CORPORATE INFORMATION

Board of Directors Mr. Ashish Kankani- Non-Executive Chairman

Non-Executive Independent Director
Mr. Rakeshkumar Mishra
Executive Director
Mr. Raviprakash Vyas
Non- Executive, Independent Director
Mr. Narendra Purohit
Non- Executive, Independent Director
Mrs. Unnatti Jain
Non- Executive, Independent Director
Mr. Paras Bhojani***
Executive Director
Mrs. Kalpana Jha**
Executive Director

Chief Executive Officer Mr. Paresh Parekh

Company Secretary & Compliance Officer Mr. Devansh Motiwala*

Chief Financial Officer Mr. Manish Patel

Statutory Auditors M/s. Dhawan & Co., Chartered Accountants

Registrar & Share Transfer Agent M/s. Link Intime India Pvt. Ltd.,
C-101, 247 Park, L.B.S. Marg,
Vikhroli West, Mumbai-400083.
Tel.: 022 4918 6000, Fax: 022 4918 6060
Email: [email protected]
Website: www.linkintime.co.in
6/B- Knox Plaza, Ground Floor, Mind Space,
Registered Office Malad West, Mumbai- 400 064
Tel: 91- 022 –28769986, 40033979
Fax: 91 – 022 – 40033979
E-mail address: [email protected],

Website: www.parleindustries.com
Corporate Identification No L21000MH1983PLC029128

*Appointment of Mr. Devansh Motiwala as Company Secretary w.e.f. 13th November, 2020.
**Appointment of Mrs. Kalpana Jha as Executive Director w.e.f. 28th August, 2020.
***Appointment of Mr. Paras Bhojani as Executive Director w.e.f. 28th August, 2020.
 NOTICE OF 38TH ANNUAL GENERAL MEETING

Notice is hereby given that the 38th Annual General Meeting of the Shareholders of Parle
Industries Limited will be held on Wednesday, 29th September, 2021 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 2021, including the audited Balance Sheet as at 31st
March, 2021, 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 Mr. Rakeshkumar Mishra (DIN: 06919510) who retires by
rotation and, being eligible, offers himself for re-election.

3. To appoint a Director in place of Mr. Paras Navinchandra Bhojani (DIN: 07079341) who
retires by rotation and, being eligible, offers himself for re-election.

4. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

“Resolved that, in accordance with the provisions of Sections 139 and 142 of the Companies
Act, 2013, M/s. DMKH & Co. Chartered Accountants (FRN: 116886W), be and are hereby
appointed as the Auditors of the Company from the conclusion of this Meeting to hold such
office for a period of five years till the conclusion Annual General Meeting to be held in the
year 2026, at a remuneration of to be decided mutually by Board and the Auditors to conduct
the audit for the financial year 2021-22 payable in one or more instalments plus goods and
services tax as applicable, and reimbursement of out-of-pocket expenses incurred.”

Registered Office:
B/6 Knox Plaza, Ground Floor, By Order of the Board
Mind Space, Malad West, For Parle Industries Limited
Mumbai 400064 Maharashtra India Sd/-
CIN: L21000MH1983PLC029128 Mr. Devansh Motiwala
E-mail: [email protected] Company Secretary
Date: 31st August, 2021.
NOTES:

1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (’MCA’)
vide its circular dated 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 Eighth e-AGM shall be the registered office of the Company

3. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is
entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a
member of the Company. Since this e-AGM is being held pursuant to the MCA Circulars
through VC/OAVM facility, physical attendance of members has been dispensed with.
Accordingly, the facility for appointment of proxies by the members will not be available
for the e-AGM and hence the Proxy Form and Attendance Slip are not annexed to this
Notice.

4. Institutional/Corporate Members (i.e. other than individuals/HUF, NRI, etc.) are required to
send a scanned copy (PDF/JPG Format) of its board or governing body
resolution/authorisation, etc., authorising their representative to attend the e-AGM on its
behalf and to vote through remote e-voting. The said resolution/authorization shall be sent
to the Scrutinizer by email through its registered email address to
[email protected] with a copy marked to [email protected].

5. 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.

6. 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 1,000 members on a first-come first-served basis. This rule would however
not apply to participation of members holding 2% or more shareholding, promoters,
institutional investors, directors, key and senior managerial personnel, auditors, etc.

7. Institutional Investors, who are members of the Company are encouraged to attend and vote
at the Thirteenth e-AGM of the Company.

8. 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.

9. 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 38th e-
AGM along with the Annual Report for FY2020-21 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.

10. 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].

11. 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.

12. 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.

13. 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

14. 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.

15. 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.

16. 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.

17. 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.

18. 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 26 September 2021 (9.00 a.m.)
up to 28 September 2021 (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.

19. For more details on shareholders’ matters, please refer to the chapter on General
Shareholder Information, included in the Annual Report.

20. Since the meeting will be conducted through VC/OAVM facility, the Route Map is not
annexed to this Notice.

21. 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., Wednesday, 22 September 2021, such
person may obtain the User ID and Password from Link in-time by email request to
[email protected].

22. 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.2020-21
and Notice of 38th e-AGM.

23. The Register of Members and Share transfer Books of the Company will remain closed
from 22th Sept., 2021 to 29th Sept., 2021 (both days inclusive).

24. Instructions for e-voting and joining the e-AGM are as follows:

25. Voting through electronic means:

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 22nd September, 2021 (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

The instructions for E-voting are as under:

A. The instructions for shareholders voting electronically are as under:

i. The voting period begins on Sunday, 26th September, 2021 at 9.00 a.m. and ends on
Tuesday, 28th September, 2021 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 22nd September, 2021 (End of Day) may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
ii. The shareholders should log on to the e-voting website www.evotingindia.com.
iii.Click on Shareholders.
iv. Now Enter your User ID
A. For CDSL: 16 digits beneficiary ID,
B. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
C. Members holding shares in Physical Form should enter Folio Number registered
with the Company.
v. Next enter the Image Verification as displayed and Click on Login.
vi. If you are holding shares in Demat form and had logged on to www.evotingindia.com
and voted on an earlier voting of any company, then your existing password is to be
used.
vii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable
PAN for both Demat shareholders as well as physical shareholders)
 Members who have not updated their PAN with the Company/Depository
Participant are requested to use the first two letters of their name and the 8 digits
of the sequence number in the PAN field.

 In case the sequence number is less than 8 digits enter the applicable number of
0’s before the number after the first two characters of the name in CAPITAL
letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter
RA00000001 in the PAN field.
DOB Enter the Date of Birth as recorded in your Demat account or in the company records for
the said Demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your Demat account or in the company
Bank records for the said Demat account or folio. Please enter the DOB or Dividend Bank
Details Details in order to login. If the details are not recorded with the depository or company
please enter the member id / folio number in the Dividend Bank details field as
mentioned in instruction (iv).

viii. After entering these details appropriately, click on “SUBMIT” tab.

ix. Members holding shares in physical form will then directly reach the Company
selection screen. However, members 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.

x. For Members holding shares in physical form, the details can be used only for e-voting
on the resolutions contained in this Notice.

xi. Click on the EVSN on PARLE INDUSTRIES LIMITED, on which you choose to
vote.

xii. 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. You may also choose the option “ABSTAIN” and the shares
held will not be counted under either head.

xiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution
details.

xiv. 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.

xv. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify
your vote.

xvi. You can also take out print of the voting done by you by clicking on “Click here to
print” option on the Voting page.

xvii. If Demat account holder has forgotten the same password then Enter the User ID and
the image verification code and click on Forgot Password & enter the details as
prompted by the system.

xviii. Note for Non – Individual Shareholders and Custodians

 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodian are required to log on to www.evotingindia.com and register themselves
as Corporate.
 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 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 favor of the Custodian, if any, should be uploaded in PDF format in the
system for the scrutinizer to verify the same.
 xix. In case you have any queries or issues regarding e-voting, you may refer the
Frequently Asked Questions (“FAQs”) and e- voting manual available at
www.evotingindia.com, under help section or write an email to
[email protected]. You can also send your queries/ grievances relating
to e-voting at:- Name : Mr. Rakesh Dalvi, Deputy Manager, Address : Phiroze
Jeejeebhoy Towers, 16th Floor, Dalal Street, Mumbai – 400001.

Email Id/Phone Number(s) : [email protected] /022 22728588, Toll free no:

18002005533.

B. For members whose email addresses are not registered with the depositories for
obtaining login credentials for e-voting for the resolutions proposed in this notice:

i. 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 [email protected].

ii. For Demat shareholders -, please provide Demat account detials (CDSL-16 digit
beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of
Consolidated Account statement, PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) to
[email protected].

iii. The company/RTA shall co-ordinate with CDSL and provide the login credentials to the
above mentioned shareholders.

C. Instructions for shareholders attending the AGM through VC/OAVM are as under:

1. Shareholder will be provided with a facility to attend the EGM/AGM through

VC/OAVM through the CDSL e-Voting system. Shareholders may access the same at
https://www.evotingindia.com under shareholders/members login by using the remote e-
voting credentials. The link for VC/OAVM will be available in shareholder/members
login where the EVSN of Company will be displayed.

2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better
experience.

3. Further shareholders will be required to allow Camera and use Internet with a good
speed to avoid any disturbance during the meeting.

4. 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.

5. 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 atleast 7 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 7 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.

6. Those shareholders who have registered themselves as a speaker will only be allowed to
express their views/ask questions during the meeting.

D. Instructions for shareholders for e-voting during the AGM are as under

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions
mentioned above for Remote e-voting.

2. Only those shareholders, who are present in the EGM/AGM 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.

3. 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.

4. Shareholders who have voted through Remote e-Voting will be eligible to attend the
EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

E. Note for Non – Individual Shareholders and Custodians

 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.
 Explanatory Statement
(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO.1:

The Members of the Company at the 38th Annual General Meeting (‘AGM’) to be held on
29th September, 2021 approved the appointment of M/s. DMKH & Co. Chartered Accountants
(FRN: 116886W), as the Auditors of the Company for a period of five years from the
conclusion of the said AGM. DMKH & Co. will complete their present term on conclusion of
this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘the
Act’) read with the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company (‘the Board’), on the recommendation of the Audit
Committee (‘the Committee’), recommended for the approval of the Members, the
appointment of M/s. DMKH & Co. Chartered Accountants (FRN: 116886W), as the Auditors
of the Company for a period of five years from the conclusion of this AGM till the conclusion
of the AGM to be held in 2026. On the recommendation of the Committee, the Board also
recommended for the approval of the Members.

The Committee considered various parameters like capability to serve a diverse and complex
business landscape as that of the Company, audit experience in the Company’s operating
segments, market standing of the firm, clientele served, technical knowledge etc., and found
M/s. DMKH & Co. Chartered Accountants (FRN: 116886W) to be best suited to handle the
scale, diversity and complexity associated with the audit of the financial statements of the
Company.

M/s. DMKH & Co. have given their consent to act as the Auditors of the Company and have
confirmed that the said appointment, if made, will be in accordance with the conditions
prescribed under Sections 139 and 141 of the Act.

None of the Directors and Key Managerial Personnel of the Company, or their relatives, is
interested in this Resolution.

The Board recommends this Resolution for your approval.

Registered Office:
B/6 Knox Plaza, Ground Floor, By Order of the Board
Mind Space, Malad West, For Parle Industries Limited
Mumbai 400064 Maharashtra India Sd/-
CIN: L21000MH1983PLC029128 Mr. Devansh Motiwala
E-mail: [email protected] Company Secretary
Date: 3 1 s t August, 2021.
 DIRECTORS’ REPORT

Dear Members,

Your Directors have pleasure in presenting their 38th Annual report on the affairs of the
Company together with the Audited Statement of Accounts for the year ended on 31st March,
2021.

1. Financial Performance:

a) A summary of Company’s Financial Performance for FY 2020–21 is as follows:

(Rupees In Lakhs)

Particulars Year Ended 31.03.2021 Year Ended

31.03.2020
Gross Revenue 65.85 587.53
Total Expenses 146.13 572.59
Profit before tax (80.28) 14.94
Less: Tax Expenses/Deferred Taxes (30.85) 9.94
Profit for the year (49.43) 5.01
Paid Up Equity Share Capital 14,00,00,000 14,00,00,000

b) Operating & Financial Performance:

Your Company achieved Revenue of Rs.1.49 lakhs from the Paper Waste business and achieved
a revenue of Rs. NIL from The Infrastructure business, aggregating to Revenue of Rs. 1.49
lakhs, as compared to Revenue of Rs. 428.10 lakhs from the Paper Waste business and Rs.
120.47 lakhs revenue from the Infrastructure business aggregating to Revenue of Rs. 587.53
lakhs in the previous year. Decrease in revenue was primarily on account of lower revenue from
Paper Waste Business.

Revenues for the Paper Waste business declined in line with market fluctuations during the year
and achieved a revenue of Rs. 1.49 lakhs, as compared to Rs.428.10 lakhs in the previous year.

The Infrastructure business during the year achieved a revenue of Rs.NIL lakhs, as compared to
Rs.120.47 revenue in the previous year. The infrastructure business revenue was not boosted by
growth in infrastructure business, by yielding a Loss Before Tax of Rs. NIL lakhs.

Loss After Tax was Rs. 49.43 lakhs, as against Profit of Rs.5.01 lakhs in the previous year.

Other Financial Highlights Other Income was at Rs. 64.36 lakhs as against Rs. 38.96 lakhs in the
previous year, primarily on account of interest income.
2. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions
of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of
Deposit) Rules, 2014 during the year under review.

3. Particulars of Loans, Guarantees or Investments:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The
Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time
(including any amendment thereto or re-enactment thereof for the time being in force), Loans,
guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of
the Notes to Accounts of the Financial Statements provided in this Annual Report.

4. Dividend:

Due to exigencies of funds and with a view to conserve the resources, your directors do not
recommend any Dividend for the financial year 2020-21.

5. Unpaid Dividend & IEPF:

The Company is not required to transfer any amount to the Investor Education & Protection Fund
(IEPF) and does not have unclaimed dividend which remains to be transferred to Investor
Education & Protection Fund (IEPF).

6. Transfer To Reserves:

The Board of Directors has not appropriated and transferred any amount to any Reserve and has
decided to retain the entire amount in profit and Loss account.

7. Directors and Key Managerial Personnel:

a) Number of Meeting of the Board:

During the year 2020-21, the Board of Directors met Five Times viz. on; 29th July, 2020, 28th
August, 2020; 14th September 2020; 12th November, 2020 and 13th February, 2021. The
intervening gap between two Board meetings did not exceed the time limit prescribed in the Act
and the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements), Regulations, 2015 (SEBI LODR 2015). The particulars of the meetings and the
details thereof have been provided in the Corporate Governance Report forming part of this
report.

b) Statement on declaration given by independent directors under sub-section (6) of

section 149:

All Independent Directors have given declarations that they meet the criteria of independence as
laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
c) Statement indicating the manner in which formal annual evaluation has been made
by the Board of its own performance and that of its committees and individual directors:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
relationship Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

d) Separate meeting of Independent Directors as per Schedule IV of Companies Act,

2013:

In a separate meeting of Independent Directors, performance of non-independent directors,

performance of the Board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive director. The same was discussed in the Board meeting held
subsequently to the meeting of the independent directors, at which the performance of the
Board, its Committees and individual directors was also discussed. Performance evaluation of
independent directors was done by the entire Board, excluding the independent director being
evaluated.

e) Board of Director & Key Managerial Personnel:

i. Appointment of Directors and Key Managerial Personnel (KMP) During the

Financial Year 2020-21:

- Director:

 On the recommendation of Nomination and Remuneration Committee the Board of

Directors of the Company in its meeting held on 28th August, 2021 appointed Mr. Paras Bhojani
(DIN: 07079341), as an Executive Director (Additional) of the Company with effect from 28th
August, 2021.

 On the recommendation of Nomination and Remuneration Committee, the Board of

Directors of the Company in its meeting held on 28th August, 2021 appointed Mrs. Kalpana Jha
(DIN: 08853652), as an Executive Director (Additional) of the Company with effect from 28th
August, 2021.

- Key Managerial Personnel:

 On the recommendation of Nomination and Remuneration Committee, the Board of

Directors of the Company in its meeting held on 12th November, 2020 appointed Mr. Devansh
Nikhil Motiwala, as a Company Secretary and Compliance Officer (KMP) of the Company with
effect from 13th November, 2020 pursuant to Section 203 of Companies Act, 2013 and
Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

ii. Change in Designation:

 Mr. Raviprakash Vyas (DIN: 07893486) designation was changed from Additional
Director to Director in Annual general Meeting of the Company held on 29/09/2020.
 Mr. Rakeshkumar Mishra (DIN: 06919510) designation was changed from Additional
Director to Director in Annual general Meeting of the Company held on 29/09/2020.
 Mr. Narendra Purohit (DIN: 08686794) designation was changed from Additional
Director to Director in Annual general Meeting of the Company held on 29/09/2020.
 Mrs. Kalpana Jha (DIN: 08853652 ) designation was changed from Additional Director
to Director in Annual general Meeting of the Company held on 29/09/2020.
 Mr. Paras Bhojani (DIN: 07079341) designation was changed from Additional Director
to Director in Annual general Meeting of the Company held on 29/09/2020.

iii. Resignation of Directors and Key Managerial Personnel (KMP) During the
Financial Year 2020-21:

 Mr. Bharat Bohra resigned as Company Secretary and Compliance Officer (KMP) of the
Company with effect from 12th November, 2021 pursuant to Section 203 of Companies Act,
2013 and Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015.

8. Report on performance of Subsidiaries, Associates and Joint Venture Companies:

The Company had incorporated subsidiary with a name of PSL Recycling Private Limited in
2019 which is registered with the Registrar of Companies, Gujrat.The subsidiary had not
commenced activities during the year and there were no material transactions and hence the
company has not prepared Consolidated Financial Statements.

Pursuant to the divestment of 51% holdings in the capital of PSL Recycling Private Limited 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.

During the Financial Year 2020-21, the Company does not have any Associate and Joint
Venture Company.

9. Directors’ Responsibility Statement:

Pursuant to the requirement under section 134 (3) (C) of the Companies Act, 2013 with respect
to Directors’ Responsibility Statement, it is hereby confirmed that;

a) In the preparation of the annual accounts for the financial year ended 31st March, 2021, 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, 2021 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:

During the Financial Year and Between Financial year ended 31 Mar 2021 and Date of this
report:

The Paper Waste industry being largely in unorganized sector and highly dependent on labour
and supply chain was impacted due to the pandemic crisis, however, the Company will be
coping up with the changing business environment by focusing on Infrastructure segment and
revamping the product mix and business segments to move in line with changing economy
structure.

The Company had incorporated subsidiary with a name of PSL Recycling Private Limited in
F.Y.2019-20. The subsidiary had not commenced activities during the year and there were no
material transactions. During the F.Y.2021-22, the Board has decided to divest 51% holding in
the said subsidiary Company and accordingly PSL Recycling Private Limited ceased to be
Subsidiary Company of Parle Industries Limited w.e.f. 31st Aug, 2021.

Looking at the subdued future potential of the paper segment, your company has decided to
consolidate it's operations in paper waste segment and making all out efforts to retrieve the
working capital invested in the paper waste segment. In previous FY ended March 2020, on
immediately taking cue of the outbreak of pandemic, your company shelved off the future plans
of setting up proposed MRF unit at Gujarat. Further looking at fluctuating industrial scenario,
your company has disposed off the plant and machinery and paper waste inventories of this
segment as a step towards consolidation of paper waste business activities.

Once the invested capital is realized, your company plans to focus on better revenue generating
opportunities in the real estate and infrastructure segment by effectively utilizing Inventories of
Real estate and infrastructure segment situated in Maharashtra. Your Company has commenced
taking strides by identifying Joint Venture business partners to augment and generate new
revenue streams from infrastructure business segment and adapting to changing parameters of
economy in the new post pandemic world.
11. Audit Committee:

The Board has well-qualified Audit Committee, the composition of which is in line with the
requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI
LODR 2015. All the Members, including the Chairman of the Audit Committee are
Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal
Controls etc. The details viz, Composition, number of meetings, dates of meetings and
attendance of Directors at such meeting are included in the Corporate Governance Report.
During the year under review, the Board has accepted all the recommendations made by the
Audit Committee.

The Company Secretary and Compliance Officer of the Company acts as Secretary of the
Committee. During the year, four Audit Committee Meetings were convened and held.

12. Nomination and Remuneration Committee:

The Company has duly constituted Nomination and Remuneration and Compensation
Committee as per the requirements prescribed under the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations, 2015.

During the year, Six Nomination and Remuneration Committee Meetings were convened and
held.

13. Share Transfer and Stakeholders Relationship Committee:

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI
LODR 2015, the company has constituted Stakeholders Relationship Committee. The details of
Composition of the Committee are included in the Corporate Governance Report.

During the year, four Stakeholder Relationship Committee Meetings were convened and held.

14. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, Board
committees and Individual Directors pursuant to the provisions of the Act and the Corporate
Governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”)
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of the criteria such as the Board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the
individual Directors on the basis of the criteria such as the contribution of the individual
Director to the Board and committee meetings. In addition, the Chairman was also evaluated on
the key aspects of his role.

In a separate meeting of Independent Directors, performance of non- Independent Directors,

performance of the board as a whole and performance of the Chairman was evaluated, taking
into account the views of executive directors and non-executive Directors.

15. Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to in sub-section (1)

of section 188 in the form AOC-2:

During the year under review, all contracts / arrangements / transactions entered by the
Company were in its Ordinary Course of the Business and on Arm’s Length basis. There were
no 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 not applicable.

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 2020-
21 under review were Rs. NIL.
17. Risk management policy and its implementation

The Company has in place a mechanism and policy to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee and the Board of Directors of
the Company. The Risk Management Policy of the Company is hosted on the website of the
Company at https://www.parlesindustries.com/images/Risk%20Managment%20Policy.pdf.

The Company’s internal control systems are commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors.

18. Corporate Social Responsibility (CSR)

As the Company does not fall under the mandatory bracket of Corporate Social
Responsibility, the Company has not taken any initiative on Corporate Social Responsibility.

19. Significant and material orders passed by the regulators or courts:

During the year under review, there were no significant and material orders passed by the
regulators or courts or tribunals, which may impact the going concern status of the Company
and its operations in future.

20. Auditors of the Company

a) Statutory Auditor of the Company and their observations on accounts for the year
ended 31st March, 2021:

i) Pursuant to the provisions of Section 139 of the Companies Act, 2013, At Board
Meeting held on 5th August, 2021 the Members approved resignation of M/s. Dhawan
& Co., Chartered Accountants [FRN: 002864N]

ii) Pursuant to the Schedule I of SEBI (Listing Obligations and Disclosure

Requirements) Rcgulations, 2015, we hereby inform you that Board of Directors at its
meeting held on 5th August, 2021 appointed M/s. DMKH & Co. Chartered
Accountants (FRN: 116886W) as Statutory Auditors of the Company in casual
vacancy occurred due to resignation of Statutory Auditors, M/s. Dhawan & Co. w.e.f.
5th August, 2021, subject to approval of shareholders at ensuing general meeting.

b) Secretarial Auditor of the Company and their observations on accounts for the
year ended 31st March, 2021

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 2020-21 and its
report is annexed hereto and marked as Annexure – 1.

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 2020-21and its report is available on website of
the Company www.parleindustries.com .

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s.

M Rupareliya & Associates, Company Secretary in Practice, in secretarial audit report
and compliance report. However, there are few observations which is listed below along
with director’s comments on that:

1. The Company has made delay in System Driven Disclosures to the depositories as per
circular SEBI/HO/CFD/DCR1/CIR/P/2018/85 dated May 28, 2018 followed by circular
SEBI/CIR/CFD/DCR1/CIR/P/2020/181 dated September 23, 2020.
Directors Comments: Company had filed the disclosure on time, However it got rejected
due to technical error, therefore delayed filing.
2. The Company has delayed in filing the Disclosure of Related Party Transactions for the
half year ended 30.09.2020 with BSE as per LODR 23(9).
Directors Comments: Due to ongoing crisis of Covid-19 pandemic, it was inadvertently
missed. However it has filed disclosure as soon as it is brought to notice.
3. The Company has not complied Regulation 17(1) of LODR with regard to Composition
of Board for June quarter as the Company falls under top 2000 Companies in terms of
Market Capitalisation as at 31.03.2020. Further, the Company has rectified the same on
28.08.2020 by appointing Mr. Paras Bhojani and Mrs. Kalpana Jha as Executive non-
independent Directors of the Company.

Directors Comments: The fact that Company has crossed the threshold limit and has
come in top 2000 company listed in BSE as per market capitalization was not intimated
by BSE to the Company nor this information was available in public domain. Therefore
we were not aware the provisions of Regulation 17(1) of SEBI (LODR) Regulation,
2015 regarding the requirement of having 6 directors instead of 5 from 01/04/2020 was
applicable to our Company. Therefore being the first year where this provision is
applicable to us and due to outbreak of COVID-19 in India and worldwide , our office
functioning was disrupted and all its working temporarily w.e.f. 20th March 2020,
Further we did not have any source ways and means of information with respect to our
company was included in this category of top 2000 listed Company on BSE and we need
to comply provision of Regulation 17(1) of SEBI (LODR) Regulation, 2015 regarding
the requirement of having 6 directors instead of 5.

By end of July, 2020 our office staff resumed work from home partially and as soon as
we learned the fact that Company is included in top 2000 listed Company and we need
to comply Regulation 17(1) of SEBI (LODR) Regulation, 2015 with respect to having 6
 directors on the Board we convened Board Meeting on 28/08/2020 and complied the
same by appointing two additional directors namely Mrs. Kalpana Jha and Mr. Paras
Bhojani as Executive Directors of the Company which lead to strengthen the Board with
7 members as on date which is in full compliance of Regulation 17(1) of SEBI (LODR)
Regulation, 2015.

4. The Company could not comply with LODR Regulation 34(f) read with schedule V with
regard to Key Financial Ratios to be mentioned in annual report 2019-20.
Directors Comments: Company has inadvertently missed its reporting in Annual report.
5. The Company has delayed in filing Regulation 24A of LODR for the year ending
31.03.2021.
Directors Comments: Company has filed delay of 1 day due to technical glitch on filing
portal.
6. The Independent Directors of the Company Mr. Narendra C. Purohit has not renewed
under database of Independent directors on MCA as per Companies (Appointment and
Qualification of Directors) Fifth amendment Rules,2019 .
Directors Comments: Due to ongoing crisis of Covid-19 pandemic, it could not be
complied in time. Company will make sure, that it is complied.
7. The Company has delayed in filing E form MGT 7 for the year 2020-21 in terms of
section 92(4) of Companies Act, 2013.
Directors Comments: Due to ongoing crisis of Covid-19 pandemic, Company has filed
delayed ROC filing due to unavailability of all data within time.
8. The Company, as per the provisions of section 117 of Companies Act, 2013 has delayed
in Filing of MGT 14 for the resolutions passed in the Annual general meeting dated
29.09.2020. Further, Company has Filed E-forms in delay during the period of Company
fresh Start Scheme, 2020 for the year 2020-21 but has not filed E Form CFSS for the
same with MCA.
Directors Comments: Board believes that form CFSS was required to be filed for
defaulting Companies which had not filed its ROC filing in previous years, as Company
has always complied filings in time without any default, hence filing this form under
CFSS scheme, did not seem appropriate for filing CFSS.

c) Internal Auditor of the Company for Financial Year 2020-21:

Pursuant to Section 138 of Companies Act, 2013 and on the recommendation of Audit
Committee, the Board of Directors in its meeting held on 10th June, 2021 appointed M/s.
Motilal & Associates, Chartered Accountants as Internal Auditor of the Company for
conducting internal audit and lay down report in meeting of Audit Committee and Board
of Directors at such interval as committee or Board deems fit as the case may be.

21. Internal financial controls and their adequacy:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The internal control systems, comprising of policies and
procedures are designed to ensure sound management of your Company’s operations,
 safekeeping of its assets, optimal utilization of resources, reliability of its financial
information and compliance. Based on the report of Internal Audit function, corrective
actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company have audited the financial statements included in this
annual report and has issued a report on our internal financial controls over financial
reporting as defined in Section 143 of the Act.

A Certificate from the Managing Director/ CEO/ CFO of the Company in terms of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015, inter alia, confirming the correctness of the Financial Statements and
Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting
of matters to the Audit committee, is also forming part of this Annual Report.

22. Details in respect of frauds reported by auditors under section 143 (12):

During the year under review, there were no incidents of frauds reported by the auditors to
the Audit Committee or the Board under section 143 (12) of the Companies Act, 2013.

23. Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the
Annual Return for the Financial Year ended 31st March 2021 made under the provisions of
Section 92 (3) of the Act will be placed on the website of the Company at:
https://www.parleindustries.com/investors.html

24. Corporate Governance and Management Discussion And Analysis Report:

Pursuant to Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and Para C, D and E
of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Management Discussion and Analysis report is annexed hereto and marked as
Annexure – 2 and the corporate governance report together with Auditor report on the
compliance on the same is annexed hereto and marked as Annexure – 3.

25. Secretarial standards of ICSI

The Company hereby affirms that during the year under review, the Company has complied
with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ‘Meetings of the
Board of Directors’ and ‘General Meetings’ respectively (including any modifications or
amendments thereto) issued by the Institute of Company Secretaries of India.

26. Vigil Mechanism /Whistle Blower Policy

As per the provision of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements),
Regulations, 2015 (SEBI LODR 2015) the Company is required to establish an effective
Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this,
the Company has framed a Vigil Mechanism and a Whistle Blower Policy through which
the Directors and Employees, Franchisees, Business Partners, Vendors or any other third
 parties making a Protected Disclosure under this Policy may report concerns about unethical
behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics
without fear of reprisal. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee. The Whistle Blower Policy is placed on the website of the
Company at www.parleindustries.com.

27. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are given below:

i. The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year 2020-21;

Non-executive Directors Ratio to median remuneration

Mr. RaviprakashVyas 0
Mr. NarendraPurohit 0
Mr. AshishKankani 0
Mrs. Unnatti Jain 0
Mrs. Manisha Patel Executive Director 0
Mr. Rakeshkumar Mishra 0
Mr. Paras Bhojani 0
Mrs. Kalpana Jha 0

ii. The percentage increase in remuneration of each Director, CEO, CFO, Company
Secretary, if any, in the financial year;

Name Designation Increase in Remuneration in

Financial Year 2020-21
Mr. Rakeshprakash Mishra Executive Director nil
Mr Manish Patel CFO nil
Mr. Paresh Parekh CEO nil
Mr. Devansh Motiwala CS nil

iii There was no percentage increase in the median remuneration of employees in the
financial year 2020-21.

iv. The number of employees on the rolls of Company as on March 31, 2021 is 6.

v. There was no percentage increase in the salaries of employees in the financial year
2020-21. Also, 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.

viii As the targeted performance could not be achieved in paper waste segment, salaries
and perks of professionals have been waived off in paper waste segment. As your
company is consolidating paper waste business, company is looking forward to appoint
dynamic and suitable professionals such as CEO, CFO, KMPs from the field of Real
Estate and Infrastructure by replacing the existing professionals appointed for paper
waste segment.

28. Director & Chief Financial Officer Certification

Certificate from Chief Financial Officer and Chief Executive Officer, 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, 2021 was placed before the Board of Directors
of the Company.

29. Policy On Appointment And Remuneration For Directors, Key Managerial Personnel
And Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for
selection and appointment of Director, Key Managerial Personnel and Senior Management
Employee and their Remuneration. The Committee has formulated the criteria for
determining qualifications, positive attributes and independence of a Director, which has
been put up on the Company’s website www.parleindustries.com.

30. Prevention of Sexual Harassment of Women at Workplace:

The Company has in place the “Policy on Prevention of Sexual Harassment at the
Workplace” in line with the requirements of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no
complaints were received by the Committee for Redressal.

31. Issue of Sweat Equity Shares:

The Company has not issued any shares with Sweat Equity Shares and hence no information
as per provisions of Section 54 of Companies Act 2013 is furnished.

32. Employee Stock Option Plan:

The Company has not issued any security under Employee Stock Option Plan and hence no
information as per provisions of Section 62 of Companies Act 2013 is furnished.

33. Issue of Shares with Differential Voting Rights:

 The Company has not issued any shares with differential rights and hence no information as
per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share
Capital and Debenture) Rules, 2014 is furnished.

34. Disclosure Under Section 67 (3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in
respect of shares purchased directly by employees under a scheme pursuant to Section 67 (3)
of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014
is furnished.

35. State Of The Company’s Affairs

During the year company’s has earned profit but it has no significant impact on Company’s
financial.

36. Listing of Shares

Equity Shares of the Company are listed with BSE Limited. The Annual listing fee for the
financial year 2020-21 has been paid to the BSE Limited (BSE).

37. Appreciations and Acknowledgements:

The Board of directors places on record its sincere appreciation for the dedicated efforts put
in by all employees, their commitment and contribution at all levels, in most difficult and
challenging environment during the year. Your Directors would like to record their sincere
appreciation for the support and co-operation that your Company received from business
associates and other strategic partners of the company.

Your Directors wish to place on record their sincere appreciation and thanks for the valuable
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 Directors

Sd/- Sd/-
Rakesh Mishra Kalpana Jha
Place: Mumbai Director Director
Date: 31/08/2021 (DIN: 06919510) (DIN: 08853652 )
 Annexure -1 of the Directors Report

FORM NO. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2021

(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 INDUSTRIESLIMITED
6-B Knox Plaza,Ground Floor, Mindspace,
Off Link Road, Malad (West), Mumbai- 400064

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, 2021 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, 2021
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;
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. Income Tax Act, 1961.

2. The Equal Remuneration Act, 1976.
3. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
4. The Bombay Shops & Establishment Act, 1948.
5. The Professional Tax Act, 1975.
6. The Negotiable Instrument Act, 1881
7. The Information Technology Act, 2000
8. The Indian Contract Act, 1872
9. The Sale of Goods Act, 1930.
10. The Goods and Service Tax Act, 2017

v. Other following Acts are not 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

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 :

9. 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.
10. The Company has delayed in filing the Disclosure of Related Party Transactions for the half
year ended 30.09.2020 with BSE as per LODR 23(9).
11. The Company has not complied Regulation 17(1) of LODR with regard to Composition of Board
for June quarter as the Company falls under top 2000 Companies in terms of Market
Capitalisation as at 31.03.2020. Further, the Company has rectified the same on 28.08.2020 by
appointing Mr. Paras Bhojani and Mrs. Kalpana Jha as Executive non- independent Directors of
the Company.
12. The Company has not complied with LODR Regulation 34(f) read with schedule V with regard
to Key Financial Ratios to be mentioned in annual report 2019-20.
13. The Company has delayed by a day in filing Regulation 24A of LODR for the year ending
31.03.2021.
14. The Independent Directors of the Company Mr. Narendra C. Purohit has not renewed under
database of Independent directors on MCA as per Companies (Appointment and Qualification of
Directors) Fifth amendment Rules, 2019 .
15. The Company has delayed in filing E form MGT 7 for the year 2020-21 in terms of section 92(4)
of Companies Act, 2013.
16. The Company, as per the provisions of section 117 of Companies Act, 2013 has delayed in Filing
of MGT 14 for the resolutions passed in the Annual general meeting dated 29.09.2020. Further,
Company has Filed E-forms in delay during the period of Company fresh Start Scheme, 2020 for
the year 2020-21 but has not filed E Form CFSS for the same with MCA.

I further report that

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 Composition of Board was not proper till 28.08.2020 as the Company falls under top 2000
Companies in terms of Market Capitalisation as at 31.03.2020. So, the Company complied with the same
after appointing two more directors, Mr. Paras Bhojani and Mrs. Kalpana Jha with effect from
28.08.2020. 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.
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 subject to following :

Company has altered its object clause of Memorandum of Association by passing

special resolution with shareholders’ approval in the Annual General Meeting dated
29th September,2020 by inserting the sub-clause no. 13 in Clause III A “THE MAIN
OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS
CORPORATION “after the existing sub-clause no. 12 which is as follows:

13. To carry on in India or elsewhere the business of prospecting, exploring and to set, process,
cut, excavate, dig, break, acquire, survey, develop, produce, manufacture, convert, finish,
load, unload, handle, transport, buy, import, export, supply and to act as an agent, broker,
adatia, stockiest, distributor, consultant or otherwise to deal in all sorts of Metal and Metal
products, non-ferrous metals, Brass, Antimony, Lead, Nickel, Magnesium, Zinc, Tin, Lead
Bronze, Phosphor Bronze, Aluminium Bronze, Manganese Bronze, Phosphor Copper,
Copper Iron, Cupper Nickel, Alloys Ingots, Castings & Bronze Ingot, graphite, granite,
Lead, limestone, Mica, Nickel, Potash, Sand, Brass, Silver, Stoneware, Titanium and other
allied material, by products, mixtures, blends, residues, substances and to do all incidental
acts and things necessary for the attainment of the above objects.

For M. Rupareliya & Associates

Company Secretaries
Sd/-
CS Mayuri Rupareliya
Place: Rajkot Proprietor
Date: 31.08.2021 M.No. ACS 51422
C. P. No. 18634

UDIN:A051422C000864751
 Annexure -2 of the Directors Report

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, 2021.

This Report States the compliance status as per requirements of Companies Act, 2013 and
Listing Regulations, 2015.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

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 2020-2021, 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 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 7 (Seven) 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.

Composition and Category of Directors

Composition of Board of Directors as on March 31, 2021

Name of Director* Category No of Outside

Directorship

Mr. Ashish Kankani Non-executive, Independent 1

Mr. Raviprakash Vyas Non Executive, Independent 3
Mr. Rakeshkumar Mishra Executive, Non-Independent 0
Mr. Narendra Purohit Non-executive, Independent 0
Mrs. Unnatti Jain Non-executive, Independent 0
Mrs. Kalpana Jha Executive, Non-Independent * 0
Mr. Paras Bhojani Executive, Non-Independent ** 0

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.

*On the recommendation of Nomination and Remuneration Committee the Board of Directors
of the Company in its meeting held on 28th August, 2020 appointed Mrs. Kalpana Jha (DIN:
08853652), as an Additional Executive Director of the Company with effect from 28th August,
2020, which later got regularized in AGM of the Company held on 29th September, 2020.

**On the recommendation of Nomination and Remuneration Committee the Board of Directors
of the Company in its meeting held on 28th August, 2020 appointed Paras Bhojani (DIN:
07079341), as an Additional Executive Director of the Company with effect from 28th August,
2020, which later got regularized in AGM of the Company held on 29th September, 2020.

3. ATTENDANCE RECORD OF THE DIRECTORS:

During the Financial Year 2020 – 21:

a) Five Times viz. on 29th July 2020, 28th August, 2020 14th September, 2020, 12th November,
2020; 13th February, 2021.
b) Last Annual General Meeting (AGM) of the Company was held on 29th September, 2020.

The Attendance of Directors at the Board Meetings and Last AGM were as under:
Dates on which Attendance of Directors
the
Mr. Mr. Mrs. Mr. Mrs. Ravipraka Rakesh
Meetings were Ashish Paras Kalpana Narendra Unnati sh Vyas Mishra
held Kankan Bhojani Jha Purohit Jain
i
Board Meeting Present NA NA Present Present Present Present
29th July, 2020
Board Meeting Present Present Present Absent Present Present Present
28th August, 2020
Board Meeting Present Present Present Absent Present Present Present
14th September,
2020
Board Meeting Present Present Present Absent Present Present Present
12th Nov, 2020
13th February, 2021 Present Present Present Absent Present Present Present
AGM Present Present Present Absent Present Present Present
29th Sept,2020
4. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORS INTER-SE AS ON
31ST MARCH, 2021:

Name of Director Inter - se Relationship

Mr. Ashish Kankani No Relation
Mr. Rakeshkumar Mishra No Relation
Mr. Raviprakash Vyas No Relation
Mr. Unnatti Jain No Relation
Mr. NarendraPurohit No Relation
Mrs. Kalpana Jha No Relation
Mr. Paras Bhojani No Relation

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, 2021:

Name of Director Nature of Membership and Date of Director Category

Appointment
Chairman Non-Executive,
Mr. Ashish Kankani
Independent
Member Non-Executive,
Mrs. Unnatti Jain
Independent
Member Non-Executive
Mr. Raviprakash Vyas
Independent
b) Audit Committee meetings:

During the year under the review, the Committee met five times, i.e. on 29th July 2020, 28th
August, 2020, 14th September, 2020, 12th November, 2020; 13th February, 2021.
Attendance at the meetings of the Audit Committee:

Dates on which the

Meetings were held Mr. Ashish Mrs. Unnatti Mr. Raviprakash
Kankani Jain Vyas
(Chairman) (Member) (Member)
29th July 2020 Present Present Present
28th August, 2020 Present Present Present
14th September, 2020 Present Present Present
12th November, 2020 Present Present Present
13th February, 2021 Present Present Present

c) Terms of reference of the Audit Committee:

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.

Role of the Audit Committee, inter-alia, includes the following: -

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:

- Matters required being included in the Director's Responsibility Statement.

- Changes, if any, in accounting policies and practices and reasons for the same.

- Major accounting entries involving estimates based on exercise of judgment by

management.

- Significant adjustments made in the financial statements arising out of audit findings.
 - Compliance with Listing and other legal requirements relating to financial
statements.

- Disclosure of any related party transactions.

- Qualifications in draft audit report.

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.

m. The Audit Committee shall mandatorily review the following information:

- Management discussion and analysis of financial condition and results of operations:

- Statement of significant related party transactions (as defined by the audit

committee), submitted by Management;

- Management letters/letters of internal control weaknesses issued by the statutory

auditors;

- Internal audit reports relating to internal control weakness; and

 - The appointment, removal and terms of remuneration of the Chief internal auditor
shall be subject to review by the Audit Committee.

6. NOMINATION & REMUNERATION 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. 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:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.
c. Strategic perspectives or inputs regarding future growth of Company and its performance.
d. Providing perspectives and feedback going beyond information provided by the
management.
e. Commitment to shareholder and other stakeholder interests.
f. The evaluation involves Self-Evaluation by the Board Member and subsequently
assessment by the Board of Directors. A member of the Board will not participate in the
discussion of his / her evaluation

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.

This policy ensures that:

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.

The Nomination & Remuneration Committee consists of the following Directors as on 31st
March, 2021:

Name of Director Nature of Membership and Date of Director Category

Appointment
Non-Executive,
Mr. Ashish Kankani Chairman
Independent

Non-Executive,
Mrs. Unnatti Jain Member
Independent
Non-Executive,
Mr. Raviprakash Vyas
Member Independent

d) Change in composition:

 Mr. Raviprakash Vyas was appointed as Non - Executive, Independent Director of

the Company on 14th February, 2020 by circular resolution and Board of Directors
nominated him as a member of Nomination & Remuneration Committee.
 Mrs. Unnatti Jain was appointed as Non - Executive, Independent Director of the
Company on 22nd April, 2019 and Board of Directors nominated her as a member of
Nomination & Remuneration Committee w.e.f. 28/08/2020.

e) Attendance record of the Members:

The attendance record of each member of the Nomination & Remuneration Committee at the
Meeting held on 29th July 2020, 28th August, 2020, 14th September, 2020, 12th November,
2020; 13th February, 2021. are as follows:
 Dates on which the Mr. Ashish Mrs.Unnatti Mr. Ravi
Meetings were held Kankani Jain prakash
(Chairman) Vyas

29th July 2020 Present Present Present

28th August, 2020 Present Present Present
14th September, 2020 Present Present Present
12th November, 2020 Present Present Present
13th February, 2021 Present Present Present

7. PERFORMANCE EVALUATION OF BOARD OF DIRECTORS

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 31/03/2021.

8. INDEPENDENT DIRECTORS MEETING

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.

The independent directors in their meeting shall, inter alia-

(a) Review the performance of non-independent directors and the board of directors as a
whole;
(b) Review the performance of the chairperson of the listed entity, taking into account the
views of executive directors and non-executive directors;
(c) Assess the quality, quantity and timeliness of flow of information between the
management of the listed entity and the board of directors that is necessary for the board of
directors to effectively and reasonably perform their duties.
Independent Directors met one time during the year on 13/02/2021 and attended by all the
Independent Directors i.e. Mr. Ashish Kankani, Mrs. Unnatti Nishant Jain, Mr.
Raviprakash Narayan Vyas and Mr. Narendra Chaturbhuj Purohit.
9. TRAINING OF NON-EXECUTIVE MEMBERS OF THE BOARD /
FAMILARIZATION PROGRAMME:

The Company at its various meetings held during the Financial year 2020-21 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.

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.parlesindustries.com/images/Programme%20of%20Independent%20Director.p
df

10. STAKEHOLDER RELATIONSHIP COMMITTEE:

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, 2021:

Name of Director Nature of Membership

and Date of Director Category
Appointment
Chairman Non-Executive, Independent
Mr. Ashish Kankani
Member Non-Executive, Independent
Mr. Unnatti Jain
Member Non-Executive, Independent
Mr. Raviprakash Vyas

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.

c) Attendance record of the Members:

The attendance record of each member of the Stakeholder Relationship Committee at the
Meeting held on 29th July 2020, 28th August, 2020, 14th September, 2020, 12th November, 2020;
13th February, 2021 is as follows:

Dates on which the Mr. Ashish Mrs. Unnatti Mr. Raviprakash Vyas
Meetings were held Kankani Jain(Member) (Member)
(Chairman)
29th July, 2020 Present Present Present
28th August, 2020 Present Present Present
14th September, 2020 Present Present Present
12th November, 2020 Present Present Present
13th February, 2021 Present Present Present

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.

d) Name and Designation of Compliance Officer:

As on 31st March, 2021, Mr. Devansh Motiwala was appointed in Board Meeting held on
12/11/2020, w.e.f. 13/11/2020, Company Secretary, has been appointed as the 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.

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;

No. of Investor No. of Investor complaints No. of Investor complaints

complaints received disposed of during the Year unresolved at the end of the
during the Year Year
0 0 0

11. REMUNERATION OF DIRECTORS:

a) Preamble:
 The Company pays remuneration by way of salary, allowances and perquisites, performance
allowance etc. to the Chairman, Managing Director and Company Secretary on 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.

Details of remuneration of the Directors, CEO, CFO and CS during Financial Year 2020-21:

Name of the Director Fixed Salary Bonus/ Commission Total

performance
Base Benefits Total linked
Salary fixed incentives
salary
Mr. Ashish Kankani Nil Nil Nil Nil Nil Nil
Mr. Raviprakash Vyas Nil 68000 Nil Nil Nil 68000

Mrs. Unnatti Jain Nil 60000 Nil Nil Nil 60000

Mr. Paresh Bhojani Nil 35000 Nil Nil Nil 35000

Mrs. Kalpana Jha Nil 35000 Nil Nil Nil 35000

Mr. Narendra Nil 56000 Nil Nil Nil 56000

Chaturbhuj
Mr. Paresh Parekh Nil Nil Nil Nil Nil Nil
(CEO)
Mr. Manish Patel (CFO) Nil Nil Nil Nil Nil Nil

Mr. Devansh Motiwala Nil 100000 Nil Nil Nil 100000

(CS)
Mr. Rakesh Mishra Nil 126000 Nil Nil Nil 126000

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.

c) Severance/ Compensation fees:

The Nomination and Remuneration Committee is entrusted with the role of reviewing the
compensation of Directors.

d) Criteria for making payment to Non - Executive Directors:

  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 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.

Currently the Company is not paying Commission to its Non-Executive Director.

 Reimbursement of actual expenses incurred:

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.

 Payment and other consideration to independent directors:

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.

12. GENERAL SHAREHOLDER INFORMATION:

A. Particulars of last three Annual General Meetings and the Special Resolutions
passed thereat:

Financial Date &

Location Special Resolution passed
Year Time
ALTERATION OF THE OBJECT CLAUSE OF
THE MEMORANDUM OF ASSOCIATION OF
THE COMPANY:
“RESOLVED THAT pursuant to provisions of
29/09/2020 Registered Section 13, Section 4 and other applicable
2019-20 at 10.30. Office, provisions, if any, of the Companies Act, 2013,
a.m Mumbai (“Act”) including any statutory modifications or re-
enactment thereof for the time being in force and
rules made thereunder and subject to such other
requisite approvals, if any, in this regard from
appropriate authorities and terms(s), condition(s),
amendment(s), modification(s), as may be required
or suggested by any such appropriate authorities, and
agreed to by the Board of Directors of the Company
(hereinafter referred to as “Board” which term shall
include any Committee or one or more Directors),
the consent of the members of the Company be and
is hereby accorded for alteration of the Objects
Clause of the Memorandum of Association
(“MOA”) of the Company if any, the approval of the
Members be and is herby granted for alteration of the
Object Clause of the Memorandum of Association of
the Company by inserting sub-clause no. 13 in
Clause III A “THE MAIN OBJECTS OF THE
COMPANY TO BE PURSUED BY THE
COMPANY ON ITS CORPORATION “after the
existing sub-clause no. 12 which is as follows:

13. To carry on in India or elsewhere the

business of prospecting, exploring and to set,
process, cut, excavate, dig, break, acquire,
survey, develop, produce, manufacture, convert,
finish, load, unload, handle, transport, buy,
import, export, supply and to act as an agent,
broker, adatia, stockiest, distributor, consultant
or otherwise to deal in all sorts of Metal and
Metal products, non-ferrous metals, Brass,
Antimony, Lead, Nickel, Magnesium, Zinc,
Tin, Lead Bronze, Phosphor Bronze,
Aluminium Bronze, Manganese Bronze,
Phosphor Copper, Copper Iron, Cupper Nickel,
Alloys Ingots, Castings & Bronze Ingot,
graphite, granite, Lead, limestone, Mica,
Nickel, Potash, Sand, Brass, Silver, Stoneware,
Titanium and other allied material, by products,
mixtures, blends, residues, substances and to do
all incidental acts and things necessary for the
attainment of the above objects.

“RESOLVED FURTHER THAT any Director

of the Company, the Chief Financial Officer or
the Company Secretary, be and are hereby
severally authorized to file, sign, verify and
execute all such e-forms, papers or documents,
as may be required and do all such acts, deeds,
matters and things as may be necessary and
incidental for giving effect to this Resolution,
including agreeing to any change to the
 aforesaid Clause 4 of the Memorandum of
Association of the Company, as may be required
by the ROC and/or any statutory/regulatory
authority.

- To approve re-appointment of Mr. Ashish

Kankani (DIN: 01971768) as an
Independent Director of the Company.
“RESOLVED THAT pursuant to the
provisions of Sections 149 and 152 read
with Schedule IV and other applicable
provisions, if any, of the Companies Act,
2013 (“the Act”), the Companies
(Appointment and Qualification of
Directors) Rules, 2014 including any
statutory modification(s) or re-enactment(s)
thereof for the time being in force,
applicable provisions of the Securities and
Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and on the
recommendation of the Nomination and
Golden Gate Remuneration Committee, Mr. Ashish
Banquet, D.J. Kankani (DIN: 01971768), whose term of
July 31, Road, office as an Independent Director expires on
2018-19 2019 at the conclusion of this Annual General
10.30 a.m. Vile Parle (W), Meeting and who is eligible for re-
Mumbai – 400 appointment, be and is hereby re-appointed
056 for a second term of 5 (five) years as an
Independent Director, not liable to retire by
rotation and who shall hold office of
Independent Director up to the conclusion of
41st Annual General Meeting of the
Company to be held in calendar year 2024.”

- To approve re-appointment of Mr.

PareshSampat (DIN: 00410185) as an
Independent Director of the Company

- “RESOLVED THAT pursuant to the

provisions of Sections 149 and 152 read with
Schedule IV and other applicable provisions,
if any, of the Companies Act, 2013 (“the
Act”), the Companies (Appointment and
Qualification of Directors) Rules, 2014
including any statutory modification(s) or re-
 enactment(s) thereof for the time being in
force, applicable provisions of the Securities
and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 and on the
recommendation of the Nomination and
Remuneration Committee, Mr.
PareshSampat (DIN: 00410185), whose
term of office as an Independent Director
expires on the conclusion of this Annual
General Meeting and who is eligible for re-
appointment, be and is hereby re-appointed
for a second term of 5 (five) years as an
Independent Director, not liable to retire by
rotation and who shall hold office of
Independent Director up to the conclusion of
41st Annual General Meeting of the Company
to be held in calendar year 2024.”

- To approve the Change of name of the

Company from ‘Parle Software Limited’ to
‘Parle Industries Limited’

- “RESOLVED THAT pursuant to the

provision of Section 4, 13 and 14 of the
Companies Act, 2013 (including any statutory
modification or re-enactment thereof, for the
time being in force) and all other applicable
provisions, if any, of the Companies Act,
2013 and the Companies (Incorporation)
Rules, 2014 and Regulation 45 of SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, (including
any statutory modification or re-enactment
thereof, for the time being in force),
provisions of the Memorandum and Articles
of Association of the Company, and subject
to approval of the Central Government
(power delegated to Registrar of Companies),
the consent of the members of the Company
be and is hereby accorded to change the name
of the Company from “Parle Software
 Limited” to “Parle Industries Limited.”

- Authority to the Board to create Charge/

Mortgage and/ or Charge and/ or
Hypothecation and/or Pledge on the Movable
and Immovable Properties of the Company
and to Sell, Lease or otherwise Dispose-off
the Whole or Substantially the Whole of the
Undertaking of the Company Pursuant to
Section 180(1)(a) of the Companies Act,
Golden Gate 2013.
Banquet, D.J.
September Road, - Authority to the Board Of Directors for
2017-18 25, 2018 at
10.30 a.m. Vile Parle (W), Borrowings in excess of the Paid-Up Share
Mumbai – 400 Capital and Free Reserves of the Company
056 Under Section 180(1)(c) of the Companies
Act, 2013.

- Giving Loans and Advances/ Inter Corporate

Deposits pursuant to the provisions of Section
186 of the Companies Act, 2013.

- Alteration of the object clause of the

Memorandum of Association of the
Company.

B. Special Resolution passed through Postal Ballot:

During the year, the Company has not passed any Resolution through Postal Ballot.

C. Extra-Ordinary General Meetings:

No Extra Ordinary General Meeting has been held during the year.

D. Date of Book Closure connection with 38th Annual General Meeting:

From 22th September, 2021 to 29th September, 2021 (both days Inclusive)

E. Financial Year: April to March.

F. Name and address of the stock exchange where Company’s shares are listed:
 Name : BSE Limited
Address :PhirozeJeejebhoy Towers, Dalal Street, Kala Ghoda, Fort,
Mumbai, 400001 Maharashtra India.

G. Confirmation of Payment of Listing Fess to BSE Limited:

The Company has made payment of listing fees to BSE Limited for the Financial Year
2020-21

H. Financial Calendar:

For the year ended March 31, 2021, results were announced on:

First quarter 28thAugust, 2020

Half year 12th November, 2020
Third quarter 13th February, 2021
Annual 29th June, 2021

I. Suspension of Securities of the Company from Stock Exchange:

During the year 2020-21, the Company’s securities have not been suspended from
trading on BSE Limited.

J. Scrip Code and ISIN Number:

Scrip Code : 532911

ISIN Number : INE272G01014

K. Outstanding Global Depository Receipts or American Depository Receipts or

Warrants or Any Convertible Instruments.

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,
2021.

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 31 st
March, 2021 under review.
N. High/Low Of Market Price of Company's Shares traded on the Bombay Stock
Exchange (BSE) Up-to 31st March, 2021:

Month (April 2020 to High Low Close No. of Total

March 2021) Shares Turnover
Traded
April 30.15 17.70 26.90 254209 6698587
May 18.75 26.40 18.75 101215 2167565
June 20.55 17.25 18.65 862964 16854061
July 19.00 15.00 15.30 733554 12157961
August 16.75 13.65 13.80 2030572 29814344
September 14.30 9.22 11.51 2516143 28762645
October 12.07 9.30 9.88 1607872 16510474
November 10.95 8.83 9.80 1863619 18331169
December 10.70 9.12 9.91 2242840 22572950
January 18.80 9.75 12.17 7257498 103690981
February 12.55 10.08 11.26 3186176 36027087
March 11.75 8.42 9.08 9527086 92739266
(Source : BSE website)

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

P. Share Transfer System:

All the transfers received are processed by Registrar and Transfer Agents. Share transfers
are registered and returned within maximum of 21 days from the date of lodgement if
documents are complete in all respects. In case the shares are transferred through Demat
mode, the procedure is adopted as stated in Depositories Act, 1996.

Q. Share Holding Pattern as on 31st March, 2021:

 Shares held by No. of shares % of Capital
Promoters 26.07
36,50,000
Public 73.93
1,03,50,000
Body Corporate 0.76
1,05,869
NRIs 0.43
60,564
Clearing Member 2.69
3,76,147
TOTAL 14,000,000 100.00

R. Distribution of Shareholding as on 31st March, 2021:

NUMBE % OF TOTAL
R OF TOTAL SHARES % OF
SR.N SHAREH SHAREHOL FOR THE ISSUED
O. SHARES RANGE OLDERS DERS 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
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:

- Materially Significant related party transactions: The particulars of transactions

between the Company and its related parties as per the Accounting Standard -18 are
set out in Notes to Accounts of the Financial Statements as annexed to this Report.
These transactions are not likely to have any conflict with Company’s interest. The
Company also has the policy on Materiality of Related Party Transaction. The
details of such policy are available on the website of the Company at
https://www.parleindustries.com/images/Related%20Party%20Trasnaction%20Poli
cy.pdf
- 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.

- 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 atters
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

- 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/images/Vigil%20Machanism%20Whistle%20Blo
wer%20Policy.pdf

- Details of utilization of funds raised through preferential allotment or

qualified institutions placement: During the year 2018-19, the Company has not
raised any amount through preferential allotment or qualified institutions placement
as specified under Regulation 32 (7A).

- Disqualification / Debar of Directors of the Company: A certificate provided by

M/s. M. Rupareliya & Associates. Practicing Company Secretary was placed before
the Board of Directors of the Company in its meeting held on 31st August, 2021. On
 the basis of certificate provided by M/s. M. Rupareliya & Associates. Practicing
Company Secretary, the Board of Directors of the Company take a cognizance that
none of the directors on the board of the company have been debarred or
disqualified from being appointed or continuing as directors of companies by the
Board / Ministry of Corporate Affairs or any such statutory authority. Certificate
provided by M/s. Monika Thanvi & Associates. Practicing Company Secretary is
annexed hereto and marked as Exhibit – B to this report.

- Acceptance of recommendation of Committee: During the year 2020-21, all the suggestions
/recommendations of all the committees of the Board, have been accepted by the Board of
Directors.

- Audit fees Payable :

2021 2020
Audit Fees 1,00,000 1,00,000
Other Services NIL NIL
Out of Pocket Expenses NIL NIL

13. CODE OF CONDUCT AND CERTIFICATE ON COMPLIANCE THEREOF:

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.

14. CEO / CFO CERTIFICATION:

The certificate is placed before the Board of Directors in its meeting held on 31st August, 2020
duly signed by the CEO & CFO of the Company in respect of the Financial Year 2020-21. 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.

15. SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL:

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 number of shares in Dematerialized form (held with NSDL and CDSL) and total number of
shares in physical form.

16. ADDRESS FOR CORRESPONDENCE:

 Parle Industries Limited Link lntime India Pvt. Ltd (RTA) (Formerly
known as lntime Spectrum Registry Ltd),
Regd. Office: B/6 Knox Plaza, Ground C 101, 247 Park, L.B.S. Marg, Vikhroli West,
Floor, Mind Space, Malad West, Mumbai Mumbai-400 083
400064 Maharashtra.

Telephone No: 022-28769986, 40033979 Telephone No. 022-49186000

Fax :(91)22-28769986 Fax No. 022-49186060

E-mail :[email protected] E-mail : [email protected]

Website : www.parleindustries.com Website: https://linkintime.co.in/contact-us.html

17. COMPLIANCE OF MANDATORY AND DISCRETIONARY REQUIREMENTS:

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 under:
- Reporting of Internal Auditor:The Internal Auditor reports are directly submitted
to the Audit Committee.

18. MEANS OF COMMUNICATION:

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),
AplaMahanagar local newspaper and are also made available on the website of the Company,
‘www.parleindustries.com’ and on BSE website (www.bseindia.com Scrip Code:532911). The
Company displays official news releases as and when situation arises. Email id:
[email protected].

For and on behalf of the Board of Directors

Sd/- Sd/-
Rakesh Mishra Kalpana Jha
Place: Mumbai Director Director
Date: 31/08/2021 (DIN: 06919510) (DIN: 08853652 )
Exhibit – A

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

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, 2021 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, 2021.

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.

For M/s. Dhawan & Co.,

Chartered Accountants
ICAI FRN No. 002864N

Sd/-
Mahesh Chandra Gupta
Partner
Membership No. 070834

Place: Mumbai
Date: 29th June, 2021
Exhibit – B

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members,
Parle Industries Limited
Address:B/6 Knox Plaza, Ground Floor, Mind Space, Malad West, Mumbai Mumbai City MH
400064

We have examined the relevant registers, records, forms, returns and disclosures received from
the Directors of Parle IndustriesLimited having CINL21000MH1983PLC029128 and having
registered office at B/6 Knox Plaza, Ground Floor, Mind Space, Malad West, Mumbai 400064
(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
(includingDirectors Identification Number (DIN) status at the portal www.mca.gov.in) as
considered necessaryand explanations furnished to us by the Company & its officers, We hereby
certify that none ofthe Directors on the Board of the Company as stated below for the Financial
Year ending on 31stMarch, 2021 have been debarred or disqualified from being appointed or
continuing as Directors ofcompanies 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
Number in Company
1. Mr.Ashish Kankani Shyam 01971768 27/10/2007
Sunder
2. Mr. Paras Navinchandra 07079341 28/08/2020
Bhojani
3. Mrs.UnnattiNishant Jain 07910214 22/04/2019
4. Mr Rakeshkumar Dinesh 06919510 10/01/2020
Mishra
5. Mr. Raviprakash Narayan 07893486 10/01/2020
Vyas
6. Mr.Narendra Chaturbhuj 08686794 14/02/2020
Purohit
7. Mrs. Kalpana Jha 08853652 28/08/2020

The Independent Directors of the Company Mr. Narendra C. Purohit(Din 08686794) was not
registered under database of Independent directors on MCA as per Companies (Appointment
and Qualification of Directors) Fifth amendment Rules,2019 as on the date of their
appointment. Further they registered themselves after the date of their appointment.
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.

For M. Rpareliya & Associates

Company Secretaries

Sd/-
______________________________
CS Mayuri Rupareliya
Propietor
ACS No. 51422
CP No. 18634
Place: Mumbai
Date: 31st August, 2021
Exhibit – C

DECLARATION BY CHIEF EXECUTIVE OFFICER

[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 2021, 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: 31ST August, 2021
Exhibit – D

DECLARATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER (CFO)

CERTIFICATION

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, 2021 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: 31st August, 2021
 Annexure -3 of the Directors Report

MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)

Global Economic Review

The disruption wrecked by the ongoing COVID-19 pandemic put the global economy in
recovery mode. Multiple vaccine approvals and the launch of vaccination in many countries
raised hopes of an eventual end to the pandemic. Despite the high and rising human toll caused
by the novel virus, economic activity remained subdued in 2020 as the global economy
contracted by 3.3 per cent. Economies adapted to new ways of working after lockdowns were
eased in the second half of the year. With the passage of time, businesses have adapted to
subdued contact-intensive operations.

Yet, global prospects remain highly uncertain one year into the pandemic. New virus mutations
and the accumulating human toll raise concerns, even as growing vaccine coverage lifts
sentiment. Economic recoveries are diverging across countries and sectors, reflecting variation
in pandemic-induced disruptions and the extent of policy support. Additional policy measures
announced at the end of 2020, notably in the United States and Japan, are expected to support
the global economy in 2021 and 2022. Global growth is projected at 6 per cent in 2021,
moderating to 4.4 per cent in 2022, which reflects the additional fiscal support in certain
advanced economies and the anticipated vaccine-powered recovery starting second half of 2021.
(Source: IMF World Economic Outlook, April 2021).

Indian Economic Review

Even before the COVID-19 outbreak, the Indian economy was in slowdown mode. Led by a
decline in private consumption growth, weaknesses in the financial sector compounded a
collapse in investment demand. The COVID-19 outbreak that triggered a nationwide lockdown
followed by phased opening of economic activities, impacted GDP growth in FY 2020-21. The
sub-sectors worst affected by the mobility restriction due to the lockdown included aviation,
tourism, hospitality, trade, real estate, construction and industrial activity.

The Management of the Company hereby presents this report covering the activities of the
company during the year ended on March 31, 2021.

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.

Experience, knowhow of the business and the understanding of the requirement by the
customers help us to create business volumes and scale up the business. Continuous efforts are
being made for efficient energy and raw material consumption. Your company, barring
unforeseen circumstances, expects to further improve the performance by identifying new
business opportunities for efficient resource utilization.

Risks & Opportunities

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. 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.

Paper Industry Segment

The global paper products market was estimated at USD 837.6 billion in 2020 and expected to
grow to USD 885.6 billion in 2021 at 5 per cent CAGR. The outbreak of COVID-19 proved to
be a massive restraint on the paper products manufacturing market in 2020 as it disrupted supply
chains due to trade restrictions and consumption declined due to lockdowns imposed by
governments globally.

While the outbreak will expectedly, continue to have a negative impact on businesses into 2021,
the paper products manufacturing market is unlikely to recover soon as supply channels were
disrupted. Meanwhile, businesses have realized the only way to survive is by minimizing
consumption, adopting asset light model and simplifying service and maintenance processes, in
an otherwise labor-intensive industry.

(Source: The Business Research company, Paper Products Global Market Report 2021:
COVID-19 Impact And Recovery To 2030)

Human Resources

Human Resource programs and initiatives in Company are aligned to meet the business needs.
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.

Revenue & Profitability

Your Company achieved Revenue of Rs.1.49 lakhs from the Paper Waste business and achieved
a revenue of Rs. NIL from The Infrastructure business aggregating to Revenue of Rs. 1.49 lakhs
as compared to Revenue of Rs. 428.10 lakhs from the Paper Waste business and Rs. 120.47
lakhs revenue from the Infrastructure business aggregating to Revenue of Rs. 587.53 lakhs in
the previous year. Decrease in revenue was primarily on account of lower revenue from Paper
Waste Business.

Revenues for the Paper Waste business segment declined in line with industry disruptions and
market fluctuations during the year and achieved a revenue of Rs. 1.49 lakhs, as compared to
Rs. 428.10 lakhs in the previous year.
The infrastructure business during the year achieved a revenue of Rs. NIL, as compared to Rs.
120.47 lakhs revenue in the previous year. The infrastructure business revenue remained
subdued during the pandemic crisis year.

Loss After Tax was Rs. 49.43 lakhs, as against profit of Rs. 5.01 lakhs in the previous year.

Other Financial Highlights Other Income was at Rs.64.36 lakhs as against Rs. 38.96 lakhs in
the previous year, primarily on account of interest income.

Future Business Outlook and Plans:

The Company is closely monitoring the emerging situation arising out of COVID-19. It is
neither possible to foresee the duration for which this pandemic will last, nor predict its course.
Though we do hope that the business situation should normalize gradually. The Paper Waste
industry being largely in unorganized sector and highly dependent on labour and supply chain
was impacted due to the pandemic crisis, however, the Company will be coping up with the
changing business environment by focusing on Infrastructure segment and revamping the
product mix and business segments to move in line with changing economy structure.

Looking at the subdued future potential of the paper segment, your company has decided to
consolidate it's operations in paper waste segment and making all out efforts to retrieve the
working capital invested in the paper waste segment. In previous Financial Year ended March
2020, on immediately taking cue of the outbreak of pandemic, your company shelved off the
future plans of setting up proposed MRF unit at Gujarat. Further looking at paper waste
industrial scenario, your company has disposed off the plant and machinery and paper waste
inventories of this segment as a step towards consolidation of paper waste business activities.

Once the invested capital is realized, your company plans to focus on better revenue generating
opportunities in the real estate and infrastructure segment by effectively utilizing Inventories of
Real estate and infrastructure segment situated in Maharashtra. Your Company has commenced
taking strides by identifying Joint Venture business partners to augment and generate new
revenue streams from infrastructure business segment and adapting to changing parameters of
economy in the new post pandemic world.

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.
Internal Controls and their adequacy

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:

Too many businesses fail because translating passion into a successful business model is a
difficult task.
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:

 Financial Management Skill

Being able to effectively manage your finances is critical. You will need to be able to
forecast your cash flow and sales, as well as, monitor your profit and loss. Having sound
financial management skills will help you to run your business profitably and protect your
financial investment.

 Marketing, Sales and Customer Service Skill

It is important to be able to promote your products or services effectively. Providing good

customer service and having a marketing strategy in place will help you to generate sales.

 Communication and Negotiation Skill

Communication and negotiation with your suppliers, potential investors, customers and
employees is very important to have. Having effective written and verbal communication
skills will help you to build good working relationships. Every communication should
reflect the image you are trying to project.
 Management Skill
These means offering other people opportunities to do work, even if you think it will benefit
your own clout or resume to do it yourself. Delegation is an important part of time and
resource management. If you take everything on yourself, chances are your work in key
areas will suffer. Someone that excels in business will be able to manage their own
workload by appropriately directing the appropriate colleagues and subordinates for the best
tasks.

 Strategic Planning Skill

Strategic planning is a very important business activity. Strategic planning is a process of
defining your company's strategy or direction and making decisions on allocations of
resources of capital and people. The key is to know how to project your company's future
performance, within a three-to-five year framework or more, supported by your well-defined
business plan. 2026.84

Details pertaining to Net-worth of the Company:

Particulars 31.03.2021 31.03.2020
(Rs. In lakhs) (Rs. In lakhs)
Net-worth 2026.84 2076.26

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..

For and on behalf of the Board of Directors

Sd/- Sd/-
Rakesh Mishra Kalpana Jha
Place: Mumbai Director Director
Date: 31/08/2021 (DIN: 06919510) (DIN: 08853652 )
INDEPENDENT AUDITOR’S REPORT

To the Members of PARLE INDUSTRIES LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of PARLE INDUSTRIES LIMITED (“the

Company”), which comprise the balance sheet as at 31st March 2021, 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, 2021, and profit/loss,
changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Incorporation of Subsidiary

We draw your attention to Note 2.19(V) to the Financial Statement stating the incorporation of
the Subsidiary of the Company which as per management’s assessment does not have any
material transaction and hence the Company has not prepared Consolidated Financial
Statements. Our opinion is not modified in respect of this matter.

Key Audit Matters

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.
Plant and Machinery

Refer Note No.3 to the Financial Statements. The Company has sold some of its PPE which
includes Plant and machinery, Industrial shed & Furniture & Fixtures. The book value of the
aforementioned assets were Rs. 32,992,631 after providing depreciation of Rs. 2,025,403. This
event is significant to our audit as the transaction is non-routine and involves a certain level of
management judgement. Accordingly, this 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
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.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting
process.

Auditor’s Responsibilities for the Audit of the Financial Statements

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.

• Conclude on the appropriateness of management’s use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.

• 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.
Report on Other Legal and Regulatory Requirements

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.

2. As required by Section 143(3) of the Act, we report that:

(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.

(e) On the basis of the written representations received from the directors as on 31st March, 2020
taken on record by the Board of Directors, none of the directors is disqualified as on 31st
March, 2020 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.

For Dhawan & Co

Chartered Accountants
FirmRegistration No.002864N
Sd/-
M C Gupta
Partner
Membership No. 070834

Place :Mumbai
Date : 10th June, 2021.
UDIN:
ANNEXURE “A” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section
of our report to the Members of PARLE INDUSTRIES LIMITED of even date)

(i) In respect of the Company’s fixed assets:

a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.

b) The fixed assets were physically verified during the year by the Management in
accordance with a regular programme of verification that, in our opinion, provides
for physical verification of all the fixed assets at reasonable intervals. According to
the information and explanations given to us, no material discrepancies were
noticed on such verification.

c) The Company does not own any Immovable property. Accordingly, paragraph 3(i)
(c) of the Order is not applicable to the Company.

(ii)
a) As explained to us the inventories have been physically verified by the
management during the year at reasonable intervals. The Company could not
conduct the physical verification of inventories for the year-end 31st March, 2021
due to Government having imposed restrictions during the lockdown on account of
health, travel and safety concerns due to COVID-19 pandemic. The Company’s
management, however, conducted physical verification of inventories on dates
other than the date of financial statements, but prior to the date of the board
meeting to be held for the purpose of adopting the financial statements, at certain
locations (factories and warehouses) and has made available the documents in
confirmation thereof.

We have performed alternate audit procedures based on documents and other

information made available to us to audit the existence of inventories.

b) On the basis of our examination, the Company has maintained proper records of
inventories and no material discrepancies were noticed on physical verification and
records maintained by the Company.

(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, 2020 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.

There were no undisputed amounts payable in respect of 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 in arrears, as at March 31, 2020 for a period of more than six months
from the date they became payable except the following:

Period to
Amount which
Name of the Statue Nature of Dues Date of Payment
(in Rs) amount
relates

Income Tax Act, 1961 Income Tax 223,565 A.Y.2009-10 Unpaid till Date

Income Tax Act, 1961 Income Tax 60,831 A.Y.2008-09 Unpaid till Date

Income Tax Act, 1961 Income Tax 706,333 A.Y.2007-08 Unpaid till Date

Income Tax Act, 1961 Income Tax 802,713 A.Y.2006-07 Unpaid till Date

Tax Deducted at
Income Tax Act, 1961 370 A.Y. 2020-21 Unpaid till Date
Source
 Tax Deducted at
Income Tax Act, 1961 7,195 A.Y. 2019-20 Unpaid till Date
Source

Interest on
Income Tax Act, 1961 payments default 1,020 A.Y. 2021-22 Unpaid till Date
u/s 201

Interest on
Income Tax Act, 1961 payments default 29,427 A.Y. 2020-21 Unpaid till Date
u/s 201

Late filing fees

Income Tax Act, 1961 52,718 A.Y. 2020-21 Unpaid till Date
u/s 234E

Interest u/s
Income Tax Act, 1961 4,208 A.Y. 2020-21 Unpaid till Date
220(2)

Interest on
Income Tax Act, 1961 payments default 5,137 A.Y. 2019-20 Unpaid till Date
u/s 201

Late filing fees 200

Income Tax Act, 1961 A.Y. 2018-19 Unpaid till Date
u/s 234E

Income Tax Act, 1961 Short Payment 9,660 Prior Years Unpaid till Date

Income Tax Act, 1961 Short Deduction 1,820 Prior Years Unpaid till Date

Interest on
Income Tax Act, 1961 payments default 9,082 Prior Years Unpaid till Date
u/s 201

Interest on
Income Tax Act, 1961 Deduction 500 Prior Years Unpaid till Date
default u/s 201

Late filing fees

Income Tax Act, 1961 800 Prior Years Unpaid till Date
u/s 234E

Interest u/s
Income Tax Act, 1961 24 Prior Years Unpaid till Date
220(2)

Maharashtra State Tax

Professions, Professional Tax 12,400 F.Y. 2019-20 Unpaid till Date
on
Trades, Callings and
Employments Act,
1975

Maharashtra State Tax

on Professions,
Trades, Callings and Professional Tax 4,000 F.Y. 2018-19 Unpaid till Date
Employments Act,
1975

Maharashtra State Tax

on Professions,
Trades, Callings and Professional Tax 1,500 F.Y. 2017-18 Unpaid till Date
Employments Act,
1975

Maharashtra State Tax

on Professions,
Trades, Callings and Professional Tax 7,300 F.Y. 2016-17 Unpaid till Date
Employments Act,
1975

Maharashtra State Tax

on Professions,
Trades, Callings and Professional Tax 39,190 Prior Years Unpaid till Date
Employments Act,
1975

Employees State
ESIC Payable 83,533 F.Y. 2019-20 Unpaid till Date
Insurance Act, 1948

Employees Provident
Fund & Miscellaneous EPF Payable 2,81,885 F.Y. 2019-20 Unpaid till Date
Provisions Act, 1952

Central Goods and

Services Tax Act, CGST Payable 4,12,587 F.Y. 2019-20 Unpaid till Date
2017

Gujarat Goods and

Services Tax Act, SGST Payable 4,12,849 F.Y. 2019-20 Unpaid till Date
2017

Central Goods and Late Fees on

Services Tax Act, delayed filing of 29,260 F.Y. 2020-21 Unpaid till Date
2017 GST Return
 Gujarat Goods and Late Fees on
Services Tax Act, delayed filing of 29,260 F.Y. 2020-21 Unpaid till Date
2017 GST Return

Central Goods and Interest on

Services Tax Act, delayed payment 1,25,510 F.Y. 2019-20 Unpaid till Date
2017 of CGST

Gujarat Goods and Interest on

Services Tax Act, delayed payment 1,25,584 F.Y. 2019-20 Unpaid till Date
2017 of SGST

Central Goods and Late Fees on

Services Tax Act, delayed filing of 92,850 F.Y. 2019-20 Unpaid till Date
2017 GST Return

Gujarat Goods and Late Fees on

Services Tax Act, delayed filing of 92,850 F.Y. 2019-20 Unpaid till Date
2017 GST Return

b) According to the information and explanations given to us and based on the audit
procedures conducted by us, there are no material dues of any statutory payment which
have not been deposited with the appropriate authorities on account of any dispute.

(viii) 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 any debentures. Hence reporting under clause 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 raised
any money by way of initial public offer or further public offer (including debt
instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is
not applicable to the Company and hence, not commented upon.

(x) 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 by its officers or employees
has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the
Company has paid/provided managerial remuneration in accordance with the requisite
approvals mandated by the provisions of section 197 read with Schedule V to the
Companies Act, 2013.
(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 are 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 accounting
standards.

(xiv) According to the information and explanations given to us, the Company has not made
any preferential allotment or private placement of shares or fully or partly convertible
debentures during the year under review and hence, reporting under clause 3 (xiv) are
not applicable to the Company and hence, not commented upon.

(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 are not
applicable to the Company.

(xvi) 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.

ForDhawan & Co
Chartered Accountants
FRN: 002864N

Sd/-
M C Gupta
Partner
M. No. 070834

Place : Mumbai
Date :10th June, 2021.
ANNEXURE“B” TO THE INDEPENDENT AUDITOR’S REPORT

(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, 2021 in conjunction with our
audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

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 under standing
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.
Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to

providereasonable 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.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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, 2021, 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.

For Dhawan & Co

Chartered Accountants
Firm Registration No.002864N
Sd/-
M C Gupta
Partner
M. No. 070834
Place : Mumbai
Date : 10th June, 2021