14th Feb 2022 and 31st Mar 2022:
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried
out an Annual Performance Evaluation of its own performance, the Directors individually as well as
the evaluation of the working of its various Committees.
A separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out by the
entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman
and Non-Independent Directors was carried out by the Independent Directors at their separate meeting
held on 31/03/2022.
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent
Directors of the Company shall hold at least one meeting in a year without the presence of Non
Independent Directors and members of the management. All the independent directors shall strive to
be present at such meeting.
Independent Directors met one time during the year on 13/02/2021 and attended by all the Independent
Directors Mrs. Unnatti Nishant Jain, Mr. Raviprakash Narayan Vyas and Mr. Narendra Chaturbhuj
Purohit.
The Company at its various meetings held during the Financial year 2021-22 had familiarize the
Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, the Business models of the Company etc. The Independent
Directors have been provided with necessary documents, reports and internal policies to familiarize
them with the Company’s policies, procedures and practices. Periodic presentations are made to the
Board and Board Committee meeting on Business and performance updates of the Company, Business
strategy and risks involved. Quarterly updates on relevant statutory changes and judicial
pronouncements and encompassing important amendments are briefed to the Directors
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
The Familiarization Policy along with the details of familiarization program imparted to the
Independent Directors is available on the website of the Company at https://www.parleindustries.com.
a) Preamble:
Pursuant to the provisions of section 178 of the Act and Regulation 20 of the SEBI Regulations read with
Part D of Schedule II thereto, the Shareholders’ Committee of the Board was reconstituted as the
Stakeholders’ Relationship Committee. The Stakeholder Relationship Committee comprises of the
following Directors as on 31st March, 2022:
b) Terms of Reference:
• Review the existing Investors Redressal System and suggest measures for improvement.
• Review the report of Registrars and Share Transfer Agents about investor's grievances and follow up for
the necessary action taken for redressal thereof.
• Suggest improvement in investor's relations.
• Consider and take on record the Certificate from Practicing Company Secretary certifying that the
aggregate number of equity shares held in depositories and in physical form tally with the total number
of shares issued, listed and admitted share capital.
During the year under the review, the Committee met five times, i.e. on 10th Jun 2021, 5th August,
2021, 31st Aug 2021, 15th Nov 2021 and 14th Feb 2022:
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Present Present Present
15th Nov 2021
Present Present Present
14th Feb 2022
d) Change in composition:
➢ Mr. Ashish Kankani resigned from the directorship of the Company w.e.f. 4 th October, 2021 and
hence his membership ceases with immediate effect. Committee in its meeting held on 13 th
October, 2021 redesignated Mrs. Unnatti Jain as chairperson of the Committee.
➢ Mr. Narendra Purohit admitted as member of the committee w.e.f. 13th October, 2021.
All share transfer and correspondence thereon are handled by the Company's Registrars and Share Transfer
Agents viz. Link lntime Private Limited situated at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai
400-83.
As on 31st March, 2022, Mr. Devansh Motiwala was Company Secretary and Compliance Officer, as required
under Regulation 6 of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”). He has been entrusted the task of overseeing the
Share Transfer work done by the Registrars and Share Transfer Agents and attending to grievances of the
Shareholders and Investors intimated to the Company directly or through SEBI and Stock Exchanges. Ms.
Deepika Tater has been appointed as Company Secretary and Compliance Officer of the Company in the
Board meeting held on 11th May, 2022 w.e.f. 01st May, 2022.
All complaints/grievances have been duly intimated to exchange under Regulation 13 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is as
follows;
a) Preamble:
The Company pays remuneration by way of salary, allowances and perquisites, performance allowance etc. to
the Directors, Executives and Company Secretary of the Company are on the recommendation of the
Nomination & Remuneration Committee as approved by the Board of Directors and shareholders of the
Company subject to approval of the Central Government if necessary.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Details of remuneration of the Directors, CEO, CFO and CS during Financial Year 2021-22:
Mr. Manish Patel (CFO) Nil Nil Nil Nil Nil Nil
During the year under review, there were no pecuniary transactions with any Non - Executive Director of the
Company.
b) Service Contracts:
We enter into service contracts with each of our Executive Directors containing the terms and conditions of
employment including salary, performance bonus and other benefits including perks to be received by the
Executive Directors.
The Nomination and Remuneration Committee is entrusted with the role of reviewing the compensation of
Directors.
➢ Sitting Fee:
The Company does provide sitting fees to its Non-Executive Directors of the Company..
➢ Commission:
Under the Companies Act, 2013, Section 197 allows a company to pay remuneration to its Non-
Executive Director either by way of a monthly payment or at a specified percentage of the net profits
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
of the company or partly by one way and partly by the other. Further, the section also states that
where the company has managing director or whole-time director or manager, then a maximum of
1% of its net profits can be paid as remuneration to its Non-Executive Director. In case there is no
managing director or whole-time director or manager, then a maximum of 3% of net profit can be
paid. Thus, the basis of payment to the Non-Executive Director is the net profit of the Company.
Non-Executive Director may also be paid / reimbursed such sums either as fixed allowance and /or
actual as fair compensation for travel, boarding and lodging and incidental and /or actual out of
pocket expenses incurred by such member for attending Board/Committee Meetings or for
Company’s work.
An independent director shall not be entitled to any stock option and may receive remuneration only
by way of fees and reimbursement of expenses for participation in meetings of the Board or
committee thereof and profit related commission up to a certain percentage of net profits in such
proportion, as may be permissible under the applicable law.
A. Particulars of last three Annual General Meetings and the Special Resolutions passed
thereat:
During the year, the Company has not passed any Resolution through Postal Ballot.
No Extra Ordinary General Meeting has been held during the year.
From 20th September, 2022 to 27th September, 2022 (both days Inclusive)
E. Financial Year:
April to March.
F. Name and address of the stock exchange where Company’s shares are listed:
The Company has made payment of listing fees to BSE Limited for the Financial Year 2021-22
H. Financial Calendar:
For the year ended March 31, 2022, results were announced on:
During the year 2021-22, the Company’s securities have not been suspended from trading on BSE
Limited.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
J. Scrip Code and ISIN Number:
Not Applicable.
L. Dematerialization of Shares:
The Company's shares are tradable compulsorily in electronic form. The Company has established
through its Registrar and Share Transfer Agents, connectivity with National Securities Depository
Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). 99.38% of the equity shares of
the company have been dematerialized as on 31st March, 2022.
M. Dividend:
Due to exigency of funds and with a view to conserve resources Directors of the Company have not
recommended any dividend on equity shares for the year ended 31st March, 2022 under review
N. High/Low 0f Market Price of Company's Shares traded on the Bombay Stock Exchange
(BSE) Up-to 31st March, 2022:
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
O. Investor Services:
The Company has appointed M/s. Link In-time India Private Limited (LIIPL) (Formerly known as
M/s. ln-time Spectrum Registry Limited, whose address is given below, as its Registrar and Transfer
Agents. The Registrar handles all matters relating to the shares of the Company including transfer,
transmission of shares, dematerialisation of share certificates, subdivision /consolidation of share
certificates and investor grievances. LIIPL is also the Depository interface of the Company with both
NSDL & CDSL.
Details of LIIPL are as follows:
Address : C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083.
Telephone No : 022-49186000
E-mail address : [email protected],
Fax No : 022-49186060
TOTAL
NUMBER OF % OF TOTAL SHARES % OF
SR.N SHAREHOLD SHAREHOLD FOR THE ISSUED
O. SHARES RANGE ERS ERS RANGE CAPITAL
1 1 to 500 3287 93.8339 196428 1.4031
2 501 to 1000 106 3.026 89392 0.6385
3 1001 to 2000 41 1.1704 59270 0.4234
4 2001 to 3000 15 0.4282 38373 0.2741
5 3001 to 4000 10 0.2855 35350 0.2525
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
6 4001 to 5000 7 0.1998 31341 0.2239
7 5001 to 10000 10 0.2855 71283 0.5092
8 10001 to 100000 27 1.9936 13478563 96.2755
S. Material Subsidiaries:
The Company does not have any material non-listed Indian subsidiary whose turnover or net worth
(i.e. paid-up capital and free reserves) exceeds 20% of the consolidated turnover or net worth
respectively, of the listed holding company and its subsidiaries in the immediately preceding
accounting year.
T. Other Disclosures:
5. Management Disclosures: The Senior Management Personal have been making disclosures to
the Board relating to all material, financial and commercial transactions, where they have
personal interest that may have a potential conflict with the interest of the Company at large.
Based on the disclosures received, none of the Senior Management Personnel has entered into
any such transactions during the year.
6. Strictures and Penalties: The Board of Directors has adopted the Risk Assessment Procedure.
The procedure provides an approach by the top Management to identify potential events that
may affect the Company, to manage the risk within its risk appetite and to provide reasonable
assurance regarding the achievement of objectives of the Company. The Senior Management
priorities the risk and finalize the action plan for mitigation of the key risks.
Further, the Company has complied with the requirements of the Stock Exchanges, Securities
and Exchange Board of India and other statutory authorities on all matters relating to capital
markets during the last three years and no penalties or strictures have been imposed on the
Company by any Stock Exchange, Securities and Exchange Board of India or other statutory
authorities
7. Whistle Blower Policy: The Whistle Blower Policy/Vigil mechanism provides a mechanism
for the director/employee to report violations, without fear of victimization, of any unethical
behavior, suspected or actual fraud, violation of the Code of Conduct, etc. which are
detrimental to the organization’s interest. The mechanism protects the whistle blower from any
kind of discrimination, harassment, victimization or any other unfair employment practice. The
Company affirms that no employee has been denied access to the Audit Committee.
The directors in all cases and employees in appropriate or exceptional cases will have direct
access to the Chairman of the Audit Committee. The said Policy is placed on the Company’s
website at: https://www.parleindustries.com.
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Parle Ltd.
10. Acceptance of recommendation of Committee: During the year 2021-22, all the
suggestions /recommendations of all the committees of the Board, have been accepted by the
Board of Directors.
Certificate signed by the Chief Executive Officer stating that the members of Board and Senior
Management personnel have affirmed compliance with the code of conduct of board of directors
and senior management is annexed hereto and marked as Exhibit – C to this report.
The certificate is placed before the Board of Directors in its meeting held on 24th August, 2022 duly
signed by the CEO & CFO of the Company in respect of the Financial Year 2021-22. This
certificate is being given to the Board pursuant to Regulation 17 (8) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule II Part B of the
said regulations which is annexed hereto and marked as Exhibit – D to this report.
As stipulated by SEBI a qualified Practicing Company Secretary carries out Secretarial Audit to
reconcile the total admitted capital with National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This
audit is carried out periodically and thereon is submitted to the Listed Stock Exchanges. The audit
confirms that the total Listed and Paid-up Capital is in agreement with the aggregate of the total
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
number of shares in Dematerialized form (held with NSDL and CDSL) and total number of shares
in physical form.
a. Mandatory
The Company has fully complied with the mandatory requirement of the SEBI Listing
Regulations, 2015.
b. Discretionary
The Company has also complied with the discretionary requirements as required.
The quarterly and annual financial results are sent to the Stock Exchanges immediately after
they are approved and taken on record by the Board of Directors. These financial results are
published in numerous leading dailies such as ‘Free Press Journal’(English), Business
Standard, The Financial express having all india coverage and ‘Mumbai Lakshadeep’
(Marathi), Apla Mahanagar local newspaper and are also made available on the website of
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Sd/- Sd/-
Rakesh Mishra Kalpana Jha
Place: Mumbai Director Director
Date: 24/08/2022 (DIN: 06919510) (DIN: 08853652 )
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Exhibit A:
To,
The Members of
Parle Industries Limited
Mumbai.
We have examined the compliance of conditions of Corporate Governance by Parle Industries Limited for
the year ended on March 31, 2022 as stipulated in SEBI Listing(Obligations and Disclosure Requirement)
Regulations, 2015 of the said Company with the Stock Exchange.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination was limited to a review of the procedures and implementation thereof, adopted by the Company
for ensuring the compliance of the conditions of Corporate Governance as stipulated in the said clause. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to our examination of the relevant records
and the explanations given to us, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement and Regulation 17 to 27 and clauses (b) to
(i) of regulation 46 (2) and para C, D and E of Schedule V of the SEBI Listing(Obligations and Disclosure
Requirement) Regulations, 2015 for the respective periods of applicability, during the year ended 31st March,
2022.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the Management has conducted the affairs of the Company.
Sd/
Manish Kankani
Partner
Membership No. 158020
Place: Mumbai
Date: 24th August, 2022
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Exhibit B:
To,
The Members,
Parle Industries Limited
Address: Unit No. C/406, 4th Floor, Crystal Plaza Premises Co-Op Soc Ltd. ,Plot Nos. B-4 & B-5, New
Link Road Andheri Mumbai MH 400053.
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors
of Parle Industries Limited having CINL21000MH1983PLC029128 and having registered office at Unit
No. C/406, 4th Floor, Crystal Plaza Premises Co-Op Soc Ltd. ,Plot Nos. B-4 & B-5, New Link Road Andheri
Mumbai MH 400053 (hereinafter referred to as ‘the Company’), produced before us by the Company for
the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub
clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors
Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations
furnished to us by the Company & its officers, We hereby certify that none of the Directors on the Board of
the Company as stated below for the Financial Year ending on 31stMarch, 2022 have been debarred or
disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Table A
Sr. No. Name of the Directors Director Identification Date of appointment in
Number Company
1. Mr. Paras Navinchandra Bhojani 07079341 28/08/2020
2. Mrs.UnnattiNishant Jain 07910214 22/04/2019
3. Mr Rakeshkumar Dinesh Mishra 06919510 10/01/2020
4. Mr. Raviprakash Narayan Vyas 07893486 10/01/2020
5. Mr. Narendra ChaturbhujPurohit 08686794 14/02/2020
6. Mrs. Kalpana Jha 08853652 28/08/2020
Ensuring the eligibility of for the appointment/ continuity of every Director on the Board is the responsibility
of the management of the Company. Our responsibility is to express an opinion on these based on our
verification. This certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
Sd/______________________________
CS Mayuri Rupareliya
Propietor
ACS No. 51422
CP No. 18634
Place: Mumbai
Date: 24th August, 2022
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Exhibit C:
[Regulation 34(3) read with Schedule V (Part D) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015] I, Mr. Paresh Tulsidas Parekh , Chief Executive Officer of Parle
Industries Ltd. hereby declare that all members of the Board of Directors and Senior Management have
affirmed for the year ended 31st March 2022, compliance with the code of conduct of Board of Directors and
Senior Management of the Company.
Sd/-
Mr. Paresh Tulsidas Parekh
Chief Executive Officer (KMP)
Place: Mumbai:
Date: 24th August, 2022
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Exhibit D:
We, the undersigned, in our respective capacities as Chief Executive Officer and Chief Financial Officer of
Parle Industries Limited (“the Company”), to the best of our knowledge and belief certify that:
(a) We have reviewed the financial statements and the cash flow statement for the financial year ended 31st
March, 2022 and based on our knowledge and belief, we state that:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain any
statements that might be misleading.
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance
with the existing accounting standards, applicable laws and regulations.
(b) We further state that to the best of our knowledge and belief, there are no transactions entered into by the
Company during the year, which are fraudulent, illegal or violative of the Company’s code of conduct.
(c) We hereby declare that all the members of the Board of Directors and Management Committee have
confirmed compliance with the Code of Conduct as adopted by the Company.
(d) We are responsible for establishing and maintaining internal controls and for evaluating the effectiveness
of the same over the financial reporting of the Company and have disclosed to the Auditors and the Audit
Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
(e) We have indicated, based on our most recent evaluation, wherever applicable, to the Auditors and Audit
Committee:
(i) significant changes, if any, in the internal control over financial reporting during the year;
(ii) significant changes, if any, in the accounting policies made during the year and that the same has
been disclosed in the notes to the financial statements; and
(iii) no instances of significant fraud of which we have become aware and there is no involvement of the
management or an employee having significant role in the Company’s internal control system over
financial reporting.
Sd/- Sd/-
Mr. Paresh Tulsidas Parekh Mr. Manish Patel
Chief Executive Officer (KMP) Chief Financial Officer (KMP)
Place: Mumbai:
Date: 24th August, 2022
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
The last two years the country’s economy has seen turbulence and uncertainty in terms of COVID –
19. Economic activity which was recovering with the ebbing of the third wave, rapid stride towards
universal vaccination, and supportive fiscal and monetary policies now faces significant headwinds
from the exacerbating geopolitical developments and the accompanying sharp rise in global
commodity prices and weakening global growth outlook.
The global recovery from the COVID-19 pandemic is turning out to be muted relative to earlier
expectations. Downside risks to even this subdued recovery have jumped significantly from the
escalation of geopolitical tensions, which have led to a broad-based increase in global commodity
prices and are expected to have a large negative impact on global trade and growth. Growth and
inflation outcomes are at high risk across the world as well as in India.
In the face of this extraordinary risk, the positive effects expected from the release of pent-up
demand, especially for contact-intensive services, the government’s thrust on infrastructure and
capital expenditure, congenial financial conditions and improving capacity utilisation appear
ephemeral.
The Management of the Company is pleased to present this report covering the activities of the company
during the year ended on March 31, 2022.
Economic outlook
Despite continued slowdown in the Global economies due to ongoing COVID-19 pandemic worldwide, the
Company is doing and expected to cope up with changing business dynamics and move towards growth over
the coming years.
The property market in India is set to benefit from increased economic activity in the coming
months. Over the past few years, record all-time low interest rates have opened up opportunities for
many first-time buyers as well as investors. With the economy returning to normalcy and
employees getting back to offices, there would be a gradual increase in demand for commercial
office spaces along with residential also.
Your company, barring unforeseen circumstances, expects to further improve the performance by efficient
resource utilization.
Your Company is exposed to a number of risks such as economic, regulatory, taxation and environmental
risks and also the investment outlook towards Indian real estate sector. Some of the risks that may arise in its
normal course of its business and impact its ability for future developments include inter-alia, credit risk,
liquidity risk, counterparty risk, regulatory risk, commodity inflation risk and market risk.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
The continued threat of Covid-19 remains a major risk for the industry this year. Apart from that,
rising inflation continues to be a major concern for the sector as this is putting a stress on the
margins.
Your Company’s chosen business strategy of focusing on certain key products and geographical segments is
also exposed to the overall economic and market conditions. Your Company has implemented robust risk
management policies and guidelines that set out the tolerance for risk and your Company’s general risk
management philosophy. Accordingly, your Company has established a framework and process to monitor
the exposures to implement appropriate measures in a timely and effective manner.
Human Resources
The company is committed to creating a professional culture to nurture and enable people to grow
in their careers alongside Company’s success. The company constantly strives to strengthen its
manpower in alignment with the business needs.
Your company believes in investing in people to develop and expand their capability. The company’s focus
is on unlocking the people potential and further developing their functional, operational and behavioral
competencies The belief “great people create great organization” has been at the core of the Company’s
approach to its people.
Your Company achieved Total Revenue of Rs.139.49 lakhs, a increase of more than 200%, as compared to
Revenue of Rs. 65.84 lakhs in previous year. Increase in revenue was primarily on account of other income
from Business.
Profit After Tax was Rs. 1.98 lakhs, positively higher as against loss of Rs.(49.43) lakhs in the previous
year.
Other Financial Highlights Other Income was at Rs.139.49 lakhs as against Rs. 64.36 lakhs in the previous
year, primarily on account of interest income & savings in expenses.
Your Company has commenced taking strides by identifying Joint Venture business partners to augment and
generate new revenue streams from infrastructure business segment.
Business Outlook:
As a part of an effective response strategy, Board has approved the proposal to divest/sale the whole of
assets and liabilities relating to one of its business division: Paper, Waste Paper & Allied Products to the
prospective buyer in the forthcoming year 2022-2023, subject to Shareholder Approval in the upcoming
AGM, to ensure better utilization of available funds and resources of the company.
The Company is considering the various business strategies, including analysing short-term cash flow
requirements, scenario planning to unlock capital and need to access funding, managing financial reporting
and compliance with regulations, navigating workforce disruption, evaluating business restructuring,
including business re-organisations and simplifications and in the forthcoming year your company is positive
about potential real estate development by utilizing available resources.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
Finance and Control
Your Company’s finance function is responsible for correctness of all financial information, timely reporting
of business metrics, ensuring complete financial propriety & control, effective risk management, treasury
operations and institutional investor relations. The accounting works on an integrated ERP platform, to
ensure a flexibility, speed and control on real time basis. During the course of last year, regular presentations
of audit reports including significant audit findings and compliance assurance along with the implementation
status and resolution timelines is made to the Audit Committee of the Board by the internal auditors. Every
quarter, the statutory auditors also make a presentation of the summary of audit issues to the Audit
Committee.
The Company has a proper and adequate system of internal control commensurate with the size of the
Company and the nature of its business to ensure that all the assets are safeguarded and protected against loss
from unauthorized use or disposition and those transactions are authorized, recorded and reported correctly
and adequately.
The Company’s internal controls are supplemented by internal audits, review by management and
documented policies guidelines and procedures. The system has been designed to ensure that financial and
other records are reliable for preparing financial information and for maintaining accountability of assets. All
financial and audit control systems are also reviewed by the Audit Committee of the Board of Directors of
the Company
List of Skills / Expertise / Competencies required to run effectively the business of the Company:
.Developing a small business into a successful enterprise demands more than passion. Unfortunately, facts
speak for themselves. Over half of new businesses fail mainly because the entrepreneur is unable to translate
their passion into practical business skills. Success demands more than hard work, resilience, and expertise in
your field. In order to succeed, you need to understand and to become proficient in a set of fundamental
business skills. Following are the essential skills that you is required to run the business of the Company:
Note: Higher Revenue with better profits and capital management has led to improved ratios.
CAUTIONARY STATEMENT:
The above Management Discussion and Analysis contains certain forward looking statements within the
meaning of applicable security laws and regulations. These pertain to the Company’s future business
prospects and business profitability, which are subject to a number of risks and uncertainties and the actual
results could materially differ from those in such forward looking statements. The risks and uncertainties
relating to these statements include, but are not limited to, risks and uncertainties, regarding a fluctuations in
earnings, our ability to manage growth, competition, economic growth in India, ability to attract and retain
highly skilled professionals, time and cost over runs on contracts, government policies and actions with
respect to investments, fiscal deficits, regulation etc. In accordance with the Code of Corporate Governance
approved by the Securities and Exchange Board of India, shareholders and readers are cautioned that in the
case of data and information external to the Company, no representation is made on its accuracy or
comprehensiveness though the same are based on sources thought to be reliable. The Company does not
undertake to make any announcement in case any of these forward looking statements become materially
incorrect in future or update any forward looking statements made from time to time on behalf of the
Company.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the financial statements of PARLE INDUSTRIES LIMITED (“the Company”),
which comprise the balance sheet as at 31st March 2022, the statement of Profit and Loss, statement
of changes in equity and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information.
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements give the information required by the Act in the manner so required
and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2022, and profit/loss, changes in equity
and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further
described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India together with the ethical requirements that are relevant
to our audit of the financial statements under the provisions of the Companies Act, 2013 and the
Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw your attention to the fact that the investment in the subsidiary namely PSL Recycling has
been sold off during the year and hence the Company has not prepared Consolidated Financial
Statements. Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
1. Inventories
During the relevant year under audit, inventories We have been provided with satisfactory
forming part of the opening stock of the company explanation for the goods damaged during the year
amounting to Rs. 78,05,461.58/- was damaged. The and have also examined the GST returns and the
company has reversed the ITC claimed on such corresponding effect in the books of accounts for
damaged goods. This event is significant to our reversal of Input Tax Credit on damaged goods.
audit as it is non-routine. Accordingly, this is
considered to be a key audit matter.
During the year under audit, the company has We have discussed this matter with the
written off prior period ledger difference management of the Company and appropriate
amounting to Rs. 64,97,013.23/- which includes level of those charged with governance, they have
Salary payable to Pramod Patil (Rs.1,86,998.23/-), provided us with valid reasons for prior period
Salary & Wages Payable (Rs. 55,50,000/-), Salary & ledger differences write off and after evaluating
Wages payable to Vimal Maharajwala-C.E.O. (Rs. and relying on the same we have suggested them
4,05,000/-), Sitting Fee Payable (Rs. 2,76,000/-), appropriate accounting treatment.
Telephone expense payable (Rs. 1,029/-), Audit fees
to G.R. Modi (Rs. 50,457/-) & Audit Fees payable
(Rs. 27,529/-). Since the same is of significant
amount it is considered to be a key audit matter.
Auditor’s Response
Our audit procedures included testing the design, implementation and operating effectiveness of
controls in respect of review of Property, Plant & Equipment, particularly in respect of
management process for determining the realizable value of the PPE sold. Our audit procedure
also includes evaluation of disposal date balances and assessing the gain on disposal. Further, we
inspected the contractual agreements & other relevant documents in order to understand key
terms and conditions & to assess the accounting impact.
Responsibilities of Management and Those Charged with Governance for the Financial
Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation of these financial statements that
give a true and fair view of the financial position, financial performance, changes in equity and
cash flows of the Company in accordance with the accounting principles generally accepted in
India, including the Accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
That Board of Directors is also responsible for overseeing the Company’s financial reporting
process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies
Act, 2013, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of such
controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Evaluate the overall presentation, structure and content of the financial statements, including
the disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are
therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Companies Act,
2013, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.
(a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act, read with Companies (Indian
Accounting Standard) Rules, 2015 as amended.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(e) On the basis of the written representations received from the directors as on 31st March,
2022 taken on record by the Board of Directors, none of the directors is disqualified as on
31st March, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of
the Company and the operating effectiveness of such controls, refer to our separate Report
in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best
of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial
position.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
Manish Kankani
Partner
Membership No. 158020
Place : Mumbai
Date : 25th May, 2022
UDIN:
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(i)
a)
A. The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment;
B. The Company does not have any intangible assets hence, no records showing the
particulars of the intangible assets were available.
c) The Company does not own any Immovable property. Accordingly, paragraph
3(i)(c) of the order is not applicable to the company.
d) The Company has not revaluated it’s PPE during the year. Accordingly,
paragraph 3(i)(d) of the order is not applicable to the company.
e) No proceeding has been initiated or pending against company for holding any
benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and rules made thereunder, hence, paragraph 3(i)(e) of the order is not
applicable to the Company.
(ii)
a) According to the information and explanation given to us, the Inventories were
physically verified by the management in accordance with a regular programme of
verification at reasonable intervals. On verification it has been observed that the
Company does not hold any Physical Inventory since no purchases during the relevant
financial year was made and the opening inventory was damaged, the same has been
dealt with in the books of accounts.
b) During the year no working capital limits had been sanctioned to the company in
excess of 5 crore rupees, in aggregate, from Bank and Financial institutions on the basis
of security of current assets. Accordingly, the provisions of the Clause 3(ii)(b) of the
Order is not applicable to the Company and hence not commented upon.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(iii) According to the information and explanations given to us, the Company has not granted
any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or
other parties covered in the register maintained under section 189 of the Companies Act,
2013. Hence, clause (iii) of paragraph 3 of the Order is not applicable to the Company.
(iv) In our opinion and according to information and explanations given to us, the Company
has not advanced loans to Directors/Company in which the director is interested to which
the provisions of Section 185 of the Companies Act, 2013 apply and hence not commented
upon.
Also, in our opinion and according to the information and explanation given to us, the
Company has not made investment and given guarantee/provided security which falls
under the purview of section 186 of the Companies Act, 2013 and hence not commented
upon.
(v) According to the information and explanations given to us, the Company has not accepted
deposits during the year and does not have any unclaimed deposits as at 31st March, 2022
and therefore, the provisions of the clause 3 (v) of the Order are not applicable to the
Company.
(vi) As per the information and explanation given to us, the maintenance of cost records
specified by the Central Government under sub-section (1) of section 148 of the Companies
Act, 2013, is not applicable to the Company and hence not commented upon.
(vii)
a) The Company has generally been regular in depositing undisputed statutory dues
including Provident fund, Employees’ State Insurance, Income-tax, Goods & Service
Tax, Sales-tax, Service Tax, Customs duty, Excise duty, Value Added Tax, cess and
any other material statutory dues applicable to it with the appropriate authorities.
Period
Name Amount Date of
Nature to which Date of
of the (in Rs.) demand
of Dues demand Payment
Statute
relates
A.Y.2008- Unpaid
Income Tax Act, 1961 Income Tax 1,41,695 10/08/2009
09 till Date
A.Y.2009- Unpaid
Income Tax Act, 1961 Income Tax 4,53,587 04/01/2011
10 till Date
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
A.Y. Various Unpaid
Income Tax Act, 1961 288
Short payment 2021-22 date till Date
Interest on
Prior Various Unpaid
Income Tax Act, 1961 deduction 45,166
default u/s Years date till Date
201
Income Tax Act, 1961
Prior Various Unpaid
Late filing fees 53,718
u/s 234E Years date till Date
b) According to information and explanation given to us and based on the audit procedures
conducted by us, there are no material dues of Statutory payment which have not been
deposited with the appropriate authorities on account of any dispute.
(viii) No transactions have been recorded in the books of account which has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(43 of 1961), Accordingly, paragraph 3(viii) of the order is not applicable to the Company.
(ix) According to the information and explanations given to us, the Company has not taken any
loans or borrowings from financial institutions, banks and government or has not issued
65
ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
any debentures. Hence reporting under clause 3 (ix) of the Order is not applicable to the
Company.
(x)
a) According to the information and explanations given to us, the Company has not
raised any money by way of initial public offer or further public offer (including debt
instruments) during the year. Accordingly, paragraph 3(x)(a) of the Order is not
applicable to the Company and hence, not commented upon.
b) According to the information and explanations given to us, the company has not made
any preferential allotment or private placement of shares or convertible debentures
(fully, partially or optionally convertible) during the year Accordingly, paragraph
3(x)(b) of the Order is not applicable to the Company and hence, not commented upon.
(xi)
a) To the best of our knowledge and according to the information and explanations given
to us, no material fraud by the Company or on the Company has been noticed or
reported during the year.
b) Since, no material fraud by company or on the company has been noticed or reported
during the year, therefore, no reporting under sub-section (12) of section 143 of the
Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule
13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;
c) According to the information and explanations given to us, the Company has not
received any whistle-blower complaints, hence, the provisions of the clause 3 (xi)(c) of
the Order is not applicable to the Company.
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi Company. Consequently, provisions of clause 3(xii) of the Order is
not applicable to the Company and hence, not commented upon.
(xiii) In our opinion and according to the information and explanations given to us, transactions
with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013
where applicable and the details of related party transactions have been disclosed in the
Financial Statements, as required by the applicable Indian accounting standards.
(xiv)
a) The company has an internal audit system commensurate with the size and nature of
its business;
b) The reports of the Internal auditor for the period under audit has been considered by
the statutory auditor.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(xv) According to the information and explanations given to us, during the year the Company
has not entered into any non-cash transactions with its directors or persons connected with
him and hence provisions of section 192 of the Companies Act, 2013 is not applicable to the
Company.
(xvi)
a) According to the information and explanations given to us, the Company is not
required to be registered under section 45-IA of the Reserve Bank of India Act, 1934
and hence, the provisions of the clause 3 (xvi)(a) of the Order is not applicable to the
Company.
b) The company has not conducted any Non-Banking Financial activities during the
reporting year and hence, the provisions of the clause 3 (xvi)(b) of the Order is not
applicable to the Company.
c) The company is not a Core Investment Company (CIC) as defined in the regulations
made by the Reserve Bank of India. Accordingly provisions of clause 3(xvi)(c) of the
Order is not applicable to the Company and hence, not commented upon.
d) Since the company is not a Core Investment Company (CIC), the provisions of clause
3(xvi)(d) of the Order is not applicable to the Company and hence, not commented
upon.
(xvii) The company has incurred cash losses during the year of Rs. 62,81,294.01 /- and in the
immediately preceding financial year of Rs. 68,89,178.10 /-
(xviii) During the year the statutory auditor of the Co. has resigned and there were no issues,
objections or concerns raised by the outgoing auditors, hence complying with the
provisions of clause 3(xviii) of the Order.
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial
assets and payment of financial liabilities, other information accompanying the financial
statements, the auditor’s knowledge of the Board of Directors and management plans, the
auditor is of the opinion that no material uncertainty exists as on the date of the audit
report that company is capable of meeting its liabilities existing at the date of balance sheet
as and when they fall due within a period of one year from the balance sheet date.
(xx) Since the provisions of Corporate Social Responsibility under section 135 of the companies
Act, 2013 is not applicable to the company, there is no reporting requirement under clause
3(xx) of the order.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(xxi) Since the company does not have any group company and no consolidated financial
statements are prepared, the provisions of clause 3(xxi) of the Order is not applicable to the
Company and hence, not commented upon.
Sd/-
Manish Kankani
Partner
Membership No. : 158020
Place : Mumbai
Date : May 25, 2022
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements section of
our report to the members of PARLE INDUSTRIES LIMITED of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of PARLE INDUSTRIES
LIMITED (“the Company”) as of March 31, 2022 in conjunction with our audit of the financial
statements of the Company for the year ended on that date.
The Company’s management is responsible for establishing and maintaining internal financial controls
based on the internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These
responsibilities include the design, implementation and maintenance of adequate internal financial
controls that were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over financial
reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of
Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards
and the Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls over financial
reporting was established and maintained and if such controls operated effectively in all material
respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of
internal financial controls over financial reporting included obtaining an understanding of internal
financial controls over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion on the Company’s internal financial controls system over financial reporting.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Parle Ltd.
A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A
company's internal financial control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may occur and not be detected. Also, projections of any evaluation of the internal
financial controls over financial reporting to future periods are subject to the risk that the internal
financial control over financial reporting may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the explanation given to us, the
Company has, in all material respects, an adequate internal financial controls system over financial
reporting and such internal financial controls over financial reporting were operating effectively as at
March 31, 2022, based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
Manish Kankani
Partner
M. No. 158020
Place : Mumbai
Date : 25th May, 2022
70
Parle Industries Limited
Balance Sheet as at 31 March 2022 ( Amount in Rupees)
As at 31 March
Particulars As at 31 March 2021
Note No. 2022
Assets
Non-current assets
Property, Plant and Equipment 2 59,637 107,108
Deferred tax assets (net) 3 1,788,231 2,062,434
Other non-current assets 4 100,000 -
Current assets
Inventories 5 173,803,669 181,609,131
Financial Assets
Trade receivables 6 29,788,449 27,345,376
Cash and cash equivalents 7 1,127,293 373,041
Other assets 8 10,000,000 -
Other current assets 9 39,444,446 35,652,764
Total Assets 256,111,724 247,149,855
Equity and Liabilities
Equity
Equity Share capital 10 140,000,000 140,000,000
Other Equity 11 62,882,841 62,684,293
Liabilities
Non-current liabilities
Trade Payables
Total outstanding dues of other than MSME; 12 28,247,991 25,678,914
Other non-current liabilities 13 21,454,187 6,671,034
Current liabilities
Financial Liabilities
Other financial liabilities 14 - 3,622,917
Other current liabilities 15 3,144,504 8,492,697
Provisions 16 216,000 -
Current Tax Liabilities (Net) 17 166,200 -
Total Equity and Liabilities 0 256,111,724 247,149,855
71
Parle Industries Limited
Statement of Profit and Loss for the year ended 31 March 2022 ( Amount in Rupees)
As at 31 March As at 31 March
Particulars
Note No. 2022 2021
Revenue From operations 18 - 148,513
Other Income 19 13,949,317 6,436,091
Total Income 13,949,317 6,584,604
Expenses
Cost of materials consumed - -
Purchases of Stock-in-Trade 20 (7,805,462) -
Changes in inventories of finished goods, Stock-in -Trade and workin-progress 21 7,805,462 148,521
Employee benefits expense 22 981,330 864,000
Finance costs - -
Depreciation and amortization expenses 2 47,471 2,051,147
Other expenses 23 12,281,565 11,549,104
Total 13,310,366 14,612,772
Profit/(loss) before exceptional items and tax 638,951 (8,028,168)
Exceptional Items - -
Profit/ (loss) before exceptions items and tax 638,951 (8,028,168)
Tax Expenses
Current Tax 166,200 -
Deferred Tax 274,203 (2,824,302)
Excess/Short provision of tax (260,835)
Profit (Loss) for the period from continulng operations 198,548 (4,943,030)
Profit/(loss) from discontinued operations - -
Tax expenses of discontinued operations - -
Profit/(loss) from Discontinued operations (after tax) - -
Profit/(loss) for the period 198,548 (4,943,030)
Other Comprehensive Income
Items that will not be reclassifled to proflt or loss - -
Income tax relating to items that will not be reclassified to profit or loss - -
Items that will be reclassified to profit or loss - -
lncome tax relating to items that will be reclassified to profit or loss - -
Total Comprehensive Income for the period Comprising Profit (Loss) and Other.comprehensive Income for the period
198,548
) (4,943,030)
Earnings per equity share (for discontinued operation
Basic - -
Diluted - -
Earning per equity share (for discontinued & continuing operation)
Basic 0.01 (0.35)
Diluted 0.01 (0.35)
Date : 25/05/2022
Place : Mumbai sd/- sd/-
Manish Patel Deepika Tater
CFO Company Secretary
72
Parle Industries Limited
Statement of Cash Flow for the year ended 31 March 2022
As at 31 March As at 31 March
Particulars Note No
2022 2021
Note :
a). The above cash flow statement has been prepared under the "Indirect Method" as set out in the Indian Accounting
Standard (IND AS-7) - Statement of Cash Flow
b). There are no non-cash item transactions noted during the year.
Date : 25/05/2022
Place : Mumbai sd/- sd/-
Manish Patel Deepika Tater
CFO Company Secretary
73
Property, Plant and Equipment
Note No.:2
Particulars Office equipment Computers Total
Accumulated Depreciation
Opening Accumulated Depreciation 655,261 2,042,333 2,697,594
Depreciation charged during the year 21,727 25,744 47,471
Closing Accumulated Depreciation 676,988 2,068,077 2,745,065
74
Parle Industries Limited
Schedule forming part of Balance Sheet as at 31 March 2022
As at 31 March As at 31 March
Particulars
2022 2021
Financial Assets
The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred tax liability on the
difference between the book balance and the written down value of fixed assets under Income Tax
Security Deposit includes Leave License Deposit for its registered office.
5 Inventories
Raw materaals - -
Work'in-progress 172,339,905 172,339,905
Finished goods; 1,463,764 9,269,226
173,803,669 181,609,131
During the year, inventories worth Rs.78.04 lakhs had been damaged and the same has been dealt with in the books. Consecutively, the GST
Input Tax Credit claimed on such damaged goods has been reversed.
The company uses First in First out method to value its inventories.
6 Trade receivables
Trade Receivables : 30,396,377 27,345,376
Less: Expected Credit Loss (607,928) -
29,788,449 27,345,376
Trade Receivables considered good - Secured
Trade Receivables considered good - Unsecured 30,396,377 27,345,376
Trade Receivables which have significant increase in Credit Risk; and
Trade Receivables - credit impaired. (607,928) -
75
7 Cash and cash equivalents
Cash Balance 758,966 114,008
Bank balance with current a/c 368,327 259,033
1,127,293 373,041
8 Other assets
Loans (ICD)given to related parties 10,000,000 -
10,000,000 -
Alternatively, repayment for ICD could be shown under the head 'Other Non-Current liabilities' by settling Payment and Repayment Entry.
76
10 Equity Share Capital
Particulars As at 31 March 2022 As at 31 March 2021
No of Shares Amount No of Shares Amount
A reconciliation of the number of shares outstanding at the beginning and at the end of the period;
Particulars As at 31 March 2022 As at 31 March 2021
No of Shares Amount No of Shares Amount
Outstanding at the beginning of the year 14,000,000 140,000,000 14,000,000 140,000,000
77
Parle Industries Limited
Note No.: 10
Restated balance
Changes in Equity Changes in equity Balance at the end
Balance at the beginning of at the beginning
Share Capital due to share capital during of the current
the current reporting period of the current
prior period errors the current year reporting period
reporting period
Restated balance
Changes in Equity Changes in equity Balance at the end
Balance at the beginning of at the beginning
Share Capital due to share capital during of the current
the current reporting period of the current
prior period errors the current year reporting period
reporting period
78
Other Equity
Note No.: 11
For the year ended 31 March 2022
(i) Retained Earnings represents surplus i.e balance of the relevant column in the Statement of Changes in Equity;
(ii) Debit balance of Statement of Profit and Loss is shown as a negative figure under the head 'retained earnings'. Similarly,
the balance of 'Other Equity', after adjusting negative balance of retained earnings, if any, will be shown under the head
'Other Equity' even if the resulting figure is in the negative; and
(iii) Under the sub-head 'Other Equity', disclosure has been made for the nature and amount of each item.
79
Parle Industries Limited
Schedule forming part of Balance Sheet as at 31 March 2022
As at 31 March As at 31 March
Particulars
2022 2021
None of the creditors have given MSME declarations therefore classified all entities as other than MSMEs.
16 Provisions
Provision for employee benefits; and - -
Audit Provision 216,000 -
216,000 -
80
Parle Industries Limited
Schedule forming part of Profit & Loss Account for the year ended 31 March 2022
19 Other income
Cash Discount 3,004 9,700
Prior period w/off 6,497,013 43,295
Interest Income 6,954,000 2,250,000
Interest Received - 177,196
Fees paid waived off 465,000 -
Prior Period Ledger Diff - 3,954,000
Profit on Sale of Assets - 1,900
Written off Charges 30,300 -
13,949,317 6,436,091
20 Purchases of Stock-in-Trade
Stock in trade w/off Net off GST 7,805,462 -
7,805,462 -
23 Other Expenses
Indirect Expenses
Annual Issuer-CDSL 65,406 45,000
Annual Issuer-NSDL 45,000 90,000
Audit Fees & Other Charges 180,000 271,500
Bank Charges 1,720 3,362
Communication Expenses 39,393 27,363
Contracts & AMC 386,376 -
Damaged Goods w/off Gross 8,195,735 -
Directors Remuneration 412,800 380,000
Empanelment Fee 23,600 -
E-Voting Charges-Cdsl 70,316 47,823
Impairment due to Expected Credit Loss 607,928 -
GST paid 786,588 -
Insurance Premium 3,000 3,000
Interest and Fees on Income Tax - 892,677
Interest cost 133,633 -
Interest on Tds 5,188 161,586
Filing Fee - 600
Legal & Professional Charges 438,741 278,746
Listing Fee - Bse 300,000 300,000
Loss on Sale of Industrial Shed - 1,529,017
Loss on Sale of Plant & Machinery - 5,330,764
Miscellaneous Expenses 7,198 8,400
Non Compliance Penalty_BSE 2,000 465,000
Printing & Statinery Expenses 80,978 36,219
Professional Charges - 811,815
R & T Charges 12,000 12,000
Rent 150,000 543,000
Repairs & Maintainance 6,200 13,206
Retainership Fees - 116,000
ROC Expenses - 38,000
Rounding Off 10 9
Sales & Marketing 142,261 125,928
TDS paid 150,000 -
Utilities 25,495 18,090
Website Charges 10,000 -
12,281,565 11,549,104
Total 12,281,565 11,549,104
81
24 Fair value measurements
As at 31 March 2022
Carrying Value Fair Value hierarchy
Amortised
Particulars FVTPL FVTOCI Cost Total Total
Level 1 Level 2 Level 3
Financial Assets
(i) Investments - - - - - - - -
(ii) Trade Receivable - - 29,788,449 29,788,449 - 29,788,449 - 29,788,449
(iii) Cash and Cash Equivalents - - 1,127,293 1,127,293 - 1,127,293 - 1,127,293
(iv) Loans - - 10,000,000 10,000,000 - 10,000,000 - 10,000,000
TOTAL - - 40,915,742 40,915,742 - 40,915,742 - 40,915,742
Financial Liabilities
(i) Current Borrowings - - - - - - - -
(ii) Trade Payables - - 28,247,991 28,247,991 - 28,247,991 - 28,247,991
TOTAL - - 28,247,991 28,247,991 - 28,247,991 - 28,247,991
As at 01 April 2021
Carrying Value Fair Value hierarchy
Amortised
Particulars FVTPL FVTOCI Cost Total Total
Level 1 Level 2 Level 3
Financial Assets
(i) Investments - - - - - - - -
(ii) Trade Receivable - - 27,345,376 27,345,376 - 27,345,376 - 27,345,376
(iii) Cash and Cash Equivalents - - 373,041 373,041 - 373,041 - 373,041
(iv) Loans - - - - - - - -
TOTAL - - 27,718,417 27,718,417 - 27,718,417 - 27,718,417
Financial Liabilities
(i) Current Borrowings - - - - - - - -
(ii) Trade Payables - - 25,678,914 25,678,914 - 25,678,914 - 25,678,914
TOTAL - - 25,678,914 25,678,914 - 25,678,914 - 25,678,914
The carrying amounts of trade receivables, cash and bank balances, current loans, current borrowings, and trade payables are considered
to be approximately equal to the fair value.
I. Fair value hierarchy
The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are
(a) recognised and measured at fair value and,
(b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial
instruments into the three levels prescribed under the Indian accounting standard. An explanation of each level is as follows :
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. For example, listed equity instruments that have
quoted market price.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the
case for unlisted equity securities, contingent consideration and indemnification asset included in level 3.
The fair values computed above for assets measured at amortised cost are based on discounted cash flows using a current borrowing rate.
They are classified as level 2 fair values in the fair value hierarchy due to the use of unobservable inputs.
82
25 Financial Risk Management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk ;
• Liquidity risk ; and
• Market risk
A. Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The
company is exposed to credit risk from its operating activities (primarily for trade receivables and loans) and from
its financing activities (deposits with banks and other financial instruments).
Ageing of trade and other receivables that were not impaired was as follows.
As at 31 March
Carrying amount As at 31 March 2021
2022
Neither Past due nor impaired 15,448,049 1,500,000
Past due but not impaired (607,927.54) -
Past due more than 180 days 14,948,328 25,845,376
TOTAL 29,788,449 27,345,376
B. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at
a reasonable price. For the Company, liquidity risk arises from obligations on account of financial liabilities – trade
payables and borrowings.
The Company maintained a cautious funding strategy, with a positive cash balance throughout the year ended
31st March, 2022 and 31st March, 2021. This was the result of cash delivery from the business. Cash flow from
operating activities provides the funds to service the financing of financial liabilities on a day-to-day basis. The
Company’s treasury department regularly monitors the rolling forecasts to ensure it has sufficient cash on-going
basis to meet operational needs. Any short term surplus cash generated by the operating entities, over and above
the amount required for working capital management and other operational requirements, are retained as cash
and cash equivalents (to the extent required).
83
Maturities of non – derivative financial liabilities (Amount in Rs.)
Particulars As at 31 March 2022 As at 31 March 2021
Less than 1 year More than 1 year Less than 1 year More than 1 year
C. Market risk
Market risk is the risk that changes in market prices such as foreign exchange rates, interest rates and equity prices
will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to
all market risk sensitive financial instruments. The Company is exposed to market risk primarily related to interest
rate risk and the market value of the investments.
i Currency Risk
The functional currency of the Company is Indian Rupee. Currency risk is not material, as the Company does not
have any exposure in foreign currency.
any floating rate borrowings on any of the Balance Sheet date disclosed in this financial statements.
or Loss. Therefore, a change in interest rates at the reporting date would not affect Profit or Loss.
84
26 Capital Management
The capital structure of the Company is based on management’s judgement of the appropriate balance of
key elements in order to meet its strategic and day-today needs. We consider the amount of capital in
proportion to risk and manage the capital structure in light of changes in economic conditions and the risk
characteristics of the underlying assets.
The management monitors the return on capital as well as the level of dividends to shareholders. The
Company will take appropriate steps in order to
maintain, or if necessary adjust, its capital structure.
85
Parle Industries Limited
Additional Regulatory Information
Note: 27
(i) Title deeds of Immovable Properties not held in name of the Company
The company is engaged in Real estate and Infrstructure segment and holds inventories. Since it is stock in trade hence not required to be held in name of company
(ii) The Management has confirmed that they have physically verified the Investment Property and the Inventories of Infrastructure and Real Estate division of the
Company comprises of open plots of land underdeveloped land assets, therefore shown under the head inventories.
(iii) During the year, the Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets).
(iv) The company does not hold any intangible assets during the year.
(v) No proceedings have been initiated during the year or are pending against the Company as at March 31, 2022 for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder.
(vi) No Loans or Advances in the nature of loans has been granted to promoters, Directors, KMPs and the related parties (as defined under Companies Act, 2013) during
the year, other than the ICD as shown in Balance Sheet.
(vii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(viii) The Company has not borrowed any amount from banks or financial institutions on the basis of security of current assets.
(ix) As per the information available with us, the Company did not have any transactions with companies struck off during the financial year.
31st March, 31st March, Where the change between the ratios of Previous Year and Preceding
Particulars Formula 2022 2021 Change Previous Year exceeds 25%, the Management has provided following
(e) Inventory turnover ratio, COGS/Average Inventory - - - Ratio is not calculated as the value is negative.
There were no credit sales in the given year,hence ratios are non comparable
(f) Trade Receivables turnover ratio, Net credit Sales/Average Trade Receivables - 0.01 - with previous year.
(g) Trade payables turnover ratio, Total Purchases/Average Trade payables (0.29) - - Ratio is not calculated as the value is negative.
(h) Net capital turnover ratio, Net Sales/Capital Employed* 0.07 0.03 111.64% The change is due to increase in revenue from other income.
(i) Net profit ratio, Net Profit/Net Sales - (33.28) Ratio is not calculated as the value is negative.
(j) Return on Capital employed, EBIT(1-t)/Capital Employed 0.10% -2.44% -104.01% The change is due to increase in profitability of the Company
(k) Return on investment. Net Profit/Investments*100 - - - Not Applicable
86
*Capital Employed= Equity Share Capital+ Other equity+ Total Debt
(xi) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year 2021-22.
(xii) The Company does not have any pending creation, satisfaction or registration of charge with ROC.
(xiii) No vendor has given MSME declaration hence no interest is due on amount dues to small/micro undertaking,
(xiv) There is no obligation in respect of gratuity and leave encashment during the year.
(xv) Balances are relied upon as per books of accounts wherever the confirmations from debtors /creditors /Loans /Advances are not available.
Debtors and Creditors Balances are subject to Confirmation. Debtors & Creditors Balances are as per Management Representation and relied upon by
the Auditors.
No funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or
indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There is no “undisclosed income” which has been reported by the Company during the assessment.
87
28 Earnings per Share
(Basic & Diluted)
Particulars As at 31 March As at 31 March
2022 2021
Net Profit / (loss) after tax for the year (in Rs.) 198,548 (4,943,030)
Profit / loss attributable to equity share holders (in Rs.) 198,548 (4,943,030)
Weighted Average Number of equity shares outstanding during
the year 14,000,000 14,000,000
Basic and Diluted Earnings Per Share (Rs.) 0.01 (0.35)
Face Value per Share (Rs.) 10 10
Basics Earnings Per Share and Diluted Earnings Per Share are same as the Company has no Dilutive
Potential Equity Shares.
88
Cash Loss Calculation
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH
2022.
Company Overview:
Parle Industries Limited (the ‘Company’) is a company limited by share, incorporated and domiciled
in India with its registered office located at Unit No. C/406, 4th Floor, Crystal Plaza Premises Co-Op
Soc. Ltd., Plot Nos. B-4 & B-5, New Link Road, Andheri, Mumbai, MH- 400053, India. The Company
is engaged in the business of Infrastructure & Real Estate; and Paper, Waste Paper & Allied
products.
The financial statements have been prepared using the significant accounting policies and
measurement basis summarized below. These were used throughout all periods presented in the
financial statements, except where the Company has applied certain accounting policies and
exemptions upon transition to Ind AS.
The financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and relevant provisions of the Companies Act, 2013 (“the Act”). The
policies set out below have been consistently applied during the year presented.
For all periods up to and including the year ended 31st March 2022, the Company has
prepared its financial statements in accordance with the accounting standards notified under
Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant provisions
of the Act (“Previous GAAP”).
The financial statements have been prepared under the historical cost convention, as
modified by the following:
• Certain financial assets and financial liabilities are valued at fair value;
The financial statements are presented in INR, which is also the Company’s
functional currency and all amounts are rounded to the nearest thousand, unless
otherwise stated.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
The Company presents assets and liabilities in the balance sheet based on current/
non-current classification.
d) cash or cash equivalent unless restricted from being exchanged or used to settle a
liability for at least twelve months after the reporting period
d) There is no unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and
their realization in cash and cash equivalents. The company has identified twelve
months as its operating cycle.
The preparation of the financial statements in conformity with Ind AS requires management
to make estimates, judgments and assumptions. These estimates, judgments and
assumptions affect the application of accounting policies and the reported amounts of assets
and liabilities, the disclosures of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the period. Accounting
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
estimates could change from period to period. Actual results could differ from those
estimates. Appropriate changes in estimates are made as management becomes aware of
changes in circumstances surrounding the estimates. Changes in estimates are reflected in
the financial statements in the period in which changes are made and, if material, their
effects are disclosed in the notes to the financial statements.
Property, plant and equipment are stated at cost, less accumulated depreciation and
impairment, if any. Costs directly attributable to acquisition are capitalized until the
property, plant and equipment are ready for use, as intended by management.
An item of property, plant and equipment and any significant part initially recognized is de-
recognized upon disposal or when no future economic benefits are expected from its use or
disposal. Any gain or loss arising on de-recognition of the asset is included in the Statement
of Profit or Loss when the asset is de-recognized.
Intangible assets are stated at acquisition cost and other cost incurred, which is attributable
to preparing the asset for its intended use, less accumulated amortization and accumulated
impairment losses, if any. The cost of intangible assets acquired in a business combination is
recorded at fair value on the date of acquisition. Intangible assets are amortized on straight
line basis over their estimated useful economic life not exceeding ten years. An item of
Intangible Asset is de-recognized upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on de-recognition of the asset is
included in the Statement of Profit or Loss when the asset is derecognized. The residual
values, useful lives and methods of amortization of Intangible Assets are reviewed at each
financial year end and adjusted prospectively, if appropriate.
i. Financial Assets
The Company recognizes loss allowances using the expected credit losses (ECL)
model for the financial assets which are not fair valued through statement of profit
and loss. Loss allowance for trade receivables with no significant financing
component is measured at an amount equal to lifetime ECL. For all other financial
assets, expected credit losses are measured at an amount equal to the 12-month ECL,
unless there has been a significant increase in credit risk from initial recognition in
such case those are measured at lifetime ECL. The amount of expected credit losses
(or reversal) that is required to adjust the loss allowance at the reporting date to the
amount that is required to be recognized is recognized as an impairment gain or loss
in statement of profit and loss.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Intangible assets and property, plant and equipment are evaluated for recoverability
whenever events or changes in circumstances indicate that their carrying amounts
may not be recoverable. For the purpose of impairment testing, the recoverable
amount (i.e., the higher of the fair value less cost to sell and the value-in-use) is
determined on an individual asset basis unless the asset does not generate cash flows
that are largely independent of those from other assets. In such cases, the recoverable
amount is determined for the Cash Generating Unit to which the asset belongs.
Ordinary shares are classified as equity. Incremental costs directly attributable to the
issuance of new ordinary shares and share options are recognized as a deduction
from equity, net of any tax effects.
The Company recognizes financial assets when it becomes a party to the contractual
provisions of the instrument. All financial assets are recognized at fair value on initial
recognition. Transaction costs that are directly attributable to the acquisition or issue
of financial assets, which are not at fair value through profit or loss, are added to the
fair value on initial recognition. Regular way purchase and sale of financial assets are
accounted for at trade date.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
b) Subsequent measurement
For purposes of subsequent measurement, the Company classifies its financial assets
in the following measurement categories:
The classification depends on the entity’s business model for managing the
financial assets and the contractual terms of the cash flows. For assets measured
at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income. For investments in debt instruments, this will depend on
the business model in which the investment is held. For investments in equity
instruments, this will depend on whether the Company has made an irrevocable
election at the time of initial recognition to account for the equity investment at
fair value through other comprehensive income.
c) Equity investments
The Company subsequently measures all equity investments at fair value. Where the
Company’s management has elected to present fair value gains and losses for an
equity investment, that is not held for trading, in other comprehensive income, there
is no subsequent reclassification of fair value gains and losses to profit or loss.
Dividends from such investments are recognized in profit or loss as other income
when the Company’s right to receive payments is established. Changes in the fair
value of financial assets at fair value through profit or loss are recognized in the
statement of profit and loss. Impairment losses (and reversal of impairment losses) on
equity investments measured at FVOCI are not reported separately from other
changes in fair value.
d) De-recognition
• the rights to receive cash flows from the asset have expired, or
• the Company has transferred its rights to receive cash flows from the asset or has
assumed an obligation to pay the received cash flows to one or more recipient.
Where the entity has transferred an asset, the Company evaluates whether it has
transferred substantially all risks and rewards of ownership of the financial asset.
In such cases, the financial asset is de-recognized. Where the entity has not
transferred substantially all risks and rewards of ownership of the financial asset,
the financial asset is not de-recognized.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Where the entity has neither transferred a financial asset nor retains substantially
all risks and rewards of ownership of the financial asset, the financial asset is de-
recognized if the Company has not retained control of the financial asset. Where
the Company retains control of the financial asset, the asset is continued to be
recognized to the extent of continuing involvement in the financial asset.
Debt and equity instruments issued by the Company are classified as either
financial liabilities or as equity in accordance with the substance of the
contractual arrangements and the definition of a financial liability and an equity
instrument. An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its liabilities.
All financial liabilities are recognized initially at fair value and, in the case of
loans and borrowings and payables, net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables, loans and
borrowings including bank overdrafts, financial guarantee contracts and
derivative financial instruments.
c) Subsequent measurement
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
facility to which it relates. They are subject to confirmation and reconciliation and
consequential adjustments, if any.
Trade and other payable: These amounts represent obligations to pay for goods
or services that have been acquired in the ordinary course of business from
suppliers. They are subject to confirmation and reconciliation and consequential
adjustments, if any.
d) De-recognition
Revenue is measured at the fair value of the consideration received or receivable. Amount
disclosed as revenue are inclusive of duty and net of discounts, returns and value added
taxes and amount collected on behalf of third party. The Company recognizes revenue when
the amount of revenue can be reliably measured; when it is probable that future economic
benefits will flow to the entity; and when specific criteria have been met, as described below.
Revenue from sale of goods is recognized when all the following conditions have been
satisfied:
i. The company has transferred to the buyer the significant risks and rewards of the
ownership of the goods;
ii. The company retains neither continuing managerial involvement to the degree
usually associated with ownership nor effective control over the goods sold;
iv. It is probable that the economic benefits associated with the transaction will flow to
the company; and
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Provision is made for all losses incurred to the balance sheet date. Any further losses which
are foreseen in bringing contracts to completion are also recognized.
Contract Revenue earned in excess of billing has been reflected in other current Assets and
Billing in excess of contract revenue has been reflected under Current Liabilities in the
Balance Sheet.
i. Finance Income:
Finance income is recognized as it accrues using the Effective Interest Rate (EIR)
method. EIR is the rate that exactly discounts the estimated future cash payment or
receipts over the expected life of the financial instruments or a shorter period, where
appropriate, to the net carrying amount of the financial asset or liability. Finance
income is included in other income in the profit & Loss Account.
ii. Dividend:
Dividends are recognized in profit or loss only when the right to receive payment is
established, it is probable that the economic benefits associated with the dividend
will flow to the Company, and the amount of the dividend can be measured reliably.
1.9. Inventories
Traded Goods have been valued at lower of cost and net realizable value. The cost of
inventories shall comprise all costs of purchase, costs of conversion and other costs incurred
in bringing the inventories to their present location and condition.
NRV is the estimated selling price in the ordinary course of business less the estimated cost
of completion and estimated cost necessary to make the sale.
Cash and cash equivalents include cash at bank and in hand and deposits held at call with
banks. For the purpose of the cash flows statements, cash and cash equivalents consist of
cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they
are considered an integral part of the Company’s cash management.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Income tax expense comprises current and deferred income tax. Income tax expense is
recognized in net profit in the statement of profit and loss except to the extent that it relates
to items recognized directly in equity, in which case it is recognized in other comprehensive
income. Current income tax for current and prior periods is recognized at the amount
expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws
that have been enacted or substantively enacted by the balance sheet date. Deferred income
tax assets and liabilities are recognized for all temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it
is no longer probable that the related tax benefit will be realized.
Deferred income tax assets and liabilities are measured using tax rates and tax laws that
have been enacted or substantively enacted by the balance sheet date and are expected to
apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect of changes in tax rates on deferred income tax assets and
liabilities is recognized as income or expense in the period that includes the enactment or the
substantive enactment date. A deferred income tax asset is recognized to the extent that it is
probable that future taxable profit will be available against which the deductible temporary
differences and tax losses can be utilized. The company offsets current tax assets and current
tax liabilities, where it has a legally enforceable right to set-off the recognized amounts and
where it intends either to settle on a net basis, or to realize the asset and settle the liability
simultaneously.
Provision
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
Provisions are recognized when the Company has a present legal or constructive obligation
as a result of past events; it is probable that an outflow of resources will be required to settle
the obligation; and the amount has been reliably estimated.
If the effect of the time value of money is material, provisions are discounted using a current
pre-tax rate that reflects, when appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognized as
a finance cost.
Contingent liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past
events, the existence of which will be confirmed only by the occurrence or non-occurrence of
one or more uncertain future events not wholly within the control of the Company. A
present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle or reliable estimate of the amount cannot be made, is
termed as contingent liability.
Contingent Assets
Contingent assets is disclosed where an inflow of economic benefit is probable.
Basic earnings per share are calculated by dividing the net profit or loss for the period
attributable to equity shareholders (after deducting attributable taxes) by the weighted
average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares.
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for
the effects of transactions of non-cash nature and any deferrals or accruals of past or future
cash receipts or payments. The cash flows from operating, investing and financing activities
of the Company are segregated based on the available information.
Functional Currency
Financial statements of the Company’s are presented in Indian Rupees (₹), which is also the
functional currency.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
1.17. Leases
Finance leases, which effectively transfer to the Company substantially all the risks and
benefits incidental to ownership of the leased item, are capitalized at the inception of the
lease term at the lower of the fair value of the leased property and present value of
minimum lease payments. Lease payments are apportioned between the finance charges and
reduction of the lease liability so as to achieve a constant rate of interest on the remaining
balance of the liability. Finance charges are recognized as finance costs in the statement of
profit and loss. Lease management fees, legal charges and other initial direct costs of lease
are capitalized.
A leased asset is depreciated on a straight-line basis over the useful life of the asset.
However, if there is no reasonable certainty that the company will obtain the ownership by
the end of the lease term, the capitalized asset is depreciated on a straight-line basis over the
shorter of the estimated useful life of the asset or the lease term.
Leases, where the lessor effectively retains substantially all the risks and benefits of
ownership of the leased item, are classified as Operating leases. Operating lease payments
are recognized as an expense in the statement of profit and loss on a straight-line basis over
the lease term unless the payments are structured to increase in line with expected general
inflation to compensate for the lessor's expected
inflationary cost increases.
I. In the opinions of the management, the current assets, loans and advances have the
values on realization in the ordinary course of business at least equal to the amounts at
which they are stated in the balance sheet, except for trade receivables and loans and
advances which are covered under the management’s policy in respect of bad and
doubtful debts as taken in the previous years, if any.
II. Debit and Credit balances are subject to confirmation and reconciliation.
III. There are no dues to Micro; Small & Medium Enterprises as at Balance Sheet date and no
interest has been paid to any such parties. This is based on the information on such
parties identified on the basis of information available with the Company and relied
upon by the auditors.
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
1) Promoters Group
a) M/s. PIL Enterprise Private Limited has management control of the Company as
on 31/03/2022.
Name Designation
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ANNUAL REPORT 2021-22 PARLE INDUSTRIES LIMITED
The Company had incorporated a subsidiary named PSL Recycling Private Limited during the financial
year 2019-20. Pursuant to the divestment of entire 51% stake in subsidiary, it has been sold on 30th August
2021 and hence the Company is not required to submit Consolidated Financial Statements for the year
ended 31st March 2022.
The previous year figures have been regrouped /reclassified wherever considered necessary. Figures have
been rounded off to the nearest rupee.
Sd/ sd/
102
If undelivered please return to:
Unit No. C/406, 4th Floor, Crystal Plaza Premises
Co-Op Soc Ltd. Plot Nos. B-4 & B-5, New Link Road
Andheri, Mumbai- 400053.
Tel: 91- 022 –40132875
Email: [email protected]