Parle Industries Ltd Directors Report

Dear Members,

Board of Directors hereby present the 41^st Annual Report on the business and operations of Parle Industries Limited together with the Audited Statements of Accounts for the financial year ended 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS") notified under Section 133 of the Companies Act, 2013 ("Act") read with the Companies (Accounts) Rules, 2014.

The financial performance of the Company, for the Financial Year ended on 31^st March, 2024 is summarized below: (Amount in Lakhs)

Particulars	Year ended 31st March,	Year ended 31st March,
	2024	2023
Revenue From Operations	-	10.50
Other Income	46.11	69.61
Total Income	46.11	80.11
Total Expenses	41.69	64.02
Profit before Exceptional Item And tax	4.43	16.09
Exceptional Item	-	4.35
Profit Before Tax	4.43	11.75
Taxation:
Current Tax	0.69	3.05
Previous Tax	-	-
Deferred Tax	0.84	4.79
MAT Credit Entitlement	-	-
Profit for the period	2.90	3.91
Other Comprehensive Income (after tax)	-	-
Total Comprehensive Income for the year	2.90	3.91

2. DIVIDEND

During the year ended 31^st March 2024, the Board of Directors has not recommended the dividend on the Equity Shares of the Company.

3. PERFORMANCE REVIEW

During the period under review, the company reported nil revenue from operations and a decrease in profit, which fell from 3.91 Lakhs to 2.90 Lakhs compared to the previous year.

4. TRANSFER TO RESERVE

The Company does not propose to carry any amount to general reserve.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits during the year within the meaning of Section 73(1) of the Companies Act, 2013, and the rules made thereunder.

6. CHANGE IN NATURE OF BUSINESS:

During the FY 23-24 there is no change in nature of business of the company.

The company continues to operates primarily in the Infra & Real Estate Segment foraying in the field of Infra & Real Estate development and is poised to generate revenue from this segment in the forthcoming FY 24-25.

The company has its investments in Investment Segment and has plans to develop MRF unit catering to industrial users operating in paper waste, recycling process etc. The revenue from this Investment Segment is yet to commence, hence segment reporting is not required in accordance with Ind AS 108.

7. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES:

The Company has no subsidiary, Joint Venture and Associate companies.

No company has become or ceased to be the Companys subsidiaries, joint ventures or associate companies during the year under review.

8. SHARE CAPITAL:

The details of Share capital of the Company is as under:

Particulars	As at 31st March,	2024	As at 31st March, 2023
	Number of Shares	Amount	Number of Shares	Amount
Authorised Capital: Equity Shares of Rs 10/- each	1,50,00,000	15,00,00,000	1,50,00,000	15,00,00,000
Issued, Subscribed & Paid-Up Capital: Equity Shares of Rs 10/- each	1,40,00,000	14,00,00,000	1,40,00,000	14,00,00,000

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the period under review, the following changes occurred in the Companys Board:

1. Mr. Rakeshkumar Mishra, Executive Director of the company was appointed as the Chief Financial Officer of the company w.e.f. 10^th February, 2024

2. Mr. Paresh Parekh and Mr. Manish Patel were relieved from the position of Chief Executive Officer and from the position of Chief Financial Officer w.e.f. 31^st January, 2024

3. Mrs. Unnatti Jain (DIN: 07910214), Non-Executive Independent Director of the Company has reappointed for the second term of 5 years w.e.f. 22^nd April, 2024 to 21^st April, 2029.

4. Mr. Rakeshkumar Mishra (DIN - 06919510), a Director of the Company, will retire by rotation at the forthcoming Annual General Meeting and, being eligible, has offered himself for reappointment.

5. Following the period under review, the company has appointed Mr. Sheena Karkera as Chief Executive Officer of the company w.e.f. 03^rd August, 2024.

Other than the above, there has been no change in the constitution of Board during the year under review i.e. the structure of the Board remains the same

10. MATERIAL CHANGES AND COMMITMENTS:

Following the review period,

i. The Board of Directors, in a meeting held on 08^th April, 2024, approved the reclassification of the Promoter Group in accordance with Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations.

The Board subsequently filed an application with BSE Limited to seek approval for this reclassification. Upon obtaining approval by the BSE, the promoter will be reclassified as public category shareholder. Thereafter there will be no promoter in the company and will be a professionally managed company thereon.

ii. The Board of Directors, in a meeting held on 03^rd September, 2024, approved the acquisition of 100% shares of M/s. Welldone Integrated Services Private Limited (WISPL), M/s. Windfield Spaces Private Limited (WSPL) and M/s. Marvelous Vickyfoods Private Limited (MVPL) for the consideration other than cash by way swap shares by issue and allotment of 1,09,00,000 Equity shares to WISPL, 1,22,00,000 Equity shares to WSPL and 1,17,50,000 Equity Shares to MVPL, at the issue price of Rs. 36/- per shares, subject to approvals from members in the ensuing Annual General Meeting of the company.

Further, the Board also approved the issue, offer and allot 2,77,777 Equity shares to M/s. Apple Capital Management Private Limited, creditor of the company for the consideration other than cash pursuant to conversion of outstanding dues standing in the books of the company.

The company continues to experience growth and transformation within the real estate sector and investment arena. This strategic move of expansion through inorganic acquisitions, positions us for enhanced market presence and diversified revenue streams. Our focus remains on delivering sustainable growth and maximizing shareholder value. Looking ahead, we anticipate continued growth driven by our strategic expansion and new business initiatives

11. DECLARATION BY AN INDEPENDENT DIRECTOR(S):

In accordance with the provisions of Section 149(7) of the Act, Ms. Unnatti Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit, Independent Directors of the Company as on 31^st March, 2024 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) and Regulation 25 of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Board is of the opinion that both the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of strategy, planning and execution, management and leadership, functional and managerial experience, legal and risk management, corporate governance systems and practices, finance, banking and accounts and they hold highest standards of integrity.

During the financial year 2023-24 a separate meeting of Independent Directors was held on 31^st March, 2024, without the presence of executive directors or management representatives and the following matters were discussed:

• the performance of non-Independent directors and the Board as a whole;

• the performance of the Chairman of the Company, taking into account the views of executive directors and non-executive directors; and

• assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

12. ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the directors on the basis of 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 criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Further, at a separate meeting, the Independent Directors evaluated performance of NonIndependent Directors, Board as a whole and of the Chairman of the Board.

13. AUDITORS:

i. Statutory Auditors and Audit Report

Pursuant to the provisions of Section 139 of the Act, M/s. Ajmera & Ajmera, Chartered Accountants, Mumbai (ICAI Firm Registration No. 018796C) are the Statutory Auditors of the Company, as per their appointment at the 40^th AGM of the Company held on 25^th September, 2023, for a period of 5 (five) years.

The requirement of seeking ratification of members for continuing the appointment of Statutory Auditors at every AGM was withdrawn by the Companies (Amendment) Act, 2017 w.e.f. 07th May, 2018.

M/s. Ajmera & Ajmera, Chartered Accountants have confirmed that they are eligible and are in compliance with the provisions specified under Section 141(3)(g) of the Act and they are not disqualified to act as Statutory Auditors in terms of the provisions of Sections 139 and 141 of the Act and the Companies (Audit and Auditors) Rules, 2014. The Report of the Statutory Auditor forming part of the Annual Report, does not contain any qualification, reservation, adverse remark or disclaimer. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

ii. Cost Auditors:

The Company is not required to keep cost records or appoint cost auditors.

iii. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Nishant Bajaj & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is enclosed to this report as "Annexure A".

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Sr.no Secretarial Auditors Qualification	Managements Response
1 For the quarter ended 31st March, 2023 the intimation for closure of Trading Window was filed on 04th April, 2024 with a delay of 4 days as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
2 For the Compliance Certificate required under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2015 was required to	The same was due to inadvertent delay. Further the management will make sure for timely compliance.
filed by delay of 4 days for the quarter ended 31st March, 2024.
3 On 31st January, 2024, Mr. Manish Gopaldas Patel was removed from the position of Chief Executive Officer (CEO) of the Company. In accordance with Regulation 26A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 203 of the Companies Act, 2013 the Company was required to fill the vacancy within specific time frames.	The Company was making endeavor to find the suitable candidate for the position of KMP which caused the inadvertent delay in filing the causal vacancy.
It has come to our attention that the Company filed the vacant office of the CEO on 03rd August, 2024.

iv. Internal Auditor:

The Board, upon the recommendation of the Audit Committee, has appointed M/s. Motilal & Associates LLP, as the Internal Auditor of the Company for financial year 2023-2024.

The observations made in the Internal Auditors Report are self-explanatory and therefore do not call for any further comments.

14. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Management Discussion and Analysis of financial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a "Annexure B".

15. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return as on 31st March, 2024 is available on the Companys website www.parleindustries.com

16. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the financial statements.

17. RELATED PARTY TRANSACTIONS:

All related party transactions, if any, that were entered into during the Financial Year were on an arms length basis and were in the ordinary course of business as part of Companys philosophy of adhering to highest ethical standards, transparency and accountability. These transactions are not likely to have any conflict with Companys interest.

All Related Party Transactions up to March 31, 2024 were placed before the Audit Committee and the Board for Approval. Also, prior omnibus approval of the Audit Committee was obtained for Related Party Transactions for the Financial Year 2023-24.

The particulars of transactions between the Company and its related parties as per the Accounting Standard-18 are set out in Notes to Accounts in the Financial Statements annexed with this report. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a policy on related party transactions.

18. BOARD MEETING:

During the year under review, the Board met Six (6) times on 30^th May, 2023, 11^th August, 2023, 25^th August, 2023, 10^th November, 2023, 31^st January, 2024 and 10^th February, 2024. In accordance with the provisions of the Companies Act, 2013 and rules made thereunder. There have not been any instances during the year when recommendations of the Audit Committee were not accepted by the Board.

19. DIRECTORS RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that-

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the year;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively

20. CORPORATE GOVERNANCE:

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this report and is provided as "Annexure C".

A certificate from M/s. Nishant Bajaj & Associates, Practicing Company Secretary regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

21. LISTING ON STOCK EXCHANGE:

The Company shares are listed on the BSE Ltd and the Company has paid the listing fees for the Financial Year 2023-24. The shares of the Company are traded at The BSE Ltd having Nation-wide terminals.

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Your Company has in place a vigil mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of your Companys Code of Conduct.

Under the vigil mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of Regulation 22 of the SEBI Listing Regulations, protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee. Adequate safeguards are provided against victimization to those who avail of the vigil mechanism.

The Whistle Blower Policy is available on the Companys website at the www.parleindustries.com

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ETC.

The Board has nothing to report under this. However, the company is taking adequate steps to see that the energy used by the company is the minimum under the given circumstance.

The Board has nothing to report under the head technology absorption.

During the year, the total foreign exchange used was NIL (previous year Nil) and the total foreign exchange earned was NIL (previous year Nil).

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. During the year, such control was tested and no reportable material weakness in the design or operation was observed.

25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Corporate Governance Report forming part of this Annual Report.

26. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

The Company does not have any of its securities lying in demat/ unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2024. Hence, the particulars relating to aggregate

number of shareholders and the outstanding securities in suspense account and other related matters does not arise.

27. DISCLOSURES:

AUDIT COMMITTEE:

The Audit Committee comprises of Three Directors viz. Mrs. Unnati Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit. The constitution of the Audit Committee meets the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The terms of reference of the Audit Committee are in conformity with Section 177 of the Act and Regulation 18 of the Listing Regulations, 2015. The brief terms of reference inter alia are as follows

• To oversee the Companys financial reporting process and disclosure of financial information.

• To review the financial statements, adequacy of internal control systems and periodic Audit reports.

• To recommend to the Board the matters relating to the financial management of the Company.

• To recommend appointment/re-appointment of Statutory Auditors and fixation of their remuneration.

• To hold discussions with Statutory Auditors periodically.

• To review the financial statements, in particular, the investments made by unlisted Subsidiary Company.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 4 (Four) Meetings were held on 30^th May 2023, 11^th August, 2023, 10^th November, 2023 and 10^th February, 2024

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mrs. Unnati Jain	Chairperson	Non-Executive Independent Director	4
2	Mr. Raviprakash Vyas	Member	Non-Executive Independent Director	4
3	Mr. Narendra Purohit	Member	Non-Executive	4
			Independent Director

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of three Non- Executive Directors, viz. Mrs. Unnati Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit. The constitution of the Committee meets the requirements of Section 178 of the Act and Regulation 19 of the Listing Regulations, 2015. The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The terms of reference of the Committee is to determine, review and recommend the Companys policy on specific remuneration packages for Whole Time Directors, Non-Executive Directors and commission payable to the Chairman of the Company.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 1 (One) Meetings were held on 11th August, 2023

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mrs. Unnati Jain	Chairperson	Non-Executive Independent Director	1
2	Mr. Raviprakash Vyas	Member	Non-Executive Independent Director	1
3	Mr. Narendra Purohit	Member	Non-Executive Independent Director	1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises of three Directors viz Mrs. Unnati Jain, Mr. Raviprakash Vyas and Mr. Narendra Purohit. The constitution of the Stakeholders Relationship Committee meets the requirements of Section 178 of the Act and Regulation 20 of the Listing Regulations, 2015.

The Terms of Reference, Composition and Meetings and Attendance is as below:

i. Terms of Reference/ Policy:

The Committee reviews all matters connected with the physical securities transfer. The Committee also looks into redressal of Shareholders complaints relating to transfer of shares/ dematerialization, nonreceipt of balance sheet, non-receipt of dividends, issue of share certificates on account of bonus, split or any other matter related to securities of the Company. The Committee oversees the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services. The Committee meets as and when required, depending upon grievances and/ or request for physical transfer of securities received by the Company.

ii. Meetings and Attendance:

During the Financial Year 2023-24, 4 (Four) Meetings were held on 30^th May 2023, 11^th August, 2023, 10^th November, 2023 and 10^th February, 2024

Sr No.	Particulars	Designation	Category	No. of Meeting attended
1	Mrs. Unnati Jain	Chairperson	Non-Executive Independent Director	4
2	Mr. Raviprakash Vyas	Member	Non-Executive Independent Director	4
3	Mr. Narendra Purohit	Member	Non-Executive Independent Director	4

28. CORPORATE SOCIAL RESPONSIBILITY:

During the FY 2023-24, Corporate Social Responsibility is not applicable to the company.

29. SEXUAL HARASSMENT POLICY:

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2023-24.

30. CODE OF CONDUCT:

Your Company has established a Code of Conduct and Code of Fair Disclosures for Prohibition of Insider Trading ("Code of Conduct" or "Code") which is applicable to the Employees, Directors, designated persons, immediate relatives of designated persons and connected persons of the Company. The Code lays down the standard of conduct, which is expected to be followed by the Directors and employees in their business dealings, and in particular, on matters relating to integrity in the work place, dealing with stakeholders and in business practices. All the Board Members and the Senior Management employees have confirmed compliance with the Code. The Code is available on website of the Company.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Courts/ Regulators or Tribunals impacting the going concern status and Companys operations in future.

32. COMPLIANCE OF ACCOUNTING STANDARDS:

As per requirements of the SEBI Listing Regulations and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

33. COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT IN ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

36. APPRECIATION:

Your Directors take this opportunity to convey their deep sense of gratitude for valuable assistance and Cooperation extended to the Company by all valued customers and bankers of the Company. Your Directors also wish to place on record their sincere appreciation for the valued contribution, unstinted efforts by the employees at all levels which contributed, in no small measure, to the progress and the high performance of the Company during the year under review.

		By order of board of directors,
		Parle Industries Limited
	Sd/-	Sd/-
	Rakeshkumar Mishra	Unnati N. Jain
	Director	Director
Date: 03rd September, 2024
Place: Mumbai

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