1. Nature of Operations
The Company is the manufacturer of chemical fertilizers and pesticides.
The Company is also into trading business of complex fertilizers, seeds
and pesticides.
2 Contingent liabilities not provided for :
Rs. in lacs
Year ended Year ended
Particulars
31st March, 2011 31st March, 2010
A. Demand Notices received from
Sales Tax authorities *
i) Demand notice from Karnataka Sales
Tax Authorities (VAT) for levying
penalty on Professional tax for
the years 2005-06 to 2008-09. The
Company has filed appeal before
Joint Commissioner of Commercial 42.56 42.56
Taxes (Appeals), Bangalore, against
the same. (The Company has
deposited Rs. 21.28 lacs against the
same which is appearing in the
schedule of Loans & Advances).
ii) Demand notice from Maharashtra
Sales Tax Authorities in respect of
Sales tax Assessment for the year
2004-05. The Company has applied for – 130.61
cancellation of assessment order
under the Bombay Sales Act 1959.
B. Demand raised by Excise
Authorities on Service Tax matters *
Demand notice from Service Tax
Authorities towards Service Tax under
Goods Transport Agency Services for
the period 2006-07 to 2009-10. 94.10 76.87
(The Company has deposited Rs. 10.00
lacs against the same which is
appearing in the schedule of
Loans & Advances).
* 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 thereagainst is considered
necessary.
10. b) A sum of Rs. 1,241.55 lacs (previous year Rs. 896.76 lacs) on
account of unamortized foreign exchange premium on outstanding forward
exchange contracts is being carried forward to be charged to Profit and
Loss Account of subsequent period.
3. In accordance with explanations below Para 10 of Notified
Accounting Standard 9 – Revenue Recognition, excise duty on sales
amounting to Rs. 32.43 lacs (Previous Year Rs. 17.63 lacs) has been
reduced from sales in Profit & Loss Account and excise duty on
variation of opening and closing stock of finished goods amounting to
Rs. 8.45 lacs (Previous Year Nil) has been considered as expense in the
financial statements.
4. The Board of Directors of the Company in its meeting held on April
14, 2011 have decided to withdraw the Scheme of Amalgamation of Gobind
Sugar Mills Limited (GSM) with the Company, which was pending for
sanction before Hon''ble High Court of Bombay at Goa. The withdrawal was
in view of the change in the business / economic environment in
relation to the Company''s operation resulting from deregulation of the
fertilizer sector and to focus on its core business.
5. Item 1 and 2 under head ''Secured Loans'', Bank guarantees as
included in Note No. 8 above, are secured by the first charge by way of
hypothecation of 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.
i. The loan to Indian Furniture Products Limited (IFPL) of Rs. 1,290.77
lacs. (Balance outstanding on 1st April, 2010 Rs. 430.26 lacs) has been
repaid during the year.
ii. A loan of Rs.100.00 lacs (Balance outstanding on 31st March 2011 is
Rs.44.44 lacs (Previous year Rs. 77.78 lacs) was given to IFPL on 22nd
July, 2009 and it is repayable in 36 equal monthly installments w.e.f
1st August, 2009.
iii. The loan to IFPL of Rs 1,000.00 lacs renewed repayable on 3rd May
2011.
iv. The loan of Rs. 4,053.00 lacs to Adventz Infraworld India Limited
(formerly known as Zuari Developers Limited) was given on 6th February
2009 .It is renewed on 6th August 2010 and is repayable at the end of
18 months. Maximum amount of loan outstanding during the year is Rs.
4,053.00 lacs.
v. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited) of Rs. 420.00 lacs was given on 13th May
2009. It was renewed on 13th November, 2010 and it is repayable in 18
months.
vi. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited) of Rs.25.00 lacs was given on 18th August,
2009. It was renewed on 18th February 2011 and it is repayable in 18
months.
vii. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited) of Rs.10.00 lacs was given on 20th August,
2009 . It was renewed on 19th February 2011 and it is repayable in 18
months.
viii. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited) of Rs.50.00 lacs was given on 10th September,
2009 .It was renewed on 10th March 2011 and it is repayable in 18
months.
ix. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited ) of Rs.115.00 lacs on 17th November, 2009 and
it is repayable in 18 months.
x. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited ) of Rs.110.00 lacs on 27th November, 2009 and
it is repayable in 18 months.
xi. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited ) of Rs.150.00 lacs on 9th February, 2010 and
it is repayable in 18 months.
xii. The loan to Adventz Infraworld India Limited (formerly known as
Zuari Developers Limited ) of Rs.295.00 lacs on 31st March, 2010 and it
is repayable in 18 months.
xiii. During the year, a loan of Rs.100.00 lacs (Balance outstanding
on 31st March, 2011 is Rs.100.00 lacs) is given to Adventz Infraworld
India Limited on 18th May 2010 and it is repayable in 18 months.
xiv. During the year, a loan of Rs.400.00 lacs (Balance outstanding on
31st March, 2011 is Rs.400.00 lacs) is given to Adventz Infraworld
India Limited (formerly known as Zuari Developers Limited) on 21st June
2010 and it is repayable in 18 months.
xv. During the year, a loan of Rs.100.00 lacs (Balance outstanding on
31st March, 2011 is Rs.100.00 lacs) is given to Adventz Infraworld
India Limited (formerly known as Zuari Developers Limited) on 23rd July
2010 and it is repayable in 18 months.
xvi. During the year, a loan of Rs.100.00 lacs (Balance outstanding on
31st March, 2011 is Rs.100.00 lacs) is given to Adventz Infraworld
India Limited on 7th October 2010 and it is repayable in 18 months.
xvii. During the year, a loan of Rs.100.00 lacs (Balance outstanding
on 31st March, 2011 is Rs.100.00 lacs) is given to Adventz Infraworld
India Limited (formerly known as Zuari Developers Limited) on 28th
October 2010 and it is repayable in 18 months.
xviii. During the year, a loan of Rs.150.00 lacs (Balance outstanding
on 31st March, 2011 is Rs.150.00 lacs) is given to Adventz Infraworld
India Limited on 23rd November 2010 and it is repayable in 18 months.
xix. During the year, a loan of Rs.150.00 lacs (Balance outstanding on
31st March, 2011 is Rs.150.00 lacs) is given to Adventz Infraworld
India Limited on 10th December 2010 and it is repayable in 18 months.
xx. During the year, a loan of Rs.200.00 lacs (Balance outstanding on
31st March, 2011 is Rs.200.00 lacs) is given to Adventz Infraworld
India Limited on 8th March 2011 and it is repayable in 18 months.
xxi. The loan to Gulbarga Cement Limited of Rs. 932.32 lacs paid on
1st January 2009 is renewed and is repayable on 30th September 2011.
xxii. The loan of Rs.25.00 lacs to Gulbarga Cement Limited paid on
22nd September, 2009 is renewed and it is repayable on 3rd November
2011.
xxiii. The loan of Rs.270.00 lacs to Gulbarga Cement Limited on 15th
January, 2010 is renewed and it is repayable on 14th July 2011.
xxiv. The loan of Rs.200.00 lacs to Gulbarga Cement Limited on 31st
March, 2010 is renewed and it is repayable on 30th September 2011.
xxv. During the year, a loan of Rs.100.00 lacs to Gulbarga Cement
Limited on 23rd April 2010 is renewed and it is repayable on 22nd
October 2011.
xxvi. During the year, a loan of Rs.860.00 lacs is given to Gulbarga
Cement Limited on 26th July 2010 and it is repayable on 25th January
2012.
xxvii. During the year, a loan of Rs.700.00 lacs is given to Gulbarga
Cement Limited on 16th September 2010 and it is repayable on 15th
February 2012.
xxviii. During the year, a loan of Rs.300.00 lacs is given to Gulbarga
Cement Limited on 20th September 2010 and it is repayable on 19th March
2012.
xxix. During the year, a loan of Rs.100.00 lacs is given to Gulbarga
Cement Limited on 5th October 2010 and it is repayable on 4th April
2012
xxx. During the year, a loan of Rs.150.00 lacs given to Gulbarga
Cement Limited on 20th October 2010 and it is repayable on 19th April
2012.
xxxi. During the year, a loan of Rs.1,000.00 lacs given to Gulbarga
Cement Limited on 28th October 2010 and it is repayable on 27th April
2012.
xxxii. During the year, a loan of Rs.500.00 lacs given to Gulbarga
Cement Limited on 26th November 2010 and it is repayable on 25th May
2012.
xxxiii. During the year, a loan of Rs.700.00 lacs given to Gulbarga
Cement Limited on 22nd December 2010 and it is repayable on 19th June
2012.
xxxiv. During the year, a loan of Rs.450.00 lacs given to Gulbarga
Cement Limited on 30th December 2010 and it is repayable on 29th June
2012.
xxxv. During the year, a loan of Rs.300.00 lacs given to Gulbarga
Cement Limited on 21st January 2011 and it is repayable on 20th July
2012.
xxxvi. The loan of Rs.135.00 lacs given to Zuari Investments Limited on
10th February, 2010 and it was repaid on 6th September 2010.
xxxvii. During the year, a loan of Rs.200.00 lacs is given to Zuari
Investments Limited on 1st June 2010 and repaid on 6th September 2010.
xxxviii. During the year, a loan of Rs.100.00 lacs is given to Zuari
Investments Limited on 1st July 2010 and repaid on 30th August 2010.
xxxix. During the year, a loan of Rs.1,000.00 lacs given to Zuari
Investments Limited on 16th September 2010 and it is repayable on 30th
September 2011.
xi. During the year, a loan of Rs.4,200.00 lacs is given to Zuari
Fertilisers & Chemicals Limited on 15th June 2010 and it is repayable
on 15th June 2011.
xii. Figures in brackets denote previous year figures.
6. Segmental Information
§ Primary Segment
The Company is engaged in the manufacture, sale and trading of
fertilizers, seeds and pesticides which, in the context of Accounting
Standard 17 (Segmental Information) issued by the Institute of
Chartered Accountants of India, is considered as the only business
segment. Accordingly, no separate segmental information has been
provided herein.
§ Secondary Segment – Geographical Segment.
The Company primarily operates in India and therefore mainly caters to
the needs of the domestic market. Therefore, there are no reportable
geographical segments.
7. Related Party disclosures under Accounting Standard – 18
a) The list of related parties as identified by the management are as
under:
i) Subsidiaries of the Company:
(1) Indian Furniture Products Limited
(2) Zuari Seeds Limited
(3) Simon India Limited
(4) Zuari Management Services Limited ( formerly known as Zuari
Infrastructure & Developers Limited)
(5) Adventz Infraworld India Limited (formerly known as Zuari
Developers Limited)
(6) Gulbarga Cement Limited
(7) Zuari Holdings Limited – 100% Subsidiary-with effect from 10th
March, 2011 (earlier subsidiary of Zuari Investments Limited)
(8) Zuari Fertlizers & Chemicals Limited
(9) Globex Limited
(10) Zuari Investments Limited
(11) Zuari Chambal Insurance Brokers Limited – Subsidiary of Zuari
Investments Limited
(12) Zuari Commodity Trading limited – Subsidiary of Zuari Investments
Limited
(13) Zuari Financial Services Limited – Subsidiary of Zuari Investments
Limited
ii) Joint Ventures of the Company:
(1) Zuari Indian Oiltanking Limited
(2) Zuari Maroc Phosphates Limited
(3) Paradeep Phosphates Ltd – Subsidiary of Zuari Maroc Phosphates
Limited
(4) Zuari Rotem Speciality Fertilisers Limited
iii) Associates of the Company*:
(1) Style Spa Furniture Limited (An associate of a subsidiary)
* The Company holds more than 20% of the voting power of a body
corporate. The Company has been legally advised that it does not have
any significant influence in the said body corporate as defined in
Accounting Standard 18 Related Party Disclosures and accordingly has
not considered the above investee as related party under AS-18 for the
above disclosure.
iv) Key Management Personnel of the Company:
(1) Mr. H.S. Bawa, Executive Vice Chairman
(2) Mr. Suresh Krishnan, Managing Director (with effect from 1st
February, 2011)
v) Relatives of Key Management Personnel of the Company:
(1) Mrs. Veena Bawa
(2) Mrs. Seema Behl
(3) Mrs. Meenakshi Bawa
8. Employee benefits :
(A) Gratuity
The Company has a defined benefit gratuity plan. Every employee who has
completed five years or more of service gets a gratuity on departure at
15 days salary (last drawn salary) for each completed year of service.
The scheme is funded with an insurance company in the form of a
qualifying insurance policy.
The following tables summarize the components of net benefit expense
recognized in the Profit & Loss account and the funded status and
amounts recognized in the Balance Sheet.
a) The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
b) The current year being the fifth year of adoption of AS–15 (Revised)
by the Company, disclosures as required by Para 120 (n) (i) of
Accounting Standard 15 (Revised) have been furnished only from the year
of its adoption.
(b) Pursuant to the Scheme of Arrangement between Texmaco Limited and
Texmaco Rail and Engineering Limited (TREL) the Company has got one
equity share of Re.1/ – each fully paid in TREL for every equity share
held in Texmaco Limited. The cost of shares held in Texmaco Limited has
been allocated in the ratio of 41.40% and 58.60% to the shares of
Texmaco Limited and TREL respectively in accordance with the Scheme.
(b) In terms of guidelines issued by Government of India, Ministry of
Chemicals & Fertilizers (MCF) dated 31st March, 2011, the Company has
sold 50% of its holding in Fertilizer Companies Government of India
Special Bond at price determined by Reserve Bank of India (RBI)
resulting in a loss of Rs 3,137.06 lacs (including Rs 2,707.69 lacs
charged to Profit & Loss Account in earlier years). As per the
guidelines the Government of India will buyback the remaining bonds
held by the company through RBI in 2011–12 at a price to be determined
by Government of India. As per the above guidelines, a part of the loss
incurred by the Company would be compensated by Government of India.
However the mechanism for determination of such compensation has not
been notified by MCF .On determination of the compensation applicable
the same will be accounted for in terms of accounting policies and
accounting standards followed by the company.
(c) Provision for diminution in value of Fertilizer Companies''
Government of India Special bonds has been done on the basis of
quotation received from stock brokers for the closing stocks of
respective GoI Bonds.
9. Interest accrued on loans shown under Other Current Assets
includes an amount of Rs. 529.30 lacs (previous year Nil) receivable
from subsidiaries.
10. Loan to employees and interest accrued on employee''s loan include
amount due from officer of the Company Rs. 40.01 lacs (including Rs.
37.20 lacs from a Managing Director of the Company being loan given
before appointed as Managing Director) (previous year Rs.4.49 lacs) and
Rs.5.67 lacs (including Rs. 1.53 lacs from a Managing Director of the
Company) (previous year Rs.3.90 lacs) respectively. Maximum amount
outstanding at any time during the year is Rs. 41.09 lacs (including
Rs. 38.00 lacs from a Managing Director of the Company) (previous year
Rs.6.17 lacs) and Rs.5.67 lacs (including Rs. 1.53 lacs from a Managing
Director of the Company) (previous year Rs. 3.65 lacs) in respect of
loan and interest accrued respectively.
11. (a) Stage III of the New Pricing Scheme (NPS) for Urea was in
operation from 1st October, 2006 to 31st March, 2010. As per this
scheme, all naptha based units (including the company) were required to
take steps for conversion to natural gas/liquid natural gas by 31st
March, 2010. The Company has initiated necessary steps for conversion.
Government of India vide notification dated 17th March, 2010 has
extended till further orders the provisions of Stage III of NPS.
(b) Subsidy for Urea has been accounted based on Stage III parameters
of the New Pricing Scheme and other adjustments as estimated in
accordance with known policy parameters in this regard.
(c) Government subsidies include Rs. 6,708.40 lacs (previous year of
Rs. 3,396.89 lacs) in respect of earlier years, notified during the
year.
12. The Revenue Department of the Government of Goa has issued a
notification under sub-section (1) of Section 4 of the Land Acquisition
Act, 1984 on 5th February, 2007 and further notification on 19th April,
2007 proposing to acquire 1,59,700 sq. mts. of the land belonging to
the Company for public purpose. The Company has filed an appeal with
the High Court of Bombay at Goa against the notification. The High
Court has asked status quo to be maintained on the land acquisition
proceedings.
13. The agreement with Zuari Maroc Phosphates Limited (ZMPL) for
providing management services to Paradeep Phosphates Limited, which got
suspended on 1st October, 2005, continues to remain so and consequently
no management services fees has been accounted for during the year.
14. Investments
i) The Company has invested a sum of Rs.6,583.05 lacs in the equity
shares of Nagarjuna Fertilizers and Chemicals Limited (NFCL). The
market value of these investments at the year end is Rs.6,032.23 lacs.
Hence, there is a diminution in the value of this investment by
Rs.550.82 lacs.
ii) The Company has an investment of Rs. 258.90 lacs in the equity
shares of Lionel India Limited (LIL). As per the latest audited
financial statements of LIL, it has accumulated losses which have
resulted in erosion of a major portion of its net worth. LIL is
continuously incurring losses.
iii) The Company has invested a sum of Rs. 1,417.60 lacs in the equity
shares of one of the 100% subsidiary company. Further, the Company has
receivables of Rs. 1,611.26 lacs by way of trade advances. The Company
has also given corporate guarantees in respect of facilities given by
the banks to the subsidiary company aggregating to Rs. 2,205 lacs and
has also promised to provide continuous financial support. As per the
latest audited financial statements of this subsidiary, accumulated
losses of this subsidiary has resulted in erosion of its net worth.
These being long term investments and also in view of the projected
profitable operations of the above companies, management is of the view
that the diminution in the value of these investments is temporary in
nature and hence no provision (other than the provision accounted for
in an earlier year in respect of a subsidiary) is required to be made
thereagainst.
15. Pending receipt of appeal effect orders for the assessment years
1998-99 to 2000-01 and 2002-03 to 2005-06, where appeal has been
decided partly in favour of the Company by the Income Tax Appellate
Tribunal, Interest on income tax refund has not been recognized thereof
as the amount is presently not reasonably determinable. Interest income
on this refund will be recognized in the year the appeal effect order
is received from Income Tax Department.
16. The Company has obtained office premises, apartments and
warehouses on operating leases for the period ranging from 2-6 years.
In all the cases, the agreements are further renewable at the option of
the Company. There is escalation clause in the respective lease
agreements. All these leases are cancellable in nature. The total lease
payments in respect of such leases recognized in the Profit and Loss
account for the year are Rs. 455.48 lacs (previous year Rs. 346.67
lacs).
17. Under instructions from the Special Court (Trial of Offences
relating to Transactions in Securities) Act, 1992 and in respect of
shareholders who could not exercise their rights in view of disputes,
mistakes, discrepancy in holdings, etc., 10,564 (previous year 10,564)
Rights'' Equity Shares entitlements have been kept in abeyance pursuant
to Section 206A of the Companies Act, 1956
18. Previous year''s figures have been regrouped / recasted, wherever
necessary to confirm to this year''s classification.
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