CONTENTS CORPORATE INFORMATION 1 FINANCIAL HIGHLIGHTS 2 DIRECTOR'S PROFILE 3 NOTICE OF THE TWENTY NINETH ANNUAL GENERAL MEETING 5 DIRECTOR'S REPORT 10 MANAGEMENT DISCUSSION AND ANALYSIS REPORT 17 REPORT ON CORPORATE GOVERNANCE 28 AUDITOR'S REPORT 33 FINANCIAL STATEMENTS 41 CORPORATE INFORMATION BOARD OF DIRECTORS: Ramesh K B Menon M A M Arunachalam C R Rajan (Demised on 20th May 2020) H R Srinivasan V Balaraman (Ceased w.e.f 18th July 2019) M K Bhaskar REGISTERED OFFICE: "Dare House" 2 NSC Bose Road Chennai 600 001 AUDITORS: M/s. Sundaram & Srinivasan Chartered Accountants Chennai BANKERS: HDFC Bank Ltd Kotak Mahindra Bank Yes Bank Limited Axis Bank Limited Annual Report 2019-2020 / 1 FINANCIAL HIGHLIGHTS (` In lacs) Year ended 31st March Operating Results 2016 2017 2018 2019 2020 Sales 12442 15218 13002 15490 23999 Other Income * 995 780 979 1074 1163 Profit before depreciation 880 785 579 603 798 Profit before Tax 406 301 356 246 469 Profit after Tax 398 301 356 179 343 Sources of Funds Paid up share capital 454 429 438 521 521 Reserves 2083 2295 3051 3546 3749 Loan Funds 2004 3246 2540 3039 3137 Net Deferred Tax Liability 25 25 25 79 111 Total 4556 5995 6054 7185 7518 Application of Funds Fixed assets 1356 1956 1896 3297 3180 Investments 7 128 657 155 9 Net Current Assets 3203 3911 3501 3733 4329 Total 4566 5995 6054 7185 7518 * (Including profit on sale of investments / Assets) 2 / Annual Report 2019-2020 DIRECTOR’S PROFILE Mr. Ramesh K B Menon Non-Executive Chairman Mr. Ramesh Menon is a science graduate from Jai Hind College, Mumbai and has completed his post-graduation from XLRI Jamshedpur. He has had a long (over twenty-six years) and distinguished career with Madura Coats. He was the Director-HR of Coats, South Asia. Mr. Ramesh K B Menon took charge as Director-HR of the Murugappa Group on 1st July, 2013. He has joined the Board on 26th October 2015. He is also in the boards of EID Parry (India) Limited, Tube Investments of India Limited, Ambadi Enterprises Limited, Parry Agro Industries Limited, Triumph Electoral Trust and Parry Murray & Company Limited, UK. Mr. M A M Arunachalam Managing Director Mr. M A M Arunachalam is an MBA graduate from the University of Chicago, Alumni of Doon School, Dehradun and 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 the Board of Coromandel Engineering Company Limited, Carborundum Universal Limited, New Ambadi Estates Private Limited and Parry Murray & Company Limited, London. Mr. C R Rajan Non-Executive Director (Demised on 20th May 2020) Mr. C R Rajan is a graduate of Delhi University and an MBA from FMS Delhi University. He joined the board in 2005. He retired in December 2009, from the services of Murugappa Group as the President –Strategy and Ombudsman of the Murugappa group. He is an Adjunct Professor at GLIM and IFMR and teaches International Business at LIBA. He conducted sessions at ISB. He was also in the Regional Council and Southern Zone council of CII and on various national level working groups on WTO. Mr. H R Srinivasan Non-Executive Director Srinivasan H.R., fondly known as Sri, is the Founder & Managing Director of TAKE Solutions – a specialized Life Sciences company. He brings 28 years of global experience in General Management, enterprise and team building. Sri started his career as a Civil Servant in the Government of India. Post that, he successfully held several leadership roles including Executive Director of the Shriram Group, Managing Director of Sembcorp Logistics, Singapore and Managing Director of Temasek Capital, Singapore among others. He has served on both the State and Regional Councils of the Confederation of Indian Industry. He has also served as the Past President of TIE (The Indus Entrepreneurs), Chennai Chapter. In 2008, Sri was conferred with the CII Connect – “Entrepreneur of the Year” and the CII Tamil Nadu “Emerging Entrepreneur” award in 2010. Sri serves on the Boards of several companies – both public and private; and is an active “angel investor”. He is a member of the YPO (Young Presidents Organisation). Annual Report 2019-2020 / 3 Mr. V Balaraman Non-Executive Director (Ceased w.e.f. 18th July 2019) Mr. V Balaraman, a keen Marketer and strong believer in Brand Building, is a consultant for Strategy, Branding and Marketing for Corporates. (Boardroom Advantage Leadership Consulting). He was the Managing Director of M/s. Pond’s India Ltd from 1991 to 1998 and Director- Exports of then, M/ s. Hindustan Lever Ltd, now renamed as M/s. Hindustan Unilever Limited, from 1998 to 2002. He is a Director on the Board of various companies including Mahindra World City Developers Limited, India Nippon Electricals Limited, Mother Dairy Fruit & Vegetable P Ltd and Chairman of Computer Age Management Services Limited. Mr. M.K. Bhaskar Whole time Director Mr. M. K. Bhaskar is a Mechanical Engineer from Karnataka University with over 35 years of experience across varied industrial segments. He has vast experience in various business functions like manufacturing, materials management, project sales, industrial sales and consumer markets. He has worked in leading organizations like Sundaram Clayton Limited and Hitachi Home Life Solutions Limited prior to joining in Parry & Co in the year 2000. He has been heading the General Marketing and Tuflex Division since 2011 and as a business head of Parry Enterprises India Limited since 2015. 4 / Annual Report 2019-2020 NOTICE OF THE TWENTY NINTH ANNUAL GENERAL MEETING NOTICE is hereby given that the Twenty Ninth Annual General Meeting of the members of PARRY ENTERPRISES INDIA LIMITED will be held on, Friday, 17th July, 2020 at 10.00 AM at Circular Hall, Dare House, No. 234, NSC Bose Road, Chennai - 600 001 to transact the following business: Item No.1 – Adoption of Financial Statements. To consider and if deemed fit to pass with or without modification the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited financial statements for the year ended 31st March, 2020 prepared as per IND AS and the Reports of the Board and Auditors thereon be and are hereby considered, approved and adopted.” Item No.2– Confirmation of Payment of Interim Dividend for the financial year 2019-20. To consider and if deemed fit, to pass with or without modification the following resolution as an Ordinary Resolution: “RESOLVED THAT an Interim dividend at the rate of Re. 1/- (10%) per equity share of Rs. 10/- each fully paid as approved by the Board of Directors and paid during the financial year ended 31st March, 2020 be and is hereby confirmed as the final dividend for the financial year 2019-20.” Item No.3– Re-appointment of Mr. Ramesh K B Menon, Director (DIN: 05275821) retiring by rotation as a Director. To consider and if deemed fit, to pass with or without modification the following resolution as an Ordinary resolution: “RESOLVED THAT pursuant to section 152(6) of the Companies Act 2013 and Article 18.15 of the Articles of Association of the Company, Mr. Ramesh K B Menon, Director (DIN: 05275821) who retires by rotation and who being eligible offers himself for re-appointment, be and is hereby re-appointed as a director of the Company.” SPECIAL BUSINESS Item No.4 - Payment of Commission to Non- Whole Time Directors of the Company. To consider and if deemed fit, to pass with or without modification the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of section 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the rules made thereunder as amended from time to time, the directors of the company (Excluding Managing Director/whole time Director) be paid remuneration by way of commission for a period of five financial years commencing from 1st April 2020, not exceeding 1% of the net profits of the Company computed in accordance with the provisions of Section 198 of the Companies Act, 2013 for each financial year. RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to decide from time to time, the quantum and manner of distribution of commission, to one or more Directors within the limit of 1% as prescribed above. RESOLVED FURTHER THAT the aforesaid commission shall be in addition to the fees payable to such Directors for attending the meetings of the Board and Committees thereof. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary, desirable or expedient to give effect to this Resolution. On behalf of the Board Ramesh K B Menon Chennai Chairman 15th June, 2020 (DIN: 05275821) Annual Report 2019-2020 / 5 Notes: 1. A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote instead of him/her on a poll only. A proxy need not be a member of the company. The proxy to be valid shall be deposited at the registered office of the company not later than forty-eight hours before the time for holding the meeting. 2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than 10% of the total share capital of the company carrying voting rights. A member holding more than 10% of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.