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EID Parry (India) Directors Report, EID Parry Reports by Directors
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EID Parry (India)
BSE: 500125|NSE: EIDPARRY|ISIN: INE126A01031|SECTOR: Sugar
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Explore EID Parry connections « Mar 10
Directors Report Year End : Mar '11
The Directors have pleasure in presenting their Report together with
 the audited accounts for the financial year ended 31st March, 2011.
 The performance highlights of the Company for the year are summarised
 below:
 
 FINANCIAL RESULTS
 
                                                              Rs. Lakhs
 
                                                    2010-11     2009-10
 
 Total Income                                        143550      129682
 
 Profit Before Interest, Depreciation and Tax         18353       35536
 
 Less : Interest                                       4243        3857
 
 Depreciation                                          7370        6933
 
 Profit Before Tax                                     6740       24746 
 
 Less: Provision for Tax :
 
 - Current (Net of MAT Credit)                            -        2600
 
 - Deferred                                           (1186)       2987
 
 - MAT Credit entitlement                                  -     (1369) 
 
 Profit After Tax                                       7926      20528 
 
 Add : Surplus brought forward                         30680      59180 
 
 Amount available for Appropriation                    38606      79708 
 
 APPROPRIATIONS
 
 Transfer to General Reserve                             800      40000
 
 Transfer to Debenture Redemption Reserve                750        417 
 
 Dividend on Equity Capital :
 
 Interim paid                                           3466       5181
 
 Proposed Final                                            -       3454
 
 Dividend Distribution Tax (Net)                       (574)       (24)
 
 Surplus carried to Balance Sheet                      34164      30680
 
 TOTAL                                                 38606      79708
 
 
 PERFORMANCE
 
 The Company recorded a revenue of Rs. 143550 Lakhs (including other
 income of Rs. 17981 Lakhs) for the year ended 31st March, 2011. Other
 income includes Rs. 2214 Lakhs (2009-10 – Rs. 798 Lakhs) of profit on
 sale of investments. The total gross sales of the company for the year
 2010-11 grew by 9 % to Rs. 129115 Lakhs from Rs.118576 Lakhs in the
 year 2009-10.
 
 Other income for the year was Rs. 17981 Lakhs as against Rs. 14950
 Lakhs in 2009-10 which includes income from sale of balance 3% stake in
 Roca Bathroom Products Pvt. Ltd. (formerly Parryware Roca Pvt. Ltd) -
 Rs. 2214 Lakhs, dividend income of Rs. 11431 Lakhs against Rs. 10017
 Lakhs in the year 2009-10. Interest income earned during the year was
 Rs. 1689 Lakhs as against Rs. 772 Lakhs in the year 2009-10. The
 Earnings Before Interest, Depreciation, Tax and Amortisation (EBIDTA)
 for the year was Rs. 16139
 Lakhs (excluding Profit on Sale of Investments of Rs. 2214 Lakhs)
 representing 13% of total sales and showed a dip of 53.54% over
 previous years EBIDTA of Rs. 34738 Lakhs (excluding Profit on Sale of
 Investments of Rs. 798 Lakhs). Losses of Sugar segment was the main
 contributor to above dip in EBIDTA.
 
 However, better performance of Bio pesticides, Nutraceuticals, other
 value added products of Sugar such as Co-generation and Distillery and
 dividend income received have contributed towards positive side of
 EBIDTA during the year. Sugar divisions sales increased from Rs.
 108887 Lakhs in the year 2009-10 to Rs. 115901 Lakhs in the year
 2010-11 mainly driven by increased Power export and Alcohol sales.
 
 Bio Pesticides divisions sales has increased by 63% to Rs. 5832 Lakhs
 as against sales during 2009-10.  Nutraceuticals divisions sales has
 increased by 17% to Rs. 4393 Lakhs as against sales during 2009-10.
 
 SUGAR
 
 The sugar industry is one of the largest agro based industries,
 supporting Indias economic growth.
 
 The Company has nine sugar plants spread across Southern India of which
 four are in Tamil Nadu, one in Puducherry, and through its
 subsidiaries, three in Karnataka and one in Andhra Pradesh.
 
 The Company has increased the throughput sugarcane capacity to 32500
 TCD and co-generation capacity to 146 MW across its sugar mills. The
 integrated Sugar Units have been designed to optimise process
 efficiencies, increase sugarcane recovery ratio, and increase energy
 efficiency through reduced steam and power consumption.
 
 INVESTMENT In PARRYS SUGAR INDUSTRIES LIMITED (PREVIOUSLY Known As M/s
 GMR INDUSTRIES LTD.)
 
 As part of the growth strategy for the Sugar business, the company
 acquired 65% equity stake in the equity capital of M/s Parrys Sugar
 Industries Ltd. (PSIL) (previously known as M/s GMR Industries Ltd.)
 after complying with all formalities relating to open offer under SEBI
 (Substantial Acquisition of Shares and Takeovers) Regulations 1997 to
 the shareholders of PSIL.
 
 JOINT VENTURE WITH CARGILL ASIA PACIFIC HOLDINGS PTE LIMITED
 
 During the financial year ended 31st March 2011, the Joint Venture
 entity viz. Silkroad Sugar Private Ltd., commenced commercial
 production. However, supply of gas is an area of concern and maximum
 efforts are put in for ensuring continuous supply of gas. With a
 capacity of 2000 tons of refined sugar production per day and with a 35
 MW Co-generation Plant, this refinery will be the largest in the South
 Asian region.
 
 BIO-PRODUCTS
 
 bio-Pesticides
 
 The Bio-Pesticides Division registered revenue of Rs. 5839 Lakhs in the
 year 2010-11 as compared to Rs. 3626 Lakhs in the previous year
 accounting for 4% of the Companys Revenue. PBIT for the year was Rs.
 1151 Lakhs against Rs. 561 Lakhs in 2009-10.
 
 Nutraceuticals
 
 The Nutraceuticals divisions turnover was Rs. 4368 Lakhs for the year
 ended 31st March, 2011 representing 3% of the Companys Revenue. About
 82% of this represents exports.
 
 Nutraceuticals division is planning to leverage the Parry brand into
 the wellness sector in the Indian Nutraceutical market by launching a
 range of OTC products under the Parry brand addressing various health 
 concerns. The products will cover preventive as well as health specific 
 management segments.  Changing lifestyles and increasing health concerns 
 of an aging population, offer an emerging opportunity for the business. 
 As part of this initiative, Nutraceuticals division has launched 
 Protein drink products under the brand Pro9 and Pro9D during the 
 last quarter of the year 2010-11. While the former is for the general
 public, the later is a variant for diabetic segment.
 
 DIVIDEND
 
 During the year, the Company had already paid an interim dividend of
 Rs. 2 (200 %) per equity share of Re. 1 each in March, 2011. The Board
 has not recommended final dividend for the year ended 31st March, 2011.
 
 CORPORATE DEVELOPMENTS SUB DIVISION OF SHARES
 
 In order to further improve liquidity of shares, widen the shareholder
 base and to make the shares affordable for smaller investors, the
 nominal value of equity shares were sub divided from Rs. 2 per share to
 Re. 1 per share with effect from 24th December, 2010 after obtaining
 the approval of shareholders through postal ballot.
 
 INVESTMENT IN US NUTRACEUTICALs LLC
 
 During the year under review, the Company acquired a further 3% stake
 in US Nutraceuticals LLC increasing the stake from 48% to 51% and
 consequently US Nutraceuticals LLC had become a subsidiary of the
 Company.
 
 SALE OF SHARES IN ROCA BATHROOM PRODUCTS PRIVATE LIMITED
 
 During the year, Roca Bathroom Investments S.L. (ROCA S.L.) exercised
 the call option notice for purchasing the balance 64045 equity shares
 held by the Company in Roca Bathroom Products Private Ltd., for a
 consideration of Rs. 22.20 Crore. The Company accepted their above said
 offer and transferred the balance 64045 equity shares of Rs. 10 each to
 ROCA S.L. in March, 2011.  With this transfer, the entire stake in Roca
 Bathroom Products Private Ltd., had been divested.
 
 DELISTING FROM LUXEMBOURG STOCK EXCHANGE – GLOBAL DEPOSITORY RECEIPTS
 (GDRs)
 
 The total number of GDRs listed in Luxembourg Stock Exchange (LSE) was
 less than 0.15% of the share capital of the company. Further, there
 were negligible transactions since October 2005. In view of the
 compliance costs not commensurate with the total GDRs outstanding, the
 Board approved the delisting of GDRs from LSE. The GDRs from LSE have
 been delisted from April 11, 2011.
 
 VOLUNTARY DELISTING OF EQUITY SHARES FROM THE MADRAS STOCK EXCHANGE
 LTD.
 
 During the year ended 31st March, 2010, in accordance with the
 provisions of SEBI (Delisting of Equity Shares) Regulations, 2009, the
 Company had made an application to The Madras Stock Exchange Limited
 for voluntary delisting of its Equity Shares from where the Companys
 Equity Shares are listed and the application is pending.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 Under the Employee Stock Option Scheme (the Scheme) of the Company
 and based on the approval of the shareholders at the Annual General
 Meeting held on 26th July, 2007, the Company had granted 366300 Options
 during the year ended 31st March, 2011.
 
 The details of the Options granted up to 31st March, 2011, and other
 disclosures as required under Clause 12 of the Securities and Exchange
 Board of India (Employee Stock Option Scheme and Employee Stock
 Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this
 Report.
 
 The Companys Statutory Auditors, Messrs. Deloitte, Haskins & Sells,
 have certified that the Scheme had been implemented in accordance with
 the Securities and Exchange Board of India (Employee Stock Option
 Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the
 resolutions passed by the Members in this regard.
 
 SUBSIDIARY COMPANIES
 
 Coromandel International Limited
 
 Coromandel achieved a turnover of Rs. 752795 Lakhs for the year ended
 31st March, 2011 and the profit after tax was Rs. 69446 Lakhs. The
 Companys Board has recommended a final dividend of Rs. 3 per share
 (300%) for the year. With the interim dividend of Rs. 4 per share
 (400%) paid in February, 2011, the total dividend declared by
 Coromandel for the year ended 31st March, 2011 is Rs. 7 per share. (
 700%)
 
 Parrys sugar Industries Limited
 
 Parrys Sugar Industries Ltd., (formerly GMR Industries Ltd.,) a listed
 subsidiary was acquired by EID Parry in August, 2010. The said company
 recorded a revenue of Rs. 29852 Lakhs for the 12 months period ended
 31st March, 2011. After providing for depreciation, interest and
 expenses, the loss after tax was Rs. 6760 Lakhs.
 
 Sadashiva Sugars Limited
 
 The Company recorded a revenue of Rs. 7060 Lakhs for the year ended
 31st March, 2011. The Profit before Depreciation, Interest and Tax
 amounted to
 
 Rs. 787 Lakhs. After providing for depreciation, interest and tax, the
 loss after tax was Rs. 2082 Lakhs.
 
 Parry Infrastructure company Private Limited
 
 During the year under review the company earned an income of Rs. 1378
 Lakhs. After providing for interest, finance cost and other expenditure
 amounting to Rs.1246 Lakhs, the Profit Before Tax was Rs. 132 Lakhs.
 After providing for tax provision of Rs. 44 Lakhs, the Profit after Tax
 was Rs. 88 Lakhs. With the brought forward amount of Rs. 1 lakh, Rs. 89
 Lakhs is carried to Balance sheet.
 
 Parry America Inc.
 
 Parry America Inc. the 100% subsidiary based in US, reported an income
 of US$ 5524 thousands for the year ended 31st March, 2011. The Profit
 After Tax was US$ 245 thousands. With the carried forward profit of US$
 276 thousands for the previous year, the profit carried forward for the
 year was US$ 521 thousands.
 
 Parry Phytoremedies Private Limited
 
 The revenue for the year was Rs. 974 Lakhs. During the year ended 31st
 March, 2011 the company made a loss after tax of Rs. 90 Lakhs.
 
 Parrys sugar Limited
 
 The Company during the year ended 31st March 2011, earned an income of
 Rs. 11 Lakhs. After providing for tax of Rs. 3 Lakhs, the Profit after
 Tax was Rs. 8 Lakhs.  With the brought forward amount of Rs. 9 Lakhs,
 Rs. 17 Lakhs is carried to Balance Sheet.
 
 Parrys Investments Limited
 
 During the year ended 31st March, 2011 the company earned an income of
 Rs. 97 Lakhs and the Profit after Tax was Rs. 92 Lakhs.
 
 Us Nutraceuticals LLC
 
 During the year ended 31st March, 2011, the overseas subsidiary earned
 an income of US$ 12075 thousands and the Loss after Tax was US$ 1703
 thousands .
 
 Coromandel Bathware Limited
 
 In view of the Company suspending its operations with effect from 31st
 March, 2000, the Board of Directors of the Company applied to the
 Registrar of Companies, Tamil Nadu, Chennai for striking off the name
 of the Company under Section 560 of the Companies Act, 1956 under the
 Easy Exit Scheme, 2011 announced by the Ministry of Corporate Affairs,
 Government of India.
 
 The Ministry of Corporate Affairs, Government of India vide their
 letter dated 29th January, 2011 had informed that the name of the
 company had been struck off the Register and dissolved.
 
 SUBSIDIARY ACCOUNTS
 
 In terms of the approval granted by the Central Government u/s 212 (8)
 of the Companies Act, 1956, vide their letter dated 24th January, 2011
 copies of the Balance Sheet, Profit & Loss Account, Reports of the
 Board and the Auditors of all the Subsidiary Companies have not been
 attached to the Balance Sheet of the Company as at 31st March, 2011.
 
 However, as directed by the Central Government, the financial data of
 the subsidiaries have been separately furnished forming part of the
 Annual Report. These documents will also be available for inspection at
 the Registered Office of the Company and the concerned subsidiary
 companies, during working hours up to the date of the Annual General
 Meeting. However, the related detailed information of the Annual
 Accounts of the Subsidiary Companies will be made available to the
 Holding and Subsidiary Companies investors seeking such information at
 any point of time. The Annual Accounts of the Subsidiary Companies will
 also be kept for inspection by the investors at the Registered Office
 of the Company and that of the Subsidiary Companies concerned.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The Consolidated Financial Statements have been prepared by the Company
 in accordance with the applicable Accounting Standards (AS-21, AS-23
 and AS-27) issued by the Institute of Chartered Accountants of India
 and the same together with Auditors Report thereon form part of the
 Annual Report.
 
 DIRECTORS
 
 Mr. K. Raghunandan stepped down from the Board both as the Managing
 Director and also as a Director with effect from 28th January, 2011
 consequent to his movement to the Murugappa Group as Head of IT &
 Technology. The Board places on record its appreciation for the
 services rendered and the valuable contributions made by Mr. K.
 Raghunandan, during his tenure as Managing Director.
 
 Mr. Ravindra S. Singhvi, who joined the Company as the Chief Executive
 Officer in December, 2010 was inducted in the Board as an Additional
 Director of the Company with effect from 29th January, 2011 and also
 appointed as the Managing Director for a period of 5 years with effect
 from 29th January, 2011.
 
 The Company has received a notice from a member proposing the
 appointment of Mr. Ravindra S. Singhvi as a Director of the Company. As
 required under Clause 49 of the Listing Agreement relating to Corporate
 Governance, a brief resume, expertise and details of other
 directorships
 
 of Mr. Ravindra S. Singhvi are provided in the Notice of the Annual
 General Meeting.
 
 Mr. R.A. Savoor and Mr. Anand Narain Bhatia, Directors retire by
 rotation in terms of Articles 102 and 103 of the Articles of
 Association of the Company and being eligible, offer themselves for
 re-appointment. As required under Clause 49 of the Listing Agreement
 relating to Corporate Governance, a brief resume, expertise and details
 of other directorships of Mr. R.A. Savoor and Mr. Anand Narain Bhatia
 are provided in the Notice of the ensuing Annual General Meeting.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Stock
 Exchanges, a Management Discussion and Analysis Report, Corporate
 Governance Report and Auditors Certificate regarding compliance of
 conditions of Corporate Governance forms part of the Annual Report.
 
 CEO/CFO CERTIFICATION
 
 Mr. Ravindra S. Singhvi, Managing Director and Mr. P. Gopalakrishnan,
 Vice President (Finance), have given a certificate to the Board as
 contemplated in Clause 49 of the Listing Agreement.
 
 TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
 
 In terms of Section 205C of the Companies Act, 1956, an amount of Rs.
 9.14 Lakhs being unclaimed dividend, interest on fixed deposit and
 unclaimed deposits etc.  was transferred during the year to the
 Investor Education and Protection Fund established by the Central
 Government.
 
 DEPOSITS
 
 Other than the deposits that were transferred to the Investor Education
 and Protection Fund, there were no other deposits due for repayment on
 or before 31st March, 2011. The Company had discontinued acceptance of
 deposits since July 2003.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that, to the best of their knowledge and belief :
 
 - in the preparation of the Profit & Loss Account for the financial
 year ended 31st March, 2011 and the Balance Sheet as at that date
 (“financial statements”), applicable Accounting Standards have been
 followed;
 
 - appropriate accounting policies have been selected and applied
 consistently and such judgements and
 
 estimates that are reasonable and prudent have been made so as to give
 a true and fair view of the state of affairs of the Company as at the
 end of the financial year and of the profit of the Company for that
 period;
 
 - proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities. To ensure
 this, the Company has established internal control systems, consistent
 with its size and nature of operations. In weighing the assurance
 provided by any such system of internal controls its inherent
 limitations have to be recognised. These systems are reviewed and
 updated on an ongoing basis. Periodic internal audits are conducted to
 provide reasonable assurance of compliance with these systems. The
 Audit Committee meets at regular intervals to review the internal audit
 function;
 
 - proper systems are in place to ensure compliance of all laws
 applicable to the Company;
 
 - the financial statements have been prepared on a going concern basis.
 
 AUDITORS
 
 M/s. Deloitte, Haskins & Sells, Chartered Accountants, Chennai, the
 Companys Statutory Auditors, retire at the conclusion of the
 forthcoming Annual General Meeting and are eligible for re-appointment.
 The Board, on the recommendation of the Audit Committee, has proposed
 
 that M/s. Deloitte Haskins & Sells, Chartered Accountants, Chennai be
 re-appointed as the Statutory Auditors of the Company and to hold
 office till the conclusion of the next Annual General Meeting of the
 Company. M/s. Deloitte Haskins & Sells, Chartered Accountants, Chennai
 have forwarded their certificate to the Company, stating that their
 re-appointment, if made, will be within the limit specified in that
 behalf in Sub-section (1B) of Section 224 of the Companies Act, 1956.
 
 COST AUDITOR
 
 The Company received the approval of the Central Government for
 appointment of Mr. D. Narayanan as Cost Auditor to conduct the cost
 audits for the financial year 2010-11.
 
 PARTICULARS OF EMPLOYEES
 
 Under the provisions of Section 217 (2A) of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rules, 1975 as amended,
 the names and other particulars of employees are set out in the
 Annexure to the Directors Report.
 
 ACKNOWLEDGEMENT
 
 The Directors thank the customers, suppliers, farmers, financial
 institutions, banks and shareholders for their continued support and
 also recognise the contribution made by the employees to the Companys
 progress during the year under review.
 
 
 
 
                                              on behalf of the board
 
 
                                                         A. VELLAYAN 
                                                            Chairman
 
 
 Chennai 
 April 29, 2011
 
 
Source : Dion Global Solutions Limited
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