To the Members,
1. Your Directors place before you the Forty-Eighth Annual Report of the Company together with Statement of Accounts for the accounting year ended 31st March, 2016.
2. Financial Results and Appropriation:
Rs. In Lacs
Current Year 2015-16
Previous Year 2014-15
Current Year 2015-16
Previous Year 2014-15
Profit for the year before depreciation and taxation
Less : Depreciation for the year
Profit / (Loss) before tax
Less : Provision for taxation - Current Tax
Tax adjustment relating to earlier year
Deferred Tax charge
MAT Credit Entitlement
Profit / (Loss) after tax
Add : Share in profit / (losses) from Associates
Profit / (Loss) for the year before Minority Interest
Less: Share of minority interest in profits/(losses)
Profit / (Loss) for the year
Add : Balance of profit brought forward
Charged to Reserves due to implementation of Schedule II of the Companies Act, 2013 (Net of deferred tax reversal of Rs. 33.63 Lacs)
Add : Transfer of securities premium account
Less : Transfer to general reserve
Proposed Dividend :
Tax on dividend (Including Surcharge)
Balance of profit carried forward
Earnings per share (EPS)
The Company proposes to transfer a sum of Rs. 50.00 Lacs to the general reserve. An amount of Rs.59,771.51 Lacs shall be retained as Surplus in the Profit and Loss account.
Review of Operations:
The revenue from the operations (Standalone) for the year ended 31st March, 2016 was Nil as compared to Rs. 3,951.77 Lacs for the previous year.
The Profit before tax for the year ended 31st March, 2016 was Rs. 2,825.98 Lacs as compared to Rs. 3,399.28 Lacs for the year ending 31st March, 2015. The Profit after Tax stood at Rs. 2,358.14 Lacs for the year ending 31st March, 2016 as compared to Rs. 2,678.27 Lacs for the previous year ending 31st March, 2015.
The revenue from operations (Consolidated) for the year ended 31st March, 2016 was Rs. 58,986.60 Lacs as compared to Rs. 53,453.68 Lacs for the previous year.
The Consolidated Loss before tax for the year ended 31st March, 2016 was Rs. (1,929.75) Lacs as compared to a Loss of Rs. (1,881.65) Lacs for the year ending 31st March, 2015. The Loss after Tax stood at Rs. (2,411.71) Lacs for the year ending 31st March, 2016 as compared to Loss of Rs. (2,960.44) Lacs for the previous year.
There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors'''' Report.
The Directors recommend a dividend of Rs. 1/- per equity share (Rs.1/- per equity share in the previous year ).
4. Conservation of Energy / Technology Absorption / Foreign Exchange earnings and outgo:
The Company is not engaged in manufacturing activities, hence no information on Conservation of Energy is required to be provided. Similarly, no new technology was absorbed during the year. The Foreign exchange earnings and outgo is given in Note No. 28,29 & 30 of the financial statements.
5. Industrial Relations:
The industrial relations with the employees continues to be harmonious.
6. Extract of the Annual Return:
The extract of the Annual Return for the financial year ended 31st March, 2016 in Form No. MGT-9 is enclosed as Annexure ‘E'''' to the Directors'''' Report.
7. Related Party Transactions:
All related party transactions that were entered into during the financial year were at arm''''s length basis. All related party transactions are approved by the Audit Committee and the Board of Directors. Prior omnibus approval of the Audit Committee is put in place for the transactions which are repetitive in nature. There were no other materially significant related party transactions entered into by the Company with the Promoters, Directors, key managerial personnel which may have a potential conflict with the interest of the Company at large.
The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company''''s website at the web link: http://www.adventz.com/adventz-investors-zgl.php. There were no transactions during the year which would require to be reported in Form AOC 2.
8. Particulars of Loans, Guarantees or Investments:
The details of Loans, Corporate Guarantees and Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.41 to the Financial Statements.
9. Nomination and Remuneration Policy and Disclosures on Remuneration:
The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and employees in the Senior Management. The details of the same are given in the Report on Corporate Governance.
The Nomination and Remuneration policy is displayed on the Company''''s website. The web link for the same is http://www.adventz.com/adventz-investors-zgl.php
The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request by the shareholders. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'''' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.
The disclosures under Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ‘H'''' to this Report.
10. Risk Management:
The Company has constituted the Risk Management Committee, which comprises two Independent Directors and Managing Director.,
Name of the member
Mr. Marco Wadia
Mr. N. Suresh Krishnan
The object of Risk Management Committee is to monitor and review the risk management plans for the Company including identification therein of elements of risks if any, which may threaten the existence of the Company and such other functions.
The Board of Directors on the recommendation of the Risk Management Committee has approved the Risk Management Policy for the Company in accordance with the provisions of Section 134 and Section 177, Schedule IV of the Companies Act, 2013 The Risk Policy document has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external and a detailed process for evaluation and treatment of risks. The risks identified and the steps taken to mitigate risks shall be reviewed by the Risk Management Committee and shall be placed before the Board.
11. Vigil Mechanism / Whistle Blower Policy:
The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015 has established a vigil mechanism for Directors and employees to report genuine concerns to the management viz. instances of unethical behavior, actual or suspected, fraud or violation of the Company''''s Code of Conduct. The Company has also formulated Whistle Blower Policy ("Policy”) which provides for adequate safeguard against victimization of persons and has a provision for direct access to the Chairperson of the Audit Committee. The Company has not denied any person from having access to the Chairperson of the Audit Committee.
12. Corporate Social Responsibility (“CSR”):
The Board of Directors has constituted a CSR Committee and also approved the CSR Policy. CSR Committee comprises two Independent Directors and one Executive Director.,
Name of the member
Mr. K. K. Gupta
Mr. Marco Wadia
Mr. N. Suresh Krishnan
The Board has constituted the CSR Committee to formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the CSR activities and to monitor the CSR Policy of the Company from time to time.
The policy is displayed on the website of the Company.
The web link for the same is http://www.adventz.com/adventz-investors-zgl.php
The detailed report on CSR activities as required under The Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure ‘G'''' to this report.
The Company has spent an amount of Rs.58.46 Lacs towards Corporate Social Responsibility during the current financial year.
13. Directors and Key Managerial Personnel:
All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.
In accordance with the provisions of the Companies Act, 2013, Mr. Saroj Kumar Poddar retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.
A brief profile and details of other Directorships and committee memberships of Mr. Saroj Kumar Poddar, are given in the Report on Corporate Governance attached as Annexure ‘A'''' to this report
Mr. N. Suresh Krishnan, Managing Director (w.e.f. 1st April, 2015) Mr. Vijay Kathuria CFO (w.e.f. 5th February, 2016) and Mr. Sachin Patil, Asst. Company Secretary, (w.e.f. 5th February, 2016) have been designated as Key Managerial Personnel in accordance with provisions of Section 203(1) of the Companies Act, 2013.
14. Board Evaluation:
Pursuant to the relevant provisions of the Companies Act, 2013 and the Listing regulations, the Board has carried out an annual performance evaluation of its own, the Directors individually as well as evaluation of the working of its Committees. The Nomination and Remuneration Committee has carried out evaluation of every Director.
The independent Directors evaluated performance of the Non-Independent Directors, the Board as whole and the chairperson of the Company.
The details of annual performance evaluation carried out are given in the Corporate Governance Report attached as Annexure A.
15. a. Board Meetings:
During the year under review, four Board meetings were held on : 15th May, 2015, 12th August, 2015, 30th October, 2015 and 5th February, 2016.
b. Audit Committee:
The details of the composition of the Audit Committee is given in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.
16. Fixed Deposits:
As reported in the year 2008-09, the Fixed Deposit Scheme of the Company was discontinued. Deposits matured and claimed have been repaid. 13 deposits amounting to Rs. 2.71 Lacs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment of the deposits. During the year, the Company has transferred an amount of Rs. 4.90 Lacs towards unclaimed / unpaid deposits and interest thereon to ''''The Investors Education and Protection Fund'''', pursuant to Section 125 of the Companies Act, 2013.
17. Debt Servicing:
Your Company has met all obligations towards repayment of principal and interest on all loans.
18. Details of significant and material orders passed by the regulators or courts:
There are no significant material orders passed by the courts/regulators or tribunals impacting the going concern status and Company''''s operations in future.
19. Adequacy of internal financial controls with reference to financial statements:
The company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Company''''s policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.
These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.
20. Disclosure Requirements :
Your Company has complied with all the mandatory SEBI Listing Regulations. The Report on Corporate Governance is enclosed as Annexure ‘A’ to this report. The Practicing Company Secretary''''s Certificate on compliance of Corporate Governance is enclosed as Annexure ‘B’. Declaration by the Managing Director is enclosed as Annexure ‘C’ and the Management Discussion and Analysis is enclosed as Annexure ‘D’ to this report.
As per Section 139 of the Companies Act, 2013 and Rules made there under, the Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, New Delhi, Statutory Auditors of the Company were appointed as Auditors from the conclusion of the Forty-Sixth Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting subject to ratification by the members at every Annual General Meeting. The Board, based on the recommendation of the Audit Committee recommends ratification of appointment of M/s. S.R. Batliboi & Co. LLP, as statutory auditors of the Company and to authorize the Board to fix the remuneration for the year 2016-17.
22. Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Sadashiv V. Shet, as Secretarial Auditor, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is enclosed as Annexure ‘F’ to this report. The report does not contain any qualification.
23. Internal Complaints Committee:
As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment. No complaints were received during the financial year.
24. Employees’ Stock Option (ESOP) Scheme:
The Company has not issued any ESOPS to its employees during the year.
25. Consolidated Financial Statements under Section 129 of the Companies Act, 2013:
The consolidated financial statements of the Company prepared in accordance with Section 129 of the Companies Act, 2013 and relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of the Annual Report.
The Company will make available the financial statements of subsidiaries upon request by any member of the Company interested in receiving this information. The Financial Statements of the Subsidiary Companies will also be available for inspection by any member of the Company at the Registered Office of the Company and its Subsidiaries.
A brief review of the subsidiaries of the Company is given below:-
A. Zuari Infraworld India Limited (ZIIL) :
A wholly owned subsidiary of your Company represents the group''''s foray into Real Estate Sector.
Projects under Execution
I. Own Project
Zuari Garden City Project, Mysore development of 73.65 Acres
Phase-II (Apartments): During the year, the Company has started the construction of Residential Development consisting of "464” Apartments with the saleable area of 732,640 Sft. The civil and structural work is in progress for 3 Towers.
During the period 18 slabs have been cast and the progress achieved is 35%. As of 31st March 2016, the Company has sold 87 units of value Rs. 43.66 Crores.
II. Joint Venture
(1) Mayavan Project, Vrindavan, Mathura
During the year, the Company has commenced the development work in Phase-I (36 Acres) consisting of Villas in 23 Acres and Plotting in 13 Acres. Infrastructure and site development work such as Entrance Gate, Compound wall, Interior Roads for 36 Acres is in progress and nearing completion. As of 31st March 2016, 178 No. plots and 14 No. Villas were sold.
(2) Adventz Tower - Burj Khalifa Downtown, Dubai
During the year the Company has;
- Completed the Design Development for the project
- Received the shoring and piling permit from Dubai Municipality. Work likely to commence in May'''' 16
- Progressed well on Branding and Marketing strategy
- All other critical approvals are expected in the H1 of F.Y. 2016-2017 i.e. by September 16
- Sales and construction work to commence in H2 of F.Y. 2016-2017
Goa (37 Acres Residential)
During the year the Company;
- Has entered into Development Management Agreement with Zuari Global Ltd. Where the Company has been appointed as Development Manager to supervise the overall Project.
- Intend to develop the Project in Cluster wise and accordingly has received the Technical clearance from the Town and Country Planning Department for carrying out the construction of residential project for 6.89 Acres (Phase-1)
- As of 31st March 2016, the Company has sold 86 units of value • 72 Crores and the construction is expected to be completed by 2017-2018.
Awards and Recognitions:
(1) Zuari Garden City (ZGC) - Mysore:
- ZGC -Mysore has won the "Best Upcoming Residential Project of the Year award at the Construction Times Builders Award, 2015 organized by the Construction Times magazine held in Mumbai.
- ZGC -Gardens (park 5 & 6) has won outstanding gardens award at Mysore Dasara Garden Competition 2015, held in Mysore.
(2) Adventz Tower -Dubai:
- The Project has won the Global award for "Best International Architecture Multiple Residence” at the Annual International Property Awards 2015, held in London.
- The Project has also won awards in the similar category in Dubai and Arabia Region.
B. Simon India Limited (SIL) :
Simon India Limited (SIL), a wholly owned subsidiary of your Company, was engaged in the execution of following projects in 2015-16:
- SIL commissioned the New 2000 TPD Sulphuric Acid Plant along with its captive 23 MW power plant and auxiliary systems like cooling water and demineralized water. The plant having a proprietary heat recovery system with MECS USA was executed on EPC basis by Simon India. The engineering, procurement and construction of second phase of the project involving retrofit of proprietary heat recovery system of MECS are in progress.
- New 200 TPD (Expandable to 250 TPD) Chlor-Alkali Plant for KLJ-Qatar in Qatar on EPCM basis.
- 2x10,000 MT phosphoric acid tanks for GSFC, Sikka Shore Terminal on EPC basis
- 50,000 TPY Caprolactum Distillation Unit for GSFC, Vadodara on EPC basis
- Project Management Consultancy for construction of Specialty Chemical Complex of Addar Chemical Company, KSA
- Conceptual Design of Butadiene Loading Station for Addar Chemical Company, KSA
- Detail Engineering of Ammonia Unloading Trolley for PPL, Paradeep
C. Indian Furniture Products Limited (IFPL):
Your Company holds 72.45 % share in IFPL.
IFPL is into the business of manufacturing of particle board furniture and also into retail/wholesale trade of furniture.
Furniture industry across the country has been going through difficult times during the last 3 years. As sluggishness further continued, IFPL went ahead with weeding out operations of unhealthy stores. Thirty loss-making showrooms have been closed to turn operations healthier.
In the market place, multifarious activities have been undertaken primarily at Showrooms in terms of new products, innovative pricing, regular customer contact programs etc. A total of 76 new products were introduced during the financial year. Every 6 months, 20 new products would be launched to rejuvenate the showrooms scaling up the freshness index.
Soundaryaa IFPL Interiors Ltd.
Subsidiary of Indian Furniture Products Limited which is a highly reputed Company in commercial interiors business. It has executed several projects for many multinational companies in India. The Company is executing a project of M/s. Shell India Ltd. for • 5,200 Lacs.
D. Zuari Investments Limited (ZIL):
Zuari Investments Limited (ZIL), a wholly owned subsidiary of your Company (ZGL), is engaged in the distribution of financial products and is focused to be a single window for all leading financial institutions offering complete bouquet of all financial products/services under one roof.
The company is a member of both, National Stock Exchange (NSE) and Bombay Stock Exchange (BSE), for cash, derivative and currency segments and providing Stock Broking services to clients. ZIL is a Depository Participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and providing Depository Services to clients. Besides being empanelled with Association of Mutual Fund of India (AMFI) for distribution of Mutual Fund products and a Category- II Registrar and Share Transfer Agents registered with Securities and Exchange Board of India (SEBI). In addition to above, the company is engaged as a direct selling agent for mortgages and real estate products.
(i) Zuari Insurance Brokers Limited:
Zuari Insurance Brokers Limited (ZIBL), a wholly owned subsidiary of ZIL, is registered with the Insurance Regulatory and Development Authority (IRDA) and provides complete Insurance solutions to Individuals & Corporates as an Insurance Broker. The company also caters to the entire in-house Insurance requirements of the group.
(ii) Zuari Commodity Trading Limited:
Zuari Commodity Trading Limited (ZCTL), a wholly owned subsidiary of ZIL, is a member of National Commodity Derivative Exchange Limited (NCDEX) and Multi Commodity Exchange Limited (MCX), providing commodity trading services to the clients.
(iii) Gobind Sugar Mills Limited (GSML):
Gobind Sugar Mills Limited (GSML), a subsidiary of Zuari Investments Limited (ZIL), belongs to the Adventz Group. It became a subsidiary of ZIL w.e.f. 25th August, 2014 and hence, became a subsidiary of your Company as well. It is one of the most rapidly growing companies in the sugar industry. The Company is listed on the Calcutta Stock Exchange.
During the year the Company has produced 7.53 lakh qtls. sugar with average recovery of 10.53% against previous sugar production of 7.12 lakh Qtls with sugar recovery of 9.33%. Molasses production for the year remained 3.71 lakh Qtls against previous year production of 3.90 lakh Qtls.
The Last quarter of the year brought ray of hope in sugar Industry as sugar prices started firming up and reached up to Rs. 3500/- per quintal from '''' 2600/- per quintal. At present New sugar is being sold @ Rs. 3300/- to 3500/- per Quintal. UP government has maintained the same sugarcane price of Rs. 280/- per quintal even after 3rd consecutive year and has assured almost all benefits declared last year. State Government has allowed the payment of Sugar cane in two parts. First payment of Rs. 230/- per quintal to be made immediately and rest after three months.
E. Zuari Sugar & Power Limited (Formerly known as Zuari Financial Services Limited):
Zuari Sugar & Power Limited (ZSPL), a wholly owned subsidiary of our Company has proposed to commence operations related to Sugar Manufacturing and Power Generation pursuant to change in the main objects of the Company. It is proposed to set up 60 KLPD Ethanol Plant at Aira, Dist. Lakhimpur Kheri.
F. Zuari Management Services Limited (ZMSL):
Zuari Management Services Limited (ZMSL), a wholly owned subsidiary of your Company, is engaged in the business of rendering management services. The services to Group Companies include the areas of human resource, internal audit, corporate communication, etc.
G. Globex Limited:
Your Company has wound up Globex Ltd., an offshore subsidiary Company established at Jebel Ali Free Zone, which was engaged in general trading in fertilizers and commodities and advisory services, 27 Joint Ventures:
Zuari Indian Oil tanking Private Limited (ZIOPL):
Zuari Indian Oil tanking Private Limited (ZIOPL), has state-of-the art terminalling facility for handling petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene.
The Company provides terminalling services to Hindustan Petroleum Corporation Limited, Bharat Petroleum Corporation Limited & Indian Oil Corporation Limited as a Common User Terminal (CUT) facility. Products currently handled are Motor Spirit, High Speed Diesel & Ethanol. For the year, 2015-16, the Oil Terminal has achieved a throughput of 549807.319 KL.
Zuari Agro Chemicals Limited (ZACL):
Your Company holds 20% shares and the subsidiary Zuari Management Services Limited holds 12.08% shares of Zuari Agro Chemicals Limited (ZACL).
The statement containing salient features of the financial statement of subsidiaries/associates/joint ventures is attached as Annexure ‘I’ to this report.
28. Directors’ Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of provisions of Section 134 (5) of the Companies Act, 2013, and hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively .
29. Directors'''' comments on the Audit Report:
Your Company''''s investment in Nagarjuna Oil Refinery Limited aggregated to Rs. 6944.09 Lacs and market value of this is Rs. 1085.37 Lacs. Hence, there is a diminution in the value of investment by Rs. 5858.72 Lacs.
The shares of Nagarjuna Fertilizers and Chemicals Limited allotted to the Company are not yet listed on the stock exchanges, pending receipt of permission from Securities and Exchange Board of India. These shares are carried at a value of 2,115.39 Lacs. SEBI had applied to High Court of Mumbai to set aside the High Court''''s earlier order sanctioning the scheme of arrangement and amalgamation relating to IKisan and NFCL. An application had been filed by SEBI in the High Court of Bombay at Mumbai to recall/review the order dated June 17, 2011 and order dated July 22, 2011 of the High Court of Bombay at Mumbai. The matter has been heard by Hon''''ble High Court of Bombay at Mumbai and dismissed the application filed by the SEBI on September 10, 2015 with costs. SEBI at hearing on February 29, 2016 informed the Hon''''ble High Court of Bombay vide letter vide letter February 4, 2016 addressed to Bombay Stock Exchange Ltd, SEBI has grant relaxation to the Company completing compliance and satisfying certain conditions while at same time requesting the court that SEBI would continue to maintain the appeal. NCFL is taking necessary steps to commence trading of equity shares at the earliest.
This being long term investment, management is of view that the diminution in the value of this investment is temporary in nature and hence no provision is required to be made there against.
Your Directors wish to place on record their appreciation for the dedication, commitment and contribution of all the stakeholders and employees of your Company.
For and on behalf of the Board
Place : Gurgaon S. K. Poddar
Date : 13th May, 2016 Chairman