MIRA INFORM REPORT

 

 

Report Date :

13.05.2014

 

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) :

31.03.2013

 

 

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.]

L65910GA2009PLC006177

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

BLRZ11011A

 

 

PAN No.:

[Permanent Account No.]

AAACZ3924H

 

 

Legal Form :

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

 

 

Line of Business :

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

 

 

No. of Employees :

Information declined by the management.  

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (47)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 31780000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Exist

 

 

Comments :

Subject is a part of K K Birla Group.

 

It is a well-established and reputed company having a satisfactory track record.

 

There seems sharp dip in the profitability of the company 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 usually correct 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, 2014

 

Country Name

Previous Rating

(31.12.2013)

Current Rating

(31.03.2014)

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

 

US investment bank Goldman Sachs  has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

 

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

 

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

 

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

 

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

 

There are 264 number of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

 

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

 

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

 

Indian Oil Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

 

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in the making.

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Commercial paper = A1

Rating Explanation

Have very strong degree of safety and carry lowest credit risk.

Date

October 2013.

 

Rating Agency Name

ICRA

Rating

Long term fund based limits = BBB+

Rating Explanation

Have moderate degree of safety and carry moderates credit risk.

Date

October 2013.

 

Rating Agency Name

ICRA

Rating

Short term fund based limits = A2+

Rating Explanation

Have strong degree of safety and carry low credit risk.

Date

October 2013.

 

 

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.

 

 

INFORMATION DENIED

 

Management Non Co-operative

 

Tel. No.: 91-832-2592181

 

 

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: 31.03.2013

 

Name :

Saroj Kumar Poddar

Designation :

Chairman

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 :

Vice Chairman

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 :

31.07.2012

DIN No.:

02340756

 

 

Name :

Mr. Akshay Poddar

Designation :

Executive Director

Date of Birth/Age :

20.07.1976

Date of Appointment :

01.04.2012

DIN No.:

00008686

 

 

KEY EXECUTIVES

 

 

 

Name :

R. Y. Patil

Designation :

Chief General Manager and Company Secretary

 

 

Name :

Mr. Naveen Kapoor

Designation :

President Agri-Business

 

 

Name :

Mr. V. Sheshdhari

Designation :

Vice President – Finance

 

 

Name :

V. K. Sinha

Designation :

Vice President-Strategic Planning

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on: 31.03.2014

 

 

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

23202465

55.17

Sub Total

23383492

55.60

(2) Foreign

 

 

Bodies Corporate

7491750

17.81

Sub Total

7491750

17.81

Total shareholding of Promoter and Promoter Group (A)

30875242

73.41

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

3544914

8.43

Financial Institutions / Banks

4640

0.01

Insurance Companies

2433344

5.79

Foreign Institutional Investors

1234790

2.94

Any Others (Specify)

217

0.00

Foreign Bank

217

0.00

Sub Total

7217905

17.16

(2) Non-Institutions

 

 

Bodies Corporate

1114701

2.65

Individuals

 

 

Individual shareholders holding nominal share capital up to Rs. 0.100 Million

2436161

5.79

Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million

338766

0.81

Any Others (Specify)

75231

0.18

Clearing Members

32299

0.08

Non Resident Indians

40117

0.10

Overseas Corporate Bodies

450

0.00

Trusts

2365

0.01

Sub Total

3964859

9.43

Total Public shareholding (B)

11182764

26.59

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 :

Information declined by the management.

 

 

Bankers :

·         State Bank of India

·          HDFC Bank Limited

·          Corporation Bank

·          Canara Bank

·          Indian Overseas Bank

·          IDBI Bank

 

 

Facilities :

(Rs. In Millions)

Secured Loan

31.03.2013

31.03.2012

SHORT TERM BORROWINGS

 

 

From Banks

 

 

Buyers credit

(The rate of Interest on buyers credit varies between 1.00% – 4.00%) and are

repayable over a period of 150 – 360 days

10928.571

26400.177

 

Term loan #

Working capital demand loans

(The rate of Interest on loans varies between 10.05% – 11.50% and are repayable

over a period of 2 to 180 days)

 

11750.000

0.000

Short term loan from SBI

(10.25% (including 8.00% paid directly by Government of India to the bank) secured

against subsidy receivable of equal amount from GOI, Ministry of Chemicals and

Fertlizer under Special Banking Arrangement.)

 

2059.531

0.000

 

 

 

Total

24738.102

26400.177

 

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 :

 

Name :

Crawford Bayley and Company

Address :

Mumbai, Maharashtra, 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 Global Limited (Formerly known as Zuari Industries Limited) (upto 30th June, 2011)

 

 

Enterprises       in respect of which   Company is      an associate:–:

·        Zuari Global Limited (formerly known as Zuari Industries Limited) (w.e.f. 01.07.2011)

·        Indian Furniture Products Limited

·        Simon India Limited

·        Zuari Management Services Limited

·        Adventz Infraworld India Limited

·        Gulbarga Cement Limited

·        Globex Limited

·        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

·        Style Spa Furniture 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: 31.03.2013

 

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

 

 

 

 

42058006

Equity Shares

Rs.10/- each

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. The same has been allotted during the year ended 31st March 2013.

 

 

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

 

PARTICULARS

31st March 2013

 

 

In Numbers

Rs. In Millions

Equity Shares

 

 

At the beginning of the year

12617402

126.174

Issued during the year

29440604

294.406

Outstanding at the end of the year

42058006

420.580

Equity Share Suspense Account

--

--

 

 

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 shareholder 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 2013, the amount of per share dividend recognised for distribution to equity share holders was Rs.3/ -, subject to approval of shareholders (31st March 2012: Rs.3/-)

 

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. 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 2013

 

 

No. of Shares held

% Holding in Class

Zuari Global Limited

(Formerly known as Zuari Industries Limited)

84,11,601

20.00

SIL Investments Limited

32,08,000

7.63

Texmaco Infrastructure & Holdings Limited

28,17,941

6.70

Globalware Trading & Holdings Limited

70,12,000

16.67

Zuari Management Services Limited

4205801

10.00

 

without considering equity shares to be issued as per the Scheme of Arrangement and Demerger As per of the Parent Company including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

 

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

420.580

420.580

20.000

(b) Reserves & Surplus

7522.162

7425.316

(0.297)

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

7942.742

7845.896

19.703

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

0.000

0.000

0.000

(b) Deferred tax liabilities (Net)

116.818

149.442

0.000

(c) Other long term liabilities

541.103

478.115

0.000

(d) long-term provisions

0.000

0.000

0.000

Total Non-current Liabilities (3)

657.921

627.557

0.000

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

29138.102

29650.177

0.000

(b) Trade payables

4753.279

7462.053

0.030

(c) Other current liabilities

864.067

564.971

0.000

(d) Short-term provisions

467.673

522.169

0.000

Total Current Liabilities (4)

35223.121

38199.370

0.030

 

 

 

 

TOTAL

43823.784

46672.823

19.733

 

 

 

 

ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

1881.729

1896.635

0.000

(ii) Intangible Assets

0.090

7.377

0.000

(iii) Capital work-in-progress

808.115

195.402

0.000

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

1974.997

1974.997

0.000

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

1154.811

953.285

0.000

(e) Other Non-current assets

84.797

13.140

0.000

Total Non-Current Assets

5904.539

5040.836

0.000

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

5811.312

7216.489

0.000

(c) Trade receivables

29628.971

29519.804

0.000

(d) Cash and cash equivalents

1567.522

3325.901

19.733

(e) Short-term loans and advances

608.397

664.291

0.000

(f) Other current assets

303.043

905.502

0.000

Total Current Assets

37919.245

41631.987

19.733

 

 

 

 

TOTAL

43823.784

46672.823

19.733

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Income

52374.070

61808.773

0.000

 

 

Other Income

578.868

561.161

0.019

 

 

TOTAL                                     (A)

52952.938

62369.934

0.019

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of raw material consumed

19629.443

18998.103

0.000

 

 

Purchase of traded goods

21651.392

31435.160

0.000

 

 

Decrease in inventories of finished goods,

work-in-progress and traded goods

640.519

1452.057

0.000

 

 

Employee benefits expense

753.781

548.017

0.000

 

 

Administrative selling other expenses

7631.775

7093.992

0.047

 

 

TOTAL                                     (B)

50306.910

59527.329

0.047

 

 

 

 

 

Less

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

2646.028

2842.605

(0.028)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

2103.262

1159.880

0.000

 

 

 

 

 

 

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

542.766

1682.725

(0.028)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

237.944

180.166

0.000

 

 

 

 

 

 

PROFIT/ (LOSS) BEFORE TAX (E-F)                  (G)                       

304.822

1502.559

(0.028)

 

 

 

 

 

Less

TAX                                                                  (H)

60.359

470.788

0.000

 

 

 

 

 

 

PROFIT/ (LOSS) AFTER TAX (G-H)                    (I)

244.463

1031.771

(0.028)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

384.832

(0.297)

(0.269)

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

50.000

500.000

0.000

 

 

Proposed Dividend : 30%

126.174

126.174

0.000

 

 

Tax on dividend (Including Surcharge)

21.443

20.468

0.000

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

431.678

384.832

(0.297)

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

7978.264

9443.138

 

 

Stores & Spares

26.799

55.517

 

 

 

Capital Goods

87.350

1.723

 

 

 

Traded Goods

18716.178

28067.134

 

 

TOTAL IMPORTS

26808.591

37567.512

NA

 

 

 

 

 

 

Earnings/ (Loss) Per Share (Rs.)

5.81

30.97

(0.01)

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

0.46

 
1.65

(147.37)

 

 

 
 

 

Net Profit Margin

(PBT/Sales)

(%)

0.58
2.43

0.00

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

0.74
3.38

(0.14)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.04
0.19

0.00

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

3.66
3.78

0.00

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.07
1.09

657.77

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.03.2011

31.03.2012

31.03.2013

 

(INR in Mlns.)

(INR in Mlns.)

(INR in Mlns.)

Share Capital

20.000

420.580

420.580

Reserves & Surplus

(0.297)

7425.316

7522.162

Share Application money pending allotment

0.000

0.000

0.000

Net worth

19.703

7,845.896

7,942.742

 

 

 

 

long-term borrowings

0.000

0.000

0.000

Short term borrowings

0.000

29650.177

29138.102

Total borrowings

0.000

29,650.177

29,138.102

Debt/Equity ratio

0.000

3.779

3.669

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2011

31.03.2012

31.03.2013

 

(INR in Mlns.)

(INR in Mlns.)

(INR in Mlns.)

Total Income

0.019

62369.934

52952.938

 

 

328,262,710.526

(15.099)

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2011

31.03.2012

31.03.2013

 

(INR in Mlns.)

(INR in Mlns.)

(INR in Mlns.)

Total Income

0.019

62369.934

52952.938

Profit After Tax

(0.028)

1031.771

244.463

 

(147.37%)

1.65%

0.46%

 

 

 

 

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:

 

Reg No.: WP / 264 /2012

Case Status :

Pending (Final Hearing)

Petitioner :

1. M/S. Zuari Industries Limited

Respondent :

1. Zuari Agro Chemicals Limited Workers Union and 3 Ors

Petitoner Adv. :

ADV. SUDHA C. PAI KIR R.NO. 2 AND 4

District :

South Goa

Bench :

Single

Act :

Constitution of India

Category:

Others (W.P.)

Case Stage :

For Final Hearing

Hearing Date :

01 April 2014

 

 

Application Maters

Connected Maters

STA / 1601/ 2013

No connected matters

This Case is updated on : 29.03.2014

 

 

 

UNSECURED LOAN

(Rs. In Millions)

 

31.03.2013

31.03.2012

SHORT TERM BORROWINGS

 

 

Term loan

 

 

Term loan

Working capital demand loans (The rate of Interest on loans varies between 10.25%

– 11.50% and are repayable over a period of 2 to 180 days)

 

4400.000

3250.000

 

 

 

 

Total

4400.000

3250.000

 

 

CORPORATE INFORMATION

 

This Company is a public limited company domiciled in India and incorporated under the provisions of the Companies Act 1956. It was incorporated on 10th September 2009. The Company is a manufacturer of chemical fertilizers. The Company is also into trading business of complex fertilizers, water soluble fertilizers and seeds. The Company caters to the demand of the farmers all over the country, through its “Jaikisaan” brand of Fertilizers. Pursuant to application for change of name of Company as per the approval of the shareholders at the Extraordinary General Meeting of the Company, held on 10th September 2012, the name of the Company has been changed from Zuari Holdings Limited to Zuari Agro Chemicals Limited vide fresh certificate of incorporation dated 28th September 2012 issued by the Registrar of Companies, Goa Daman and Diu.

 

A BRIEF REVIEW OF SUBSIDIARIES OF THE COMPANY ARE GIVEN HERE BELOW: –

 

SUBSIDIARIES:

 

A. ZUARI FERTILISERS AND CHEMICALS LIMITED :

 

Zuari Fertilisers and Chemicals Limited (ZFCL) a wholly owned subsidiary of the Company was incorporated on 11th August, 2009 for Manufacture of organic and inorganic fertilizers to cater the increased demand for fertilizers mainly the farmers of Karnataka and Maharashtra. ZFCL is in process of setting up a 600 TPD unit at Mahad in Maharashtra for manufacture of Granulated Single Super Phosphate (GSSP). The unit is likely to be commissioned in 2013–14.

 

The Company has also plans for setting up customized Fertiliser Plants in Solapur– Maharashtra and Goa. Recently, ZFCL has acquired 9.72% stake in Mangalore Chemicals and Fertilisers Limited (MCFL). MCFL is a company engaged in manufacture of urea and complex fertilisers.

 

B. ZUARI SEEDS LIMITED:

 

Zuari Seeds Limited (ZSL) achieved a turnover of Rs 575.000 Millions against budget of Rs 600.000 Millions for the year 2012–13. The year has been tough for seed industry due to seasonal aberrations / Deficit, delayed and erratic monsoon experienced in Kharif 2012 and Rabi 2012 affecting principal crops like cotton, paddy, vegetables etc. Despite all these factors Company could achieve 94% of its budgeted target. Though 2012–13 has been satisfactory in terms of business volumes, margin pressure was felt in most of the crops like cotton, Bajra and paddy due to product mix and increased competition at market place.

 

ZSL, besides its own dealer network, through the network of its Group Companies, Zuari Agro Chemicals Limited and Paradeep Phosphates Limited, introduced another 4 brands in Bt cotton in the states of Maharashtra, Karnataka and Andhra Pradesh thru Multi Branding strategy. In Central Zone in Madhya Pradesh, ZSL has received clearance from concerned authorities to sell its new hybrid crop name Mahalaxmi in the premium segment. ZSL has also introduced 2 more brands in BT cotton in North Zone in Haryana and Punjab.

 

One new hybrid 1288 developed for north zone has given outstanding performance in multi location trials in Haryana and Punjab. In Hybrid paddy ZSL signed an MOU with Director of Rice Research to introduce notified Hybrids. In extra early segment markets in north, ZSL is introducing a new Hybrid 6305 in coming Kharif season. In Maize 4 new hybrids equal to popular Major segments have been developed and will be introduced in the year 2013–14 which will result in scaling up of volumes in the coming years.

 

JOINT VENTURES:

 

A brief review of joint ventures of the Company are given here below:-

 

A. ZUARI MAROC PHOSPHATES LIMITED :

Zuari Maroc Phosphates Limited (ZMPL), a 50:50 joint venture with Maroc Phosphore S.A., Morocco, was established as Special Purpose Vehicle (SPV) for acquisition of stake in Paradeep Phosphates Limited (PPL). At present, ZMPL is holding 80.45% of the equity stake in PPL. ZMPL is in process of shifting its registered office from the State of Goa to the State of Odisha.

 

B. ZUARI ROTEM SPECIALITY FERTILISERS LIMITED:

 

Zuari Rotem Speciality Fertilisers Limited (ZRSFL), a 50:50 joint venture with Rotem Amfert Negev Limited, Israel, has Water Soluble Fertilizers manufacturing facility at Baramati, Maharashtra. ZRSFL has a capacity of 24000 MT per annum in two shift basis for production of different NPK blends. Plant is working on one shift basis and producing 30 MT per day on an average basis. Production of Poorna was 5093 MT and sales of Poorna, Atom and Boost were 5708 MT for the year 2012–13. The total turnover for the year was Rs. 406.200 Millions.

 

FUTURE OUTLOOK:

 

Granulated Single Superphosphate plant of 600 tpd capacity, being set up at MIDC, Mahad in Maharashtra through Zuari Fertilisers and Chemicals Limited, a wholly owned subsidiary of the company is in final stages of project implementation. The product is expected to be available for sale in 2013–14. This product has high demand from farmers due to its low price. Once Mahad plant goes on–stream, Zuari will be significantly equipped to meet rising demand of SSP fertilizers, particularly in secondary markets of Maharashtra and Madhya Pradesh.

 

In November 2012, the company has signed a Memorandum of Understanding (MOU) with Ras Al Khaimah (RAK) Maritime City to set up an integrated Di–Ammonium Phosphate (DAP) manufacturing facility in the UAE. With this project, the Company is expanding its manufacturing foothold outside India. The project includes setting up an integrated DAP facility along with its attendant utilities to include a power plant, private jetty and desalination plant, with an estimated project cost of $800m. The DAP plant will be a single stream granulation plant with a capacity of producing 1 million tonnes of DAP per annum. The project, besides further consolidating Zuari’s position in the fertilizer sector and playing a key role in the Company’s backward integration programme, will go a long way in helping it to actively participate and grow in other global fertilizer markets.

 

Acquisition of a 30% stakes in Peruvian company, Fosfatos del Pacifico, through joint venture company, MCA Phosphates Pte Limited, for assured supply of phosphate rock will help Zuari in augmenting the production of phosphatic fertilizers in India.

 

The company will have benefit of assured supplies of concentrated rock phosphate for minimum period of 20 years. This will enhance the availability of phosphatic fertilisers to farmers.

 

 

CONTINGENT LIABILITIES NOT PROVIDED FOR:

(Rs. In Millions)

Particulars

Year Ended

31st March 2013

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.4.482 Millions against the same which is appearing in the schedule of loans and advances)

0.000

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. Based on the revised

proceedings, a revised demand notice for Rs. 0.033 Million was issued. The

same was paid and charged off by the Company.

 

0.000

Demand notice from Commercial Tax Department, towards non submission of "F Form" for the year 2010—11. The Company has filed for stay in High Court of Andhra Pradesh.

2.746

Claim against the Company not acknowledged as debt.*

15.117

 

 

* 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.

 

Aggregate amount of guarantees issued by the Banks to various government authorities and others are secured by a charge created 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 Rs. 625.696 Millions .

 

FIXED ASSETS:

 

Tangible Assets

·         Freehold Land

·         Buildings

·         Railway Siding

·         Plant and Machinery

·         Furniture and Fixtures

·         Office Equipment

·         Vehicles

 


Intangible Assets M

·         Software

 

UNAUDITED FINANCIAL RESULT FOR PERIOD ENDED 31.12. 2013

 

(Rs. In Millions)

PART-I

Stand-alone Results

 

Sr No

Particulars

3 Months Ended 31.12.2013

3 Months Ended 30.09.2013

3 Months Ended 31.12.2013

 

 

Un Audited

Un Audited

Un Audited

1

Income from Operations

 

 

 

 

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

15398.900

14214.700

36884.700

 

(b) Other Operating Income

167.600

3.300

195.800

 

Total income from operations (net)

15566.500

14218.000

37080.500

2

Expenses

 

 

 

 

(a) Cost of materials consumed

9007.900

5980.300

16268.700

 

(b) Purchase of stock-in-trade

934.300

6996.300

16268.500

 

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

1659.300

(1564.700)

(3768.700)

 

(d) Employee benefit expense

251.400

190.300

629.300

 

(e) Depreciation and amortisation expense

52.700

54.400

154.700

 

(0 Other expenses

2819.500

2498.600

2599.900

 

Total expenses

14725.100

14155.200

36152.400

3

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

841.400

62.800

928.100

4

Other income

55.600

70.300

242.000

5

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

897.000

133.100

1170.100

6

Finance costs

726.000

500.100

1857.700

7

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

171.000

(367.000)

(687.600)

8

Exceptional items

--

(31.000)

(639.600)

9

Profit from ordinary activities before tax (7+ 8)

171.000

(398.000)

(1327.200)

10

Tax expense

0.000

0.000

116.800

11

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

171.00

(398.000)

(1210.400)

12

Extraordinary items (net of tax expense )

--

--

--

13

Net Profit for the period (11+- 12)

171.00

(398.000)

(1210.400)

14

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

420.600

420.600

420.600

15

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

--

--

--

16

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

 

 

 

 

(a) Basic

4.07

(9.46)

(28.78)

 

(b) Diluted

4.07

(9.46)

(28.78)

 

 

UNAUDITED FINANCIAL RESULT FOR PERIOD ENDED 31.12. 2013

PART II                                                                                                                                 

 (Rs. In Millions)

 

Particulars

3 Months Ended 31.12.2013

3 Months Ended 30.09.2013

3 Months Ended 31.12.2013

Un Audited

Un Audited

Un Audited

A

Particulars of Shareholding

 

 

 

1

Public Shareholding

 

 

 

 

Number of shares

10993939

10993939

10993939

 

Percentage of shareholding

26.14

26.14

26.14

2

Promotors and Promoter Group Shareholding

 

 

 

 

a) Pledged / Encumbered

 

 

 

 

Number of shares

2196767

2728767

2196767

 

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

7.07

8.78

7.07

 

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

5.22

6.49

5.22

 

b) Non - encumbered

 

 

 

 

Number of shares

28867300

28335300

28867300

 

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

92.93

91.22

92.93

 

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

68.64

67.37

68.64

 

 

 

Particulars

Quarter Ended 31.12.2013

B

INVESTOR COMPLAINTS

 

 

Pending at the beginning of the quarter

1

 

Received during the quarter

17

 

Disposed of during the quarter

18

 

Remaining unresolved at the end of the quarter

0

 

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 1st October, 2006 to 31st March, 2010 has been extended on provisional basis till further orders.

 

2. Exceptional items represent foreign exchange variation attributable to the sharp depreciation of rupee in the months of June / July 2013.

 

3. Tax expenses include/ net-off deferred tax charge / (credit). Deferred tax asset of Rs. 315.200 Millions has not been created in the absence of taxable profit which is available for setoff against profits in subsequent period.

 

4. Other Expenses for the quarter include foreign exchange variation of Rs. 66.600 Millions (Preceding quarter Rs. 236.700 Millions). The Company has at the quarter end completely hedged its future foreign currency exposure.

 

5. During the current quarter ended December 31, 2013, Ministry of Agriculture, Government of India, has declared 47,635 MT (Rs. 1556.100 Millions ) of DAP, imported by the Company as fertilizers not meeting the standards specified by Fertilizer Control Order, 1985 (FCO) . The Company is in the process of filing a claim for loss suffered by it against the supplier. The contract with the supplier provides that the Company has the right to claim entire amount as compensation from the supplier in the event goods are found not confirming to FCO by Regional/Central test laboratory of Government of India, Faridabad for certification of fertilizers. Imported DAP in the state of Tamil Nadu has been temporarily suspended by Department of Agriculture, Government of Tamil Nadu.

 

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. 133.500 Millions  (Rs.219.400 Millions as on December 31, 2013) by way of loans and advances of Zuari Seeds Limited, a wholly owned subsidiary of the Company, whose net worth has been fully eroded. In view of strategic long term investment in the said subsidiary and based on its future profitability projections, no provision is required there against.

 

8. The auditors have conducted limited review of the financial results for the quarter ended 31stDecember, 2013. The unaudited financial results have been recommended by the Audit Committee at its meeting held on February 4, 2014 and approved by the Board of Directors at its meeting held on February 6, 2014.

 

9. 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.59.73

UK Pound

1

Rs.100.82

Euro

1

Rs.82.22

 

 

INFORMATION DETAILS

 

Information Gathered by :

NYA

 

 

Analysis Done by :

RAS

 

 

Report Prepared by :

SNT

 


 

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

6

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

4

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

YES

--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

NO

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

47

 

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.