MIRA INFORM REPORT

Report Date :

09.08.2013

IDENTIFICATION DETAILS

Name :	ZUARI AGRO CHEMICALS LIMITED (w.e.f. 28.09.2012)
Formerly Known As :	ZUARI HOLDINGS LIMITED
Registered Office :	Jai Kissan Bhawan, Zuarinagar, Goa – 403726
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	10.09.2009
Com. Reg. No.:	24-006177
Capital Investment / Paid-up Capital :	Rs.420.580 Millions
CIN No.: [Company Identification No.]	U65910GA2009PLC006177
TAN No.: [Tax Deduction & Collection Account No.]	BLRZ11011A
PAN No.: [Permanent Account No.]	AAACZ3924H
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	The Subject is engaged in the manufacture, sale and trading of fertilisers and seeds.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 31300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a part of K K Birla Group. It is a well established and reputed company having a good track record. There appears slight dip in the profitability during 2013. However, general financial position seems to be good. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered for normal business dealings 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 – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	A (Long Term Fund Based)
Rating Explanation	Having adequate degree of safety regarding timely servicing of financial obligation it carry low credit risk.
Date	November 2012

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office/ Factory :	Jai Kissan Bhawan, Zuarinagar, Goa – 403726, India
Tel. No.:	91-832-2592180/ 2592181
Fax No.:	91-832-2555462/ 2555279
E-Mail :	ryp@zuari.co.in anandu.nayal@zuari_avantz.com
Website :	http://www.zuari.in

DIRECTORS

As on: 07.08.2012

Name :	Saroj Kumar Poddar
Designation :	Additional Director
Date of Birth/Age :	15.09.1945
Qualification :	B.Com (Hons)
Date of Appointment :	07.08.2012
DIN No.:	00008654
Name :	Mr. Narayanan Suresh Krishnan
Designation :	Managing Director
Address :	Flat No.105, Four Seasons, No.16, Burnton Road, Bangalore, Bangalore – 560025, Karnataka, India
Date of Birth/Age :	03.06.1964
Qualification :	B.E. (Hons), M. Sc
Date of Appointment :	01.04.2012
DIN No.:	00021965
Name :	Mr. Arun Duggal
Designation :	Additional Director
Address :	A-4, West End, New Delhi – 110 021, India
Date of Birth/Age :	01.10.1946
Date of Appointment :	07.08.2012
DIN No.:	00024262
Name :	Mr. Jayant Narayan Godbole
Designation :	Additional Director
Date of Birth/Age :	17.02.1945
Qualification :	B.E. (Chemical Engineer)
Date of Appointment :	07.08.2012
DIN No.:	00056830
Name :	Mr. Harbachan Singh Bawa
Designation :	Additional Director
Address :	D – 4/18, Krishna Nagar, New Delhi – 110 051, India
Date of Birth/Age :	20.03.1931
Qualification :	M.S. (Chemical Engineering)
Date of Appointment :	07.08.2012
DIN No.:	00244222
Name :	Mr. Marco Philippus Ardeshir Wadia
Designation :	Director
Date of Birth/Age :	30.01.1956
Qualification :	B.A. (Hons), L.L.B
Date of Appointment :	07.08.2012
DIN No.:	00244357
Name :	Mr. Gopal Krishna Pillai
Designation :	Additional Director
Date of Appointment :	30.07.2012
DIN No.:	02340756
Name :	Mr. Akshay Poddar
Designation :	Whole Time Director
Date of Birth/Age :	20.07.1976
Date of Appointment :	01.04.2012
DIN No.:	00008686

KEY EXECUTIVES

Name :	Mr. Ramkrishna Y. Patil
Designation :	Secretary
Address :	B-4 Zuari Residential Colony, Zuarinagar, Vasco Da Gama – 403 726, Goa, India
Date of Birth/Age :	20.07.1958
Date of Appointment :	27.03.2012
PAN No.:	AJWPP4794M
Name :	R. Y. Patil
Designation :	Chief General Manager and Company Secretary
Name :	Mr. Naveen Kapoor
Designation :	President Agri-Business
Name :	Mr. Binayak Datta
Designation :	CFO and Vice President
Name :	V. K. Sinha
Designation :	Vice President-Strategic Planning
Name :	Mr. Swapnil
Designation :	Key Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 30.06.2013

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	181027	0.43
Bodies Corporate	23019682	54.73
Sub Total	23200709	55.16
(2) Foreign
Bodies Corporate	7491750	17.81
Sub Total	7491750	17.81
Total shareholding of Promoter and Promoter Group (A)	30692459	72.98
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	3823661	9.09
Financial Institutions / Banks	4640	0.01
Insurance Companies	2433344	5.79
Foreign Institutional Investors	1352129	3.21
Any Others (Specify)	217	0.00
Foreign Bank	217	0.00
Sub Total	7613991	18.10
(2) Non-Institutions
Bodies Corporate	978978	2.33
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	2364431	5.62
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	341136	0.81
Any Others (Specify)	67011	0.16
Clearing Members	28911	0.07
Non Resident Indians	35285	0.08
Overseas Corporate Bodies	450	0.00
Trusts	2365	0.01
Sub Total	3751556	8.92
Total Public shareholding (B)	11365547	27.02
Total (A)+(B)	42058006	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	42058006	0.00

BUSINESS DETAILS

Line of Business :

The Subject is engaged in the manufacture, sale and trading of fertilisers and seeds.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• State Bank of India, Neville House, J N Heredia Marg, Ballard Estate, Mumbai – 400021, Maharashtra, India
• Corporation Bank, Vasco – da – Gama Branch, Raghunath Apartments, F.L. Gomes Road, P.B. 86, Vasco Da Gama – 403802, Goa, India
• HDFC Bank Limited
• Corporation Bank
• Canara Bank
• ICICI Bank Limited
• IDBI Bank Limited
• HSBC Bank Limited

Facilities :

(Rs. In Millions)

Secured Loan	31.03.2012	31.03.2011
SHORT TERM BORROWINGS
From Banks
Buyers credit (The rate of Interest on buyers credit varies between 1.00% – 3.50%) and are repayable over a period of 180 – 360 days	26400.177	0.000
Total	26400.177	0.000

Notes:

The buyers credit are secured by the first charge by way of hypothecation on the current assets, both present and future, wherever situated pertaining to the Company and the Company’s present and future book debts outstanding, moneys receivable, claims, bills, contracts, engagements, rights and assets.

Banking Relations :	--
Legal Advisers 1:
Name :	Crawford Bayley and Company
Address :	Mumbai, Maharashtra, India
Legal Advisers 2:
Name :	Khaitan and Company
Address :	Kolkata, West Bengal, India
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Address :	Golf View Corporate, Tower B, Sector 42, Gurgaon - 122002, Haryana, India
PAN No. :	AALFS0506L
Holding Company :	Zuari Industries Limited (up to 30th June 2011)
Fellow Subsidiaries :	Indian Furniture Products Limited (up to 30th June 2011 and thereafter as associate) Zuari Seeds Limited (up to 31st May, 2011) Simon India Limited (up to 30th June 2011 and thereafter as associate) Zuari Fertilisers and Chemicals Limited (up to 31st May, 2011) Zuari Management Services Limited (up to 30th June 2011 and thereafter as associate) Adventz Infraworld India Limited (up to 30th June 2011 and thereafter as associate) Gulbarga Cement Limited (up to 30th June 2011 and thereafter as associate) Globex Limited (up to 30th June 2011 and thereafter as associate) Zuari Investments Limited (up to 30th June 2011 and thereafter as associate) Zuari Insurance Brokers Limited – Subsidiary of Zuari Investments Limited (up to 30th June 2011and thereafter as associate) Zuari Commodity Trading Limited – Subsidiary of Zuari Investments Limited (up to 30th June 2011 and thereafter as associate) Zuari Financial Services Limited – Subsidiary of Zuari Investments Limited (up to 30th June 2011 and thereafter as associate)
Enterprise having significant influence :	Zuari Industries Limited
Subsidiaries of the Company :	Zuari Seeds Limited (with effect from 31.05.2011) Zuari Fertilisers and Chemicals Limited (with effect from 31.05.2011)
Joint Ventures of the Company :	Zuari Maroc Phosphates Limited (with effect from 27.06.2011) Paradeep Phosphates Limited – Subsidiary of Zuari Maroc Phosphates Limited Zuari Rotem Speciality Fertilisers Limited (with effect from 31.05.2011)

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
42058006	Equity Shares	Rs.10/- each	Rs.420.580 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12617402	Equity Shares	Rs.10/- each	Rs.126.174 Millions
	Equity Share suspense account		Rs.294.406 Millions
	Total		Rs.420.580 Millions

Equity Share suspense represents 29440604 Equity Shares of Rs.10/ – each to be issued to the shareholders of Zuari Industries Limited consequent to the Scheme of Arrangement and Demerger becoming Operational from effective date, pending allotment.

a. Reconciliation of Shares Outstanding at the beginning and end of the reporting year

PARTICULARS	31st March 2012
	In Numbers	Rs. In Millions
Equity Shares
At the beginning of the year	2000000	20.000
Issued during the year	10617402	106.174
Outstanding at the end of the year	12617402	126.174
Equity Share Suspense Account	29440604	294.406

b. Terms/Rights Attached to equity Shares

The Company has only one class of equity shares having a par value of Rs.10/ - Share. Each share holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year 31st March 2012, the amount of per share dividend recognised for distribution to equity share holders was Rs.3/ -, subject to approval of shareholders (31st March 2011: Nil)

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Shares held by holding company and associates

Out of equity shares issued by the Company, shares held by its holding company and an associate is as below:

(Rs. In Millions)

PARTICULARS	31st March 2012
Zuari Industries Limited, the associate (Previous year holding Company)* 8411601 (31st March 2011:: 2000000 equity shares of Rs.10/ - fully paid)	84.116

* As of 31st March 2012, Company is an associate of Zuari Industries Limited

d. Details of Shareholders holding more than 5% of equity shares in the Company

(Without considering equity shares to be issued as per the Scheme of Arrangement and Demerger

Name of Shareholder	31st March 2012
	No. of Shares held	% Holding in Class
Zuari Industries Limited	8411601	66.67
Zuari Management Services Limited	4205801	33.33
Total	12617402	100.00

As per of the Company including its register of share holders/members and other declarations received from share holders regarding beneficial interest, the above share holding represents both legal and beneficial ownership of shares.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	420.580	20.000
(b) Reserves & Surplus	7425.316	(0.297)
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	7845.896	19.703
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	149.442	0.000
(c) Other long term liabilities	478.115	0.000
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	627.557	0.000
(4) Current Liabilities
(a) Short term borrowings	29650.177	0.000
(b) Trade payables	7461.048	0.030
(c) Other current liabilities	564.766	0.000
(d) Short-term provisions	522.169	0.000
Total Current Liabilities (4)	38198.160	0.030
TOTAL	46671.613	19.733
ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1896.635	0.000
(ii) Intangible Assets	7.377	0.000
(iii) Capital work-in-progress	195.402	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	1974.997	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	981.785	0.000
(e) Other Non-current assets	13.140	0.000
Total Non-Current Assets	5069.336	0.000
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	7216.489	0.000
(c) Trade receivables	29519.804	0.000
(d) Cash and cash equivalents	3325.901	19.733
(e) Short-term loans and advances	1114.155	0.000
(f) Other current assets	425.928	0.000
Total Current Assets	41602.277	19.733
TOTAL	46671.613	19.733

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		0.500
2] Share Application Money		0.000
3] Reserves & Surplus		0.000
4] (Accumulated Losses)		(0.269)
NETWORTH		0.231
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		0.231
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.000
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERRED TAX ASSETS		0.000
OTHER NON-CURRENT ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	0.509
	Other Current Assets	0.000
	Loans & Advances	0.000
Total Current Assets		0.509
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	0.259
	Other Current Liabilities	0.019
	Provisions	0.000
Total Current Liabilities		0.278
Net Current Assets		0.231
MISCELLANEOUS EXPENSES		0.000
TOTAL		0.231

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	61808.773	0.000	0.000
		Other Income	561.161	0.019	0.000
		TOTAL (A)	62369.934	0.019	0.000
Less	EXPENSES
		Cost of raw material consumed	19214.529	0.000	0.000
		Purchase of traded goods	32184.072	0.000	0.000
		Decrease in inventories of finished goods, work-in-progress and traded goods	1452.057	0.000	0.000
		Employee benefits expense	548.017	0.000	0.000
		Administrative selling other expenses	6737.177	0.047	0.269
		TOTAL (B)	60135.852	0.047	0.269
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2234.082	(0.028)	(0.269)
Less	FINANCIAL EXPENSES (D)		551.357	0.000	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1682.725	(0.028)	(0.269)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		180.166	0.000	0.000
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		1502.559	(0.028)	(0.269)
Less	TAX (H)		470.788	0.000	0.000
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		1031.771	(0.028)	(0.269)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(0.297)	(0.269)	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	500.000	0.000	0.000
		Proposed Dividend : 30%	126.174	0.000	0.000
		Tax on dividend (Including Surcharge)	20.468	0.000	0.000
	BALANCE CARRIED TO THE B/S		384.832	(0.297)	(0.269)
	IMPORTS
		Raw Materials	9443.138
		Stores & Spares	55.517
		Capital Goods	1.723
		Traded Goods	28067.134
	TOTAL IMPORTS		37567.512	NA	NA
	Earnings/ (Loss) Per Share (Rs.)		30.97	(0.01)	(5.37)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.65	(147.37)	0.00
Net Profit Margin (PBT/Sales)	(%)	2.43	0.00	0.00
Return on Total Assets (PBT/Total Assets}	(%)	3.38	(0.14)	(52.85)
Return on Investment (ROI) (PBT/Networth)		0.19	0.00	(1.16)
Debt Equity Ratio (Total Debt/Networth)		0.08	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.09	657.77	1.83

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	Yes
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----------------------
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	-----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS:

Stamp No. : - ST Stamp No. :- STA / 1601/ 2013

Case Status :

Pending (Pre-Admitted)

Petitioner :

1. M/S. Zuari Industries Limited

Respondent :

1. Zuari Agro Chemicals Limited Workers Union and 3 Ors

Petitoner Adv. :

ADV. VIJAY A. PALEKAR

District :

South Goa

Bench :

Single

Act :

C.P.C.

Case Stage :

Fresh Case Registration

Application Maters	Connected Maters
STA / 1980 / 2013	No connected matters

This Case is updated on : Saturday, August 03, 2013

UNSECURED LOAN

(Rs. In Millions)

	31.03.2012	31.03.2011
SHORT TERM BORROWINGS
Term loan
11.50% loan from Indian Overseas Bank (Repayable in three equal monthly instalments commencing at the end of 7th, 8th and 9th Month from the date of first availment, viz., 14th January 2012)	3250.000	0.000
Total	3250.000	0.000

BANKERS CHARGES REPORT AS PER REGISTRY:

Corporate identity number (CIN) or foreign company registration number of the company	U65910GA2009PLC006177
Name of the company	ZUARI AGRO CHEMICALS LIMITED
Address of the registered office or of the principal place of business in India of the company	Jai Kissan Bhawan, Zuarinagar, Goa – 403726, India E-mail: ryp@zuari.co.in
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge) Floating charge Others (Current assets, receivables and other movables)
Particular of charge holder	State Bank of India, Neville House, J N Heredia Marg, Ballard Estate, Mumbai – 400021, Maharashtra, India E-mail: lncharyulu.c@sbi.co.in
Nature of instrument creating charge	1. Amended and Restated Working Capital Consortium Agreement dated 8th August, 2012 2. Amended and Restated Joint Deed of Hypothecation dated 8th August, 2012.
Date of instrument Creating the charge	08.08.2012
Amount secured by the charge	Rs.39000.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest As decided from time to time Terms of Repayment On demand Margin As specified in the Agreement Extent and Operation of the charge 100% Others All terms are stated in the Agreement
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Whole of the moveable properties consisting of current assets, book debts, outstanding monies and receivables wherever situated belonging to the company.

MANAGEMENT DISCUSSION AND ANALYSIS

THE GLOBAL ECONOMIC BACKDROP:

The year has been one of uncertainties and disturbances in the International business space.

Euro Area crisis enters “Perilous Phase” – per IMF. Withdrawal of the post meltdown stimuli at the US, various fiscal accommodations at the UK, growths in the advanced economies down by 0.75%, rebuilding efforts on in Japan, political and social issues continuing in the Middle East and North African Countries (MENA) general downscalings at the Brazil, Russia, India, China and South Africa (BRICS) and Latin America (LATAM) altogether contributed to the global scenario of uncertainties.

In major advanced economies, economic growth is modest, especially considering the depth of the recession. In the United States and the euro area, the economy is following a path as weak as that following the recessions of the early 1990s, despite a much deeper fall.

The global recovery is broadly moving at two speeds, with large output gaps in advanced economies and closing or closed gaps in emerging and developing economies.

In advanced economies, investment is recovering with the rebound of industrial production because capital stocks are down and little excess capacity remains. The rebound in production is benefiting from low interest rates, easing financing conditions, and generally healthy corporate balance sheets and profitability.

At the same time, consumption is being spurred by reduced job layoffs, the gradual recovery of employment, and previously postponed purchases of durable goods.

The emerging economies were however still in low ebb.

During the quarter of 2012, there has been modest improvement in the global macroeconomic situation. The recent macroeconomic data for the US economy show some positive signs. In particular, labour market conditions have improved. However, the US Fed expects that economic conditions warrant exceptionally low levels for the federal funds rate at least through late 2014.

The immediate financial market pressures in the euro area have been alleviated to some extent by the European Central Bank (ECB) injecting liquidity of more than one trillion euro through the two long-term refinancing operations. Growth in the euro area, however, turned negative in quarter.

As stated the emerging and developing economies (EDEs) are showing signs of growth slowdown. As a result, the global growth for 2012 and 2013 is expected to be lower than earlier anticipated.

Inflation pressures in both advanced economies and EDEs moderated towards the end of 2011 on account of subdued domestic demand and correction in non-fuel commodity prices. Global crude prices, however, have spiked suddenly reflecting both geo-political concerns and abundant global liquidity, accentuating the risks to growth and inflation.

THE WORLD AGRICULTURE AND FOOD SCENARIO :

During the last year FAO forecast world cereal production at record 2,327 mmt (up by 3.6% than 2010).

Rice and Coarse Grains were up by 3% to 4%

China contributed significantly to the growth.

However due to increased consumption the stock levels at the year end were more or less equal to those of the last year.

THE FERTILISER SCENARIO IN INDIA:

Although there was growth of around 4% in Urea in overall terms the consumption of all fertilizers together registered a fall of around 2% over last year.

Production of Complex Grades was adversely affected as a result of availability of inputs during the earlier part of the year.

FUTURE OUTLOOK:

Recently, Zuari Industries Limited, a holding Company of the Company, in joint venture with Mitsubishi Corporation, acquired a 30% stake in Peruvian mine – Fospac for Rs.2300.000 Millions for assured supply of phosphate rock – the main feedstock for di-ammonium phosphate (DAP). Fospac’s annual rock phosphate production is expected to reach 2.5 million tonnes by 2015, half of which will come to Zuari. The Company’s subsidiary, Zuari Fertilisers and Chemicals Limited is in the process of acquiring land and obtaining environment clearances for its proposed 1.3 million tonne gas-based urea plant at Belgaum in Karnataka, involving an outlay of around Rs.50000.000 Millions. The company would be getting the gas from Petronet LNG’s Dahej terminal. The unit is likely to be commissioned in 2015-16.

With implementation of NBS, company’s complex fertiliser segment is expected to benefit due to margin expansion and lower subsidy receivables. The Company targets to increase its current 2 mn MT sale to over 3.5 mn MT over the next three years.

With host of capital investments over next 3-4 years, led by 1 mn MT NPK plant to be commissioned by FY 2015, debottlenecking of Goa plant from 0.7 mn MT to 1 mn MT by 2013. The Company foresees bright returns on its investments in coming years

CONTINGENT LIABILITIES NOT PROVIDED FOR:

(Rs. In Millions)

Particulars	Year Ended 31st March 2012
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.2.128 Millions against the same which is appearing in the schedule of loans and advances)	4.256
ii) Demand notice from Commercial Tax Department, towards non submission of "F Form" for the year 2007—08. The Company has filed for stay in High Court of Andhra Pradesh.	1.596

* Based on discussions with the solicitors/ favorable 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:

Tangible Assets

• Freehold Land
• Buildings
• Railway Siding
• Plant and Machinery
• Furniture and Fixtures
• Office Equipment
• Vehicles

Intangible Assets

• Software

UNAUDITED FINANCIAL RESULT FOR PERIOD ENDED 30^th JUNE, 2013

(Rs. In Millions)

PART-I		Stand-alone Results
Sr No	Particulars	3 Months Ended 30.06.2013	3 Months Ended 31.03.2013	3 Months Ended 30.06.2012	Year Ended 31.03.2013
		Un Audited	Audited	Un Audited	Audited
1	Income from Operations
	(a) Net Sales/Income from Operations (net of excise duty)	7271.000	10317.900	11767.200	52374.100
	(b) Other Operating Income	25.000	116.400	0.200	306.500
	Total income from operations (net)	7296.000	10434.300	11767.400	52680.600
2	Expenses
	(a) Cost of materials consumed	1280.500	2973.700	3706.100	19629.400
	(b) Purchase of stock-in-trade	8334.200	2513.600	59.937	21651.400
	(c) Changes in inventories of finished goods, work- in- progress and stock-in-trade	(3863.300)	2568.400	(5.259)	640.500
	(d) Employee benefit expense	187.700	126.600	178.600	753.800
	(e) Depreciation and amortisation expense	47.500	91.900	50.600	237.900
	(0 Other expenses	1285.600	1675.700	1832.700	7631.900
	Total expenses	7272.200	9949.900	11235.800	50544.900
3	Profit from operations before other income, finance costs and exceptional items (1-2)	23.800	484.400	531.600	2135.700
4	Other income	116.200	5.300	106.900	272.400
5	Profit from ordinary activities before finance costs and exceptional items (3+ - 4)	140.000	489.700	638.500	2408.100
6	Finance costs	631.600	586.500	554.900	2103.300
7	Profit from ordinary activities after finance costs and before exceptional items (5+ - 6)	(491.600)	(96.800)	83.600	304.800
8	Exceptional items	608.600	--	--	--
9	Profit from ordinary activities before tax (7+ 8)	(1100.200)	(96.800)	83.600	304.800
10	Tax expense	(116.800)	(30.300)	7.400	60.300
11	Net Profit from ordinary activities after tax (9+ - 10)	(983.400)	(66.500)	76.200	244.500
12	Extraordinary items (net of tax expense )	--	--	--	--
13	Net Profit for the period (11+- 12)	(983.400)	(66.500)	76.200	244.500
14	Paid-up equity share capital (face value Rs. 10/-)	42.05	42.05	42.05	42.05
15	Reserve excluding Revaluation Reserve as per balance sheet of previous accounting year.	--	--	--	752.22
16	Earnings per share (before extraordinary items) (of Rs.10/- each ) (not annualised):
	(a) Basic	(23.39)	(1.59)	1.81	5.81
	(b) Diluted	(23.39)	(1.59)	1.81	5.81

UNAUDITED FINANCIAL RESULT FOR PERIOD ENDED 30^th JUNE, 2013

PART II

(Rs. In Millions)

Particulars		3 Months Ended 30.06.2013	3 Months Ended 31.03.2013	3 Months Ended 30.06.2012	Year Ended 31.03.2013
		Un Audited	Audited	Audited	Audited
A	Particulars of Shareholding
1	Public Shareholding
	Number of shares	11365547	12049231	12309231	12049231
	Percentage of shareholding	27.03	28.65	29.27	28.65
2	Promotors and Promoter Group Shareholding
	a) Pledged / Encumbered
	Number of shares	4258767	3162000	--	3162000
	Percentage of shares (as a % of the total shareholding of promoter and promoter group)	13.88	10.54	--	10.54
	Percentage of shares (as a% of the total share capital of the company)	10.13	7.52	--	7.52
	b) Non - encumbered
	Number of shares	26433692	26846775	29748775	26846775
	Percentage of shares (as a % of the total shareholding of promoter and promoter group)	86.12	89.46	--	89.46
	Percentage of shares (as a % of the total share capital of the company)	62.84	63.83	70.73	63.83

	Particulars	Quarter Ended June 30, 2013
B	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	Nil
	Received during the quarter	4
	Disposed of during the quarter	4
	Remaining unresolved at the end of the quarter	Nil

NOTE:

1. Subsidy for Urea has been accounted based on Stage III parameters of the New Pricing Scheme and other adjustments as estimated in accordance with the known Policy parameters in this regard. The stage III of New Pricing Scheme which was operational for the period 1^st October, 2006 to 31^st March, 2010 has been extended on provisional basis till further orders.

2. Tax expenses include / net-off deferred tax charge / (credit). Deferred tax asset of Rs. 25.58 crores has not been created in the absence of taxable profit which is available for setoff against profits in subsequent period.

3. Shutdown of DAP/ Complex fertilizers plants of the Company was undertaken from December 4, 2012. The DAP/ Complex fertiliser plants operations continue to remain suspended and shall start once the market situation improves. However, DAP/ Complex fertilizer plants operated for a period of 19 days during the quarter.

4. Further, Ammonia/Urea plants which were under shutdown from March 24, 2013 onwards for scheduled annual turnaround and due to constraint in availability of water, had commenced production from June 1, 2013.

5. Exceptional items represent foreign exchange variation attributable to the sharp depreciation of rupee in the month of June 2013.

6. Under the provision of Accounting Standard (AS17), the Company operates in the single segment of fertiliser operations and therefore separate segment disclosures have not been given.

7. The auditors of the Company in their report on standalone financial statement for the year ended March 31, 2013, had commented upon non provision for diminution in the value of investment in equity shares of Rs. 14.18 crores and receivable of Rs. 13.35 crores (Rs. 16.05 crores as on June 30, 2013) by way of loans and advances of Zuari Seeds Limited, a wholly owned subsidiary of the Company, whose networth has been fully eroded.

8. In view of strategic long term investment in the said subsidiary and based on its future profitability projections, no provision is required there against.

9. The auditors have conducted limited review of the financial results for the quarter ended 30^th June, 2013. The unaudited financial results have been recommended by the Audit Committee at its meeting held on July 29, 2013 and approved by the Board of Directors at its meeting held on same day.

10. The figures of the last quarter were the balancing figures between audited figures in respect of the full financial year upto 31^st March, 2013 and the unaudited published year to date figures upto 31^st December, 2012, being the date of end of the third quarter of that financial year which were subjected to review by the auditors.

11. Previous period's / year's figures have been regrouped wherever necessary

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No 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.61.11
UK Pound	1	Rs.94.77
Euro	1	Rs.81.54

INFORMATION DETAILS

Report Prepared by :

ANK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		50

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

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.