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
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