MIRA
INFORM REPORT
|
Report Date : |
08.11.2011 |
IDENTIFICATION DETAILS
|
Name : |
ZUARI INDUSTRIES LIMITED |
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Registered
Office : |
Jai Kisaan Bhawan, Zuari Nagar, |
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Country : |
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Financials (as
on) : |
31.03.2011 |
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Date of
Incorporation : |
12.05.1967 |
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Com. Reg. No.: |
24 - 000157 |
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Capital
Investment / Paid-up Capital : |
Rs.294.411 Millions |
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CIN No.: [Company Identification
No.] |
L65921GA1967PLC000157 |
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TAN No.: [Tax Deduction &
Collection Account No.] |
BLRZ00130E |
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Legal Form : |
Public Limited Liability company. The company’s shares are listed on the Stock Exchanges. |
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Line of Business
: |
Manufacturers and Importer of Complex Fertilizers and Agricultural Inputs. |
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No. of Employees
: |
1200 (Approximately) |
RATING & COMMENTS
|
MIRA’s Rating : |
A (60) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
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Maximum Credit Limit : |
USD 42700000 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a well established and a reputed company having fine track.
Financial position of the company appears to be sound. Trade relations are
reported as fair. Business is active. Payments are reported to be regular and
as per commitments. The company can be considered normal for business dealing at usual
trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – September 30, 2011
|
Country Name |
Previous Rating (30.06.2011) |
Current Rating (30.09.2011) |
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|
A1 |
A1 |
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Risk Category |
ECGC Classification |
|
Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
INFORMATION PARTED BY
|
Name : |
Mr. Patil |
|
Designation : |
Finance Head |
|
Contact No.: |
91-832-2592180 |
LOCATIONS
|
Registered Office/ Factory 1 : |
Jai Kisaan Bhawan, Zuarinagar, Goa – 403 726, |
|
Tel. No.: |
91-832-2592180 91-834-2592431/2513815/2555571 – 575 / 2592180 |
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Fax No.: |
91-832-2555462 91-834-2555179/2512231/ 2555462 |
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E-Mail : |
investor_redressal@zuari.co.in |
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Website : |
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Area : |
10000 sq.ft |
|
Location : |
Owned |
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Factory : |
Furniture G-106,
SIDCO Industrial Estate, Kakkalur, Dist. Tiruvallur – 602 003, Tamilnadu,
India |
DIRECTORS
As on 31.03.2011
|
Name : |
Mr. Saroj Kumar Poddar |
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Designation : |
Chairman |
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Name : |
Mr. Suresh Krishnan |
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Designation : |
Managing Director |
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Name : |
Mr. H.S. Bawa |
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Designation : |
Executive Vice Chairman |
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Name : |
Mr. Shyam Bhartia |
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Designation : |
Director |
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Name : |
Mr. Arun Duggal |
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Designation : |
Director |
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Name : |
Mr. D. B. Engineer |
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Designation : |
Director |
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Name : |
Mr. J.N. Godbole |
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Designation : |
Director |
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Name : |
Ms. Jyotsna Poddar |
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Designation : |
Director |
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Name : |
Mr. S. P. Tyagi |
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Designation : |
Director |
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Name : |
Mr. Marco Wadia |
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Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Mr. R. Y. Patil |
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Designation : |
Company Secretary and Chief General Manager |
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Name : |
Mr. L. M.
Chandrasekaran |
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Designation : |
Vice President |
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Name : |
Mr. Naveen Kapoor |
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Designation : |
President Agri -
Business |
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Name : |
Mr. Binayak Datta |
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Designation : |
Vice President |
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Name : |
Mr. D. P. Sinha |
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Designation : |
Vice President |
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Name : |
Crawford Bayley and Company, Mumbai Khaitan and Company, Kolkata |
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Designation : |
Legal Advisers |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 30.09.2011
|
Names of Shareholders |
No.
of Shares |
Percentage
of Holding |
|
(A) Shareholding of Promoter and Promoter Group |
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|
|
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|
181027 |
0.61 |
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|
9458596 |
32.13 |
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|
9639623 |
32.74 |
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|
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|
479750 |
1.63 |
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|
479750 |
1.63 |
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Total shareholding of Promoter and Promoter Group (A) |
10119373 |
34.37 |
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(B) Public Shareholding |
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|
|
|
|
|
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|
3603398 |
12.24 |
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|
5640 |
0.02 |
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|
2433344 |
8.27 |
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|
2355030 |
8.31 |
|
|
217 |
-- |
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|
217 |
-- |
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|
8488997 |
28.83 |
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|
|
|
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|
1061252 |
3.60 |
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|
|
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|
2639039 |
8.96 |
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|
7131943 |
24.22 |
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|
50089 |
0.18 |
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|
65927 |
0.22 |
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|
7012450 |
23.82 |
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|
1477 |
0.01 |
|
|
10832234 |
36.79 |
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Total Public shareholding (B) |
19321231 |
65.63 |
|
Total (A)+(B) |
29440604 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
- |
- |
|
|
- |
- |
|
|
- |
- |
|
|
- |
- |
|
Total (A)+(B)+(C) |
29440604 |
100.00 |
(1) Indian
Individuals / Hindu Undivided Family
Any OtherBUSINESS DETAILS
|
Line of Business : |
Manufacturers and Importer of Complex Fertilizers and Agricultural Inputs. |
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Products : |
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PRODUCTION STATUS AS ON 31.03.2011
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Particulars |
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Quantitative
information in respect of goods manufactured and Sold: |
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i) Licensed
Capacity |
|
NA |
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ii) Installed
capacity (as certified by the Managing Director and
relied on by the auditors, this being a technical matter): Ammonia (as
reassessed by FICC)
per day urea (as
reassessed by FICC) per day |
|
700 1210 |
|
Compound
fertilizers of the Grades: N.P.K. Plant A Various Grades of
Phosphatic Fertilisers per day N.P.K. Plant B Various Grades of
Phosphatic Fertilisers
per day Argon(SM3)
SM3 Per day |
|
1100 1100 6600 |
|
iii) Production: Ammonia (for
Capative consumption ) Urea Compound
fertilizers of the grades: 18:46:0 10:26:26 12:32:36 20:20:0 SSP |
|
229548 397854* 151687 350772 158367 -- 26191 |
|
Pesticides (on
job basis from outside parties) Ltr
Kgs |
|
22773196 3601356 |
GENERAL INFORMATION
|
No. of Employees : |
1200 (Approximately) |
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Bankers : |
· State Bank of India · HDFC Bank Limited · Corporation Bank · Canara Bank · IDBI Bank · ICICI Bank |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
S. R. Batliboi and Company Chartered Accountant |
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Address : |
Gurgaon, Hariyana, India |
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Memberships : |
Confederation of Indian Industry |
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Associates: |
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Subsidiaries : |
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Joint Ventures of the Company : |
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Wholly Owned Subsidiaries : |
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CAPITAL STRUCTURE
As on 31.03.2011
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
35750000 |
Equity Shares |
Rs.10/- each |
Rs.357.500 Millions |
|
10000000 |
Redeemable Cumulative Preference Shares |
Rs.100/- each |
Rs.1000.000 Millions |
|
|
|
|
|
Issued :
|
No. of Shares |
Type |
Value |
Amount |
|
29451168 |
Equity Shares |
Rs.10/- each |
Rs.294.512
Millions |
|
|
|
|
|
|
|
|
|
|
Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
29440604 |
Equity Shares |
Rs.10/- each |
Rs.294.406
Millions |
|
|
Add : Forfeited Shares |
|
Rs.0.005
Millions |
|
|
|
|
|
|
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Total |
|
Rs.294.411 Millions |
Note : Of the above 4813332 Equity Shares have been
issued as fully paid-up for consideration other than cash.
FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
294.411 |
294.411 |
294.411 |
|
|
2] Share Application Money |
0.000 |
0.000 |
0.000 |
|
|
3] Reserves & Surplus |
11909.510 |
10394.219 |
8979.607 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
12203.921 |
10688.630 |
9274.018 |
|
|
LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
5705.871 |
6027.891 |
2322.856 |
|
|
2] Unsecured Loans |
4013.498 |
4797.427 |
874.660 |
|
|
TOTAL BORROWING |
9719.369 |
10825.318 |
3197.516 |
|
|
DEFERRED TAX LIABILITIES |
44.996 |
1.290 |
176.804 |
|
|
|
|
|
|
|
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TOTAL |
21968.286 |
21515.238 |
12648.338 |
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|
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APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
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|
FIXED ASSETS [Net Block] |
1698.362 |
1634.085 |
1593.598 |
|
|
Capital work-in-progress |
560.422 |
264.803 |
102.222 |
|
|
|
|
|
|
|
|
INVESTMENT |
5208.761 |
10465.274 |
7194.219 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
7177.568
|
3786.987
|
5345.166
|
|
|
Sundry Debtors |
7647.272
|
6182.842
|
10798.415
|
|
|
Cash & Bank Balances |
2866.406
|
569.236
|
3189.675
|
|
|
Other Current Assets |
2123.413
|
4070.156
|
4732.959
|
|
|
Loans & Advances |
2633.561
|
1302.503
|
2263.908
|
|
Total
Current Assets |
22448.220
|
15911.724
|
26330.123
|
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Sundry Creditors |
4851.924
|
3943.269
|
6174.652
|
|
|
Current Liabilities |
2598.073
|
2297.323
|
16065.584
|
|
|
Provisions |
497.482
|
520.056
|
331.588
|
|
Total
Current Liabilities |
7947.479
|
6760.648
|
22571.824
|
|
|
Net Current Assets |
14500.741
|
9151.076
|
3758.299
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
21968.286 |
21515.238 |
12648.338 |
|
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
|
|
SALES |
|
|
|
|
|
|
|
Income |
55228.279 |
42775.455 |
60905.994 |
|
|
|
Other Income |
799.676 |
1027.121 |
946.419 |
|
|
|
TOTAL (A) |
56027.955 |
43802.576 |
61852.413 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Manufacturing Expenses |
30034.349 |
25932.133 |
37595.339 |
|
|
|
Purchases of finished goods for resale |
25156.539 |
13753.552 |
23550.414 |
|
|
|
Increase/ (Decrease) in finished goods |
(2153.990) |
1553.323 |
(1331.638) |
|
|
|
TOTAL (B) |
53036.898 |
41239.008 |
59814.115 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
2991.057 |
2563.568 |
2038.298 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
383.194 |
172.117 |
606.564 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
2607.863 |
2391.451 |
1431.734 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
213.387 |
195.076 |
177.512 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE
TAX (E-F) (G) |
2394.476 |
2196.375 |
1254.222 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
725.723 |
626.765 |
321.377 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
1668.753 |
1569.610 |
932.845 |
|
|
|
|
|
|
|
|
|
Add |
PREVIOUS
YEARS’ BALANCE BROUGHT FORWARD |
6221.407 |
5306.795 |
4977.282 |
|
|
|
|
|
|
|
|
|
Less |
APPROPRIATIONS |
|
|
|
|
|
|
|
Transfer to General Reserve |
1500.000 |
500.000 |
500.000 |
|
|
|
Proposed Dividend on equity shares |
132.483 |
132.483 |
88.322 |
|
|
|
Corporate Dividend Tax Thereon |
20.980 |
22.515 |
15.010 |
|
|
BALANCE CARRIED
TO THE B/S |
6236.697 |
6221.407 |
5306.795 |
|
|
|
|
|
|
|
|
|
|
EARNINGS IN
FOREIGN CURRENCY |
|
|
|
|
|
|
|
Consideration on cancellation of material purchase contract |
67.829 |
0.000 |
0.000 |
|
|
TOTAL EARNINGS |
67.829 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
Raw Materials |
13007.901 |
11427.376 |
20342.909 |
|
|
|
Spare Parts |
7.784 |
23.889 |
12.462 |
|
|
|
Capital Goods |
33.602 |
39.467 |
1.800 |
|
|
|
Traded Goods |
21303.293 |
11957.508 |
19722.590 |
|
|
TOTAL IMPORTS |
34352.580 |
23448.240 |
40079.761 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
|
|
|
|
|
|
- Basic |
56.68 |
53.31 |
31.69 |
|
|
|
- Diluted |
56.68 |
53.31 |
31.69 |
|
QUARTERLY RESULTS
|
PARTICULARS |
|
|
30.06.2011 (1st
Quarter) |
|
|
|
|
UnAudited |
|
Net Sales |
|
|
11241.700 |
|
Total Expenditure |
|
|
10762.900 |
|
PBIDT (Excl OI) |
|
|
478.800 |
|
Other Income |
|
|
147.500 |
|
Operating Profit |
|
|
626.300 |
|
Interest |
|
|
98.200 |
|
Exceptional Items |
|
|
0.000 |
|
PBDT |
|
|
528.100 |
|
Depreciation |
|
|
58.200 |
|
Profit Before Tax |
|
|
469.900 |
|
Tax |
|
|
145.300 |
|
Profit After Tax |
|
|
324.600 |
|
Extraordinary Items |
|
|
0.000 |
|
Prior Period Expenses |
|
|
0.000 |
|
Other Adjustments |
|
|
0.000 |
|
Net Profit |
|
|
324.600 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2011 |
31.03.2010 |
31.03.2009 |
|
PAT / Total Income |
(%) |
2.98
|
3.58
|
1.51
|
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
4.33
|
5.13
|
2.06
|
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
9.91
|
12.51
|
15.83
|
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.19
|
0.20
|
0.14
|
|
|
|
|
|
|
|
Debt Equity Ratio (Total Liability/Networth) |
|
1.45
|
1.64
|
2.79
|
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.55
|
2.35
|
1.17
|
LOCAL AGENCY FURTHER INFORMATION
Subsidiary
Companies:
In accordance with
Accounting Standard 21, Consolidated Financial Statements presented by the Company
includes the financial information of its subsidiaries. The Company has
received approval of the Central Government u/s 212(8) of the Companies Act,
1956 exempting the Company from the purview of section 212(8) of the Act.
The Company will
make available these documents/details upon request by any member of the
Company interested in receiving this information. The Annual Accounts of the
Subsidiary Companies will also be kept for inspection by any investor at the
Registered Office of the Company.
Effective 2nd
December, 2010 the name of Zuari Developers Limited, a wholly owned subsidiary
of the Company has changed to Adventz Infraworld India Limited and effective
17th January, 2011 the name of Zuari Infrastructure and Developers Limited, a
wholly owned subsidiary of the Company, has changed to Zuari Management
Services Limited. Effective 10th March, 2011 Zuari Holdings Limited, became
wholly owned subsidiary of the Company.
A brief review of
subsidiaries and joint ventures of the Company is given here in below:-
Subsidiaries :
a. Globex Limited :
Globex, an
offshore subsidiary Company was established at Jebel Ali Free Zone on 9th
August, 2009. The Company was established with a view to carry out General
Trading in fertilizers and commodities and investment in properties/ Companies,
property development, etc.
b. Gulbarga Cement Limited (GCL) :
Gulbarga Cement
Limited, a wholly owned subsidiary of the Company holds limestone Mining Lease
of 989.89 hectares at Ferozabad in Gulbarga District of Karnataka. The Company
has acquired 986 acres of land for setting up Cement Plant of 3.230 Million
tonnes per annum and coal based Power Plant of 50 MW and in the process of
acquiring remaining land for the project.
c. Indian Furniture Products Limited (IFPL):
IFPL, a wholly
owned subsidiary of the Company, is engaged in manufacturing of
Ready-To-Assemble (RTA) furniture of international quality at its
state-of-the-art plant at Kakkalur near Chennai. The Plant is highly automated
and is CNC (Computer Numeric Control) operated. The factory has a floor area of
225,000 sq.ft. and has capacity to produce 200,000 units of furniture annually.
The company has been awarded with ISO 9001:2000 by TUV Suddeutschland
accredited by TUV, Germany. The Company has achieved a turnover of Rs.1232.900
Millions during the current financial year, an increase of 28% as compared to
the previous year. The mass distribution channel under ‘Zuari’ brand has grown
up by 42% and the momentum is expected to be carried out in next few years. The
major portion of IFPL production is supplied to Style Spa Furniture Limited
(SSFL) which has also shown a growth of 20% during the current year. A new
product line set up in the factory during the year, has yielded good results. A
plan has been worked out for debottlenecking the operations in the plant,
replacement of old machinery and creating additional warehouse space which will
entail an investment of Rs.140.000 Millions. This is expected to increase
production by 10% and productivity by 12%. Emphasis is on leapfrogging the
institutional business and also entering into kitchen segment.
SSFL has entered
into Franchise Agreement with Chateau d’Ax for premium and luxury segment of
furniture business.
d. Simon India Limited (SIL) :
SIL, a wholly owned
subsidiary of thier Company, is engaged in Engineering Procurement and
Construction (EPC) activities and has achieved a turnover of Rs.1667.900
Millions during the current financial year 2010-11. SIL has an order book of
Rs.1588.800 Millions and is currently executing several major projects in India
and overseas.
The major Projects
under execution are as follows:
1. Ammonia
abatement and Flare System Project for SABIC in Saudi Arabia
2. Phosphoric Acid
storage tanks with associated facilities project for Paradeep Phosphates
Limited, Orissa
3. Final
Absorption Tower and associated facilities for Hindustan Zinc Limited (Vedanta
Group) at Chanderiya, Rajasthan
4. Energy Recovery
Project for Sulphuric Acid Plant for IFFCO Paradeep.
SIL is also
bidding for several other projects in India and overseas.
e. Adventz Infraworld India Limited (AIIL):
Adventz Infraworld
India Limited, (formerly known as Zuari Developers Limited), a wholly owned subsidiary
of thier Company is engaged in the business of real estate. AIIL is currently,
in the process of development of approximately 73 acres of land at Hulikeri,
Srirangapatnam Taluk, Mandya District, Karnataka, for Company’s Zuari Garden
City Project.
f. Zuari Fertilisers and Chemicals Limited (ZFCL) :
Zuari Fertilisers
and Chemicals Limited (ZFCL) is a wholly owned subsidiary of thier Company. The
Company is in the process of obtaining various approvals from State and Central
Governments for setting up 12 lakhs MTPA of Urea manufacturing plant, based on
the Liquified Natural Gas (LNG), at Mastihole Village, Hukkeri Taluka in
Belgaum District of Karnataka. The change in the location from Biranholi
Village to Mastihole Village was approved by the State High Level Clearance
Committee (SHLCC), Government of Karnataka. The Company is in the process of
acquisition of land for the said project.
g. Zuari Management Services Limited (ZMSL):
Zuari Management
Services Limited (ZMSL) [formerly known as Zuari Infrastructure and Developers
Limited], a wholly owned subsidiary of thier Company is engaged in management
consultancy business.
h. Zuari Holdings Limited :
Zuari Holdings
Limited (ZHL), a wholly owned subsidiary of thier Company, is set up to carry
on business of investment, holding of investment and as investment Company,
having its registered office at Jai Kisaan Bhawan, Zuarinagar, Goa.
i. Zuari Investments Limited :
Zuari Investments
Limited, a subsidiary of the Company, is a member of both National Stock
Exchange (NSE) and Bombay Stock Exchange (BSE) for equity as well as Future and
Option (FandO) segment. It is a depository participant with National Securities
Depository Limited (NSDL), Central Depository Services Limited (CDSL), National
Commodity Derivative Exchange Limited (NCDEX), Multi Commodity Exchange Limited
(MCX) and National Spot Exchange Limited (NSEL). Besides being empanelled with
Association of Mutual Fund of India (AMFI) for distribution of Mutual Fund
products, the company is also a Dealer of OTC Exchange of India (OTCEI) and a
Category-II Registrar and Share Transfer Agent registered with Securities and
Exchange Board of India (SEBI). The Company has corporate office in Delhi and
20 branches in different parts of India.
The three subsidiaries
of Zuari Investments Limited are :-
i. Zuari Insurance Brokers Limited :
The Company is a
Licensed Direct Insurance Broker for Life and Non-life segment registered with
Insurance Regulatory and Development Authority (IRDA).
ii. Zuari Commodity Trading Limited :
The Company has
become a member of National Commodity Derivative Exchange Limited (NCDEX) and
Multi Commodity Exchange Limited (MCX). The Trading activity has started in all
the branches during the quarter ended March 2011.
iii. Zuari Financial Services Limited :
The Company was
incorporated with an object to provide financial services. It has submitted
application to Reserve Bank of India (RBI) for registration as Non Banking
Finance Company (NBFC). Zuari Investments Limited plans to offer complete
bouquet of financial services and poised for one stop shop for Stock Broking,
Depository Services, Investment Advisory Services, Insurance Broking Services
and Commodity Broking Services.
j. Zuari Seeds Limited (ZSL) :
ZSL, a wholly
owned subsidiary of the Company, is engaged in RandD, production and marketing
of hybrid seeds. The Company has achieved a turnover of Rs.409.600 Millions
during the current financial year. Despite seasonal aberrations, by controlling
both variable costs and fixed costs effectively, company is back on to the
stability track. As informed earlier, out of the total Hybrid cotton seed
market in India the BGII technology based hybrids occupy almost 95% of the
market share. These Hybrids are getting commercialized in Kharif 2011.
The Company has
initiated trading activities in association with group companies. Vegetable
seeds portfolio is also being strengthened with the introduction of Hybrid
Bhendi with resistance to Yellow Vein Mosaic virus. A high value Tomato Hybrid
was launched during the year which has given encouraging results.
A high value
tomato hybrid – Shivani which was launched during previous year has shown good
results and the Company is in the
process of sealing up the volumes.
Joint Ventures:
a. Zuari Maroc
Phosphates Limited (ZMPL) :
Zuari Maroc
Phosphates Limited (ZMPL), a 50:50 joint venture with Maroc Phosphore S.A.,
Morocco, was established as Special Purpose Vehicle (SPV) for acquisition of
Paradeep Phosphates Limited (PPL). At present, the Company is holding 80.45% of
the equity stake in PPL. PPL’s sales and operating revenue including subsidy
and other income for the year 2010-11 was Rs.36306.400 Millions as compared to
the previous year Rs.31692.700 Millions.
PPL continues to
increase its market share in its marketing areas. The sale of own fertilizers
and traded fertilizers for the year 2010-11 was 11,68,592 MT and 2,77,492 MT
respectively.
b. Zuari Indian
Oiltanking Limited (ZIOL) :
Zuari Indian
Oiltanking Limited (ZIOL) a 50:50 joint venture between Zuari Industries
Limited and IOT Infrastructure and Energy Services Limited has a
state-of-the-art terminalling facility for petroleum products namely Naphtha,
Motor Spirit, High Speed Diesel and Superior Kerosene. The Terminal at Goa with
71000 KL tankage is situated 85 M above sea level with a 14 KM long piggable
pipeline from Mormugao
Harbour, Goa.
The Company
provides terminalling services to Zuari Industries Limited, Hindustan Petroleum
and Bharat Petroleum. In the year 2010-11, the terminal has achieved a
throughput of 6,57,356 KL @15 degree.
c. Zuari Rotem
Speciality Fertilisers Limited (ZRSFL) :
Zuari Rotem
Speciality Fertilisers Limited, a 50:50 joint venture with Rotem Amfert Negev
Limited, Israel, has commenced regular production from 14/08/2010 at its plant
at Baramati in Pune District of Maharashtra. The Plant is fully automatic and
works on PLC Scada and has manufacturing capacity of 24000 MT per annum on two
shift basis with different NPK blends.
Presently, the
plant is operating on one shift and producing 19:19:19 Grade under brand name
“Poorna – 19”. Introduction of new Water Soluble Fertilisers (WSF) grades with
distinct advantages in India is being worked out. Trials are being conducted in
different Universities which are mandatory for introducing new grades.
The Company
imported WSF products – 3401 MT, MAP – 565 MT and MKP – 161 MT for trading
activity.
Withdrawl of
Scheme of Amalgamation:
Thier Board of
Directors decided to withdraw the Scheme of Amalgamation of Gobind Sugar Mills
Limited (GSML)
with the Company,
which was pending for sanction before Hon’ble High Court of Bombay at Goa. The
withdrawal was in view of change in the business/economic environment in
relation to the Company’s operation resulting from deregulation of the
fertilizer sector and to focus on its core business.
MANAGEMENT DISCUSSION AND ANALYSIS
The Board of
Directors is pleased to present the business analysis and outlook for Zuari
Industries Limited (ZIL) based on the current Government policies and market
conditions. The Company’s business is manufacture and sale of fertilisers and
trading in agri inputs including pesticides.
(i) The Global Economic Backdrop:
The world economy
has recovered from the financial crisis and the recession that followed earlier
than was being expected. There are positive trends in employment and growth
except for occasional spike observed in some of the Mediterranean and PIGS
Economies.
In the latest
World Economic Outlook (WEO) the IMF upgraded its estimated Global Growth from
4.8% to 5.0%.
Emerging Economies
have by and large been the major drivers of this remarkable recovery.
With the initial
de-stocking phases in the post recession now over, consumption has regained
strength and the recovery has shown signs of self sustenance.
On the Capital
Side there are healthy pre-recession-level inflows in practically all of the
emerging economies. However overall growth has to pick up further and
unemployment though seemingly under control has yet to solidify.
The consumer
prices are on the upswing. The IMF Projections on Consumer Price Indices for
Emerging and Developing Economies have forecast an increase of 6.9% in 2011 and
5.3% in 2012. The overall commodity price indices rose by 32% from the middle
of 2010 to February 2011.
LIBOR on both
Dollars and Euro Deposits also are up.
The Inflation is
writ on the world economy in varying degrees in varying regions.
There are concerns
on the food front and on the oil front arising from the social unrest in the
middle-east and in the North Africa and this could be an undoing in itself to
the impressive gains referred to above.
(ii) The World Agriculture and Food Scenario:
Global food
outputs are expected to recover quickly from the recent supply shocks with
increased global acreage and from normal weather conditions predicted. There
are favourable harvest prospects in 2011.
However increased
consumption even with effects of de-stocking will certainly put pressure on
prices.
Regarding
medium-term prospects for key commodities, genuine resource scarcity concerns
are now widespread. A gradual, significant downshift in oil supply trend growth
is quite possible but might present only a limited drag on
annual global growth
of less than Ľ percent in the medium term. This relatively small effect
reflects the small share of oil in overall economic production and consumption
and the scope to adjust production and consumption to rising prices over the
long term. However, given low (and falling) short term supply and demand
elasticity, such a trend could also bring abrupt price changes that could have
very damaging short-term effects on economic activity.
Given the
improvement in financial markets, buoyant activity in many emerging and
developing economies, and growing confidence in advanced economies, economic
prospects for 2011-12 are good, notwithstanding new volatility caused by fears
about disruptions in oil supply.
However, the
economic activity is projected to pick up from the recent dip, with global
growth reaching about 4˝ percent during 2011-12. Real GDP is expected to expand
by about 2˝ percent in advanced economies and by 6˝ percent in emerging and
developing economies. This entails a modest slowdown relative to the growth
rates reached in 2010.
Leading indicators
already show evidence of a pickup in growth following the inventory-led
rundown. After stagnating during much of the fall, industrial production has
begun to regain speed, reflected in the return of manufacturing purchasing
managers indices (PMIs) to more expansionary levels. Service sector PMIs
suggest that the recovery is now broadening to this large part of the global
economy. Retail sales are going strong in emerging market economies and have
bounced back in advanced economies, led by the United States. At the same time,
the impact of recent oil price hikes is expected to be relatively limited.
On the agriculture
side, The USDA has released its Prospective Plantings Report. U.S growers are
expected to plant 92.2 million acres of corn (+5% from 2010), 76.6 million
acres of soybeans (-1% from 2010) and 58 million acres of wheat (+8% from
2010). The ranges for market expectations were: 91.0-92.6 million acres for
corn, 75.0- 78.5 million acres for soybeans and 56.0-58.4 million acres for
wheat.
U.S. wheat stocks
at March 1, 2011, were 1.4 million bushels (+68 thousand from March’10).
Current USDA projections of U.S. wheat stocks for the 2011 marketing-year
ending June 1 are 843 million bushels (133 million bushels lower than 2010).
This implies an accelerated drawdown of U.S. wheat between March 1 and June 1,
2011. Given the late juncture in the crop year, Middle East unrest and the
situation in Japan, these expectations may not be met and ending stocks could
be revised upward.
Wheat prices have
come off from highs of around $9/bushel in February, which may suggest that
this risk has already been discounted. While the easing of wheat prices can
indirectly impact corn if feed demand shifts, it would appear that U.S. closing
corn stocks for 2011-12 may not surpass the crucial 1 billion bushel level and
corn prices should remain healthy. Regionally, lower wheat prices have a larger
effect on grower sentiment and fertilizer demand in Europe versus North
America, where fertilizer application is largely driven by corn plantings.
The Reading from
this is that demand will be high on global fertilisers causing price pressures
but availability of fertilizers have been and are expected to continue to be
stable ensuring adequate supplies during the year. The big picture points to a
favourable economic environment for this industry in general.
(iii) The India Picture:
The Indian Economy
has grown by around 8.6% during the year and the projections released by the
Government
show a growth of
9% next year. However the growth of agriculture and allied sectors is still a
critical factor in the overall performance of the Indian economy.
As per the 2010-11
advance estimates released by the Central Statistics Office (CSO) on
07.02.2011, the agriculture and allied sector accounted for 14.2 per cent of
the gross domestic product (GDP), at constant 2004- 05 prices. However the
share in GDP of Agriculture is stagnating in fact slowly reducing over the
years and this remains a key concern.
With a good
monsoon last year and a negative growth rate in the previous year the growth in
the current year is expected to be around 5%. However with a plan target of
average 4% per year the task before the Country for the year 2011-12 is 8.5%.
The production of food grains for the year 2010-11 is estimated at 232 million
tons. Inflation is a major cause for concern and the follow on actions of a
high interest regime will stand in the way for a smooth uphill journey for this
Country’s Economy.
In the Fertiliser
Sector, the production of Urea was around 215 million tons for the year against
211 million tons last year a marginal increase of 2%. Production of DAP was
constrained by availabilities in Raw Materials and intermediaries and the
production came down from 42 million tons to around 40 million tons and that of
complex grades increased from 80 million tons to 92 million tons around a 15%
growth.
(iv) The Outlooks:
Early Projections
reveal that real GDP will grow by 8.8 per cent during the fiscal.
The agriculture
sector is projected to grow by 3.8 per cent, the industrial sector by 9.4 per
cent and the services sector by 9.9 per cent.
Foodgrain
production is projected to grow by 3.7 per cent and touch a record 236.9 million
tonnes, assuming that
the monsoon does
not play spoilsport. The growth will be powered by higher output of rice and
wheat. This is expected to bring more income in the hands of the farming
community. The growth in industrial production will be driven by a rise in
consumption and investment demand. Consumption demand, in turn, will be driven
by a rise in corporate wages, fresh employment generation and lower inflation.
Compared year-on-year, Corporate India is expected to spend 14.7 per cent more
on salaries and wages in 2011-12. This implies that there will be more money in
the hands of urban consumers as well.
Investment demand
is expected to be buoyant because more and more projects are moving into the
implementation stage. Projects cumulatively valued at Rs.8000000.000 Millions
are scheduled to be commissioned in 2011-12, as compared to Rs.360000000.000in
2010-11. The largest contribution to these capacity additions will come from
the power sector.
Consumer spending
is back on track as purchasing power has increased. Private Final Consumption
Expenditure (PFCE) is estimated to have grown by 8.6 per cent in 2010-11,
compared to 4.3 per cent in the preceding fiscal.
(v) The New Policy Initiatives:
Fertiliser Industry,
Plant Nutrients and Plant Protection solutions have consistently played a
significant role in the development of the agricultural sector. In India, the
per hectare consumption of fertilizers in nutrient terms has been increasing.
There have been
major policy initiatives in the fertilizer sector during the year. The
nutrient-based subsidy scheme for Phosphatics and Potassic Fertilisers was
introduced with effect from 1st April 2010. Under the nutrient based subsidy
scheme (NBS), Government now pays a fixed subsidy per kg of nutrients N, P, K
and S contained in P and K fertilizers and have laid down a rate per ton of
fertilizers. This has been fixed keeping in view the international prices,
local demand and soil requirements.
Maximum retail
prices (MRPs) of the decontrolled PandK fertilizers have been kept open and
companies are free to announce their MRPs.
A uniform freight
subsidy policy has been announced under which rail freight is paid on actual
and road freight on a normative average district lead. These policy initiatives
have pulled the industry out of its erstwhile protective shields resulting in
efficiency, quality and reliability as the major priorities for the industry.
This Company
reiterates its support to the Policy and in its opinion it is a step towards
free markets, competitions and quality of efficient, mature and responsible
operations. The Policies in respect of investments in Urea Manufacturing
facilities are still awaited.
However, the
Investments in Fertiliser Plants have been accorded “Investments in
Infrastructure Facilities” Status for the purposes of claiming investment
linked incentives in the Tax Laws. This is a very positive step and is in
response to a long standing demand from the Industry.
In line with
preparatory actions for implementation of GST, Fertilisers have been made
excisable at the rate of 1% from 28th of March this year. This will put
pressures on the farm gate prices of fertilisers. However the market has
reacted positively to this and thier Company has been able to recover the
incidence fully at the market place.
(vi) The Fertiliser Bonds :
The Government
bought back at the end of the year Fertiliser Bonds it had issued during the
periods 07-08 and 08-09 at discounts around 12 to 14%. The Government has
indicated its willingness to share a significant part of this loss which will
greatly smoothen cash flow situation of the industry.
Future Outlook :
Company has
received the green signal from Government of Karnataka to go ahead with the
Rs.50000.000 Millions gas based urea plant in the state with annual capacity of
1.2 million tonnes. The Company has started the process of acquiring land in
Belgaum district, bordering Maharashtra and Goa. The plant will be in the
vicinity of Dabhol – Bangalore gas pipeline and is expected to be commissioned
by 2015-16. The Company is also in the process of land acquisition near Karwar,
in Uttar Kannada district of Karnataka for building phosphate and customized
fertiliser plant at estimated investment of Rs.7000.000 Millions. The company
has already completed the necessary overhauling and hardware jobs form
feedstock changeover from naphtha to LNG in its plant at Zuarinagar, Goa. With
availability of gas through a separate 120 km pipeline from Belgaum, the plant
is expected to be converted to gas as feedstock by 2012. Following revamp,
phosphate production capacity of Goa plant would rise to 1 million tonnes a
year from current level of 0.8 million tonnes. Commissioning of new Urea plant
in Belgaum and revamp of existing plant at Goa will give a major boost to
Zuari’s market share, particularly in its primary market.
Operating results
of the Company:
Urea production
during the year was 397,854 MT while actual despatches for the year was 399,300
MT. In NPK Plant ‘A’, 205,716 MT of Samarth (10:26:26), 45,959 MT of Samrat
(18:46:0) and 73,010 MT of Sampatti (12:32:16) grades were produced, totalling
to 324,685 MT. In NPK Plant ‘B’, 105,728 MT of Samrat (18:46:0), 85,357 MT of
Sampatti (12:32:16) and 145,056 MT of Samarth (10:26:26) grades were produced,
totalling to 336,141 MT.
Argon Recovery
Unit remained under shutdown throughout the year due to unremunerative market
conditions.
CONTINGENT
LIABILITIES NOT PROVIDED FOR :
(Rs. In Millions)
|
PARTICULARS |
31.03.2011 |
31.03.2010 |
|
A. Demand
Notices received from Sales Tax authorities * |
|
|
|
i) Demand notice
from Karnataka Sales Tax Authorities (VAT) for levying penalty on
Professional tax for the years 2005-06 to 2008-09. The Company has filed appeal
before Joint Commissioner of Commercial Taxes (Appeals), Bangalore, against
the same. (The Company has deposited Rs.212.800 Millions against the same
which is appearing in the schedule of Loans and Advances). |
425.600 |
425.600 |
|
ii) Demand notice
from Maharashtra Sales Tax Authorities in respect of Sales tax Assessment for
the year 2004-05. The Company has applied for cancellation of assessment
order under the Bombay Sales Act 1959. |
0.000 |
130.61 |
|
B. Demand raised
by Excise Authorities on Service Tax matters * |
|
|
|
Demand notice
from Service Tax Authorities towards Service Tax under Goods Transport Agency
Services for the period 2006-07 to 2009-10. (The Company has deposited Rs.1.000
Millions against the same which is appearing in the schedule of Loans
and Advances). |
941.000 |
768.700 |
* Based on
discussions with the solicitors/ favourable decisions in similar cases/ legal opinions
taken by the Company, the management believes that the Company has a good
chance of success in above mentioned cases and hence, no provision there
against is considered necessary.
FIXED ASSETS
·
Land (Freehold)
·
Buildings
·
Railway Siding
·
Plant and Machinery
·
Vehicles
·
Furniture, Fittings and Office Equipments
·
Computer Softwares
BUSINESS DESCRIPTION
Subject
is an India-based company The Company is engaged in the manufacture, sale and trading
of fertilizers, seeds and pesticides. It primarily operates in India and caters
to the needs of the domestic market. It produces a range of fertilizers of
various grades. It also manufactures urea for crop use. All products are
marketed under the brand Jai Kisaan. Its products portfolio consists of
fertilizers, fungicides, herbicides, specialty fertilizers, micronutrients,
insecticide and organic manure. Effective August 9, 2009, Globex Limited became
wholly owned subsidiary of the Company and effective January 29, 2010, Zuari
Fertilizers and Chemicals Limited, became wholly owned subsidiary of the
Company. On September 10, 2009, Zuari Investments Limited, a subsidiary of the
Company acquired 100% in Zuari Holdings Limited making it a wholly owned subsidiary.
In March 2011, the Company acquired Zuari Holdings Limited For the fiscal year
ended 31 March 2010, Zuari Industries Limited's revenue decreased 31% to
RS63.62B. Net income decreased 16% to RS2.54B. Revenue reflect a decrease in
income from fertilizer segment and lower other operating income. Net income was
partially offset by a decrease in purchase of traded goods, a decrease in
consumption of raw materials and decreased interest costs. The Company engaged
in manufacture of fertilizers.
MORE BUSINESS DESCRIPTION
Manufacture and distribution of ammonia, fertilisers, pesticides and urea and the marketing of seeds. Also engaged in the production of sugar and molasses.
BOARD OF DIRECTORS
Mr. Harbachan Singh Bawa (Executive Vices
Chairman, Managing Director, Executive Director)
Mr. Harbachan Singh Bawa is Executive Vice Chairman of the Board. He served as Managing Director of the Company till January 21, 2011. He is the Vice-Chairman of Chambal Fertilisers and Chemicals Limited since January 1990. Mr. Bawa started his career with Bahrain Petroleum Company, Bahrain after getting his Masters degree in 1955. In 1957, he joined ESSO India (now Hindustan Petroleum Corporation Limited) in the Technical Department at the Bombay Refinery. During his long tenure with ESSO, he held several key positions in the Company including Crude Oil Supply and Distribution Manager, General Manager of the two refineries i.e. Fuels Refinery and Lube Oil Refinery. He also was seconded by ESSO India to ESSO Indonesia and ESSO Philippines on long assignments. In 1979, He joined Zuari Industries Limited (formerly Zuari Agro Chemicals Limited) in Goa as the Executive President.
Shri. Saroj Kumar Poddar (Non-Executive Chairman of
the Board)
Shri. Saroj Kumar
Poddar is Non-Executive Chairman of the Board. Mr. Saroj Kumar Poddar is a gold
medalist in B. Com (Hons) from Calcutta University, is the Chairman of Poddar
Heritage Enterprises. Under Mr. Poddar, the group has promoted various new
projects including several joint ventures with top international corporations.
The most notable of these ventures are Gillette India Limited — a joint venture
with the Gillette Company of U.S.A., Indian Furniture Products Limited — a
joint venture with Seribo of France (now wholly owned) and Hettich India
Private Limited — a joint venture with the Hettich Group of Germany. Mr. Poddar
is the Chairman of Arevo T and D India Limited, Zuari Cement Limited, Chambal
Infrastructure Ventures Limited, Simon India Limited, and Co-Chairman of
Chambal Fertilizers and Chemicals Limited, and Zuori Industries Limited, Vice
Chairman of Texmaco Limited. He is also on the Board of Essar Shipping Limited,
Lionel India Limited, Poddar Heritage Investments Limited, Bengal Foodpark
Limited. Internationally, Mr. Poddar is on the Board of Gillette Management
Inc. Boston. He is also on the Advisory Board of M/s N M Rothschild and Sons
(India) Private Limited. His other directorships include Gillette India
Limited, Simon India Limited, Areva 1andD India Limited, Zuari Cement Limited,
Indian Furniture Products Limited, Texmaco Limited, Chambol Fertilisers and
Chemicals Limited, Poddar Heritage Investments Limited, Essar Shipping Limited,
Lionel India Limited, Chambal Infrastructure Ventures Limited and Bengal Food
Park Limited.
Shri. Shyam Sunder Bhartia (Non-Executive Director)
Shri. Shyam Sunder
Bhartia is Non-Executive Director. He is the Chairman and Managing Director of
Jubilant Organosys Limited He is professionally qualified from the Institute of
Cost and Works Accountants of India (ICWAI) and is a fellow member of ICWAI. He
has substantial experience in the Indian chemicals, foods, infrastructure, oil
and gas and informotion technology sectors. He is a Director on the boards
several top Indian and foreign companies. Mr. Shyam S. Bhartia has also served
as a Director on the Board of Directors of Air India, and as a member of the
Boards of Governors of Indian Institute of Management, Ahmedabad, and the
Indian Institute of Technology, Mumbai. Currently, he is a Member of Executive
Committee of the Federation of Indian Chamber of Commerce and Industry (FICCI).
Shri. Arun Duggal (Non-Executive Independent
Director)
Shri. Arun Duggal
is Non-Executive Independent Director. Mr. Duggal is a Senior Advisor to TPG Capital,
a Private Equity firm headquartered in San Francisco. He is an experienced
international Banker and has advised companies and financial institutions on
Financial Strategy, MandA and Capital Raising. He is a Senior Advisor of Credit
Asia Capital, Singapore. He is Chairman of Board of Directors of Shriram
Capital, Shriram Transport Finance Company, Shriram Properties, Shriram City
Union Finance, and Shriram EPC. He is also Chairman of Bellwether Microfinance
Fund and is Vice Chairman of International Asset Reconstruction Company. He is
Vice Chairman of Indian Venture Capital Association. He was erstwhile Chairman
of the American Chamber of Commerce, India He was on the Board of Governors of
the National Institute of Bank Management. Mr. Duggal is involved in several
initiatives in social and education sectors. He is a Trustee of Centre for
Civil Society, New Delhi, which focuses on improving the quality and access of
education to students especially for the poor. He teaches a course on Venture
Capital and Private Equity at the Indian Institute of Management, Ahmedabad as
a visiting Professor. Mr. Duggal had a 26 years career with Bank of America,
mostly in the U. S., Hong Kong and Japan. His last assignment was as Chief
Executive of Bank of America in India from 1998 to 2001. From 2001 to 2003 he
was Chief Financial Officer of HCL Technologies, India. He is a Mechanical
Engineer from the Indian Institute of Technology, Delhi, Mr. Duggal holds an
MBA from the Indian Institute of Management, Ahmedabad.
Shri. Dadi B. Engineer (Non-Executive
Independent Director)
Shri. Dadi B. Engineer is Non-Executive Independent Director. He is B.A. (Hons.) LLB. He is a Solicitor and Advocate, Bombay High Court, Senior Partner of Crawford Bayley and Company, Solicitors and Advocates, standing in the legal profession for about 53 years. He is also Chairman/Director of number of public and private companies. During the course of legal practice, he has dealt with many facets of Corporate, Civil, Revenue and Criminal Law. He has considerable background and experience of legal and financial matters pertaining to corporates.
Shri. J. N. Godbole (Non-Executive Independent
Director)
Shri. J. N.
Godbole is Non-Executive Independent Director. He is a Chemical Engineer from
IIT-Powai with qualifications in Financial Management from Bajaj Institute of
Management Studies, University of Bombay. Mr. Godbole has 37 years of
diversified experience ranging from Production-in-Charge in a private sector
SSI, Development banker with Industrial Development Bank of India (IDBI), the
apex term lending Development Bank of the Government of India to Advisor to
State Government of Sabah in Malaysia. In IDBI, Mr. Godbole served in various
departments including Project Finance, Venture capital, Rehabilitation of sick
units and various capacities from Junior Officer to Executive Director and
finally functioned as the Chairman and Managing Director. Currently, Mr.
Godbole is an independent Director in Companies engaged in the fields of
cement, textiles, sugar, power sector and paper.
Mr. N. Suresh Krishnan (Managing Director,
Additional Director)
Mr. N. Suresh Krishnan is Managing Director, Additional Director. He holds B.E (Hons.), MSc. Mr. Suresh Krishnan holds directorships in Zuari Maroc Phosphates Limited, Zuari Management Services Limited, Zuari Indian Oiltanking Limited, Zuari Investments Limited, Zuari Seeds Limited, Indian Furniture Products Limited, Zuari Rotem Speciality Fertilizers Limited, Adventz Infraworld India Limited, Gulbarga Cement Limited, Zuari Fertilisers and Chemicals Limited, Zuari Holdings Limited, Adventz Industries India Limited and Globex Limited.
Mrs. Jyotsna Poddar
(Non-Executive Director)
Mrs. Jyotsna Poddar is Non-Executive Director, since 15th May, 2009.
Mrs. Jyotsna Poddar, a Psychology Honors student from Loreto House, Kolkata, is
the Chairperson of Lionel India Limited. She is actively involved in providing
strategic direction to the Companies. Mrs. Poddar, an active social worker, is
involved with the Missionaries of Charity, which provides free medical
facilities to the economically disadvantaged. Mrs. Poddar has a passion for
cricket. She was a member of the Reliance World Cup Organizing Committee. jŁ
She is also a Director of Poddar Heritage Enterprises and Chairperson and
Managing Director of Gobind Sugar Mills Limited, one of India's primary sugar
manufacturing Companies. Mrs. Jyotsna Poddar, holds directorship in Gobind
Sugar Mills Limited, Sangha Shr-ee Investment and Trading Company Limited,
Poddar Heritage Investments Limited, Yashovardhan Investment and Trading
Company Limited, Lionel Edwards Limited, Nilgiri Plantations Limited, Ronson
Traders Limited, Lionel India Limited, Syndak Teatech Limited, Abhishek
Holdings Private Limited and Nexus Mercahtiles Private Limited
Mr. S. P Tyagi (Non-Executive Independent Director)
Mr. S. P Tyagi is Non-Executive Independent Director. He retired in
March, 2007 and is recipient of three Presidential Awards of Param Vishist Seva
Medal, Ati Vishist Seva Medal and Vayu Sena Medal, for his exemplary leadership
and distinguished service for the nation of highest order. Air Chief
Marshal(Retd.) Tyagi, a veteran fighter pilot flew combat missions during both
the 1965 and 1971 India-Pakistan wars and climbed the career ladder holding
many key commands. He is a visionary with domain on application of India's
aerospace power in both the 'hard power' and 'soft power' scenarios and the
related imperatives for growth and development of indigenous defence industry.
Air Chief Marshal (Retd.(Tyagi, provided vital operational inputs for evolving
futuristic strategies,, research and development foundation and human-capital
base for manufacture of aircraft, weapons systems, unmanned aerial vehicles,
electronic warfare - systems, missiles and military space sub-systems. He has
been a powerful votary of the new initiatives for an enhance role for the
private sector in defence production at a time when the recently-promulgated
offsets-policies could be effectively leveraged for such a policy objective.
Mr. Marco Philippus Ardeshir Wadia
(Non-Executive Independent Director)
Mr.
Marco Philippus Ardeshir Wadia is Non-Executive Independent Director. Mr. Marco
Wadia is BA. (Hans.) L.L.B. and is a practicing Advocate since 1986,
specializing In corporate matters and since 1’ January 2001 is a partner in the
firm, Crawford Bayley and Company, Mumbai. His other directorships include GMAC
Financial Services India Limited, Chambal Fertilisers and Chemicals Limited,
Johnson and Johnson Limited, Jost’s Engineering Company Limited, Simon India
Limited, Stovec Industries Limited, Zuari Maroc Phoshates Limited and Paradeep
Phosphates Limited.
PRESS RELEASE
Zuari
Industries resumes urea production
India, Nov. 02 -- Zuari Industries has restarted production of Urea at its Urea and Ammonia Plants as pipeline of Zuari Indian Oiltanking has been repaired.Earlier on August 19, 2011, a major fire broke out due to leakage in pipeline carrying feedstock near Mangor Hill at Vasco-da-Gama, Goa. The fire had occurred due to excavation work being carried out by the contractor of National Highway Authority of India damaged the underground naphtha pipeline, owned by joint venture of the company namely, Zuari Indian Oiltanking (ZIOL).Recently, the company's complex fertilizer plant resumed the production of phosphatic after recommencement of raw materials receiving at the Mormugoa port. Zuari Industries, part of the K.K. Birla Group, was incorporated as Zuari Agro Chemicals to manufacture urea and complex fertilizers. The company forayed into various business areas such as cement, furniture, hybrid seeds, engineering consultancy, financial services, and oil tanking through a route of subsidiaries and joint ventures.
Zuari Industries Ltd Announces
Withdrawal Of Scheme Of Amalgamation
Zuari Industries Ltd announced
that as previously announced about the approval by its Board of Directors of a
scheme of amalgamation of Gobind Sugar Mills Ltd (GSML), with and into the
Company under Sections 391 to 394 of the Companies Act, 1956 . The Board while
discussing the status of the Scheme pending before the Hon'ble High Court of
Bombay at Goa, discussed the developments in the sugar and fertilizer
industries in India and decided to consider the option and validity of
withdrawal of the Scheme if the Board is so inclined and sought legal advice in
relation to the same during the course of the meeting. On receipt of the legal
advice before the meeting had concluded, the Board has decided to withdraw the
petition pending before the Hon'ble High Court of Bombay at Goa for sanction of
the Scheme. The decision to withdraw the Scheme has been taken by the Board in
view: (i) the change in circumstances and business environment in light of
subsequent deregulation of the Company; fertilizer business, and (ii)
uncertainty resulting from considerable delay of more than a year in sanction
of the Scheme and risk of litigation due to pending objections to the Scheme
before the Hon'ble High Court of Bombay at Goa. The proposed objectives and
rationale for undertaking the Scheme are therefore no longer valid and the
synergies sought to be realized pursuant to the Scheme are no longer envisaged
by the Company.
Resumption
of Urea Production
India, Nov. 02 -- With reference to the earlier announcements dated August 22, 2011 and August 30, 2011, Zuari Industries Ltd has now informed BSE that the production of Urea has resumed.The Petroleum pipeline of Zuari Indian Oiltanking Limited has since been repaired and it has become operational.
Saldanha
urges government to set up power plant in Goa
Panaji, Oct. 29 -- Former Goa Tourism Minister Matanhy Saldanha today lashed out at the Digambar Kamat government for its failure to identify the state s needs and pointed out that the government has not even considered using the gas pipeline being laid by Gas Authority of India Ltd, in Goa for the benefit of the people. He alleged that the gas pipeline is being laid only to help the industry and more particularly the Zuari Industries Ltd, which in the past has caused irreparable damage to the state s environment besides also creating slums in Goa. Mr Saldanha, in a statement, said people will be adversely affected by the pipeline as it passes through cultivated fields in many places. The government could have really used the pipeline to benefit the people by using it to set up a gas-based power generating plant in the state as we are facing a power shortage at the moment as stated by the Power Minister Aleixo Sequeira . Mr Saldanha suggested that the government set up a power plant of 1000 MW capacity which would not only cater to the present requirement of the state but also the expected increase in power consumption in years to come. The excess power from this plant could be sold as was done earlier, thereby earning revenue for the state. Mr Saldanha also lamented that Mr Kamat is merely giving slogans regarding aam admi (common man) but doing nothing to help the common man. The gas pipeline that is being laid here by the Gas Authority of India Limited is not for the common man but only for the industries and more particularly the Zuari Industries Ltd, he alleged. He urged the government to at least now take immediate steps to set up a gas-based power plant in Goa so that Goans do not have to live with power shutdowns. UNI SRN PR AE HT1500.
Merger of OSI International Limited with Globalware Holdings Limited
India, Oct. 17 -- With reference to the earlier announcement dated September 07, 2011, Zuari Industries Ltd has now informed BSE that the Company have now received intimation from Globalware Holdings Limited that OSI Limited (Now OSI International Limited), a foreign shareholder, has completed its merger with Globalware Holdings Limited, an overseas Company (which is a part of the promoter group).
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
1] INFORMATION ON DESIGNATED
PARTY
No records exist designating subject or any of its beneficial owners,
controlling shareholders or senior officers as terrorist or terrorist
organization or whom notice had been received that all financial transactions
involving their assets have been blocked or convicted, found guilty or against
whom a judgement or order had been entered in a proceedings for violating
money-laundering, anti-corruption or bribery or international economic or
anti-terrorism sanction laws or whose assets were seized, blocked, frozen or
ordered forfeited for violation of money laundering or international
anti-terrorism laws.
2] Court Declaration :
No records exist to suggest that subject is
or was the subject of any formal or informal allegations, prosecutions or other
official proceeding for making any prohibited payments or other improper
payments to government officials for engaging in prohibited transactions or
with designated parties.
3] Asset Declaration :
No records exist to suggest that the property or assets of the subject
are derived from criminal conduct or a prohibited transaction.
4] Record on Financial
Crime :
Charges or conviction
registered against subject: None
5] Records on Violation of
Anti-Corruption Laws :
Charges or
investigation registered against subject: None
6] Records on Int’l
Anti-Money Laundering Laws/Standards :
Charges or
investigation registered against subject: None
7] Criminal Records
No
available information exist that suggest that subject or any of its principals
have been formally charged or convicted by a competent governmental authority
for any financial crime or under any formal investigation by a competent
government authority for any violation of anti-corruption laws or international
anti-money laundering laws or standard.
8] Affiliation with
Government :
No record
exists to suggest that any director or indirect owners, controlling
shareholders, director, officer or employee of the company is a government
official or a family member or close business associate of a Government
official.
9] Compensation Package :
Our market
survey revealed that the amount of compensation sought by the subject is fair
and reasonable and comparable to compensation paid to others for similar
services.
10] Press Report :
No press reports / filings exists on
the subject.
CORPORATE GOVERNANCE
MIRA INFORM as part of its Due Diligence do provide comments on
Corporate Governance to identify management and governance. These factors often
have been predictive and in some cases have created vulnerabilities to credit
deterioration.
Our Governance Assessment focuses principally on the interactions
between a company’s management, its Board of Directors, Shareholders and other
financial stakeholders.
CONTRAVENTION
Subject is not known to have contravened any existing local laws,
regulations or policies that prohibit, restrict or otherwise affect the terms
and conditions that could be included in the agreement with the subject.
FOREIGN EXCHANGE RATES
|
Currency |
Unit
|
Indian Rupees |
|
US Dollar |
1 |
Rs.49.08 |
|
|
1 |
Rs.78.65 |
|
Euro |
1 |
Rs.67.79 |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
7 |
|
PAID-UP CAPITAL |
1~10 |
6 |
|
OPERATING SCALE |
1~10 |
7 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
7 |
|
--PROFITABILIRY |
1~10 |
7 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
7 |
|
--CREDIT LINES |
1~10 |
7 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
YES |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
60 |
This score serves as a reference to assess SC’s credit risk
and to set the amount of credit to be extended. It is calculated from a composite
of weighted scores obtained from each of the major sections of this report. The
assessed factors and their relative weights (as indicated through %) are as
follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend
(10%) Operational
size (10%)
RATING EXPLANATIONS
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
|
71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
|
56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
|
11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
|
<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
|
- |
NB |
New Business |
- |
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.