MIRA INFORM REPORT

 

 

Report Date :

09.08.2013

 

IDENTIFICATION DETAILS

 

Name :

ZUARI GLOBAL LIMITED (w.e.f.26.06.2012)

 

 

Formerly Known As :

ZUARI INDUSTRIES LIMITED

 

 

Registered Office :

Jai Kisaan Bhawan, Zuarinagar – 403726, Goa

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

12.05.1967

 

 

Com. Reg. No.:

24-000157

 

 

Capital Investment / Paid-up Capital :

Rs.294.411 Millions

 

 

CIN No.:

[Company Identification No.]

L65921GA1967PLC000157

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer of Chemical Fertilizers and Pesticides.

 

 

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 23100000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a part of Adventz Group. It is a well established company having good track record.

 

These appear sharp dip in the sales turnover as well as profit in 2013 due to demerger.

 

However, profit margin of the company is appears to be good in 2013. Trade relations are fair. Business is active. Payments are reported to be regular and as per commitments.

 

The company can be considered for 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 31st, 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

Long Term Funds = A+

Rating Explanation

Adequate degree of safety and low credit risk

Date

14.03.2012

 

Rating Agency Name

ICRA

Rating

Short Term Loan = A1+

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

14.03.2012

 

 

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 Kisaan Bhawan, Zuarinagar – 403726, Goa, India

Tel. No.:

91-832-2592431

Fax No.:

91-832-2555279

E-Mail :

ryp@zuari.co.in

shares@zuari.adventz.com 

investor_redressal@zuari.adventz.com

Website :

http://www.adventz.com

 

 

DIRECTORS

 

AS ON 31.03.2012

 

Name :

Mr. Saroj Kumar Poddar

Designation :

Chairman

 

 

Name :

Mr. H. S. Bawa

Designation :

Executive Vice Chairman

Date of Birth/Age :

81 years

Qualification :

M.S. (CHEM ENGG.) (USA)

Experience :

56 Years

Date of Appointment :

16-04-1979

 

 

Name :

Mr. Suresh Krishnan

Designation :

Managing Director (upto 31st March, 2012)

Date of Birth/Age :

48 Years

Qualification :

B.E (Hons.), M.Sc.

Experience :

26 Years

Date of Appointment :

15.11.2006

 

 

Name :

Mrs. Jyotsna Poddar

Designation :

Director

 

 

Name :

Mr. Shyam Bhartia

Designation :

Director

 

 

Name :

Mr. Arun Duggal

Designation :

Director

 

 

Name :

Mr. D. B. Engineer

Designation :

Director

 

 

Name :

Mr. J. N. Godbole

Designation :

Director

 

 

Name :

Mr. S. P. Tyagi

Designation :

Director

 

 

Name :

Mr. Marco Wadia

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Swapnil Yelgaonkar

Designation :

Company Secretary

 

 

Name :

Mr. Naveen Kapoor

Designation :

President Agri-Business

 

 

Name :

Mr. Binayak Datta

Designation :

Chief Executive Officer and Vice President

 

 

Name :

L. M. Chandrasekaran

Designation :

Vice President – Operations

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.06.2013

 

Category of Shareholder

 

No. of Shares

% of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

http://www.bseindia.com/include/images/clear.gif(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gifIndividuals / Hindu Undivided Family

1171061

3.98

http://www.bseindia.com/include/images/clear.gifBodies Corporate

10001058

33.97

http://www.bseindia.com/include/images/clear.gifSub Total

11172119

37.95

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

7491750

25.45

http://www.bseindia.com/include/images/clear.gifSub Total

7491750

25.45

Total shareholding of Promoter and Promoter Group (A)

18663869

63.39

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

2380349

8.09

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

4640

0.02

http://www.bseindia.com/include/images/clear.gifInsurance Companies

2433344

8.27

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

1265766

4.30

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

217

0.00

http://www.bseindia.com/include/images/clear.gifForeign Bank

217

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

6084316

20.67

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

1066984

3.62

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

3262282

11.08

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

238546

0.81

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

124607

0.42

http://www.bseindia.com/include/images/clear.gifClearing Members

41990

0.14

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

72302

0.25

http://www.bseindia.com/include/images/clear.gifOverseas Corporate Bodies

450

0.00

http://www.bseindia.com/include/images/clear.gifTrusts

9865

0.03

http://www.bseindia.com/include/images/clear.gifSub Total

4692419

15.94

Total Public shareholding (B)

10776735

36.61

Total (A)+(B)

29440604

100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued

 

 

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

Total (A)+(B)+(C)

29440604

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Chemical Fertilizers and Pesticides.

 

 

 

 

Products/ Services :

ITC Code No.

Product Descriptions

310210

Urea

310490

NPK Sampatti Samarth Samrat

 

 

PRODUCTION STATUS (AS ON 31.03.2011)

 

Particulars

Unit

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

700

Urea (as reassessed by FICC)

Per day

1,210

Compound fertilisers of the grades:

 

 

N. P. K. PLANT A

Various Grades of Phosphatic Fertilisers

Per day

1,100

N. P. K. PLANT B

Various Grades of Phosphatic Fertilisers

Per day

1,100

Argon (SM3)

SM3 Per day

6,600

 

 

Particulars

Unit

Actual Production

Ammonia (for captive consumption

 

229548

Urea

 

397854 *

Compound fertilisers of the grades :

 

 

18:46:0

 

151687

10:26:26

 

350772

12:32:16

 

158367

20:20:0

 

--

SSP

 

26191

Pesticides (on job basis from outside parties)

Ltrs.

2277316

 

Kgs.

3601356

 

* Production of urea is recorded on the basis of standard ratio based on ammonia consumed for manufacture of urea.

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

·         State Bank of India

·         HDFC Bank Limited

·         Corporation Bank

 

 

Facilities :

(Rs. In Millions)

Secured Loan

31.03.2012

31.03.2011

 

SHORT TERM BORROWINGS

 

 

Cash credit from Banks

(including 9.50% working capital demand Loan of Rs.1000.000 Millions repayable within 60 days from date of drawdown)

0.000

966.591

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)

0.000

4739.280

Total

0.000

5705.871

 

 

 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S. R. Batliboi and Company

Chartered Accountants

Address :

Gurgaon, Haryana, India

 

 

Legal Advisers :

Crawford Bayley and Company

Mumbai, Maharashtra, India

 

Khaitan and Company,

Kolkata, West Bengal, India

 

 

Joint Ventures :

·         Zuari Indian Oiltanking Limited

·         Zuari Maroc Phosphates Limited (up to 27.06.2011 and thereafter as Associate)

·         Gulbarga Cement Limited (w.e.f 09.09.2011)

·         Paradeep Phosphates Limited - Subsidiary of Zuari Maroc Phosphates Limited to 30.06.2011 and thereafter as Associate)

·         Zuari Rotem Speciality Fertiliser Limited (up to 30.06.2011 and thereafter as Associate)

·         MCA Phosphates Pte Limited (w.e.f 22.12.2011)

 

 

Subsidiaries :

·         Indian Furniture Products Limited

·         Zuari Seeds Limited (up to 30.06.2011 and thereafter as Associate)

·         Simon India Limited

·         Zuari Management Services Limited

·         Adventz Infraworld India Limited

·         Gulbarga Cement Limited (up to 08.09.2011 and thereafter as Joint Venture)

·         Zuari Holdings Limited –(up to 30.06.2011 and thereafter as Associate)

·         Zuari Fertlisers and Chemicals Limited (up to 30/06/2011 and thereafter as Associate)

·         Globex Limited

·         Styles Spa Furniture Limited (w.e.f 27.09.2011)

·         Zuari Investments Limited

·         Zuari Insurance Brokers Limited – Subsidiary of Zuari Investments Limited

·         Zuari Commodity Trading Limited – Subsidiary of Zuari Investments Limited

·         Zuari Financial Services Limited – Subsidiary of Zuari Investments Limited

 

 

Associates :

·         Style Spa Furniture Limited (An associate of a Zuari Investments Limited up to 27.09.2011 and thereafter as Subsidiary)

·         Zuari Holdings Limited (w.e.f 01.07.2011)

·         Zuari Seeds Limited – Subsidiary of Zuari Holdings Limited (w.e.f. 01.07.2011)

·         Zuari Fertlisers and Chemicals Limited – Subsidiary of Zuari Holdings Limited (w.e.f. 01.07.2011)

·         Zuari Rotem Speciality Fertiliser Limited - Joint Venture of Zuari Holdings Limited (w.e.f. 01.07.2011)

·         Zuari Maroc Phosphates Limited Joint Venture of Zuari Holdings Limited (w.e.f. 01.07.2011)

·         Paradeep Phosphates Limited Subsidiary of Joint Venture of Zuari Holdings Limited (w.e.f. 01.07.2011)

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2012

 

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

 

Total

 

Rs. 1357.500 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

1100

Add: Forfeited Shares (amount paid-up) fully paid up

 

Rs. 0.005 Million

 

Total

 

Rs. 294.411 Millions

 

 

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

 

Name of Shareholder

Numbers

Rs. In Millions

At the beginning of the year

29440604

294.406

Issued during the year

--

--

Outstanding at the end of the year

29440604

294.406

 

 

Terms/Rights Attached to equity Shares

 

The Company has only one class of equity shares having a par value of Rs.10/- each. Each share holder of equity shares is entitled to one vote per share. The Company declares and pay dividends 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 recognized for distribution to equity share holders was Rs.2/ –, subject to approval of shareholders (31st March 2011: Rs.4.50/-)

 

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.

 

 

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

 

Name of Shareholder

No. of Shares held

% of Holding

 

OSI Limited / Globalware Trading and Holdings Limited #

7,012,000

23.82

SIL Investment Limited

3,208,000

10.90

Texmaco Limited

2,557,941

8.69

 

# OSI Limited had merged with Globalware Trading and Holdings Limited with effect from September 2011 as per of the Company including its register of share holders/members and other declarations received from shareholders 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

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

 

294.411

294.411

(b) Reserves & Surplus

 

5481.784

11909.509

(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)

 

5776.195

12203.920

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

 

0.000

0.000

(b) Deferred tax liabilities (Net)

 

2.507

44.994

(c) Other long term liabilities

 

0.000

380.254

(d) long-term provisions

 

0.000

0.000

Total Non-current Liabilities (3)

 

2.507

425.248

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

 

0.000

9705.871

(b) Trade payables

 

93.888

6689.225

(c) Other current liabilities

 

362.750

394.016

(d) Short-term provisions

 

347.768

497.483

Total Current Liabilities (4)

 

804.406

17286.595

 

 

 

 

TOTAL

 

6583.108

29915.763

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

 

121.176

1670.751

(ii) Intangible Assets

 

0.000

27.613

(iii) Capital work-in-progress

 

0.000

496.725

(iv) Intangible assets under development

 

0.000

0.000

(b) Non-current Investments

 

4141.537

4708.654

(c) Deferred tax assets (net)

 

0.000

0.000

(d)  Long-term Loan and Advances

 

750.086

601.722

(e) Other Non-current assets

 

1.004

16.759

Total Non-Current Assets

 

5013.803

7522.224

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

 

0.000

500.108

(b) Inventories

 

371.500

7177.568

(c) Trade receivables

 

281.648

7629.142

(d) Cash and cash equivalents

 

138.283

2866.321

(e) Short-term loans and advances

 

732.693

2095.537

(f) Other current assets

 

45.181

2124.863

Total Current Assets

 

1569.305

22393.539

 

 

 

 

TOTAL

 

6583.108

29915.763

 

 

SOURCES OF FUNDS

 

 

 

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

 

 

294.411

2] Share Application Money

 

 

0.000

3] Reserves & Surplus

 

 

10394.219

4] (Accumulated Losses)

 

 

0.000

NETWORTH

 

 

10688.630

LOAN FUNDS

 

 

 

1] Secured Loans

 

 

6027.891

2] Unsecured Loans

 

 

4797.427

TOTAL BORROWING

 

 

10825.318

DEFERRED TAX LIABILITIES

 

 

1.290

 

 

 

 

TOTAL

 

 

21515.238

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

 

 

1634.085

Capital work-in-progress

 

 

264.803

 

 

 

 

INVESTMENT

 

 

10465.274

DEFERREX TAX ASSETS

 

 

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

 
 
3786.987

 

Sundry Debtors

 
 
6182.842

 

Cash & Bank Balances

 
 
569.236

 

Other Current Assets

 
 
4070.156

 

Loans & Advances

 
 
1302.503

Total Current Assets

 
 
15911.724

Less : CURRENT LIABILITIES & PROVISIONS

 
 
 

 

Sundry Creditors

 
 
3943.269

 

Current Liabilities

 
 
2297.323

 

Provisions

 
 
520.056

Total Current Liabilities

 
 
6760.648

Net Current Assets

 
 
9151.076

 

 

 

 

MISCELLANEOUS EXPENSES

 

 

0.000

 

 

 

 

TOTAL

 

 

21515.238

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2012

 

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Revenue from operations

12441.463

55238.788

42775.455

 

 

Other Income

579.327

789.167

1027.121

 

 

TOTAL                                     (A)

13020.790

56027.955

43802.576

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of raw materials consumed

6914.267

22317.258

 

 

Purchase of traded goods

5745.137

25156.538

 

 

 

Increase/ (Decrease) in finished goods

(2664.242)

(2153.991)

 

 

 

Employee benefits expense

263.535

794.675

 

 

 

Other expenses

1972.818

6888.147

 

 

 

TOTAL                                     (B)

12231.515

53002.627

41239.008

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)     (C)

789.275

3025.328

2563.568

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

107.688

417.465

172.117

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

681.587

2607.863

2391.451

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

61.072

213.387

195.076

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                              (G)

620.515

2394.476

2196.375

 

 

 

 

 

Less

TAX                                                                  (H)

144.916

725.723

626.765

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

475.599

1668.753

1569.610

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

6236.697

6221.407

5306.795

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

250.000

1500.000

500.000

 

 

Proposed Dividend on equity shares

58.881

132.483

132.483

 

 

Corporate Dividend Tax Thereon

9.552

20.980

22.515

 

BALANCE CARRIED TO THE B/S

6393.863

6236.697

6221.407

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Consideration on cancellation of material purchase contract

NA

67.829

0.000

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

3377.653

13007.901

11427.376

 

 

Spare Parts

3.277

7.784

23.889

 

 

Capital Goods

0.000

33.602

39.467

 

 

Traded Goods

4571.924

21303.293

11957.508

 

TOTAL IMPORTS

7952.854

34352.580

23448.240

 

 

 

 

 

 

Earnings Per Share (Rs.)

16.15

56.68

53.31

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.09.2012

Unaudited

31.12.2012

Unaudited

31.03.2013

Unaudited

30.06.2013

Unaudited

Types

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Net Sales

428.500

230.100

230.500

183.700

Total Expenditure

442.700

272.900

242.400

199.400

PBIDT (Excl OI)

(14.200)

(42.800)

(11.900)

(15.700)

Other Income

237.200

77.100

33.200

55.600

Operating Profit

223.000

34.300

21.300

39.900

Interest

6.400

0.200

0.000

1.100

Exceptional Items

0.000

0.000

0.00

300.000

PBDT

216.600

34.100

21.300

338.800

Depreciation

0.300

0.300

0.300

0.300

Profit Before Tax

216.300

33.800

21.000

338.500

Tax

31.300

10.800

6.400

17.600

Provisions and contingencies

0.000

0.000

0.000

0.000

Profit After Tax

18.500

23.000

14.600

320.900

Extraordinary Items

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

18.500

23.000

14.600

320.900

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

3.65
2.98
3.58

 

 

 
 
 

Net Profit Margin

(PBT/Sales)

(%)

4.99
4.33
5.13

 

 

 
 
 

Return on Total Assets

(PBT/Total Assets}

(%)

25.41
9.69
12.52

 

 

 
 
 

Return on Investment (ROI)

(PBT/Networth)

 

0.11
0.20
0.21

 

 

 
 
 

Debt Equity Ratio

(Total Debt /Networth)

 

0.00
0.80
1.01

 

 

 
 
 

Current Ratio

(Current Asset/Current Liability)

 

1.95
1.30
2.35

 

 

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

No

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

No

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

 

 

UNSECURED LOANS

Rs. In Millions

Particulars

31.03.2012

31.03.2011

 

SHORT TERM BORROWINGS

 

 

7.75% loan from HDFC Bank Limited

(Repayable within 165 days from date of drawdown)

0.000

1000.000

8.75% loan from Axis Bank Limited

(Repayable within 180 days from date of drawdown)

0.000

3000.000

Total

0.000

4000.000

 

Note:

The cash credit and 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.

 

 

 

CORPORATE INFORMATION

 

The Company is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is the manufacturer of chemical fertilizers. The Company is also into trading business of complex and water soluble fertilisers and seeds. The Company caters to the demand of the Farmers all over the country, through its "Jaikisaan" brand of Fertilisers.

 

 

SCHEME OF ARRANGEMENT AND DEMERGER:

 

With a view to optimize the potential of the various businesses of your Company viz. fertilizers, pesticides, seeds, furniture, engineering, real estate etc. and effectively cater to their management and growth, a Scheme of Arrangement and Demerger was envisaged as a measure of Corporate restructuring, to demerge the Fertiliser undertaking of Zuari Industries Limited (ZIL), into erstwhile subsidiary Zuari Holdings Limited (ZHL). The Scheme provides for allotment of shares of ZHL to the existing shareholders of ZIL in the ratio of 1:1, thereby enabling them to efficiently fulfill their investment objectives through separate holdings. Consequent to the order of the Hon'ble High Court of Bombay at Goa, on 2nd March 2012, the fertilizer undertaking of ZIL has been demerged, effective from 1st July 2011. The financial performance of the Company as given in the Balance Sheet therefore necessarily reflects this change by taking into account the first quarter of full fertiliser operation and only 30% in the subsequent nine months of fiscal 2011-12, which is the extent of ZIL's present stake in ZHL.

 

ZHL has announced dividend of Rs. 3/- per equity share of Rs. 10/- each for the financial year 2011-12 on a share capital of Rs. 420.600 Millions.

 

 

SUBSIDIARIES:

 

GLOBEX LIMITED:

 

Globex, an offshore subsidiary Company was established at Jebel Ali Free Zone on 9th August, 2009. Currently, Globex is engaged in General Trading in fertilizers and commodities.

 

 

INDIAN FURNITURE PRODUCTS LIMITED:

 

The Company's wholly owned subsidiary, Indian Furniture Products Limited (IFPL), 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.

 

IFPL has achieved a turnover of Rs.1520.000 Millions during the current financial year, an increase of 15% as compared to the previous year. The mass distribution channel under 'Zuari' brand has grown by 34% which will continue to be a major growth driver in the coming years. The Style Spa Furniture Limited (SSFL), a major buyer of IFPL sales, had stagnant sales during the year due to general slowdown in the economy which resulted in lower sales for IFPL.

 

During the year, the Company started its activities under a franchise arrangement with Chateau d'Ax of France for premium and luxury range of furniture’s. The company has opened 3 upper end showrooms in 3 metros dealing with this range and the reception and footfalls have been very encouraging.

 

IFPL's factory expansion has been completed by Straight lining machines at an outlay of Rs.80.000 Millions. This is expected to enhance output by 20% and efficiency in operations by 10% during the financial year 2012-13. IFPL has further added leased warehousing space of 100,000 sq ft during the year to take care of its enhanced operations.

 

Some good breakthroughs have been achieved in Institutional business and the company expects substantial leap of business under this segment next year.

 

 

SIMON INDIA LIMITED:

 

Simon India Limited (SIL), a wholly owned subsidiary of the company, is engaged in Engineering, Procurement and Construction (EPC) activities and has achieved a turnover of Rs.1070.000 Millions during the current financial year. SIL is currently executing several major projects in India and Overseas. The project activities of "Ammonia Emission Abatement and New Vent Gas Flare System" for the Saudi Basic Industrial Limited (SABIC) in their four fertilizer plants at Jubail, Saudi Arabia are almost complete.

 

Currently, SIL is executing 600 TPD Granulated SSP Fertilizer Project on EPC basis for Chambal Fertilizers and Chemicals Limited at Gadepan. SIL has also secured another order form Zuari Fertilizers and Chemicals Limited for identical capacity of SSP fertilizer plant proposed at Mahad in Maharashtra. Another order from KIIQ, Qatar for Engineering, Procurement service and Construction Management for Caustic Soda Plant of the capacity 200 TPD was secured by SIL.

 

 

ADVENTZ INFRAWORLD INDIA LIMITED:

 

Adventz Infraworld India Limited, (AIIL), (formerly known as Zuari Developers Limited), a wholly owned subsidiary of the Company is engaged in the business of real estate. AIIL is currently, in the process of development of approx. 73 acres of land at Hulikeri, Srirangapatnam Taluk, Mandya District, Mysore, Karnataka, for Company's "Zuari Garden City" Project. AIIL, represents the group's foray into both commercial and residential properties. The company aims to create world-class yet affordable home and office spaces.

 

Zuari Garden City, the irst-of-its-kind integrated township in Mysore, boasts of exclusive Villas, 2 Club Houses with 100 key spa resort operated by internationally reputed Operator, mall, multiplexes, school, sports complex, numerous parks, health center, large office space, convenience center and temple which creates a self-sustaining habitat. The project effortlessly blends the comforts of city living with the calm of sprawling greenery with spacious, environment friendly, vaastu compliant integrated residential-cum-commercial complex with modern amenities and facilities.

 

All required permissions and approvals are obtained and well renowned architects and contractors are on board having commenced the infrastructure work for the first phase of the project and the whole project is expected to be completed in five years.

 

 

ZUARI MANAGEMENT SERVICES LIMITED:

 

Zuari Management Services Limited, a wholly owned subsidiary of the company, is engaged in the business of rendering management services.

 

ZUARI INVESTMENTS LIMITED:

 

Zuari Investments Limited, (Zuari Investment), a subsidiary of the Company, is a member of both National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for Capital as well as Future and Opton (F and O) 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 on OTC Exchange of India (OTCEI) and a Category-II Registrar and Share Transfer Agent registered with Securities and Exchange Board of India (SEBI). Zuari Investment has 20 branches in different parts of India.

 

The year passed by was quite turbulent for Indian economy as well as for global economy. The slowdown of world economies and unresolved sovereign debt problem of European countries have contributed to bearish sentiments in the financial markets world over. The situation in Indian economy have further worsened due to higher crude prices, uncontrollable inflation, ever rising interest rate, negative industrial output data resulted into slowing down of Indian economy. The policy paralysis and unfolding of scams has further aggravated the already grim scenario. Due to all this the investors are shying away from the capital markets. The volumes are drying up at the exchanges. Most of the investors are investing in safe assets only.

 

Zuari Investment has complete bouquet of financial services and providing one stop shop for Stock Broking, Depository Services, Investment Advisory Services, Insurance Broking Services and Commodity Broking Services through its subsidiaries viz.

 

1.     Zuari Insurance Brokers Limited:

Zuari Insurance Brokers Limited is a Licensed Direct Insurance Broker for Life and Non-life segment registered with Insurance Regulatory and Development Authority (IRDA).

 

2.     Zuari Commodity Trading Limited :

Zuari Commodity Trading Limited has become a member of National Commodity Derivative Exchange Limited (NCDEX) and Multi Commodity Exchange Limited (MCX). The Trading actvity has started in all the branches.

 

3.     Zuari Financial Services Limited:

Zuari Financial Services Limited was incorporated with an object to provide financial services. However, the company is yet to commence its operaton.

 

 

JOINT VENTURES:

 

GULBARGA CEMENT LIMITED:

 

Gulbarga Cement Limited (GCL) holds limestone Mining Lease of 989.89 hectares at Firozabad in Gulbarga District of Karnataka. GCL ceases to be subsidiary of the Company effective from 9th September, 2011, following allotment of shares to Zuari Cement Limited. The Company holds 26% stake in GCL.

 

GCL has acquired 986 acres of land for setting up Cement Plant of 3.23 million tonnes per annum and coal based Power Plant of 50MW and is in the process of acquiring remaining land for the project.

 

MCA PHOSPHATES PTE LIMITED:

 

MCA Phosphates Pte Limited, (MCA), a company incorporated in Singapore, is a joint venture between the Company and Mitsubishi Corporation, Japan with Mitsubishi Corporation holding 70% equity stake in the joint venture and the company holding the balance 30%. MCA has been set up as a special purpose vehicle and has acquired 30% equity stake in Fosfatos del Paciico, Peru (FDP) which owns a rock phosphate mining license in Peru and is implementing a project for producing beneficiated rock phosphate with an annual capacity of 2.5 mtpa. The Company, through Mitsubishi has agreed to purchase significant quantity of concentrated rock phosphate for a minimum of 20 years.

 

 

ZUARI INDIAN OILTANKING LIMITED:

 

Zuari Indian Oil tanking Limited (ZIOL), has state-of-the art terminalling facility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel and Superior Kerosene.

 

ZIOL provides terminalling services to the Company, Hindustan Petroleum Corporation Limited and Bharat Petroleum Corporation Limited. For the period 01-01-12 to 31-03-12, the Oil Terminal has achieved a throughput of 193784 KL @Nat. and received 85941 KL of Naphtha.

 

 

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 downscaling 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 GLOBAL PESTICIDES AND CROP PROTECTION SCENARIO:

 

The pesticide industry is generally affected by regulatory factors. Greater awareness of environmental factors has led to changes in the pesticide industry, with some products or ingredients being substituted, reduced or banned. The US Environmental Protection Agency has declared some products to be of reduced risk, including glyphosate. Though most nations regulate the pesticide industry, countries known for particularly strict pesticide regulations include the US, Japan and Western Europe.

 

The world's herbicide industry is forecast to record close to 5% yearly growth between 2012 and 2016 to exceed 1,350 kilo tons. The market is forecast to record close to 6% yearly growth in revenue generating close to $25,000 million by 2016. This growth will not be across the board, with India and a few other nations recording lower growth. This is largely due to the fact that the country's most-commonly used pesticides are insecticides, which represent 40% of the overall market. The world insecticides market is expected to reach almost 535 kilo tons by 2016, recording in excess of 4% yearly growth for the five preceding years.

 

The global biopeseticides market is expected to reach almost $3.5 billion by 2017, according to research from Global Industry Analysts. Demand for biopestcides is fuelled by environmental awareness and changing regulations limiting the use of traditional products such as methyl bromide, azinphosmethyl and endosulfan. Consumers are becoming increasingly aware of the potential consequences of conventional toxic pesticides on health. This rising awareness is driving demand for alternatives such as organically or naturally grown foods

 

 

THE INDIA PICTURE:

 

The macros last year were by and large significantly down.

 

All round slowdown continued, Government Borrowings up by Rs.530000.000 Millions - Fiscal Deficit were severely breached from the Budgeted levels ending up at 5.9%. Tax Revenues were down by 12%. Practically no Disinvestments were done, several Banks were downgraded.

 

 

THE INDIAN PESTICIDES INDUSTRY:

 

Production in the Indian pesticide industry has remained stable at 82,000 - 85,000 MT during the last year. In value terms, the size of the Indian pesticide industry was estimated at Rs.180 bn during FY11, including exports of Rs.100 bn. The Indian pesticides industry is dominated by insecticides, whereas globally herbicides and fungicides are the key segments.

 

Pesticides are the last input in the agricultural process but are important for the sustainable development of agriculture. Despite the fact that judicious use of pesticides can prevent crop losses and provide economic benefits to the farmers, pesticide consumption in India is limited to about 25% of the arable land. This abysmally low penetration level is largely due to the lack of awareness among farmers regarding the benefits of use of pesticides, fragmented land holdings, together with farmers' financial inability to buy the requisite pesticides.

 

 

UNAUDITED FINANCIAL RESULTS FOR THE PERIOD ENDED 31ST MARCH, 2013

Rs. In Millions

Sr. No.

Particulars

3 Months ended 31.03.2013

Proceeding 3 Months ended 31.12.2012

Year to date figures for the current period ended 31.03.2013

 

 

Audited

Unaudited

Audited

1

Income front Operations

 

 

 

 

(a) Net Sales/Income from Operations (net of excise duty)

226.500

226.900

995.400

 

(b) Other Operating Income

4.000

3.200

20.000

 

Total income from operations (net)

230.500

230.100

1015.400

2

Expenses

 

 

 

 

(a) Cost of materials consumed

1.000

(0.300)

5.400

 

(b) Purchase of stock-in-trade

90.000

55.400

726.200

 

(c) Changes in inventories of finished goods, work- in-progress and stock-in-trade

107.400

158.500

172.600

 

(d) Employee benefit expense

22.100

22.400

80.900

 

(e) Depreciation and amortisation expense

0.300

0.300

1.200

 

(f) Consultancy expenses

11.800

7.000

39.400

 

(f) Other expenses

10.100

29.900

91.400

 

Total expenses

242.700

273.200

1117.100

3

Profit / (Loss* from operations before other income, finance costs and exceptional items (1-2)

(12.200)

(43.100)

(101.700)

4

Other income

33.200

77.100

442.900

5

Profit from ordinary activities before finance costs and exceptional items (3-4)

21.000

34.000

341.200

6

Finance costs

--

0.200

8.300

7

Profit from ordinary activities after finance costs and before exceptional items (5+ - 6)

21.000

33.800

332.900

8

Exceptional items

--

--

--

9

Profit from ordinary activities before tax (7+ 8)

21.000

33.800

332.900

10

Tax expense

6.400

10.800

63.400

11

Net Profit from ordinary activities after tax (9+10)

14.600

23.000

269.500

12

Extraordinary items (net of tax expense )

--

--

--

13

Net Profit for the period (11+12)

14.600

23.000

269.500

14

Paid-up equity share capital face value Rs. 10/-1

294.400

294.400

294.400

15

Reserve excluding Revaluation Reserve as per balance sheet of previous accounting year.

--

--

5682.400

16

Earnings per share (before extraordinary items) of Rs.10/-each ) (not annualised):

 

 

 

 

a) Basic

0.50

0.78

9.16

 

b) Diluted

0.50

0.78

9.16

 

 

 

 

 

A

Particulars of Shareholding

 

 

 

1

Public Shareholding

 

 

 

 

Number of shares

10997089

11816494

10997089

 

Percentage of shareholding

37.35

40.14

37.35

 

 

 

 

 

2

Promoters and Promoter Group Shareholding

 

 

 

 

a) Pledged / Encumbered

18443515

17624110

18443515

 

Number of shares

4256807

3109767

4256807

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

23.08

17.64

23.08

 

Percentage of shares (as a % of the total share capital of  the company)

14.46

10.56

14.46

 

 

 

 

 

 

b) Non - encumbered

 

 

 

 

Number of shares

14186708

14514343

14186708

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

76.92

82.36

76.92

 

Percentage of shares (as  a %  of the total share capital of the company)

48.19

49,30

48.19

 

 

 

 

 

B

INVESTOR COMPLAINTS

 

 

 

 

Pending at the beginning of the quarter

1

 

 

 

Received during the quarter

21

 

 

 

Disposed of (hiring the quarter

21

 

 

 

Remaining unresolved at the end of the quarter

1

 

 

 

 

STATEMENT OF ASSETS AND LIABILITIES AS ON 31.03.2013

 

 

Particulars

31.03.2013

 

A. EQUITY AND LIABILITIES

Audited

1. Shareholders Funds

 

a] Share Capital

294.400

b] Reserves and Surplus

5682.400

Sub-total – Shareholders’ funds

5976.800

 

 

2. Non-current Liabilities

 

a] Long term Borrowings

0.000

b] Deferred Tax Liabilities

5.200

c] Other current liabilities

0.000

d] Long term provisions

0.000

Sub-total - Non-current Liabilities

5.200

 

 

3. Current Liabilities

 

a] Short term Borrowings

0.000

b] Trade Payables

149.300

c] Other Current Liabilities

870.500

d] Short Term Provision

273.800

Sub-total -  Current Liabilities

1293.600

TOTAL -  EQUITY AND LIABILITIES 

7275.600

 

 

B ASSETS

 

1. Non-current assets

 

a] Fixed assets

134.900

b] Non-current investment

3954.400

c] long Term loans and Advances

523.200

d] Other non-current assets

31.600

Sub-total – Non- current assets

4644.100

 

 

2. CURRENT ASSETS

 

 

Current Investments

1079.600

 

Inventories

142.300

 

Trade Receivables

279.300

 

Cash & Bank Balances

111.500

 

Short Term loans and advances

1011.100

 

Other Current Assets

7.700

  Sub-total – Current Assets

2631.500

 

 

TOTAL - ASSETS

7275.600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes to Accounts

 

1.     The results for the year ended March 31, 2013 are not comparable with those of same period of last year as Fertilizer business of this Company was demerged with Zuari Holdings Limited (now Zuari Agro Chemicals Limited) with effect from appointed date i.e 1st July. 2011 pursuant to order of the High Court of Bombay at Goa. Accordingly the previous year figures contain results of the fertiliser business for a period of 3 months.

 

2.     During the quarter, the Company has invested Rs. 500.000 Millions in equity share capital of two wholly owned subsidiary companies

 

3.     The figures of the last quarter are the balancing figures between audited figures in respect of the full financial year upto 31st March, 2013 and the unaudited published year to date figures upto 3Ist December, 2012 being the date of end of the third quarter of the financial year which were subjected to review by the auditors

 

4.     The Board of Directors have recommended dividend @ Rs. 2/- per equity share of Rs. 10 each.

 

5.     Tax expense is net of deferred tax effects and MAT credit entitlement.

 

6.     The Consolidated Financial Statements are prepared in accordance with the principles and procedures for the preparation and presentation of consolidated accounts as set out in the Notified Accounting Standards (AS 21, AS 23 and AS 27) by Companies Accounting Standards Rules, 2006 (as amended].

 

7.     The auditors of the Company in their report on standalone and consolidated financial statement for the year ended March 31, 2013, have invited attention to non provision for diminution in the value of investment in equity shares of Nagarjuna Oil Refinery Limited, whose present market value is Rs. 89.500 Millions as against the cost of Rs. 694.400 Millions. This being a long term investment in the said company, no provision is required there against. These shares were allotted to the Company consequent to the demerger of the fertiliser business of Nagarjuna Fertiliser and Chemicals Limited (NFCL) and change in the name of the erstwhile Nagarjuna Fertilisers and Chemicals Limited to Nagarjuna Oil Refinery Limited. The demerged fertiliser business is now in the resulting company which has been renamed as Nagarjuna Fertilisers and Chemicals Limited (NFCL). The Company holds 32267741 equity shares in NFCL which are yet to be listed on the stock exchange pending receipt of permission from Securities Exchange Board of India. These shares are carried at a value of Rs.211.539 Millions.

 

Gobind Sugar Mills Limited (GSW became an associate of a wholly owned subsidiary of the Company on August 21, 2012. The auditors of the Company in their report on consolidated financial statement for the year ended March 31, 2013, have commented upon non provision for diminution in the value of investment of Rs. 530.000 Millions in preference shares of said associate company, whose net worth is substantially eroded. This being a long term investment in the said company no provision is required there against.

 

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

 

9.     The audited financial results have been recommended by the Audit Committee at its meeting held on May 8, 2013 and approved by the Board of Directors at its meeting held on May 9, 2013

 

 

CONTINGENT LIABILITIES NOT PROVIDED FOR:

Rs. In Millions

Particular

31.03.2012

31.03.2011

 

A. Demand Notices received from Sales Tax authorities

 

 

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 had deposited Rs.2.128 Millions against the same which was appearing in the schedule of Loans and Advances) (Transferred to Zuari Holdings Limited in term of the Scheme of Arrangement and Demerger)

--

4.256

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 2010-11.

--

9.410

 

* 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 was considered necessary.

 

 

FIXED ASSETS

 

·         Land (Freehold)

·         Buildings

·         Railway Siding

·         Plant And Machinery

·         Vehicles

·         Furniture, Fittings and Office Equipment

 

 


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. 61.12

UK Pound

1

Rs. 94.77

Euro

1

Rs. 81.54

 

 

INFORMATION DETAILS

 

Report Prepared by :

BVA

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

5

--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

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

-

NB

                                       New Business

-

 

 

 

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.