Académique Documents
Professionnel Documents
Culture Documents
Board of Directors
M.M.Venkatachalam - Chairman M A M Arunachalam - Managing Director C R Rajan K E Ranganathan Sridhar Ganesh H R Srinivasan
Registered Office
Auditors
Bankers
finanCial HigHligHts
(rs. in lakhs)
1262
1215
1292
3130 135
4565
4298
4589
9 720 1944
9 1002 2303
9 633 3907
9 4218 8816
mr. sridhar ganesh, Non Executive Director mr. m a m arunachalam, Managing Director Mr. M A M Arunachalam is an MBA graduate from the University of Chicago. An Alumni of Doon School, Dehradun, he also has a B.Com degree from Loyola College, Chennai. He joined the Board in January 2008. He is on the Board of various companies including Coromadel Engineering Company Limited and New Ambadi Estates Private Limited. Mr. Sridhar Ganesh is a graduate in Physics and an alumnus of IIM Calcutta. He has extensive experience in the areas of developing people strategy, building organization culture, leadership development and coaching for performance and has worked across the HR function in organizations like Cadbury Schweppes, Berger Paints etc. He took up the current role as Director HR with the Murugappa Group in February 2007. He is a member of the Advisory Council of Loyola Institute of Business Administration (LIBA) and the CII National Committee on Skills & Human Resources. He is also the Chairperson of the CII Southern Region Task Force on HR, Skills, Employability, Affirmative Action & ITI-IMC.
mr. C r rajan, Non Executive Director Mr. C R Rajan is a graduate of Delhi University and an MBA from FMS Delhi University. He joined the board in 2005. He retired in December 2009, from the services of Murugappa Group as the President Strategy and Ombudsman of the Murugappa group. He is an Adjunct Faculty of IFMR and LIBA and has conducted sessions at ISB. He is also in the Regional Council of CII, Southern Region, Executive Member SICCI and has served on various national level working groups on WTO.
mr. H r srinivasan, Non Executive Director Mr. Srinivasan holds a degree in Mathematics and two post graduate degrees in Public Administration and Management. He is on the board of various companies including Sical Logistics Limited and Take Solutions Limited. He has been very active in various industry fora, having served both on the State and Regional council of Confederation of Indian Industry (CII). He is also the Past President of TiE (The Indus Entrepreneurs), Chennai Chapter. In 2008 he was conferred the CII Connect Entrepreneur of the Year Award. Srinivasan is also a member of the Young Presidents Organization (YPO).
mr. K e ranganathan, Non Executive Director Mr. K E Ranganathan is a Graduate in Commerce from Madras University and an Associate member of
m.m.Venkatachalam Chairman
notes:
1. a memBer entitleD to attenD anD Vote maY appoint one or more proXies to attenD anD Vote on poll insteaD of Him/Her. a proXY neeD not Be a memBer of tHe CompanY. tHe proXY to Be ValiD sHall Be DepositeD at tHe registereD offiCe of tHe CompanY not later tHan fortYeigHt HoUrs Before tHe time for HolDing tHe meeting. 2. Members are requested to intimate any change in their address, if any, immediately to the Company at its Registered Office quoting their folio number. 3. The Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 is annexed herewith.
m.m.Venkatachalam Chairman
DireCtors report
The Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011. The performance highlights of the Company for the year are summarised below: financial results Sales & Other Income Operating Profit before Interest & Depreciation Less: Depreciation Less: Interest profit before tax Less: Provision for Tax (including Deferred Tax) profit after tax Add: Surplus brought forward Amount available for appropriation Proposed Dividend on Preference Capital Dividend Tax Surplus carried to Balance Sheet 11 2 3049 11 2 3035
(rs. in lakhs)
2010-11
13370 729 409 283 37 10 27 3035 3062
2009-10
10499 733 337 269 127 20 107 2941 3048
PERFORMANCE
The gross sales and other income for the year under review were Rs.133.70 crores as against Rs.104.99 Crores for the previous year, registering an increase of 27%. The profit before Interest and tax was Rs. 3.20 Crores for the financial year as against Rs.3.96 Crores for the previous year.
of the unit. Capacity expansion is expected to reflect in higher growth. During the year, there was an enhanced focus on laminate business development in beverages, edible oil and personal care. More product offerings and addition to customer base contributed to volume growth. Tuflex India also received a Certificate of Appreciation from Pepsico Holdings for performance and excellence as Packaging Material (Label) Supplier.
DIVIDEND
Yours Directors recommend a preference dividend of 7% (i.e. Re.0.70 per preference share of Rs.10/- each).
TUFLEX DIVISION
During the year division has registered a turnover of Rs.60.39 crores as against 54.63 crores during the previous year. The Polynet business continued to grow at a steady rate through the year. The investment for expansion of the Knitted Line capacity has been completed and commissioned during early April 2011. Major institutional supplies, government orders and increase in the distribution network contributed to the growth
TRAVELS DIVISION
The performance of the division continues to be good and encouraging. Value added services Forex, Group Tours, Car hire, etc, has contributed to a 40% increase in the gross income.
iii. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act 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.
INFORMATION TECHNOLOGY
During the year, the company has implemented SAP , an Enterprises Resources Planning Software, across the company, covering Finance, Materials, Production, Maintenance, Selling and Distribution. Availability of on line information will help the businesses for better decision making, cost reduction and operational efficiency.
AUDITORS
The Auditors of the Company M/s. R.G.N. Price & Co., Chartered Accountants, Chennai, retiring at the conclusion of the ensuing Annual General Meeting are eligible for reappointment.
DIRECTORS
Mr. M A M Arunachalam, Managing Director was re appointed as Managing Director with effect from 18th January 2011 for a further period of 3 years, without any remuneration. Mr. C R Rajan and Mr.K E Rangaanthan, Directors of the company, retire by rotation in terms of Articles 109(b) of the Articles of Association of the Company and eligible for reappointment.
PARTICULARS OF EMPLOYEES
There were no employees covered under the provisions of section 217 (2A) of the Companies Act read with Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No G.S.R 289(E) dated 31st March 2011.
FOREIGN OUTGO
EXCHANGE
EARNINGS
&
As required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 particulars relating to Foreign Exchange Earnings and outgo during the year under review are as below:
GENERAL The Board of Directors acknowledges the continued co operation and support received from Bankers, Institutions, Principals, Suppliers and Customers and also records its appreciation to all the employees of the Company for their contribution to the Companys operations during the year under review.
OF
ENERGY ABSORPTION,
TECHNOLOGY
INNOVATION
During the year under review, there are no particulars relating to conservation of energy and technology absorption, adaptation and innovation as required to be disclosed under the above mentioned Rules.
for & on behalf of the Board
m.m.Venkatachalam Chairman
Industry Scenario
acetic acid: The demand for current year is estimated at 4 LMT out of which 3.60 LMT is produced in the country. The key industries which consume Acetic acid are manufacturers of PTA, VAM, Acetic Anhydride and Organic esters, based at West and Northern India. The demand in South is driven by Textile and Pharmaceutical sectors. Citric acid: Citric Acid is extensively used as acid regulator in preparation of Beverage, Fruit processing, Snack seasoning etc. The country is entirely dependent on imports to meet its requirements. The demand is grown by over 15%, as the Beverage, Fruit pulp and Snack food Industries have done well during the year. The price of Citric has been stable thorough out the year, but the price has increased by 20% towards the year end due to increase in the price of raw material.
Cocoa products: The Biscuits, Diary, Health Drinks, Industrial Chocolates and Confectionery are major industries, which drives demand for Cocoa products. Due to continued shortage of the cocoa crop in the key growing regions of Africa, the prices have shot up from 3750 USD to over 5000 in the current year. Demand from mature markets such as Europe and USA for cocoa butter remains weak thus affecting the ratios for powder. On the contrary, the demand for Cocoa powder remains very strong especially in Asian markets widening the price disparity between butter and powder and the trend will continue in the near term . Diary ingredients: A key raw material in the manufacture of products such as Ice cream, Health drinks, Milk reconstitution, Confectionery and Indian sweets. North India is a major producing centre for Dairy ingredients such as Skimmed milk powder, Casein and whey powder. India is facing an acute shortage of milk due to steep drop in milk output and the procurement price of milk has risen by over 15%. Currently there is a shortage of Milk powder despite being in the flush season hence prices remain very high and customers are finding it difficult to meet their needs. packaged Drinking Water: The current market size of bulk packaged drinking water is around 5.5 million liter per day in Tamil Nadu. The national players enjoy a market share of 8% with the local companies the balance share. In the past due to low entry barriers many companies had set up factories, but in recent times with stringent enforcement by BIS enhanced license fees and cost of packaging material around 80 to 90 companies in Chennai have since exited the market. Local brands are successful due to low prices in the range of Rs 25 to Rs 30 per 20 Ltr can and good distributor margins . However their distribution is restricted to specific geographical areas catering to residences, small organizations and commercial enterprise. General Marketing division has established itself as a leading supplier of high quality ingredients to the trade and end customer segment. The division, deals in a vast product portfolio which caters to all food segments such as beverages, Processed foods, Dairy, Baked goods etc. Focus on sourcing of high quality ingredients, tie up with leading manufacturers, packaging in Parry
brand and range of products on offer have not only helped build the distribution market but also emerge as a leading supplier of quality ingredients to major end use customers. Expansion in market coverage, increase in distribution width, focus on major account management and increase in the product portfolio have all helped to sustain healthy growth rates over the years.
4. Travels Division
industry scenario The global economy, which is the main driver of travel and tourism, is slowly regaining momentum. The recovery is fragile and uneven, and markets are shifting. Geopolitical tensions in key hotspots are volatile and natural disasters and/or extreme weather events remain a constant uncertainty, with only negative impact potential (the 2010 Ash Cloud and the disruption caused by snow and ice storms to air travel on both sides of the Atlantic in December 2010 representing prime examples). These underlying conditions will affect travel and tourism in ways that increase the challenges but also open new opportunities The division of the company acts as ticketing agent for Murugappa group companies and also offer value added services like, Visa, Passport, Hotels, Forex, and Group Tours.
Companys performance:
The turnover of the Company has increased by 27 %, from Rs.104.99 Crores in 2009-10 to Rs.133.70 Crores in 2010-11, as the performance of all the businesses are good. However, flexible packaging business performance was not as per the plan. Other Income: The other income was at Rs.0.91 Crores as against Rs.1.59 crores previous year. Profits: The earnings before Interest, depreciation and Tax was Rs.7.29 crores, as against Rs.7.33 Crores in 2009-10. The Profit before tax was Rs.37 lakhs as against Rs.122 lakhs.
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Risk Management:
Robust risk management capabilities are critical for the company. Risk management involves identification, evaluation, prioritization of risks and devising an action plan for risk mitigation. The management analyses and evaluates the various risks associated with its business on an ongoing basis.
The companys audit committee meets periodically to review the Internal auditors observations during their audits. The audit committee also reviews and recommends the quarterly and annual financial statements to the board.
Cautionary Statement
Statements in the Management Discussion and Analysis relating to future performance and outlook have been made in good faith. This may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied. Market data and product information contained in this analysis have been based on information gathered from various published and unpublished reports and their accuracy, reliability and completeness cannot be assured.
Internal Control:
The company has got adequate internal control systems to protect its assets, reliability of financial reporting and statutory compliance. The adequacy and effectiveness of internal controls are monitored by internal auditors and remedial measures are adopted, if necessary.
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The Directors have pleasure in presenting the Corporate Governance Report for the year ended 31st March 2011.
promoter group. The other Directors viz, Messrs. C.R. Rajan, K.E. Ranganathan, Sridhar Ganesh and H.R. Srinivasan are independent Non-Executive directors. Changes in the composition of the Board during the year Mr. K R Ganapathy retired as a Director of the Board with effect from 23rd July 2010. Mr. M.V. Subbiah retired by rotation at the 19th Annual General Meeting of the Company held on 23rd July 2010 and did not seek re-election. Details of Directors reappointment seeking appointment/
Mr. C R Rajan and Mr. K E Ranganathan, Directors retire by rotation at the ensuing Annual General Meeting, on mutual consent basis, and are seeking reelection. Mr. M.A.M.Arunachalam has been reappointed as the Managing Director of the Company for a further period of 3 years with effect from 18th January 2011 without any remuneration. His reappointment is subject to the approval of the members of the Company sought at the ensuing Annual General Meeting of the Company. Relevant details relating to the above Directors are furnished in the Annual Report.
2. Board of Directors
The Board consists of six members comprising of eminent persons with knowledge and experience in different fields. The Board has four independent directors to ensure good governance and management. These independent directors possess high level of integrity, experience, expertise, foresightedness and have the ability to read and understand financial statements. Mr.M.M.Venkatachalam is the Non Executive Chairman. Messrs. M.M.Venkatachalam and M.A.M. Arunachalam, Managing Director represent the
Board Meetings
The Board of Directors met 5 times during the financial year 2010-11. The dates of the Board meetings were 30th April 2010, 23rd July 2010, 25th October 2010, 31st January 2011 and 30th March 2011. The attendance of each director at the board meetings and the last Annual General Meeting and particulars of other directorships / committee memberships held by them during the year ended 31st March 2011 are as under:
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sl. no 1. 2. 3. 4. 5. 6. 7. 8.
name of Directors
no. of no of no of Committee Board directorships memberships meetings (out of which (out of which as attended as Chairman)* Chairman)** 5 1 1 5 5 5 5 3 9(1) 4 2 1 4 3 3 2(1) 1(1) 1 1(1)
attendance at last shares annual held in the general company meeting Yes Yes Yes 63,000 12,835 95,900
Mr. M.M. Venkatachalam Mr. M.V. Subbiah Mr. C.R. Rajan Mr. M.A.M. Arunachalam Mr. Sridhar Ganesh Mr. K.E. Ranganathan Mr. H.R. Srinivasan
# ##
* Excludes Parry Enterprises India Ltd., foreign companies, private limited companies, alternate directorships and companies registered under Section 25 of the Companies Act, 1956. ** Includes only membership in Audit, Remuneration and Investor Grievance Committees. # Retired by rotation w.e.f. 23rd July 2010 ## Retired as Director w.e.f. 23rd July 2010
reporting processes. The terms of reference of the Committee is to review the financial reporting process, internal audit process, accounting policies, adequacy of internal control systems, management audit and recommend the appointment of the statutory / Internal / Cost Auditors and their remuneration. The Committee met 5 times during the financial year 2010-11 on 30th April 2010, 23rd July 2010, 25th October 2010, 31st January 2011 and 30th March 2011. The Committee meeting on 30th March 2011 could not be held for want of quorum and was adjourned to a later date. The statutory auditors, the internal auditors and members of the senior management team are invited to attend the committee meetings. The names and attendance of the committee members are as under: no. of meetings attended 1 5 1 3
Board Procedure
The dates of the Board meetings for a calendar year are usually fixed in advance. The Board meets at least once in a quarter and the interval between two meetings is not more than four months. Apart from the statutory requirements, the Board considers matters pertaining to setting of Long Term Vision, annual business plans, periodic review of operations, approving investments, ensuring adequate availability of resources and reporting to shareholders.
name of the member Mr. K.R. Ganapathy, Chairman* Mr. C.R. Rajan Mr. M.V. Subbiah** Mr. H.R. Srinivasan *Retired w.e.f. 23rd July 2010
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name of the director Mr. M.M. Venkatachalam Mr. M.V. Subbiah Mr. K.R. Ganapathy Mr. C.R. Rajan Mr. Sridhar Ganesh Mr.K.E. Ranganathan Mr. H.R. Srinivasan Mr. M.A.M.Arunachalam
17.07.2009 18.07.2008
Yes Yes
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6. Compliance of Statutes
The Board periodically reviews the compliance of all applicable laws and gives appropriate directions wherever necessary.
9. Others
(i) The Company has adopted a Whistle Blower Policy providing a mechanism for employees to report to the management concerns about unethical behaviors, actual or suspected fraud or violation of the companys Code of conduct or Ethics Policy. (ii) The Companys financial statements do not carry any qualifications by Auditors.
7. Risk Management
The Board periodically discusses the significant business risks identified by the management and the mitigation process being taken up.
m.m.Venkatachalam Chairman
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2. Dividend
In order to conserve funds for the future business activities your directors have not recommended Dividend to the equity shareholders for the year 201011. 7% (Rs. 7 per share) dividend on Preference shares will be paid to those members whose names appear in the Register of Preference Shareholders as on 29th June, 2011 for the year 2010-2011.
b. Distribution of shareholding as on 31st march 2011 Category (shares) Above 10000 no of Holders 1 % to total 100% no of shares 15,00,000 % to total 100%
3. Registered Office
Dare House, No.2, NSC Bose Road, Chennai 600 001
7. Dematerialization of Shares
All the shares of the Company are in physical form.
b. Distribution of shareholding as on 31st march 2011 Category (shares) 1 100 101-200 201-500 501-1000 1001-5000 5001-10000 Above 10000 total no. of Holders 0 0 1 0 1 8 26 % to total 0 0 2.78 0 2.78 22.22 no.of shares 0 0 350 0 4200 64035 % to total 0 0 0.01 0 0.12 1.81 98.06
m.m.Venkatachalam Chairman
72.22 3472876
16
17
U29142TN1990PLC020023
To, The Board of Directors MESSRS. PARRY ENTERPRISES INDIA LIMITED Dare House, No: 2, N.S.C Bose Road, Chennai 600 001. We have carried out the Secretarial Audit of m/s. parrY enterprises inDia limiteD (the Company), having its Registered Office at Dare House, No.2, N.S.C.Bose Road, Chennai 600 001, from the 1st April 2010 to 31st March 2011. objective & scope: The objective and Scope of the secretarial audit is to provide the management a report on the state of compliance of the various provisions of the Companies Act, 1956 and relevant rules and regulations as revealed by its books of accounts, statutory registers, records, documents, and papers as at the date of the audit: Our audit is limited to the areas covered as follows: 1. The Companies Act, 1956 (the Act) 2. The provisions contained in the Memorandum and Articles of Association of the Company. 3. Companies (Central Government) General Rules and Forms, 1956 4. Companies (Disqualification of Directors under section 274(1)(g) of the Companies Act, 1956) Rules, 2003 5. Companies (Issue of Share Certificates) Rules, 1960 6. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 7. Companies (Director Identification Number) Rules, 2006 8. Companies (Electronic Filing and Authentication of Documents) Rules, 2006 We report, based on our examination and verification of the records produced to us and according to the information and explanations given to us by the Company, that the Company has, in our opinion,
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8. The Company has not advanced any loans or given any guarantees or provided any securities to its directors or persons or firms or companies referred under Section 295 of the Act. 9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act during the financial year. 10. During the financial year, the company has not entered into any contracts falling within the purview of Section 297 and 299 of the Act. However, the transactions entered into with the companies listed in the register maintained under Section 301(3) of the Act have been entered in the register maintained under Section 301 of the Act. 11. As per the information and explanations given to us, there were no instances falling within the purview of Section 314 of the Act, hence obtaining approvals from the Board of directors, members or Central Government does not arise. 12. The Company has not issued any duplicate share certificates during the financial year. 13. The Company:
(v) has complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. Messrs. K.E.Ranganathan, Sridhar Ganesh and H.R.Srinivasan were appointed as Directors of the company. Mr.M.V.Subbiah retired as a Director at the 19th Annual General Meeting held on 23rd July 2010 and expressed his desire not to seek reappointment. Mr.K.R.Ganapathy resigned as Director with effect from 23rd July 2010. There was no appointment of alternate directors/ additional directors or directors to fill casual vacancy during the financial year. 15. (a) The Company has re-appointed Mr.M.A.M.Arunachalam as Managing Director for a term of 3 years at the Board Meeting held on 18.01.2011 and has complied with the provisions of Section 269 of the Companies Act, 1956. (b) The Company has not appointed any Whole-time Director / Manager during the financial year. 16. The Company has not appointed any sole selling agents during the financial year. 17. The Company
(i) has not effected any transfer/ allotment / transmission of securities during the financial year. (ii) has declared preference dividend @ 7% on the Preference Share Capital at the Nineteenth Annual General Meeting held on 23rd July 2010 and paid the amount of dividend within the period of 30 days from the date of such declaration. (iii) has no unpaid / unclaimed dividend to be transferred to unpaid dividend account during the financial year. (iv)has not issued any shares, debentures and has not accepted any deposits and hence the question of transfer of application money due for refund, matured debentures, matured deposits and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund does not arise.
(i) had filed necessary compounding application with the Company Law Board, Chennai Bench, through the Registrar of Companies, Chennai for the offence relating to contravention of Section 297 of the Companies Act, 1956 and the approval for the same was received vide order dated 2nd December 2010. (ii) was not required to obtain any approvals of the Central Government, Regional Director, or such authorities prescribed under the various provisions of the Act during the financial year. 18. The directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares or debentures, or other securities during the financial year.
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20. The Company has not bought back any shares during the financial year and hence the question of complying with the buy back provisions does not arise. 21. (a) The Company has not redeemed any Preference Shares during the financial year. (b) The Company has not issued debentures and hence the question of redemption of debentures during the financial year does not arise. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The Company has not made any borrowings during the financial year. 25. The Company has not made any loans, investments or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum of Association with respect to situation of the Companys Registered Office from one State to another during the financial year.
27. The Company has not altered the provisions of the Memorandum of Association with respect to the objects of the Company during the financial year. 28. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year. 29. The Company has not altered the provisions of the Memorandum of Association with respect to share capital of the Company during the year. 30. The Company has not altered its Articles of Association during the financial year. 31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act. 32. The Company has not received any money as security from its employees during the financial year. 33. As per the information and explanations furnished to us, the Company has deposited both the Employers and Employees contribution to Provident Fund with the prescribed authorities pursuant to Section 418 of the Act.
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anneXUre a
Company name Corporate identification no. authorized Capital paid-up Capital : parrY enterprises inDia limiteD : U29142tn1990plC020023 : rs. 12,00,00,000/: rs. 5,04,14,610/-
21
anneXUre B
Company name Corporate identification no. authorized Capital paid-up Capital : parrY enterprises inDia limiteD : U29142tn1990plC020023 : rs. 12,00,00,000/: rs. 5,04,14,610/-
Returns/ Documents/ Forms filed with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended 31st March 2011
61
621A
Application for compounding of offences under Section 297 of the Companies Act, 1956.
15.06.2010
YES
A87096574 NA
32
303
Appointment of Messrs., K.E.Ranganathan, Sridhar Ganesh and H.R.Srinivasan as Directors of the Company & Retirement of Mr. M.V.Subbiah as Director at the 19th Annual General Meeting held on 23.07.2010 and Resignation of Mr.K.R.Ganapathy, Director at the Board Meeting held on 23.07.2010 Balance Sheet for the financial year ended 31st March, 2010.
19.08.2010
YES
NA
220
19.08.2010
YES
NA
192
Registration of resolution passed by the shareholders for Payment of Commission to Non- Whole time Directors at the 19th Annual General Meeting held on 23rd July 2010. Annual return made up to 23rd July, 2010 (Date of 19th AGM).
19.08.2010
YES
NA
A91797977 Rs.500/-(N)
159
22.09.2010
NO
YES
22
Description
Date of filing
21
621A
Filing of Order issued by the Honble Company Law Board, Chennai Bench for Compounding of offence with regard to the contravention of Section 297 of the Companies Act, 1956 & payment of Rs.21000/- towards compounding fee to Company Law Board. Creation of charge in favour of IndusInd Bank on 28.12.2010 for a sum of Rs.15 Crores by way of hypothecation of entire current assets of the company.
31.12.2010
YES
B02002582 Rs.500/-(N)
125
17.02.2011
NO
YES
25C
269
16.03.2011 Re-appointment of Mr.M.A.M. Arunachalam, as Managing Director of the Company with effect from 18.01.2011 for a further period of 3 years. Registration of resolution passed 16.03.2011 by the Board with respect to the Re Appointment of Mr.M.A.M.Arunachalam, as Managing Director of the Company for a further period of 3 years with effect from 18.01.2011.
YES
NA
B07967870 Rs.500/-(N)
23
192
NO
YES
23
24
25
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which have not been deposited on account of a dispute except as given below:
name of statute nature of dues (amount in lakhs), excluding interest, if any 14.98 period to which amounts relate 1991-92 forum where the dispute is pending Assistant Commissioner of Mumbai Commissioner of Central Excise (Appeals)
The Bombay Sales Tax Act, 1959 The Central Excise Act, 1944
Sales Tax
Excise Duty
15.19
2004-05
(x)
The company has no accumulated losses. The company has also not incurred cash losses during this financial year and the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations, the company has not defaulted in repayment of dues to any financial institution or Bank or Debenture holders as at the Balance Sheet date. (xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities. (xiii) The provisions of special statute applicable to chit funds / nidhi / mutual benefit funds / society do not apply to the Company. (xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in share, securities, debentures or other investments. The investments of the company are held in its own name. (xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee during the year for loans taken by others from Banks or financial institutions. (xvi) In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.
(xvii) On the basis of overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on shortterm basis, which have been used for long-term investment. (xviii)During the year, the company has not made any preferential allotment of shares. (xix) The Company has not issued any debentures and hence, creation of Securities for the same is not applicable. does not apply. (xx) During the year, the company has not raised any money by public issue. (xxi) During the course of our examination of the Books and Records of the Company carried out in accordance with the Generally Accepted Auditing Practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year nor have we been informed of such case by the Management. for r.g.n.price & Co firm registration number 002785s Chartered accountants
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m.m.VenKataCHalam Chairman
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profit anD loss aCCoUnt for tHe Year enDeD marCH 31, 2011
schedule inCome Sales Less: Excise Duty Sales (Net ) Commission and Service Income Other Income Expenditure Cost of Goods Sold Employee Cost Other Costs Interest (Net) Depreciation Profit before Tax and prior year adjustments Less: Provision for Tax - Current Tax - Deferred Tax -Tax relating to earlier years - MAT Credit Entitlement profit after tax Add: Surplus brought forward Amount available for Appropriation appropriations: Proposed Dividend on Preference Share Capital Dividend Tax Balance Carried forward to Balance Sheet Earnings per share - Basic and Diluted (Rs.) Notes on Accounts 17 Schedules referred to above form an integral part of these accounts. This is the Profit & Loss Account referred to in our Report of even date. for r.g.n. price & Co Firm Registration Number - 002785S Chartered Accountants K.VenKataKrisHnan Partner Membership No.208591 Chennai April 19, 2011 on Behalf of the Board 10.50 1.75 3,050.73 0.76 10.50 1.75 3,035.96 3.02 7.50 10.00 (7.50) 10.00 27.02 3,035.96 3,062.98 22.00 34.00 (21.00) (15.00) 20.00 107.00 2,941.21 3,048.21 13 14 15 16 10,189.71 956.59 1,495.08 282.76 409.16 13,333.30 37.02 7,514.55 781.08 1,471.02 268.84 336.84 10,372.33 127.00 12 Year ended march 31, 2011 rs. lakhs 13,169.89 594.09 12,575.80 703.62 90.90 13,370.32 Year ended march 31, 2010 rs. lakhs 10,059.83 440.50 9,619.33 720.95 159.05 10,499.33
m.m.VenKataCHalam Chairman
CasH floW statement for tHe Year enDeD marCH 31, 2011
for the year ended march 31, 2011 rs. lakhs a. CasH floW from operating aCtiVities net profit Before tax adjustment for: Depreciation Interest expense Interest Income Investment Income Profit on sale of Investments Provision for Doubtful Debts Bad Debts/ Advances written off Foreign Exchange loss on reinstatement Foreign Exchange Gain on reinstatement Provision for Leave Encashment/Gratuity Loss on sale of fixed assets (net) 409.16 287.78 (5.02) (18.71) 70.12 (3.59) 50.05 2.60 792.39 829.41 operating profit before working capital changes Increase / Decrease in - Trade or other receivables - Inventories - Loans and advances - Current Liabilities Cash Generated from operations Less : Taxes Paid (Net of refund) net Cash from/ (Used in) operating activities (a) B. CasH floW from inVesting aCtiVities Purchase of Fixed Assets Proceeds on sale of fixed assets Purchase of Investments Sale of Investments Interest Income Investment Income Net Cash from/ (Used in) Investing Activities (B) (714.06) (2.90) (18.71) 600.26 5.02 18.71 (111.68) (74.93) 2.41 (3,643.14) 4,064.45 13.84 27.22 389.85 (761.82) (529.32) (519.53) (261.72) (2,072.39) (1,242.98) (40.00) (1,282.98) (423.00) (321.06) (73.93) (617.53) (1,435.52) (686.27) (155.95) (842.22) 336.84 284.73 (15.89) (27.22) (0.14) 2.63 4.43 25.77 (6.16) 14.36 2.90 622.25 749.25 37.02 127.00 for the year ended march 31, 2010 rs. lakhs
30
for the year ended march 31, 2011 rs. lakhs C. CasH floW from finanCing aCtiVities Proceeds from long term borrowings Repayment of long term borrowings Net movement in cash credit facility Interest paid Dividend paid (452.65) 1,892.46 274.57 (12.29)
net Cash from/ (Used in) financing activities (C) Increase in Cash and Cash Equivalents (A+B+C) Cash and Cash Equivalents at the beginning of the year Cash and Cash Equivalents at the end of the year Cash and Cash Equivalents at the end of the year Less: Deposits held as Margin Money Cash and cash equivalents as per Cash Flow Statement
This is the Cash Flow Statement referred to in our Report of even date.
for r.g.n. price & Co Firm Registration Number - 002785S Chartered Accountants
m.m.VenKataCHalam Chairman
31
* The term loan is secured by equitable mortgage of Company's leasehold rights in respect of factory land and buildings constructed thereon at Palej, Bharuch District, Gujarat and first charge on the Plant and Machinery and other Miscellaneous fixed assets of the Company. ** Cash credit facilities are secured by pari passu charge on all the current assets of the Company, both present and future and collaterally secured by extension of equitable mortgage on Company's leasehold rights in respect of factory land and buildings constructed thereon at Palej, Bharuch District, Gujarat and first charge on the Plant and Machinery and other Miscellaneous fixed assets of the Company.
32
SCHEDULE 4
(rs. lakhs)
DEPRECIATION
NET BLOCK
as at as at march 31, march 31, 2010 2011
DESCRIPTION
tangible assets 55.53 873.77 3,222.91 41.44 55.48 33.22 41.79 4,324.14 4,280.62 264.69 4,588.83 17.47 4,298.09 56.18 907.11 3,176.42 65.65 19.06 45.31 10.89 4,280.62
Leasehold Land
58.92
Buildings
998.56
4,102.57
Equipment
113.99
Computers
40.65
Vehicles
57.76
intangible assets
Software
20.81
Total
5,393.26
previous Year
5,336.67
33
SCHEDULE 6 INVENTORIES
Raw Materials Work-in-Progress Finished Goods Consumable Stores and Spare Parts 344.16 328.00 749.75 1,421.91 203.22 1,625.13 322.48 182.07 496.62 1,001.17 94.64 1,095.81
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SCHEDULE 9
loans anD aDVanCes Unsecured - Considered good Advances recoverable in cash or in kind or for value to be received MAT Credit Entitlement Advance Income Tax and Tax Deducted at Source (Net of provision for Taxation Rs.215.15 Lakhs; Previous year - Rs.189.65 Lakhs) 1,387.02 22.50 221.65 1,631.17 874.99 15.00 188.65 1,078.64
35
SCHEDULE 11
proVisions Leave encashment Proposed Dividend Dividend Tax 57.07 10.50 1.73 69.30 41.75 10.50 1.75 54.00
SCHEDULE 12
otHer inCome Profit on sale of investments Investment income (gross) Liabilities/Provisions no longer required written back Scrap sale Miscellaneous income Foreign exchange gain
for the Year ended march 31, 2011 rs. lakhs 18.71 15.91 50.17 2.52 3.59 90.90
for the Year ended march 31, 2010 rs. lakhs 0.14 27.22 9.64 93.43 22.46 6.16 159.05
36
movement in value of Work-in-progress and finished goods opening stock of Finished goods Work-in-progress Excise duty - Finished goods 479.52 182.07 17.10 678.69 Closing stock of Finished goods Work-in-progress Excise duty - Finished goods 737.64 328.00 12.11 1,077.75 (increase)/ Decrease (399.06) 10,189.71 479.52 182.07 17.10 678.69 (85.21) 7,514.55 513.68 67.80 12.00 593.48
37
38
SCHEDULE 17 NOTES ON ACCOUNTS 1.Significant Accounting Policies Basis for preparation of accounts
The financial statements have been prepared under historical cost convention in accordance with the generally accepted accounting principles in India and with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 of India.
Fixed Assets
Fixed Assets are stated at cost less accumulated depreciation. Cost includes related taxes, duties, freight, insurance etc and is net of Cenvat / VAT credits taken wherever applicable.
Intangible Assets
Intangible assets are stated at cost of acquisition less accumulated amortization.
Depreciation
Depreciation is provided on the straight line method at the rates specified in Schedule XIV of the Companies Act, 1956, except in the case of the Furniture and Fittings and Computers, for which the depreciation is based on managements assessment of the estimated useful life of the assets, between 2 and 15 years. Depreciation on additions/ deletions is restricted to the period of use. All assets individually costing Rs. 5,000 and below are fully depreciated in the year of addition. Intangible assets in the nature of business application software, are amortised over a period of three years.
Use of Estimates
The preparation of the financial statements in conformity with the generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amount of assets and liabilities, revenue and expenditure and disclosure of contingent liabilities as at the date of the financial statements. The estimates and assumptions used in the accompanying financial statements are based upon managements evaluation of the relevant facts and circumstances as of the date of the financial statements. The actual results could differ from these estimates.
39
Inventories
Raw Materials, Consumables, Stores and Spares are valued at cost, ascertained on weighted average basis. Cost includes taxes and duties and is net of credit under Cenvat/VAT scheme. Finished Goods have been valued at lower of cost and net realisable value and Work in progress has been valued at cost. Cost includes all direct cost and applicable production overheads to bring the goods to the present location and condition. Inventory of bubble top containers are valued at cost and amortized over a period of 3 years based on the average estimated useful life.
40
Taxes on Income
Provision for current tax is made based on the liability computed in accordance with the relevant tax laws. Provision for deferred tax is being made for the timing differences arising between the taxable income and accounting income computed at current applicable tax rates. Deferred tax assets are recognised only if there is a virtual certainty that they will be realised and are reviewed for appropriateness of their respective carrying values at each balance sheet date.
c) Gratuity
This is a defined benefit plan. Provision for gratuity is made based on actuarial valuation using projected unit credit method. Actuarial gains and losses, comprising of experience adjustments and the effects of changes in actuarial assumptions, are recognised immediately in the profit and loss account as income or expense.
Impairment of Assets
Consideration is given at each Balance Sheet date to determine whether there is any modification or impairment of the carrying amount of the fixed assets. If any condition exists, an assets recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of any asset exceeds recoverable amount.
Provisions
Provisions are recognised when the company has an obligation as a result of past events and it is probable that an outflow of economic resources will be required to settle the obligation and a rational estimate of the amount of the obligation can be made.
41
42
43
Others 127.23 Note: Closing Stock excludes excesses/shortages including damaged stocks and breakages etc.
44
10. Value of raw materials, Components and stores Consumed: a) raw materials Indigenous Imported total b) stores & spares: Indigenous Imported total
87 13 100
88 12 100
86 14 100
95 5 100
45
46
Primary Segment
The company recognizes as its primary business segment manufacture and sale of Extruded Polymer Meshes and Knitted Fabrics, Flexible Packing division, General Marketing division and Travel Division Rs. Lakhs flexi 2010-11 2,830.52 2,830.52 (470.30) (585.92) 343.82 443.12 155.93 110.95 18.71 2.06 363.53 380.22 (470.30) (585.92) 343.82 443.12 155.93 110.95 (342.76) 0.14 27.22 10.89 259.62 (221.37) 2,491.88 6,912.90 4,628.42 329.75 249.29 2,491.88 6,912.90 4,628.42 329.75 249.29 2009-10 2010-11 2009-10 2010-11 2009-10 2010-11 2009-10 general marketing travels Corporate total 2010-11 13,349.55 13,349.55 379.77 18.71 2.06 (363.53) 37.02 10.00 27.02 2,044.55 2,044.55 493.44 493.44 18.55 148.09 312.35 235.38 2,420.16 2,420.16 3,007.06 3,007.06 47.85 175.23 5,462.66 4,657.62 2,169.88 582.27 582.27 56.05 7.52 5,462.66 4,657.62 2,169.88 1,054.87 1,054.87 152.60 152.60 2.16 4.17 501.91 501.91 296.35 296.35 2.47 4.58 364.76 432.74 364.76 177.40 2,596.29 177.40 0.43 3.58 2,596.29 57.25 11.45 1,085.24 1,085.24 0.32 5.77 432.74 851.62 851.62 10,390.49 432.74 10,823.23 4,154.50 2,596.29 6,750.79 463.31 409.16 2009-10 10,461.08 10,461.08 348.37 0.14 27.22 10.89 (259.62) 127.00 20.00 107.00 8,121.80 851.62 8,973.42 3,830.50 1,085.24 4,915.74 69.31 336.84
particulars
2010-11
segment revenue
External Revenue
3,276.38
total revenue
3,276.38
segment results
Operating Profit/(Loss)
350.32
Dividend Income
Sundry Income
350.32
other information
Segment Assets
2,256.04
total assets
2,256.04
Segmental Liabilities
855.72
total liabilities
855.72
Capital Expenditure
35.19
150.23
(i)
Present value of obligation at the beginning of the Year Interest cost Current service cost Benefits paid Actuarial (gain) / loss on obligation Present value of obligation as at the end of the year (ii) Fair value of plan assets at the beginning of the year Expected return on plan assets Contributions Benefits paid Actuarial gain / (loss) on plan assets Fair value of plan assets at the end of the year (iii) amount recognized in the Balance sheet Present value of obligation as at the end of the year Fair value of plan assets at the end of the year Funded status of the plan - (asset) / liability iv) amount recognized in the statement of profit and loss account Current service cost Interest cost Expected return on plan assets Net actuarial (gain) / loss recognized in the year Net Cost recognized in the profit and loss account (v) principal actuarial assumptions Discount rate Salary escalation Expected return on plan assets Attrition rate (b) long term benefit Compensated absence Discount rate Salary escalation Attrition rate
2010 - 2011 rs. lakhs 41.56 3.33 3.09 (5.62) 31.89 74.26
2009 - 2010 rs. lakhs 44.66 3.57 3.67 4.21 (6.13) 41.56
8% 5% 8% 1-3%
8% 5% 8% 1-3%
8% 5% 1-3%
8% 5% 1-3%
47
Partnership Firms
b) Key management personnel Mr.M.M.Venkatachalam, Chairman Mr.M.A.M.Arunachalam, Managing Director c) The above information regarding related parties have been determined to the extent such parties have been identified on the basis of information available with the Company. d) related party transactions Rs. Lakhs particulars fellow subsidiary Company pail -(16.21) 29.97 (82.51) 1.50 (4.89) -(--) -(--) Holding Company nae -(--) 2.65 (0.89) 0.16 (0.05) 10.50 (10.50) -(0.01) Key management personnel mr. mm Venkatachalam -(--) 6.52 (5.42) 0.33 (0.26) -(--) -(--) Key management personnel mr. m a m arunachalam -(--) -----(--) -(--)
Sale of Goods
Debit Balance
48
16. previous years figures have been regrouped / reclassified where necessary.
for r.g.n. price & Co Firm Registration Number - 002785S Chartered Accountants K.VenKataKrisHnan Partner Membership No.208591 Chennai April 19, 2011
m.m.VenKataCHalam Chairman
49
V. generiC names of tHe tHree prinCipal proDUCts/serViCes of CompanY item Code no. (itC Code) 392690.09 3132 291521 product Description Polymer Meshes Packing Materials Trading of Acetic Acid on Behalf of the Board m.m.VenKataCHalam Chairman Chennai April 19, 2011
50 Parry Enterprises India Limited
attenDanCe slip
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL. ONLY MEMBERS OR THEIR PROXIES ARE ENTITLED TO BE PRESENT AT THE MEETING. NAME AND ADDRESS OF THE SHARE HOLDER : ____________________________________________
I / We hereby record my presence at the 20th ANNUAL GENERAL MEETING of the Company on Wednesday 29th June 2011 at 4.00 P.M. Rectangular Hall, Dare House, No.2, N.S.C .Bose Road, Chennai 600 001 NAME OF PROXY IN BLOCK LETTERS SIGNATURE OF THE SHAREHOLDER/ PROXY*
PROXY FORM
I / We______________________________ of ______________________________________being a Member / Members of PARRY ENTERPRISES INDIA LIMITED hereby appoint __________________ ______________________________________of__________ or failing him/ her _____________________ ______________________________of__________ or failing him/ her _______________________ ___________________________________________________of_________________________ as my / our Proxy to attend and vote for me / us and on my /our behalf at the 20thANNUAL GENERAL MEETING of the Company to be held Wednesday 29th June 2011 at 4.00 P .M. at Rectangular Hall, Dare House, No.2, N.S.C.Bose Road, Chennai 600 001 and at any adjournment thereof. Dated this________________ day of ____________________ 2011. Signed of the Member (s) ___________________________________ affiX re.1/reVenUe stamp
Note : The Proxy from must be returned as so to reach the Registered office of the Company not less than 48 hours before the time for holding the aforesaid meeting