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Zuari Global Ltd.

BSE: 500780 | NSE: ZUARIGLOB |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE217A01012 | SECTOR: Fertilisers

BSE Live

Dec 02, 16:00
131.60 4.50 (3.54%)
Volume
AVERAGE VOLUME
5-Day
4,606
10-Day
4,837
30-Day
5,730
11,048
  • Prev. Close

    127.10

  • Open Price

    127.90

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Dec 02, 15:55
132.35 5.15 (4.05%)
Volume
AVERAGE VOLUME
5-Day
37,838
10-Day
42,280
30-Day
42,556
39,152
  • Prev. Close

    127.20

  • Open Price

    128.05

  • Bid Price (Qty.)

    132.35 (17)

  • Offer Price (Qty.)

    0.00 (0)

Annual Report

For Year :
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Director’s Report

1. The Directors place before you the Fortieth Annual Report of the Company together with Statement of Accounts for the accounting year ended 31st March, 2008. 2. Financial Results and Appropriation: Previous Year Rs.in lacs Rs.in lacs Profit for the year before depreciation and taxation 13209.71 7136.74 Less : Depreciation for the year 1727.83 1730.68 Profit/floss) before tax 11481.88 5406.06 Less : Provision for taxation - Current Tax 2664.70 5592.25 - MAT credit entitlement - (4429.78) - Tax adjustment relating to earlier year (123.42) - - Deferred Tax charge 1519.47 196.52 - Fringe Benefit Tax 80.00 80.00 Profit / (loss) after tax 7341.13 3967.07 Add : Exceptional Item - 35387.44 Add : Balance of profit brought forward 44465.01 10971.61 Less: Transfer to general reserve 1000.00 5000.00 Proposed Dividend : 30% ( PY 25% ) 883.22 736.02 Tax on dividend (Including Surcharge) 150.10 125.09 Balance of profit carried forward 49772.82 44465.01 3. Dividend: The Directors recommend a dividend of Rs.3.00 per equity share (Rs. 2.50 per equity share in the previous year). 4. Debt Servicing: Your Company has met all obligations towards repayment of principal and interest on all loans. 5. Public Deposits: Public Deposit Scheme of the Company was continued during the year. Deposits matured during the year, have been repaid alongwith interest as on 31st March, 2008 in accordance with the terms of deposits. 677 deposits amounting to Rs.l 19.58 lakhs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment and/or renewal of the deposits. During the year, the Company has transferred an amount of Rs.l.28 lakhs towards unclaimed / unpaid deposits and interest thereon to The Investors Education and Protection Fund, pursuant to Section 205 C of the Companies Act, 1956. 6. Directors: Mr. D.B. Engineer, Mr. S.K. Poddar and Mr. Marco Wadia, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. Their resume and details of other directorships and Committee memberships are given in Annexure C to this report. 7. Auditors: The Auditors M/s. S.R. Batliboi & Co., Chartered Accountants, Gurgaon, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. 8. Conservation of Energy: Information disclosing particulars of conservation of energy is given in Annexure A to this report. 9. Technology Absorption: No new technology was absorbed during the year 2007-08. 10. Foreign Exchange earnings and outgo: By producing fertilizers, of which the country is a net importer, there has been savings of valuable foreign exchange to the National exchequer. Expenditure incurred in foreign exchange is noted under Schedule 20 (Note 9,10,13(ii) and 1 7) of the Annual Report and Accounts. 11. Capital Projects: During the year, a new Medium Pressure Boiler of 5 MT/ hour capacity was installed and commissioned (to replace the old Boiler of 30 MT/hour capacity) which is mainly used during the annual turnaround of Ammonia/Urea Plants. The old Waste Heat Boiler of DG Set was also replaced. The following Energy Saving Projects were implemented in the Ammonia Plant during the year: (i) A new Dehydrator was installed at the interstage of Synthesis Gas Compressor to improve its efficiency. This system is working satisfactorily. (ii) Installation of Process Air Heating Coil in the convection duct of Primary Reformer to recover the waste heat. 12. Environment & Safety: The Companys Fertiliser Plant continues to be a Zero Effluent Plant since 1990 and the man-made green bed around the Complex continues to flourish and attract a variety of wild life. The Company continues to give thrust to the safety initiatives across all functions including contract workers. External safety audit was conducted during the year by Synergic Safety. Engineers, Mumbai. Their recommendations are under implementation. The Company completed 1 .34 million man-hours without reportable lost time accident as on March 31, 2008. 13. Personnel: The Company continues to make efforts to upgrade the skills and effectiveness of its employees irrespective of their cadre through various training programmes and developmental activities. There has also been a constant endeavour to appraise employees of the need to rationalize human processes and optimize output to meet the challenges of the fast changing scenario in the fertilizer industry. The industrial relations in the Company continued to be cordial and harmonious during the year. Particulars of employees to be furnished under Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, are annexed to this Report as Annexure B. 14. Subsidiary Companies: In accordance with Accounting Standard 21, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. The Company has received approval of the Central Government u/s 212(8) of the Companies Act, 1956 exempting the Company from the purview of section 212 of the Act. Therefore the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Auditors of the Subsidiary Companies are not attached. The Company will make available these documents/ details upon request to any member of the Company interested in receiving this information. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any investor at the Registered Office of the Company and Subsidiaries. On 1 2th December, 2007 Zuari Developers Private Limited (formerly known as Anil Kumar M N Developers Private Limited) became subsidiary of Zuari Infrastructure and Developers Limited (formerly known as Zuari SEZ Limited), a wholly owned subsidiary of the Company. Consequently, Zuari Developers Private Limited became subsidiary of the Company effective 12th December, 2007. A brief review of subsidiaries and joint ventures of the Company is given herebelow:- a. Indian Furniture Products Limited (IFPL): IFPL, a wholly owned subsidiary of the Company, is engaged in manufacturing of Ready-To-Assemble (RTA) furniture of international quality through its state-of-the-art plant at Kakkalur near Chennai. The Plant is highly automated and is CNC (Computer Numeric Control) controlled. 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 achieved a turnover of Rs. 89.50 crores during the current financial year, an increase of over 15% as compared to last year. Its mass distribution channel under Zuari brand is doing very well and has an all India reach. The Company is strengthening its business under office system segment and is well poised to take the advantage of the booming economy. b. Zuari Seeds Limited (ZSL) : ZSL, a subsidiary of the Company, is engaged in R&D, production and marketing of hybrid seeds. The Company has achieved a turnover of Rs. 31.65 crores during the current financial year. The company continues to focus on providing superior quality hybrid seeds to the farming community. The Companys seeds are also exported to Bangladesh and other neighbouring countries. The Company has successfully launched Bt. Cotton in the market and sold about 90,000 packets during the year. The Company has plans to sell about 2.5 lakh packets during the year 2008-09. Two new maize hybrids developed by the Company have shown encouraging results in multi-locational trials and are expected to be marketed during the year 2008-09. c. Simon India Limited (SIL) : SIL, a wholly owned subsidiary of your Company, is engaged in Engineering Procurement and Construction (EPC) activities and has achieved a turnover of Rs. 30 crores during the current financial year. SIL has an order book of Rs. 65 Crores and is currently executing several major projects in India and overseas. SIL continues to provide the Project Management Consultancy services to Methanol Chemicals, Saudi Arabia. SIL has orders for providing detailed Engineering, Procurement Services and Technical Consultancy to Durgapur Chemicals Co., Meghmani Organics Ltd., Paradeep Phosphates Limited and Methanol Chemicals Co. d. Zuari Infrastructure and Developers Limited (formerly known as Zuari SEZ Ltd.) : Zuari Infrastructure and Developers Limited was originally incorporated as Zuari SEZ Limited on 6th December, 2006 with an objective to set up and develop Special Economic Zone (SEZ) for Information Technology (IT) and Information Technology Enabled Services (ITES). The Company is planning expansion of its business into real estate development activities. Accordingly, the Company has changed its name and suitably amended its object clause to reflect its business activity more prominently. The Company has acquired 100% stake in a Private Limited Company based at Bangalore in Karnataka, which has 73.65 acres of land. The Company is entering into a land development agreement with its subsidiary, Zuari Developers Private Limited, for construction of residential and commercial buildings in the land owned by the said subsidiary. e. Zuari Developers Private Limited ( formerly known as Anil Kumar M N Developers Pvt. Ltd. - a subsidiary of Zuari Infrastructure & Developers Ltd.): Zuari Developers Private Limited, acquired 73.65 acres of land at Karnataka. The Company has become 100% subsidiary of Zuari Infrastructure and Developers Limited, effective 12th December, 2007. The Company intends developing the land for commercial/residential purpose and will be entering into a suitable agreement with its holding Company and other agencies. 15. Joint Venture Companies: a. Zuari Investments Limited : Zuari Investments Limited, a joint venture with Chambal Fertilizers and Chemicals Limited, is a member of both National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for equity as well as Futures & Option (F&O) trading. It is a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Besides being empanelled with Association of Mutual Fund of India (AMFI) for distribution of Mutual Fund products, the Company is also a member of Over the Counter Exchange of India (OTCEI) and a Category-ll Registrar and Share Transfer Agent registered with Securities and Exchange Board of India (SEBI). The Company is also an Insurance Regulatory and Development Authority (IRDA) licensed Direct Broker for Life and Non-life segment through its wholly owned subsidiary Zuari Chambal Insurance Solutions Limited. The Company plans to enter into Commodity Broking to expand its bouquet of Financial Services and to become a one stop shop for Stock Broking, Depository Services, Investment Advisory Services, Insurance Broking Services and Commodity Broking Services and is fully poised to benefit from a buoyant capital market. b. Zuari Maroc Phosphates Limtied (ZMPL) : Zuari Maroc Phosphates Limited (ZMPL) is a 50:50 joint venture with Maroc Phosphore S.A., Morocco, which was established as a Special Purpose Vehicle for acquisition of majority stake in Paradeep Phosphates Limited (PPL). ZMPL holds 80.45% of equity stake in PPL thereby making it a subsidiary of ZMPL. PPLs sales and operating revenue including subsidy and other income for the year 2007-08 was Rs.2522 crores (previous year Rs.2064 crores). PPL continues to improve its marketing efficiency by increasing the marketing share in the primary markets. The sales of own fertilizers for the year 2007-08 was 1315399 MT as compared to 1318115 MT during the previous year. c. Zuari Indian Oiltanking Limited (ZIOL) : Zuari Indian Oiltanking Limited (ZIOL) a 50:50 joint venture between Zuari Industries Limited and Indian Oiltanking Limited (IOTL) has state-of-the-art terminalling facility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene. The Terminal at Goa with 71000 KL tankage is situated 85 M above sea level with a 14 Km. long piggable pipeline from Mormugao Harbour, Goa. The Company provides terminalling services to Zuari Industries Limited, Hindustan Petroleum and Bharat Petroleum. ZIOL also provides value added services like ethanol blending in petrol to the Oil Companies. In the year 2007-08, the terminal has achieved a throughput of 606,000 KL. d. Zuari Rotem Speciality Fertilisers Limited : With a view to meet the demand for Water Soluble Fertilisers (WSF), a Speciality Fertiliser in India, the Company has entered into 50:50 joint venture with Rotem Amfert Negev Limited (Rotem), Israel. Rotem is a subsidiary of ICL Group, Israel, which is a USD 3.0 billion conglomerate and is a world leader in production and sales of speciality fertilizers. The joint venture Company, namely Zuari Rotem Speciality Fertilisers Limtied (ZRSFL) was incorporated in November, 2007 and is now in the process of obtaining various central and state level clearances for its proposed manufacturing facilities at Baramati, Maharashtra. The Company has acquired about 3 acres of land at Baramati, to build a state-of-the-art batch operating facility incorporating Israeli technology to produce up to 24,000 MT of WSF per annum. Initially, the plant will manufacture two WSF grades, namely 19:19:19 and 20:20:20. Subsequently, the plant will produce other grades to meet market requirement. The joint venture will utilize the efficient marketing and dealer network of your Company. 16. Corporate Governance : The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is enclosed as Annexure C. The Auditors Certificate on Compliance of conditions of Corporate Governance is enclosed as Annexure D, Declaration of Managing Director as Annexure E and the Management Discussion & Analysis as Annexure F. 17. Social Responsibility: The Company gives financial support in the form of scholarships to meritorious students in Engineering and Agriculture streams, besides giving merit scholarships to neighbouring high school students. To promote excellence in agriculture, Company presents its coveted Krishi Samrat award to an outstanding farmer in the marketing area and so far ten farmers have won this award. As part of our social corporate responsibility, the Company has taken several initiatives such as sponsoring of rural sports in Companys marketing areas, maintenance of public park in Vasco which has been appreciated by the public and the green hedge in the divider on the 4 Km. stretch highway in front of Goa complex. 18. Directors Responsibility Statement: Your Directors hereby report: i. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. that the directors have selected such accounting policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2008 and of the profit and loss account for the period ended 31st March, 2008; iii. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of . the Company and for preventing and detecting fraud and other irregularities; iv. that the directors have prepared the annual accounts on a going concern basis. 19. Acknowledgements : Your Directors wish to place on record their appreciation of the dedication, commitment and contribution of every employee of the Company. For and on behalf of the Board New Delhi K. K. BIRLA 15th May, 2008 Chairman

Director’s Report