b. Terms/Rights attached to equity shares
The Company has only one class of equity shares having a par value of '''' 10/- Share. Each share holder of equity shares is entitled to one vote per share.
The Company declares and pay dividends in Indian rupees. The dividend proposed by Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.
For the year ended 31st March 2016, the amount of per share dividend recognized as distribution to equity share holders was Rs.1/- (31st March 2015:: Rs.1/-), subject to approval of shareholders.
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.
As per records of the Company, including its register of shareholders/member and other declarations received from shareholders regarding beneficial interest, the above holding represents both legal and beneficial ownership of shares.
** During the previous year ended 31 March 2015, Adventz Investments and Holdings Limited had been merged with Adventz Finance Private Limited vide court order dated 2nd June 2014 and accordingly all shares held by Adventz Investments and Holdings Limited are now vested with Adventz Finance Private Limited.
* Refer note 40
(i) The loan is secured by the first exclusive charge on specific immovable property (shown as inventories) of the Company.
(ii) The Company has undertaken that during the term of the loan, it shall continue to hold and it shall not enter into a transaction to encumber any of the following equity shares which are currently directly or indirectly held by it:
a) 100% equity shares in the total equity share capital of Zuari Investment Limited (ZIL).
b) 30% equity shares in the total equity share capital of Zuari Agro Chemicals Limited.
c) 12% equity shares in the total equity share capital of Chambal Fertilizers and Chemicals Limited.
d) 25% equity shares in the total equity share capital of Gobind Sugar Mills Ltd.
(iii) Promoter group shall continue to have management control of the Company and ZIL (Subsidiary company) and hold majority ownership (at least 51% of the total equity share capital without any encumbrance) in the Company including the ability to appoint majority Directors of the Board of the Company and ZIL.
(a) (i) Pursuant to the Composite Scheme of Arrangement and Amalgamation among iKisan Limited, Kakinada Fertilisers Limited (KFL), Nagarjuna Fertilisers and Chemicals Limited (NFCL) and Nagarjuna Oil Refinery Limited (NORL), the Company had got one fully paid up equity share of Nagarjuna Oil Refinery Limited of Rs.1/- each for every one equity share of Rs.10/- held in NFCL and eleven equity shares in KFL of Rs.1/- each for every ten equity shares of Rs.10/- held in NFCL. The name of KFL has subsequent to merger on rights issue changed to NFCL. The cost of shares held in Nagarjuna Fertilizers and Chemicals Limited had been allocated in the ratio of 76.65% and 23.35% to the shares of Nagarjuna Oil Refinery Limited and Nagarjuna Fertilizers and Chemicals Limited. (formerly known as Kakinada Fertilizers Limited)
(ii) The Company''''s investment in Nagarjuna Oil Refinery Limited aggregated to Rs.6,944.09 Lacs (31st March 2015:: Rs.6,944.09 Lacs) (based on cost allocation as above in (i) and market value of this is Rs.1,085.37 Lacs (31st
March 2015:: Rs.1,205.64 Lacs). Hence, there is a diminution in the value of investment by Rs.5,858.72 Lacs (31st March 2015:: Rs.5,738.45 Lacs)
(iii) The shares of Nagarjuna Fertilizers and Chemicals Limited alloted to the Company, are not yet listed on stock exchange, pending receipt of permission from Securities and Exchange Board of India.
(b) The Company has investment of Rs.5,103.34 Lacs in the equity shares and Rs.1,000 Lacs in redeemable convertible non-cumulative preference shares of one of its subsidiary company, Indian Furniture Products Limited. The Company has assured to provide continuous financial support. As per the latest audited financial statements of this subsidiary, it has accumulated losses which have resulted in erosion of substantial portion of its net worth.
(c) During the year, one of the subsidiary company, Globex Limited was put into liquidation vide resolution passed in the meeting of the parent shareholder company''''s representatives held on 30th October 2015. The Company has received entire amount of Rs.13.40 Lacs towards refund of equity.
(d) The Company had entered into an agreement for sale of equity shares of Synthesis Energy System Inc aggregating to Rs.2,235.12 Lacs to one of its subsidiary company, Simon India Limited (SIL) at a price to be determined, which shall not be lower than the book value. During the current year, the Company has signed termination of the earlier agreement with SIL hence the Rs.1500 Lacs received as advance against these shares was refunded back to SIL.
(a) The Company has entered into Memorandum of understanding with Zuari Agro Chemicals Limited (ZACL) for sale of 3,22,67,741 equity shares of Nagarjuna Fertilizers and Chemicals Limited (NFCL), for a consideration that shall not be less than the market value of the shares as and when the share of NFCL are listed on the stock Exchange or book value. Pending listing of the shares of NFCL on the stock Exchanges, ZACL has paid an advance of Rs.11,920.00 Lacs to the Company, towards purchase of shares, which shall be adjusted thereafter from the total consideration amount at the time of the Sale / Transfer.
c. The Company has given a letter of Comfort to Ratnakar Bank Limited for the purpose of facilitating the loans of Rs.2,000.00 Lacs (31st March 2015:: Rs.2,000 Lacs) taken by Gobind Sugar Mills Limited.
d. The Company has given as collateral the specific land (appearing under inventories) by way of first and paramount charge in favour of a bank for the credit facility availed by one of its subsidiary.
1. Segmental Information Primary Segment
The Company has disclosed business segment as primary segment. The segments have been identified and reported taking into account the nature of products and services, the differing risks and returns, the organization structure and the internal reporting system. The identified reportable segments for the year under review are Fertilizers and land development. Fertilizer segment includes trading of fertilizers and pesticides. Land development segment includes acquiring lands with the objective of granting rights to other parties to develop the land under joint development agreement.
Secondary Segment - Geographical Segment.
The Company operates in India and therefore caters to the needs of the domestic market. Therefore, there are no reportable geographical segments.
1. Zuari Investment Limited has undertaken that for the term loan of the Company of Rs.8,000 Lacs obtained by the Company from Rabo India Finance Ltd., it shall continue to hold 25% equity shares in the total equity share capital of Gobind Sugar Mills Ltd during the term of the loan.
2. Zuari Management Services Limited has undertaken that for the term loan of the Company of '''' 8,000 Lacs obtained by the Company from Rabo India Finance Ltd., it shall continue to hold 10% equity shares in the total equity share capital of Zuari Agro Chemicals Limited during the term of the loan.
3. The Company has given a letter of Comfort to Ratnakar Bank Limited for the purpose of facilitating the loans of Rs.2,000.00 Lacs (31st March 2015 :: Rs. 2,000 Lacs) taken by Gobind Sugar Mills Limited.
4. The Company has given as collateral the specific land (appearing under inventories) by way of first and paramount charge in favour of a bank for the credit facility availed by Zuari infra world India Limited aggregating to Rs.17,677 Lacs
* The name of the company "Zuari Seeds Limited” has been changed to "Zuari Agri Sciences Limited” w.e.f.11th September, 2014.
** The name of the company "Zuari Maroc Phosphates Limited” has been changed to "Zuari Maroc Phosphates Private Limited” w.e.f.30th March, 2015.
*** The name of the company "Zuari Indian Oil tanking Limited” has been changed to "Zuari Indian Oil tanking Private Limited” w.e.f.15th April, 2015.
5. Employee benefits:
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 statement of profit and loss and the funded status and amounts recognized in the balance sheet.
Statement of Profit and Loss
Net employee benefit expense (recognized in Employee Cost) for the year ended 31st March, 2016
B. Provident Fund
The Company has set up Provident Fund Trust, which was managed by the Company as per the Guideline Note on implementing AS-15, Employee Benefits (revised 2005) issued by the Accounting Standard Board (ASB), provident funds set up by employers, which requires interest shortfall to be met by the employer, needs to be treated as defined benefit plan. With the transfer of Fertilizer undertaking to Zuari Agro Chemicals Limited, on demerger with effect from 1st July, 2011, the Trust is being managed by Zuari Agro Chemicals Limited and there is surplus in the fund balance in the provident fund trust maintained by the said company.
6. a). The Company has obtained office premises, apartments and warehouses on operating leases for the period ranging from 0-2 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 statement of profit and loss for the year are Rs.3.12 Lacs (Previous year Rs.3.11Lacs).
b). The Company has given buildings on operating lease for the period of three years. In all the cases, the agreements are further renewable at the option of the Company. All these leases are cancellable in nature. There is no escalation clause in the respective lease agreements. The total lease income received in respect of such leases recognized in the statement of profit and loss Rs.31.44 Lacs (Previous year Rs.29.41 Lacs).
7. 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., 8,051(previous year 8,051) Rights'''' Equity Shares entitlements have been kept in abeyance pursuant to Section 126 of the Companies Act, 2013.
8. Disclosure required under Section 186 (4) of the Companies Act 2013
9. Income Tax Appellate Tribunal has, during the current year issued favourable decisions for certain past years but issue related to Section 14A of the Income Tax Act, 1961 has been set-aside and assessing officer has been asked to do fresh adjudication. The Company is carrying the same amount of income tax provision (already deposited in an earlier year) including interest thereon, provided in an earlier year for those years. The Company is of the view that the amount of provision so made is adequate. Also, appeal effect order for the assessment year 2009-10, is not yet received from the department. Pending receipt of such order, interest on income tax refund has not been recognized as the amount is presently not reasonably determinable.
10. Previous year’s figures have been regrouped/reclassified, where necessary, to confirm to this year’s classification.