TOGETHER TOWARDS TOMORROW - PEIL · Together, towards tomorrow... TOGETHER TOWARDS ... HR function...

PARRY ENTERPRISES INDIA LIMITEDANNUAL REPORT 2014-2015

TOGETHERTOWARDSTOMORROW

CONTENTS

TOGETHER TOWARDS TOMORROW I

CORPORATE INFORMATION 01

FINANCIAL HIGHLIGHTS 02

DIRECTORS - A BRIEF PROFILE 03

NOTICE TO AGM 04

DIRECTORS’ REPORT 07

FINANCIAL STATEMENTS 37

2014-2015. A milestone year, marking 25 years in business. At Parry Enterprises, touching the silver mark defines a distinction earned - the distinction of a trusted brand identity and market leadership, of a wide customer base and product portfolio, of quality and service.

Milestones also define new paths to be traversed, new challenges to be surmounted. At Parry Enterprises, the celebratory team spirit was marked with a sure determination to forge ahead together, with a roadmap of expansion and growth.

Forging ahead to touch another milestone...Together, towards tomorrow...

TOGETHER TOWARDS TOMORROW...

ADDING VALUEYEARS

I

NETTING FUTUREGROWTH

II

POLYNET

Parry Enterprises leveraged on its brand image and market expertise to consolidate its position in its 2 core products- Extruded Nets and Knitted fabrics. The Polynet range of extruded nets include mosquito proofing, packaging nets, Bi-axial geo grids, fencing products, sericulture nets and other industrial products. Knitted Fabrics comprise agro shading and is used largely in technical farming, floriculture, horticulture, grape farming, cultivation of exotic vegetables, saplings, etc. The company offers customized product solutions to a wide and varied spectrum of industries.

Focus on high technology, a solutions driven approach for the institutional segment and increasing export sales to Middle East, East Africa and SAARC region served as a growth driver during the year.

The division expanded its product portfolio, to enlarge its market presence in the fast growing Net and Green House space in Agriculture and Horticulture. The segment is poised for accelerated growth in the near future, on the back of supportive government policies for the farming sector.

Consolidating brand leadership in the retail space, developing institutional business, greater market penetration in the potential segments of landscaping, infrastructure development and agriculture are the key strategies of the division for future growth.

ADDING VALUEYEARS

III

INGREDIENTS FOR GROWTH

Iv

GENERAL MARKETING

The General Marketing division continued to be the leading supplier of a range of quality food and chemical intermediates and ingredients to a wide spectrum of industrial and trade customers. Reputed for quality, these products are extensively used by leading manufacturers of chocolates, baked foods, diary, confectionery and beverages.

The division focused on quality and customer-centricity to drive its growth strategies. To enlarge its product portfolio and leverage its strong distribution strength for greater market penetration, the Company forged an alliance with M/s Kerry Ingredients, a leading manufacturer of food ingredients. Building volumes in the Institutional segment of key ingredients like citric acid, cocoa powder, skimmed milk powder, flavours and range of products catering to the HORECA segment are part of the division’s future growth plans.

Parry Water expanded its customer base, leveraging on superior product quality, strong brand image and distribution reach. With the stabilisation of operations at the plant at Padappai, the divison has drawn up plans to maximize its capacity utilisation and enlarge its market presence as a significant player, competing with premium multinational brands.

variety, quality and customer-centricity are the key ingredients for the success of the business, that form a vital part of the formula for future growth.

ADDING VALUEYEARS

v

vI

YATRA IN TO THE FUTURE

A Happy Family posing together during its holiday tour.

vI

Innovative travel packages and value added customer service propelled the growth of the Travels Division. The Company focused on expanding its client base with customer-fit tour destinations and stay facilities, working in tandem with Hotel consolidators and tour experts, to provide families and travel groups, total solutions for a perfect holiday experience.

To mine the potential of the fast growing E-commerce segment and to expand its customer base, the business launched a travel portal parryyatra.com leveraging its strong brand image and offering competitive and value added services. To cater to customers better, Forex facilities were started during the year at Hyderabad. Promotional campaigns and road shows were part of the B2C market expansion strategies of the divison. Identifying new and exotic destinations for Outbound Group Tours, experential, value-for-money tour packages for families, itineraries for the intrepid explorer - the roadmap for the Travels Division is outbound and forward looking. An exciting yatra into the future.

PARRY TRAVELS

(L) Mr M M Murugappan -Vice Chairman,

Murugappa Group, receiving the first ticket

from Mr M A M Arunachalam, Director, PEIL, after

the launch of the parryyatra web portal.

A Happy Family posing together during its holiday tour.

ADDING VALUEYEARS

vII

1Annual Report 2014 - 2015 |

BOARD OF DIRECTORS M A M Arunachalam

C R Rajan

Sridhar Ganesh

H R Srinivasan

V Balaraman

REGISTERED OFFICE ‘Dare House’

234, NSC Bose Road

Chennai - 600 001

AUDITORS R.G.N. Price & Co.

Chartered Accountants

Chennai

BANKERS HDFC Bank Limited

Induslnd Bank Limited

Kotak Mahindra Bank Limited

New India Cooperative Bank Limited

Syndicate Bank

Yes Bank Limited

CORPORATE INFORMATION

2 | Parry Enterprises India Limited

(` in lakhs)

Year Ended 31st March

Operating Results 2009 2010 2011 2012 2013 2014 2015

Net Sales 5190 9619 12576 15387 13449 12123 11976

Other Income 4186 880 798 1084 1077 881 884

Profit before Depreciation,

Interest and Tax3802 733 803 689 485 793 825

Profit before Tax 3233 127 37 (370) (805) (1042) 275

Profit after Tax 2162 107 27 (391) (842) (700) 275

Source of Funds

Paid up Share Capital 504 504 504 504 504 504 479

Reserves 3459 3553 3568 3165 2311 1599 1807

Loan Funds 2126 2884 4310 4762 5883 2847 2743

Net Deferred Tax Liability 376 410 420 441 478 25 25

Total 6465 7351 8802 8872 9176 4934 5054

Application of Funds

Fixed Assets 4565 4298 4589 4583 4727 1391 1444

Investments 1030 609 9 9 9 7 7

Net Current Assets 870 2444 4204 4280 4440 3536 3603

Total 6465 7351 8802 8872 9176 4934 5054

FINANCIAL HIGHLIGHTS


MR. M A M ARUNACHALAM Non Executive Director

Mr. M A M Arunachalam is an MBA graduate from the University of Chicago and also has a B.Com degree from Loyola College, Chennai. He did his schooling in Doon School, Dehradun. 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. He has joined EID Parry India Limited as President - Strategy, effective 2nd February, 2015.

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 Professor at GLIM and IFMR and teaches International Business at LIBA and has conducted sessions at ISB. He was also in the Regional Council and Southern Zone Council of CII and on various national level working groups on WTO.

MR. SRIDHAR GANESH Non Executive Director

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 was the Director HR with the Murugappa Group till September 2013. 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.

DIRECTORS – A BRIEF PROFILE

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. V BALARAMAN Non Executive Director

Mr. v Balaraman, a keen marketer and strong believer in Brand Building, is a consultant for Strategy, Branding and Marketing for Corporates (Boardroom Advantage Leadership Consulting). He was the Managing Director of M/s. Pond’s India Ltd from 1991 to 1998 and Director- Exports of then, M/s. Hindustan Lever Ltd, now renamed as M/s. Hindustan Unilever Limited, from 1998 to 2002. He is a Director on the Board of various companies including Pond’s Exports Limited, Mahindra World City Developers Limited, India Nippon Electricals Limited, Mother Dairy Fruit & vegetable P Ltd and Chairman of Computer Age Management Services Limited.


NOTICE is hereby given that the Twenty Fourth Annual General Meeting of PARRY ENTERPRISES INDIA LIMITED, will be held on Friday, the 24th July, 2015 at 5.00 P.M at Dare House, No.234 N S C Bose Road, Chennai - 600001 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Director’s Report, the Audited Statement of Profit & Loss for the financial year ended 31st March 2015, the Balance Sheet as at that date and the report of the Auditors thereon.

2. To declare Dividend on Preference Shares

3. To declare Dividend on Equity Shares

4. To appoint a Director in the place of Mr. M A M Arunachalam, (DIN: 00202958) who retires by rotation and being eligible, offers himself for reappointment

5. To ratify the appointment of Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the 28th Annual General Meeting and in this connection, to consider and if deemed fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution

RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), pursuant to the recommendations of the Audit Committee of the Board of Directors and pursuant to the Resolution passed by the members at the AGM held on 25th July 2014, the appointment of Messrs. R.G.N Price & Co., Chartered Accountants, Chennai bearing Firm Registration No. 002785S as Statutory Auditors of the Company be and is hereby ratified to hold office from the conclusion of this Annual General Meeting till the conclusion of the 28th Annual General Meeting on a remuneration of `7,00,000/- per annum (Rupees Seven Lakhs only) in addition to reimbursement of actual traveling and out-of-pocket expenses incurred by them and applicable taxes.

SPECIAL BUSINESS

6. To consider and if deemed fit, to pass with or without modification(s), the following Resolution as a Special Resolution.

RESOLVED THAT in accordance with the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as “the Act”) and the Rules made there under, including any statutory modification(s) or re-enactment thereof for the time being in force, the Directors of the Company (including alternate Directors), who are neither in the whole-time employment of the Company nor are the Managing Director(s) of the Company, be paid in respect of each of the five financial years of the Company, on and from the financial year which commenced from 1st April, 2015 upto the year ending 31st March, 2020, remuneration by way of commission not exceeding an amount equal to one percent (1%) of the net profits of the Company for that year as computed under Section 198 of the Act.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to decide, from time to time, the quantum and manner of distribution of the amount of commission to one or more Directors within the limits prescribed and in terms of the Act.

NOTICE OF THE TWENTY FOURTH ANNUAL GENERAL MEETING


RESOLVED FURTHER THAT the aforesaid commission shall be exclusive of the fees payable to such Directors for attending the meetings of the Board and the Committees thereof.

RESOLVED FURTHER THAT consent of the Company be and the same is hereby accorded for payment of the aforesaid commission to such Directors who may be relatives/partners of other Directors.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, desirable or expedient to give effect to this Resolution.

On behalf of the Board

Place : Chennai M.A.M ArunachalamDate : 20th April 2015 Director

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING MAY APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIM/HER ON A POLL ONLY. 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 FORTY-EIGHT HOURS BEFORE THE TIME FOR HOLDING THE MEETING

Form of Proxy is enclosed

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 Statement as required under Section 102 of the Companies Act, 2013 is annexed herewith.

4. The Register of members and share transfer books of the Company shall remain closed from 17th July 2015 to 24th July 2015 (both days inclusive) for the purpose of payment of dividend for the financial year ended 31st March 2015.


STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013Item No. 6

At the Annual General Meeting of the Company held on July 23, 2010, the Members had approved of the payment of commission to non Whole-time Directors of the Company not exceeding one percent per annum of the net profits of the Company for a period of five years commencing from April 1, 2010. The responsibility of the non-whole time Directors has increased considerably over the years. There is a greater demand on the non-whole time Directors in terms of time and preparation for the Board and Committee meetings. Keeping in view the requirement in terms of time and quality on the part of the non-whole time Directors, it is necessary to remunerate them appropriately.

Taking into account the role and responsibilities of the Directors as stated above, it is proposed that, the Directors of the Company (including alternate Directors), who are neither in the whole-time employment of the Company nor the Managing Director(s) of the Company, be paid for each of the five financial years, commencing from 1st April, 2015 up to the financial year ending on 31st March, 2020, a remuneration not exceeding one percent per annum of the net profits of the Company computed in accordance with the provisions of the Companies Act, 2013 and applicable Rules, if any, thereunder. This remuneration will be distributed amongst the Directors in accordance with the directions given by the Board of Directors and subject to any other applicable requirements under the Companies Act, 2013 and the Rules thereunder. This remuneration shall be in addition to fee payable to the Directors for attending the meetings of the Board or Committee thereof or for any other purpose whatsoever, as may be decided by the Board

The Board recommends the Special Resolution at Item No.6 for approval by the Members.

Memorandum of Interest

The Directors of the Company, shall be deemed to be concerned or interested to the extent of the remuneration, by way of commission, that may be received by them.


Chennai M A M Arunachalam 20th April 2015 Director


The Directors have pleasure in presenting the 24th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015.

The performance highlights of the Company for the year are summarised below:

FINANCIAL RESULTS(` in lakhs)

PARTICULARS 2014-15 2013-14

Sales & Other Income 12906 13068

Operating Profit before Interest, Depreciation & Other Income 825 793

Less: Depreciation 248 262

Less: Interest 348 303

Profit before exceptional and extra ordinary items and tax of continuing business

275 293

Extra ordinary items (Loss) - (36)

Profit before exceptional and extra ordinary itemsafter Tax of continuing business

275 257

Loss from Discontinuing operations - (616)

Loss on disposal of sale of Discontinuing operations - (683)

Profit before tax on discontinuing operations - (1299)

Less: Provision for Tax (Current Tax and Deferred Tax) - (342)

Profit after Tax 275 (700)

Add: Surplus brought forward 1081 1794

Amount available for appropriation 1356 1094

PERFORMANCE

The company achieved a turnover of `129 crores during the year as against previous year turnover of `130 crores, same as last year. During the year under review, the company has posted a profit `275 lakhs as against `257 lakhs of last year.

TUFLEX DIVISION

The polymer nets business achieved turnover of `55 crores during the year as against `50 crores in the previous year, posting a growth of 10%. A new Monofilament line with a capacity addition of 260 MT at a cost of `280 lakhs was added during the year.

GENERAL MARKETING DIVISION

The business has achieved a turnover of `69 crores as against `76 crores last year.

volatile price of commodities coupled with lower demand for ingredients due to slow down in the food segment has affected the overall market demand. During the year business has tied up with M/s. Kerry Ingredients, a leading ingredients company to strengthen its products folio.

Proposed Dividend on Preference Capital 10 11

Equity Capital 35 -

Dividend Tax 9 2

Surplus carried to Balance Sheet 1302 1081

DIRECTORS’ REPORT


TRAVELS DIVISION

The gross income of the division was `4.95 crores during the year as against previous year income of `4.55 crores. The business has launched a Travel portal “parryyatra.com” with a view to have a presence in the fast growing E commerce segment to reach out to a large customer audience and leverage its strength by offering competitive and value added services.

PREFERENCE SHARE CAPITAL

The company has redeemed first installment of 2,50,000 Preference shares of `10/- each on 9th November 2014, as per the revised terms agreed with the preference shareholders.

SHARE CAPITAL

The paid up capital of the Company as on 31.03.2015 was `479,14,610. During the year under review, the Company has not issued shares with differential voting rights. As on 31st March, 2015 Mr. M A M Arunachalam, Director, (DIN: 00202958) holds 95,900 equity shares of the Company.

DIVIDEND

Your Directors recommend a preference dividend of 7% (` 0.70) per preference share of `10/- each for the financial year ended 31st March 2015.

Your Directors are pleased to recommend an equity dividend of `1/- per equity share of `10/- each fully paid up (10%).

The total outgo towards this will be ̀ 54 Lakhs including dividend distribution tax of ` 9 Lakhs.

RATING

During the year, CARE has assigned BBB (Moderate safety) with positive outlook for both long term and short term debts.

DETAILS OF DEPOSITS

The Company has not accepted Deposits covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS / GUARANTEES / INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

RISK MANAGEMENT POLICY

The company has Business risk management framework to identify, evaluate business risks and opportunities. The framework create transparency, minimize adverse impact on the business objectives and enhance the company’s competitive advantage.

The key business risks identified by the company and its mitigation plans are

COMPETITION RISKS

All the businesses of the company are vulnerable to competition, because of the unorganized players and price undercut. The company is leveraging its expertise in developing new products, by providing value add products, value add services to stay ahead of competition. Also leverages brand value, offers wide range of products/services.

TECHNOLOGY RISKS

There may be threat for Polynet business because of change in technology. However, the business is constantly monitoring the changes and embracing new technology to mitigate/nullify the technology risks.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope of internal audit is defined by the audit committee and the company has appointed M/s. PKF Sridhar and Santhanam, Chartered Accountants, Chennai as their Internal auditors and they report to the Audit committee of the Board.

The internal auditors monitor and evaluate the efficacy of the internal control system existing in the company, its compliance with company’s policies, procedures and systems across all business of the company. The significant audit observations are presented to the Audit committee on a quarterly basis.


Corrective actions are taken by the process owners, based on the findings of the internal audit reports, which in turn strengthen the controls.

DIRECTORS

At the 23rd Annual General Meeting held on 25th July, 2014 Mr.C.R.Rajan (DIN: 00111933) Mr.v.Balaraman (DIN: 00267829) and Mr.H.R.Srinivasan (DIN: 00130277) were appointed as Independent Directors for a period of 5 years with effect from 25th July, 2014 for a term upto the conclusion of the 28th Annual General Meeting to be held in the calendar year 2019. They are not liable to retire by rotation.

Mr. M.M.Murugappan, Chairman (DIN: 00170478) vide his letter dated 31.03.2015 had resigned from the Board of Directors and the same has been accepted by the Board with effect from the close of business hours on 31st March, 2015.

The Board places on record their grateful appreciation of the valuable services rendered and contribution made by Mr M M Murugappan during his tenure of office as a Director of the Company.

RESIGNATION OF MANAGING DIRECTOR

Mr. M.A.M.Arunachalam, Managing Director, (DIN:00202958) had resigned as Managing Director with effect from 2nd February, 2015 but continuing as a non-executive Director of the Company.

Mr. M A M Arunachalam, Director of the Company (DIN: 00202958) retires by rotation pursuant to Section 152(6) of the Companies Act, 2013 and Article 109(b) of the Articles of Association at the forth coming Annual General Meeting and being eligible offers himself for re-appointment.

REMUNERATION POLICY

Pursuant to Section 178 of the Companies Act, 2013, the Board on the recommendation of the Nomination and Remuneration Committee framed the remuneration policy on directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director.

Remuneration policy is attached as Annexure I

MEETINGS OF THE BOARD

The Board had met four (4) times during the financial year ended 31st March 2015, on 17th April 2014, 25th July 2014, 27th October 2014 and 22nd January 2015. The Audit Committee had also met on the same dates. The intervening gap between the meetings was within the time prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors’ make the following Statements in terms of Section 134 (3) (c) of the Companies Act, 2013:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors had selected such accounting policies as mentioned in Note No.23 of the Financial Statements 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, 2015 and of the profit of the company for the year ended on that date;

(c) that 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) that the directors had prepared the annual accounts on a going concern basis; and

(e) that 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.


DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Directors and other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee for its approval.

EXPLANATION AND COMMENTS

The reports of statutory auditors and that of the secretarial auditors are self explanatory and having no adverse comments.

MATERIAL CHANGE

There is no material change or commitments after the closure of the financial year.

COMPOSITION OF AUDIT COMMITTEE

Pursuant to Section 177 of the Companies Act, 2013, the Committee was formed by the Board of Directors and consists of the following members:

1. Mr. H R Srinivasan - Chairman2. Mr. C R Rajan - Member3. Mr. v Balaraman - Member The Board has accepted the recommendations of the Audit Committee and there were no incidences of deviation from such recommendations during the financial year under review.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013, the Board has constituted a Nomination and Remuneration Committee consisting of the following members:

1. Mr. C R Rajan -Chairman2. Mr. v Balaraman - Member3. Mr. M A M Arunachalam - Member

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

The company has not received any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

AUDITORS

STATUTORY AUDITORS

M/s. R.G.N Price & Co, Chartered Accountants, Chennai bearing Firm Registration No. 002785S were appointed at the 23rd Annual General Meeting held on 25th July, 2014 as Statutory Auditors of the Company to hold office from the conclusion of 23rd Annual General Meeting until the conclusion of 28th Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company.

INTERNAL AUDITORS

The Company has appointed M/s. Profaids Consultants, Chartered Accountants, Chennai as internal Auditors of the Company for the financial year 2015-16.

SECRETARIAL AUDIT

The Company has appointed Messrs. R Sridharan and Associates, Company Secretaries, Chennai to undertake voluntary Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as Annexure II


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis report, highlighting the business details, is attached and forms part of this report.

CORPORATE GOVERNANCE REPORT

voluntary Corporate Governance Report together with a Certificate from M/s. R.Sridharan & Associates, Company Secretaries confirming compliance in respect of adoption of corporate governance practices by the Company forms an integral part of this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15.

No. of complaints received – Nil

No. of complaints disposed off – Not Applicable

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

The Company has no commercial activities calling for conservation of energy and/or technology absorption attracting disclosure in pursuance of Rule 8(3) of the Companies (Account) Rules, 2014. However, during

the year the Company has dealings with foreign exchange earnings and outgo.

I. FOREIGN EXCHANGE EARNINGS

Sl. No.

Particulars2014 - 15(` Lakhs)

2013 – 14(` Lakhs)

a. FOB value of Exports 415.50 1051.45

b.Commission and Services

- 17.61

II. FOREIGN EXCHANGE OUTGO

Sl. No.

Particulars2014 - 15(` Lakhs)

2013 – 14(` Lakhs)

a. Travel 10.43 10.82

b. Others 0.20 0.16

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the annual return in the prescribed form MGT 9 are annexed hereto as Annexure III.

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 Company’s operations during the year under review.

For & On behalf of the Board of Directors

M A M ARUNACHALAM Director

Chennai C R RajanApril 20, 2015 Director


COMPANY PROFILE

The company is engaged in the business of Manufacture of Polymer meshes- consists of Extruded Nets and Knitted Fabrics; Trading of Food intermediary products; packaged drinking water; consignment agency and Air travel agency business.

Parry Enterprises India Limited is part of the Chennai based INR 243 billion Murugappa group. The company is a subsidiary of M/s. Ambadi Investments Private Limited, which holds 66.55% of the equity share capital of the Company.

1. TUFLEX

Industry Scenario:

The division produces two different categories of products – Extruded Nets and Knitted fabric.

The industry size of Extruded nets is estimated at 4000 MT with an expected growth of 8% per annum and that of Knitted fabrics at 7500 MT with a growth rate of 12%. The industry is expected to hit higher growth rate because of the new initiatives of the Government – both central and state. Some of the initiatives which is likely to spur future growth includes Promotion of protected cultivation through Net house and Green house in the farm segment to improve yields and increase output, Establish Gas corridors with laying of about 7000 kms underground pipeline, Investment in Infrastructure development, Highway projects, landscaping and Retail market.

As the business has a significant presence in sectors like Agriculture, Horticulture, Packaging, infrastructure creation, the growth is expected to be very good in the next couple of years.

The low cost small scale and unorganized manufactures play an active role with in their strengths; whereas the organized players focus on high value and technology products to retain their share of market.

The key raw material is petroleum based HDPE and LDPE and volatility in the prices of raw materials has affected the entire industry leading to slow pace of growth and putting substantial pressure on profitability .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 2014 - 15

Our Performance

The business has clocked a turnover of ` 55 crores during the year registering a growth of 10% over last year turnover of `50 crores. Sustained efforts in customer insight, expanding product portfolio and focus on institutional segment has helped to grow despite overall slow down in the market. Focus on developing export markets has helped to increase the export turnover by 3 fold from `156 lacs in 2013-14 to over `470 Lacs in 2014-15. The business has established a significant export presence in Middle East, East Africa and SAARC region

Outlook

In the past years, the business has embraced new technology, focused on production efficiency, implemented 5S, created strong customer base, launched new products, manufacturing high value products with international standards, set up a state of art laboratory for in house testing and carrying out R&D activities. These measures will help the business to achieve sustainable and profitable growth in the years to come.

2. GENERAL MARKETING DIVISION

The division deals in food ingredients like Dairy ingredients, Acidulants, Cocoa powder, Emulsifiers, Preservatives, Bakery ingredients, etc and packaged drinking water and acts as consignment agent for International Flavours and Fragrance.

Industry Scenario

Food Ingredients

The current market for ingredients is estimated at over `3500 crores and will continue to grow at an estimated 10%. The fall in inflation, change in life style, convenience, hygiene, etc, are some of factors which will boost the growth of the food industry. However, depth of market penetration, introduction of convenient pack size, attractive pricing and strong brand spends will help the large and organized companies consolidate their market presence and will lead to shrinking presence of small and regional food players .


The price of cocoa beans in the international and domestic markets are on the rise due to fall in output in key growing regions and this may have a bearing on price of Cocoa derivatives which is likely to see significant increase in the coming years.

The heavy demand for liquid milk and the support extended by the cooperative sector has pushed the procurement price of milk. This has led to higher price of ingredients making India uncompetitive in International markets. Pure play ingredient manufacturers are under tremendous pressure and just about barely covering their cost. With stable market pricing of liquid milk the ingredient business is likely to see volatile price fluctuation and a very highly competitive market situation.

Our Performance

Strong “parry” brand coupled with strong focus on the Institutional segment and presence in distribution markets will help the division to sustain its business over the years. New tie ups with International ingredient manufacturers and launch of other new products will help the business to expand it’s customer base.

Outlook

The division continues to be the leading supplier of range of quality ingredients suppliers to many of the industrial and trade customers.

Industry Scenario

Packaged Drinking Water

The packaged drinking water industry is expected to do well because of increasing awareness on health and hygiene coupled with the lack in availability of safe quality drinking water distributed by the Government. The industry is expected to grow at 12-15%. The market is dominated by local manufacturers selling at low price points though certain customer segments continue to patronize high value branded products.

Our Performance

The water plant at Padappai has stabilized over the last year and volumes have steadily grown with acquisition

of new customer accounts and increase in distribution base. The business has retained good margins due to higher price realization and lower production costs.

Outlook

As the demand is ever increasing and with many players in the industry, the differentiating factors are quality, on time delivery and customer satisfaction.

The business is on par with the established brands in the industry on these factors, as the depots are spread across the Chennai city for on timely delivery, increased service levels and providing quality products under “PARRY” brand.

Consignment Agent

The General Marketing division acts as a Consignment agent for M/s. International Flavours and Fragrances India Private Limited in the South catering to the trade market.

3. TRAVELS DIVISION

Industry Scenario

The travel industry is showing signs of recovery after couple of years of turbulence. The demand is on the increase from both for corporate travel and leisure travel. The various initiatives of the governments to boost tourism industry is starting to yield results.

However, the customers are always on the look out for cheaper options leading to severe competition. Customers are exploring easy and convenient options leading to growth in online portal business. Online portals with significant presence in social media, predatory pricing, range of products and customer loyalty programs are garnering a large customer base redefining the traditional travel business.

Our Performance

In line with the industry, the division also launched its own travel online portal “parryyatra” in February 2015.


The other initiatives taken during the year such as focus on MICE and Group tours , FIT, and hotel reservations etc will help the business sustain higher growth in the coming years.

Outlook

As the air travel and tourism industry is on a rebound, after slow growth in the last couple of years, the travel division is poised for rapid growth. With an experienced and dedicated team , expansion in products and backed by a strong customer service the travel business is set to take off to new heights in the years to come.

COMPANY’S PERFORMANCE

During the year the Company achieved a turnover of `129 crores as against previous year turnover of `130 crores.

The profit before tax of the company was ̀ 2.75 crores as against the last year profit of `2.57 crores.

Finance Cost

The increase in the prices of the raw materials and commodities forced the company to borrow more during the year. However, the company was able to borrow at competitive rates. The finance cost for the year was `3.4 crores as against `3.0 crores last year.

Profits

The company earned a profit of `2.75 cores as against ` 2.57 crores during the last year.

Rating

During the year, CARE has assigned BBB with positive outlook for both long term and short term debts.

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.


1. Preamble

This Remuneration Policy provides the framework for remuneration of members of the Board of Directors and other employees of the Company.

This Policy is guided by the principles and objectives as enumerated in Section 178 of the Companies Act, 2013 to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company.

This policy reflects the remuneration philosophy and principles of Parry Enterprises India Limited and considers the pay and employment conditions with peers / competitive market to ensure that pay structures are appropriately aligned.

2. Remuneration of Non-Executive Directors

2.1 Non-Executive Directors (“NEDs”) are paid remuneration by way of Sitting Fees and Commission.

2.2 As per Section 197 (1) of the Companies Act, 2013, in a company where there is no Managing Director or Whole Time Director, commission to Non Whole Time Directors can be paid upto 3%(to all of them put together) of the net profits of the Company computed in accordance with Section 198 of the Companies Act, 2013 and the same is subject to the approval of the Shareholders.

(The Company had earlier obtained the approval of the shareholders at the 19th Annual General Meeting held on 23rd July, 2010 for payment of commission to non whole time directors a sum not exceeding 1% of the net profits of the Company for a period of five years effective from 1st April 2010 to 31st March, 2015).

When recommended, the payment of the Commission to the NEDs will be placed before the Board for its consideration and approval.

The sitting fee payable to the NEDs for attending the Board and Committee meetings is fixed subject to the statutory ceiling. The fee is reviewed periodically and aligned to comparable best in class companies.

3. Remuneration to Other Employees

The Company’s total compensation for other employees consists of: • fixed compensation• variable compensation in the form of annual

incentive • benefits • work related facilities and perquisites

3.1 Fixed compensation is determined on the basis of size and scope of the job typically as reflected by the level or grade of the job, trends in the market value of the job and the skills, experience and performance of the employee. Fixed compensation includes Basic Salary, Housing Allowance, Leave Travel Allowance and a Cash Allowance.

3.2 The Annual Incentive (variable pay) of executives is linked directly to the performance of the Business Unit and the Company in accordance with the Employees Incentive Scheme of the Company.

3.3 Based on the grade and seniority of employees, Benefits for employees include:

3.3.1 Health-Related

3.3.2 Health (hospitalization) insurance

3.3.3 Accident and Life insurance

3.3.4 Retirement-Related

3.3.5 Contribution to a Superannuation Fund (in addition to statutory benefits such as

Provident Fund Account, Gratuity, etc)

3.4 Employees are also eligible for work related facilities and perquisites as may be determined through HR policies issued from time to time based on the Grade of the employee.

REMUNERATION POLICY

ANNEXURE I


3.5 A formal annual performance management process is applicable to all employees, including senior executives. Annual increases in fixed and variable compensation of individual executives are directly linked to the performance ratings of individual employee.

3.6 Overall compensation shall be subject to periodic reviews which takes into account data from compensation surveys conducted by specialist firms, as well as factors such as affordability based on the Company’s performance and the economic environment.

3.7 Employees may be eligible for ESOPs as per the ESOP program (as and when such a scheme is drawn up) approved by the Shareholders and in force from time to time. The objective of the ESOP scheme will be to reward employees for their contribution to the long term growth and profitability of the Company by providing a platform to share the value they create for the Company.

3.8 Employees may be eligible for severance payments in accordance with the termination clause in their employment agreement subject to applicable regulatory requirements

4. ADOPTION, CHANGES AND DISCLOSURE OF INFORMATION

4.1 This Remuneration Policy and any changes thereof are approved by the Board of Directors based on the recommendation(s) of the N&R Committee.

4.2 The policy may be reviewed at such intervals as the Board or N&R Committee may deem necessary.

4.3 Such disclosures of this Remuneration Policy as may be required under the Companies Act, 2013.


SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

To,The Board of Directors,PARRY ENTERPRISES INDIA LIMITED“DARE HOUSE”No. 234, NSC Bose Road,Parrys Corner,Chennai - 600001

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PARRY ENTERPRISES INDIA LIMITED (hereinafter called “the Company”) having its Registered office at “DARE HOUSE” No. 234, NSC Bose Road, Parrys Corner, CHENNAI - 600001. 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 our 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, 2015 complied with the statutory provisions 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:

We 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, 2015 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules and forms made there under;

II. The provisions contained in the Memorandum and Articles of Association.

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

Iv. Factories Act, 1948v. Minimum Wages Act, 1948

vI. Payment of Wages Act, 1936vII. Payment of Bonus Act, 1965vIII. Payment of Gratuity Act, 1972IX. Equal Remuneration Act, 1976X. Maternity Benefits Act, 1961XI. The Food Standards and Safety Act, 2006XII. Industrial Dispute Act, 1947 and other applicable

labour lawsWe have also examined compliance with the applicable clauses of the following:

Corporate Governance voluntary Guidelines, 2009 issued by the Ministry of Corporate Affairs, Government of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. 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 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 were carried through with the consent of all the Directors/Committee Members present and hence the question of recording the dissent of the members does not arise.

We 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.

U29142TN1990PLC020023ANNEXURE II


G. The Company has not issued any shares or debentures, or other securities during the financial year.

H. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 73 of the Act during the financial year.

I. The Company has redeemed Preference Shares partially as per the terms and conditions during the financial year.

J. There was no prosecution initiated against or show cause notices received by the Company/Directors/Officers and no fines or penalties were imposed on the Company during the financial year.

K. The company has approved the payment of dividend to the Preference share holders at 7% at the Board Meeting held on 17th April, 2014.

L. The Company has no unpaid / unclaimed dividend to be transferred to unpaid dividend account and consequently transfer of unpaid dividend to Investor Education and Protection Fund does not arise.

M. 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.

For R.SRIDHARAN & ASSOCIATESCOMPANY SECRETARIES

CS. R.SridharanPlace : Chennai C P No. 3239Date : April 18, 2015 FCS No. 4775

We further report that:

A. The status of the Company during the financial year has been that of Unlisted Public Company.

B. The Company is a Subsidiary of M/s. Ambadi Investments Private Limited (CIN - U65993TN1942PTC003659) having its Registered Office at PARRY HOUSE 5TH FLOOR 43 MOORE ST MADRAS - 600001.

C. The Directors have complied with the disclosure requirements in respect of their eligibility of appointment & independence.

D. The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and Independent Directors. 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 Companies Act, 2013 (Act).

E. The Directors have complied with the requirements as to disclosure of interests and concerns in contracts, arrangements, shareholdings, directorships, interest in other entities.

F. The Company has not altered the provisions of the Memorandum of Association and Articles of Association during the financial year.


ANNEXURE III

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015 PURSUANT TO SECTION 92(3) OF THE COMPANIES ACT 2013 AND RULE 12(1) OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES,2014]

I REGISTRATION AND OTHER DETAILS

i CIN U29142TN1990PLC020023

ii Registration Date 14th December 1990

iii Name of the company PARRY ENTERPRISES INDIA LIMITED

iv Category of the company Public Limited Company

v Address of the Registrated Office Dare House 234 NSC Bose RoadChennai 600 001

Contact Details Mr. R S Basker044 -2530 6457

vi Whether listed company No. Unlisted.

vii Name, Address and Contact details of Registrar and Transfer Agents, if any

M/s. Karvy Computershare Private Limited, Karvy Selenium, Tower B, Plot No. 31 &32, Financial District, Gochibowli, Nanakaramguda, Hyderabad- 500 032Tel: 91-40 23420815- 24Toll Free: 1-800 3454001Fax: 91 - 40 23420814Email: [email protected]: www.karvy.com

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of the company shall be stated

Sl.No. Name and Description of Main Products/Services NIC Code of the product/service

% to total turnover of the company

1 Manufacture of Polymer meshes -- 42.4

2 Trading of Food intermediate products -- 53.8

3 Air Travel Agency -- 3.8

III PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl.No. Name and Address of the company

CIN/GLN Holding/Subsidiary/Associate

% of shares held

Applicable section

1 M/s. Ambadi Investments Private Limited, Chennai

U65993TN1942PTC003659 Holding Company 66.55 2(46)


IV SHAREHOLDING PATTERN (Equity Share Capital break up as percentage of total equity)

i. Categorywise shareholding

Category of shareholders Number of shares held at the beginning of the year

Number of shares held at the end of the year

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

A Promoters

1) Indian

a) Individual 390540 - 390540 11.0 390540 - 390540 11.0

b) Bodies Corp 2356726 - 2356726 66.5 2356726 - 2356726 66.5

c) Promoters Group 513125 274890 788015 22.3 513125 274890 788015 22.3

Total (1) 3260391 274890 3535281 99.8 3260391 274890 3535281 99.8

2) Foreign - - - - - - - -

Total (2) - - - - - - - -

Total Shareholding of Promoters A = (1) + (2)

3260391 274890 3535281 99.8 3260391 274890 3535281 99.8

B Public Shareholding

1. Institutions - - - - - - - -

2. Non - Institutions

a) Bodies Corporate - - - - - - - -

b) Individuals

i) Individual shareholders holding nominal share capital upto ` 1 lakhs

350 5830 6180 0.2 350 5830 6180 0.2

ii) Individual shareholders holding nominal share capital in excess of ` 1 lakhs

- - - - - - - -

c) Others - - - - - - - -

Total (2) 350 5830 6180 0.2 350 5830 6180 0.2

Total Public Shareholding of B = (1) + (2) 350 5830 6180 0.2 350 5830 6180 0.2

C Shares held by custodian for GDRs and ADRs

- - - - - - - -

Grand Total (A+B+C) 3260741 280720 3541461 100 3260741 280720 3541461 100


ii) Shareholding of Promoters

Sl. No.

Shareholders’ Name Shareholding at the beginning of the year

Shareholding at the end of the year

No. of Shares

% of total shares of the Company

% of shares pledged/encumbered to the total shares

No. of Shares

% of total shares of the Company

% of shares pledged/encumbered to the total shares

1 M A M ARUNACHALAM 102900 2.9% - 102900 2.9% -

2 M M vENKATACHALAM 63000 1.8% - 63000 1.8% -

3 M M MURUGAPPAN 49000 1.4% - 49000 1.4% -

4 A vELLAYAN 29750 0.8% - 29750 0.8% -

5 M M MUTHIAH 29400 0.8% - 29400 0.8% -

6 A vENKATACHALAM 29160 0.8% - 29160 0.8% -

7 ARUN ALAGAPPAN 27650 0.8% - 27650 0.8% -

8 M v MUTHIAH 15000 0.4% - 15000 0.4% -

9 M v SUBBIAH 12835 0.4% - 12835 0.4% -

10 M v MURUGAPPAN 12830 0.4% - 12830 0.4% -

11 S vELLAYAN 9800 0.3% - 9800 0.3% -

12 v ARUNACHALAM 9215 0.3% - 9215 0.3% -

13 AMBADI INvESTMENTS

PRIvATE LTD

2356726 66.5% - 2356726 66.5% -


iii Change in Promoters’ Shareholding No Change in Promoters’ Shareholding

iv Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)-Nil.

v Shareholding pattern of Director and Key Managerial Personnel

Sl. No.

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

For each of the Directors and KMP

No. of Shares % of total shares of the company

No. of Shares % of total shares of the company

1. Mr. M A M Arunachalam

At the beginning of the year 102900 2.91 102900 2.91

At the end of the year 102900 2.91 102900 2.91

V INDEBTEDNESS

Particulars Secured Loans excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

Principal Amount 284659363 284659363

Interest due but not paid 0

Interest accrued but not due 0

Total 284659363 0 0 284659363

Change in indebtedness during the financial year

Addition 20000000 100000000 120000000

Reduction 130305607 130305607

Net Change -110305607 100000000 0 -10305607

Indebtedness at the end of the financial year

Principal Amount 174353756 100000000 0 274353756

Interest due but not paid 439315 439315

Interest accured but not due 0

Total 174353756 100439315 0 274793071

Total 174353756 100439315 0 274793071


VI Remuneration of Directors and Key Managerial Personnel

A Remuneration to Managing Director, Whole Time Director and/or Manager Not Applicable

B Remuneration to Other Directors

S l . No.

Particulars of Remuneration

Name of the Director Total Amount

1 Independent Directors Mr. C R Rajan Mr. H R Srinivasan Mr. v Balaraman Total

Fees for attending Board and Committee Meetings

60000 60000 80000 200000

Commission

Others

Total (1) 60000 60000 80000 200000

2 Other Non Executive Directors

Mr. Sridhar Ganesh Mr. M A M Arunachalam Mr. M M Murugappan Total

Fees for attending Board and Committee Meetings

30000 40000 40000 110000

Commission

Others

Total (2) 30000 40000 40000 110000

Total (B) = (1) + (2) 90000 100000 120000 310000

Total Managerial Remuneration - Nil

Overall ceiling as per the Act - ` 2.80 Lakhs

C Remuneration to Key Managerial Personnel other than MD/WTD/Manager Not Applicable

VII PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES

Type Section of the

Companies Act

Brief Description

Details of Penalties

Authority Appeal

A Company

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil

B Directors

Penalty Nil Nil Nil Nil Nil

Punishment Nil Nil Nil Nil Nil

Compounding Nil Nil Nil Nil Nil


We have examined the compliance of conditions of Corporate Governance of M/s. Parry Enterprises India Limited, for the financial year ended March 31, 2015 with relevant records and documents maintained by the Company and furnished to us for the examination and the report on Corporate Governance as approved by the Board of Directors.The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. 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 the explanations given to us, we certify that the Company has generally complied with the conditions of Corporate Governance as stipulated in the Corporate Governance voluntary Guidelines 2009.

We further state that such compliance 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 R. Sridharan & Associates Company Secretaries

CS. R.SridharanDate : April 18, 2015 C.P.No. 3239Place : Chennai FCS No. 4775

PRACTICING COMPANY SECRETARIES’ CERTIFICATE ON CORPORATE GOVERNANCE

R. Sridharan & AssociatesCompany SecretariesNew No. 5, (Old No. 12), Sivasailam Street T.Nagar, Chennai - 600 017.

Phone : 42166988, 43502997, 42555587 Telefax : 044-42137082 email : [email protected] [email protected]


Your Directors have pleasure in presenting the Corporate Governance Report for the year ended 31st March, 2015.

1. Corporate Governance Philosophy

Parry Enterprises India Limited, a constituent of the Murugappa Group, adheres to good corporate practices and constantly strives to improve them and adopt the best practices. Adherence to business ethics and commitment to corporate social responsibility are the enablers for the Company to maximise value for all its stakeholders.

Parry Enterprises India Limited is committed to the spirit of Murugappa Group by holding the core values of integrity, passion, responsibility, quality and respect in dealing with all stakeholders of the Company.

The Parry Enterprises Corporate Governance philosophy is driven by the following fundamental principles:

• Adhere to corporate Governance standards beyond the letter of law;

• Maintain transparency and high degree of disclosure levels;

• Maintain a clear distinction between the personal interest and corporate interest;

• Have a transparent corporate structure driven by the business needs and

• Ensure compliance with applicable laws.

Key elements in corporate governance are transparency, internal control, risk management, internal and external communications and high standards of safety & health. The Board has empowered responsible officers to implement broad policies and guidelines and has set up adequate review processes.

2. Board of Directors

The Board consists of 5 (Five) members comprising of eminent persons with knowledge and experience in different fields.

The Board has 3 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.A.M. Arunachalam, Non Executive Director (DIN: 00202958) represent the promoter Group. The other Directors viz., Mr. Sridhar Ganesh, is a Non - Executive Director, (DIN: 01681018). Messrs. C.R. Rajan, (DIN: 00111933) H.R. Srinivasan, (DIN: 00130277) and v. Balaraman, (DIN: 00267829) are Independent Non Executive Directors.

Mr. M M Murugapan has resigned from the Board with effect from 31st March 2015.

Details of Directors seeking appointment / reappointment

Mr. M.A.M. Arunachalam, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Board Meetings

The Board of Directors met Four (4) times during the financial year 2014-15. The dates of the Board meetings were 17.04.2014, 25.07.2014, 27.10.2014 & 22.01.2015

The attendance of each director at the Board meetings and the last Annual General Meeting and particulars of other Directorships/committee membership held by them during the year ended 31st March, 2015 are as follows;

REPORT ON CORPORATE GOVERNANCE


Sl. No

Name of Directors

No. of Board

Meetings attended

No of Directorships*

No of Committee

Memberships**

Attendance at last

Annual General Meeting

Shares held

in the company

1 Mr.M.M.Murugappan# 4 16 - Yes 49,000

2 Mr. M.A.M Arunachalam 4 5 - Yes 102,900

3 Mr. C.R. Rajan 3 1 -

4 Mr. H.R. Srinivasan 3 9 1 -

5 Mr. SridharGanesh 3 3 - -

6 Mr. v. Balaraman 4 7 3 -

* Excludes Parry Enterprises India Limited and Foreign Companies.# Resigned as Director with effect from 31st March, 2015.

** Includes only membership in Audit and Stakeholder’s Relationship Committees of other companies.

Board Procedure

The dates of the Board Meetings for a calendar year are usually fixed in advance. The Board meets atleast once in a quarter and 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 and status of complaints from the Ombudsperson under the Whistle Blower policy.

3. Board Committees

a. Audit Committee

The purpose of the Audit Committee is to assist the Board of Directors (the “Board”) in reviewing the financial information and provide effective supervision of the financial and 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 Four (4) times during the financial year ended 31st March 2015 on 17.04.2014, 25.07.2014, 27.10.2014 & 22.01.2015. The Statutory Auditors, the Internal Auditors and the members of the senior management team are invited to attend the committee meetings.

The names and attendance of the committee members are as under;

Name of the Member No. of Meetings Attended

Mr. H.R. Srinivasan – Chairman 3

Mr. C.R. Rajan - Member 3

Mr. v. Balaraman - Member 4


b. Nomination and Remuneration Committee

Nomination and Remuneration Committee was constituted on 20th April, 2015 in pursuance of Section 178 of the Companies Act, 2013 for identifying the persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director’s performance.

The names of the members of the committee are as under;

Name of the Member Designation

Mr. C R Rajan Chairman

Mr. v Balaraman Member

Mr. M A M Arunachalam Member

Remuneration Policy

The Nomination and Remuneration Committee framed the criteria for determining qualifications, positive attributes and independence of a director and recommended to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

The Board adopted the said Remuneration Policy which provides the framework for remuneration of members of the Board of Directors, Key Managerial Personnel and other employees of the Company.

The Non-Executive Directors (NEDs) are paid remuneration by way of commission besides sitting fees. In terms of the Shareholder’s approval obtained at the 19th Annual General Meeting held on 23rd July 2010, the commission is paid not exceeding 1% per annum of the net profits of the Company (computed in accordance with the provisions of Section 349 of the Companies Act, 1956). The distribution of commission amongst the Non Executive Directors is placed before the Board for its consideration and approval.

The Non-Executive Directors are also paid sitting fees for every Board / Committee meetings attended by them. The actual commission paid to Directors is restricted to a fixed sum. This sum is reviewed periodically taking into consideration various factors such as performance of the company, time spent by the Directors for attending to the affairs and business of the company and extent of responsibilities cast on Directors under general law and other relevant factors.

Remuneration of Non Executive Directors

The details of remuneration paid to Non- Executive directors for the year ended 2014-2015 are as follows;

(Amount in `)

Name of the director Commission`

Sitting fees for Board & Committee meetings - `

Total`

Mr. M.M.Murugappan Nil 40,000 40,000

Mr. M.A.M Arunachalam Nil 40,000 40,000

Mr. C.R. Rajan Nil 60,000 60,000

Mr. H.R. Srinivasan Nil 60,000 60,000

Mr. SridharGanesh Nil 30,000 30,000

Mr. v. Balaraman Nil 80,000 80,000


4. General Body Meetings

a. Last 3 Annual General Meetings

Year Date Time Venue

2011-12 20th July, 2012 5.00 P.M Rectangular Hall, ‘Dare House’, No.2, Old No. 234, NSC Bose Road, Chennai - 600001

2012-13 26th July, 2013 5.00 P.M Rectangular Hall, ‘Dare House’, No.2, Old No. 234, NSC Bose Road, Chennai 600001

2013-14 25th July, 2014 12 Noon

Rectangular Hall, ‘Dare House’, No.2, Old No. 234, NSC Bose Road, Chennai - 600001

b. Details of Special resolutions passed in the previous Annual General Meetings

Date of AGM Whether any special Resolution was passed Particulars

25.07.2014 Nil -

26.07.2013 Nil -

20.07.2012 Nil -

5. Compliance of Statutes

The Board periodically reviews the compliance of all applicable laws and gives appropriate directions whenever necessary.

6. Risk Management

The Board periodically discusses the significant business risks identified by the management and the mitigation process being taken up.

7. Management Discussion and Analysis Report

A Management Discussion and Analysis Report forms part of the Annual report.

8. Others

(i) The Company has adopted a Whistle Blower policy providing a mechanism for employees to report to the management concerns about the unethical behaviors, actual or suspected fraud or violation of the company’s code of conduct or Ethics policy.

(ii) The company’s financial statements do not carry any qualifications by the Auditors.


9. General Shareholder Information

A separate section has been included in the Annual report furnishing various details viz. AGM date, time, venue, distribution of holding, etc.

On behalf of Board

Place : Chennai M A M ArunachalamDate : April 20, 2015 Director


1. Forthcoming Annual General Meeting

24th July, 2015 at 5 P.M at Dare House, No. 2, Old No. 234 N S C Bose Road, Chennai - 600001.

2. Dividend

The Board at its Meeting held on 20th April, 2015 recommended the payment of Dividend with respect to equity shares at the rate of Re.1 per share (10%).

3. Registered Office

‘Dare House’, No.2, Old No. 234, NSC Bose Road, Chennai – 600001

4. Share Transfer Process

During the year, there was one transmission of shares made on 27th October, 2014

5. Shareholding pattern / Distribution of Shareholding (Equity)

a. Shareholding pattern as at 31st March 2015

Category % to Total capital

Promoter group 99.83

Others 0.17

Total 100.00

b. Distribution of shareholding as on 31st March 2015

CategoryNo. of

shareholders% to total No. No. of Shares % of holding

1-100 0 0 0 0

101-200 0 0 0 0

201-500 1 2.78 350 0.01

501-1000 0 0 0 0

1001-5000 1 2.78 4200 0.12

5001-10000 8 22.22 64035 1.81

Above 10000 26 72.22 3472876 98.06

Total 36 100.00 3541461 100.00

GENERAL SHAREHOLDER INFORMATION


6. Shareholding Pattern / Distribution of Shareholding (Preference)

a. Shareholding pattern as at 31st March 2015

Category % to Total capital

Others 100.00

Total 100.00

b. Distribution of shareholding as on 31st March 2015

Category (Shares)No. of

shareholders% to total No. No of Shares % of holding

Above 10000 1 100% 15,00,000 100%

7. Address for Correspondence

(i) Compliance officer

Mr. R.S. Basker ‘Dare House’ 2, NSC Bose Road Chennai – 600 001

(ii) Registered Office

Parry Enterprises India Limited ‘Dare House’ 2, NSC Bose Road Chennai – 600 001


Chennai M.A.M. ARUNACHALAMApril 20, 2015 Director


R.G.N. PRICE & CO.CHARTERED ACCOUNTANTS

Phone : 28413633 & 28583494 Simpson’s Buildings,Telefax : 28544569 Post Box No.335E-Mail : [email protected] 861, Anna Salai,Offices at : Mumbai, Ernakulam, Quilon, Calicut, CHENNAI- 600 002. Bangalore, New Delhi

Ref. No.: 20th April 2015

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF PARRY ENTERPRISES INDIA LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of PARRY ENTERPRISES INDIA LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility 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 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, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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

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.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.


An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. 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. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

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,

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) in the case of Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

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

1. As required by the Companies (Auditor’s Report) Order 2015 issued by the Central Government in terms of Section 143 (11) of the Act, we give in the annexure a statement on the matters specified in paragraphs 3 and 4.

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 Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being

appointed as a director in terms of Section 164 (2) of the Act.


(f) 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 has disclosed the impact of pending litigations on its financial position in its financial statements which has been referred by us in Paragraph 7 (b) of CARO 2015. – Refer Note 23(3) to the financial statements;

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 RGN Price & CoCharted Accountants

K. VENKATA KRISHNANPartner

M.No.208591


ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our Audit Report of even date to the members of Parry Enterprises India Limited on the Financial Statements of the Company for the year Ended on 31st March 2015)

(i) a) The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.b) Generally, fixed assets are physically verified by the Management, according to a phased programme designed to cover all items over a period of two years which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. As part of the programme, the Company has physically verified the fixed assets and no material discrepancies were noticed.

(ii) a) The inventory has been physically verified by the Management during the year. In our opinion, frequency of verification is reasonable. b) In our opinion, the procedures for physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business.c) On the basis of our examination of Inventory records, in our opinion, the Company is maintaining proper records of Inventory and no material discrepancies were noticed on physical verification.

(iii) c) The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. Further on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

(v) The company has not accepted any deposits during the year. Hence Clause 3(v) of the Order is not applicable

(vi) Maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act. We have broadly reviewed the books and records of the Company in this connection and are of the opinion, that prima facie, the prescribed accounts and records have been maintained. We have, however, not made a detailed examination of the records to ascertain whether they are accurate and complete.

(vii) a) According to the information and explanations given to us, and records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues as applicable, with the appropriate authorities. There are no arrears of undisputed statutory dues outstanding as at 31st March 2015 for a period of more than six months from the date they become payable.

(b) According to the information and explanations given to us, and the records of the Company examined by us, there are no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess which have not been deposited on account of any dispute except the following:


Name of Statute

Nature of dues

Amount (` in lakhs) excluding interest, if any

Period to which amounts relate

Forum where the dispute is pending

The Bombay Sales Tax Act, 1959

Sales Tax 14.98 1991-92 Assistant Commissioner of Mumbai

The Central Excise Act, 1944

Excise Duty 24.03 2003-11 Commissioner of Central Excise (Appeals)

The Finance Act, 1994

Service Tax 8.51 2004-11 Assistant Commissioner of Service Tax

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The company has no accumulated losses. The company has not incurred cash losses during the financial year covered by the audit but has incurred cash losses in the immediately preceding financial year.

(ix) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institutions or Banks or Debenture holders during the year.

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions. Accordingly, Clause 3(x) of the Order is not applicable.

(xi) In our opinion and according to the information and explanations given to us the term loans have been applied for the purpose for which they were obtained.

(xii) 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 RGN Price & CoCharted Accountants

K. VENKATA KRISHNANPartner

M.No.208591


FINANCIAL STATEMENTS


(` in Lakhs)I EQUITY AND LIABILITIES Notes As at March 31, 2015 As at March 31, 2014

1 Shareholders' Funds

(a) Share Capital 1 479.15 504.15

(b) Reserves and Surplus 2 1,807.61 2,286.76 1,599.00 2,103.15

2 Share application money pending allotment - -

3 Non Current Liabilities

(a) Long Term Borrowings 3 150.00 183.33

(b) Deferred Tax Liabilities 25.00 25.00

(c) Other Long Term Liabilities 4 72.09 73.20

(d) Long Term Provisions 5 151.73 398.82 139.38 420.91

4 Current Liabilities

(a) Short Term borrowings 6 2,543.87 2,997.86

(b) Trade Payables 7 1,313.87 876.37

(c) Other Current Liabilities 8 811.03 817.49

(d) Short Term provisions 9 47.57 4,716.34 39.44 4,731.16

TOTAL 7,401.92 7,255.22

II ASSETS

1 Non-Current Assets

(a) Fixed Assets 10

(i)Tangible Assets 1,426.25 1,375.86

(ii)Intangible Assets 17.51 14.86

(iii)Capital Work in Progress - 1,443.76 0.59 1,391.31

(b) Non Current Investments 11 7.20 7.20

(c) Long Term Loans and Advances 12 73.37 80.57 104.47 111.67

2 Current Assets

(a) Current Investments -

(b) Inventories 13 1,921.24 1,492.24

(c) Trade receivables 14 3,121.66 2,910.71

(d) Cash and Cash equivalents 15 244.09 326.49

(e) Short term loans and advances 16 434.52 831.90

(f) Deposits pertaining to Discontinued operations to be recoverable

17 24.24

(g) Other Current Assets 17 156.08 5,877.59 166.66 5,752.24

TOTAL 7,401.92 7,255.22

Notes on Accounts 24

Notes referred to above form an integral part of these accounts.

This is the Balance Sheet referred to in our Report of even date.

For R.G.N. Price & Co On Behalf of the Board

Firm Registration Number-002785S

Chartered Accountants

K. VENKATAKRISHNAN M.A.M.ARUNACHALAM

Partner Director

Membership No.208591 DIN:00202958

Chennai C R RAJAN

April 20, 2015 Director

BALANCE SHEET AS AT MARCH 31, 2015

DIN:00111933


(` in Lakhs)

A. Continuing Operation NotesFor the year ended

March 31, 2015 For the year ended

March 31, 2014I Revenue from operations

Less: Excise Duty18 13,451.56

591.22 13,562.66

559.09

Total Revenue (I) 12,860.34 13,003.57

II Expenses

Cost of Materials ConsumedPurchases of Stock-in-TradeChanges in inventories of finished goods, Work in progress and stock in tradeEmployee benefit expenseOther Expenses

19

19

20 21

3,062.36 6,476.05 (377.45)

1,060.45 1,813.57

3,049.77 6,506.85

(63.93)

940.33 1,777.51

Total 12,034.98 12,210.53

III Earnings before exceptional items, extraordinary items, interest, tax, depreciation and amortisation (EBITDA) (I-II)

825.36 793.04

Iv Finance Cost 22 348.33 302.72 v Depreciation and amortization expense 248.20 262.17

596.53 564.89 vI Other Income 23 45.79 64.87 vII

vIIIIXXXIXII

Profit before exceptional and extraordinaryitems and tax (III-IV-V+VI)Exceptional ItemsProfit before extraordinary items and tax (VII-VIII)Extraordinary items - (Loss)Profit Before Tax after Extraordinary items

Tax Expense

274.62

- 274.62

- 274.62

293.02

- 293.02 (35.98) 257.04

1. Current Tax 61.00 -

2. Deferred Tax - -

3. MAT Credit Entitlement (61.00)

XIIIB.XIvXv

Profit after tax (Loss) from continuing operationsDiscontinuing operationsProfit (Loss) from discontinuing operations before taxGain /(Loss) on disposal of sale of discontinuing operations

274.62 257.04

(616.38) (682.58)

XvI Tax Expenses of discontinuing Operations1 Current Tax2 Deferred Tax

- - -

(1,298.96) -

111.00 (453.00) (342.00)

XvII Profit(Loss) after tax from discontinuing operations (XIV+XV-XVI)

- (956.96)

C. Total Operations

XvIII Profit (Loss) after tax for the year (XIII+XVII) 274.62 (699.92)

XIX Earnings per equity share - `BasicDiluted

7.75 7.75

(19.76)(19.76)

Notes referred to above form an integral part of these accounts.

24

This is the Profit and Loss Account referred to in our Report of even date.

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2015

For R.G.N. Price & CoFirm Registration Number - 002785SChartered AccountantsK. VENKATAKRISHNANPartnerMembership No.208591Chennai April 20, 2015

On Behalf of the Board

M.A.M.ARUNACHALAM

Director

DIN:00202958

C R RAJAN

Director DIN:00111933


(` in Lakhs)

For the year ended March 31, 2015


A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 274.62 (1,041.92)

Adjustment for:

Depreciation 248.20 262.17

Interest expense 338.41 300.68

Interest Income (26.31) (7.39)

Investment Income (0.56) (0.51)

Profit on Sale of Investments ... (2.09)

Provision for Doubtful Debts/Advances 27.71 24.91

Foreign Exchange loss on reinstatement ... 4.40

Provision for Leave Encashment / Gratuity 12.35 3.49

Loss on sale of fixed assets (net) ... (6.81)

599.80 578.85

Operating profit before working capital changes 874.42 (463.07)

Changes in working capital

Adjustments for (increase)/decrease in operating assets:

- Trade or other receivables (210.95) (365.63)

- Inventories (429.00) (113.94)

- Short Term Loans and Advances 309.05 (56.62)

- Long Term Loans and Advances 31.10 (27.62)

- Other current assets 10.58 692.03

(289.22) 128.22

Adjustments for increase / (decrease) in operating liabilities:

Trade payables 437.50 49.93

Other current liabilities (6.46) (225.27)

Other long-term liabilities (1.11) 3.26

Short-term provisions 8.13 12.45

Long-term provisions 12.35 450.41 3.50 (156.13)

1035.61 (490.98)

Less : Taxes Paid (Net of refund) (23.49) (124.79)

Net Cash from/ (Used in) Operating Activities (A) 1012.12 (615.77)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (312.56) (249.66)

Proceeds on sale of fixed assets (0.00) 34.56

Proceeds on sale of Flexi unit on slump sale basis 3054.00

Sale of Investments 0.00 3.99

Interest Income 26.31 7.39

Investment Income 0.56 0.51

Net Cash from / (Used in) Investing Activities (B) (285.69) 2850.79

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2015


(` in Lakhs)



C. CASH FLOW FROM FINANCING ACTIVITIES

Redemption of Preference shares (25.00)

Proceeds from long term borrowings 200.00 100.00

Repayment of long term borrowings (160.00) (1051.45)

Net movement in Short Term borrowings (453.99) (918.17)

Interest paid (338.34) (300.68)

Dividend paid (31.50)

Net Cash from / (used in) Financing Activities (C) (808.83) 2170.30

Increase in Cash and Cash Equivalents (A+B+C) (82.40) 64.72

Cash and Cash Equivalents at the beginning of the year 284.72 220.00

Cash and Cash Equivalents at the end of the year 202.32 284.72

Cash and Cash Equivalents at the end of the year 244.09 326.49

Less: Deposits held as Margin Money 41.77 41.77

Cash and cash equivalents as per Cash Flow Statement 202.32 284.72

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

This is the Cash Flow Statement referred to in our Report of even date.


For R.G.N. Price & Co M.A.M.ARUNACHALAMFirm Registration Number - 002785S DirectorChartered Accountants K. VENKATAKRISHNANPartner

C R RAJANDirector

April 20, 2015 DIN:00111933

DIN:00202958

Membership No.208591

Chennai


(` in Lakhs)

NOTE 1 As at March 31, 2015

As at March 31, 2014 CAPITAL

Authorised

Preference Shares

60,00,000 (Previous year - `60,00,000) Redeemable Cumulative Preference Shares of `10 each

600.00 600.00

Equity Shares60,00,000 (Previous Year 60,00,000) Equity Shares of `10 each with voting Rights

600.00 600.00

1,200.00 1,200.00

Issued, Subscribed and Paid Up

12,50,000 (Previous Year 15,00,000) 7% Cumulative Redeemable Preference Shares of `10/- each

125.00 150.00

35,41,461 (Previous Year 35,41,461) Equity Shares of `10 each fully paid with voting rights

354.15 354.15

479.15 504.15

Notes:

Equity Shares

Name of the Shareholder Relationship No. of Shares % of Shareholding

Ambadi Investments Private Limited Holding Company 2356726 66.55

Karthik Investments Trust Ltd - 201600 5.69

Preference Shares

Name of the Shareholder Relationship No. of Shares % of Shareholding

Ambadi Investments Private Limited Holding Company 1250000 100.00

There were no movements in Equity Share capital during the year

The Cumulative redeemable preference shares carry a fixed dividend at the rate of 7% per annum and does not carry any voting right. These shares shall be redeemable at par over a period of 3 years commencing from October 2014

250,000 Preference shares of `10/- each were redeemed at par during the year

NOTES FORMING PART OF ACCOUNTS


(` in Lakhs)


As at March 31, 2014Reserves and Surplus

Capital Reserve 17.02 17.02

Capital Redemption Reserve 84.32 84.32

Securities Premium Account 252.96 252.96

General Reserve 163.26 163.26

Less: Depreciation adjusted in opening retained earnings. (Ref Note 24 (8)

11.55 ...

Adjusted General Reserve 151.71 163.26

Balance in Statement of Profit and Loss

Opening Balance: 1,081.44 1,793.65

Profit/(Loss) carried forward from Statement ofProfit/( Loss)

274.62 (699.92)

Allocations and Appropriations

Less: Proposed Dividend on Preference Share Capital 9.81 10.50

Less: Proposed Dividend on Equity Share Capital 35.41

Less: Dividend Tax 9.22 1.79

Closing Balance 1,301.61 1,081.44

1,807.61 1,599.00

NOTE 3LONG TERM BORROWINGS

As at March 31, 2015


Long Term Borrowings - Secured

(a) Term Loan

From Banks 150.00 183.33

150.00 183.33

Term Loans are secured by hypothecation of machinery and movables assets acquired from Term Loan proceeds and collateral security of exclusive first charges on leasehold rights of land and building and plant and machinery at 702/704 GIDC Palej, Bharuch District.

NOTE 4LONG TERM LIABILITIES



Long Term Liabilities

(a) Others

Security Deposit from Dealers 72.09 73.20

72.09 73.20



NOTE 5LONG TERM PROVISIONS



Long Term Provisions

(a) Provision for Employee benefits

- Gratuity 78.66 68.84

- Leave Encashment 73.07 70.54

151.73 139.38


As at March 31, 2014SHORT TERM BORROWINGS - SECURED

a) Loans repayable on demand from banks

Cash Credit 1360.20 2423.26

Export Packing Credit - 298.64

b) Buyers' Credit 183.67 275.96

c) Loans and Advances from related Parties

d) Deposits

e) Other Loans and Advances

1543.87 2997.86

Short Term Borrowings - Unsecured

(a) Others 1000.00

1000.00

Cash credit from banks is secured by pari passu charge on all the current assets of the Company, both present and future.

NOTE 7TRADE PAYABLE



Acceptances 232.64 163.74

Others 1081.23 712.63

1313.87 876.37

(` in Lakhs)



NOTE 8OTHER CURRENT LIABILITIES



a) Current maturities of long term debt 233.33 240.00

b) Interest accrued but due on borrowings 0.59 0.52

c) Other Payables

Payables on Purchase of Fixed assets 8.81

Advance received from customers 54.25 169.17

Statutory Payables 65.62 62.07

Employee related Payables 25.92 17.48

Expenses Payables 337.13 208.11

Others 94.19 111.33

811.03 817.49

NOTE 9SHORT TERM PROVISIONS



a) Provision for employee benefits 2.34 2.59

b) Others

Provision for proposed Dividends 45.23 36.85

47.57 39.44

(` in Lakhs)



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k in

pro

gres

s0.

59

1426

.25

1376

.45

Inta

ngi

ble

Ass

ets

Com

pute

r So

ftw

are

69.3

011

.13

80.4

354

.44

8.48

62.9

217

.51

14.8

6

Tot

al69

.30

11.1

30.

0080

.43

54.4

48.

480.

0062

.92

17.5

114

.86

Pre

viou

s Ye

ar 5

1.08

1

8.22

-

6

9.30

4

1.29

1

3.15

-

5

4.44

1

4.86

Tot

al 2

,845

.89

313

.15

13.

00

3,1

46.0

4 1

,455

.17

259

.75

12.

64

1,7

02.2

8 1

,443

.76

1,3

90.7

2

Pre

viou

s Ye

ar 7

,325

.38

250

.69

4,7

30.1

8 2

,845

.89

2,6

07.4

3 4

73.1

0 1

,625

.36

1,4

55.1

7 1

,390

.72

* A

n a

mou

nt

of `

11.5

5 la

khs

adju

sted

as

per

prov

isio

ns

of t

he

Com

pan

ies

Act

, 201

3 in

red

efin

ing

the

life

of

cert

ain

ass

ets

NO

TE

S O

N A

CC

OU

NT

S


(` in Lakhs)


As at March 31, 2014NON CURRENT INVESTMENTS

Non - Trade

(a) Investments in Equity Instruments

Cholamandalam DBS Finance Limited

393 (Previous year - 393 ) Equity Shares of ` 10 each 0.30 0.30

Unquoted

Kartik Investments Trust Ltd

32 (Previous year - 19,032) Equity Shares of ` 10 each

Murugappa Management Services Ltd

1,700 (Previous year - 1,700 ) Equity Shares of ` 100 each 1.70 1.70

New India Cooperative Bank Limited

50000 (Previous year - Nil) Equity Shares of ` 10 each 5.00 5.00

(b) Investments in Government or Trust Securities 0.20 0.20

7.20 7.20

Amount of Quoted Investments 0.30 0.30

Market value of Quoted Investments 2.32 1.13

Amount of Unquoted Investments 6.90 6.90


As at March 31, 2014LONG TERM LOANS AND ADVANCES

(i) Secured and considered good - -

(ii) Unsecured and considered good

(a) Capital Advances - 23.89

(b) Security Deposits 73.37 80.58

73.37 104.47

73.37 104.47

Of the above, Amount due by Directors of the CompanyAmount due by Officers of the CompanyAmount due by firms or private companies, in which director of the company is a partner or a director or a member

---

---



(` in Lakhs)


As at March 31, 2014INVENTORIES

Raw Materials

In stock 186.37 132.58

In transit -

Work-in-Progress 172.63 139.01

Finished Goods 715.41 802.75

Stock in Trade

In stock 402.40 246.43

In transit 278.68

Stores and Spares 165.75 171.47

1921.24 1492.24


As at March 31, 2014TRADE RECEIVABLES

Unsecured - Considered good

Debts outstanding for a period exceeding six months 67.36 63.52

Others debts 3,054.30 2,847.19

3,121.66 2,910.71

Unsecured - Considered doubtful

Debts outstanding for a period exceeding six months 79.90 57.06

3,201.56 2,967.77

Less: Provision for doubtful debts 79.90 57.06

3,121.66 2,910.71


As at March 31, 2014CASH AND BANK BALANCES

(i) Cash and Cash Equivalents

Bank Balances 90.53 172.87

Cash on Hand 1.79 1.85

Others - Bank Deposits 110.00 110.00

(ii) Held as Margin Money or Security 41.77 41.77

244.09 326.49



(` in Lakhs)


As at March 31, 2014 SHORT TERM LOANS AND ADVANCES

(i) Secured and considered good

Others

Direct Taxes receivable 275.37 226.73

(ii) Unsecured and considered good

Others

Indirect Taxes receivable 20.81 28.13

Advances to Suppliers 136.34 569.02

Advances to Employees 2.00 8.02

434.52 831.90

(iii) Unsecured and considered DoubtfulAdvances to Suppliers Less: Provision for Doubtful advances

4.244.24

-

Of the above Amount due by Directors of the Company Amount due by Officers of the CompanyAmount due by firms or private companies, in which director ofthe company is a partner or a director or a member

---

---


As at March 31, 2014 OTHER CURRENT ASSETS

Prepaid Insurance 20.87 44.12

Other recoverables 135.21 122.54

Net Assets of the Discontinued operations 24.24

156.08 190.90

NOTE 18For the year

ended March 31,2015

For the year ended

March 31,2014

Revenue from Operations

(a) Sale of Products 12567.54 12681.68

(b) Sale of Services 838.68 836.60

(c) Other Operating Revenues 45.34 44.38

13451.56 13562.66

(d) Less Excise Duty 591.22 559.09

12860.34 13003.57



(` in Lakhs)

NOTE 19 For the year ended March 31,2015

For the year ended March 31,2014COST OF MATERIALS CONSUMED

Raw Materials Consumed

Opening stock 132.58 95.19

Add: Purchases 3,031.14 2,970.16

Conversion charges 85.01 117.00

3,248.73 3,182.35

Less: Closing stock 186.37 132.58

3,062.36 3,049.77

Movement in value of Work-in-progress and Finished goods

Opening stock of

Finished goods 696.64 345.25

Stock in Trade 244.89 626.94

Work-in-progress 139.01 91.83

Excise duty - Finished goods 106.11 58.70

1,186.65 1,122.72

Closing stock of

Finished goods 628.58 696.64

Stock in Trade 676.06 244.89

Work-in-progress 172.63 139.01

Excise duty - Finished goods 86.83 106.11

1,564.10 1,186.65

(Increase) / Decrease (377.45) (63.93)

2,684.91 2,985.84

NOTE 20EMPLOYEE BENEFITS EXPENSES

For the year ended March 31,2015

For the year ended March 31,2014

(i) Salaries, wages and bonus 866.51 774.05

(ii) Contribution to provident and other funds 91.62 65.57

(iii) Expense on employee stock purchase plan - -

(iv) Staff welfare expenses 102.32 100.71

1,060.45 940.33



(` in Lakhs)

NOTE 21 For the year ended

March 31, 2015

For the year ended

March 31, 2014OTHER EXPENSES

Consumption of stores and spare parts 69.40 87.81

Consumption of Packing materials 69.24 114.06

Power and fuel 181.68 160.57

Rent 117.93 108.00

Repairs and Maintenance

- Buildings - 0.25

- Plant and Machinery 67.95 51.62

Insurance 50.53 50.07

Rates and taxes 57.61 56.36

Freight and handling charges 271.03 280.19

Advertisement and sales promotion expenses 125.87 79.93

Commission to selling agents 27.19 29.06

Rebates and discounts 20.47 14.04

Auditors' Remuneration

- Statutory audit 6.00 7.00

- Tax audit 1.00 1.00

- Certification Work 0.22 0.55

- Out of pocket expenses 1.05 2.84

Directors' sitting Fees 3.10 1.11

Directors' Commission 2.80 -

Travelling expenses 222.05 211.48

Telephone and telex expenses 29.55 28.32

Royalty 6.84 8.35

General manufacturing, selling and administration expenses 208.15 237.40

Loss on sale of fixed assets (net) - 3.38

Provision for doubtful debts /advances 27.71 24.91

Professional and consultancy charges 248.36 221.29

1,815.73 1,779.59

Less : Selling and administration expenses recovered from other companies. 2.16 2.08

1,813.57 1,777.51



(` in Lakhs)

NOTE 22 For the year ended

March 31,2015

For the year ended

March 31,2014FINANCE COST

(a) Interest expense 338.41 298.32

(b) Other borrowing Cost - -

(c) Net Gain/Loss on Foreign Currency transactions and translation 9.92 4.40

348.33 302.72

NOTE 23OTHER INCOME

For the year ended

March 31,2015

For the year ended

March 31,2014

(a) Interest Income 26.31 7.39

(b) Dividend Income 0.56 0.51

(c) Net Gain on sale of Investments - 2.09

Other non operating Income (net of expenses directly attributable to such income)

(d) Profit on sale of Fixed Assets - 10.19

Provision for Doubtful debts recovered 0.63 -

Provision no longer required 17.00 14.26

Others 1.29 30.43

45.79 64.87


NOTE 24

NOTES ON ACCOUNTS

1. Corporate Information

Parry Enterprises India Limited (PEIL) was incorporated in the year 1990. The company is engaged in the manufacture of Polymer meshes; Trading of food ingredients; packaged drinking water and acts as Air travel agency. The company’s registered office is located at Chennai.

2. 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 (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act, 2013 (the 2013 act) as applicable. The financial statements have been prepared on accrual basis under historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year except for change in accounting policy for depreciation.

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 management’s evaluation of the relevant facts and circumstances as of the date of the financial statements. The actual results could differ from these estimates.

Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. Cost includes related taxes, duties,

freight, and installation, insurance, allocated incidental expenditures during construction and is net of Cenvat / vAT credits taken wherever applicable.

Machinery Spares

Initial spares purchased along with fixed assets are capitalised and depreciated along with the asset. Machinery spares purchased subsequent to the commissioning of the fixed assets which can be used only in connection with an item of fixed asset and whose usage is expected to be irregular are depreciated over the useful life of spare but not exceeding the useful life of the original asset.

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 II of the Companies Act, 2013, except in the case of the Plant & Machinery, depreciation is based on management’s assessment of the estimated useful life of the assets, between 3 and 20 years.

Leasehold assets are depreciated over the lease period.

Intangible assets in the nature of business application software are amortised over a period of three years.

Impairment of Assets

At each balance sheet date, the Management reviews the carrying amounts of assets to determine whether there is any indication that those assets were impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss. Recoverable amount is the higher of an asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows expected from the continuing use of the asset and from its disposal are discounted to their present value using a pre-tax discount rate that reflects the current market assessments of time value of money and the risks specific to the asset.

NOTES ON ACCOUNTS


Borrowing Costs

Borrowing costs attributable to acquisition of a qualifying asset is capitalized as part of those assets. Other borrowing costs are expensed in the year in which they are incurred.

Operating Lease

Rentals are expensed with reference to lease terms and other considerations

Investments

Investments are classified into current and non-current investments. Current investments are stated at the lower of cost and fair value. Non-current investments are stated at cost. A provision for diminution is made to recognize a decline, other than temporary, in the value of long-term investments.

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. Purchased goods in transit are carried at cost.

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.

Turnover

Turnover comprises of sale of extruder polymer, knitted fabrics products, and traded goods, manufactured in Tuflex Division and sale of traded goods and manufacture of packaging water in General Marketing Division.

Service income comprises of net commission earned in the capacity of Consignee/commission agent in the General Marketing Division.

In case of Travels Division, service income comprises of travellers cheque commission and margins earned on foreign exchange transactions in the normal course of business as authorized dealers, net commission earned on travel management, service agency charges including profit or loss in respect of tour and card product activities. In line with established international practice, the income arising from buying and selling of foreign currencies is included on the basis of margins achieved.

Revenue Recognition

i. Sales are recognized on dispatch of goods and include excise duty recovered, wherever applicable, and are net of trade discounts and sales returns.

ii. Dividend income is accounted in the year in which the right to receive the dividend is established.

iii. Income from agency/ services is accrued on the basis of invoice received from the overseas principals.

iv. Income from services rendered as agents is recognized on receipt of intimation from Principals.

v. Commissions on tickets and services charges from customers are recognized on issue of the tickets. Incentive from airlines is estimated and accounted on the basis of tickets issued to the sectors travelled.

vi. Revenue on holiday packages is recognized on proportionate basis considering the actual number of days completed as at the year end to the total number of days for each tour, where applicable.

vii. Insurance claims are accounted for on the basis of claims admitted and to the extent that there is no uncertainty in receiving the claims.

Employee Benefits

i. Short Term

Short term employee benefits are recognised as an expense as per the Company’s scheme based on expected obligations.

NOTES ON ACCOUNTS


ii. Post Retirement

Post retirement benefits comprise of provident fund, superannuation and gratuity which are accounted as follows:

a) Provident fund

This is a defined contribution plan. Contributions are remitted to provident fund authorities in accordance with the relevant statute and are charged to profit and loss account as and when due.

b) Superannuation

This is a defined contribution plan. The Company makes contribution as per the scheme to superannuation fund administered by Life Insurance Corporation of India. The Company has no further obligation of future superannuation benefits other than its annual contributions and recognises such contributions as expense as and when due.

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.

iii. Long term

Long term employee benefits represent compensated absence (Leave encashment) which is provided based on actuarial valuation using projected unit credit method.

Foreign Currency Transactions

All foreign currency transactions are recorded at the rates prevailing on the date of the transaction. At the year-end, all foreign currency assets and liabilities are restated at the closing exchange rates.

In case of foreign exchange business in the capacity as authorized dealers, all the monetary item denominated in foreign currency are valued at the closing spot rate as at the year end and the exchange variation arising out of settlement/conversion of these assets are recognized in the profit and loss account.

Exchange differences arising out of actual purchase/ sale of assets/liabilities denominated in foreign currencies and those arising out of restatement referred to above are recognised as income or expense in the profit and loss account.

Foreign currency assets and liabilities covered by forward contracts are stated at contracted rates. Premium or discount on forward exchange contracts taken against committed transactions are amortized and recognized in the profit and loss account over the period of contract.

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 incomes 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.

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.

NOTES ON ACCOUNTS


(` in Lakhs)

2014 - 2015 2013 - 2014

3 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) NIL 192.05

4 Contingent Liabilities

Claims against the company not acknowledged as debts - Disputed Sales Tax 14.98 14.98

5 Other Financial Information

a) Letter of Credits 280.55 290.36

6 Earnings in Foreign Currency

FOB value of exports 415.50 1051.45

Commission and Service Income -- 17.61

Total 415.50 1069.06

7 Expenditure in foreign currency

Travel 10.43 10.82

Others 0.20 0.16

Total 10.63 10.98

8 Value of imports in CIF Basis

Finished Goods Spares and Components 1274.70 1126.27

Raw Materials 717.09 290.60

Capital Goods 216.41 54.45

9 During the year, the Company has revised depreciation rate on certain tangible fixed assets as per the useful life prescribed in Schedule II of the Companies Act 2013. Due to this, depreciation charged for the year is higher by `5.66 Lakhs and further based on transitional provision provided in Note 7(b) of Schedule II, an amount of `11.55 lakhs has been adjusted in the retained earnings.

10 The Company has not received any memorandum (as required to be filed by the Suppliers with the notified authority under Micro, Small and Medium Enterprises Development Act, 2006) claiming their status as micro or small enterprises and consequently the amount paid/payable to these parties has been considered as nil.

Particulars 2014 - 2015 2013 - 2014

11. Analysis of Raw Materials and Components consumed:

QuantityMT

` LakhsQuantity

MT` Lakhs

High Density Polythene

Low density Polythene 1843.90 1875.93 2528.14 2500.61

Others 1186.43 549.16

Total 3062.36 3049.77

12. Value of Raw Materials, Components and Stores Consumed:

2014 - 15 ` Lakhs

%2013 - 14 ` Lakhs

%

(a) Raw Materials

Indigenous 2492.28 81 2724.44 89

Imported 570.08 19 325.33 11

Total 3062.36 100 3049.77 100

(b) Stores & Spares:

Indigenous 59.08 85 74.52 85

Imported 10.30 15 13.29 15

Total 69.38 100 87.81 100

NOTES ON ACCOUNTS


13

. Seg

men

t Rep

orti

ng

P

rim

ary

Seg

men

t

The

com

pany

rec

ogni

zes

as it

s pr

imar

y bu

sine

ss s

egm

ent m

anuf

actu

re a

nd s

ale

of E

xtru

ded

Poly

mer

Mes

hes

and

Kni

tted

Fab

rics

, Gen

eral

Mar

ketin

g di

visi

on a

nd T

rave

l

D

ivis

ion

(` in

Lak

hs)

Par

ticu

lars

Pol

ynet

Gen

eral

Mar

keti

ng

Tra

vels

Cor

pora

teT

otal

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

2014

-15

2013

-14

Segm

ent

Rev

enue

Sale

of P

rodu

cts

(Net

of E

xcis

e)54

22.4

9 49

08.3

0 65

53.8

3 72

14.2

9 11

976.

32

1212

2.59

Sale

s of

Ser

vice

s 34

6.93

38

6.52

49

1.75

45

0.08

83

8.68

83

6.60

Oth

er O

pera

ting

Rev

enue

s32

.59

40.5

1 12

.75

3.87

45

.34

44.3

8

Tot

al R

even

ue54

55.0

8 49

48.8

1 69

13.5

1 76

04.6

8 49

1.75

45

0.08

-

- 12

860.

34

1300

3.57

Segm

ent

Res

ults

Ope

ratin

g Pr

ofit/

(Los

s)18

3.36

18

1.03

18

8.76

17

0.23

18

1.32

19

6.13

55

3.44

54

7.39

Prof

it on

sal

e of

Inve

stm

ents

-2.

09

- 2.

09

Div

iden

d In

com

e0.

56

0.51

0.

56

0.51

Sund

ry In

com

e34

.40

1.39

34

.40

1.39

Una

lloca

ted

corp

orat

e ex

pens

es31

3.78

29

4.35

(3

13.7

8)(2

94.3

5)

Pro

fit

befo

re T

ax18

3.36

18

1.03

18

8.76

17

0.23

18

1.32

19

6.13

(2

78.8

2)(2

90.3

6)27

4.62

25

7.03

Prov

isio

n fo

r Ta

x-

37.0

0

Pro

fit

afte

r T

ax27

4.62

22

0.03

Oth

er I

nfo

rmat

ion

Segm

ent A

sset

s38

56.1

5 38

53.2

9 23

16.5

5 22

66.8

0 86

7.25

80

7.90

70

39.9

5 69

27.9

9

Una

lloca

ted

Cor

pora

te A

sset

s36

6.18

32

7.23

36

6.18

32

7.23

Tot

al A

sset

s38

56.1

5 38

53.2

9 23

16.5

5 22

66.8

0 86

7.25

80

7.90

36

6.18

32

7.23

74

06.1

3 72

55.2

2

Segm

enta

l Lia

bilit

ies

3856

.15

3853

.29

2316

.55

2266

.80

867.

25

600.

83

7039

.95

6720

.92

Una

lloca

ted

Cor

pora

te L

iabi

litie

s36

6.18

32

7.23

36

6.18

32

7.23

Tot

al L

iabi

liti

es38

56.1

5 38

53.2

9 23

16.5

5 22

66.8

0 86

7.25

60

0.83

36

6.18

32

7.23

74

06.1

3 70

48.1

5

Cap

ital E

xpen

ditu

re28

4.06

99

.30

7.27

12

5.95

10

.71

1.90

11

.11

5.32

31

3.15

23

2.47

Dep

reci

atio

n an

d am

ortis

atio

n al

loca

ted

191.

62

216.

75

43.3

3 28

.47

3.20

2.

00

10.0

6 14

.95

248.

21

262.

17

NO

TE

S O

N A

CC

OU

NT

S


14. Disclosure in respect of AS 15 (Revised) “Employee Benefits”a) Defined benefit plan – Gratuity

(` in Lakhs)

(i) 2014 - 2015 2013 - 2014

Present value of obligation at the beginning of the year 81.52 69.46

Interest cost 6.52 5.56

Current service cost 6.74 6.84

Benefits paid (10.06) (3.08)

Actuarial (gain) / loss on obligation 18.29 2.74

Present value of obligation as at the end of the year 103.00 81.52

(ii)

Fair value of plan assets at the beginning of the year 14.33 5.72

Expected return on plan assets 1.55 1.02

Contributions 10.00 10.67

Benefits paid (10.06) (3.08)

Actuarial gain / (loss) on plan assets - -

Fair value of plan assets at the end of the year 15.82 14.33

(iii) Amount recognized in the Balance Sheet

Present value of obligation as at the end of the year 103.00 81.52

Fair value of plan assets at the end of the year 15.82 14.33

Funded status of the plan (asset) / liability (87.18) (67.19)

iv) Amount recognized in the statement of Profit and Loss account

Current service cost 6.74 6.84

Interest cost 6.52 5.56

Expected return on plan assets (1.55) (1.02)

Net actuarial (gain) / loss recognized in the year 18.29 2.74

Net Cost recognized in the profit and loss account 30.00 14.12

(v) Principal Actuarial Assumptions

Discount rate 8% 8%

Salary escalation 5% 5%

Expected return on plan assets 8% 8%

Attrition rate 1-3% 1-3%

(b) Long term benefit – Compensated absence

Discount rate 8% 8%

Salary escalation 5% 5%

Attrition rate 1-3% 1-3%

NOTES ON ACCOUNTS


15. Related Party Disclosures

a) a) List of Related Parties where control exists

Holding Company - Ambadi Investments Private Ltd Fellow Subsidiary - Parry Agro Industries Limited Murugappa Holdings Limited b) Key Management Personnel

Mr.M.A.M.Arunachalam, Managing Director (part of the year)

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 (` in Lakhs)

Particulars Fellow Subsidiary Company – PAIL Holding Company – AIPL

Sale of Goods4.56 --

(2.15) (--)

Sale of Services 25.20 --

(56.12) (--)

Income on the above1.23 --

(6.30) (--)

Preference Dividend-- 10.50

(10.50)

Redemption of Preference shares -- 25.00

(Nil)

Debit balance as at 31st March 20151.56 --

(1.66) (--)

NOTES ON ACCOUNTS


2014 - 2015 2013 - 2014

16 Earnings per share (including exceptional Items)

Profit after tax as per Profit and Loss Account (A) (` Lakhs) 274.64 (699.93)

Weighted Average Number of shares Outstanding during the year (B) 35,41,461 35,41,461

Earnings per share (A/B) – ` 7.75 (19.76)

17 The break-up of net deferred tax liability is as under

Difference between book depreciation and tax depreciation 73.77 73.70

43B Disallowances (4.87) (19.40)

Provision for doubtful debts (20.71) (28.01)

Others (23.19) (1.29)

Net Deferred Tax liability As a matter of prudence, the deferred tax (net) asset has not been considered for the year.

25.00 25.00

18. Discontinued Operation: During the previous year, the Company has discontinued its Flexible packaging unit, Palej, by way of Slump sale. The results of the discontinued business during the previous year were as under (` in Lakhs)

ParticularFor the period ended

25th October 2013

Revenue from Operations 277.26

Less: Excise Duty 30.79

246.47

Other Income 17.08

Total Revenue 263.55

Cost of Materials consumed 153.93

Purchase of Stock – in – Trade --

Changes in inventories of Finished goods, and Work in progress 20.01

Employee benefit expenses 88.65

Finance cost 224.19

Depreciation and amortization expenses 214.17

Other Expenses 178.98

Total Expenses 879.93

NOTES ON ACCOUNTS

(` in Lakhs)


ParticularFor the period ended

25th October 2013

Profit / (Loss) before tax (616.38)

Loss on account of the sale of the unit (682.58)

Tax Expense

Current Tax 111.00

Deferred Tax (453.00)

Profit after tax (956.96)

Net Cash flow attributable to Discontinued business

Cash flow from operating activities (A)

Net Profit before Tax (1298.96)

Adjustments 1077.66

Increase/(Decrease) in working capital (835.79)

Net Cash flow from operating activities (A) (1057.10)

Cash flow from investing activities (B) 2502.02

Cash flow from Financing activities ( C ) (1596.12)

Increase in Cash and Cash equivalents (A+B+C) (151.20)

The net deficit in cash flows was funded through internal accruals from other business units.

19. Previous year’s figures have been regrouped / reclassified where necessary.

On Behalf of the Board M.A.M.ARUNACHALAM

Director

C.R.RAJANPlace : Chennai Director

(` in Lakhs)

NOTES ON ACCOUNTS

DIN:00111933

DIN:00202958

Date: April 20, 2015


PEIL FACTORY & BRANCH LOCATIONS

WEST BENGALParry Enterprises India Limited16/1 Prince Anwar Shah RoadP S Charu Market, Kolkatta 700 033Tel: 033 40030678

HARYANAParry Enterprises India LimitedNo.554, Udyog vihar, Phase v Gurgaon , Haryana - 122 016Mobile : 98104 00260

DELHIParry Enterprises India Limited70/A-18, Ground FloorRama Road, New Delhi - 110 015Tel : 011 - 45037886Tel Fax : 011 - 42455185

MAHARASTRAParry Enterprises India LimitedNo.102, vardhman Complex,Near Telephone Exchange,LBS Marg, vikhroli (West), Mumbai - 400 083 Tele Fax: 022 6725 2030

TELANGANAParry Enterprises India Ltd.,4-6-32/93A, No.6 Baba Nagar,IDA Nacharam, Hyderabad - 500 079Tel : 040-27177410, Tele fax : 040 65586709

Parry Enterprises India Ltd.,Coromandel House1-2-10 Sardar Patel RoadSecunderabad 500 003Tel No. 040 6631 2044 / 2777 7786

TAMIL NADUParry Enterprises India Ltd.,No 2/562, (Old No 3/204A)Manappakkam Road, ManapakkamChennai - 600 116Tel: 044 22523620/044 22520222 Fax:044 22523631

Parry Enterprises India Ltd.,No.2, 3rd Street,vOC Nagar, Annanagar East,Chennai - 600 102.

KERALAParry Enterprises India Ltd.,Indira Gandhi Road, Wellington Island,Cochin - 682 003.Tel : 0484 2666079 Fax :0484 2667620

KARNATAKAParry Enterprises India Ltd.,272 / 1, Albert victor Road, ChamarajpetBenguluru - 560 018Tel : 080 26801015 Fax : 080 26801016

Parry Enterprises India Ltd.,13/15 Marappan Palya (Near Ulhas Theatre)Yeshwanthpur, Benguluru - 560 022Tel: 080 32952751

Parry Enterprises India Ltd.,702-704, GIDC Estate Palej, Bharuch - 392 220Gujarat , Tel No. 02642 - 277663 / 277664Fax No. 02642 - 277014

MANUFACTURING FACILITIES

BRANCH OFFICES

Parry Enterprises India Ltd,No.123 Kayaar Garden,Siru Mathur village, Padappai Chennai 601301.Ph : 6713 1300 Mob : 99410 26352

PARRY ENTERPRISES INDIA LIMITEDRegd. Office: Dare House, 234 NSC Bose Road, Chennai 600 001.

CIN: U29142TN1990PLC020023 Phone: 91 44 25306789 Fax: 91 44 2534 2378Email: [email protected] Website: www.peil.in

ATTENDANCE SLIP

1. Name: 2. Joint Holder(s):

3. Address:

4. Email ID: 5. FOLIO/DP ID./client ID:

I/We hereby certify that I/We am/are registered Member/Proxy for the registered member of the Company and hereby record my/our presence at the 24th Annual General Meeting of the Company held on Friday, the 24th July 2015 at 5 p.m at “Rectangular Hall”, Dare House, 2 NSC Bose Road, Chennai 600001 or any adjournment thereof in respect of such resolutions as mentioned in the notice.

Name of the Registered Holder/Proxy (IN BLOCK LETTERS) Signature of the Registered Holder/ProxyNote: Members/Proxies to Members are requested to sign and handover this slip at the entrance of the venue of the Meeting.

PARRY ENTERPRISES INDIA LIMITEDRegd. Office: Dare House, 234 NSC Bose Road, Chennai 600 001.

CIN: U29142TN1990PLC020023 Phone: 91 44 25306789 Fax: 91 44 2534 2378Email: [email protected] Website: www.peil.in

FORM No.MGT-11PROXY FORM

(Pursuant to section 105(6) of the Companies Act 2013 and rule 19(3) of the Companies (Management and Administration) Rules 2014)

1. Name: 2. Joint Holder(s):

3. Address:

4. Email ID: 5. FOLIO/DP ID./client ID:

I/We, being the member(s) of ………………………….Shares ………………….hereby appoint1.Name:…………………………………………………Address:………………………………………………………E-mail ID: …………………………………………… Signature: …………………………or failing him

2.Name:…………………………………………………Address:………………………………………………………E-mail ID: ………………………………………… Signature: …………………………or failing him

3.Name:…………………………………………………Address:……………………………………………………… E-mail ID: …………………………………………Signature: ……………………………………...........…………….

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th Annual General Meeting of the Company held on Friday, the 24th July 2015 at 5 p.m at “Rectangular Hall”, Dare House, 2 NSC Bose Road, Chennai 600 001 or at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No. 1 :……………2 :…………3: …………………4:………………5 :…………...6:.………....…….

Signed this…………….......…day of ……………… 2015 Signature of Shareholder:……….……………………….. Signature of Proxy holder(s): ………………………........

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

AFFIX `1/-

REVENUE

STAMP

Concept & DesignHASTRA

[email protected]

PARRY ENTERPRISES INDIA LIMITED‘Dare House’ No.234, NSC Bose Road, Chennai - 600 001

Tel: +9144 25306789 / 25306323 Fax: +91 44 25342378

PARRY ENTERPRISES INDIA LIMITED‘Dare House’ No.234, NSC Bose Road, Chennai - 600 001

Tel: +9144 25306789 / 25306323 Fax: +91 44 25342378

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