peil annual report 201011

1Annual Report 2010 - 2011

Corporate information

Board of DirectorsM.M.Venkatachalam - Chairman

M A M Arunachalam - Managing Director

C R Rajan

K E Ranganathan

Sridhar Ganesh

H R Srinivasan

Registered Office “Dare House”

No.2 N.S.C Bose Road

Chennai – 600 001

AuditorsR.G.N. Price & Co.

Chartered Accountants

Chennai

BankersState Bank of India

Yes Bank Limited

Induslnd Bank

2 Parry Enterprises India Limited

(rs. in lakhs)

Year Ended 31st March

Operating Results 2005 2006 2007 2008 2009 2010 2011

Net Sales 1369 1879 2524 3765 5190 9619 12576

Other Income 606 510 574 549 4186 880 795

Profit before Depreciation, Interest and Tax 597 473 305 395 3802 733 729

Profit before Tax 491 252 100 141 3233 127 37

Profit after Tax 353 154 66 87 2162 107 27

SOURCES OF FUNDS

Paid up Share Capital 253 253 253 504 504 504 504

Reserves 767 920 986 1309 3459 3553 3568

Loan Funds 1250 676 971 2010 2126 2884 4324

Net Deferred Tax Liability 30 95 93 84 376 410 420

Total 2030 1944 2303 3907 6465 7351 8816

Application of Funds

Fixed Assets 1262 1215 1292 3130 4565 4298 4589

Pre Operative Expenditure 135

Investments 409 9 9 9 1030 609 9

Net Current Assets 629 720 1002 633 870 2444 4218

Total 2300 1944 2303 3907 6465 7351 8816

finanCial HigHligHts


mr.m m Venkatachalam, Non Executive Chairman

Mr.M M Venkatachalam is a graduate in Agriculture and is a MBA from George Washington University, USA. He joined the Board in 2004. and presently the chairman of the Board of Directors of the Company. He is also on the Board of Various companies including Coromandel International Limited, Ramco Systems Limited, Parry Agro Industries Limited, Coromandel Engineering Company Limited, Parry Murray & Co, Pollutech Ltd, and Parry Estates Limited.

mr. m a m arunachalam, Managing Director

Mr. M A M Arunachalam is an MBA graduate from the University of Chicago. An Alumni of Doon School, Dehradun, he also has a B.Com degree from Loyola College, Chennai. He joined the Board in January 2008. He is on the Board of various companies including Coromadel Engineering Company Limited and New Ambadi Estates Private Limited.

mr. C r rajan, Non Executive Director

Mr. C R Rajan is a graduate of Delhi University and an MBA from FMS Delhi University. He joined the board in 2005. He retired in December 2009, from the services of Murugappa Group as the President –Strategy and Ombudsman of the Murugappa group. He is an Adjunct Faculty of IFMR and LIBA and has conducted sessions at ISB. He is also in the Regional Council of CII, Southern Region, Executive Member SICCI and has served on various national level working groups on WTO.

mr. K e ranganathan, Non Executive Director

Mr. K E Ranganathan is a Graduate in Commerce from Madras University and an Associate member of

Institute of Chartered Accountants of India (ICAI) and an Associate member of Institute of Company Secretaries of India (ICSI). He was awarded the prestigious US-Fulbright Scholarship during the year 2000. He has been with Murugappa Group since the year 1994 and has held various senior level positions. He is the Managing Director of Parry Infrastructure Company Private Limited and also in the board of Parry Agro Industries Limited, Coromandel Engineering Limited and Parry Estates Limited.

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 took up the current role as Director HR with the Murugappa Group in February 2007. He is a member of the Advisory Council of Loyola Institute of Business Administration (LIBA) and the CII National Committee on Skills & Human Resources. He is also the Chairperson of the CII Southern Region Task Force on HR, Skills, Employability, Affirmative Action & ITI-IMC.

mr. 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).

DireCtors – a Brief profile


notiCe of tHe tWentietH annUal general meeting

orDinarY BUsiness: 1. To receive, consider and adopt the Director’s Report,

the Audited Profit & Loss Account for the financial year ended 31st March 2011, the Balance Sheet as at the date and the report of the Auditors thereon.

2. To declare a preference dividend.

3. To appoint a Director in the place of Mr. C R Rajan, who retires by rotation and being eligible, offers himself for reappointment.

4. To appoint a Director in the place of Mr. K E Ranganathan, who retires by rotation and being eligible, offers himself for reappointment.

5. To appoint Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and fix their remuneration. 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 Messrs. R.G.N Price, & Co., Chartered Accountants, Chennai bearing Registration No.002785S be and are hereby reappointed as Auditors of the Company to hold office from the conclusion of 20th Annual General Meeting till the conclusion of the 21st Annual General Meeting on a remuneration of Rs.6 Lakhs (Rupees Six 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 an Ordinary Resolution.

resolVeD tHat subject to the provisions of Section 198, 269, 309 and 310 and other applicable provisions, if any, read with Schedule XIII of the Companies Act, 1956 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. M. A. M. Arunachalam be and is hereby re-appointed as the Managing Director of the Company for a further period of three years with effect from 18th January 2011 without any remuneration from the Company.

resolVeD fUrtHer tHat the Board of Directors or any Committee thereof be and is hereby authorised to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, desirable, expedient, usual or proper for the purpose of giving effect to the above resolution.

for & on behalf of the Board Chennai m.m.VenkatachalamApril 19, 2011 Chairman

notes:

1. a memBer entitleD to attenD anD Vote maY appoint one or more proXies to attenD anD Vote on poll insteaD of Him/Her. a proXY neeD not Be a memBer of tHe CompanY. tHe proXY to Be ValiD sHall Be DepositeD at tHe registereD offiCe of tHe CompanY not later tHan fortY-eigHt HoUrs Before tHe time for HolDing tHe meeting.

2. Members are requested to intimate any change in their address, if any, immediately to the Company at its Registered Office quoting their folio number.

3. The Explanatory Statement as required under Section 173(2) of the Companies Act, 1956 is annexed herewith.

notiCe is hereby given that the twentieth annual general meeting of parrY enterprises inDia limiteD, will be held on Wednesday, the 29th June, 2011 at 4.00 p.m. at “rectangular Hall”, Dare House, new no.2, old no.234, nsC Bose road, Chennai – 600001, to transact the following business:


anneXUre to tHe notiCe

explanatory statement pursuant to section 173(2) of the Companies act, 1956

item no. 5

At the 17th Annual General Meeting of the Company held on 18th July 2008 Mr.M.A.M.Arunachalam was appointed as the Managing Director of the Company for a period of 3 years with effect from 18th January 2008 without any remuneration. His term of office as the Managing Director of the Company was due to expire on 17th January 2011.

Accordingly, the Board of Directors passed a resolution by circulation on 17th January 2011 for re-appointment of Mr. M. A. M. Arunachalam as the Managing Director of the Company for a further period of three years with effect from 18th January 2011 without any remuneration subject to the approval of the members of the Company.

In terms of Schedule XIII of the Companies Act, 1956 the aforesaid appointment requires approval of the shareholders in a general meeting by way of Ordinary Resolution.

Accordingly, the Board recommends the Ordinary Resolution as set out under Item No.5 of the notice for your approval.

None of the Directors except Mr. M. A. M. Arunachalam and Mr. M. M. Venkatachalam, his relative, is concerned or interested in the Resolution.

for & on behalf of the Board

Chennai m.m.VenkatachalamApril 19, 2011 Chairman


DireCtors’ report

The Directors have pleasure in presenting the 20th Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

The performance highlights of the Company for the year are summarised below:(rs. in lakhs)

financial results 2010-11 2009-10Sales & Other Income 13370 10499

Operating Profit before Interest & Depreciation 729 733

Less: Depreciation 409 337

Less: Interest 283 269

profit before tax 37 127

Less: Provision for Tax (including Deferred Tax) 10 20

profit after tax 27 107

Add: Surplus brought forward 3035 2941

Amount available for appropriation 3062 3048

Proposed Dividend on

Preference Capital 11 11

Dividend Tax 2 2

Surplus carried to Balance Sheet 3049 3035

PERFORMANCE

The gross sales and other income for the year under review were Rs.133.70 crores as against Rs.104.99 Crores for the previous year, registering an increase of 27%. The profit before Interest and tax was Rs. 3.20 Crores for the financial year as against Rs.3.96 Crores for the previous year.

DIVIDEND

Yours Directors recommend a preference dividend of 7% (i.e. Re.0.70 per preference share of Rs.10/- each).

TUFLEX DIVISION

During the year division has registered a turnover of Rs.60.39 crores as against 54.63 crores during the previous year.

The Polynet business continued to grow at a steady rate through the year. The investment for expansion of the Knitted Line capacity has been completed and commissioned during early April 2011. Major institutional supplies, government orders and increase in the distribution network contributed to the growth

of the unit. Capacity expansion is expected to reflect in higher growth.

During the year, there was an enhanced focus on laminate business development in beverages, edible oil and personal care. More product offerings and addition to customer base contributed to volume growth. Tuflex India also received a “Certificate of Appreciation” from Pepsico Holdings for “performance and excellence” as “Packaging Material (Label) Supplier”.

GENERAL MARKETING DIVISION

New product offerings, operations in new markets and additions to customer base, contributed to the growth in sales of Rs.65.37 crores as against Rs.41.55 crores for the year 2009-10.

The division has performed consistently over the years through addition of new products, focus on institutional business and greater market penetration by leveraging on the Parry brand in the retail space. During the year, a plant for retail packaged water was set up and a foray into the edible oil business was also made.


TRAVELS DIVISION

The performance of the division continues to be good and encouraging. Value added services – Forex, Group Tours, Car hire, etc, has contributed to a 40% increase in the gross income.

INFORMATION TECHNOLOGY

During the year, the company has implemented SAP, an Enterprises Resources Planning Software, across the company, covering Finance, Materials, Production, Maintenance, Selling and Distribution. Availability of on line information will help the businesses for better decision making, cost reduction and operational efficiency.

DIRECTORS

Mr. M A M Arunachalam, Managing Director was re appointed as Managing Director with effect from 18th January 2011 for a further period of 3 years, without any remuneration.

Mr. C R Rajan and Mr.K E Rangaanthan, Directors of the company, retire by rotation in terms of Articles 109(b) of the Articles of Association of the Company and eligible for reappointment.

DIRECTORS’ RESPONSIBILITY

STATEMENT

Pursuant to Section 217(2AA) of the Companies (Amendment) Act, 2000, the Directors report that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed;

ii. appropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended 31st March, 2011.

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

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

AUDITORS

The Auditors of the Company M/s. R.G.N. Price & Co., Chartered Accountants, Chennai, retiring at the conclusion of the ensuing Annual General Meeting are eligible for reappointment.

PARTICULARS OF EMPLOYEES

There were no employees covered under the provisions of section 217 (2A) of the Companies Act read with Companies (Particulars of Employees) Rules, 1975 as amended vide Notification No G.S.R 289(E) dated 31st March 2011.

FOREIGN EXCHANGE EARNINGS &

OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 particulars relating to Foreign Exchange Earnings and outgo during the year under review are as below:

i. Foreign Exchange Earnings:

sl. no.

particulars2010-11

Rs. Lakhs2009-10

Rs. Lakhs

a.FOB Value of Exports

15.02 10.66

b.C o m m i s s i o n and Services

83.46 190.44




ii. Foreign Exchange Outgo:

sl. no.

particulars2010-11

Rs. Lakhs2009-10

Rs. Lakhs

a. Travel 3.00 10.57

b. Subscriptions -- 0.05

c. Others 0.09 0.11

CONSERVATION OF ENERGY

AND TECHNOLOGY ABSORPTION,

ADAPTATION AND INNOVATION

During the year under review, there are no

particulars relating to conservation of energy

and technology absorption, adaptation and

innovation as required to be disclosed under the

above mentioned Rules.

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.


COMPANY PROFILE:

Parry Enterprises India (PEIL) is engaged in the business of Manufacture of Polymer nets and Knitted Fabrics; Manufacture of Flexible packaging; Trading of Food intermediary products; Consignment agents and Air Travel agency business.

PEIL is a constituent of the Murugappa Group and is a subsidiary of M/s. New Ambadi Estates Private Limited, which holds 66.55% of the equity share capital of the Company.

1. Polymer Meshes

Industry Scenario

The growth of the industry is at the average rate of 10% per annum, but it largely depends on the overall growth of the economy, industrial growth and development of new applications.

The business comprises of Extruded Nets and Knitted Fabrics. The major applications for extruded nets are Mosquitto Proofing, Packaging, Geosynthetics, Garden and Institutional applications. The target segment for Knitted Fabrics are Floriculturists in Corporate Sectors, Government sectors, Small scale nurseries and horticulturists, Grape farmers, Resorts, shops and showrooms.

Due to superior quality of our products, nationwide distribution network, continuous innovation by developing new products at competitive prices, we continue to remain ahead of competition thereby helping us to sustain growth momentum.

2. Flexible Packaging:

Industry Scenario

Flexible packaging constitutes 33% of the Indian packaging industry which is at Rs.40000 cr with a 15% growth per annum. Fast Moving FMCG sector, Organized Retail, growth of food industry, convenience,

healthy and packaged foods are industry drivers. As the Flexible packaging is the most convenient, cost effective, elegant and visible method of packaging, it is the most preferred option for all FMCG industries such as Diary, Oil, Healthcare, Food, Pharma, Pesticides, Cosmetics, Beverages, etc.

The company entered into the manufacture of Flexible packaging laminates in September’08. The Flexible packaging uses single or multilayer polymer substrate directly or in conjunction with other material, usually laminated using adhesives. In the span of 2 years, we are able to establish ourselves as a quality product manufacturer and supplier. We are now in the approved vendor list of reputed Indian and Multinational companies for supply of laminates. Innovation, Integration, Product Quality and Capacity are the growth drivers for the Industry.

3. General Marketing Division:

The General Marketing Division deals in trading of Food intermediary products, like Cocoa Products, Diary Ingredients, etc, Edible Oil and Packaged drinking water, bulk and retail.

Industry Scenario

acetic acid: The demand for current year is estimated at 4 LMT out of which 3.60 LMT is produced in the country. The key industries which consume Acetic acid are manufacturers of PTA, VAM, Acetic Anhydride and Organic esters, based at West and Northern India. The demand in South is driven by Textile and Pharmaceutical sectors.

Citric acid: Citric Acid is extensively used as acid regulator in preparation of Beverage, Fruit processing, Snack seasoning etc. The country is entirely dependent on imports to meet its requirements. The demand is grown by over 15%, as the Beverage, Fruit pulp and Snack food Industries have done well during the year. The price of Citric has been stable thorough out the year, but the price has increased by 20% towards the year end due to increase in the price of raw material.

management DisCUssion anD analYsis report 2010 - 11


Cocoa products: The Biscuits, Diary, Health Drinks, Industrial Chocolates and Confectionery are major industries, which drives demand for Cocoa products. Due to continued shortage of the cocoa crop in the key growing regions of Africa, the prices have shot up from 3750 USD to over 5000 in the current year. Demand from mature markets such as Europe and USA for cocoa butter remains weak thus affecting the ratios for powder. On the contrary, the demand for Cocoa powder remains very strong especially in Asian markets widening the price disparity between butter and powder and the trend will continue in the near term .

Diary ingredients: A key raw material in the manufacture of products such as Ice cream, Health drinks, Milk reconstitution, Confectionery and Indian sweets. North India is a major producing centre for Dairy ingredients such as Skimmed milk powder, Casein and whey powder.

India is facing an acute shortage of milk due to steep drop in milk output and the procurement price of milk has risen by over 15%. Currently there is a shortage of Milk powder despite being in the flush season hence prices remain very high and customers are finding it difficult to meet their needs.

packaged Drinking Water: The current market size of bulk packaged drinking water is around 5.5 million liter per day in Tamil Nadu. The national players enjoy a market share of 8% with the local companies the balance share. In the past due to low entry barriers many companies had set up factories, but in recent times with stringent enforcement by BIS enhanced license fees and cost of packaging material around 80 to 90 companies in Chennai have since exited the market. Local brands are successful due to low prices in the range of Rs 25 to Rs 30 per 20 Ltr can and good distributor margins . However their distribution is restricted to specific geographical areas catering to residences, small organizations and commercial enterprise.

General Marketing division has established itself as a leading supplier of high quality ingredients to the trade and end customer segment. The division, deals in a vast product portfolio which caters to all food segments such as beverages, Processed foods, Dairy, Baked goods etc. Focus on sourcing of high quality ingredients, tie up with leading manufacturers, packaging in Parry

brand and range of products on offer have not only helped build the distribution market but also emerge as a leading supplier of quality ingredients to major end use customers. Expansion in market coverage, increase in distribution width, focus on major account management and increase in the product portfolio have all helped to sustain healthy growth rates over the years.

4. Travels Division

industry scenario

The global economy, which is the main driver of travel and tourism, is slowly regaining momentum. The recovery is fragile and uneven, and markets are shifting. Geopolitical tensions in key hotspots are volatile and natural disasters and/or extreme weather events remain a constant uncertainty, with only negative impact potential (the 2010 Ash Cloud and the disruption caused by snow and ice storms to air travel on both sides of the Atlantic in December 2010 representing prime examples). These underlying conditions will affect travel and tourism in ways that increase the challenges but also open new opportunities

The division of the company acts as ticketing agent for Murugappa group companies and also offer value added services like, Visa, Passport, Hotels, Forex, and Group Tours.

Company’s performance:

The turnover of the Company has increased by 27 %, from Rs.104.99 Crores in 2009-10 to Rs.133.70 Crores in 2010-11, as the performance of all the businesses are good. However, flexible packaging business performance was not as per the plan.

Other Income: The other income was at Rs.0.91 Crores as against Rs.1.59 crores previous year.

Profits: The earnings before Interest, depreciation and Tax was Rs.7.29 crores, as against Rs.7.33 Crores in 2009-10.

The Profit before tax was Rs.37 lakhs as against Rs.122 lakhs.


Risk Management:

Robust risk management capabilities are critical for the company. Risk management involves identification, evaluation, prioritization of risks and devising an action plan for risk mitigation. The management analyses and evaluates the various risks associated with its business on an ongoing basis.

Internal Control:

The company has got adequate internal control systems to protect its assets, reliability of financial reporting and statutory compliance. The adequacy and effectiveness of internal controls are monitored by internal auditors and remedial measures are adopted, if necessary.

The company’s audit committee meets periodically to review the Internal auditors observations during their audits. The audit committee also reviews and recommends the quarterly and annual financial statements to the board.

Cautionary Statement

Statements in the Management Discussion and Analysis relating to future performance and outlook have been made in good faith. This may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied. Market data and product information contained in this analysis have been based on information gathered from various published and unpublished reports and their accuracy, reliability and completeness cannot be assured.


The Directors have pleasure in presenting the Corporate Governance Report for the year ended 31st March 2011.

1. Corporate Governance Philosophy

Parry Enterprises India Limited, a constituent of the Murugappa Group, is committed to the highest standards of Corporate Governance in all its activities and processes.

Parry Enterprises India Limited views corporate governance as the cornerstone for sustained superior financial performance, for serving all its stakeholders and for instilling pride of association. Apart from drawing from the various legal provisions, the group practices are continuously benchmarked with industry practices. The entire process begins with the functioning of the Board of Directors, with leading professionals and experts serving as independent directors and represented in the various board committees. Systematic attempt is made to ensure symmetry of information.

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 persons to implement broad policies and guidelines and has set up adequate review processes.

2. Board of Directors

The Board consists of six members comprising of eminent persons with knowledge and experience in different fields.

The Board has four independent directors to ensure good governance and management. These independent directors possess high level of integrity, experience, expertise, foresightedness and have the ability to read and understand financial statements.

Mr.M.M.Venkatachalam is the Non Executive Chairman. Messrs. M.M.Venkatachalam and M.A.M. Arunachalam, Managing Director represent the

promoter group. The other Directors viz, Messrs. C.R. Rajan, K.E. Ranganathan, Sridhar Ganesh and H.R. Srinivasan are independent Non-Executive directors.

Changes in the composition of the Board during the year

Mr. K R Ganapathy retired as a Director of the Board with effect from 23rd July 2010.

Mr. M.V. Subbiah retired by rotation at the 19th Annual General Meeting of the Company held on 23rd July 2010 and did not seek re-election.

Details of Directors seeking appointment/reappointment

Mr. C R Rajan and Mr. K E Ranganathan, Directors retire by rotation at the ensuing Annual General Meeting, on mutual consent basis, and are seeking re-election.

Mr. M.A.M.Arunachalam has been reappointed as the Managing Director of the Company for a further period of 3 years with effect from 18th January 2011 without any remuneration. His reappointment is subject to the approval of the members of the Company sought at the ensuing Annual General Meeting of the Company.

Relevant details relating to the above Directors are furnished in the Annual Report.

Board Meetings

The Board of Directors met 5 times during the financial year 2010-11. The dates of the Board meetings were 30th April 2010, 23rd July 2010, 25th October 2010, 31st January 2011 and 30th March 2011.

The attendance of each director at the board meetings and the last Annual General Meeting and particulars of other directorships / committee memberships held by them during the year ended 31st March 2011 are as under:

report on Corporate goVernanCe


sl. no

name of Directors

no. of Board

meetings attended

no of directorships (out of which

as Chairman)*

no of Committee memberships

(out of which as Chairman)**

attendance at last

annual general meeting

shares held in the company

1. Mr. M.M. Venkatachalam 5 9(1) 2(1) Yes 63,000

2. Mr. M.V. Subbiah# 1 4 - - 12,835

3. Mr. K.R. Ganapathy## 1 2 1(1) - -

4. Mr. C.R. Rajan 5 - - Yes -

5. Mr. M.A.M. Arunachalam 5 1 - Yes 95,900

6. Mr. Sridhar Ganesh 5 4 1 -

7. Mr. K.E. Ranganathan 5 3 - -

8. Mr. H.R. Srinivasan 3 3 1(1) - -

* Excludes Parry Enterprises India Ltd., foreign companies, private limited companies, alternate directorships and companies registered under Section 25 of the Companies Act, 1956.

** Includes only membership in Audit, Remuneration and Investor Grievance Committees.

# Retired by rotation w.e.f. 23rd July 2010

## Retired as Director w.e.f. 23rd July 2010

Board Procedure

The dates of the Board meetings for a calendar year are usually fixed in advance. The Board meets at least once in a quarter and the interval between two meetings is not more than four months.

Apart from the statutory requirements, the Board considers matters pertaining to setting of Long Term Vision, annual business plans, periodic review of operations, approving investments, ensuring adequate availability of resources and reporting to shareholders.

3. Board Committees

(a) Audit Committee

The Audit Committee has been formed to monitor 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 5 times during the financial year 2010-11 on 30th April 2010, 23rd July 2010, 25th October 2010, 31st January 2011 and 30th March 2011. The Committee meeting on 30th March 2011 could not be held for want of quorum and was adjourned to a later date. The statutory auditors, the internal auditors and members of the senior management team are invited to attend the committee meetings.

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

name of the memberno. of meetings

attended

Mr. K.R. Ganapathy, Chairman* 1

Mr. C.R. Rajan 5

Mr. M.V. Subbiah** 1

Mr. H.R. Srinivasan 3

*Retired w.e.f. 23rd July 2010

**Retired by rotation on 23rd July 2010


(b) Committee of Directors:

The Committee of Directors was constituted by the Board with effect from 09.04.2004 with certain powers delegated to it. However the powers delegated to that committee are exercised by the Board at its meeting itself.

4. Director Remuneration Policy

Mr.M.A.M.Arunachalam who has been reappointed as the Managing Director of the Company with effect from 18th January 2011 for a further period of 3 years does not receive any remuneration from the Company.

Remuneration of Non-Executive Directors

The Non-Executive Directors are paid remuneration by way of commission besides sitting fees. The necessary approval from the shareholders for payment of commission was obtained at the 19th Annual General Meeting held on 23rd July 2010.

However taking into consideration the inadequate profits, the Board has not recommended any commission payable to Non-Executive Directors for the year ended 31st March 2011.

Accordingly the details of remuneration to non-executive directors for the year 2010-2011 are as follows:-

(Amount in Rs)

name of the director Commissionsitting fees for Board & Committee meetings

total

Mr. M.M. Venkatachalam Nil 15000 15000

Mr. M.V. Subbiah Nil 6000 6000

Mr. K.R. Ganapathy Nil 6000 6000

Mr. C.R. Rajan Nil 30000 30000

Mr. Sridhar Ganesh Nil 15000 15000

Mr.K.E. Ranganathan Nil - -

Mr. H.R. Srinivasan Nil 18000 18000

Mr. M.A.M.Arunachalam Nil 15000 15000

5. General Body Meetings

a. Last 3 Annual General MeetingsYear Date time Venue

2007-08 July 18, 2008 4.30 p.m. Dare House Extn., 1st Floor, 17, Rajaji Salai, Chennai – 1

2008-09 July 17,2009 4.30 p.m. Dare House Extn., 1st Floor, 17, Rajaji Salai, Chennai – 1

2009-10 July 23, 2010 4.30 p.m.“Rectangular Hall”, Dare House, New No.2, Old No.234, NSC Bose Road, Chennai – 600001

b. Details of Special Resolutions passed during the last 3 years

Date of agm / egm

Whether any special resolution was passed

particulars

23.07.2010 Yes Payment of Commission to Non-Executive Directors for an amount not exceeding 1% of the net profits of the Company for a period of 5 financial years commencing from 1st April 2010.

17.07.2009 Yes Alteration of Clause 6j of the Articles of Association relating to redemption of redeemable preference shares.

18.07.2008 Yes Issue of 17,50,000 7% Cumulative Preference shares.


6. Compliance of Statutes

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

7. Risk Management

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

8. Management Discussion and Analysis

Report

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

9. Others

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

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

10. General Shareholders Information

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


Chennai m.m.Venkatachalamapril 19, 2011 Chairman


1. Forthcoming Annual General Meeting29th June, 2011 at 4.00 P.M. at Rectangular Hall, Dare House, No.2, N.S.C.Bose Road Chennai 600 001.

2. DividendIn order to conserve funds for the future business activities your directors have not recommended Dividend to the equity shareholders for the year 2010-11.

7% (Rs. 7 per share) dividend on Preference shares will be paid to those members whose names appear in the Register of Preference Shareholders as on 29th June, 2011 for the year 2010-2011.

3. Registered Office“Dare House”, No.2, NSC Bose Road, Chennai – 600 001

4. Share Transfer ProcessDuring the year there were no transfers received.

5. Share Holding pattern / Distribution of

Share holding (Equity)

a. shareholding pattern as at 31st march 2011

Category % to total Capital

Promoter group 99.83

Others 0.17

Total 100.00

b. Distribution of shareholding as on 31st march 2011

Category (shares)

no. of

Hold-ers

% to total

no.of shares

% to total

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

genenral sHareHolDer information

6. Shareholding pattern / Distribution of

Shareholding (Preference)

a. shareholding pattern as at 31st march 2011

Category % to total Capital

Others 100.00

Total 100.00

b. Distribution of shareholding as on 31st march 2011

Category (shares)

no of Hold-

ers

% to total

no of shares

% to total

Above 10000

1 100% 15,00,000 100%

7. Dematerialization of Shares

All the shares of the Company are in physical form.

8. Address for Correspondence

(i) Compliance officer Mr. R.S. Basker “Dare House” 2, NSC Bose Road Chennai 600 001 (ii) registered office: “DARE HOUSE” 2 NSC Bose Road Chennai 600 001

on behalf of the Board



praCtiCing CompanY seCretaries’ CertifiCate on Corporate goVernanCe

We have examined the compliance of Corporate Governance of Parry Enterprises India Limited for the year ended March 31, 2011 with relevant records and documents maintained by the Company and furnished to us for our examination and the report on Corporate Governance as approved by the Board of Directors.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance 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 in all material respects with reference to the Corporate Governance.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency of effectiveness with which the management has conducted the affairs of the Company.

for r. sridharan & associatesCompany secretaries

Cs. r.sridharanChennai C p no. 3239april 19, 2011 fCs no. 4775


seCretarial ComplianCe CertifiCate

Company name : parrY enterprises inDia limiteDCorporate identification no. : U29142tn1990plC020023authorized Capital : rs. 12,00,00,000/-paid-up Capital : rs. 5,04,14,610/-

To, The Board of DirectorsMESSRS. PARRY ENTERPRISES INDIA LIMITED‘Dare House’, No: 2,N.S.C Bose Road, Chennai – 600 001.

We have carried out the Secretarial Audit of m/s. parrY enterprises inDia limiteD (“the Company”), having its Registered Office at ‘Dare House’, No.2, N.S.C.Bose Road, Chennai – 600 001, from the 1st April 2010 to 31st March 2011.

objective & scope:

The objective and Scope of the secretarial audit is to provide the management a report on the state of compliance of the various provisions of the Companies Act, 1956 and relevant rules and regulations as revealed by its books of accounts, statutory registers, records, documents, and papers as at the date of the audit:

Our audit is limited to the areas covered as follows:1. The Companies Act, 1956 (“the Act”)2. The provisions contained in the Memorandum and

Articles of Association of the Company.3. Companies (Central Government) General Rules

and Forms, 19564. Companies (Disqualification of Directors under

section 274(1)(g) of the Companies Act, 1956) Rules, 2003

5. Companies (Issue of Share Certificates) Rules, 19606. Companies (Disclosure of Particulars in the Report

of Board of Directors) Rules, 19887. Companies (Director Identification Number)

Rules, 20068. Companies (Electronic Filing and Authentication of

Documents) Rules, 2006

We report, based on our examination and verification of the records produced to us and according to the information and explanations given to us by the Company, that the Company has, in our opinion,

generally complied with the provisions of the Companies Act, 1956 (“the Act”), and the Rules made under the Act and Memorandum and Articles of Association of the Company. We certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in anneXUre ‘a’ to this certificate, as per the provisions of the Act and the rules made there under and all entries therein have been duly recorded.

2. The Company has filed the forms and returns as stated in anneXUre ‘B’ to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities prescribed under the act and rules made there under.

3. The Company is a Public limited Company and has the minimum prescribed paid up capital.

4. The Board of Directors met FIVE(5) times on, 30th April 2010, 23rd July, 2010, 25th October 2010, 31st January 2011, and 30th March 2011 in respect of which meetings notices were given and proceedings were recorded and signed including the circular resolution dated 17.01.2011 in the Minutes Book maintained for the purpose.

5. The Company was not required to close its Register of Members during the financial year.

6. The nineteenth annual general meeting for the financial year ended 31st march 2010 was held on 23rd July 2010 after giving notice to the members of the Company and the resolutions passed thereat were recorded in the Minutes Book maintained for the purpose.

7. No Extra-Ordinary General Meeting was held during the financial year.

U29142TN1990PLC020023


8. The Company has not advanced any loans or given any guarantees or provided any securities to its directors or persons or firms or companies referred under Section 295 of the Act.

9. The Company has not entered into any contracts

falling within the purview of Section 297 of the Act during the financial year.

10. During the financial year, the company has not entered into any contracts falling within the purview of Section 297 and 299 of the Act. However, the transactions entered into with the companies listed in the register maintained under Section 301(3) of the Act have been entered in the register maintained under Section 301 of the Act.

11. As per the information and explanations given to us, there were no instances falling within the purview of Section 314 of the Act, hence obtaining approvals from the Board of directors, members or Central Government does not arise.

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company:

(i) has not effected any transfer/ allotment / transmission of securities during the financial year.

(ii) has declared preference dividend @ 7% on the Preference Share Capital at the Nineteenth Annual General Meeting held on 23rd July 2010 and paid the amount of dividend within the period of 30 days from the date of such declaration.

(iii) has no unpaid / unclaimed dividend to be transferred to unpaid dividend account during the financial year.

(iv)has not issued any shares, debentures and has not accepted any deposits and hence the question of transfer of application money due for refund, matured debentures, matured deposits and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund does not arise.

(v) has complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. Messrs. K.E.Ranganathan, Sridhar Ganesh and H.R.Srinivasan were appointed as Directors of the company. Mr.M.V.Subbiah retired as a Director at the 19th Annual General Meeting held on 23rd July 2010 and expressed his desire not to seek reappointment. Mr.K.R.Ganapathy resigned as Director with effect from 23rd July 2010. There was no appointment of alternate directors/ additional directors or directors to fill casual vacancy during the financial year.

15. (a) The Company has re-appointed Mr.M.A.M.Arunachalam as Managing Director

for a term of 3 years at the Board Meeting held on 18.01.2011 and has complied with the provisions of Section 269 of the Companies Act, 1956.

(b) The Company has not appointed any Whole-time Director / Manager during the financial year.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company

(i) had filed necessary compounding application with the Company Law Board, Chennai Bench, through the Registrar of Companies, Chennai for the offence relating to contravention of Section 297 of the Companies Act, 1956 and the approval for the same was received vide order dated 2nd December 2010.

(ii) was not required to obtain any approvals of the

Central Government, Regional Director, or such authorities prescribed under the various provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

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


20. The Company has not bought back any shares during the financial year and hence the question of complying with the buy back provisions does not arise.

21. (a) The Company has not redeemed any Preference Shares during the financial year.

(b) The Company has not issued debentures and hence the question of redemption of debentures during the financial year does not arise.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year.

24. The Company has not made any borrowings during the financial year.

25. The Company has not made any loans, investments or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum of Association with respect to situation of the Company’s Registered Office from one State to another during the financial year.

27. The Company has not altered the provisions of the Memorandum of Association with respect to the objects of the Company during the financial year.

28. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year.

29. The Company has not altered the provisions of the Memorandum of Association with respect to share capital of the Company during the year.

30. The Company has not altered its Articles of Association during the financial year.

31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act.

32. The Company has not received any money as security from its employees during the financial year.

33. As per the information and explanations furnished to us, the Company has deposited both the Employer’s and Employee’s contribution to Provident Fund with the prescribed authorities pursuant to Section 418 of the Act.


Cs. r.sridharanChennai C p no. 3239april 14, 2011 fCs no. 4775


anneXUre ‘a’


REGISTERS AS MAINTAINED BY THE COMPANY

sl. no. section number name of the register

1. 143 Register of Charges

2. 108 Share Transfer Register

3. 150 Register of Members

4. - Register of Preference Shareholders

4. 193 Minutes of the meetings of Board of Directors’

5. 193 Minutes of the meetings of the Members

6. 193 Minutes of the Committee Meetings

7. 301 Register of Contracts

8. 303 Register of Directors’

9. 307 Register of Directors’ Shareholding

10. 372A Register of Investments / Loans / Guarantees and Securities

11. - Board Meeting Attendance Register

12. - Committee Meeting Attendance Register

13. - General Meeting Attendance Register


Cs r.sridharanChennai Cp no. 3239april 14, 2011 fCs no. 4775


anneXUre ‘B’


Returns/ Documents/ Forms filed with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended 31st March 2011

FOR THE FINANCIAL YEAR 2010-2011 [01.04.2010 TO 31.03.2011]

REGISTRAR OF COMPANIES

sl. no

form no

relevant section

Description Date of filing

Whether filed within prescribed time Yes/

no

if delay in filing whether requisite

additional fee paid Yes/no

remarks(srn/

amount paid)

1 61 621A Application for compounding of offences under Section 297 of the Companies Act, 1956.

15.06.2010 YES NA A87096574NA

2 32 303 Appointment of Messrs., K.E.Ranganathan, Sridhar Ganesh and H.R.Srinivasan as Directors of the Company & Retirement of Mr. M.V.Subbiah as Director at the 19th Annual General Meeting held on 23.07.2010 and Resignation of Mr.K.R.Ganapathy, Director at the Board Meeting held on 23.07.2010

19.08.2010 YES NA A91798769Rs.500/- (N)

3 23AC, 23ACA

&Sch VI

220 Balance Sheet for the financial year ended 31st March, 2010.

19.08.2010 YES NA P49807266Rs.500/- (N)

4 23 192 Registration of resolution passed by the shareholders for Payment of Commission to Non- Whole time Directors at the 19th Annual General Meeting held on 23rd July 2010.

19.08.2010 YES NA A91797977Rs.500/-(N)

5 20B &

Sch V

159 Annual return made up to 23rd July, 2010 (Date of 19th AGM).

22.09.2010 NO YES P52689239Rs.500/- (N)Rs.500/- (A)


sl. no

form no

relevant section

Description Date of filing

Whether filed within prescribed time Yes/

no

if delay in filing whether requisite

additional fee paid Yes/no

remarks(srn/

amount paid)

6 21 621A Filing of Order issued by the Hon’ble Company Law Board, Chennai Bench for Compounding of offence with regard to the contravention of Section 297 of the Companies Act, 1956 & payment of Rs.21000/- towards compounding fee to Company Law Board.

31.12.2010 YES NA B02002582Rs.500/-(N)

7 8 125 Creation of charge in favour of IndusInd Bank on 28.12.2010 for a sum of Rs.15 Crores by way of hypothecation of entire current assets of the company.

17.02.2011 NO YES B05854682Rs.500/-(N)Rs.1000/-(A)

8 25C 269 Re-appointment of Mr.M.A.M. Arunachalam, as Managing Director of the Company with effect from 18.01.2011 for a further period of 3 years.

16.03.2011 YES NA B07967870Rs.500/-(N)

9 23 192 Registration of resolution passed by the Board with respect to the Re Appointment of Mr.M.A.M.Arunachalam, as Managing Director of the Company for a further period of 3 years with effect from 18.01.2011.

16.03.2011 NO YES B07956121Rs.500/-(N)

Rs. 1000/- (A)

REGIONAL DIRECTOR, CENTRAL GOVERNMENT

NIL

OTHER AUTHORITIES

The Company had filed a compounding application with the Company Law Board , Chennai Bench in Form 61 through the Registrar of Companies, Chennai via MCA portal vide SRN A87096574 for the offence relating to contravention of Section 297 of the Companies Act, 1956 and the approval for the same was received vide order dated 2nd December 2010.


Cs r.sridharanChennai Cp no. 3239april 14, 2011 fCs no. 4775


finanCial statements

2010- 2011


report of tHe aUDitors to tHe memBers of parrY enterprises inDia limiteD

We have audited the attached balance sheet of Parry Enterprises India Limited as at March 31, 2011, and the related Profit and Loss account and Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004 (together, the Order) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956 (the Act) and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

2. Further to our comments in the Annexure referred to above, we report that:

I. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

II. In our opinion, proper books of account as required by Law, have been kept by the Company so far as appears from our examination of those books;

III. The balance sheet, profit and loss account and cash flow statement dealt with by this report are in agreement with the books of account;

IV. In our opinion, the balance sheet, profit and loss account and cash flow statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

V. On the basis of the written representations received from the Directors, as on 31st March 2011 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March 2011 from being appointed as a Director in terms of clause (g) of sub-section (1) of section 274 of the Act.

VI. Without qualifying our report, we invite attention to Note 4(c) of Schedule 17 regarding the change in Accounting Policy in treatment of cost of printing cylinders during the current year. Had there been no such change, the current year closing fixed assets would be lower by Rs.213.66 Lakhs in the balance sheet and the profits would be lower by Rs. 163.67 Lakhs.

VII. In our opinion and to the best of our information and according to the explanations given to us, the said financial statements together with our comments in Para VI above and with the Notes thereon and attached thereto, 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2011

b) In the case of Profit and Loss account, 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.


anneXUre to tHe aUDitor’s reportAnnexure referred to in paragraph 1 of our report of even date.

Re: Parry Enterprise India Limited

(i) a.The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets are physically verified by the Management and no material discrepancies between book records and Physical inventory has been noticed. 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.

c. In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of the fixed assets during the year.

(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.

(iii) The Company has not granted / taken any loans secured or unsecured to Companies, Firms, or Other parties covered in the Register maintained under Section 301 of the 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) a. In our opinion and according to the information and explanations given to us, particulars of contracts or arrangements referred to in Section 301 of the Act, have been entered in the register required to be maintained under that section.

b. In our opinion and according to the information and explanation given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs.5 lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and rules framed thereunder.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) The Central Government has not prescribed maintenance of cost records under Section 209(1) (d) of the Act for any of the products of the Company.

(ix) According to the information and explanations given to us, and records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including Provident fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Value Added Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues as applicable, with the appropriate authorities. 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, value added tax, wealth tax, service tax, customs duty, excise duty and cess


which have not been deposited on account of a dispute except as given below:

name of statute nature of dues (amount in lakhs), excluding interest,

if any

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 15.19 2004-05 Commissioner of Central Excise

(Appeals)

(x) The company has no accumulated losses. The company has also not incurred cash losses during this financial year and the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations, the company has not defaulted in repayment of dues to any financial institution or Bank or Debenture holders as at the Balance Sheet date.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other similar securities.

(xiii) The provisions of special statute applicable to chit funds / nidhi / mutual benefit funds / society do not apply to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in share, securities, debentures or other investments. The investments of the company are held in its own name.

(xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee during the year for loans taken by others from Banks or financial institutions.

(xvi) In our opinion, and according to the information

and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained.

(xvii) On the basis of overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on short-term basis, which have been used for long-term investment.

(xviii)During the year, the company has not made any preferential allotment of shares.

(xix) The Company has not issued any debentures and hence, creation of Securities for the same is not applicable. does not apply.

(xx) During the year, the company has not raised any money by public issue.

(xxi) During the course of our examination of the Books and Records of the Company carried out in accordance with the Generally Accepted Auditing Practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company noticed or reported during the year nor have we been informed of such case by the Management.

for r.g.n.price & Co

firm registration number – 002785sChartered accountants

K.Venkatakrishnanpartner

Membership No.208591


BalanCe sHeet as at marCH 31, 2011sched-

uleas at march 31, 2011 as at march 31, 2010

rs. lakhs rs. lakhs

soUrCes of fUnDs

shareholders' funds

Capital 1 504.15 504.15

Reserves and Surplus 2 3,568.29 4,072.44 3,553.53 4,057.68

loan funds

Secured Loans 3 4,323.61 2,883.80

Deferred tax liability 420.00 410.00

total 8,816.05 7,351.48

appliCation of fUnDs

fixed assets 4

gross Block 5,831.48 5,393.26

Less: Depreciation 1,507.34 1,112.64

Net Block 4,324.14 4,280.62

Capital Work in Progress 264.69 4,588.83 17.47 4,298.09

Investments 5 9.06 609.17

Current assets, loans and advances

Inventories 6 1,625.13 1,095.81

Sundry Debtors 7 2,423.00 1,659.88

Other Current Assets - Interest Accured 2.38 0.33

Cash and Bank Balances 8 543.67 231.50

Loans and Advances 9 1,631.17 1,078.64

6,225.35 4,066.16

less :

Current liabilities and provisions

Liabilities 10 1,937.89 1,567.94

Provisions 11 69.30 54.00

2,007.19 1,621.94

net Current assets 4,218.16 2,444.22

total 8,816.05 7,351.48

Notes on Accounts 17

Schedules referred to above form an integral part of the these accountsThis is the Balance Sheet referred to in our Report of even date. for r.g.n. price & Co on Behalf of the BoardFirm Registration Number - 002785S Chartered Accountants K.VenKataKrisHnan m.m.VenKataCHalamPartner ChairmanMembership No.208591 Chennai m.a.m.arUnaCHalamApril 19, 2011 Managing Director


profit anD loss aCCoUnt for tHe Year enDeD marCH 31, 2011

sched-ule

Year ended march 31, 2011

Year ended march 31, 2010

inCome rs. lakhs rs. lakhs

Sales 13,169.89 10,059.83

Less: Excise Duty 594.09 440.50

Sales (Net ) 12,575.80 9,619.33

Commission and Service Income 703.62 720.95

Other Income 12 90.90 159.05

13,370.32 10,499.33

Expenditure

Cost of Goods Sold 13 10,189.71 7,514.55

Employee Cost 14 956.59 781.08

Other Costs 15 1,495.08 1,471.02

Interest (Net) 16 282.76 268.84

Depreciation 409.16 336.84

13,333.30 10,372.33

Profit before Tax and prior year adjustments 37.02 127.00

Less: Provision for Tax

- Current Tax 7.50 22.00

- Deferred Tax 10.00 34.00

-Tax relating to earlier years - (21.00)

- MAT Credit Entitlement (7.50) (15.00)

10.00 20.00

profit after tax 27.02 107.00

Add: Surplus brought forward 3,035.96 2,941.21

Amount available for Appropriation 3,062.98 3,048.21

appropriations:

Proposed Dividend on Preference Share Capital 10.50 10.50

Dividend Tax 1.75 1.75

Balance Carried forward to Balance Sheet 3,050.73 3,035.96

Earnings per share - Basic and Diluted (Rs.) 0.76 3.02

Notes on Accounts 17

Schedules referred to above form an integral part of these accounts.This is the Profit & Loss Account referred to in our Report of even date. for r.g.n. price & Co on Behalf of the BoardFirm Registration Number - 002785S Chartered Accountants K.VenKataKrisHnan m.m.VenKataCHalamPartner ChairmanMembership No.208591 Chennai m.a.m.arUnaCHalamApril 19, 2011 Managing Director


CasH floW statement for tHe Year enDeD marCH 31, 2011

for the year ended march 31, 2011

rs. lakhs


rs. lakhs

a. CasH floW from operating aCtiVities

net profit Before tax 37.02 127.00

adjustment for:

Depreciation 409.16 336.84

Interest expense 287.78 284.73

Interest Income (5.02) (15.89)

Investment Income (18.71) (27.22)

Profit on sale of Investments - (0.14)

Provision for Doubtful Debts - 2.63

Bad Debts/ Advances written off - 4.43

Foreign Exchange loss on reinstatement 70.12 25.77

Foreign Exchange Gain on reinstatement (3.59) (6.16)

Provision for Leave Encashment/Gratuity 50.05 14.36

Loss on sale of fixed assets (net) 2.60 2.90

792.39 622.25

829.41 749.25

operating profit before working capital changes

Increase / Decrease in

- Trade or other receivables (761.82) (423.00)

- Inventories (529.32) (321.06)

- Loans and advances (519.53) (73.93)

- Current Liabilities (261.72) (617.53)

(2,072.39) (1,435.52)

Cash Generated from operations (1,242.98) (686.27)

Less : Taxes Paid (Net of refund) (40.00) (155.95)

net Cash from/ (Used in) operating activities (a) (1,282.98) (842.22)

B. CasH floW from inVesting aCtiVities

Purchase of Fixed Assets (714.06) (74.93)

Proceeds on sale of fixed assets (2.90) 2.41

Purchase of Investments (18.71) (3,643.14)

Sale of Investments 600.26 4,064.45

Interest Income 5.02 13.84

Investment Income 18.71 27.22

Net Cash from/ (Used in) Investing Activities (B) (111.68) 389.85



rs. lakhs


rs. lakhs

C. CasH floW from finanCing aCtiVities

Proceeds from long term borrowings - 603.00

Repayment of long term borrowings (452.65) (427.32)

Net movement in cash credit facility 1,892.46 602.51

Interest paid 274.57 (304.93)

Dividend paid (12.29) (12.29)

net Cash from/ (Used in) financing activities (C) 1,702.09 460.97

Increase in Cash and Cash Equivalents (A+B+C) 307.43 8.60

Cash and Cash Equivalents at the beginning of the year 180.17 171.57

Cash and Cash Equivalents at the end of the year 487.60 180.17

Cash and Cash Equivalents at the end of the year 543.67 231.50

Less: Deposits held as Margin Money 56.07 51.33

Cash and cash equivalents as per Cash Flow Statement 487.60 180.17

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

for r.g.n. price & Co on Behalf of the BoardFirm Registration Number - 002785S Chartered Accountants

K.VenKataKrisHnan m.m.VenKataCHalamPartner ChairmanMembership No.208591

Chennai m.a.m.arUnaCHalamApril 19, 2011 Managing Director


sCHeDUles forming part of aCCoUnts

SCHEDULE 1 as at march 31, 2011

rs. lakhs

as at march 31, 2010

rs. lakhs SHARE CAPITAL

authorised

preference shares

60,00,000 (Previous year - 60,00,000) Redeemable Cumulative Preference Shares of Rs.10 each 600.00 600.00

equity shares 60,00,000 (Previous Year 60,00,000) Equity Shares of Rs.10 each 600.00 600.00

1,200.00 1,200.00

issued, subscribed and paid Up

15,00,000 (Previous Year 15,00,000) 7% Cumulative Redeemable Preference Shares of Rs.10/- each 150.00 150.00

35,41,461 (Previous Year 35,41,461) Equity Shares of Rs.10 each fully paid 354.15 354.15

504.15 504.15

Notes :

1. Of the above, 24,72,750 Equity Shares of Rs.10 each have been issued for consideration other than cash

2. 23,56,726 Equity shares of Rs.10 each is held by the holding company, New Ambadi Estates Private Ltd

SCHEDULE 2RESERVES AND SURPLUS

Capital Reserve 17.02 17.02

Capital Redemption Reserve 84.32 84.32

Securities Premium Account 252.96 252.96

General Reserve 163.26 163.27

Balance in Profit And Loss Account 3,050.73 3,035.96

3,568.29 3,553.53

SCHEDULE 3

SECURED LOANSForeign Currency Term Loan * 1,325.05 2,265.26

Rupee Term Loan from a bank * 487.56 --

Cash Credit from Bank ** 2,511.00 618.54

4,323.61 2,883.80

* The term loan is secured by equitable mortgage of Company's leasehold rights in respect of factory land and buildings constructed thereon at Palej, Bharuch District, Gujarat and first charge on the Plant and Machinery and other Miscellaneous fixed assets of the Company.

** Cash credit facilities are secured by pari passu charge on all the current assets of the Company, both present and future and collaterally secured by extension of equitable mortgage on Company's leasehold rights in respect of factory land and buildings constructed thereon at Palej, Bharuch District, Gujarat and first charge on the Plant and Machinery and other Miscellaneous fixed assets of the Company.


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SCHEDULE 5

INVESTMENTS


rs. lakhs


rs. lakhs

long term at Cost

(a) government securities(Lodged with Government authorities)

0.15 0.10

(B) Quoted (fully paid)- non-trade

Equity Shares

Cholamandalam DBS Finance Limited 393 (Previous year - 393 ) Equity Shares of Rs.10 each

0.30 0.30

Kartik Investments Trust Ltd19,032 (Previous year - 19,032) Equity Shares of Rs.10 each

1.90 1.90

(C) Unquoted (fully paid) - non-trade

Cholamandalam MS General Insurance Co Ltd100 (Previous year - 100)Equity Shares of Rs.10 each

0.01

0.01

Murugappa Management Services Ltd1,700 (Previous year - 1,700 ) Equity Shares of Rs.100 each

1.70 1.70

New India Cooperative Bank Limited50000 (Previous year - 50000) Equity Shares of Rs.10 each

5.00 5.00

(D) investments in mutual funds

LIC MF Savings Plus Fund - Daily Dividend Plan - Nil ( Previous Year - 600,16,40.702 units of Rs.10/- each)

600.16

9.06 609.17

Market Value of Quoted Investments 2.59 2.30

investments purchased and sold during the year1. LIC MF Savings Plus Fund - Daily Dividend Plan - 6183244.522 Units

SCHEDULE 6

INVENTORIES Raw Materials 344.16 322.48

Work-in-Progress 328.00 182.07

Finished Goods 749.75 496.62

1,421.91 1,001.17

Consumable Stores and Spare Parts 203.22 94.64

1,625.13 1,095.81



SCHEDULE 7

SUNDRY DEBTORS


rs. lakhs


rs. lakhs

Unsecured - Considered good

Debts outstanding for a period exceeding six months 23.80 4.50

Others debts 2,399.20 1,655.38

2,423.00 1,659.88

Unsecured - Considered doubtful

Debts outstanding for a period exceeding six months 19.00 20.30

2,442.00 1,680.18

Less: Provision for doubtful debts 19.00 20.30

2,423.00 1,659.88

SCHEDULE 8

CASH AND BANK BALANCES Cash-in-hand (including cheques on hand) 1.23 0.52

Bank Balances with Scheduled Banks

- Current accounts 336.37 179.65

- Deposit accounts* 206.07 51.33

543.67 231.50

* Held as margin money 56.07 51.33

SCHEDULE 9loans anD aDVanCes

Unsecured - Considered good

Advances recoverable in cash or in kind or for value to be received 1,387.02 874.99

MAT Credit Entitlement 22.50 15.00

Advance Income Tax and Tax Deducted at Source (Net of provision for Taxation Rs.215.15 Lakhs; Previous year - Rs.189.65 Lakhs)

221.65 188.65

1,631.17 1,078.64



SCHEDULE 10

CUrrent liaBilities


rs. lakhs


rs. lakhs

sundry Creditors :

Dues to Micro, Small and Medium enterprises (Note 8 on Schedule 17)

- -

Others 1,430.75 1,169.03

Advances and deposits 144.27 0.01

Other liabilities 362.87 398.90

1,937.89 1,567.94

SCHEDULE 11

proVisions

Leave encashment 57.07 41.75

Proposed Dividend 10.50 10.50

Dividend Tax 1.73 1.75

69.30 54.00

SCHEDULE 12

otHer inCome

for the Year ended

march 31, 2011rs. lakhs

for the Year ended

march 31, 2010rs. lakhs

Profit on sale of investments - 0.14

Investment income (gross) 18.71 27.22

Liabilities/Provisions no longer required written back 15.91 9.64

Scrap sale 50.17 93.43

Miscellaneous income 2.52 22.46

Foreign exchange gain 3.59 6.16

90.90 159.05



SCHEDULE 13

Cost of gooDs solD

for the Year ended march 31, 2011

rs. lakhs


rs. lakhs

raw materials Consumed

Opening stock 322.48 114.07

Add: Purchases 4,026.78 3,892.62

Conversion charges 13.68 64.60

4,362.94 4,071.29

Less: Closing stock 344.16 322.48

4,018.78 3,748.81

Purchase of Traded stock 6,569.99 3,850.95

movement in value of Work-in-progress and finished goods

opening stock of

Finished goods 479.52 513.68

Work-in-progress 182.07 67.80

Excise duty - Finished goods 17.10 12.00

678.69 593.48

Closing stock of

Finished goods 737.64 479.52

Work-in-progress 328.00 182.07

Excise duty - Finished goods 12.11 17.10

1,077.75 678.69

(increase)/ Decrease (399.06) (85.21)

10,189.71 7,514.55

SCHEDULE 14

EMPLOYEE COSTSalaries, wages and bonus 781.47 654.13

Contribution to provident and other funds 81.79 36.80

Workmen and staff welfare expenses 93.33 90.15

956.59 781.08



SCHEDULE 15

OTHER COSTS


rs. lakhs


rs. lakhs

Consumption of stores and spare parts 309.35 201.97

Less: Capitalised during the year (refer Notes to accounts 4 (C ))

213.66 -

95.69 201.97

Power and fuel 248.39 261.93

Rent 69.15 61.60

Repairs and maintenance

- Buildings 0.25 4.57

- Plant and Machinery 33.08 14.44

Insurance 36.18 29.65

Rates and taxes 46.44 55.70

Freight and handling charges 177.45 174.39

Advertisement and sales promotion expenses 82.97 94.88

Commission to selling agents 19.77 16.42

Rebates and discounts 45.23 35.76

Auditors' remuneration

- Statutory audit 6.00 5.00

- Tax audit 1.00 1.00

- Out of pocket expenses 0.48 0.88

Directors' sitting Fees 1.05 1.05

Travelling expenses 186.92 147.20

Telephone and telex expenses 34.53 32.18

Royalty 6.43 6.22

General manufacturing, selling and administration expenses 167.52 146.90

Loss on sale of fixed assets (net) 2.60 2.90

Provision for doubtful debts -- 2.63

Bad Debts/Advances written off -- 4.43

Debts relating to Prior year 0.74 - -

Foreign Exchange Loss 70.12 28.18

Professional and consultancy charges 165.25 143.48

1,497.24 1,473.36

Less : Selling and administration expenses recovered from other companies.

2.16 2.34

1,495.08 1,471.02



SCHEDULE 16

INTEREST


rs. lakhs


rs. lakhs

interest on

Fixed loans 124.06 177.08

Other Loans 163.72 107.65

287.78 284.73

Less: Interest income (Gross) (Tax Deducted at Source Rs.0.26 Lakhs (Previous year - Rs.2.66 Lakhs))

5.02 15.89

282.76 268.84

SCHEDULE 17 – NOTES ON ACCOUNTS

1. Significant Accounting Policies

Basis for preparation of accounts

The financial statements have been prepared under historical cost convention in accordance with the generally accepted accounting principles in India and with the accounting standards prescribed in the Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 of India.

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, insurance etc and is net of Cenvat / VAT credits taken wherever applicable.

Intangible Assets

Intangible assets are stated at cost of acquisition less accumulated amortization.

Depreciation

Depreciation is provided on the straight line method at the rates specified in Schedule XIV of the Companies Act, 1956, except in the case of the Furniture and Fittings and Computers, for which the depreciation is based on management’s assessment of the estimated useful life of the assets, between 2 and 15 years.

Depreciation on additions/ deletions is restricted to the period of use. All assets individually costing Rs. 5,000 and below are fully depreciated in the year of addition.

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


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.

Investments

Investments are classified into current and long-term investments. Current investments are stated at the lower of cost and fair value. Long-term 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.

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 flexible packaging manufactured in the Tuflex Division and sale of traded goods in Tuflex and 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. Commission 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.

Employee Benefits

i. short term

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

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 income and accounting income computed at current applicable tax rates. Deferred tax assets are recognised only if there is a virtual certainty that they will be realised and are reviewed for appropriateness of their respective carrying values at each balance sheet date.

Impairment of Assets

Consideration is given at each Balance Sheet date to determine whether there is any modification or impairment of the carrying amount of the fixed assets. If any condition exists, an asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of any asset exceeds recoverable amount.

Provisions

Provisions are recognised when the company has an obligation as a result of past events and it is probable that an outflow of economic resources will be required to settle the obligation and a rational estimate of the amount of the obligation can be made.



sCHeDUles forming part of aCCoUnts 2010 - 2011 rs. lakhs

2009 - 2010 rs. lakhs

2 Capital Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 68.00 3.63

3 Contingent liabilities

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

4 other financial information

a) Letter of Credits 328.52 498.88

b) Indemnity Bond 8.00 8.00

c) During the year, the company has decided to capitalize the cost of cylinders used in the Flexible packing business, as the cylinders carry probable future benefits and has an useful life beyond an accounting period, which was treated as consumables and fully charged off to Profit and Loss account, in the previous years. Accordingly during the current year the company has capitalized Rs.213.66 lakhs and charged depreciation thereon. The impact on account of the said change in the accounting treatment of cylinders in the profit and loss account is Rs.163.67 lakhs, out of which Rs.29.21 lakhs pertains to previous years, and the profit would have been less by Rs.163.67 lakhs and the Written down value of the fixed assets would have been reduced by the same had there been no change in the accounting policy.

- -

5 earnings in foreign Currency

FOB value of exports 15.02 10.66

Commission and Service Income 83.46 203.60

total 98.48 214.26

6 expenditure in foreign currency

Travel 3.00 10.57

Subscription 0.05

Others 0.09 0.11

total 3.09 10.73

7 Value of imports in Cif Basis

Finished Goods Spares and Components 2,567.27 1,581.50

Raw Materials 487.14 578.60

Capital Goods --- ---

8 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.


sCHeDUles forming part of aCCoUnts9. QUantitatiVe information

(i) licensed/installed Capacity and production

2010 - 2011 2009 - 2010

Quantitymt

rs. lakhs

Quantitymt

rs. lakhs

1. extruded polymer meshes

a) Licensed Capacity 2,090.00 -- 2,090 --

b) Installed Capacity * 2,090.00 -- 2,090 --

c) Opening Stock 117.47 134.61 75.01 89.83

d) Purchases/Production 1,883.97 -- 1,756.54 --

e) Sales 1,914.42 2,552.68 1,714.08 2,291.70

f) Closing Stock 87.02 82.13 117.47 134.61

2. Knitted fabrics

a) Licensed Capacity NA --

b) Installed Capacity * 535.00 -- 535 --

c) Opening Stock 6.35 7.28 11.93 14.26

d) Purchases/Production 370.08 -- 372.01 --

e) Sales 371.35 550.08 377.59 564.04

f) Closing Stock 5.08 5.92 6.35 7.28

3. flexible packing

a) Licensed Capacity 6,000.00 -- 6,000 --

b) Installed Capacity * 4,200.00 -- 4,200 --

c) Opening Stock 10.83 18.58 9.86 10.59

d) Purchases/Production 1,578.00 -- 2,214.76 --

e) Sales 1,573.86 2,780.98 2,213.79 2,385.14

f) Closing Stock 14.97 25.80 10.83 18.58

* As certified by the Management

(ii) trading goods (polynet)2010 - 2011 2009 - 2010

Quantitysq.mts

rs. lakhsQuantity

sq.mtsrs.

lakhs

1. geosynthetics

a) Opening Stock 1,56,438 108.14 1,33,974 54.69

b) Purchases/Production 3,76,984 115.13 2,18,009 160.01

c) Sales 3,79,507 155.30 1,95,545 200.69

d) Closing Stock 1,53,915 67.97 1,56,438 108.14

2. others

a) Opening Stock -- -- -- 17.78

b) Purchases/Production -- -- -- 27.88

c) Sales -- -- -- 28.43

d) Closing Stock -- -- -- 1.54



(iii) trading goods (general marketing Division)2010 - 2011 2009 - 2010

Quantitymt

rs. lakhsQuantity

mtrs.

lakhs

a) opening stock

Acetic Acid 10.47 4.10 11.90 5.67

Citric Acid 25.95 11.23 30.05 17.90

Cocoa Powder 57.43 99.10 51.12 42.55

SMP 50.23 55.11 198.08 223.07

Others 56.93 50.12

b) purchases

Acetic Acid 366.60 134.06 618.12 216.93

Citric Acid 1,032.00 549.75 806.97 342.98

Cocoa Powder 712.11 1,452.67 594.83 1,015.70

SMP 2,033.06 2,673.64 1,117.00 1,354.23

Edible Oil 1,073.65 634.07 - -

Others 837.87 682.91

c) sales

Acetic Acid 364.19 149.33 619.55 238.07

Citric Acid 975.97 562.88 811.07 390.57

Cocoa Powder 655.11 1,434.31 588.52 1,075.00

SMP 1,995.43 2,751.53 1,264.85 1,584.57

Edible Oil 1,018.65 598.22 - -

Others 1,040.49 861.12

d) Closing stock

Acetic Acid 12.77 5.36 10.47 4.10

Citric Acid 81.35 43.88 25.95 11.23

Cocoa Powder 113.83 243.79 57.43 99.10

SMP 87.00 116.27 50.23 55.11

Edible Oil 54.98 31.40 - -

Others 127.23 56.93Note: Closing Stock excludes excesses/shortages including damaged stocks and breakages etc.



(iv) analysis of raw materials and Components consumed:

2010 - 2011 2009 - 2010

Quantitymt

rs. lakhsQuantity

mtrs.

lakhs

High Density Polythene / Low density Polythene 3,259.90 2,369.33 3,793.08 2,630.07

Others 1,649.45 1,118.74

total 4,018.78 3,748.81

10. Value of raw materials, Components and stores Consumed:

2010 - 2011 2009 - 2010

rs. lakhs % rs. lakhs %

a) raw materials

Indigenous 3,481.83 87 3,307.06 88

Imported 536.95 13 441.75 12

total 4,018.78 100 3,748.81 100

b) stores & spares:

Indigenous 82.66 86 192.31 95

Imported 13.03 14 9.66 5

total 95.69 100 201.97 100


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8

segm

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8,12

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2.74

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6.84


sCHeDUles forming part of aCCoUnts 12. Disclosure in respect of AS 15 (Revised) “Employee Benefits”a) Defined benefit plan – gratuity

(i) 2010 - 2011 rs. lakhs

2009 - 2010 rs. lakhs

Present value of obligation at the beginning of the Year 41.56 44.66

Interest cost 3.33 3.57

Current service cost 3.09 3.67

Benefits paid (5.62) 4.21

Actuarial (gain) / loss on obligation 31.89 (6.13)

Present value of obligation as at the end of the year 74.26 41.56

(ii)

Fair value of plan assets at the beginning of the year 45.63 43.49

Expected return on plan assets 3.93 4.07

Contributions - 2.28

Benefits paid (5.62) 4.21

Actuarial gain / (loss) on plan assets - -

Fair value of plan assets at the end of the year 43.94 45.63

(iii) amount recognized in the Balance sheet

Present value of obligation as at the end of the year 74.26 41.56

Fair value of plan assets at the end of the year 43.94 45.63

Funded status of the plan - (asset) / liability 30.32 (4.07)

iv) amount recognized in the statement of profit and loss account

Current service cost 3.09 3.67

Interest cost 3.33 3.57

Expected return on plan assets (3.93) 4.07

Net actuarial (gain) / loss recognized in the year 31.89 (1.07)

Net Cost recognized in the profit and loss account 34.38 2.10

(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%

sCH

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. Seg

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d Po

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Cor

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2010

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2009

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2010

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2010

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2009

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2010

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2009

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2010

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2009

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2010

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3,27

6.38

3,

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49

2,83

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2,

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88

6,91

2.90

4,

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42

329

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29

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tot

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38

3,09

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2,

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52

2,49

1.88

6,

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90

4,62

8.42

32

9.75

24

9.29

-

- 13

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6.84


sCHeDUles forming part of aCCoUnts 13. Related Party Disclosures

a) list of related parties where control exists

Holding Company - New Ambadi Estates Private LtdFellow Subsidiary - Parry Agro Industries Limited Parry Estates Limited Thangamalai Tea Factory Private Limited New Ambadi Investments and Enterprises Private Limited

Partnership Firms Yelnoorkhan Estates Bangaragiri Estates Jensury Estates Sipani Plantations Kanakannadoddi Coffee Estate Kadamane Estates Company (KEC)

b) Key management personnel

Mr.M.M.Venkatachalam, ChairmanMr.M.A.M.Arunachalam, Managing Director

c) The above information regarding related parties have been determined to the extent such parties have been identified on the basis of information available with the Company.

d) related party transactions Rs. Lakhs

particulars

fellow subsidiary Company –

pail

Holding Company –

nae

Key management personnel - mr. mm Venkatachalam

Key management personnel – mr. m a m arunachalam

Sale of Goods--

(16.21)--

(--)--

(--)--

(--)

Ticket Value29.97

(82.51)2.65

(0.89)6.52

(5.42)----

Service Income on the above

1.50(4.89)

0.16(0.05)

0.33(0.26)

----

Preference Dividend--

(--)10.50

(10.50)--

(--)--

(--)

Debit Balance--

(--)--

(0.01)--

(--)--

(--)

The amount within bracket represents previous year’s figures



2010 - 2011 2009 - 2010

14 earnings per share (including exceptional items)

Profit after tax as per Profit and Loss Account (A) (Rs. Lakhs) 27.02 107.00

Weighted Average Number of shares Outstanding during the year (B)

35,41,461 35,41,461

Earnings per share (A/B) – Rs. 0.76 3.02

15 the break-up of net deferred tax liability is as under

Difference between book depreciation and tax depreciation 474.20 445.06

43B Disallowances (24.61) (19.78)

Provision for doubtful debts (6.31) (6.74)

Others (23.28) (8.54)

net Deferred tax liability 420.00 410.00

16. previous year’s figures have been regrouped / reclassified where necessary.

for r.g.n. price & Co on Behalf of the BoardFirm Registration Number - 002785S Chartered Accountants K.VenKataKrisHnan m.m.VenKataCHalamPartner ChairmanMembership No.208591 Chennai m.a.m.arUnaCHalamApril 19, 2011 Managing Director


sCHeDUles forming part of aCCoUnts 17. Balance sheet abstract and Company’s general Business profile as per part iV of schedule Vi to the Companies act, 1956

i. registration Details

registration no. U29142TN1990PLC020023 State Code 18

Balance sheet Date 31.03.2011

ii. Capital raised during the year (amount in thousands)

Public Issue NIL Rights Issue NIL

Bonus Issue NIL Private Placement NIL

iii. position of mobilisation and Deployment of funds (amount in thousands)

total liabilities 10,82,324 total assets 10,82,324

sources of funds

Paid up Capital 50,415 Reserves & Surplus 3,56,829

Secured Loans 4,32,361 Unsecured Loans Nil

Deferred Tax Liability 42,000

application of funds

Net Fixed Assets 4,58,883 Investments 906

Net Current Assets 4,21,816

iV. performance of Company (amount in thousands)

Turnover (Gross of Excise Duty) 13,37,032 Total Expenditure 13,33,333

Profit/(Loss) before tax and exceptional item

3,702 Profit after Tax 2,702

Earnings per Share in Rs. 0.76 Dividend Rate - % 7

V. generiC names of tHe tHree prinCipal proDUCts/serViCes of CompanY

item Code no. (itC Code) product Description

392690.09 Polymer Meshes

3132 Packing Materials

291521 Trading of Acetic Acid

on Behalf of the Board m.m.VenKataCHalam Chairman Chennai m.a.m.arUnaCHalamApril 19, 2011 Managing Director

parrY enterprises inDia limiteDRegistered. Office : Dare House, New No 2, Old No. 234 N.S.C Bose Road, Chennai - 600 001

attenDanCe slipPLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL. ONLY MEMBERS OR THEIR PROXIES ARE ENTITLED TO BE PRESENT AT THE MEETING.

NAME AND ADDRESS OF THE SHARE HOLDER : ____________________________________________

FOLIO Number. ______________________________ NO. OF SHARES : ___________________________

I / We hereby record my presence at the 20th ANNUAL GENERAL MEETING of the Company on Wednesday 29th June 2011 at 4.00 P.M. Rectangular Hall, ‘ Dare House’, No.2, N.S.C .Bose Road, Chennai 600 001

NAME OF PROXY IN BLOCK LETTERS SIGNATURE OF THE SHAREHOLDER/ PROXY*

* Strike out whichever is not applicable

parrY enterprises inDia limiteDRegistered. Office : Dare House, New No 2, Old No. 234 N.S.C Bose Road, Chennai - 600 001

PROXY FORM

I / We______________________________ of ______________________________________being a

Member / Members of PARRY ENTERPRISES INDIA LIMITED hereby appoint __________________

______________________________________of__________ or failing him/ her _____________________

______________________________of__________ or failing him/ her _______________________

___________________________________________________of_________________________

as my / our Proxy to attend and vote for me / us and on my /our behalf at the 20thANNUAL GENERAL

MEETING of the Company to be held Wednesday 29th June 2011 at 4.00 P.M. at Rectangular Hall, ‘Dare

House’, No.2, N.S.C.Bose Road, Chennai 600 001 and at any adjournment thereof.

Dated this________________ day of ____________________ 2011.

Signed of the Member (s) ___________________________________

Note : The Proxy from must be returned as so to reach the Registered office of the Company not less than 48 hours before the time for holding the aforesaid meeting

affiX re.1/-

reVenUe

stamp