DIRECTORS' REPORT DEAR MEMBERS, Your Directors have pleasure in presenting their Thirty Second Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2015. Operating & Financial Performance: During the year under review, company made total income of Rs.20.18 lacs as against Rs.17.48 lacs in the previous year. The company has made profit before Interest, Depreciation and Tax of Rs.7.29 lacs against Rs.6.99 lacs in the previous year in the financial statement. Your Company has made a Net profit of Rs.5.73 lacs against Rs.1.48 lacs in the previous year in financial statement. There is no change in the nature of the business of the Company. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31, 2015 and date of this Report of Directors. Deposits: The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015. Transfer to Reserve: The Company do not proposes to transfer any amount to the General Reserves. Dividend To conserve the resources of the Company, your directors do not recommend any dividend for the financial year 2014-15. Number of meeting of the Board: During the year 2014-15, the Board of Directors met five times viz. on 20th May, 2014; 31st July, 2014; 12th November, 2014; 06th February,2015; and 30th March, 2015. Directors' Responsibility Statement: Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that: (i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) 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 March 31, 2015 and of the profit and loss of the company for that period; (iii) 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; (iv) the directors had prepared the annual accounts on a going concern basis; and (v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (vi) 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. 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 independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement. Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178; The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report. Particulars of loans, guarantees or investments under section 186: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Related Party Transactions: Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2: All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.parlesoftwares.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014: 1. Details of contracts or arrangements or transactions not at arm's length basis: Nil 2. Details of material contracts or arrangement or transactions at arm's length basis: Nil 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 (Disclosure of particulars in the report of Board of Directors) Rules 1988 are not applicable. The foreign exchange earnings and expenditure of the Company during the year under review were Rs. NIL. Risk management policy and its implementation The Company has in place a mechanism to identify, assess, monitor and mitigate 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 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. Corporate Social Responsibility: 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. 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 The formal annual evaluation has been done by the board of its own performance and that of its committee and individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/committee did not participate in the discussion of his/her evaluation. Directors or Key Managerial Personnel* who were appointed or have resigned during the year The Board of Directors had appointed Ms. Chanda Garg as a woman director with effect from March 30, 2015. During the year Company had appointed Mr. Sheena Karkera as a Chief Financial Officer of the Company w. e. f. March 30, 2015. * Mr. Rakeshkumar D Mishra has been appointed as Company Secretary and Compliance Officer w.e.f. April 01, 2015. & * Mr.V.I. Garg. Director of the Company has been appointed as Managing Director of the Company w.e.f. April 01, 2015. Auditors M/s. G.R. Modi & Co., Chartered Accountants, Statutory Auditors of the Company having registration number FRN No.112617W hold the office from the conclusion of 31st Annual General Meeting until the conclusion of the 34th Annual General Meeting and pursuant to Section 139 of the Companies Act, 2013; the Company hereby places the matter relating to such appointment for ratification by members at this annual general meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India. There are no qualifications, reservations or adverse remarks or disclaimers made M/s. G.R. Modi & Co., Statutory Auditors, in their report. Secretarial Audit M/s. Monika Thanvi & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31, 2015. M/s. Monika Thanvi & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2015 in the prescribed Form MR-3 in Annexure B which forms part of this report. There are no qualifications, reservations or adverse remarks or disclaimers made M/s. Monika Thanvi & Associates, Company Secretary in Practice, in secretarial audit report. Extract of Annual Return As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure C in the prescribed Form MGT-9, which forms part of this report. Vigil mechanism/whistle Blower Policy The Company has established a vigil mechanism / Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. Management Discussion and Analysis Report: In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report. Report on Corporate Governance A separate report on Corporate Governance is attached to this report along with Statutory Auditor's certificate on its compliance. Particulars of employees Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. (i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under ii) The median remuneration of employees of the Company during the financial year was 1.10 lakhs. iii) In the financial year, there was an increase of 10.42% in the median remuneration of employees; iv) There were 5 permanent employees on the rolls of Company as on March 31, 2015; v) Relationship between average increase in remuneration and company performance:- The Profit before Tax for the financial year ended March 31, 2015 increased by 173% whereas the increase in median remuneration was 10.42%. The average increase in median remuneration was in line with the performance of the Company. vi) Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company: The total remuneration of Key Managerial Personnel increased by NIL from 2013-14 to 2014-15 whereas the Profit before Tax increased by 173% to 5.53 Lakhs in 2014-15 (Rs.2.02 Lakhs in 2013-14). vii) a) Variations in the market capitalization of the Company : The market capitalization as on March 31, 2015 was Rs. 2,905 Lakhs ( Rs. 1974 Lakhs as on March 31, 2014) b) Price Earnings ratio of the Company was 519 as at March 31, 2015 and was 1410 as at March 31, 2014 c) The Company has not come out with an IPO, it was listed pursuant to the Scheme of Arrangement through the Hon'ble High Court for the State of Maharashtra Judicature at Bombay, its order dated 18/08/2003 under rule 19(2)(b) of the Securities Contract Regulation (Rules) 1957. viii) Average percentage increase made in the salaries of employees other than the managerial personnel in the last Financial year i.e. 2014-15 was 10.42% and there was NIL managerial remuneration for the same financial year. ix) The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Human Resources, Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year -Not Applicable; and xi) It is hereby confirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees. None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Appreciations And Acknowledgements The Board of directors places on record its sincere appreciation for the dedicated efforts put in by all employees, their commitment and contribution at all levels, in most difficult and challenging environment during the year. Your Directors would like to record their sincere appreciation for the support and co-operation that your Company received from business associates and other strategic partners of the company. Your Directors wish to place on record their sincere appreciation and thanks for the valuable 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. For and on behalf of the Board of Director V. I. Garg Managing Director (DIN 00409946) Ashish Kankani Director (DIN 01971768) Place : Mumbai, date : July 23, 2015 |