Parle Software

The Directors have pleasure in presenting the Annual Report and the
 Audited Account for the Year ended 31st July 2008, which is first year
 of the Company after listing of the equity shares pursuant to Scheme of
 arrangement sanctioned by the Bombay High Court u/s. 391 to 394 of the
 Companies Act, 1956.  Financial Results
 
 The salient features of the Companys standalone and consolidated
 financial results for the year under review are as follows:
 
                                                 (Rs.In Lacs)
 
                                 STANDALONE             CONSOLIDATED
 Particulars                31.07.2008 31.07.2008 31.07.2008 31.07.2007
 
 Net Sales / Income from 
 Operations                    3181.39    3318.49    3181.39   3318.49
 
 Other Operative Income           NIL       NIL         NIL      NIL
 
 Other Income                   139.33     259.18     139.33    259.18
 
 Total Income                  3031.22    3577.67    3031.22   3577.67
 
 Operating Profit (before 
 interest, depreciation and     318.22    1042.64     318.22   1042.64
 tax)
 
 Less: Interest and 
 Finance Charges                 20.30      33.87      20.30     33.87
 
 Profit before depreciation 
 and tax                        297.91    1008.77     297.91   1008.77
 
 Less: Depreciation and 
 amortization                   147.55     104.56     147.55    104.56
 
 Profit before tax              150.36     904.21     150.36    904.21
 
 Less : Prior Period 
 Adjustments as per AS 5 and   (807.25)      NIL     (807.25)      NIL
 others
 
 Less: Provision for Income 
 tax, fringe benefit tax,        18.13      61.00      18.13     61.00
 deferred tax and wealth tax
 
 Profit/(Loss) for the year    (675.02)    843.21    (675.02)   843.21
 
 Add: share of profit from 
 associates                        NIL        NIL      61.16       NIL
 
 Profit / (Loss) for the 
 year after share of 
 profit from                   (675.02)    843.21    (613.86)   843.21
 Associates
 
 Profit brought forward        2930.91    2233.44    2930.91   2233.44
 
 Profit available for 
 appropriation                 2255.89    3076.65    2317.05   3076.65
 
 APPROPRIATIONS
 
 General Reserves                20.82      84.32      20.82     84.32
 
 Interim dividend                52.50      52.50      52.50     52.50
 
 Dividend Distribution 
 Tax on above                     8.92       8.92       8.92      8.92
 
 Capitalised for bonus         1050.00       NIL     1050.00       NIL
 
 Balance carried to 
 Balance Sheet                 1123.65    2930.91    1184.81   2930.91
 
 Business Performance
 
 During the year under review, company on a standalone basis earned
 lower Gross Income of Rs. 3031.22 lacs as against Rs.  3577.67 lacs in
 the previous year.
 
 On a standalone basis, Profit before Prior period adjustments as per AS
 5, your company made a Profit Before Tax of Rs.  150.36 lacs against
 Profit Before Tax of Rs. 904.21 lacs in the previous year. Your company
 has made a Net loss of Rs. 675.02 lacs after prior period adjustments
 as per AS 5 from profit during the year under report.
 
 On a consolidated basis your company has made a additional Profit of
 Rs.61.16 Lacs as Share of Profits from Associates against NIL in the
 previous year. Your company has made a Net loss of Rs. 613.86 lacs
 after prior period adjustments as per AS 5 from profit during the year
 under report.
 
 Dividend
 
 During the year under review your company had declared an interim
 dividend of 15% i.e. Rs. 1.50 per equity share of the face value of Rs.
 10/- each which was recommended by the board in their meeting held on
 12th December, 2007 and amount of Rs. 20.82 lacs have been transferred
 to General Reserve account in terms of Rule 2 of Companies (Transfers
 of Profits to Reserves) Rules, 1975. In order to conserve resources for
 the future growth your Directors have decided that the interim dividend
 shall be final dividend for the year ended 31st July, 2008. The total
 dividend for the year ended 31st July, 2008 including tax on
 distributed profits amounts to Rs. 61.42 lacs.
 
 Listing of Shares of Your Company
 
 During to the year under review, 35,00,000 Equity Shares of Rs. 10/-
 each of your company were issued and allotted pursuant to Scheme of
 arrangement sanctioned by Bombay High court u/s 391 to 394 of the
 companies act 1956 , have been listed on the Stock Exchanges, where the
 existing equity shares of your company are presently listed.  The
 aforesaid equity shares of the Company so issued were listed and
 admitted for trading on the Bombay Stock Exchange Limited (BSE) with
 effect from 29th October 2007. The Listing Fee for the Year 2007-08 has
 been paid to Stock Exchanges where the companys equity shares are
 listed.
 
 Issue of Bonus shares and increase in authorized Capital
 
 The board of Directors, at its meeting held on 30th November, 2007 had
 decided to issue fully paid up bonus shares to the members of the
 company in the ratio of 3 (Three) equity shares for every 1 (One)
 Equity shares held by the members by capitalizing in the Appropriation
 account an amount of Rs. 10.50 Crores in terms of Section 205, of the
 companies Act, 1956 & in terms of SEBI Guidelines for Bonus.
 
 To facilitate the issue of additional shares resulting from the bonus
 issue, the board of directors increased the authorised share Capital of
 the company from Rs. 3.60 Crores to Rs. 15.00 Crores.
 
 Auditors Report
 
 The observations made by the Auditors in their Report is Self
 Explanatory and need no further elaboration u/s 217(3) of the Companies
 Act, 1956.
 
 Consolidated Accounts
 
 In accordance with Accounting AS 23 prescribed by the Institute of
 Chartered Accountants of India the Consolidated Accounts of the Company
 and its Associates along with Auditors Report thereon is annexed to
 this report.
 
 Deposits and Loans /Advances
 
 Your company has not invited or renewed deposits from the public /
 shareholders in accordance with Section 58A of the Companies Act, 1956.
 
 Management Discussion and Analysis (MD&A)
 
 The details review of the operations and future outlook of the Company
 is given in the MD&A attached as Annexure I.  Conservation of Energy,
 Technology Absorption and Foreign Exchange Earnings and Outgo.
 
 Conservation of energy, research and development, technology
 absorption, foreign exchange earnings and outgo the particulars as
 prescribed under subsection (1)(e) of section 217 of the Companies Act,
 1956, read with the Companies (Disclosure of particulars in the report
 of board of directors) Rules, 1988, are provided in Annexure II to this
 report.
 
 Corporate Governance
 
 Your Company attaches tremendous significance to good Corporate
 Governance. In order to protect the Investors rights and enhance the
 shareholders value in the long run your company has documented fair and
 transparent Corporate Governance practices. As required by the Clause
 49 of the Listing Agreement(s) entered into with the Stock Exchange(s),
 a Compliance Report on Corporate Governance has been annexed hereto as
 Annexure III the part of the Annual Report.  A certificate from the
 Statutory Auditors of the Company, M/s. S.M. Shidhaye & Co. confirming
 compliance with the conditions of the Clause 49.
 
 General Shareholders Information
 
 Detailed information in this regard is provided in [his section
 General Shareholder Information forming part of This Annual Report
 attached as Annexure IV.
 
 Secretarial Compliance Report
 
 As a reflection of your Companys commitment to transparency, the Board
 is pleased to enclose The Secretarial Compliance Report for the
 financial year 2007-2008 as a part of this Directors Report.
 
 Associates
 
 The Management of the Company has recently decided that the Companys
 software development activities shall now be exclusively carried out by
 its associates namely Samay Techno Corp and Universal Technologies.
 This strategic action was taken by the company with the objective of
 wealth maximization and to mitigate the business risks imposed by the
 uncertain economic conditions in the country and current global turmoil
 situation.  The revenues will accrue to the company from its associates
 by way of its share of profit which will be recognized at the year end
 as per principles and procedures for consolidation as laid out in the
 Accounting Standard - 23 (AS-23) issued by the Institute of Chartered
 Accountants of India (ICAI)/ Company (Accounting Standards) Rules,
 2006.
 
 Directors
 
 Mr. Ashish Kankani and Mr. Rahul Shidhaye retires by rotation at the
 forthcoming Annual General Meeting and being eligible, offer themselves
 for reappointment.
 
 Profiles of these Directors, as required by Clause 49 of the Listing
 Agreements are given in the Section on Corporate Governance.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors
 hereby confirm that:
 
 i.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed and there are no material
 departures from the same;
 
 ii.  They have selected 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 July, 2008 and of the profit or loss of your
 company for that period.
 
 iii.  They have taken proper and sufficient care for maintaining
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 iv.  The Annual accounts have been prepared on a going concern basis.
 
 Auditors
 
 M/s. S.M. Shidhaye & Co., Chartered Accountants, the Auditors of the
 Company retire as statutory auditors at the conclusion of this Annual
 General Meeting and are seeking their appointment. A certificate from
 them has been received to the effect that their re-appointment as
 statutory auditors, if made, would be within the limits prescribed u/s
 224(1 B) of the Companies Act, 1956.
 
 M/s. S.M. Shidhaye & Co., Chartered Accountants have confirmed their
 eligibility and willingness to accept office, if appointed.
 
 Employees
 
 During the year under review there was no employee employed who was in
 receipt of remuneration in excess of the limits prescribed under
 section 217 (2A) of the Companies Act, 1956, read with Companies
 (Particulars of Employees) Rules, 1975.
 
 Corporate Social Responsibility Initiatives (CSR)
 
 Corporate social responsibility (CSR) has been the cornerstone of
 success right from inception. The Corporations objectives in this key
 performance area are enshrined in its Mission statement: ...to help
 enrich the quality of life of the community and preserve ecological
 balance and heritage through a strong environment conscience.We at
 Parle Software have defined a set of core values for ourselves - Care,
 Innovation, Passion and Trust - to guide us in all we do. We take pride
 in being able to claim all our countrymen as our customers. Thats why;
 we coined the phrase, Parle Software Ltd. - Bridge to technology, in
 our corporate campaigns. We, therefore, are aware of the need to work
 beyond financial considerations and put in that little extra to ensure
 that we are perceived not just as corporate behemoths that exist for
 profits, but as wholesome entities created for the good of the society
 and for improving the quality of life of the communities we serve.
 
 Appreciation
 
 Your Directors wish to place on record their sincere appreciation and
 thanks for the valuable co-operation and support received from the
 Companys bankers, financial institutions, business associates,
 suppliers, consultants, customers and shareholders at large and look
 forward to the same in greater measure in the coming years.  The
 Directors also wish to place on record their appreciation of the
 unstinted efforts and contributions made by the Management Team and the
 employees of the Company at all levels.
 
                            For and on behalf of the Board of Directors
                                                 Parle Software Limited
 
 Place: Mumbai                                                V.I. Garg
 Date : 24th December, 2008                      Non Executive Chairman