INFORMATION MEMORANDUM

ZUARI AGRO CHEMICALS LIMITED

(Formerly known as Zuari Holdings Limited)

Zuari Agro Chemicals Limited (“Company”) was incorporated on 10th September, 2009under the Companies Act, 1956 (“Companies Act”). The corporate identification number assigned to our

Company is U65910GA2009PLC006177.

Registered Office: Jai Kisaan Bhawan, Zuarinagar, Goa-403726, Tel: (0832) 2592180, 2592181 Corporate Office: Global Business Park, Tower ‘A’, 5th Floor, M.G. Road, Gurgaon 122002,

Haryana, Website: www.zuari.in Compliance Officer & Contact Person: Mr. R.Y. Patil, Chief General Manager & Company Secretary

Phone: (0832) 2592180, 2592181, Fax: (0832) 2555279, Email-id: ryp@zuari.adventz.com

Information memorandum for the listing of 42,058,006 Equity Shares of Rs. 10 each fully paid up pursuant to the Scheme of Arrangement and Demerger

NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TO THIS INFORMATION MEMORANDUM

FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANY GENERAL RISKS

Investment in equity and equity related securities, involves a degree of risk and investors should not invest any funds in the equity shares of the Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking a decision of investing in the equity shares of the Company. For taking an investment decision, investors must rely on their own examination of the Company, including the risks involved. The securities have not been recommended or approved by Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. Specific attention of investors is invited to the Section titled “Risk Factors” in this Information Memorandum.

ISSUER’S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in this Information Memorandum is true and correct in all material respects, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING ARRANGEMENT The Equity Shares of the Company are proposed to be listed on the BSE Limited (BSE), and the National Stock Exchange of India Limited (NSE). The Company has submitted this Information Memorandum with BSE and NSE and the same has been made available on the Company’s website viz. www.zuari.in. The Information Memorandum would also be made available on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com).

REGISTRAR AND SHARE TRANSFER AGENT

LINK INTIME INDIA PRIVATE LIMITED C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078

Tel: (91 22) 2596 3838 Fax: (91 22) 2596 0329 Website: www.linkintime.co.in E-mail: rnt.helpdesk@linkintime.co.in

Investor Grievance Email: rnt.helpdesk@linkintime.co.in Contact Person: N Mahadevan Iyer

SEBI Registration No.: INR000004058

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Table of Contents

Sr. No. Particulars Page No.

I Definitions & Abbreviations 3

II Risk Factors 7

III General Information 17

IV Capital Structure 22

V Objects And Rationale Of The Scheme 37

VI Salient Features Of The Scheme 39

VII Statement Of Possible Tax Benefits 43

VIII Company History & Management 58

IX Overview Of Organisation Structure 71

X Promoter, Promoter Group and Subsidiary Companies and Companies Under Same Management

72

XI Industry Overview 111

XII Our Business 114

XIII Financial Statements 116

XIV Management’s Discussion and Analysis 117

XV Outstanding Litigations, Defaults And Material Developments 120

XVI Articles Of Association 190

XVII Documents For Inspection 246

DECLARATION 247

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I: DEFINITIONS & ABBREVIATIONS

COMPANY / INDUSTRY RELATED TERMS

Term Description

“Zuari Global Limited” or “ZGL” or “ZIL”

Zuari Global Limited (formerly known as Zuari Industries Limited), a public limited company having its registered office at Jai Kisaan Bhawan, Zuarinagar, Goa-403726

Articles / Articles of Association Articles of Association of our Company

Board of Directors / Board Board of Directors of the Company

Demerged Undertaking Demerged Undertaking shall have the meaning ascribed to such term in “Scheme of Arrangement and Demerger”

Demerger Appointed Date 1st July, 2011

Effective Date Date of filing the Orders along with Form 21 with Registrar of Companies, i.e., 21st March, 2012

Equity Share(s) or Share(s) Equity Share of our Company having a face value of `10/- unless otherwise specified in the context thereof

Group Companies Group Companies of our Company as listed in “Promoters and Group Companies”

Information Memorandum This document filed with the Stock Exchanges is known as and referred to as the Information Memorandum.

“ZACL” or “Company” or “Our Company” or “we” or “us” or “our” or “ZHL”

Zuari Agro Chemicals Limited (formerly known as Zuari Holdings Limited), a public limited company having its registered office at Jai Kisaan Bhawan, Zuarinagar, Goa-403726

Listing Agreements The listing agreement to be entered into between our Company and the Stock Exchanges

Memorandum/ Memorandum of Association

Memorandum of Association of the Company

Orders Orders of the Hon’ble High Court of Bombay at Goa dated 2nd March, 2012, approving the Scheme, and filed with the RoC on 21st March, 2012

Promoter Group Promoter Group as defined in “Promoter, Promoter Group and Subsidiary Companies and Companies Under Same Management”

Promoters Zuari Global Limited (Formerly known as Zuari Industries Limited)

Transferor Company Zuari Global Limited (Formerly known as Zuari Industries Limited)

Transferee Company Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)

Record date 10th April, 2012

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Term Description

Registrar and Share Transfer Agents

Link Intime India Private Limited

RoC The Registrar of Companies of Goa located at Company Law Bhawan, EDC Complex, Plot No. 21, Patto, Panaji - 403001

Scheme Scheme of Arrangement and Demerger dated 14th July, 2011

Statutory Auditor S. R. Batliboi & Co.

Stock Exchanges NSE and BSE

CONVENTIONAL / GENERAL TERMS AND ABBREVIATIONS

COMPANY / INDUSTRY RELATED TERMS

Term Description

Articles / Articles of Association / AOA

Articles of Association of the Issuer, as amended

Auditors / Statutory Auditors M/s. S.R. Batliboi & Co

Board / Board of Directors The Board of Directors of the Issuer

BSE BSE Limited

BTU British Thermal Units

Committee of Directors The Committee of Directors of the Issuer

CDSL Central Depository Services Limited

DP Depository Participant

Memorandum / MOA Memorandum of Association of the Issuer, as amended

MOP Muriate of Potash

MT Metric Tonne

NBS Nutrient Based Subsidy

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

Registered Office Jai Kisaan Bhawan, Zuarinagar, Goa-403726

SCRR Securities Contracts (Regulations) Rules, 1957

SEBI Securities and Exchange Board of India

USD United States Dollar, the official currency of the United States of America

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In the Information Memorandum all reference to ` refer to Rupees, the lawful currency of India, reference to one gender also refers to another gender and the word ‘Lakh’ or ’Lac’ means ‘one hundred thousand’ and the word ‘million’ means ‘ten lacs’ and the word ‘crore’ means ‘ten million’. Certain Conventions; Use of Market Data Unless stated otherwise, the financial data in this Information Memorandum is derived from our restated financial statements. The fiscal year commences on April 1 and ends on March 31 of each year, so all references to a particular fiscal year are to the twelve month period ended March 31 of that year. In this Information Memorandum, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “`” are to Indian Rupees, the official currency of the Republic of India. For additional definitions, please see the section titled “Definitions, Abbreviations and Industry Related Terms” of this Information Memorandum. Unless stated otherwise, industry data used throughout this Information Memorandum has been obtained from the published data and industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we believe that industry data used in this Information Memorandum is reliable, it has not been independently verified. The information included in this Information Memorandum about various other Companies is based on their respective Annual Reports and information made available by the respective companies. Forward-Looking Statements We have included statements in this Information Memorandum which contain words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, contemplate”, “seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions, that are “forward looking statements”. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements, actual results may differ materially from those suggested by the forward looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to: • General economic and business conditions in India and other countries; • Regulatory changes and our ability to respond to them; • Our ability to successfully implement our strategy, our growth and expansion plans; • Technological changes;

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• Our exposure to market risks, general economic and political conditions in India which have an impact on our business activities or investments;

• The monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally;

• Changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry

For further discussion of factors that could cause our actual results to differ, see the section titled “Risk Factors” of this Information Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. We do not have any obligation to, and do not intend to, update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not materialize.

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II - RISK FACTORS

The following is the summary of the risk factors. The more detailed information about the

Company and its financial statements has been included elsewhere in this Information

Memorandum. Unless specified or quantified in the relevant risk factors below, the Company

is not in a position to quantify the financial or other implication of any of the risks described in

this Section. The numbering of the risk factors has been done to facilitate ease of reading and

reference and does not in any manner indicate the importance of one risk over another.

An investment in equity shares involves a high degree of risk. The investor should carefully

consider all the information in this Information Memorandum including the risks and

uncertainties mentioned below. If any of the following risks actually occur, the business,

financial condition and operations of the Company could suffer, the trading price of the Equity

Shares could decline and the investor may lose all or part of their investments.

MATERIALITY

The Risk Factors have been determined on the basis of their materiality. The following factors

have been considered for determining the materiality:

• Some events may not be material individually but may be found material collectively.

• Some events may have material impact qualitatively instead of quantitatively.

• Some events may not be material at present but may be having material impact in

future.

The risk factors are as envisaged by the management along with the proposals to address the

risk if any.

INTERNAL RISK FACTORS

Risk factors related to our Company and Business

1. Our Company may be involved in legal proceedings in various states in India, both

as plaintiff and as defendant, in which we may not prevail.

Pursuant to the clause 13 of the Scheme of Arrangement and Demerger, all legal and

other proceedings by or against Zuari Global Limited ( formerly known as Zuari

Industries Limited) and relating to the Fertiliser Undertaking shall be continued and

enforced by or against Zuari Agro Chemicals Limited (formerly known as Zuari

Holdings Limited) only. If proceedings are taken against Zuari Global Limited, Zuari

Global Limited will defend on notice as per advice of Zuari Agro Chemicals Limited at

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the costs of Zuari Agro Chemicals Limited and Zuari Agro Chemicals Limited will

indemnify and keep indemnified Zuari Global Limited from and against all liabilities,

obligations, actions, claims, and demands in respect thereof.

There are certain claims pending against us, which are discussed elsewhere in the

Information Memorandum. Some of these actions against us may result in financial

Settlements and penalties that may affect our earnings. If we are sued by our

customers or end users in case of any defects in our Fertilisers, our reputation and

business may be adversely affected.

For further details, kindly refer to the section titled “Outstanding Litigations, Defaults

And Material Developments.”

2. Our sales are to a large extent dependent on the overall area under cultivation and

the cropping pattern adopted by the farming community in India

The Company has taken over the Fertilizer Undertaking of the Zuari Industries

Limited(now Zuari Global Limited) pursuant to Demerger scheme approved by the

High Court of Bombay at Goa. The Company shall derive profits primarily from sales

of Urea, Diammonium phosphate (DAP), Muriate of Potash (MOP) and NP/NPK

Complex in various parts of India. Any significant reduction (10% or more) in the area

under cultivation or any shortfall of rainfall may significantly reduce the demand for

our Fertilisers. Also the demand of our Fertilisers is dependent on the cropping

pattern which may vary year on year for the major crops. Any significant changes in

the cultivable area, rain distribution and the cropping pattern in India may impact our

sales and profitability. Fortunes of the fertilizer industry as a whole depend on the

status of the agriculture sector which in turn depends on the adequacy of monsoons.

Erratic or inadequate monsoons could have an adverse impact on the fertilizer

industry and the Company.

3. Regulated industry and grant of Subsidies by the Government

Fertilizer industry is a regulated Industry in India. The Maximum Retail Price as well as

subsidy on fertilizers is dependent on Government regulations (policies vary on the

type of Fertilser). Any change in the Government policies with respect to fertilizers

and allied agro products especially covered under the subsidy scheme may affect the

company’s sales and profitability. Urea is presently under the Retention Pricing

Scheme, whereby the urea manufacturers get a specified return on the net worth.

Decontrol of Urea could affect the fortunes of the fertilizer industry and the Company.

In an endeavor to ensure a balanced use of fertilizers, the Government has

introduced Nutrient Based Subsidy on DAP and other complex fertilizers.. Delay in

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determination and receipt of subsidy from the Central Government may affect the

profitability of the Company.

4. Manufacturing Facilities and smooth operations of Plant and ability to adapt to

technological changes:

The operation of the units may be disrupted for reasons that are beyond the control

of the Company including explosions, fires, earthquakes and other natural disasters,

breakdown, failure or substandard performance of equipment, improper installation

or operation of equipment, accidents, operational problems, transportation

interruptions, other environmental risks and labour disputes. In addition, the

Company's projects may also be targets of terrorist attacks or other civil disturbances.

Furthermore, the Company relies on extremely sophisticated and complex machinery

that is built by third parties and may be susceptible to malfunction. The Company

cannot assure that it will successfully implement new technologies effectively or

adapt its systems to emerging industry standards. The loss of or shutdown of

operations at company’s manufacturing facility may have a material adverse effect on

its business, financial condition and results of operations. The Company’s operations

could be adversely affected by strikes, work stoppages or increased wage demands

by its employees.

5. Delay or non-receipt of relevant regulatory and' third party approvals may have an

adverse effect on the operations and financial condition of the Company.

As a result of the Scheme of Demerger approved by the High Court, the Company is

required to transfer the assets, properties, contracts and licenses and permits forming

part of the Demerged Undertaking, from Zuari Industries Limited (now Zuari Global

Limited) in favour of the Company. Some of the consent s have been obtained and

some are still pending. Any delay or non- receipt of these consents will hamper the

operations of the Company and may have an adverse impact on the financial

condition of the Company.

6. Our failure to obtain and renew Compliance requirements and regulatory approvals

required for our business may be detrimental for our business.

Most of Company’s approvals for manufacturing process are valid for certain period

and requires regular renewals. These renewals are required in ordinary course of

business and are subject to compliances with various conditions stipulated in those

approval/ Licenses. In case the Company is unable to get its licenses and approval

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renewed in time the operation of the manufacturing facilities and marketing of the

products may be hampered, which can affect its results of operations and financials.

7. Our inability to meet the quality norms prescribed by the Government.

Quality of Fertilizer products manufactured in India is open to independent verification

by Government agencies. Government agencies carry out surprise sample checking

of Fertilisers for their contents / nutrients. In case, the content / nutrients in the

sample does not comply with the quality norms prescribed by the Government, it

could lead to issuance of show cause notices. Any failure on quality control by the

Company could lead to suspension of sales of those batches and /or Fertilisers in that

particular state or the Fertilisers manufactured by the company being totally banned

for sales.

8. Risk on availability of raw material, transportation arrangements and Imports

restrictions.

The price and availability of imported raw materials for the manufacture of Phosphatic

Fertilisers could affect the profitability of the Company. The Company’s business may

be adversely affected if it is unable to renew its contracts with raw material suppliers.

The Company’s business is dependent on continued availability of raw materials

Naptha/LNG/Gas, phosphoric acid and Potash. Any interruption in the availability of

the abovementioned or other raw materials may adversely affect Company’s

business, financial condition and results of operations. Similarly, in the event that

suppliers face a plant shutdown or other problems which affect the continued supply

of aforementioned raw materials to the Company, financial condition and results of

operations may be adversely affected.

9. Risk in relation to usage of hazardous chemical / substances in our production

The Company is exposed to risk of usage of hazardous chemicals in production. Any

mishandling of hazardous chemicals / substances could lead to fatal accidents, which

may affect its business operations. In order to prevent such mishandling the

Company has established various measures including training of workers, no entry to

production area without safety devices, prominent display of safety measures and

precautionary measures in production area etc. Effluent water treatment plant has

been installed and recycled water is used in processes / gardens in the precincts.

Fresh air induction systems have been installed to create a better protection

environment.

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10. Environmental laws and regulations:

Environmental laws and regulations in India are becoming stringent and it is possible

that they will become significantly more stringent in the future. If, as a result of non-

compliance with any environmental regulations, any heavy penalty is imposed on the

Company or any of its units or the operations of such units are shut down, The

Company will continue to incur costs in complying with these regulations, appealing

against any decision to close its facilities, maintaining production at its existing

facilities and continuing to pay labour and other costs which continue, even if the

facility is closed. As a result, the Company’s overall operating expenses will increase

and its profits will decrease.

11. Competition from other established companies and future entrants into the

industry.

The Company operates in the domestic market where it faces competition from other

domestic players. Growing competition may force the Company to reduce the prices

of its Fertilisers, which may reduce revenues and margins and/or decrease market

share, either of which could impact results or operations.

12. The insurance policies obtained by us may not be adequate to protect us against all

potential losses, which we may be subject to in future.

The Company has covered itself against majority of the risks. The Company’s

significant insurance policies consist of policies on Plant & Machinery, stocks of

inventory and Employee group health schemes. In addition, it has obtained separate

insurance coverage to cover terrorism risks. The Company will rely upon insurance

coverage to insure against damage and loss to its plant that may occur during

operation. Nevertheless, the insurance that the Company obtains may not be

sufficient to protect it from all casualties and losses. Losses suffered due to

inadequate coverage may have an adverse impact on the Company's business,

financial condition and operations

13. Availability of additional funds / working capital on unfavorable terms and

conditions or Increase in interest rates

The Company's business is capital intensive and the Company may plan to make

additional capital expenditures to complete the projects that it is currently developing

or that it may develop in the future. The Company's ability to pay dividends in the

future will depend upon its future earnings, financial condition, cash flows, working

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capital requirements, capital expenditures and restrictive covenants in its financing

arrangements. The Company's future dividend policy will depend on its capital

requirements and financing arrangements for projects, financial condition, operations

and Government of India policy. The Company’s inability to get funds on acceptable

term could impact its growth and profitability.

14. Risks of retention of manpower, Key Managerial persons or Increased cost of

Manpower

The Company is dependent on its non-executive Chairman, Mr. S.K. Poddar Mr. N.

Suresh Krishnan, Managing Director, and a number of other key personnel, and the

loss of such persons, or its inability to attract key personnel or retain them in the

future, could adversely affect the Company. Company’s sustained growth depends on

our ability to attract and retain skilled manpower. Failure to attract and retain skilled

manpower could adversely affect its growth strategy. Any significant changes in the

key managerial personnel, may affect the performance of the Company. Also, Wage

increases may reduce its profit margins and negatively impact the financial condition

and results of operations of the Company.

15. Besides above, as a manufacturing company, the Company is subject to several

risks, including:

• Ability to hire skilled labour;

• Issues in securing an adequate and uninterrupted supply of water, power for

manufacturing operations and at cost-effective rates; and

• The occurrence of any of these events, individually or in aggregate, could

have an adverse effect on the Company's business, prospects, financial

condition and operations.

External Risk factors

1. Certain factors beyond the control of our Company like floods, droughts,

monsoons, etc. can adversely affect operations of our Company.

Natural calamities like floods and droughts directly affect the cropping pattern in

India, where agriculture is dependent on monsoon. To that extent Company’s sales

are dependent on the monsoon. Company’s sales and profitability may be affected

due to excessive rains or droughts, when the farmers do not undertake sowing.

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2. Political, economic and social developments in lndia could adversely affect the

Company's business, financial condition and operations

The central and state governments serve multiple roles in the Indian economy,

including those of producers, consumers and regulators, which have significant

influence on the Fertiliser industry and the Company. Changes in these governmental

policies could have a significant impact on the business and economic conditions in

India in general and fertilizer Industry in particular, which in turn could adversely

affect the Company's business, financial condition and operations. Additionally, any

political instability in India and macro economic indicators may adversely affect the

Indian securities markets in general, which could also adversely affect the trading

price of the Equity Shares. Movement in the exchange rates of Indian Rupee against

foreign currencies like US Dollar, Euro , Japanese Yen and other major foreign

currencies can adversely impact the financials of the Company.

3. Companies operating in India are subject to a variety of central and state

government taxes and surcharges.

Tax and other levies imposed by the central and state governments in India that affect

the Company's tax liability include central and state taxes and other levies, income

tax, value added tax, turnover tax, service tax, stamp duty and other special taxes and

surcharges which are introduced on a temporary or permanent basis from time to

time. Moreover, the central and state tax scheme in India is extensive and subject to

change from time to time. For example, a new direct tax code is proposed to be

introduced before the Indian Parliament. In addition, there is a proposal to introduce a

new goods and services tax and the scope of the service tax is proposed to be

enlarged. The central government may in the future increase the corporate income

taxes they impose. Any such future increases or amendments may affect the overall

tax efficiency of companies operating in India and may result in significant additional

taxes becoming payable. Additional tax exposure could adversely affect the

Company's business and operations.

4. Change of Law: Rights of shareholders under Indian laws may be more limited than

under the laws of other jurisdictions.

The Companies Act and related regulations, the Listing Agreements and the AoA

govern the Company's corporate affairs. Legal principles relating to these matters and

the validity of corporate procedures, directors' fiduciary duties and liabilities and

shareholders' rights may differ from those that would apply to a company in another

jurisdiction. The rights of shareholders under Indian laws may not be as extensive as

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the rights of shareholders under the laws of other countries or jurisdictions. An

investor may have more difficulty in asserting his rights as a shareholder of the

Company than as a shareholder of a corporation in another jurisdiction.

5. A slowdown in the economic growth in India

Any slowdown in the Indian economy or in the growth of the Fertiliser industry or any

future volatility in global commodity prices could adversely affect the Company's

customers and the growth of its business, which in turn could adversely affect its

business, financial condition and operations. India's economy could be adversely

affected by a general rise in interest rates, currency exchange rates and adverse

conditions affecting agriculture, commodity and electricity prices or various other

factors. Further, conditions outside India, such as slowdown in the economic growth

of other countries could have an impact on the growth of the Indian economy and

government policy may change in response to such conditions.

6. The extent and reliability of Indian infrastructure could adversely impact the

Company's operations and financial condition.

India's physical infrastructure is less developed than that of many developed nations.

Any congestion or disruption with its port, rail and road networks, electricity grid,

communication systems or any other public facility could disrupt the Company's

normal business activity. Any deterioration of India's physical infrastructure would

harm the national economy, disrupt the transportation of goods and supplies and add

costs to doing business in India. These problems could interrupt the Company's

business operations, which could have an adverse effect on its financial condition.

7. In case Inflation worsens, the Company's operations and financial condition may be

adversely affected.

India's wholesale price inflation index suggested an increasing inflation trend

compared to recent years. An increase in inflation in India could cause a rise in the

price of transportation, wages, raw materials or any other of the Company's

expenses. If this trend continues, the Company may be unable to reduce its costs or

pass its increased costs to its customers and its operations and financial condition

may be adversely affected.

8. Terrorist attacks involving India, can adversely affect our business.

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Terrorist attacks and other acts of violence or war, including those involving India, or

any other countries, may adversely affect Indian and worldwide financial markets.

These acts may also result in a loss of business confidence and have other

consequences that could adversely affect the Company’s business, results of

operations and financial condition.

9. Any significant change in the Government’s economic liberalization and

deregulation policies could disrupt the business and adversely affect the financial

performance of our Company.

Any significant change in the Government’s policies or any political instability in India

could adversely affect the business and economic conditions in India and could also

adversely affect the business, future financial performance and the price of the

Company’s Equity Shares.

10. A decline in India's foreign exchange reserves may affect liquidity and interest rates

in the Indian economy, which could adversely impact the Company's financial

condition.

A decline in India's foreign exchange reserves could impact the valuation of the

Rupee and result in reduced liquidity and higher interest rates, which could adversely

affect its future financial condition. On the other hand, high levels of foreign funds

inflow could add excess liquidity to the system, leading to policy interventions, which

would also allow slowdown of economic growth. In either case, an increase in

interest rates in the economy following a decline in foreign exchange reserves could

adversely affect the Company's business, prospects, financial condition, operations

and the trading price of the Equity Shares.

11. Volatile Market:

The Equity Shares of the Company are currently not listed. The price of its Equity

Shares on the Indian Stock Exchanges may fluctuate after listing as a result of several

factors including

• Volatility in Indian and global securities market;

• Results of operations and performance of other units in the Industry;

• Performance of the competitors and perception in the Indian market about

investment in the Fertilizers Industry;

• Adverse media reports, if any, on the Company or the Fertilizer Industry;

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• Changes in the estimates of company’s performance or recommendations by

financial analysts;

• Significant development in India’s economic liberalization and de-regulation

policies; and

• Significant development in India’s fiscal and environmental regulations.

12. Certain factors beyond the control of our Company like Earthquake, Tsunami, civil

unrest, epidemic disease, war etc. or any other acts of violence involving India and

other countries can adversely affect our Company and financial markets, where the

Equity Shares of our Company will be traded

Certain events are beyond Company’s control such as the tsunami or seismically

generated sea waves capable of considerable destruction and terrorist attacks. The

other acts of violence or war including civil unrest, military activity and hostilities

among countries may adversely affect worldwide financial markets and could lead to

economic recession. Any such event could adversely affect our financial performance

or the market price of the equity shares.

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III. GENERAL INFORMATION

Zuari Agro Chemicals Limited ZUARI AGRO CHEMICALS LIMITED (“ZACL”/ “The Company”) was incorporated as a Limited Company, limited by shares on 10th September, 2009 under the Companies Act, 1956 in the name and style as ‘ZUARI HOLDINGS LIMITED’. The Company’s name was changed to its present name w.e.f. 28th September, 2012 pursuant to fresh certificate of incorporation consequent upon change of name issued by Registrar of Companies, Goa, Daman and Diu. The corporate identification number assigned to our Company is U65910GA2009PLC006177. Registered Office: Jai Kisaan Bhawan, Zuarinagar, Goa-403726, Tel: (0832) 2592180, 2592181 Statutory Auditors: M/s. S.R. Batliboi & Co, 6th Floor, HT House, 18-20 Kasturba Gandhi Marg, New Delhi – 110 001, India Share Transfer Agent Link Intime India Pvt Ltd, C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078 Banker to the Company

1. State Bank of India, C.A.G Branch, Neville House J.N. Heredia Marg, Ballard Estate, Mumbai – 400001

2. HDFC Bank Limited, Manekji Wadia Building, Ground Floor, Nanik Motwani Marg, Fort, Mumbai – 400 001

3. Corporation Bank, Raghunathan Apartments Opp. Auto Service F.L Gomes Road Vasco-da-Gama, Goa – 403 802

4. Canara Bank, Julleta Building Swatantra Path Vasco-da-Gama, Goa – 403 802 5. IDBI Bank Limited, IDBI Tower 9th Floor WTC Complex Cuffe Parade Mumbai – 400 005 6. ICICI Bank Ltd, Commercial Banking Group 163, H.T Parekh Marg, Backbay

Reclamation, Mumbai- 400020. 7. The Hongkong & Shanghai Bank Corporation Ltd. 52/60, M.G. Road, Level II, Mumbai

400001 8. Indian Overseas Bank, Dr. P. Pissurlkar Road, Hotel Neptune Bldg, Panjim 403001

Company Secretary Mr. R.Y. Patil, Chief General Manager & Company Secretary, Jai Kisaan Bhawan, Zuarinagar, Goa-403726 Authority for Listing The High Court of Bombay at Goa had approved the Scheme of Arrangement and Demerger of Fertiliser Business of ZUARI INDUSTRIES LIMITED, pursuant to sections 391 to 394 of the Companies Act. The salient features of the Scheme of Demerger are set out in the Section

17

titled “Scheme of Demerger” in this Information Memorandum. In accordance with the Scheme of Demerger, the Equity Shares issued by the Company to the shareholders of ZUARI INDUSTRIES LIMITED, shall be listed and admitted for trading on the Stock Exchanges. Such listing and admission for trading is not automatic and is subject to fulfilment by the Company of listing criteria of the Stock Exchanges for such issues and is also subject to such other terms and conditions, as may be prescribed by the Stock Exchanges at the time of application by the Company seeking listing. Eligibility Criterion There being no initial public offering or rights issue, the eligibility criteria in terms Chapters III and IV of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 are not applicable. However, in accordance with the SEBI circular SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009, SEBI by its letter no. CFD/DIL/HB/EK/22648/2012 dated October 09, 2012 has granted relaxation from strict enforcement of Rule 19(2)(b) of the Securities Contract (Regulations) Rules, 1957. The Company has submitted its Information Memorandum, containing information about itself, making disclosure in line with the disclosure requirement for public issues, as applicable to BSE and NSE for making the said Information Memorandum available to public through their websites viz. www.bseindia.com and www.nseindia.com The Company has made the said Information Memorandum available on its website viz. www.zuari.in The Company has published an advertisement in accordance with the SEBI circular SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009 in the Business Standard (English national daily), Business Standard (Hindi national daily) and in Tarun Bharat, a regional language daily newspaper on Saturday November 10, 2012. The advertisement has a specific reference to the availability of this Information Memorandum on its website. Prohibition by SEBI The Company, its Directors, its promoters, other Companies promoted by the promoters and companies with which the Company’s directors are associated as directors have not been prohibited from accessing the capital markets under any order or direction passed by SEBI. General Disclaimer from the Company The Company accepts no responsibility for statement made otherwise than in the Information Memorandum or in the advertisements to be published in terms of SEBI circular SEBI/CFD/SCRR/01/2009/03/09 dated September 3, 2009 or any other material issued by or at the instance of the Company and anyone placing reliance on any other source of information would be doing so at his or her own risk. All information shall be made available by the Company to the public and investors at large and no selective or additional information would be available for a section of the investors in any manner.

18

Disclaimer – BSE As required, a copy of this Information Memorandum has been submitted to BSE. The BSE has vide its letter dated 21st June, 2011 approved the Scheme of Arrangement and Demerger under clause 24(f) of the Listing Agreement and by virtue of that approval the BSE’s name in this Information Memorandum as one of the Stock Exchanges on which the Company’s securities are proposed to be listed. The BSE does not in any manner:

• Warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; or

• Warrant that this Company’s securities will be listed or will continue to be listed on the BSE; or

• Take any responsibility for the financial or other soundness of this Company; and • It should not for any reason be deemed or construed to mean that this Information

Memorandum has been cleared or approved by the BSE.

Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any other reason whatsoever. Disclaimer – NSE As required, a copy of this Information Memorandum has been submitted to NSE. NSE has vide its letter dated 10th June, 2011, approved the Scheme of Arrangement and Demerger under clause 24(f) of the Listing Agreement and by virtue of the said approval NSE’s name in this information memorandum as one of the stock exchanges on which this Company’s securities are proposed to be listed. It is to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or construed that this Information Memorandum has been cleared or approved by NSE; nor does NSE in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Information Memorandum; nor does it warrant that the Company’s securities will be listed or continue to be listed on the NSE; nor does it take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or project of the Company. Every person who desires to apply for or otherwise acquire any securities of the Company may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against NSE whatsoever by reason of any loss which maybe suffered by such person consequent to or in connection with such subscription or acquisition whether by reason of any thing stated or omitted to be stated herein or any other reason whatsoever. Filing

19

This revised Information Memorandum has been filed with BSE and NSE Listing Applications will be made to BSE and NSE for permission to deal in and for an official quotation of the Equity Shares of the Company. The Company has nominated BSE Limited as the Designated Stock Exchange for the aforesaid listing of the shares. The Company has taken steps for completion of necessary formalities for listing and commencement of trading at all the Stock Exchanges mentioned above. Demat Credit The company has been allotted ISIN – INE840M01016. The Company has recently appointed Link Intime India Private Limited as the Registrar and Share Transfer Agent and is in the process of executing Tripartite Agreements with the Registrar and the Depositories i.e. NSDL and CDSL for admitting its securities in demat form. Expert Opinions Save as stated elsewhere in this Information Memorandum, we have not obtained any expert opinions. Previous Rights and Public Issues The Company has not made any public or rights issue since incorporation. Commission and Brokerage on previous issues Since the Company has not issued shares to the public in the past, no sum has been paid or has been payable as commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since its inception. Companies under the same management There are no companies under the same management within the meaning of Section 370(1B) of the Companies Act, 1956 other than the ones disclosed elsewhere in the Information Memorandum. Promise vis-a-vis Performance This is for the first time the Company is getting listed on the Stock Exchange. Outstanding Debenture or Bonds and Redeemable Preference Shares and Other Instruments Issued by the Applicant Company

20

There are no outstanding Debenture or Bonds and Redeemable Preference Shares or Other Instruments Issued by the Applicant Company Stock Market Data for Equity Shares of the Company Equity shares of the Company are not listed on any stock exchanges. The Company is seeking approval for listing of shares through this Information Memorandum. Mechanism for redressal of investor grievance of the Applicant Company: Zuari Agro Chemicals Limited has constituted the Investor Grievance Committee to look into and redress Shareholders and Investor Complaints. The members of the Investor Grievance Committee are: Mr. J. N. Godbole – Chairman Mr. Marco Wadia – Member Mr. H.S. Bawa – Member Mr. R.Y. Patil, Chief General Manager & Company Secretary is the compliance officer. The Investor Grievance Committee was constituted by a meeting of the Board of Directors held on 27th March 2012. This committee is responsible for redressal of Shareholders and Investor Complaints relating to transfer of shares, issue of duplicate/ consolidated share certificates, allotment and listing of shares, review of cases for refusal of transfer/transmission of shares and debentures, non- receipt of annual report and non- receipt of dividends declared etc. It is also responsible for reviewing the process and mechanism of redressal of investor complaints and suggesting measures of improving the existing system of redressal of investor grievances. This committee is also responsible for approval of transfer of shares including power to delegate the same to registrar and transfer agents. The company has appointed Link Intime India Private Limited as the Registrar & Transfer Agent. The Memorandum of Understanding between the Registrar and the company will provide for retention of records with the Registrars for a period of at least six months from the date of demat credit to enable the investors to approach the Registrar for redressal of their grievances. Disposal of Investor Grievances by the Company The Company estimates that the average time required by the Company or the Registrar for redressal of routine investor grievance shall be 7 working days from the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, the Company will seek to redress these complaints as expeditiously as possible. The Company has appointed Mr. R.Y. Patil, Chief General Manager & Company Secretary as Compliance Officer and he may be contacted in case of any allotment related problems. He can be contacted at the following address: Jai Kisaan Bhawan, Zuarinagar, Goa-403726, Tel: (0832) 2592180, 2592181

21

IV. CAPITAL STRUCTURE

Share Capital I. Share Capital Pre- Scheme of Demerger:

Rs. Authorised 42,058,006 Equity Shares of Rs, 10 each 420,580,060

Issued, Subscribed and Paid Up

12,617,402 Equity Shares of Rs, 10 each 126,174,020

Share Capital Post- Scheme of Demerger:

Authorised Rs. 42,058,006 Equity Shares of Rs, 10 each 420,580,060

Issued, Subscribed and Paid Up 42,058,006 Equity Shares of Rs, 10 each 420,580,060

The details of increase and change in authorized share capital of our Company after the date of incorporation till filing of the Information Memorandum is as follows:

Date No. of Equity Shares

Face Value (Rs.)

Authorized Capital

(Rs.)

Particulars

10th Sept,2009

2,000,000 10 20,000,000 On Incorporation

12th May, 2011

12,618,000 10 126,180,000 Increase in Authorised Capital by passing

shareholders resolution pursuant to Section 94 of the Companies Act,1956 from Rs. 2 Cr to Rs. 12.61

Cr 26th May,

2011 42,058,006 10 420,580,060 Increase in Authorised

Capital by passing shareholders resolution

pursuant to Section 94 of the Companies Act,1956 From Rs. 12.61 Cr to Rs.

42.05 Cr

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Notes to Capital Structure

1. Equity Share Capital History of our Company

Date of allotment

No. of equity shares

Cumulative no. of equity shares

Face Value (Rs.)

Issue Price (Rs.)

Cumulative Paid Up Capital

(Rs.)

Nature of allotment / remarks

Consideration

Sept 9, 2010

50,000 50,000 10 10 500,000 Subscribers to MOA Cash

July 29, 2010

1,950,000 2,000,000 10 10 20,000,000 Preferential Allotment to Zuari Investments Limited

Cash

May 20,

2011

10,617,402

12,617,402

10

10

126,174,020

Preferential Allotment to ZIL, Zuari Management Services Ltd

Cash

April 13, 2012

29,440,604 42,058,006 10 NA 420,580, 060 Pursuant to the Scheme of Demerger and Arrangement

Transfer of the Fertiliser Undertaking

2. Details of Equity shares allotted to/ acquired by the Promoters of the Company, their relatives and associates, and their Directors,

from the date of approval of the Scheme by the High Court till the date of submission of this Information Memorandum. Nil

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3. Details of shareholding of the Promoters and Promoter Group pre Scheme

Name of Promoter

Date of allotment/acquisition /Transfer

Nature of issue and reason for allotment/ transfer

No. of equity shares

Face Value

Issue/ Acquisition Price

Consideration (Rs.)

% of pre

scheme capital

Lock in period

No. of pledged equity shares

% of pledged equity shares

M/s. Zuari Investments Limited alongwith its nominees

March 5,2010 Subscriber to MOA

50,000 10 10 500,000 0.40% 0 0 0

M/s. Zuari Investments Limited

July 29, 2010 Preferential Allotment

1,950,000 10 10 19,500,000 15.45% 0 0 0

M/s. Zuari Industries Limited

May 20, 2011 Preferential Allotment

6,411,601 10 10 64,116,010 50.82% 0 0 0

M/s. Zuari Management Services Limited

May 20, 2011 Preferential Allotment

4,205,801 10 10 42,058,010 33.33% 0 0 0

Total 12,617,402 10 126,174,020 100% Note: Zuari Investments Limited, a wholly owned subsidiary of Zuari Industries Limited transferred its holding of 2,000,000 shares in Zuari Holdings Limited to Zuari Industries Limited on March 10, 2011 at face value. 4. Details of the aggregate number of Equity Shares purchased or sold by the Promoters and/or by the Directors of our Company

which is a Promoter of our Company and/or by the Directors of our Company and their immediate relatives within six months immediately preceding the date of filing Information Memorandum – Nil

5. Details of the maximum and minimum price at which purchases and sales referred to above were made, along with the relevant

dates - Nil

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6. Details of all financing arrangements whereby the Promoter Group, the Directors of our Company which is a Promoter of our Company, the Directors of our Company and their relatives have financed the purchase by any other person of securities of our Company other than in the normal course of the business of the financing entity during the period of six months immediately preceding the date of filing the Information Memorandum - Nil

7. Details of transfers among the Promoters during the period from date of approval of Scheme till the date of Information

Memorandum – Nil 8. Details of Lock-in of shares of Promoters (Pre-Scheme) – Nil

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9. Shareholding Pattern Shareholding Pattern of the Company at incorporation prior to allotment of shares pursuant to the Scheme of Arrangement:

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered

Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form As a

percentage of (A+B)1

As a percentage of (A+B+C)

No. of shares

Aa a %

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu Undivided Family

0.00 0.00 0.00 0.00

(b) Central Government/ State Government(s)

0.00 0.00 0.00 0.00

(c) Bodies Corporate 2 12,617,332 100.00 100.00 0.00 0.00

(d) Financial Institutions/ Banks 0.00 0.00 0.00 0.00

(e) Any Others(Specify) 0.00 0.00 0.00 0.00

(e-i) Zuari Industries Ltd jointly with Mr. Naveen Kapoor

1 10

0.00 0.00 0.00 0.00

(e-ii) Zuari Industries Ltd jointly with Mr. Binyak Datta

1 10

0.00 0.00 0.00 0.00

(e-iii) Zuari Industries Ltd jointly with Mr. B.K. Kinekar

1 10

0.00 0.00 0.00 0.00

(e-iv) Zuari Industries Ltd jointly with Mr. R.Y. Patil

1 10

0.00 0.00 0.00 0.00

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(e-v) Zuari Industries Ltd jointly with Mr. B.V. Patil

1 10

0.00 0.00 0.00 0.00

(e-vi) Zuari Industries Ltd jointly with Mr. H.C. Shah

1 10

0.00 0.00 0.00 0.00

(e-vii) Zuari Industries Ltd jointly with Mr. N.M. Kantak

1 10

0.00 0.00 0.00 0.00

Sub Total(A)(1) 9 12,617,402 0 100.00 100.00 0.00 0.00

2 Foreign

a Individuals (Non-Residents Individuals/ Foreign Individuals)

- 0.00 0.00 0.00 0.00

b Bodies Corporate - 0.00 0.00 0.00 0.00

c Institutions - 0.00 0.00 0.00 0.00

d Any Others(Specify) - 0.00 0.00 0.00 0.00

Sub Total(A)(2) 0 - 0 0.00 0.00 0.00 0.00

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

9 12,617,402

0 100.00 100.00 0.00 0.00

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI - 0.00 0.00 0.00 0.00

(b) Financial Institutions / Banks - 0.00 0.00 0.00 0.00

(c) Central Government/ State - 0.00 0.00 0.00 0.00

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Government(s)

(d) Venture Capital Funds - 0.00 0.00 0.00 0.00

(e) Insurance Companies - 0.00 0.00 0.00 0.00

(f) Foreign Institutional Investors - 0.00 0.00 0.00 0.00

(g) Foreign Venture Capital Investors

- 0.00 0.00 0.00 0.00

(h) Any Other (specify) - 0.00 0.00 0.00 0.00

Sub-Total (B)(1) 0 - 0 0.00 0.00 0.00 0.00

B 2 Non-institutions

(a) Bodies Corporate 0 0.00 0.00 0.00 0.00

(b) Individuals 0

I Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh

0 0.00 0.00 0.00 0.00

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

0 0.00 0.00 0.00 0.00

(c) Any Other (specify) 0

Sub-Total (B)(2) 0 - 0 0.00 0.00 0.00 0.00

(B) Total Public Shareholding (B)= (B)(1)+(B)(2)

0 - 0 0.00 0.00 0.00 0.00

TOTAL (A)+(B) 9 12,617,402 0 100 100 0.00 0.00

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(C) Shares held by Custodians and against which Depository Receipts have been issued

- 0 0.00 0.00 0.00 0.00

GRAND TOTAL (A)+(B)+(C) 9 12,617,402 0 100 100 0.00 0.00

Shareholding Pattern of the Company post Scheme of Arrangement: Category code

Category of Shareholder

Number of Shareholders

Total number of shares

Number of shares held in dematerialized form

Total shareholding as a percentage of total number of shares

Shares Pledged or otherwise encumbered 1

As a percentage

of(A+B)1

As a percentage

of (A+B+C)

Number of shares

As a percentage

(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX)= (VIII)/(IV)*100

29

(A) Shareholding of Promoter and Promoter Group2

1 Indian

(a) Individuals/ Hindu

Undivided Family 3 181027 181027 0.43 0.43 0.00 0.00

(b) Central Government/ State Government(s)

(c) Bodies Corporate 29 22075998 17870127 52.49 52.49 0.00 0.00

(d) Financial Institutions/ Banks

(e) Any Others(Specify) (e-i) (e-ii)

Sub Total(A)(1) 32 22257025 18051154 52.92 52.92 0.00 0.00 2 Foreign a Individuals (Non-

Residents Individuals/ Foreign Individuals)

b Bodies Corporate 2 7491750 7491750 17.81 17.81 0.00 0.00

c Institutions d Any Others(Specify)

d-i d-ii

30

Sub Total(A)(2) 2 7491750 7491750 17.81 17.81 0.00 0.00 Total Shareholding

of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 34 29748775 25542904 70.73 70.73

0.00 0.00

(B) Public shareholding 1 Institutions

(a) Mutual Funds/ UTI 25 3795432 3795332 9.03 9.03 (b) Financial Institutions /

Banks 32 4640 675 0.01 0.01 (c) Central Government/

State Government(s)

(d) Venture Capital Funds

(e) Insurance Companies 9 2433344 2433094 5.79 5.79 (f) Foreign Institutional

Investors 50 2259872 2259472 5.37 5.37 (g) Foreign Venture

Capital Investors (h) Any Other (specify)

(h-i) Foreign Bank 1 217 217 (h-ii)

Sub-Total (B)(1) 117 8493505 8488790 20.20 20.20

31

B 2 Non-institutions (a) Bodies Corporate 443 967746 950461 2.30 2.30 (b) Individuals

I

Individuals -i. Individual shareholders holding nominal share capital up to Rs 1 lakh 34408 2773669 2361671 6.59 6.59

II ii. Individual shareholders holding nominal share capital in excess of Rs. 1 lakh.

(c) Any Other (specify) (c-i) Clearing Members 58 30264 30264 0.07 0.07 (c-ii) Non Resident Indians

227 41092 38255 0.10 0.10 (c-iii) Overseas Bodies

Corp. 1 450 (c-iv) Trusts 5 2505 2505 0.01 0.01

Sub-Total (B)(2) 35142 3815726 3383156 9.07 9.07

(B) Total Public Shareholding (B)= (B)(1)+(B)(2) 35259 12309231 11871946 29.27 29.27

TOTAL (A)+(B) 35293 42058006 37414850 100.00 100.00

(C) Shares held by Custodians and against which Depository Receipts

32

have been issued

1 Promoter and Promoter Group

2 Public Sub-Total (C ) 0 0 0 0 0

GRAND TOTAL (A)+(B)+(C) 35293 42058006 37414850 100.00 100.00

33

10. Details of Shareholders holding more than one percent of the share capital of our Company (Pre-Scheme)

Name of Shareholder No. of Equity Shares % Equity Share Capital Zuari Industries Limited 8,411,601 66.67 Zuari Management Services Limited 4,205,801 33.33

11. Details of Lock-in of Shares of Promoters (Post-Scheme)

Name of Shareholder No. of Equity Shares % Equity Share Capital Zuari Industries Limited 8,411,601 20.00 Zuari Management Services Limited 4,205,801 10.00

12. Details of Shareholders holding more than one percent of the share capital of our

Company (Post-Scheme)

Name of Shareholder No. of Equity Shares

% Equity Share Capital

Zuari Industries Limited 8,411,601 20.00 Globalware Trading & Holdings Limited 7,012,000 16.67 Zuari Management Services Limited 4,205,801 10.00 SIL Investments Limited 3,208,000 7.63 Texmaco Infrastructure and Holdings Limited

2,557,941 6.08

Life Insurance Corporation of India 1,350,526 3.21 New Eros Tradecom Limited 1,196,767 2.85 Reliance Capital Trustee Co. Ltd 1,103,483 2.62 Deutsche Securities Mauritius Limited 899,098 2.14 Adventz Investments and Holdings Limited 836,852 1.99 Government Pension Fund Global 592,704 1.41 General Insurance Corporation of India 565,922 1.35 DSP Blackrock Equity Fund 561,629 1.34 Coltrane Corporation Limited 479,750 1.14 The New India Assurance Company Limited 446,010 1.06 Pilani Investment and Industries Corporation 434,000 1.03

13. A list of top 10 shareholders of our Company and the number of Equity Shares held by them is as under:

a) Pre-Scheme S.N Shareholder’s Name No. of Equity Shares % of Issued Capital

1 Zuari Industries Limited 8,411,601 66.67 2 Zuari Management Services Limited 4,205,801 33.33 3 Zuari Industries Ltd jointly with Mr.

Naveen Kapoor 10 0.00

4 Zuari Industries Ltd jointly with Mr. Binyak Datta 10 0.00

5 Zuari Industries Ltd jointly with Mr. 10 0.00

34

B.K. Kinekar 6 Zuari Industries Ltd jointly with Mr.

R.Y. Patil 10 0.00

7 Zuari Industries Ltd jointly with Mr. B.V. Patil 10 0.00

8 Zuari Industries Ltd jointly with Mr. H.C. Shah 10 0.00

9 Zuari Industries Ltd jointly with Mr. N.M. Kantak 10 0.00

b) As on the date of this Information Memorandum (Post-Scheme):

Name of Shareholder No. of Equity Shares

% Equity Share Capital

Zuari Industries Limited 8,411,601 20.00 Globalware Trading & Holdings Limited 7,012,000 16.67 Zuari Management Services Limited 4,205,801 10.00 SIL Investments Limited 3,208,000 7.63 Texmaco Infrastructure and Holdings Limited

2,557,941 6.08

Life Insurance Corporation of India 1,350,526 3.21 New Eros Tradecom Limited 1,196,767 2.85 Reliance Capital Trustee Co. Ltd 1,103,483 2.62 Deutsche Securities Mauritius Limited 899,098 2.14 Adventz Investments and Holdings Limited 836,852 1.99

c) As on 10 days prior to the date of this Information Memorandum:

S.N Shareholder’s Name No. of Equity Shares % of Issued Capital 1 Zuari Industries Limited 8,411,601 66.67 2 Zuari Management Services Limited 4,205,801 33.33 3 Zuari Industries Ltd jointly with Mr.

Naveen Kapoor 10 0.00

4 Zuari Industries Ltd jointly with Mr. Binyak Datta 10 0.00

5 Zuari Industries Ltd jointly with Mr. B.K. Kinekar 10 0.00

6 Zuari Industries Ltd jointly with Mr. R.Y. Patil 10 0.00

7 Zuari Industries Ltd jointly with Mr. B.V. Patil 10 0.00

8 Zuari Industries Ltd jointly with Mr. H.C. Shah 10 0.00

9 Zuari Industries Ltd jointly with Mr. N.M. Kantak 10 0.00

35

d) As on two years prior to the date of this Information Memorandum:

S.N Shareholder’s Name No. of Equity Shares % of Issued Capital 1 M/s. Zuari Investments Limited

alongwith its nominees 50,000 100.00%

14. The Company has no ESOP Scheme pending as of the date of this document

15. As on the date of filing this Information Memorandum, there are no outstanding

financial instruments or any other right, which would entitle the Promoters or shareholders or any other person any option to receive Equity Shares.

16. As on the date of this Information Memorandum, there are no outstanding

warrants, options or rights to convert debentures, loans or other instruments into Equity Shares.

17. We have not issued any Equity Shares out of revaluation reserve or reserves

without accrual of cash resources.

18. At any given time, there shall be only one denomination of the Equity Shares of our Company and our Company shall comply with such disclosure and accounting norms specified by SEBI from time to time. The Equity Shareholders of our Company do not hold any warrant, option or convertible loan or debenture, which would entitle them to acquire further Equity Shares in the Company.

19. Our Company has 35,293 shareholders as on the date of filing this Information

Memorandum. 20. SIL Investment and New Eros Tradecom have pledged 2,970,000 and 1,196,767

shares in ZIL respectively, against which shares in ZHL have been issued in 1:1 ratio. These shares in ZHL would be further pledged on credit of shares to the respective accounts

21. Information on shareholding of Directors is given in Company History and

Management 22. As on date there are no partly paid-up Equity Shares.

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V. OBJECTS AND RATIONALE OF THE SCHEME

Brief Profile of Transferor Company Zuari Global Limited was engaged in primarily the following distinct and diverse business activities, namely: a) Fertilizer business which comprises of manufacturing and sale of fertilizers; b) Pesticide business which comprises of procuring and marketing of pesticides; and c) Other businesses which comprise businesses undertaken through subsidiaries and joint-

ventures namely manufacturing and trading in furniture, real estate development, providing engineering consultancy services, manufacture of cement, transportation and storage of petroleum products, etc.

Brief Financials of the Transferor Company are as below:

All Data in `. Lakhs FY 2009 FY 2010 FY 2011

Revenue (Gross) 6,09,060 4,27,755 5,52,283

Profit Before Depreciation and Tax 12,542 21,964 29,945

Net Profit After Tax 9,328 15,696 16,688 Equity Share Capital 29.44 29.44 29.44 EPS (Rs.) 31.69 53.31 56.68

Rationale for the Scheme of Demerger

ZGL had grown to a very sizeable organisation and has evolved into a well diversified and progressive industrial group.

Each of the respective businesses of ZGL were distinct and diverse in their characteristics, growth trajectories, risk profile, maturity stage, requirement of funds and require entirely different approaches. In order to effectively and efficiently cater to the independent growth plans (both through organic and inorganic means), of each of the respective businesses, and in order to diversify, continuous funding support through equity and debt is imperative.

The Transferee Company was a direct and indirect wholly owned subsidiary of the Company, and was engaged in the business of inter alia making strategic investments into and holding securities of other entities and operating fertilizer plants.

With the intent of adopting a linear structure in the businesses of ZGL, the Board of Directors of ZGL decided to demerge the Fertilizer Undertaking of the Company into the Transferee Company, in compliance with provisions of Sections 391-395 and other relevant provisions of the Act.

The benefits likely to arise from the proposed arrangement and demerger are as follows: a) The arrangement and demerger would be in the larger interest of the

shareholders, creditors and employees of ZGL as it will enable them to fulfill their objectives more efficiently by separately holding investments which best suit their investment strategies and risk profiles.

37

b) The Scheme gives flexibility to shareholders of ZGL to continue or divest in the Company and/or in the Transferee Company.

c) The demerger of the Fertilizer Undertaking into the Transferee Company will provide as a measure of corporate restructuring and will help to develop potential for further growth and diversification to have better synergy and optimization of resources as well as to facilitate fund raising and development of the Fertilizer Undertaking.

d) The demerger would enable the better and more efficient management, control and running of the Fertilizer Undertaking by the Transferee Company.

e) The Scheme would not in any manner be prejudicial to the interests of concerned shareholders or creditors or general public at large.

The arrangement contemplated in the Scheme would help avoid duplication of resources, systems, skills and process, reduce overall cost, improve synergies, enable the achievement of economies of scale, reduce administrative costs entailed by the conduct of businesses through separate entities, provide enhanced flexibility in funding of expansion plans, promote management efficiency and optimize the resources of the Transferor Company and the Transferee Company.

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VI. SALIENT FEATURES OF THE SCHEME The Scheme provided for the following: (i) the transfer by way of a demerger of the Fertilizer Undertaking of the Transferor Company in to the Transferee Company (ii) Issue of equity shares by the Transferee Company to the shareholders of the Transferor Company Transfer by way of a demerger of the Fertilizer Undertaking of the Transferor Company in to the Company “Fertilizer Undertaking” meant the business of manufacture and sale of fertilizers undertaken by the Transferor Company, on a going concern basis, as on the Appointed Date. Without prejudice and limitation to the generality of the above, the Fertilizer Undertaking meant and included:

(a) all assets whether movable or immovable, tangible or intangible, including all rights,

title, interest, covenant, undertakings, including continuing rights, title and interest in connection with the land and the buildings thereon whether, corporeal or incorporeal, leasehold or otherwise, plant and machinery, fixed or moveable, and whether leased or otherwise, including inventory and work in progress appertaining or relatable to the Fertilizer Undertaking;

(b) Fertiliser Companies' Government of India Special Bonds, loans and advances,

including accrued interest thereon, of the Transferor Company appertaining to the Fertilizer Undertaking, including deposits/ advances paid towards acquisition of the immovable property of the Fertilizer Undertaking;

(c) any and all permits, rights, entitlements, allotments, approvals, consents,

concessions, exemptions, liberties, advantages, no-objection certificates, certifications, registrations, trade names, trademarks, service marks, copyrights, domain names, easements, goodwill, brand, licenses, tenancies, offices, sales tax credits, subsidies, privileges and benefits of all contracts, agreements, and all other rights including lease rights, licenses, powers and facilities of every kind and description whatsoever pertaining to the Fertilizer Undertaking;

(d) any and all earnest monies and/or security deposits, payment against warrants or other entitlements in connection with or relating to the said Fertilizer Undertaking;

(e) All books, records, files, papers, engineering and process information, computer programmes, software licenses (whether proprietary or otherwise), drawings, manuals, data, catalogues, quotations, sales and advertising materials, lists of present and former customers and suppliers, customer credit information, customer pricing information, and other records whether in physical or electronic form in connection with or relating to the Fertilizer Undertaking;

(f) all staff, workmen and other employees of the Transferor Company on the Appointed Date as are engaged in or in relation to the Fertilizer Undertaking; and

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(g) any and all debts, borrowings, guarantees, assurances, commitments, obligations and liabilities, whether fixed, contingent or absolute, asserted or unasserted, present or future, whether secured or unsecured, pertaining to the Fertilizer Undertaking including the following: a. specific loans and borrowings (if any), term loans from banks and financial

institutions (if any), bank overdrafts (if any), working capital loans & liabilities, whether secured or unsecured, amount due to small scale industrial undertakings raised incurred and utilized solely for the activities or operation of the business of manufacture and supply of fertilizer; and

b. Liabilities other than those referred to above, being the amounts of general or

multipurpose borrowings of the Transferor Company if any, allocated to the business of manufacture and supply of fertilizer in the same proportion in which the value of the assets (ignoring the re-valued amount) transferred under this Scheme to Transferee Company bear to the total value of the assets of the Transferor Company immediately before giving effect to this Scheme.

Particulars of Assets and Liabilities Transferred as part of Demerged Undertaking:

As at 01st July, 2011 Rs In lacs

1 Fixed assets

Gross block 48,112.76

Less: Depreciation 28,268.93

Net block 19,843.83

Capital work-in-progress 1,566.19

21,410.02

2 Investments 0.00

3 Deferred Tax Assets 0.00

4 Current Assets, Loans and Advances

Inventories 89,716.00

Sundry debtors 93,458.63

Cash and bank balances 1,480.76

Loans and advances 30,285.29

Other Current Assets 20,604.37

5 Profit & Loss Account 0.00

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TOTAL ASSETS (A) 235,545.05

6 Current Liabilities and Provisions

Current liabilities 80,562.65

Provisions 3,375.79

7 Loan funds

Secured Loans 73,143.66

Unsecured Loans 30,000.00

TOTAL LIABILITIES (B) 187,082.10

Total (A-B) 48,462.95

Issue of Shares by the Transferee Company Upon this Scheme becoming Effective, the Board of Directors of the Transferor

Company determined the record date as 10th April, 2012, (“Record Date”), for issue and allotment of fully paid-up equity shares by the Transferee Company to the members of the Transferor Company in accordance with this Clause and on determination of the Record Date, the Transferor Company provided to the Transferee Company, the list of shareholders of the Transferor Company as on the Record Date who were entitled to the issue and allotment of the fully paid-up equity shares in terms of this Scheme, to enable the Transferee Company to issue and allot fully paid-up equity shares in terms of this Scheme.

Upon determination of the Record Date, the Transferee Company, in consideration for

the transfer of the Fertilizer Undertaking, without further application, issued and allotted to the equity shareholders of the Transferor Company as on the Record Date, 1 equity share of face value of Rs. 10/- (Rupees Ten each) (credited as fully paid-up) for every 1 fully paid-up equity share of Rs. 10/- (Rupees Ten each) each held by them in the Transferor Company as on the Record Date.

In the event of there being any pending share transfers, whether lodged or

outstanding, of any shareholder of the Transferor Company, the Board of Directors of the Transferor Company have been empowered in appropriate cases, prior to or even subsequent to the Record Date, to effectuate such a transfer as if such changes in the registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of equity shares in the Transferor Company, after the effectiveness of this Scheme.

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In respect of entitlement of nominee shareholders of Transferor Company, the equity shares of the Transferee Company were issued to the beneficiary for whom such shares were held by as a nominee by the nominee shareholder.

Sequence of events of Scheme of Arrangement:

1) Board of directors approved the Scheme of Arrangement at its Meeting held on 24th May, 2011.

2) Application under Sections 391(1) and 393 of the Companies Act, 1956 filed with

the Hon’ble High court of Bombay at Goa on June 29, 2011 for the following; a) Waiver of Convening Shareholders meeting b) Waiver of Convening of Creditors meeting

3) The Hon’ble High Court issued order on July 07, 2011 for the following

a) Convening Shareholders meeting was waived off b) Convening of Creditors meeting was waived off

4) The Transferor Company held shareholders meeting on August 17, 2011. Scheme

of Arrangement and Demerger approved by requisite majority at the said meetings.

5) The Transferor Company filed the consequential petition for sanction of the

Scheme by the High Court under Sections 391(2) and 394 of the Companies Act, 1956 on August 26, 2011.

6) Court Admitted the petition on August 26, 2011 and issued orders for giving

notice to the Regional director, publishing advertisement of notice of hearing in the newspapers and fixing the matter for final hearing on September 09, 2011.

7) The Scheme of Arrangement sanctioned by the Hon'ble High Court vide order

dated March 02, 2012.

8) The certified copies of the order filed with RoC, Goa, Daman & Diu on March 21, 2012. Upon filing of such certified copies, the Scheme came into effect and the Fertilizer Undertaking of the Transferor Company stands transferred to the Transferee Company from the Appointed Date, i.e. July 01, 2011.

9) The Transferee Company had received in-principle approval from BSE Limited

(BSE) and National Stock Exchange Limited (NSE) vide their letter dated 21st June, 2012 and 04th July, 2012 respectively.

10) The Transferee Company had received relaxation from strict enforcement of Rule 19 (2) (b) of Securities Transaction (Regulation) Rules, 1957 by SEBI by letter dated 09th October, 2012.

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VII. STATEMENT OF GENERAL TAX BENEFITS

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ANNEXURE TO STATEMENT OF POSSIBLE TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS UNDER THE IT ACT – The tax benefits listed below are the possible benefits available under the current tax laws in India. Several of these benefits are dependent on the company or its shareholders fulfilling the conditions prescribed under the tax laws. Hence, the ability of the Company or its shareholders to avail the tax benefits is dependent upon fulfilling such conditions as may be prescribed under the relevant sections of the IT Act. I. BENEFITS AVAILABLE TO THE COMPANY 1 Subject to compliance with certain conditions laid down in section 32 of the IT Act,

the Company will be entitled to a deduction for depreciation:

a) In respect of buildings, machinery, plant or furniture being tangible assets (at the rates prescribed under Income Tax Rules, 1962 (‘the Rules’);

b) In respect of intangible assets being in the nature of knowhow, patents,

copyrights, trademarks, licenses, franchises or any other business or commercial rights of similar nature acquired after 31st day of March, 1998 (at the rates prescribed under the Rules);

c) In respect of new plant or machinery which has been acquired and installed after

31st March, 2005 by a tax payer engaged in the business of manufacture or production of any article or thing, additional depreciation @ 20% of the actual cost of such new plant or machinery will be allowed as deduction.

2 Subject to compliance with certain conditions laid down in section 35(1)(iv) of the IT

Act, the Company is entitled to claim as deduction the whole of capital expenditure, other than the expenditure incurred on the acquisition of any land, incurred on scientific research related to the business of the Company.

3 Subject to certain conditions, deduction of 100% is available under section 35AD of

the Act, in respect of capital expenditure (other than land, goodwill or financial instruments) incurred wholly and exclusively for the purpose of specified business carried on by Company. The Finance Bill 2012 has proposed the enhancement of this deduction from 100% to 150% for the certain specific business out of the present list of specified businesses mentioned in section 35AD of the Act in case such business commences its operation on or after 1 April 2012.

4 Under section 35DD of the Act, deduction for 1/5th of the expenditure incurred in

connection with Amalgamation of an undertaking by way of amortization over a period of 5 successive years, beginning with the year in which the amalgamation or demerger takes place.

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5 As per section 35DDA, the Company is eligible for deduction in respect of payments made to its employees in connection with their voluntary retirement of an amount equal to 1/5th of such expenses every year for a period of five years subject to conditions specified in that section.

6 Deduction of rent, rates, taxes, repairs and insurance for buildings under Section 30

of the Act and repairs and insurance for machinery, plant and furniture under Section 31 of the Act.

7 Under section 36(1) (i) of the Act, deduction for any premium paid by the Company

in respect of insurance against risk of damage or destruction of stocks or stores used for the purposes of the business or profession and under section 36(1)(ib) of the Act, any premium paid the Company to the effect or to keep in force an insurance on the health of his employees under a scheme framed in this behalf by the specified insurers.

8 Under section 36(1)(ii) of the Act, deduction for any sum paid to an employee as

bonus or commission for services rendered, where such sum would not have been payable to him as profits or dividend if it had not been paid as bonus or commission.

9 Under section 36(1) (iii) of the Act, deduction for any sum paid on account of the

interest in respect of capital borrowed for the purposes of the business or profession. As per proviso of Section 36(1)(iii), deduction of interest paid is not allowed on capital borrowed for acquisition of an asset for extension of existing business till the time such asset was first put to use of which interest would be capitalized and form part of the ‘actual cost’ for the purpose of claiming depreciation under Section 32 as mentioned above.

10 Under section 36(1)(iv) of the Act, deduction for any sum paid by the Company as an

employer by way of contribution towards a recognized provident fund or an approved superannuation fund subject to specified prescribed limits and the conditions as specified by the Board shall be available as deduction.

11 Under section 36(1)(iva) of the Act, deduction for any sum paid by the Company as

an employer by way of contribution towards a pension scheme (referred to in section 80CCD of the Act) on account of an employee to the extent it does not exceed 10% of the salary of the employee in the previous year shall be available as deduction.

12 Under section 36(1)(v) of the Act, deduction for any sum paid by the Company as an

employer by way of contribution towards an approved gratuity fund for the exclusive benefit of his employees under an irrevocable trust shall be available as deduction.

13 Under section 36(1) (va) of the Act, any sum received by the Company from the

employees referred under section 2(24)(x) of the Act (i.e., received towards employees’ contribution towards provident fund, superannuation fund set-up under

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the provisions of the Employees’ State Insurance Act, 1948 or any other fund for the welfare of such employees), if such sum is credited by the Company to the employees’ account in the relevant fund on or before due date.

14 Under Section 36(1)(vii) of the Act, deduction is available for any bad debt or part

thereof written off as irrecoverable in the accounts of the Company for the previous year.

15 Under Section 36(1)(ix) of the Act, deduction is available for any expenditure bona

fide incurred by the Company for the purpose of promoting family planning amongst its employees.

16 With effect from Assessment Year 2009-2010, under section 36(1)(xv) of the I.T. Act,

the STT paid in respect of taxable securities transactions entered into in the course of business is allowable as deduction if income is computed under the head ‘Profits or Gains of Business or Profession’.

17 Under Section 37(1) of the Act, deduction for any expenditure not being expenditure

of the nature described in Sections 30 to 36 of the Act, and not being in the nature of capital expenditure or personal expenses of the assessee, laid out or expended wholly and exclusively for the purposes of the business or profession in computing the income. Further, any expenditure which is for an offence or prohibited by law is not allowed as deduction.

18 The Company is eligible for amortization of preliminary expenses being the

expenditure on public issue of shares under section 35D of the IT Act, subject to the fulfilment of the prescribed conditions and limits specified in the section. The said deduction is an amount equal to one-fifth of the said expenditure for each of the five successive previous years beginning from the year in which the business commences.

19 As per Section 80G, the Company will be eligible for deduction of an amount as

specified in the Section in respect of donations to certain funds, charitable institutions, etc.

20 As per Section 80GGB, the Company will be eligible for deduction of any sum

contributed by it to any political party or an electoral trust. 21 In case of loss under the head ‘Profit and Gains from Business or Profession’, it can

be set-off against other income and the excess loss after set-off can be carried forward for set-off - against business income of the next eight Assessment Years.

22 As per the provisions of Section 72A, the Company is entitled to carry forward and

set off of accumulated loss and unabsorbed depreciation allowance under amalgamation or demerger subject to fulfillment of certain conditions.

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23 Minimum Alternate Tax (‘MAT’) is the tax payable by a company under section 115JB of the IT Act. MAT is payable by a company when the income-tax payable on the total income as computed under the I.T. Act is less than 18.5% (plus applicable Surcharge + Education and Secondary & Higher Education cess) of its book profit computed as per the method specified under section 115JB of the Act. MAT credit arises in the year in which the Company is required to pay tax under section 115JB of the IT Act (in case the same is higher than the tax under normal provisions of the IT Act). MAT credit is the difference between tax computed under section 115JB of the IT Act and the tax computed as per the normal provisions of the IT Act. MAT credit can be carried forward for 10 years immediately succeeding the assessment year in which the relevant MAT credit arises. The MAT credit can be utilized in the year in which the tax payable under the normal provisions of the IT Act is higher than the tax payable under section 115JB of the IT Act. The utilisation of the same is available to the extent of the difference between the tax payable under the normal provisions of the IT Act and the tax payable under section 115JB of the IT Act.

24 As per section 71 read with section 74 of the I.T. Act, short term capital loss arising

during a year is allowed to be set-off against short term as well as long term capital gains. Balance loss, if any, shall be carried forward and set-off against any capital gains arising during subsequent eight assessment years.

25 As per Section 71 read with Section 74, long term capital loss arising during a year is

allowed to be set-off only against long term capital gains. Balance loss, if any, is allowed to be carried forward and set-off against subsequent years long term capital gains for subsequent eight assessment years.

II BENEFITS AVAILABLE TO THE COMPANY AND PROSPECTIVE RESIDENT

SHAREHOLDERS OTHER THAN DOMESTIC COMPANIES

DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE IT ACT 1 Any income by way of dividends (declared, distributed or paid on or after 1 April

2003) by a domestic company is exempt in the hands of the shareholders (Company/Individual), if the same is subject to dividend distribution tax as referred to in section 115-O of the IT Act, as per the provisions of section 10(34) of the IT Act.

2 The income chargeable under the head “Capital gains” shall be computed by

deducting from the full value of consideration received on sale of securities or units, the cost of acquisition of the said securities or units and the expenditure incurred wholly and exclusively in connection with such sale. In case the full value of consideration is less than the cost of the acquisition and the expenditure incurred wholly and exclusively in connection with such transfer it would result in a capital loss. However, section 94(7) of the IT Act provides that the capital loss arising on account of sale/transfer of securities or units purchased up to three months prior to the record date and sold within three months after such date (in case of securities) or within a period of nine months after such date (in case of units), would be disallowed

47

to the extent to which dividend on such securities or units are claimed as exempt by the shareholder.

INCOME FROM CAPITAL GAINS

2.1 Section 48 of the IT Act, categorises capital assets into two categories viz. Long Term

Capital Assets and Short Term Capital Assets. If securities (such as shares, units etc) are held for a period of more than 12 months it is termed as a long term capital asset, otherwise as a short term capital asset. Any profit or loss arising on account of sale/transfer of such long term capital assets are termed as long term capital gains / loss and profit or loss arising on account of sale/transfer of short term capital assets is considered as short term capital gains / loss.

2.2 Section 48 of the IT Act, which prescribes the mode of computation of capital gains,

provides for deduction of cost of acquisition / improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, the second proviso to section 48 of the IT Act, in respect of long term capital gains arising from transfer of shares of Indian Company, offers a benefit by permitting substitution of cost of acquisition / improvement with the indexed cost of acquisition / improvement, which adjusts the cost of acquisition / improvement by a cost inflation index, as prescribed annually.

2.3 Section 10(38) of the IT Act, exempts the long term capital gains arising on sale of

equity shares in the Company where the sale transaction has been entered on a recognized stock exchange of India and has been liable to securities transaction tax. However, the income by way of long-term capital gain of the company is taken into account in computing the book profit and income tax payable under section115JB of the IT Act.

2.4 The provisions of section 112 of the IT Act, permit taxing long term capital gains

[which are not exempt under Section 10(38) of the IT Act] arising on transfer of shares in the Company at a rate of 20 percent (plus applicable surcharge and education cess) after considering indexation benefit. However, the share holder may opt for the tax on long term gains computed at the rate of 10 percent (plus applicable surcharge and education cess), if the tax on long term capital gains resulting on transfer of listed securities calculated at the rate of 20 percent (after indexation benefit) exceeds the tax on long term gains computed at the rate of 10 percent without considering indexation benefit.

2.5 The provisions of section 111A of the IT Act, prescribes for taxing the short-term

capital gains arising from sale of equity shares in a Company at a rate of 15 percent (plus applicable surcharge and education cess) where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax.

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2.6 Provisions of section 54EC of the IT Act exempts long-term capital gains [which are not exempt under section 10(38) of the IT Act] from being taxed to the extent such capital gains are invested in long term specified assets within a period of 6 months after the date of such transfer (presently, bonds issued by the National Highways Authority of India or the Rural Electrification Corporation Limited have been specified). Where only a part of the capital gains is so invested, the exemption is proportionately available. However, the investment in the specified assets is limited to Rs 5 million. The minimum holding period in the prescribed investment to remain eligible for the exemption is 3 years.

2.7 Subject to the conditions specified under the provisions of section 54F of the IT Act,

long-term capital gains [which are not exempt from tax under section 10(38) of the IT Act] arising to an individual or a Hindu Undivided Family (‘HUF’) on transfer of shares of the Company will be exempt from capital gains tax if the sale proceeds from transfer of such shares are used for purchase of residential house property within a period of 1 year before or 2 years after the date on which the transfer took place or for construction of residential house property, within a period of 3 years after the date of such transfer.

2.8 In terms of Securities Transaction Tax as enacted by Chapter VII of the Finance (No.2)

Act, 2004, transactions for purchase and sale of the securities in the recognized stock exchange by the shareholder, shall be chargeable to securities transaction tax. As per the said provisions, any delivery based purchase and sale of equity share in a company through the recognized stock exchange is liable to securities transaction tax @ 0.125 percent of the value payable by both the buyer and the seller (tax rate of 0.1% is proposed in the Finance Bill 2012). Further, the non-delivery based sale transactions are liable to tax @ 0.025 percent of the value payable by the seller.

III BENEFITS AVAILABLE TO CORPORATE RESIDENT SHAREHOLDERS (DOMESTIC

COMPANIES).

DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE IT ACT 1 Any income by way of dividends (declared, distributed or paid on or after 1 April

2003) by a domestic company is exempt in the hands of the shareholders (Company/Individual), if the same is subject to dividend distribution tax as referred to in section 115-O of the IT Act, as per the provisions of section 10(34) of the IT Act.

2 The income chargeable under the head “Capital gains” shall be computed by

deducting from the full value of consideration received on sale of securities or units, the cost of acquisition of the said securities or units and the expenditure incurred wholly and exclusively in connection with such sale. In case the full value of consideration is less than the cost of the acquisition and the expenditure incurred wholly and exclusively in connection with such transfer it would result in a capital loss. However, section 94(7) of the IT Act provides that the capital loss arising on account of sale /transfer of securities or units purchased up to three months prior to

49

the record date and sold within three months after such date (in case of securities) or within a period of nine months after such date (in case of units), would be disallowed to the extent to which dividend on such securities or units are claimed as exempt by the shareholder.

INCOME FROM CAPITAL GAINS

2.1 Section 48 of the IT Act, categorises capital assets into two categories viz. Long Term

Capital Assets and Short Term Capital Assets. If securities (such as shares, units etc) are held for a period of more than 12 months it is termed as a long term capital asset, otherwise as a short term capital asset. Any profit or loss arising on account of sale/transfer of such long term capital assets are termed as long term capital gains / loss and profit or loss arising on account of sale/transfer of short term capital assets is considered as short term capital gains / loss.

2.2 Section 48 of the IT Act, which prescribes the mode of computation of capital gains,

provides for deduction of cost of acquisition / improvement and expenses incurred wholly and exclusively in connection with the transfer of a capital asset, from the sale consideration to arrive at the amount of capital gains. However, the second proviso to section 48 of the IT Act, in respect of long term capital gains arising from transfer of shares of Indian Company, offers a benefit by permitting substitution of cost of acquisition /improvement with the indexed cost of acquisition /improvement, which adjusts the cost of acquisition / improvement by a cost inflation index, as prescribed annually.

2.3 Section 10(38) of the IT Act, exempt the long term capital gains arising on sale of

equity shares in the Company where the sale transaction has been entered into on a recognized stock exchange of India and has been liable to securities transaction tax, However, the income by way of long-term capital gain of the company is taken into account in computing the book profit and income tax payable under section 115JB of the IT Act.

2.4 The provisions of section 112 of the IT Act, permit taxing long term capital gains

[which are not exempt under Section 10(38) of the IT Act] arising on transfer of shares in the Company at a rate of 20 percent (plus applicable surcharge and education cess) after considering indexation benefit. However, the share holder may opt for the tax on long term gains computed at the rate of 10 percent (plus applicable surcharge and education cess), if the tax on long term capital gains resulting on transfer of listed securities calculated at the rate of 20 percent (after indexation benefit) exceeds the tax on long term gains computed at the rate of 10 percent without considering indexation benefit.

2.5 The provisions of section 111A of the IT Act, prescribe for taxing the short-term

capital gains arising from sale of equity share in a Company at a rate of 15 percent (plus applicable surcharge and education cess) where such transaction of sale is

50

entered on a recognized stock exchange in India and is liable to securities transaction tax.

2.6 Provisions of section 54EC of the IT Act exempts long-term capital gains (which are

not exempt under section 10(38) of the IT Act) from being taxed to the extent such capital gains are invested in long term specified assets within a period of 6 months after the date of such transfer (presently, bonds issued by the National Highways Authority of India or the Rural Electrification Corporation Limited have been specified). Where only a part of the capital gains is so invested, the exemption is proportionately available. However, the investment in specified asset is limited to Rs 5 million. The minimum holding period in the prescribed investments to remain eligible for the exemption is 3 years.

2.7 In terms of Securities Transaction Tax as enacted by Chapter VII of the Finance (No.2)

Act, 2004, transactions for purchase and sale of the securities in the recognized stock exchange by the shareholder, shall be chargeable to securities transaction tax. As per the said provisions, any delivery based purchase and sale of equity share in a company through the recognized stock exchange is liable to securities transaction tax @ 0.125 percent of the value payable by both the buyer and the seller (tax rate of 0.1% is proposed in the Finance Bill 2012). Further, the non-delivery based sale transactions are liable to tax @ 0.025 percent of the value payable by the seller.

IV BENEFITS AVAILABLE TO MUTUAL FUNDS 1 Provisions of section 10(23D) of the IT Act exempt the Mutual Funds registered under

the Securities and Exchange Board of India or Mutual Funds set up by Public Sector Banks or Public Financial Institutions or authorized by the Reserve Bank of India and subject to the conditions specified therein, from income tax on their income.

V BENEFITS AVAILABLE TO FOREIGN INSTITUTIONAL INVESTORS (‘FIIS’)

DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE IT ACT 1 Any income by way of dividends (declared, distributed or paid on or after 1 April

2003) by a domestic company is exempt in the hands of the shareholders (Company /Individual), if the same is subject to dividend distribution tax as referred to in section 115-O of the IT Act, as per the provisions of section 10(34) of the IT Act.

2 The income chargeable under the head “Capital gains” shall be computed by

deducting from the full value of consideration received on sale of securities or units, the cost of acquisition of the said securities or units and the expenditure incurred wholly and exclusively in connection with such sale. In case the full value of consideration is less than the cost of the acquisition and the expenditure incurred wholly and exclusively in connection with such transfer, it would result in a capital

51

loss. However, section 94(7) of the IT Act provides that the capital loss arising on account of sale/transfer of securities or units purchased up to three months prior to the record date and sold within three months after such date (in case of units) or within a period of nine months after such date (in case of units), would be disallowed to the extent to which dividend on such securities or units are claimed as exempt by the shareholder.

INCOME FROM CAPITAL GAINS 2.1 Provisions of section 115AD of the IT Act, provides for taxing income of FIIs arising

from securities [other than income by way of dividends referred to in section 115(O) of the IT Act] at concessional rates, as follows:

Nature of income Rate of tax (%) Income in respect of securities 20 (other than units referred to in section 115AB of the Act) Long Term capital gains 10 Short term capital gains (other than short term capital gain referred to in section 111A of the Act) 30

The above tax rates would be increased by the applicable surcharge and education cess. The benefits of indexation and foreign currency fluctuation protection as provided under section 48 of the IT Act are not available to the FIIs.

2.2 Provisions of section 111A of the IT Act, prescribes for taxing the short-term capital

gains arising from sale of equity share in the Company at a rate of 15 percent (plus applicable surcharge and education cess) where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax.

2.3 Provisions of the Double Taxation Avoidance Agreement between India and the

country of residence of the FII would prevail over the provisions of the IT Act, as per section 90(2) of the Act; to the extent they are more beneficial to the FII.

2.4 Provisions of section 10(38) of the IT Act, exempt from tax the long term capital gains

arising on sale of equity shares in the Company where the sale transaction has been entered on a recognized stock exchange of India and is liable to securities transaction tax.

2.5 Provisions of section 54EC of the IT Act exempts long-term capital gains [which are

not exempt under section 10(38) of the IT Act] from being taxed to the extent such capital gains are invested in long term specified assets within a period of 6 months after the date of the transfer (presently, bonds issued by the National Highways

52

Authority of India or the Rural Electrification Corporation Limited have been specified). Where only a part of the capital gains is so invested, the exemption is proportionately available. However, the investment in specified asset is limited to Rs 5 million. The minimum holding period prescribed to remain eligible for the exemption is 3 years.

2.6 In terms of Securities Transaction Tax as enacted by Chapter VII of the Finance (No.2)

Act, 2004, transactions for purchase and sale of the securities in the recognized stock exchange by the shareholder, shall be chargeable to securities transaction tax. As per the said provisions, any delivery based purchase and sale of equity share in a company through the recognized stock exchange is liable to securities transaction tax @ 0.125 percent of the value payable by both buyer and seller (tax rate of 0.1% is proposed in the Finance Bill 2012). (The non-delivery based sale transactions are liable to tax @ 0.025 percent of the value payable by the seller).

VI BENEFITS AVAILABLE TO VENTURE CAPITAL COMPANIES/FUNDS 1 Provisions of section 10(23FB) of the IT Act, exempts any income of Venture Capital

companies/Funds (set up to raise funds for investment in venture capital undertaking registered and notified in this behalf) registered with the Securities and Exchange Board of India, subject to conditions specified therein.

VII BENEFITS AVAILABLE TO NON-RESIDENTS / NON-RESIDENT INDIAN

SHAREHOLDERS (OTHER THAN MUTUAL FUNDS, FIIS AND FOREIGN VENTURE CAPITAL INVESTORS)

DIVIDENDS EXEMPT UNDER SECTION 10(34) OF THE IT ACT

1 Any income by way of dividends (declared, distributed or paid on or after 1

April 2003) by a domestic company is exempt in the hands of the shareholders (Company/Individual), if the same is subject to dividend distribution tax as referred to in section 115-O of the IT Act, as per the provisions of section 10(34) of the IT Act.

2 The income chargeable under the head “Capital gains” shall be computed by

deducting from the full value of consideration received on sale of securities or units, the cost of acquisition of the said securities or units and the expenditure incurred wholly and exclusively in connection with such sale. In case the full value of consideration is less than the cost of the acquisition and the expenditure incurred wholly and exclusively in connection with such transfer than it will result in a capital loss. However, section 94(7) of the IT Act provides that the capital loss arising on account of sale/transfer of securities or units purchased up to three months prior to the record date and sold within three months after such date (in case of securities) or within a period of nine months after such date (in case of units), would be disallowed to the extent to which dividend on such securities or units are claimed as exempt by the shareholder.

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INCOME FROM CAPITAL GAINS

2.1 In terms of first proviso to section 48 of the IT Act, in case of a non-resident, while computing the capital gains arising from transfer of shares in or debentures of the Company acquired in convertible foreign exchange (as per exchange control regulations) protection is provided from fluctuations in the value of rupee in terms of foreign currency in which the original investment was made. Cost indexation benefit will not be available in such a case. The capital gains/ loss in such a case is computed by converting the cost of acquisition, sales consideration and expenditure incurred wholly and exclusively in connection with such transfer into the same foreign currency which was utilized in the purchase of shares.

2.2 Provisions of section 10(38) of the IT Act, exempt the long term capital gains

arising on sale of equity shares in the Company where the sale transaction has been entered into on a recognized stock exchange of India and has been liable to securities transaction tax. However, the income by way of long-term capital gain of the company is taken into account in computing the book profit and income tax payable under section 115JB of the IT Act.

2.3 The provisions of section 112 of the IT Act, permit taxing long term capital

gains [which are not exempt under Section 10(38) of the IT Act] arising on transfer of shares in the Company at a rate of 20 percent (plus applicable surcharge and education cess) after considering indexation benefit. However, the share holder may opt for the tax on long term gains computed at the rate of 10 percent (plus applicable surcharge and education cess), if the tax on indexed long term capital gains resulting on transfer of listed securities calculated at the rate of 20 percent (after indexation benefit) exceeds the tax on long term gains computed at the rate of 10 percent without considering indexation benefit.

2.4 The provisions of section 111A of the IT Act, prescribes for taxing the short-

term capital gains arising from sale of equity share in a Company at a rate of 15 percent (plus applicable surcharge and education cess) where such transaction of sale is entered on a recognized stock exchange in India and is liable to securities transaction tax. Short term capital gains arising from transfer of shares in a company other than those covered by Section 111A of the IT Act would be subject to tax as calculated under the normal provisions of the IT Act.

2.5 The provisions of the Double Taxation Avoidance Agreement between India

and the country of residence of the non-resident would prevail over the provisions of the IT Act, as per section 90(2) of the IT Act; to the extent they are more beneficial to the non-resident.

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2.6 The provisions of section 54EC of the IT Act exempts long-term capital gains

[which are not exempt under section 10(38) of the IT Act] from being taxed to the extent such capital gains are invested in long term specified assets within a period of 6 months after the date of such transfer (presently, bonds issued by the National Highways Authority of India or the Rural Electrification Corporation Limited have been specified). Where only a part of the capital gains is so invested, the exemption is proportionately available. However, the investment in specified asset is limited to Rs 5 million. The minimum holding period in the prescribed investments to remain eligible for the exemption is 3 years.

2.7 Subject to the conditions specified under the Provisions of section 54F of the

IT Act, long-term capital gains (which are not exempt from tax under section 10(38) of the IT Act) arising to an individual or a HUF on transfer of shares of the Company will be exempt from capital gains tax if the sale proceeds from transfer of such shares are used for purchase of residential house property within a period of 1 year before or 2 years after the date on which the transfer took place or for construction of residential house property within a period of 3 years after the date of such transfer.

2.8 Where shares of the Company have been subscribed in convertible foreign

exchange, Non-Resident Indians (i.e. An individual being a citizen of India or person of Indian origin who is not a resident) have the option of being governed by the provisions of Chapter XII-A of the IT Act, which inter alia entitles them to the following benefits:

• Under section 115E of the IT Act, where the total income of a non-

resident Indian includes any income from investment or income from capital gains of an asset other than a specified asset, such income shall be taxed at a concessional rate of 20 per cent (plus applicable surcharge and education cess). Also, where shares in the company are subscribed for in convertible foreign exchange by a non-resident Indian, long term capital gains arising to the non-resident Indian shall be taxed at a concessional rate of 10 percent (plus applicable surcharge and education cess). The benefit of indexation of cost and the protection against risk of foreign exchange fluctuation would not be available.

• Under section 115F of the IT Act, long-term capital gains [in cases not

covered by section 10(38) of the IT Act] arising to a non-resident Indian from transfer of shares of the company, subscribed in convertible foreign exchange (in case not covered under Section 115E of the IT Act), shall be exempt from income tax, if the entire net consideration is reinvested in specified assets/saving certificates referred to in section 10(4B) within 6 months of the date of transfer. Where only a part of

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the net consideration is so reinvested, the exemption shall be proportionately reduced. The amount so exempted shall be chargeable to tax subsequently, if the specified assets/saving certificates are transferred or converted into money within 3 years from the date of their acquisition.

• Under section 115G of the IT Act, it shall not be necessary for a non-

resident Indian to furnish his return of income under Section 139(1) if his income chargeable under the IT Act consists of only investment income or long term capital gains or both, arising out of assets acquired, purchased or subscribed in convertible foreign exchange and tax has been deducted at source from such income as per the provisions of Chapter XVII-B of the IT Act.

• Under section 115I of the IT Act, a Non-Resident Indian may elect not

to be governed by the foregoing provisions for any assessment year by furnishing his return of income for that assessment year under Section 139 of the IT Act, declaring therein that the provisions of Chapter XII-A shall not apply to him for that assessment year and accordingly his total income for that assessment year will be computed in accordance with the other provisions of the IT Act.

BENEFITS AVAILABLE UNDER THE WEALTH TAX ACT, 1957

1 Investment in shares of companies are excluded from the definition of the term “asset” as given under section 2(ea) of the Wealth Tax act, 1957, and hence the shares held by the shareholders would not be liable to Wealth tax.

BENEFITS AVAILABLE UNDER THE GIFT TAX ACT

1 Gift tax is not leviable in respect of any gifts made on or after 1st October, 1998.

2 However, as per section 56(2)(vii)(c) of the IT Act, any individual or a HUF

receives any shares or securities without consideration, the aggregate value of which exceeds Rs 50,000, than the whole of the aggregate fair market value of such shares and securities shall be chargeable to income-tax under the head “Income from other sources”. However, if the consideration received is less than the aggregate fair market value of the shares and securities by an amount exceeding Rs 50,000, than the aggregate fair market value of such property as exceeds such consideration. However, this section will not be applicable if the shares and securities are received from any relative or on the occasion of marriage of the individual or under will or by way of inheritance etc.

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3 However, as per section 56(2)(viia) of the IT Act, any company not being a company in which the public are substantially interested receives on or after 1 June 2010, any property being the shares of a company in which the public are substantially interested without consideration, the aggregate value of which exceeds Rs 50,000, than the whole of the aggregate fair market value of such shares and securities shall be chargeable to income-tax under the head “Income from other sources”. However, if the consideration received is less than the aggregate fair market value of the shares and securities by an amount exceeding Rs 50,000, than the aggregate fair market value of such property as exceeds such consideration.

Notes:

1 The above Statement of Possible Direct Tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of equity shares.

2 The above Statement of Possible Direct Tax benefits sets out the possible tax

benefits available to the Company and its shareholders under the current tax laws presently in force in India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant tax laws.

3 This statement is only intended to provide general information to the investors

and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor is advised to consult his or her own tax consultant with respect of the specific tax implications arising out of their participation in the issue.

4 In respect of non-residents, the tax rates and the consequent taxation

mentioned above shall be further subject to any benefits available under the Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident is resident.

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VIII. COMPANY HISTORY & MANAGEMENT Zuari Agro Chemicals Limited (“Company”) was incorporated on 10th September 2009 under the Companies Act, 1956 (“Companies Act”). The corporate identity number assigned to our Company is U65910GA2009PLC006177.

A. MAIN OBJECTS OF THE COMPANY: The objects for which the Company has been established are set out in its Memorandum of Association. The relevant objects, inter alia, are set out hereunder:

1. To manufacture, produce, refine, process, formulate, mix or prepare, mine or otherwise acquire, invest in, own, hold, use, lease, mortgage, pledge, buy, sell, exchange, distribute, assign, transfer or otherwise dispose of, trade, deal in and deal with, import and export any and all classes and kinds of fertilisers, organic fertilisers, inorganic fertilisers, agricultural chemicals, manures, their mixtures and formulations and any and all classes and kinds of chemicals, source materials, ingredients, mixtures derivatives and compounds thereof, and any and all kinds of products of which any of the foregoing constitutes an ingredient or in the production of which any of the foregoing is used, including but not limited to water soluble fertilisers and agricultural and industrial chemicals of all kinds, and industrial and other preparations or products arising from or required in the manufacture, refining etc. of any kind of water soluble fertilisers, fertiliser, manure, their mixtures and formulations.

2. To purchase, acquire, own, take lease and operate any land including agricultural land, farms, fields or to vest any real or personal property, rights or interests acquired by or belonging to the company in any person or company on behalf or for the benefit of the Company, for setting up of and engage in research and development centers, research stations, laboratories, green houses, processing centres for the purpose of development and improvement of the products including any poultry, animal products, sea foods, vegetables, fruits and fruit products and to use the acquired or leased land, for agricultural purposes including making land fit for cultivation, cultivation of land, improvement of land, development of sources of irrigation, raising and harvesting of crops, horticulture, forestry, planting and farming, cattle breeding, animal husbandry, dairy farming, seed farming, pisciculture, apiculture, sericulture, piggery, poultry farming and such other activities as are generally carried in relation to agriculture, dairy farming, cattle breeding, poultry farming and other categories in similar activities including marketing of agricultural products, their storage and transport and the acquisition of implements and machinery in connection with any such activity, which is necessity for carrying the business of the company.

3. To carry on the business of manufacturer, producers, refiners, processors, miners, exporters, importers, buyers and sellers of, and dealers in and with all and any fats, dips, sprays, vermifuges, fungicides, insecticides, germicides, disinfecting preparations, fumigators, medicines and remedies of all kinds for agricultural, trees and fruit growing, gardening and other purposes and whether produced from vegetable, mineral, gaseous, animal or any other matters or substances by any process whether chemical, mechanical, electrical or otherwise.

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B. THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN

OBJECTS: To acquire, buy, hold, sell, transfer, hypothecate, deal in and dispose of properties of all kind and descriptions movable and immovable including shares, stocks, debentures stocks, bonds, obligations or securities by original subscription, tender, purchase, exchange, or otherwise and to subscribe for the same either conditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incidental to the ownership thereof. To purchase, take on lease or licence or in exchange hire or otherwise any real and/ or personal property and any rights or privileges, which the Company may think necessary or convenient for the purposes of its business or may enhance the value of any other property of the Company. C. OTHER OBJECTS NOT INCLUDED IN "A" & "B" ABOVE: To purchase, manufacture, produce, refine, mine or otherwise acquire, invest in, own, hold, use, lease, mortgage, pledge, sell, assign, transfer or otherwise dispose of, trade, deal in and deal with any and all kinds of chemicals and source materials, ingredients, mixtures, derivatives, and compounds thereof, and any and all kinds of products of which any of the foregoing constitutes and ingredient or in the production of which any of the foregoing is used, including but not limited to medicines, pharmaceuticals, fertilizers and industrial chemicals of all kinds. To explore, prospect, take on lease or on royalty basis or otherwise acquire mines, mining rights and lands or any interest therein and to quarry, mine, dress, reduce, draw, extract, caline, smelt, refine, manufacture, process and otherwise acquire, buy, sell or otherwise dispose of and deal in all types, qualities and descriptions of ores metal and mineral substances and to carryon any other metallurgical operations which may seem conducive to any of the Company's objects. D. The liability of the members is limited E. “The authorized share capital of the Company is Rs. 42,05,80,060/- (Rupees [Forty

Two Crores Five Lacs Eighty Thousand Sixty]) divided into 4,20,58,006 equity shares of Rs. 10 (Rs. Ten) each, with the rights, privileges and conditions attached thereto with the power to vary, modify or abrogate such rights, privileges and conditions as may be provided by the Articles of Association of the Company for the time being. The Board of Directors shall have the power to classify as and when required the shares as equity or preference shares and attach thereto respectively such preferential, deferred, qualified or special rights, privileges and conditions and also

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the power to increase or reduce the capital of the Company as may be determined in accordance with the Articles of Association of the Company.

Subsidiaries of the Company:

1. Zuari Seeds Limited 2. Zuari Fertilisers & Chemicals Limited

Joint Ventures of the Company

1. Zuari Rotem Speciality Fertilisers Limited 2. Zuari Maroc Phosphates Limited

Shareholders Agreement: NIL Strategic / Financial Partners and Other Material Contracts Joint Venture agreements between Maroc Phosphore S.A. & Rotem Amfert Negev Limited.

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Management: The overall management is vested in the Board of Directors, comprised of qualified and experienced persons.

Sr. No.

Name Address Designation Date of Appointment

Other Directorships Held

1. Mr. S.K. Poddar

PODDAR NIKET, 2, GURUSADAY ROAD, CALCUTTA, 700019

Director 20-05-2011 Areva T & D India Ltd, Zuari Cement Ltd, Chambal Infrastructure Ventures Ltd, Simon India Ltd, Chambal Fertilisers and Chemicals Ltd, Texmaco Infrastructure & Holdings Limited, Zuari Global Limited, Zuari Agro Chemicals Limited.

2. Mr. Harbachan Singh Bawa

B-3, MAHARANI BAGH, NEW DELHI, 110065

Director 20-05-2011 Indian Potash Limited, Lionel India Limited, Paradeep Phosphates Limited, Simon India Limited, Style Spa Furniture Limited, Zuari Investment Limited, Zuari Maroc Phosphates Limited, Zuari Seeds Ltd, Zuari Global Ltd, Zuari Fertilisers & Chemicals Limited, Gobind Sugar Mills Limited.

3. Mr. Suresh Krishnan

Zuari Industries, Residential Colony, Zuarinagar, 403726, Goa, INDIA

Director 10-09-2009 Zuari Maroc Phosphates Limited, Zuari Management Services Limited, Zuari Indian Oiltanking Limited, Zuari Investments Limited, Zuari Seeds Limited, Indian Furniture Products Limited, Adventz Infraworld India Limited, Gulbarga Cement Limited, Zuari Fertilisers & Chemicals Limited, Adventz Industries India

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Limited, Zuari Global Limited, Globex Limited, Gobind Sugar Mills Limited, Zuari Agro Chemicals Limited, Zuari Rotem Specility Fertilisers Limited.

4. Mr. Jayant Godbole

604A, Cottage Land Co-Operative Housing Society, Plot No.-16A, Sector-19, Navi Mumbai 400706

Director 20-05-2011 Zuari Global Limited,Zuari Agro Chemicals Limited, Embio Ltd., J. K. Cements Ltd, Gilander Arbuthnot Ltd., IMP Powers Ltd, Emami Paper Mills ltd, The Oudh Sugar Mills ltd, Madhya Bharat Papers Ltd, Saurashtra Cement Ltd, Gujarat Alkalies & Chemicals Ltd, Kesar Terminals & Infrastructure Ltd, IDBI Asset Management Ltd, Kesar Multimodal Logistics Ltd.

5. Mr. Marco Wadia

THAKUR NIVAS, 173,, JAMSHEDJI TATA ROAD,, MUMBAI 400020

Director 20-05-2011 Chambal Fertilisers & Chemicals Ltd, Jost’s Engineering Company Ltd, Johnson & Johnson Ltd, Paradeep Phosphates Limited, Stovec Industries Limited, Simon India Ltd, Zuari Maroc Phosphates Limited, Zuari Global Limited, Adventz Infraworld India Ltd, Zuari Agro Chemicals Ltd, Amphenol Interconnect India Pvt. Ltd, Amphenol Omniconnect India Pvt. Ltd, Amphetronix Offset Interconnect Solutions Pvt. Ltd., Gobind Sugar Mills Limited

6. Mr. Akshay Poddar

PODDAR NIKET, 2, GURUSADAY

Director 14-11-2011 Zuari Global Limited, Texmaco Rail & Engineering Ltd,

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ROAD, CALCUTTA, 700019

Gillette India Limited, Adventz Securities Enterprises Ltd, Texmaco Infrastructure & Holdings Limited, Syndak Teatech Limited, Paradeep Phosphates Limited, Lionel Edwards Limited, Style Spa Furniture Limited, Adventz Investments & Holdings Ltd, Zuari Agro Chemicals Limited.

7. Mr. Arun Duggal

A-4, West End, New Delhi 110021

Director 27-03-2012 Zuari Global Limited, Zuari Agro Chemicals Limited Shriram Transport Finance Co. Limited, Info Edge (India) Limited, Shriram Properties Ltd., Dish TV India Limited, Shriram City Union Finance Limited, Adani Port and Special Economic Zone Limited, Shriram EPC Limited, Shriram Capital Ltd., FIL Fund Management Pvt. Ltd, Carzonrent (India) Pvt. Ltd , Bellwether Micr Finance Fund Pvt. Ltd, International Asset Reconstruction Co. Pvt. Ltd, Blackstone Investment Co. Pvt. Ltd., Tanglewood Financial Advisors Pvt Ltd., Jubilant Energy N.V. Netherlands, Jubilant Energy N.V. Canada, Mortice Ltd., Singapore.

8 Mr. Gopal K Pillai

K-202, Plumeria Garden Estate, Sector Omicron III, Greater Noida – 201 308 UTTAR PRADESH

Additional Director

30-07-2012 Adani Ports and SEZ Limited, Zuari Agro Chemicals Limited, Ivy Cap Advisors Pvt. Ltd.

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Other Details about Directors

Sr. No. Name Date of

Birth Qualification DIN No.

1 Mr. S. K. Poddar 15/09/1945 B.Com (Hons) 00008654

2 Mr. H. S. Bawa 20/03/1931 M.S. Chemical Engineering 00244222

3 Mr. Macro Wadia 30/01/1956 B.A. (Hons)/ L.L.B. 00244357

4 Mr. Jayant Godbole 17/12/1945

B.Tech (Hons) – Chemical, P.G. Certificate in Financial

Management 00056830

5 Mr. Akshay Poddar 20/07/1976 Hons. In Accounting &

Finance 00008686

6 Mr. N. Suresh Krishnan 03/06/1964 B. E. (Hons)/M.Sc. 00021965

7 Mr. Arun Duggal 01/10/1946 M.E./M.B.A. 00024262

8 Mr. Gopal K. Pillai 30/11/1949 post graduation in Chemistry

from IIT Madras with an MSc 02340756

Brief Profile of Directors of the Company:

1. Mr. S. K. Poddar

Saroj Kumar Poddar, chairman of Zuari Agro Chemicals Ltd., is a gold medallist in B. Com (Hons) from Calcutta University. Mr. Poddar is the Chairman of numerous companies including Areva T & D India Ltd., Zuari Industries Limited, Zuari Cement Ltd., Chambal Infrastructure Ventures Ltd., Simon India Ltd., Chambal Fertilisers and Chemicals Ltd., and Texmaco Limited. He is also on the Board of Lionel India Ltd., Poddar Heritage Investments Ltd and Bengal Foodpark Ltd. Internationally, Mr Poddar is on the Board of Gillette Management Inc. Boston. He is also on the Advisory Board of M/s. N M Rothschild & Sons (India) Pvt. Ltd.

Mr Poddar is also the Chairman of Poddar Heritage Enterprises. Under Mr. Poddar, the group has promoted various new projects including several joint ventures with leading international corporations. The most notable of these ventures are Gillette India Limited – a joint venture with The Gillette Company of U.S.A., Indian Furniture Products Ltd. – a joint venture with Seribo of France (now wholly owned subsidiary of Zuari Industries Ltd.) and Hettich India Pvt. Ltd – a joint venture with the Hettich Group of Germany.

Mr. Poddar is the immediate Past President of International Chamber of Commerce-India. He has also served as President of Federation of Indian Chambers of Commerce and Industry, Indian Council of Arbitration, All India Organization of Employers (AIOE) and Council of Indian Employers (CIE).

2. Mr. H.S. Bawa

Mr. H.S. Bawa is an Executive Vice Chairman of ZGL and Vice Chairman of the Company. He holds a MS Degree in Chemical Engineering from the University of Tulsa, USA. Mr Bawa has been the Vice-Chairman of Chambal Fertilisers and Chemicals Ltd.

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Mr. Bawa started his career with Bahrain Petroleum Company, Bahrain after getting his Masters degree in 1955. In 1957, he joined ESSO India (now Hindustan Petroleum Corporation Limited). He held senior position in ESSO in both India and overseas.

In 1979, H S Bawa joined Zuari Global Limited (formerly Zuari Industries Limited) in Goa as the Executive President.

H S Bawa has been the Chairman of the Fertiliser Association of India (FAI), which is the second largest fertiliser association in the world and is presently member of the International Fertiliser Association Council.

Mr. Bawa is widely travelled and has participated in various key negotiations with potential business partners. He has led several committees in oil and fertiliser industries.

3. Mr. N. Suresh Krishnan

Mr. N. Suresh Krishnan, Managing Director of the Company has 25 years’ of corporate experience in fertilisers, energy and cement sectors, Mr. Krishnan has been associated with Zuari Industries Limited (ZIL) and related companies over nearly two decades. Prior to taking over as Managing Director of ZHL, he was the Managing Director in ZIL since February 2011, Mr. Krishnan was Executive President of ZIL for three and a half years, responsible for the company’s fertiliser business. Other senior position held by Mr. Krishnan includes Chief Financial Officer of the ZGL and Zuari Cement Limited for four years.

His functional experience spans corporate finance, corporate strategy, projects planning, operations and business development. Over the years, he has been instrumental in financing of large greenfield projects in the domestic and international markets, forging and managing joint ventures and acquisitions, and in executing turnaround strategies alongside day-to-day operations in the manufacturing sector. Mr. Krishnan is on the Board of Directors of several ZIL subsidiaries and joint ventures including Zuari Investments Limited, Indian Furniture Products Limited and Zuari Maroc Phosphates Limited (Managing Director). Mr. N. Suresh Krishnan is an alumnus of BITS (Pilani).

4. Mr. J.N. Godbole Mr. J.N. Godbole is a chemical engineer from I I T Mumbai with qualifications in financial Management from Bajaj Institute of Management Studies, University of Bombay. Mr Godbole has 37 years of diversified experience ranging from Production-In-Charge in a private sector SSI, Development banker with IDBI the Apex term lending development bank of the Govt of India to Advisor to State Govt of Sabah in Malaysia. In Sabah he advised the Govt in the implementation of a $700 million pulp, paper and timber complex. He was also directly involved in implementation /project management of $ 1Billion gas based complex comprising transportation of associated gas, production of HBI, Methanol, and generation of power. In IDBI, Mr Godbole served in various departments including Project Finance, Venture capital, Rehabilitation of sick units, and various capacities from junior officer to Executive Director and finally functioned as the Chairman and Managing Director. He

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chaired the Empowered Group of CDR (corporate Debt Restructuring) Mechanism during 2002 to 2004 and was instrumental in reviving and preventing the formation of about Non-performing Assets (NPAs) with debts of $ 17 Billion from the Indian Banking Sector. Currently Mr Godbole is an independent Director in companies engaged in the fields of Cement, Textiles Sugar, Power Sector, and Paper.

5. Mr. Marco Wadia Mr. Marco P.A. Wadia, is a partner in Crawford Bayley & Co., Advocates and Solicitors. He has about 26 years of experience in the legal profession having specialised in corporate matters and mergers and acquisitions.

6. Mr. Akshay Poddar

Mr. Akshay Poddar, Executive Director of the Company hails from the family of a renowned Adventz group having glorious track record of promoting and managing businesses in diversified industries like Fertilizers, Agri inputs, Heavy Engineering, Process Engineering, Sugar Consumer Products, Real Estate, Investments and Furniture etc. The Adventz group’s annual turnover is in excess of US $ 2.5 billion.

The Adventz group believes in empowerment of farmers and securing interests of all stake holders. The Group Companies have won distinguished awards for practicing best CSR Activities, taking care of community services hand in hand with commercial activities and to conserve the environment.

Mr. Akshay Poddar is Managing Director of Adventz Investments and Holdings Limited and also serves as Director on the Board of Group Companies and Associated Companies.

The Group Companies includes Zuari Industries Limited, Texmaco Limited, Paradeep Phosphates Limited, Gobind Sugar Mills Limited, Style Spa Furniture Limited, Adventz Investments and Holdings Limited, Lionel India Limited, Adventz Securities Enterprises Limited, and Poddar Heritage Finance Private Limited.

The Associate Companies includes Chambal Fertilizers & Chemicals Limited, CFCL Technologies Limited and JV’s promoted by the Group like Gillette India Limited and Hettich India Private Limited.

Mr. Akshay Poddar is Honors in Accounting & Finance from London School of Economics and Political Science, University of London.

Mr. Akshay Poddar is also associated as a Member with Indian Chamber of Commerce, Kolkata, Entrepreneurs’ Organisation, Kolkata (Former President), Young Leaders Forum (YLF), The Indus Enterprises (TIE) etc. to name a few.

7. Mr. Arun Duggal A Mechanical Engineer from the prestigious Indian Institute of Technology Delhi, Mr. Arun Duggal holds an MBA from the Indian Institute of Management, Ahmedabad. He teaches Venture Capital & Private Equity at the Indian Institute of Management, Ahmedabad as a visiting professor.

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Mr. Duggal is an experienced international Banker advising corporations on Financial Strategy, M&A and Capital Raising areas. He has been an International Advisor to a number of Corporations, major Financial Institutions and Private Equity firms. He is Chairman of Board of Directors of Shriram Transport finance Company, Shriram Properties Ltd., Shriram City Union finance Ltd., and Shriram EPC Limited. He is the Vice Chairman of International Asset Reconstruction Company. Mr Duggal is also on the Board of Directors of Jubilant Energy Ltd., Patni Computers (Chairman, Audit Committee), Fidelity Fund Management, (Nominee Director of Asian Development Bank), Manipal Acunova Limited, Info Edge (India), Dish TV India Ltd., Mundra Port & SEZ Ltd., and IMA (formerly Economist Intelligence Unit, India) and Hertz (India). He is a member of the Investment Committee of Axis Private Equity. Mr. Duggal is involved in several initiatives in social sector. He is the Chairman of Board of Directors of Bellwether Microfinance Fund that provides equity capital to promising Micro Finance organizations and helps them in capacity building. He is a Trustee of Centre for Civil Society, New Delhi, which focuses on improving the quality and access of education to students especially for the needy. Mr. Duggal is a Senior Advisor to TPG Capital, a major Private Equity firm headquartered in San Francisco. Mr. Duggal Mr. Duggal is also involved with a number of environmental projects. Mr. Duggal has had a 26 year career with Bank of America, mostly in the U.S., Hong Kong and Japan. His last assignment was as Chief Executive of Bank of America in India from 1998 to 2001.

8. Mr. Gopal Pillai Former Home Secretary, Ministry of Home Affairs, Government of India, Mr. Gopal K Pillai completed his early education in Delhi and Bangalore. Thereafter, Mr. Pillai did his post graduation in Chemistry from IIT Madras with an MSc. He joined the Indian Administrative Service (IAS) in 1972 and was allotted the Kerala Cadre. In the State Government, he held various positions as District Collector, Quilon, Special Secretary (Industries), Secretary (Health) and Principal Secretary to the then Chief Minister, AK Antony. At the Centre, Mr Pillai has had stints in the Ministries of Defence, Surface Transport, Home and Commerce. As Joint Secretary (North-East) in the Ministry of Home Affairs during 1996-2001, he developed a unique relationship with the Governments and people of the North-East and was involved in active negotiations with various insurgent groups, including the Bodo Liberation Tigers and the NSCN (I/M). During his five-year stint in the Department of Commerce, during 2004-09, including as Secretary (Commerce), Mr Pillai was actively involved as the Chief Negotiator for India at the WTO, in the negotiations for Comprehensive Economic Partnership Agreements with Singapore, Japan and South Korea, European Union, Australia, New Zealand, Malaysia and ASEAN for broadening engagements with SAARC and the African Continent. He was also instrumental in the enactment of the SEZ Act, 2005 and the setting up of over 140 Special Economic Zones in India which created over sixteen lakh jobs. Mr Pillai retired from the Government in June 2011. He is currently a Distinguished Fellow at the Institute for Defence Studies and Analyses (IDSA), RK Mishra Chair at the Observer Research Foundation, Chairman of Ivy Cap

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Ventures Advisors Pvt Ltd and Chairperson of the University of Engineering and Management, Jaipur.

Shareholding of Directors as on date :

Corporate Governance: The Company is fully compliant with the provisions of Clause 49 of the Listing Agreement and the details are as follows:

a) Composition of Board of Directors:

Name of the Directors Category

Mr. Suresh Krishnan Managing Director Mr. Akshay Poddar Executive Director Mr. S.K. Poddar Promoter Director Mr. Jayant Godbole Independent & Non-Executive Director Mr. Marco Wadia Independent & Non-Executive Director Mr. Arun Duggal Independent & Non-Executive Director Mr. H.S. Bawa Professional – Non- Executive Director Mr. Gopal Pillai Independent and Non-Executive Director

b) Composition of Audit Committee

Mr. Arun Duggal – Chairman Mr. Jayant Godbole – Member Mr. Marco Wadia – Member

c) Composition of Shareholders’/ Investor Grievance and Share Transfer Committee

Mr. J. N. Godbole – Chairman Mr. Marco Wadia – Member Mr. H.S. Bawa – Member

Compliance Report on Corporate Governance as on 30th September, 2012: ZUARI AGRO CHEMICALS LIMITED Particulars Clause of

Listing Agreement

Compliance Status Yes/No.

Remarks

I. Board of Directors 49 (I) YES (A) Composition of Board 49 (IA) YES Complied

Name of the Directors Number of Shares held

% of Total Shares

Mr. S.K. Poddar 79,406 0.19% Mr. Marco Wadia 2,811 0.01%

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(B) Non-Executive Directors’ compensation & Disclosures

49 (IB) YES Complied. No remuneration was paid to Nom-Executive Directors except sitting fees. Commission will be paid to non-executive directors upto Rs. 5 lacs per annum for a period of 5 years starting from financial year 2012-13

(C) Other provisions as to Board and Committees

49 (IC) YES Complied

(D) Code of Conduct 49 (ID) YES Noted for Compliance. Will be adopted in ensuing Board Meeting.

II. Audit Committee 49 (II) YES (A) Qualified & Independent Audit

Committee 49 (IIA) YES Complied

(B) Meeting of Audit Committee 49 (IIB) YES Complied (C) Powers of Audit Committee 49 (IIC) YES Complied (D) Role of Audit Committee 49 (IID) YES Complied (E) Review of Information by Audit

Committee 49 (IIE) YES Complied

III. Subsidiary Companies 49 (III) YES Complied IV. Disclosures 49 (IV) YES (A) Basis of related party transactions 49 (IVA) YES Complied (B) Disclosures of Accounting

Treatment 49 (IVB) YES As Per Accounting Standard

(C) Board Disclosures 49 (IVC) YES Complied (D) Proceeds from public issues,

rights issues, preferential issues etc.

49 (IVD) YES N.A.

(E) Remuneration of Directors 49 (IVE) YES Complied (F) Management 49 (IVF) YES Complied (G) Shareholders 49 (IVG) YES Complied V. CEO/CFO Certification 49 (V) YES N.A. VI. Report on Corporate

Governance 49 (VI) YES Will be complied in the

Annual Report 2012-13 VII. Compliance 49 (VII) YES Will be complied in the

Annual Report 2012-13

Change in Board of Directors since the Company’s inception: Name of the Director Date of Appointment Date of Resignation Mr. Vijay Kathuria 07/05/2010 20/05/2011 Mr. Binayak Datta 10/09/2009 24/05/2011 Mr. Arun Mahajan 10/09/2009 24/05/2011 Mr. Suresh Krishnan 10/09/2009

69

01/04/2012 – M. D. Mr. H. S. Bawa 20/05/2011

27/03/2012 – V.C.

Mr. S.K. Poddar 20/05/2011 Mr. J.N. Godbole 20/05/2011 Mr. Akshay Poddar 14/11/2011

01/04/2012 – E.D.

Mr. Arun Duggal 27/03/2012 Mr. Marco Wadia 20/05/2011 Mr. Gopal Pillai 30/07/2012 Compensation of CEO and Whole Time Director Salary Rs. 4.50 lakhs per month, allowances & perquisites as per Sr. Executives of the Company Compensation of Executive Directors Salary Rs. 2.00 lakhs per month, allowances & perquisites as per Sr. Executives of the Company Interest of directors All our Directors may be deemed to be interested to the extent of fees payable to them, if any, for attending meetings of the Board or a committee thereof as well as to the extent of other remuneration, commission and reimbursement of expenses payable to them, if any, under the Articles of Association, and to the extent of remuneration paid to them, if any for services rendered as an officer or employee of our Company. Our Directors may also be regarded as interested in the Equity Shares, if any, held by them or by the companies/firms/ventures promoted by them or that may be allotted to the companies, firms, trusts, in which they are interested as Directors, members, partners, trustees and Promoter, pursuant to the Scheme. All Directors be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the said Equity Shares.

70

IX. OVERVIEW OF ORGANISATION STRUCTURE

Zuari Agro Chemicals Ltd.

Chairman

Vice

Chairman Executive Director

Managing Director

President Agri

Business

Vice President Finance

Vice President Special Projects

Chief Manufacturing

Officer

Advisor-Corporate Affairs

G.M (3)

CGM- Operations

CGM-HR

CGM & CS

GM-Manufacturing

(1)

GM- HR & IR (1)

DY.GM (8)

DGM-IT (1) DGM-

F&A(1) Dy.GM (2)

Dy.GM's (5)

Commercial Finance Special Projects Operations HR Sec &

Legal CSR

71

X. PROMOTER, PROMOTER GROUP, SUBSIDIARY COMPANIES AND COMPANIES UNDER SAME MANAGEMENT

Shareholding Pattern of Company Prior to Scheme becoming Effective: Before the Scheme becoming effective, following were the shareholders and promoters of the Company:

Name Shares Held Promoter 1. Zuari Industries Limited & Its

nominees 8,411,601

Promoter Group 2. Zuari Management Services

Limited & Its nominees 4,205,801

Total 12,617,402 Shareholding of Promoters and Promoter Group of the Company Post the Scheme becoming Effective:

Sr. No Name of Shareholder Shares % Holding

Promoter

1. Zuari Industries Limited & its nominees

8,411,601 20%

Promoter Group

1. Saroj Kumar Poddar 79,406 0.1888%

2 Sarala Devi Birla 30,000 0.0713%

3 Jyotsna Poddar 71,621 0.1702%

4 SIL Investments Limited 3,208,000 7.6275%

5 Pilani Investment Corporation Ltd 434,000 1.0319%

6 RTM Investment & Trading Co. Ltd 110,768 0.2633%

7 SCM Investment & Trading Co. Ltd. 35,000 0.0832%

8 HTL Investment & Trading Co. Ltd. 42,630 0.1013%

9 Shradhanjali Investment & Trading Co. Ltd.

42,630 0.1013%

10 Ronson Traders Ltd. 63,200 0.1502%

11 Usha Flowell Ltd 49,025 0.1165%

72

Sr. No Name of Shareholder Shares % Holding

12 Britex India Ltd 31,970 0.0760%

13 Udit India Limited 31,970 0.0760%

14 Texmaco Infrastructure and Holdings Limited

2,557,941 6.0819%

15 Adventz Inv. & Holdings Ltd. 836,852 1.9897%

16 Jeewan Jyoti Medical Society 138,550 0.3294%

17 Poddar Heritage Finance Pvt. Ltd. 85,789 0.2039%

18 Duke Commerce Ltd 81,000 0.1925%

19 Ricon Commerce Ltd. 8,100 0.0192%

20 New Eros Tradecom Ltd. 1,196,767 2.8455%

21 UCO Bank (Birla Education Trust) 390,600 0.9287%

22 Coltrane Corporation Limited 479,750 1.1406%

23 Adventz Securities Enterprises Ltd. 98,804 0.2349%

24 Adventz Investment Company Private Limited

15,000 0.0356%

25 Globalware Trading & Holdings Limited

7,012,000 16.6722%

26. Zuari Management Services Limited & its nominees

4,205,801 10.0000%

Total 29,748,775 70.73%

73

Details of the Promoter: Zuari Global Limited (Formerly known as Zuari Industries Limited) Its CIN is L65921GA1967PLC000157

Name of

the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details

of

listings,

if any

The Company’s Board of Directors

Zuari

Global

Limited

Jai Kisaan

Bhawan,

Zuarinagar,

Goa 403726

Fertiliser

Manufacturing

1. SAROJ KUMAR PODDAR

2. AKSHAY PODDAR (alternate to

SHYAM SUNDER BHARTIA)

3. SHYAM SUNDER BHARTIA

4. NARAYANAN SURESH

KRISHNAN

5. ARUN DUGGAL

6. DADI BEJONJI ENGINEER

7. JYOTSNA PODDAR

8. Jayant Narayan Godbole

9. HARBACHAN SINGH BAWA

10. MARCO PHILIPPUS

ARDESHIR WADIA

11. SHASHINDRA PAL TYAGI Shareholding Pattern The shareholding pattern of Zuari Global Limited as on September 30, 2012 is as follows

Sr. No Name of Shareholder Shares % Holding

1. Promoters 13134843 58.68

2. Non Promoters 12163994 41.32

Change in Management There has been no change in the management of Zuari Global Limited in the last 3 years. Financial Performance The summary audited financial information of Zuari Global Limited on standalone basis is as follows:

(in Rs. Lacs)

74

S. No. For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 2944.11 2944.11 2944.11

2 Reserves (excluding revaluation reserves) and surplus

54817.84 1,19,095.10 1,03,942.19

3 Misc. Expenditure (P & L Debit Balance) 0.00

NIL NIL

4 Net Worth 57761.95 122,039.21 106,886.30

5 Sales 130207.90 5,52,315.22 4,27,772.18

6 Profit/(Loss) after tax 4755.99 16,687.53 15,696.10

7 Earnings per share

- Basic 16.15 56.68 53.31

- Diluted 16.15 56.68 53.31

8 NAV per Share 196.20 414.52 363.05

9 No. of Equity Shares 29,440,604 29,440,604 29,440,604

The summary audited financial information of Zuari Global Limited on Consolidated basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 2,944.11 2944.11 2944.11

2 Reserves (excluding revaluation reserves) and surplus

66,253.52 1,56,217.36 1,33,018.66

3 Misc. Expenditure 0.00 NIL NIL

4 Net Worth 69,197.63 159,161.47 135,962.77

5 Sales 194,532.54 7,43,530.21 5,89,583.51

6 Profit/(Loss) after tax 21,788.67 26,521.13 26,809.98

7 Earnings per share

- Basic 74.01 84.07 86.14

- Diluted 74.01 84.07 86.14

8 NAV per Share 235.04 540.61 461.82

75

9 No. of Equity Shares 29,440,604 29,440,604 29,440,604

Zuari Global Limited is not a Sick Industrial Company within the meaning of the SICA. Share price Performance BSE Data Month High Price Date of High Low Price Date of Low October 154.40 11-Oct-2012 121.00 31-Oct-2012 September 151.00 21-Sep-2012 133.00 06-Sep-2012 August 148.25 10-Aug-2012 128.45 28-Aug-2012 July 140.85 31-Jul-2012 123.60 03-Jul-2012 June 147.80 12-Jun-2012 120.20 04-Jun-2012 May 164.95 02-May-2012 126.05 31-May-2012 April 529.00 04-Apr-2012 154.00 25-Apr-2012 NSE Data Month High Price Date of High Low Price Date of Low October 154.80 11-Oct-2012 121.10 31-Oct-2012 September 151.00 21-Sep-2012 132.35 07-Sep-2012 August 148.20 10-Aug-2012 129.15 28-Aug-2012 July 141.00 11-Jul-2012 122.90 04-Jul-2012 June 148.10 12-Jun-2012 121.45 04-Jun-2012 May 165.00 02-May-2012 111.65 31-May-2012 April 529.00 04-Apr-2012 153.90 16-Apr-2012

76

Details of Promoter Group: Chambal Fertilisers and Chemicals Limited CIN is L24124RJ1985PLC003293. Name of

the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details of

listings, if

any

The Company’s Board of

Directors

Chambal

Fertilisers

and

Chemicals

Limited

Gadepan,

District –

Kota,

Rajasthan,

PIN –

325208

Chambal

Fertilisers has

three divisions

- agri-inputs,

shipping and

textiles

BSE Ltd.

(BSE) – Stock

code –

500085

National

Stock

Exchange of

India Ltd.

(NSE) –

Stock code –

Chamblfert

1. SAROJ KUMAR PODDAR

2. DIPANKAR BASU

3. SHYAM SUNDER BHARTIA

4. CHANDRA SHEKHAR

NOPANY

5. KASHI NATH MEMANI

6. ANIL KAPOOR

7. MARCO PHILIPPUS

ARDESHIR WADIA

8. RAM NATH BANSAL

9. RADHA SINGH Shareholding Pattern The shareholding pattern of Chambal Fertilisers and Chemicals Limited as on September 30, 2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 229,341,482  55.12

2. Non Promoters 186,866,370  44.88

77

Change in Management There has been no change in the management of Chambal Fertilisers and Chemicals Limited in the last 3 years. Financial Performance The summary audited financial information of Chambal Fertilisers and Chemicals Limited on standalone basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31,2012  March 31, 2011 March 31, 2010

1 Equity Capital 41,620.79 41,620 41,620

2

Reserves (excluding revaluation reserves) and surplus

136,249.80

120,711 97,385

3 Misc. Expenditure NIL NIL NIL

4 Net Worth 177,870.59 162,331 139,005

5 Sales 646,128.50 464,640 357,450

6 Profit/(Loss) after tax

24,728.69    32,518 24,905

7 Earnings per share

- Basic 5.94 7.81 5.98

- Diluted 5.94 7.81 5.98

8 NAV per Share 42.74 39.00 33.40

9 No. of Equity Shares

416,207,852 416,207,852 416,207,852

The summary audited financial information of Chambal Fertilisers and Chemicals Limited on Consolidated basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31,  2012

March 31, 2011 March 31, 2010

1 Equity Capital 41,620.79 41,620 41,620

2

Reserves (excluding revaluation

reserves) and

128,495.08 115,603 101,721

78

surplus

3 Misc. Expenditure NIL NIL NIL

4 Net Worth 170,115.87 157,223 143,341

5 Sales 753,817.33 567,795 412,734

6 Profit/(Loss) after tax 15,830.85 21,646 20,730

7 Earnings per share

- Basic 3.80 5.78 5.22

- Diluted 3.80 5.78 5.22

8 NAV per Share 40.87 37.77 34.44

9 No. of Equity Shares 416,207,852 416,207,852 416,207,852

Chambal Fertilisers and Chemicals Limited is not a Sick Industrial Company within the meaning of the SICA. Share price Performance BSE Data Month  High Price  Date of High  Low Price  Date of Low October 2012  75.40  03‐Oct‐2012  66.05  31‐Oct‐2012 September 2012  76.75  28‐Sep‐2012  65.85  03‐Sep‐2012 August 2012  74.70  08‐Aug‐2012  62.05  30‐Aug‐2012 July  2012  81.75  06‐Jul‐2012  68.20  30‐Jul‐2012 June  2012  79.45  14‐June‐2012  68.20  04‐June‐2012 May 2012  76.80  02‐May‐2012  66.30  09‐May‐2012 April 2012  84.75  10‐April‐2012  73.25  27‐April‐2012  NSE Data Month  High Price  Date of High  Low Price  Date of Low October 2012  75.45  03‐Oct‐2012  65.90  25‐Oct‐2012 September 2012  76.65  28‐Sep‐2012  65.85  03‐Sep‐2012 August 2012  74.65  08‐Aug‐2012  62.05  30‐Aug‐2012 July  2012  81.90  06‐Jul‐2012  68.20  30‐Jul‐2012 June  2012  79.45  14‐June‐2012  68.25  04‐June‐2012 May 2012  76.80  02‐May ‐2012  66.15  09‐May‐2012 April 2012  84.80  10‐April‐2012  73.05  27‐April‐2012 

79

Texmaco Infrastructure & Holdings Limited CIN is L70101WB1939PLC009800 Name of the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details of

listings, if

any

The Company’s Board of

Directors

Texmaco

Infrastructure

& Holdings

Limited

Belgharia,

Kolkata,

West

Bengal

Infrastructure

and Real

Estate

Bombay

Stock

Exchange

(BSE) –

Stock code

– : 505400

The National

Stock

Exchange

(NSE) –

Stock code

– TEXINFRA

Calcutta

Stock

Exchange

1. SAROJ KUMAR PODDAR

2. AKSHAY PODDAR

3. GAUTAM KHAITAN

4. UTSAV PAREKH

5. DIPANKAR CHATTERJI

6. HEMANT KUMAR

Shareholding Pattern The shareholding pattern of Texmaco Infrastructure & Holdings Limited as on September 30, 2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters       69,434,997 

54.49

2. Non Promoters 57,991,593 45.51

Change in Management There has been no change in the management of Texmaco Infrastructure & Holdings Limited in the last 3 years. Financial Performance The summary audited financial information of Texmaco Infrastructure & Holdings Limited on standalone basis is as follows:

80

(in Rs. Lacs) S.

No. Particulars For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 1274.28 1271.83 1271.83

2 Reserves (excluding revaluation reserves) and surplus

23495.26 21772.24 52975.05

3 Misc. Expenditure ‐ -- --

4 Net Worth 24769.53 23044.07 54249.88

5 Sales 1278.83 1198.88 112549.43

6 Profit/(Loss) after tax 1892.60 760.80 9304.48

7 Earnings per share

- Basic 1.49 0.60 7.63

- Diluted 1.49 0.59 7.61

8 NAV per Share ‐‐ -- --

9 No. of Equity Shares 127426590 127183090 127183090

The summary audited financial information of Texmaco Infrastructure & Holdings Limited on Consolidated basis is as follows:

(in Rs. Lacs) S.

No. Particulars For the year ended

March 31,2012 March 31, 2011 March 31, 2010

1 Equity Capital 1274.28 1271.83 1271.83

2 Reserves (excluding revaluation reserves) and surplus 39284.10

34758.91 53135.26

3 Misc. Expenditure ‐ -- --

4 Net Worth 40558.38 36030.74 54407.09

5 Sales 1666.58 2769.89 112588.51

6 Profit/(Loss) after tax 1925.84 800.72 9351.98

7 Earnings per share

- Basic 3.69 3.49 7.66

- Diluted 3.69 3.48 7.65

8 NAV per Share ‐ -- --

9 No. of Equity Shares 127426590 127183090 127183090

81

Texmaco Infrastructure & Holdings Limited is not a Sick Industrial Company within the meaning of the SICA. Share price Performance The shares of the Company have been listed with Calcutta Stock Exchange and the shares have not been traded in the Calcutta Stock Exchange Limited during last 6 months. Share price performance BSE Data  Month  High Price  Date of High  Low Price  Date of Low October 2012  41.25 04‐Oct‐2012 33.35  01‐Oct‐2012September 2012  36.80 14‐Sep‐2012 26.50  10‐Sep‐2012August 2012  28.70 02‐Aug‐2012 25.00  30‐Aug‐2012July  2012  31.65 17‐July‐2012 27.00  31‐July‐2012June  2012  29.40 29‐June‐2012 26.05  04‐June‐2012May 2012  31.60 02‐May‐2012 26.40  15‐May‐2012April 2012  37.45 20‐Apr‐2012 26.10  04‐Apr‐2012 NSE Data Month  High Price  Date of High  Low Price  Date of Low October 2012  41.30 04‐Oct‐2012 33.80  29‐Oct‐2012September 2012  36.85 14‐Sep‐2012 26.55  06‐Sep‐2012August 2012  28.90 02‐Aug‐2012 26.30  09‐Aug‐2012July  2012  30.40 09‐Jul‐2012 27.30  31‐Jul‐2012June  2012  29.20 29‐Jun‐2012 26.65  04‐Jun‐2012May 2012  31.50 03‐May‐2012 26.55  31‐May‐2012April 2012  37.80 20‐Apr‐2012 26.15  04‐Apr‐2012

82

Ricon Commerce Limited CIN is L51909WB1982PLC035269 Name of

the

Company

Address of the

Company and

its contact

number

Business

activity

Details of

listings, if any

The Company’s Board of

Directors

Ricon Commerce Limited

Regd Office: 9/1

R N

MUKHERJEE

ROAD 5TH

FLOOR,

KOLKATA –

700001

Investment

Activity

Kolkata Stock

Exchange –

Stock code –

28171

1. KAILASH CHAND GUPTA

2. TOLARAM CHACHAN

3. VINAY VARMA

Shareholding Pattern The shareholding pattern of Ricon Commerce Limited as on March 31, 2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 225330 93.89

2. Non Promoters 14670 6.11

Change in Management There has been no change in the management of Ricon Commerce Limited in the last 3 years. Financial Performance The summary audited financial information of Ricon Commerce Limited on standalone basis is as follows:

(in Rs. Lacs) S.

No. For the year ended For the year ended

March 31, 2012  March 31, 2011 March 31, 2010

1 Equity Capital 24.00 24.00 24.00

2

Reserves (excluding revaluation reserves) and surplus

64.11 62.32 60.59

3 Misc. Expenditure ‐‐ NIL NIL

4 Net Worth 88.11 86.32 84.59 5 Sales

(Dividend ‐‐ 3.22 2.95

83

Received and Profit on sale of Investments)

6 Profit/(Loss) after tax 1.79

1.72 1.00

7 Earnings per share

- Basic 0.75 0.72 0.42

- Diluted 0.75 0.72 0.42

8 NAV per Share 36.71 35.96 35.24

9 No. of Equity Shares 2,40,000

240,000 240,000

The company does not have any subsidiaries, hence it does not have consolidated accounts. Ricon Commerce Limited is not a Sick Industrial Company within the meaning of the SICA. Share price Performance of Ricon Commerce Limited “There have not been trades in the Equity Shares of Ricon Commerce Limited on The Calcutta Stock Exchange Limited and U.P Stock Exchange Limited during last 7 months. The last traded price of the Company is Rs. 4.50”

84

Ronson Traders Limited CIN is L51909WB1982PLC035358 Name of

the

Company

Address of the

Company and

its contact

number

Business

activity

Details of

listings, if

any

The Company’s Board of

Directors

Ronson

Traders

Limited

Regd Office:

9/1 R N

MUKHERJEE

ROAD 5TH

FLOOR,

KOLKATA –

700001

Investment

Activity

Kolkata

Stock

Exchange –

Stock code –

28184

1. CHANDRA SHEKHAR

NOPANY

2. SHOBHANA BHARTIA

3. NOPANY NANDINI

4. JYOTSNA PODDAR

5. SANTOSH KUMAR

PODDAR Shareholding Pattern The shareholding pattern of Ronson Traders Limited as on September 30, 2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 527380 92.04

2. Non Promoters 45620 7.96

Change in Management There has been no change in the management of Ronson Traders Limited in the last 3 years. Financial Performance The summary audited financial information of Ronson Traders Limited on standalone basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 57.30 57.30 57.30

2 Reserves (excluding revaluation reserves) and surplus

2514.64 2352.00 2083.30

3 Misc. Expenditure -- -- --

4 Net Worth 2571.94 2409.30 2140.60

5 Sales (Dividend Received and

-- -- --

85

Profit on sale of Investments)

6 Profit/(Loss) after tax 192.29 305.01 577.52

7 Earnings per share

- Basic 33.56 53.23 101.46 - Diluted 33.56 53.23 101.46 8 NAV per Share 448.85 420.47 373.58

9 No. of Equity Shares 5,73,000 5,73,000 5,73,000

The summary audited financial information of Ronson Traders Limited on Consolidated basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 57.30 57.30 57.30

2

Reserves (excluding revaluation reserves) and surplus

2514.64 4637.22 4081.71

3 Misc. Expenditure ‐‐ NIL NIL

4 Net Worth 2571.94 4694.52 4139.01

5 Sales (Dividend Received and Profit on sale of Investments)

‐‐

819.99 981.88

6 Profit/(Loss) after tax 192.29

595.67 889.64

7 Earnings per share

- Basic 33.56 103.96 155.26

- Diluted 33.56 103.96 155.26

8 NAV per Share 448.85 819.28 722.34

9 No. of Equity Shares 5,73,000

5,73,000 5,73,000

Ronson Traders Limited is not a Sick Industrial Company within the meaning of the SICA. Share price Performance of Ronson Traders Limited

86

There have not been trades in the Equity Shares of Ronson Traders Limited on The Calcutta Stock Exchange Limited and U.P Stock Exchange Limited during last 7 months. The last traded price of the Company is Rs. 8.00 

87

ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED CIN is : U51909WB1994PTC062183 Name of the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details

of

listings,

if any

The Company’s Board of Directors

ADVENTZ

INVESTMENT

COMPANY

PRIVATE

LIMITED

HONGKONG

HOUSE, 31,

B.B.D.

BAGH

(SOUTH),

KOLKATA,

WEST

BENGAL

INDIA – 700

001

(033)

22488891/92

Investment &

Financing

Unlisted 1. AKSHAY PODDAR

2. DEVENDRA KHEMKA

3. BIHARI LAL KANOONGO

Shareholding Pattern The shareholding pattern of ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED as on September 30, 2012 is as follows

Sr. No Name of Shareholder Shares % Holding

1. Promoters 732500 100 %

2. Non Promoters NIL NIL

Change in Management Mrs. Shradha Agarwala was appointed as Director of the Company w.e.f. 8th May, 2012.  

88

Financial Performance The summary audited financial information of ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED on standalone basis is as follows:

(in Rs. Lacs) For the year ended S.

No

March 31, 2012

March 31, 2011

March 31, 2010

1 Equity Capital Preference Share Capital (@ Rs.100/- each)

73.25660.00

73.25 660.00

73.25 660.00

2 Reserves (excluding revaluation reserves) and surplus 1495.09 1433.38 1630.74

3 Misc. Expenditure NIL - -

4 Net Worth 1568.34 1506.63 1703.99

5 Sales 80.38 - -

6 Profit/(Loss) after tax 61.71 (196.55) 15.54

7 Earning per share (in Rs.)

- Basic 8.42 (26.84) 2.12

- Diluted 8.42 (26.84) 2.12

8 NAV per Share (in Rs.) 213.96 205.54 222.47

9 No. of Equity Shares 732500 732500 732500

ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED is not a Sick Industrial Company within the meaning of the SICA. The company does not have any subsidiaries, hence it does not have consolidated accounts. The company is not listed.

89

ADVENTZ SECURITIES ENTERPRISES LIMITED Its CIN is L36993WB1995PLC069510 Name of the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details

of

listings,

if any

The Company’s Board of

Directors

ADVENTZ

SECURITIES

ENTERPRISES

LIMITED

HONGKONG

HOUSE, 31,

B.B.D.

BAGH

(SOUTH),

KOLKATA,

WEST

BENGAL

INDIA – 700

001

(033)

22488891/92

Investment &

Financing

Listed

(CSE &

DSE)

1. AKSHAY PODDAR

2. GAURAV AGARWALA

3. PIYUSH KUMAR KHETAN

4. REWATI RAMAN GOENKA

Shareholding Pattern The shareholding pattern of ADVENTZ SECURITIES ENTERPRISES LIMITED as on September 30, 2012 is as follows

Sr. No Name of Shareholder Shares % Holding

1. Promoters 4021415 71.46 %

2. Non Promoters 1606372 28.54 %

Change in Management There has been no change in the management of ADVENTZ SECURITIES ENTERPRISES LIMITED in the last 3 years.

90

Financial Performance The summary audited financial information of ADVENTZ SECURITIES ENTERPRISES LIMITED on standalone basis is as follows:

(in Rs. Lacs) For the year ended S.

No.

March 31, 2012

March 31, 2011

March 31, 2010

1 Equity Capital 562.78 562.78 562.78

2 Reserves (excluding revaluation reserves) and surplus 980.75 950.40 904.37

3 Misc. Expenditure NIL - -

4 Net Worth 1543.53 1513.18 1467.15

5 Sales 101.96 - -

6 Profit/(Loss) after tax 30.35 46.03 14.52

7 Earning per share (in Rs.)

- Basic 0.54 0.82 0.26

- Diluted 0.54 0.82 0.26

8 NAV per Share (in Rs.) 27.43 26.89 26.07

9 No. of Equity Shares 5627787 5627787 5627787

The company does not have any subsidiaries, hence it does not have consolidated accounts. ADVENTZ SECURITIES ENTERPRISES LIMITED is not a Sick Industrial Company within the meaning of the SICA. Share price Performance There have not been trades in the Equity Shares ADVENTZ SECURITIES ENTERPRISES LIMITED on THE CALCUTTA STOCK EXCHANGE LIMITED AND DELHI STOCK EXCHANGE LIMITED during  last 6 months.   

91

ADVENTZ INVESTMENTS AND HOLDINGS LTD. Its CIN is L51226WB1985PLC039055 Name of the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details

of

listings,

if any

The Company’s Board of

Directors

ADVENTZ

INVESTMENTS

AND

HOLDINGS

LTD.

HONGKONG

HOUSE, 31,

B.B.D.

BAGH

(SOUTH),

KOLKATA,

WEST

BENGAL

INDIA – 700

001

(033)

22488891/92

Investment &

Financing

and Rental

Income

Listed

(CSE &

UPSE)

1. SAROJ KUMAR PODDAR -

Chairman

2. AKSHAY PODDAR –

Managing Director

3. SANTOSH KUMAR RUNGTA

4. JYOTSNA PODDAR

5. RAMESH MAHESHWARI

6. SATYA NARAYAN KHAITAN

Shareholding Pattern The shareholding pattern of ADVENTZ INVESTMENTS AND HOLDINGS LTD. as on September 30, 2012 is as follows

Sr. No Name of Shareholder Shares % Holding

1. Promoters 5265727 96.39 %

2. Non Promoters 197597 3.61 %

92

Change in Management There has been no change in the management of ADVENTZ INVESTMENTS AND HOLDINGS LTD. in the last 3 years. Financial Performance The summary audited financial information of ADVENTZ INVESTMENTS AND HOLDINGS LTD. on standalone basis is as follows:

(in Rs. Lacs) For the year ended S.

No.

March 31, 2012

March 31, 2011

March 31, 2010

1 Equity Capital 546.33 546.33 546.33

2 Reserves (excluding revaluation reserves) and surplus 6968.86 6307.92 6086.85

3 Misc. Expenditure NIL - -

4 Net Worth 7515.19 6854.25 6633.18

5 Sales 1251.49 - -

6 Profit/(Loss) after tax 664.82 220.20 623.27

7 Earning per share (in Rs.)

- Basic 12.17 4.03 11.41

- Diluted 12.17 4.03 11.41

8 NAV per Share (in Rs.) 137.57 125.47 121.42

9 No. of Equity Shares 5463324 5463324 5463324

The company does not have any subsidiaries, hence it does not have consolidated accounts. ADVENTZ INVESTMENTS AND HOLDINGS LTD. is not a Sick Industrial Company within the meaning of the SICA. Share price Performance There have not been trades in the Equity Shares ADVENTZ INVESTMENTS AND HOLDINGS LIMITED on CALCUTTA STOCK EXCHANGE LIMITED AND U.P. STOCK EXCHANGE LIMITED during last 7 months.

93

SIL Investment Limited Its CIN is. L17301RJ1934PLC002761 Name of

the

Company

Address of the

Company and

its contact

number

Business activity Details

of

listings,

if any

The Company’s Board of Directors

SIL

Investment

Limited

Pachapahar

Road,

Bhawanimandi

– 326502 (Raj)

NBFC BSE, NSE,

CSE

(Applied

for

delisting)

1. Shri. C.S. Nopany – Chairman

2. Smt. Shalini Nopany – Managing

Director

3. Shri. Arvind C. Dalal – Director

4. Shri. S.M. Agarwal – Director

5. Shri. Sanjay Goenka - Director

6. Shri. Subroto Lahiri – Director

7. Shri. S.K. Khandelia – Director in

charge

8. Shri. S.S. Maheshwari – Director

Shareholding Pattern The shareholding pattern of SIL Investment as on September 30, 2012 is as follows

Sr. No Name of Shareholder Shares % Holding

1. Promoters 6648160 62.74

2. Non Promoters 3947700 37.26

Change in Management There has been no change in the management of SIL Investment Limited in the last 3 years. There is no change in management. Financial Performance The summary audited financial information of SIL Investment Limited on standalone basis is as follows:

(in Rs. Lacs except No. of shares) S.

No. For the year ended

March 31, 

2012 March 31,

2011 March 31,

2010

1 Equity Capital 1061 1061

94

1060.65

2 Reserves (excluding revaluation reserves) and surplus

13692.54 12814 12000

3 Misc. Expenditure 1936.05 1051 1156

4 Net Worth 14735.18 13875 13061

5 Sales 3010.28 2055 1917

6 Profit/(Loss) after tax 1032.92 937 767

7 Earnings per share

- Basic 9.75 8.84 7.23

- Diluted 9.75 8.84 7.23

8 NAV per Share/Net worth per share

Rs. 139.24 131 123

9 No. of Equity Shares 10595860 10,595,860 10,595,860

The summary audited financial information of SIL Investments Limited on Consolidated basis is as follows:

(in Rs. Lacs except No of Shares) S.

No. For the year ended

March 31, 2012

March 31, 2011

March 31, 2010

1 Equity Capital 1060.65 1061 1061

2 Reserves (excluding revaluation reserves) and surplus

13692.54 14950 14156

3 Misc. Expenditure 1936.05 1096 1197

4 Net Worth 14735.18 106011 15217

5 Sales 3010.28 2111 1975

6 Profit/(Loss) after tax 1032.92 917 766

7 Earnings per share

- Basic 9.75 8.66 7.23

- Diluted 9.75 8.66 7.23

8 NAV per Share Rs. 139.24 151 144

9 No. of Equity Shares 10595860 10595860 10595860

95

SIL Investments Limited is not a Sick Industrial Company within the meaning of the SICA. Share price Performance SIL Investments Limited is also listed on Calcutta Stock Exchange Limited but there is no trading of the stock in Calcutta Stock Exchange Limited during the last 7 months. BSE Data Month  High Price  Date of High  Low Price  Date of Low October 2012  75.10 01‐Oct‐2012 65.60  12‐Oct‐2012September 2012  75.20 24‐Sep‐2012 63.10  03‐Sep‐2012August 2012  82.00 07‐Aug‐2012 64.55  16‐Aug‐2012July  2012  83.00 18‐July‐2012 65.30  02‐July‐2012June  2012  71.00 29‐June‐2012 60.05   11‐June‐2012May 2012  84.75 04‐May‐2012 61.30  24‐May‐2012April 2012  85.90 28‐Apr‐2012 68.20  03‐Apr‐2012   NSE Data Month  High Price  Date of High  Low Price  Date of Low October 2012  74.60 01‐Oct‐2012 66.00  12‐Oct‐2012September 2012  76.90 03‐Sep‐2012 62.55  03‐Sep‐2012August 2012  82.95 08‐Aug‐2012 65.05  16‐Aug‐2012July  2012  79.05 13‐Apr‐2012 63.80  05‐Jul‐2012June  2012  70.95 29‐Jun‐2012 59.75  20‐Jun‐2012May 2012  78.95 10‐May‐2012 61.30  18‐May‐2012April 2012  80.90 13‐Apr‐2012 68.00  11‐Apr‐2012 

96

Promoter Group Persons

Saroj Kumar Poddar

Mr. Saroj Kumar Poddar, aged, 67, is the Chairman of Zuari

Agro Chemicals Limited. He is a gold medalist in B. Com

(Hons) from Calcutta University, recipient of Rashtriya

Samman from Central Board of Direct Taxes, is the Chairman

of Poddar Heritage Enterprises. Under Mr. Poddar, the group

has promoted various projects including joint ventures with

leading international corporations. The most notable of these

ventures are Gillette India Ltd.- a joint venture between The

Gillette Company of U.S.A. and Hettich India Private Limited,

a joint venture with the Hettich Group of Germany. Mr.

Poddar is the Chairman of these joint ventures. Besides

above, Mr. Poddar is the Chairman of Chambal Fertilisers &

Chemicals Limited, Chambal Infrastructure Ventures Limited,

Simon India Limited, Texmaco Limited, Zuari Cement Limited

and Zuari Industries Limited. Internationally, Mr. Poddar is on

the Board of Gillette Management Inc, Boston. He is also on

the Advisory Board of M/s N M Rothschild & sons India Pvt.

Ltd. He served on the local Board of RBI for more than 10

years and was also on the Board of Governors of IIT,

Kharagpur. Mr. Poddar is the Chairman of India - Saudi

Arabia Joint Business Council, Member of the Indo-French

CEO Forum, Board of Trade, Ministry of Commerce and a

Member of the Court, Indian Institute of Science, Bangalore.

Mr. Poddar is the Past President of Federation of Indian

Chambers of Commerce and Industry (FICCI), International

Chamber of Commerce- India, Indian Council of Arbitration,

All India Organization of Employers (AIOE) and Council of

Indian Employers (CIE).

97

Akshay Poddar

Mr Akshay Poddar, aged 36 years is the Whole-Time

Director, Zuari Agro Chemicals Limited. He graduated from

London School of Economics & Political Science is the

Managing Director of Poddar Heritage Investments Ltd. Apart

from this, he is on the Board of Gillette India Ltd., Texmaco

Ltd., Paradeep Phosphates Ltd., Gobind Sugar Mills Ltd.,

CFCL Technologies Ltd., Stylespa Furniture Ltd., Lionel

Edwards Ltd., Poddar Heritage Corp Ltd. He is also holding

directorship in several Private Limited companies.

Mr. Poddar is the Past President of Entrepreneur’s

Organization - Kolkata Chapter. He is also Committee

Member of Indian Chamber of Commerce, Young Leaders

Forum, The Indus Entrepreneurs and Member of Young

Presidents’ Organization.

Jyotsna Poddar

Mrs. Jyotsna Poddar, a Psychology Honors student from

Loreto House, Kolkata, is the Chairperson of Lionel India

Limited, and is actively involved in providing strategic

direction to the company. She is also a Director of Poddar

Heritage Investments Ltd and Chairperson & MD of Gobind

Sugar Mills, one of India’s primary sugar manufacturing

companies and Whole Time Director of Zuari Industries

Limited.

She is the wife of Mr Saroj Kumar Poddar, past President of

Federation of Indian Chambers of Commerce & Industry and

daughter of Late Dr. K.K. Birla, one of India’s leading

industrialist’s and an ex – member of Parliament.

A person with wide and diverse interests, Mrs. Poddar has a

passion for cricket and runs a trust – Young Cricketer’s

Organization. This trust promotes young cricketing talent and

supports former cricketers. Mrs. Poddar has also authored a

book – Cricketing Memories.

Mrs. Poddar is an active social worker, and she runs a private

trust - Jiwan Jyoti Medical Society, which provides free

medical facilities to the economically disadvantaged.

Mrs. Poddar is also an active Rotarian.

98

Other Details about Individual Promoters Voter Id

Number Driving

License No. Passport No. Bank Account

Number- Permanent

Account

Number Saroj

Kumar

Poddar

DWK

1138007 WB-

01196593238 J 0111667 Valid till

08.04.2020

Royal Bank of

Scotland,

Brabourne

Road Branch,

Kolkata A/c 123181

AFTPP2386N

Akshay

Poddar

DWK-

1135508 WB-

012005252080

H2424069 valid till

18.01.2019

Royal Bank of

Scotland,

Brabourne

Road Branch,

Kolkata A/c 1014183

AFUPP0096C

Jyotsna

Poddar WB/23/ 146/210010

H9163954 valid till

17.12.2019

State Bank of

Mysore,

Bentinck Street

Branch,

Kolkata A/c

54027989490

AFGPP2539E

In addition, following also form part of the Promoter Group: 1  ZUARI MANAGEMENT SERVICES LTD NOMINEE 2  PODDAR HERITAGE FINANCE PRIVATE LIMITED 3  DUKE COMMERCE LIMITED 4  RTM INVESTMENT AND TRADING CO. LTD. 5  SCM INVESTMENTS & TRADING CO. LTD. 6  HTL INVESTMENT AND TRADING COMPANY LIMIT 7  JEEWAN JYOTI MEDICAL SOCIETY

99

8  SHRADHANJALI INVESTMENT AND TRADING CO. 9  UDIT (INDIA) LIMITED 10  BRITEX (INDIA) LTD 11  USHA FLOWELL LTD 12  ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED 13  NEW EROS TRADECOM LIMITED 14  BIRLA EDUCATION TRUST 15  COLTRANE CORPORATION LIMITED 16  GLOBALWARE Trading & HOLDINGS LIMITED 17  PILANI INVESTMENTS LIMITED 18  SARALA DEVI BIRLA

Group Companies: Texmaco Rail & Engineering Limited CIN is L29261WB1998PLC087404 Name of the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details of

listings, if

any

The Company’s Board of

Directors

TEXMACO

RAIL &

ENGINEERING

LIMITED

BELGHARIA,

KOLKATA,

West Bengal

Manufacture

of Railway

Wagons and

Heavy

Engineering

Structures

Bombay

Stock

Exchange

(BSE) –

Stock code

– 533326

(TREL)

The

National

Stock

Exchange

(NSE) –

Stock code

– TEXRAIL

1. SAROJ KUMAR

PODDAR

2. AKSHAY PODDAR

3. AMOL CHANDRA

CHAKRABORTTI

4. Ramesh Maheshwari

5. HEMANT KANORIA

6. KAARTHIKEYAN

DEVARAYAPURAM

RAMASAMY

7. DAMODAR

HAZARIMAL KELA

8. SAMPATH

DHASARATHY

100

Shareholding Pattern The shareholding pattern of TEXMACO RAIL & ENGINEERING LIMITED as on September 30, 2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 11,51,27,010 63.25

2. Non Promoters 6,68,99,580 36.75

Change in Management There has been no change in the management of TEXMACO RAIL & ENGINEERING LIMITED in the last 3 years. Financial Performance The summary audited financial information of TEXMACO RAIL & ENGINEERING LIMITED on standalone basis is as follows:

(in Rs. Lacs) S.

No. Particulars For the year ended

March 31,2012 March 31, 2011 March 31, 2010

1 Equity Capital 1,820.28 1,817.83 546.00

2 Reserves (excluding revaluation reserves) and surplus 47,837.94 41,813.06 (10.80)

3 Misc. Expenditure NIL NIL

4 Net Worth 49,658.21 43,630.89 535.20

5 Sales 76,743.36 93,855.07 NIL

6 Profit/(Loss) after tax 9,305.72 12,147.60 (9.25)

7 Earnings per share

- Basic 5.11 6.68 (0.15)

- Diluted 5.11 6.67 (0.15)

8 NAV per Share ‐‐ 24.00 0.98

9 No. of Equity Shares 182,026,590 181,783,090 54,600,000

The company does not have any subsidiaries, hence it does not have consolidated accounts. TEXMACO RAIL & ENGINEERING LIMITED is not a Sick Industrial Company within the meaning of the SICA.

101

Share price Performance Texmaco Rail and Engineering Limited is also listed on Calcutta Stock Exchange Limited but there is no trading of the stock in Calcutta Stock Exchange Limited during the last 7 months. BSE Data Month  High Price  Date of High  Low Price  Date of Low October 2012  68.45 08‐Oct‐2012 59.30  01‐Oct‐2012September 2012  68.90 24‐Sep‐2012 47.05  11‐Sep‐2012August 2012  54.75 01‐Aug‐2012 48.00  09‐Aug‐2012July  2012  59.80 06‐Jul‐2012 50.00  30‐Jul‐2012June  2012  59.00 27‐Jun‐2012 50.45  06‐Jun‐2012May 2012  61.50 02‐May‐2012 50.05  15‐May‐2012April 2012  63.05 20‐April‐2012 57.00  24‐April‐2012      NSE Data  Month  High Price  Date of High  Low Price  Date of Low October 2012  67.95 08‐Oct‐2012 59.70  01‐Oct‐2012September 2012  66.00 24‐Sep‐2012 48.10  11‐Sep‐2012August 2012  54.70 01‐Aug‐2012 49.00  09‐Aug‐2012July  2012  60.80 06‐July‐2012 45.35  12‐Jul‐2012June  2012  58.75 27‐June‐2012 51.00  05‐June‐2012May 2012  59.40  02‐May‐2012 50.55  25‐May‐2012April 2012  64.90 24‐Apr‐2012 57.40  24‐Apr‐2012    In addition, following are also Group Companies:

1 Abhisekh Holding Pvt. Ltd.

2 Adventz Industries India Limited

3 Adventz Infraworld India Ltd.

4 Birla Construction Ltd.

5 Eureka Traders Pvt. Ltd.

6 Fullford Vinimay Pvt. Ltd.

7 Future Fuels (International) India Pvt. Ltd.

8 Globex Limited

9 Greenland Trading Pvt. Ltd.

10 Gulbarga Cement Limited

102

11 High Quality Steels Ltd.

12 Indian Furniture Products Limited

13 Indrakshi Trading Company Pvt. Ltd.

14 Interglas India Pvt. Ltd.

15 Lionel Edwards Limited

16 Lionel India Limited

17 Master Exchange & Finance Limited

18 Mcfarlene & Co. Ltd.

19 Paradeep Phosphates Limited

20 Planon Group Ltd.

21 Ricon Commerce Limited

22 Sanghashree Investment & Trading Company Ltd

23 Simon India Limited

24 Style Spa Furniture Limited

25 Syndak Teatech Ltd.

26 The Pench Valley Coal Company Limited

27 Zuari Commodity Trading Limited

28 Zuari Financial Services Limited

29 Zuari Indian Oiltanking Limited

30 Zuari Insurance Brokers Limited Our Subsidiaries and Joint Ventures Subsidiaries Zuari Seeds Limited CIN is U01122GA1995PLC001751 Name of

the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details

of

listings,

if any

The Company’s Board of Directors

103

Zuari

Seeds

Limited

Jai Kisaan

Bhawan,

Zuarinagar,

Goa 403726

Agri Business

related to

seeds

N.A. 1. Mr. H. S. Bawa – Chairman

2. Mr. Suresh Krishnan – Director

3. Mr. Naveen Kapoor – Director

4. Mr. Binayak Datta - Director

5. Mr. V. L. Nageshwar Rao –

Manager

Shareholding Pattern The shareholding pattern of Zuari Seeds Limited as on September 30,2012 is as follows

Sr. No Name of Shareholder Shares % Holding

1. Promoters 14,174,162 100%

Change in Management There has been no change in the management of Zuari Seeds Limited in the last 3 years. Financial Performance The summary audited financial information of Zuari Seeds Limited on standalone basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31, 2012  March 31, 2011 March 31, 2010

1 Equity Capital 1,417.42

1417.42 1417.42

2 Reserves (excluding revaluation reserves) and surplus

(1,696.31)

NIL NIL

3 Misc. Expenditure (P & L Debit Balance) ‐ (1769.73) (1903.35)

4 Net Worth (278.89)

(352.31) (485.93)

5 Sales 4,650.15

3713.39 3,061.42

6 Profit/(Loss) after tax 73.41

133.64 (43.18)

7 Earnings per share

- Basic 0.52

0.94 (0.30)

- Diluted 0.52

0.94 (0.30)

104

8 NAV per Share (1.97)

(2.48) (3.42)

9 No. of Equity Shares 14,174,162

14,174,162 14,174,162

The company does not have any subsidiaries, hence it does not have consolidated accounts. The company is not listed. Zuari Fertilizers and Chemicals Limited Its CIN is U24120GA2009PLC006158 Name of

the

Company

Address of

the

Company

and its

contact

number

Business activity Details of

listings, if any

The Company’s Board of

Directors

Zuari

Fertilisers

and

Chemicals

Limited

Jai Kisaan

Bhawan,

Zuarinagar,

Goa 403726

Manufacture of

Fertilisers

N.A. 1. S.K. Poddar  

2. N. N. Suresh krishnan  

3. H.S. Bawa  

4. Naveen Kapoor  

5. Binayak Datta

Shareholding Pattern The shareholding pattern of Zuari Fertilisers and Chemicals Limited as on September 30,2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 50,000 100%

Change in Management There has been no change in the management of Zuari Fertilisers and Chemicals Limited in the last 3 years. Financial Performance The summary audited financial information of Zuari Fertilisers and Chemicals Limited on standalone basis is as follows:

105

(in Rs. Lacs)

S. No. For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 5.00 5.00 5.00

2 Reserves (excluding revaluation reserves) and surplus

NIL NIL NIL

3 Misc. Expenditure (P&L Debit balance)

(140.32) (24.22) (0.78)

4 Net Worth (135.32) (19.22) 4.22

5 Sales NIL NIL NIL

6 Profit/(Loss) after tax (116.10) (23.43) (0.78)

7 Earnings per share  

- Basic (232.20) (46.87) (1.58)

- Diluted (232.20) (46.87) (1.58)

8 NAV per Share (270.64 ) (38.44) 8.44

9 No. of Equity Shares 50,000 50,000 50,000

The company does not have any subsidiaries, hence it does not have consolidated accounts. The company is not listed. Joint Ventures Zuari Rotem Speciality Fertilisers Limited Its CIN is U01409GA2007PLC005489 Name of

the

Company

Address of

the Company

and its

contact

number

Business activity Details

of

listings,

if any

The Company’s Board of Directors

106

Zuari

Rotem

Speciality

Fertilisers

Limited

Jai Kisaan

Bhawan,

Zuarinagar,

Goa 403726

Manufacturing,

Trading &

Marketing of

Fertiliser

Products

N.A.

1. NAVEEN KUMAR KAPOOR

2. KIRTI MOHAN NAITHANI

3. JOSEPH ZIDON

4. N. Suresh krishnan

5. RAJEEV SINHA – ALTERNATE

DIRECTOR FOR JOSEPH ZIDON

Shareholding Pattern The shareholding pattern of Zuari Rotem Speciality Fertilisers Limited as on September 30,2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 6,915,002 100%

Change in Management There has been no change in the management of Zuari Rotem Speciality Fertilisers Limited in the last 3 years. Financial Performance The summary audited financial information of Zuari Rotem Speciality Fertilisers Limited on standalone basis is as follows:

(in Rs. Lacs)

S. No.

For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital  

691.50 691.50 691.50

2 Reserves (excluding revaluation reserves) and surplus

 324.85 182.04 25.85

3 Misc. Expenditure 0 NIL NIL

4 Net Worth 1016.35 873.54 717.35

5 Sales 5064.58 4599.14 2176.96

107

6 Profit/(Loss) after tax 143.80 156.19 64.62

7 Earnings per share

- Basic 2.08 2.26 1.08

- Diluted 2.08 2.26 1.08

8 NAV per Share 14.71 12.63 10.37

9 No. of Equity Shares 6915002 6915002 6915002

The company does not have any subsidiaries, hence it does not have consolidated accounts. The company is not listed. Zuari Maroc Phosphates Limited Its CIN is U24124GA2002PLC003064 Name of

the

Company

Address of

the

Company

and its

contact

number

Business

activity

Details

of

listings,

if any

The Company’s Board of Directors

Zuari

Maroc

Phosphates

Limited

Jai Kisaan

Bhawan,

Zuarinagar,

Goa 403726

Manufacturing,

Trading &

Marketing of

Fertiliser

Products

N.A

.

1. NARAYANAN SURESH

KRISHNAN

2. HARBACHAN SINGH BAWA

3. MARCO PHILIPPUS ARDESHIR

WADIA

4. Mohamed Ibnabdeljalil

5. R.S. Raghavan

6. Anas LAHLOU

7. YOUSSEF EL BARI

Shareholding Pattern The shareholding pattern of Zuari Maroc Phosphates Limited as on September 30,2012 is as follows

Sr. No Name of Shareholder No. of Shares % Holding

1. Promoters 359,632,456 100%

108

Change in Management There has been no change in the management of Zuari Maroc Phosphates Limited in the last 3 years. Financial Performance The summary audited financial information of Zuari Maroc Phosphates Limited on standalone basis is as follows:

(in Rs. Lacs) S.

No. For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 35,963.24 35,963.24 35,963.24

2

Reserves (excluding revaluation reserves) and surplus

6,198.23 NIL NIL

3 Misc. Expenditure (P & L debit balance)

0.00 (6078.84) (6094.66)

4 Net Worth 29,765.02 29,884.40 29,868.58

5 Sales 19.06 NIL NIL

6 Profit/(Loss) after tax 119.39

15.81 2.05

7 Earnings per share

- Basic 0.03 0.004 0.0006

- Diluted 0.03 0.004 0.0006

8 NAV per Share 8.28 8.31 8.31

9 No. of Equity Shares 359,632,456.00

359,632,456 359,632,456

The summary audited financial information of Zuari Maroc Phosphates Limited on Consolidated basis is as follows:

(in Rs. Lacs)

S. No.

For the year ended

March 31, 2012 March 31, 2011 March 31, 2010

1 Equity Capital 35,963.25 35,963.25 35,963.25

2 Reserves (excluding revaluation reserves) 83,929.87 69,751.93 55,489.43

109

and surplus

3 Misc. Expenditure 0.00 NIL NIL

4 Net Worth 119,893.12 105,715.18 91,452.68

5 Sales 479,274.26 128,680.75 120,085.05

6 Profit/(Loss) after tax 14,177.94 17,724.12 15,156.98

7 Earnings per share

- Basic 3.94 3.97 3.60

- Diluted 3.94 3.97 3.60

8 NAV per Share 33.34 29.40 25.43

9 No. of Equity Shares 359,632,456.00 359,632,456 359,632,456

The Company has Paradeep Phosphates Limited as a subsidiary. Zuari Maroc Phosphates Limited is not a Sick Industrial Company within the meaning of the SICA. The company is not listed.

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XI. INDUSTRY OVERVIEW

Indian agriculture – Fertilizer Production and Demand in India Agriculture accounts for one fifth of GDP, provides sustenance to two-thirds of our population. The Government of India has been consistently pursuing policies conducive to increased availability and consumption of fertilizers in the country. As a result, the annual consumption of nutrients (N, P & K), has increased from 0.7 lakh MT in 1951-52 to 281.22 lakh MT 2010-11. As of now, the country has achieved near 75% capacity in production of urea. Similarly, adequate indigenous capacity has been developed in respect of phosphatic fertilizers to meet domestic requirements. However the raw materials and intermediates for the same are largely imported. As for potash (K) since there are no viable sources/ reserves in the country, its entire requirements are met through imports. Nutrient-wise capacity and actual production of Fertilizers

Year Capacity (‘000 tonnes) Production (‘000 tonnes)

Nitrogen (N) Phosphorus (P) Nitrogen (N) Phosphorus (P) 2009-10 12,944 6,176 11,924 4,374 2010-11 12,947 6,200 12,178 4,371 2011-12 12,947 6215 12288 4364 All India Consumption of Nitrogen, Phosphorus, and Potassium (N-P-K ) Year / Nutrient Nitrogen (N) Phosphorus

(P) Potassium (K) Total

2008-09 15,090 6,506 3,312 24,909 2009-10 15,580 7,274 3,632 26,486 2010-11 16,558 8,049 3,514 28,122 2011-12 17311 7665 2664 27640 Nutrient-wise capacity and Actual Production of Fertilizers Till 31.03.2011 Nutrient Urea DAP -

Diammonium phosphate

MAP - Monoammonium

phosphate

MOP - Muriate

of Potash

NP/NPK Complex

2011-12 (Approx up to Feb, 2012)

27,248 9,389 281 2435 9,538

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Salient Features of Fertilizer Policy and Statistics Number of Fertilser Plants There are about 141 fertilizer plants in operation in the Country. This is comprised of 29 Urea, 19 DAP and NP/NPK Complex, 82 Single Super Phosphate (SSP) Plants, 10 Ammonium Sulphate and 1 Calcium Ammonium Sulphate Plant Capacity and Production of Fertilisers Total capacity of N and P increased 12.94 and 6.20 million tonnes as on 1st November 2010 to 12.95 and 6.22 million tonnes, respectively as on 1st November, 2011. The production of N increased from 11.94 million tonnes during 2009-10 to 12.173 million tonnes during 2010-11. Import of Fertilsers Import of N, P and K was 4.57, 3.74 and 3.90 million tonnes, respectively in year 2011-12. Among the major fertilizers, the import of Urea was 6.61 million tonnes. The import of DAP, MAP, NP/NPKs and MOP was 7.41, 0.19, 0.98 and 6.36 Million tonnes, respectively, during the period. Sale Points Total number of Fertilizer sale points was 275,462 as on 31.03.2011, out of which the share of the Private channel was 77% and cooperative and of other institutional agencies is 23%. Consumption of Fertilisers The Consumption of total nutrients was 28.12 million tonnes in 2010-11 as against 26.49 million tonnes in the previous year. The consumption of N, P and K was 16.56, 8.05 and 3.51 million tonnes, respectively, during 2010-11. Subsidy on Fertilizers Actual subsidy paid on all Fertilisers was Rs. 65,837 Crores in 2010-11 Soil Testing and Fertiliser Quality Control Laboratories During 2010-11, the total number of soil testing laboratories was 1049, out of which 896 are static and 153 mobile. The total analyzing capacity was 10.70 million GDP and Agriculture GDP Total GDP grew to 6.9% during 2011-12 as against 8.4% in 2010-11. Share of agriculture and allied sectors to total GDP was 13.9% during 2010-11

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Development & Growth of Fertilizer Industry Objects and vision of Department Achieving fertilizer security for the country for sustainable agricultural growth supported by a robust domestic fertilizer industry. Ensuring adequate and timely availability of fertilizers to the farmers at affordable prices through planned production and imports and distribution of fertilizers in the country and planning for self-sufficiency in Urea production Strategy for Growth adopted by Government of India

Expansion and capacity addition/ efficiency enhancement through retrofitting / revamping of existing fertilizer plants.

Setting up joint venture projects in countries having abundant and cheaper raw

material resources.

Working out the possibility of using alternative sources like liquefied natural gas, coal gasification, etc., to overcome the constraints in the domestic availability of cheap and clean feed and fuel.

Modernization and Expansion of the existing Projects

Feedstock, particularly for the production of urea.

Looking at possibilities of revival of some of the closed units by setting up

brownfield units subject to availability of gas.

Farmer Education and Agri-Extension Services: The basic purpose of the application of fertilizer is to enhance the crop productivity in the country. The Fertilizer companies launch their fertilizer projects for educating the farmers about the quality/contents of the soil for crops.

Introduction of Information Technology (IT): Fertilizer Management On-line has

been developed in Department of Fertilizers in close collaboration with National Informatics Centre to meet the national objective of making fertilizers available timely, adequately in good quality and at affordable price to the farmers by maintaining growth of fertilizer industry through subsidies/concessions.

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XII. OUR BUSINESS Late Dr. K K Birla founded Zuari Industries Limited in 1967, now a well known business conglomerate in India. Late Dr. Birla came from a family which contributed to Freedom Movement in India and was a pioneer in core sectors of Indian economy. The Hon’ble High Court of Bombay at Goa sanctioned the Scheme of Arrangement and Demerger between Zuari Industries Limited (ZIL) and Zuari Holdings Limited (ZHL). The Scheme envisaged transfer of fertiliser operations alongwith some strategic investments of ZIL to ZHL with the appointed date of 1st July, 2011. Thus, ZHL has become the largest fertilizer player in India, with associate companies.

• Sold close to 1.86 Million tons of fertilizers in 2011-12 (w.e.f. July, 2011) • Installed capacity of 2.5 Million tons for Urea and Phosphate fertilizers • The Company specializes in manufacturing of Major Nutrients (Urea, DAP,

MOP & Complexes), Crop Protection (Insecticides, Fungicides and Herbicides), Seeds (Cotton, Maize, Paddy), Speciality fertilisers (SOP & WSF), Micro Nutrients (Zinc Sulphate, Sulpher, Boron)

• Markets the “Jai Kisaan” brand of Urea and “Samrat” brand of DAP • A network of over 3,500 dealers and 5,000 sub-dealers nationwide (along with

other group companies) • Serves more than 16 million farmers nationwide (along with other group

companies) • Preferred brand over competitors for more than 3 decades • Expanding market share in existing regions and strengthening in new regions • Comprehensive programs have been devised to supplement distribution

reach Plants and Units of the Company and Subsidiaries: Zuari Agro Chemicals Ltd: Urea plant having Capacity of 1,140 metric tonnes per day and 700 MT of Ammonia Plant Located in Goa and commissioned in 1973. Paradeep Phosphates Ltd - Located in Paradeep, Orissa, acquired through Government of India disinvestment plan, DAP Plant having 720,000 metric tonnes annual capacity. Sulphuric Acid Plant (SAP) 660,000 metric tonnes annual capacity. Phosphoric Acid Plant (PAP) 225,000 metric tonnes annual capacity. Zuari Rotem Specialty Fertilisers: Located in Baramati, Maharashtra and commissioned in 2010 Manufacturing high grade water soluble fertilizers having formidable reach and brand strength in the regions it operates. Expansion Plans: Zuari Fertilizers and Chemicals Ltd, a subsidiary of the Company, is in process of setting up of DAP Manufacturing Project, Customized Fertilizers Project and SSP Fertilizers Project.

114

Sales and Marketing Network: Dealer Network Fertiliser Undertaking 2,600 Paradeep Phosphates Limited 1,550 Total 4,150

Retail Network Fertiliser Undertaking 17,200 Paradeep Phosphates Limited 5,000 Total 22,200

Farmers Catered Fertiliser Undertaking 8.5 Mn Paradeep Phosphates Limited 8.0 Mn Total 16.5 Mn

Facilities: Services to Farming Community Jai Kisaan Sangam – a unique program for Farmers conceived in 2005

• More than 300 Krishi Sevaks are working with farmers at grass root level

• Jai Kisaan Varta: Quarterly magazine on agriculture is hand delivered to JKS members

• Soil Testing Services: Basic free service offered to JKS members whose results are made available online at www.jksangam.com

Soil Fertility Maps – Soil indexing of and fertility maps prepared and displayed at community places in each of the villages in our primary marketing areas Zuari Agri Park –

• Zuari Agri Park established at Lamboti in 2007, Maharashtra to demonstrate methodology of harvesting targetted yields through precision agriculture

• Zuari Agri Park comprises of 104 acres of land, well suited for cultivating various crops

Agricultural Development Laboratories – • 3 high-tech Agricultural Development Laboratories are in operation in Pune,

Bangalore and Tirupati

• More than 1 mn farmers have been benefited so far

115

XIII. FINANCIAL STATEMENTS Following financial statements have been made available in this document: 1. Auditors’ Report on Zuari Agro Chemicals Limited for the period ended September 30,

2012 2. Auditors’ Report on Zuari Agro Chemicals Limited for the Year ended March 31, 2012 3. Auditors’ Report on Zuari Agro Chemicals Limited for the Year Ended March 31, 2011 4. Auditors’ Report on Zuari Agro Chemicals Limited for the Year Ended March 31, 2010

116

INDEPENDENT AUDITOR’S REPORT To the Board of Directors of Zuari Agro Chemicals Limited (formerly known as Zuari Holdings Limited) We have audited the accompanying interim financial statements of Zuari Agro Chemicals Limited (formerly known as Zuari Holdings Limited) (“the Company”) which comprise the interim Balance Sheet as at September 30, 2012 , and the interim Statement of Profit and Loss and interim Cash Flow Statement for the six -month period then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these interim financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the requirements of Accounting Standard (AS) 25 referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the interim financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these interim financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the interim financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the interim financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the interim financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the interim financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the interim financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the accompanying interim financial statements give a true and fair view in accordance with Accounting Standard (AS) 25 referred to in sub-section (3C) of section 211 of the Act: (a) in the case of the interim Balance Sheet, of the state of affairs of the Company as at September

30, 2012;

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(b) in the case of the interim Statement of Profit and Loss, of the profit for the six-month period ended on that date; and

(c) in the case of the interim Cash Flow Statement, of the cash flows for the six -month period ended

on that date. Other matters The corresponding financial information for the period ended September 30, 2011 presented in the accompanying interim financial statements have not been audited. The accompanying interim financial statements have been prepared, and this report thereon issued, solely for the purpose of inclusion in the advertisement to be published by the Company in newspapers in connection with the proposed listing of equity shares of the Company on the Bombay Stock Exchange and National Stock Exchange. Accordingly, this report should not be used, referred to or distributed for any other purpose without our prior written consent. For S.R. Batliboi & Co. Chartered Accountants Firm’s Registration Number: 301003E Sd/- per Anil Gupta Partner Membership Number: 87921 Place of Signature: Gurgaon Date:

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Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)

Balance Sheet as at 30th September 2012 Rs. in Lacs

Notes

I. EQUITY AND LIABILITIES

Shareholders’ funds(a) Share capital 3 4,205.80 4,205.80 (b) Reserves and surplus 4 76,949.35 74,253.16

81,155.15 78,458.96 Non-current liabilities(a) Deferred tax liabilities (Net) 5 1,223.41 1,494.42 (b) Other non-current liabilities 6 5,093.83 4,781.15

6,317.24 6,275.57 Current liabilities(a) Short-term borrowings 8 199,859.79 296,501.77 (b) Trade payables 6 88,608.73 74,610.48 (c) Other Current Liabilities 6 21,526.96 5,647.66 (d) Short-term provisions 7 3,148.13 5,221.69

313,143.61 381,981.60 Total 400,616.00 466,716.13

II. ASSETSNon-current assets(a) Fixed assets

i Tangible assets 9 18,148.03 18,966.35 ii Intangible assets 9(a) 7.98 73.77 iii Capital work-in-progress 6,041.79 1,954.02

(b) Non-current investments 10 19,749.97 19,749.97 (c) Long-term loans and advances 11 11,398.74 9,532.85 (d) Other non-current assets 12 125.25 131.40

55,471.76 50,408.36 Current assets(a) Inventories 13 135,264.40 72,164.89 (b) Trade receivables 14 198,358.12 295,198.04 (c) Cash and bank balances 15 98.16 33,259.01 (d) Short-term loans and advances 11 6,844.72 6,743.03

30th September 2012 31st March 2012

(e) Other current assets 12 4,578.84 8,942.80 345,144.24 416,307.77

Total 400,616.00 466,716.13 0.00

Summary of significant accounting policies 2.1 0.00

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of Zuari Agro Chemicals Limited

For S.R. Batliboi & Co. Chartered Accountants Firm's Registration No.301003E

per ANIL GUPTAPartner Membership No. 87921

Place: Gurgaon Place: Gurgaon Date: November 6,2012 Date: November 6,2012

R. Y. PATILChief General Manager & Company Secretary

MARCOWADIADirector

V SESHADRIVice President ‐ Finance

SURESH KRISHNANManaging Director

S. K. PODDARChairman

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Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Statement of Profit and Loss for the period April 01, 2012 to September 30, 2012 Rs. in Lacs

Notes

I. Income(a) Revenue from operations (gross) 16 271,706.66 180,931.25

Less: excise duty 464.15 215.49 (b) Revenue from operations (net) 271,242.51 180,715.76 (c) Other income 17 3,525.02 405.41 Total Revenue 274,767.53 181,121.17

II. Expenses(a) Cost of raw materials consumed 18 111,650.65 50,430.15 (b) Purchase of traded goods 19 149,485.48 147,284.15 (c) (Increase)/Decrease in inventories of finished goods,

work-in-progress and traded goods20 (43,020.86) (42,139.71)

(d) Employee benefits expense 21 3,907.62 2,214.12 (e) Other expenses 22 38,283.19 16,766.36 Total 260,306.08 174,555.07

III. 14,461.45 6,566.10

(a) Depreciation and amortization expense 23 984.26 597.98 (b) Finance costs 24 10,077.73 2,935.54

IV. Profit before tax 3,399.46 3,032.58 V. Tax expenses

(a) Current income tax 974.27 964.32 (b) Deferred tax (271.00) (3.99) Total tax expense 703.27 960.33 Profit for the period (IV-V) 2,696.19 2,072.25

Basic (annualised) 32Rs. 12.82 Rs. 16.86

Diluted (annualised)Rs. 12.82 Rs. 16.86Earnings per equity share (nominal value of share Rs.10/-

(31st March 2012 - Rs.10/-)

30th September 2012 30th September 2011

Earnings before interest, tax, depreciation and amortization (EBITDA) (I) - (II)

Earnings per equity share (nominal value of share Rs.10/-(31st March 2012 - Rs.10/-)

Summary of significant accounting policies 2.1The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of Zuari Agro Chemicals Limited

For S.R. Batliboi & Co. Chartered Accountants Firm's Registration No.301003E

per ANIL GUPTAPartner Membership No. 87921

Place: Gurgaon Place: Gurgaon Date: Date:

V SESHADRIVice President ‐ Finance

R. Y. PATILChief General Manager & Company Secretary

SURESH KRISHNANManaging Director

S. K. PODDARChairman

MARCOWADIADirector

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Sl.  Particulars  Period ended Period EndedNo 30th September 2012 30th Sept 2011

 (Rs.in lacs)  (Rs.in lacs)A.  CASH FLOW FROM OPERATING ACTIVITIES: 

 Profit / (loss) before tax   3,399.46 3,032.58                               Adjustment for :  Depreciation / amortisation  984.26 597.98 Sundry balances writen off  ‐                                      (10.87) Loss / (Gain) on fixed assets sold / discarded (net)  19.31 4.55 Excess Provision / Unclaimed Liabilities / unclaim balances written back  (726.01) (29.12) Unrealized foreign exchange fluctuation loss / (gain)  (136.04) 1,347.17 Interest expense  3,687.32 864.50 Interest income  (723.02) (205.56) Dividend income   (854.14) (71.98)

2,251.68 2,496.67 Operating profit before working capital changes   5,651.14 5,529.25 Movements in working capital : Inventories  (63,099.51) (43,221.93)Trade receivables 96,839.93 (44,328.17)Other assets  4,421.22 10,892.14Loans and advances  997.41 734.96Other liabilities and provisions 31,874.38 36,229.78

71,033.43 (39,693.22) Cash (used in) / from Operations   76,684.57 (34,163.97) Direct Tax refund / (Paid) ( net of refunds)  (1,809.56) (0.00) Net cash flow (used in) / from operating activitites (A)  74,875.01 (34,163.97)

B.  CASH FLOW FROM INVESTING ACTIVITIES: Purchase of fixed assets (4,050.82) (946.00)Proceeds from sale of fixed assets 154.63 4.57Dividend received 854.14 71.98Interest received  671.91 635.62R d ti / t it f b k d it (h i i i l t it f th th 180 00

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)

 Cash Flow Statement for the period April 01, 2012 to September 30, 2012 

 Redemption/ maturity of bank deposits (having original maturity of more than three months) 

‐                                     180.00

Proceeds from sale of  investments 245,204.15 52,693.31Purchase of  investments (248,916.91) (60,150.00) Purchase of investment in subsidiaries and joint ventures**  ‐                                      (19,749.97)Loans given to bodies corporate (3,555.00) ‐                                       Loans given to bodies corporate received back 4,425.00                             ‐                                        Net cash flow (used in) / from investing activitites (B)  (5,212.90) (27,260.51)

C.  CASH FLOW FROM FINANCING ACTIVITIES:  Proceeds from issuance of Share Capital  ‐                                      1,061.74 Proceeds from Buyers Credit  184,918.85 92,046.64 Repayment of Buyers Credit  (282,245.90) (11,730.03) Proceeds / (Repayment) of short term borrowings  685.07 (19,039.78) Dividend paid (including dividend tax)  (1,460.17) ‐                                        Interest paid  (4,720.82) (621.80) Net cash flow from / (used in) financing activitites ( C )  (102,822.97) 61,716.77NET (DECREASE ) / INCREASE IN  CASH  AND CASH  EQUIVALENTS  (A + B + C) (33,160.85) 292.30

CASH  AND  CASH  EQUIVALENTS  (OPENING) 33,259.01 17.33                                    Less : Transfer of demerged fertilizer business to  Zuari Holding Limited  1,479.91                              CASH  AND  CASH  EQUIVALENTS  (CLOSING) 98.16 1,789.54                              

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As at  Period Ended CASH  AND  CASH  EQUIVALENTS  30th September 2012 30th Sept 2011

 (Rs.in Lacs)  (Rs.in lacs)

 Cash on hand  1.15                                    15.85                                    Cheques/drafts on hand  with banks ‐on current account  90.76                                  15.97                                        ‐ on cash cradit  account  ‐                                      570.21                                      ‐ unpaid dividend account*  6.25                                    ‐                                        on deposit account (with orginal maturity less then three months)  ‐                                      1,187.50                              

 Cash and Cash Equivalents  98.16                                  1,789.54                              

Notes :1 * These balances are not available for use as they represent corresponding unpaid dividend liabilities .2

3 ** includes purchase and sale of investment in subsideries happened through cash and cash equivalent4 Previous year`s figures have been regrouped wherver necessary to confirm to current year classification.

As per our report of even date

For S.R. Batliboi & Co. Chartered Accountants

Pursuant to the scheme of arrangement and demerger, all that assets and liabilities pertaining to fertilizer undertaking as on 1st July,2011 have been transferred to Zuari Agro Chemicals Limited (Formerly Zuari Holdings Limited) at the book value, the said demerger isconsidered as cash neutral for the purpose of cash flow.

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)  Cash Flow Statement for the period April 01, 2012 to September 30, 2012 

For and on behalf of Board of Directors of Zuari Agro Chemicals Limited

N SURESH KRISHNAN                         Managing Director

S. K. PODDARChairman

MARCOWADIADirectorChartered Accountants            

Firm's Registration No.301003E

per ANIL GUPTAPartner                      Membership No. 87921

Place: Gurgaon                                                           Place: Gurgaon    Date:November 6,2012                                              Date: November 6,2012

V SESHADRIVice President ‐ Finance

R.Y. PATILChief General Manager & 

Company Secretary

N SURESH KRISHNAN                         Managing Director

S. K. PODDARChairman

MARCOWADIADirector

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Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012    

1. 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 fertilisers. The Company is also into trading business of complex and water soluble fertilisers and seeds. The Company caters to the demand of the farmers all over the country, through its “Jaikisaan” brand of Fertilisers.  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.  

2. Basis for preparation  The financial statements have been prepared to comply  in all material respect the recognition and measurement  principles  of  Accounting  Standard  (AS)  25,  Interim  Financial  Reporting  [notified pursuant  to  the Companies  (Accounting  Standards) Rules, 2006]. The Company has prepared  this financial  statement  to  comply  in  all material  respects with  the Notified Accounting  Standards  by Companies  (Accounting  Standards)  Rules,  2006  (as  amended)  and  the  relevant  provisions  of  the Companies  Act,  1956.  The  financial  statements  have  been  prepared  under  the  historical  cost convention  on  an  accrual  basis.  The  accounting  policies  have  been  consistently  applied  by  the Company and are consistent with those used in previous year. 

 2.1 Summary of Significant Accounting Policies   i) Basis of classification of Current and Non Current 

 Assets and Liabilities in the balance sheet have been classified as either current or non‐current based upon the requirements of Revised Schedule VI notified under the Companies Act 1956.  An asset has been classified as current if (a) it is expected to be realized in, or is intended for sale or consumption  in, the Company’s normal operating cycle; or (b)  it  is held primarily for the purpose of being traded; or (c) it is expected to be realized within twelve months after the reporting date; or (d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date. All other assets have been classified as non‐current.  A liability has been classified as current when (a) it is expected to be settled in the Company’s normal operating cycle; or (b) it is held primarily for the purpose of being traded; or (c) it is due to be settled within twelve months after the reporting date; or  (d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. All other liabilities have been classified as non‐current.  An operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents. 

F-7

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

 ii)   Use of Estimates 

 The preparation of financial statements in conformity with generally accepted accounting principles (Indian GAAP)  requires management  to make estimates and assumptions  that affect  the  reported amounts of  revenues, expenses, assets and  liabilities and disclosure of contingent  liabilities at  the date of the financial statements and the results of operations during the reporting period.  Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. 

 iii) Fixed Assets 

Fixed assets are stated at cost less accumulated depreciation/amortisation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.  

 Machinery spares which are specific to a particular item of fixed asset and whose use is expected to be irregular are capitalized as fixed assets.   Subsequent  expenditure  related  to  an  item  of  fixed  asset  is  added  to  its  book  value  only  if  it increases  the  future  benefits  from  the  existing  asset  beyond  its  previously  assessed  standard  of performance.  All  other  expenses  on  existing  fixed  assets,  including  day‐to‐day  repair  and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.  

iv)  Depreciation  Depreciation on  tangible and  intangible  fixed assets  is provided using  the Straight Line Method as per the useful  lives of the assets (other than machinery spares) as estimated by the management, which are equal to the rates prescribed under Schedule XIV of the Companies Act, 1956 except for computers and peripherals which are depreciated/amortized over the useful lives of three years. For this purpose, a major portion of the plant has been considered as continuous process plant.  

Machinery  spares  are depreciated prospectively over  the  estimated  remaining useful  lives of  the respective mother assets. 

 

v) Intangibles  Intangible  assets  acquired  separately  are  measured  on  initial  recognition  at  cost.  The  cost  of intangible assets acquired  in an amalgamation  in the nature of purchase  is their fair value as at the date  of  amalgamation.  Following  initial  recognition,  intangible  assets  are  carried  at  cost  less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding  capitalized development  costs, are not  capitalized and expenditure  is  reflected  in the  statement  of  profit  and  loss  in  the  year  in  which  the  expenditure  is  incurred.  Intangibles representing computer  software are amortized using  the straight  line method over  their estimated useful lives of three years.       

F-8

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

vi) Impairment 

The  carrying amounts of Tangible and  Intangible  fixed assets are  reviewed at each balance  sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is  recognized  wherever  the  carrying  amount  of  an  asset  exceeds  its  recoverable  amount.  The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated  future cash  flows are discounted to their present value using a pre‐discount rate  that  reflects current market assessment of  the  time value of  the money and  rates specific  to that asset. After  impairment, depreciation  is provided on the revised carrying amount of the asset over its remaining useful life. 

 vii) Inventories 

 Inventories are valued at the lower of Cost and Net Realisable Value.  The Cost is determined as follows: 

 (a) Stores  and  spares,  Fuel  oil,  Raw Materials  and  Packing Materials  : Moving weighted  average 

method   

(b) Work‐in‐process:  Material  cost  on  moving  weighted  average  method  and  appropriate manufacturing overheads based on normal operating capacity 

 (c) (i)  Finished  goods  (manufactured): Material  cost  on  moving  weighted  average  method  and   

appropriate manufacturing overheads based on normal operating capacity including Excise Duty (ii) Traded goods : Moving weighted average method  

Materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost. 

 Net  Realisable  Value  is  the  estimated  selling  price  in  the  ordinary  course  of  business,  less  the estimated costs of completion and the estimated costs necessary to make the sale.  

viii) Investments  Investments that are readily realisable and  intended to be held  for not more than a year  from the   date of which such investments are made are classified as current investments. All other investments are  classified  as  long‐term  investments. Current  investments  are  carried  at  lower of  cost  and  fair value  determined  on  an  individual  investment  basis.  Long‐term  investments  are  carried  at  cost. However, provision for diminution  in value  is made to recognize a decline other than temporary  in the value of the investments.          

F-9

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

  

ix)    Retirement and other Employee Benefits  

  a) Provident Fund and Family Pension Fund 

    Retirement benefits in the form of Provident Fund  is a defined benefit obligation and is provided for on the basis of actuarial valuation of projected unit credit method made at the end of each financial year. The difference between the actuarial valuation of the provident fund of employees at the year end and the balance of own managed fund  is provided  for as  liability  in the books  in terms of the provisions under Employee Provident Fund and Miscellaneous Provisions Act, 1952. Family Pension Funds is a defined contribution scheme and the contributions are charged to the Statement of Profit and Loss of the year when the contribution to the funds is due. 

 b) Gratuity 

 Gratuity  liability  is  a  defined  benefit  obligation  and  is  provided  for  on  the  basis  of  an  actuarial valuation on projected unit credit method made at the end of each financial year. The Company has taken an  insurance policy under the Group Gratuity Scheme with the Life  Insurance Corporation of India (LIC) to cover the gratuity liability of the employees and amount paid/payable in respect of the present  value  of  liability  for  past  services  as  determined  on  actuarial  valuation  is  charged  to  the Statement of Profit & Loss  every year.  

c) Leave Encashment  

Accumulated  leave, which  is expected to be utilized within the next 12 months,  is treated as short term employee benefit. The Company measures the expected cost of such absences as the additional amount  that  it expects  to pay as a  result of  the unused entitlement  that has accumulated at  the reporting date  The Company  treats accumulated  leave expected  to be carried  forward beyond  twelve months as long term employee benefit for measurement purpose. Such  long term compensated absences are provided for based on actuarial valuation using the projected unit credit method at the year end. The Company presents the entire  leave as a current  liability  in the balance sheet, since  it does not have an unconditional right to defer the settlement for 12 months after the reporting date.  

d)  Superannuation and Contributory Pension Fund  

The Company has approved Superannuation Fund and Contributory Pension Fund which are defined contribution schemes and the contributions paid to Life Insurance Corporation of India (LIC) against the  insurance policy taken with them are charged to the Statement of Profit & Loss each year. The Company does not have any other obligation other than contributions paid to LIC. 

 e) Actuarial gains/losses related to gratuity,  long term compensated absences and provident  fund  in 

form of defined obligation plan are immediately taken to the Statement of Profit and Loss and are not deferred. 

   

F-10

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012     

x) Foreign currency transactions   

a) Initial recognition 

Foreign  currency  transactions  are  recorded  in  the  reporting  currency,  by  applying  to  the  foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. 

b) Conversion 

Foreign currency monetary items are reported using the closing rate. Non‐monetary items which are carried  in  terms  of  historical  cost  denominated  in  a  foreign  currency  are  reported  using  the exchange rate at the date of the transaction; and non‐monetary items which are carried at fair value or other similar valuation denominated in a foreign currency, are reported using the exchange rates that existed when the values were determined. 

c) Exchange Differences 

    Exchange differences arising on the settlement of monetary items or on reporting 's monetary items at  rates different  from  those at which  they were  initially  recorded during  the year, or  reported  in previous  financial  statements, are  recognised as  income or as expenses  in  the year  in which  they arise. 

d) Forward Exchange Contracts not intended for trading or speculation purposes 

The  premium  or  discount  arising  at  the  inception  of  forward  exchange  contracts  is  amortised  as expense  or  income  over  the  life  of  the  contract.  Exchange  differences  on  such  contracts  are recognised  in the statement of profit and  loss  in the year  in which the exchange rates change. Any profit  or  loss  arising  on  cancellation  or  renewal  of  forward  exchange  contract  is  recognised  as income or as expense for the year. 

 

xi) Revenue Recognition  

Revenue  is recognized to the extent that  it  is probable that the economic benefits will  flow to the Company and the revenue can be reliably measured.  Revenue  from  sale  of  goods,  including  concession  in  respect  of  Urea,  DAP, MOP  and  Complex Fertilisers  receivable  from  the  Government  of  India  under  the  New  Pricing  Scheme/Concession Scheme, is recognized when the significant risk and rewards of ownership of the goods have passed to  the customers. The Company collects sales  taxes and value added  taxes  (VAT) on behalf of  the government and, therefore, these are not economic benefits flowing to the Company. Hence, they are  excluded  from  revenue.  Excise  Duty  deducted  from  turnover  (gross)  is  the  amount  that  is included in the amount of turnover (gross) and not the entire amount of liability assessed during the year.  Concessions  in  respect  of  Urea  as  notified  under  the  New  Pricing  Scheme  is  recognized  with adjustments for escalation/de‐escalation in the prices of inputs and other adjustments as estimated by the management in accordance with the known policy parameters in this regard. 

 

F-11

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

Subsidy  for  Phosphatic  and  Potassic  (P&K)  fertilisers  are  recognized  as  per  rates  notified  by  the Government of India in accordance with Nutrient Based Subsidy Policy from time to time.   Uniform freight subsidy on Urea, Complex fertilisers, Imported DAP and MOP has been accounted for in accordance with the parameters and notified rates.   Interest Income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.   Insurance claims are accounted for to the extent the Company is reasonably certain of their ultimate collection.   Dividend is recognized when the shareholders’ right to receive payment is established by the balance sheet date.   

xii) Borrowing costs  

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized  to the extent  they  relate  to  the period  till such assets are capitalized  to  the extent they relate to the period till such assets are ready to be put to use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognised as an expense in the year in which they are incurred. 

 xiii) Operating Leases 

   Where the Company is the lessee 

 Leases where the  lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight‐line basis over the lease term. 

 xiv) Accounting for Taxes 

 Tax expense comprises current and deferred tax. Current  income tax  is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961. Deferred income  taxes  reflect  the  impact  of  timing  differences  between  taxable  income  and  accounting income  for the year and reversal of timing differences of earlier years. Deferred tax  is measured based on  the  tax  rates and  the  tax  laws enacted or  substantively enacted at  the balance  sheet date.  

 Deferred  tax  assets  are  recognized  only  to  the  extent  that  there  is  reasonable  certainty  that sufficient  future  taxable  income will be  available  against which  such deferred  tax  assets  can  be realised.  In situations where the Company has carry  forward of unabsorbed depreciation and tax losses,  all  deferred  tax  assets  are  recognised  only  if  there  is  virtual  certainty  supported  by convincing evidence  that  such deferred  tax assets  can be  realised against  future  taxable profits. Unrecognised deferred tax assets of earlier years are re‐assessed   at each balance sheet date and recognised to the extent that it has become reasonably certain or virtually certain, as the case may be,  that sufficient  future  taxable  income will be available against which such deferred  tax assets can be realised. 

 

F-12

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The Company writes‐down  the  carrying  amount  of  a  deferred  tax  asset  to  the  extent  that  it  is  no  longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write‐down  is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available. 

 xv) Provisions 

 A provision is recognised when an enterprise has a present obligation as a result of past event and it  is probable  that an outflow of  resources will be  required  to settle  the obligation,  in  respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimates  required  to settle  the obligation at  the balance sheet date. These  are  reviewed  at  each  balance  sheet  date  and  are  adjusted  to  reflect  the  current  best estimates.  

 xvi) Earnings per Share 

 Basic  Earnings  per  Share  (EPS)  is  calculated  by  dividing  the  net  profit  or  loss  for  the  year attributable  to  the  equity  shareholders  (after  deducting  attributable  taxes)  by  the  weighted average number of equity shares outstanding during the year.   For the purpose of calculating diluted earnings per share, net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive Potential Equity Shares. 

 xvii) Derivative Instruments 

 In  accordance with  the  ICAI  announcement,  derivative  contracts  ,  other  than  foreign  currency forward contracts covered under AS 11, are marked to market on portfolio basis, and the net loss, if any, after considering the offsetting effect of gain on the underlying hedged  item,  is charged to the Statement of profit and  loss. Net gain,  if any, after considering the offsetting effect of  loss on the underlying hedged item, is ignored. 

 xviii) Cash and Cash equivalents 

 Cash and  cash equivalents  in  the  cash  flow  statement  comprises  cash at bank and    in hand and short term investments with an original maturity periods of three months or less. 

 xix) Government grants and subsidies 

 Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy will be received and all attaching conditions will be complied with. When the grant or subsidy relates to an expenses item, it is recognised as income over the periods necessary to match them on a systematic basis to the costs, which it is intended to compensate. Where the grant or subsidy relates to an asset,  its value  is deducted  from the gross value of  the asset concerned in arriving at the carrying amount of the related asset. 

   

F-13

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

xx) Contingent Liabilities  A contingent  liability  is a possible obligation that arises  from past events whose existence will be confirmed by the occurrence or non‐occurrence of one or more uncertain future events beyond the control of  the Company or a present obligation  that  is not  recognized because  it  is not probable that  an outflow of  resources will be  required  to  settle  the obligation. A  contingent  liability  also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured  reliably.  The  Company  does  not  recognize  a  contingent  liability  but  discloses  its existence in the financial statements. 

 xxi) Measurement of EBIDTA  

 As permitted by  the guidance note on  the Revised Schedule VI  to  the Companies Act, 1956,  the Company  has  elected  to  present  earnings  before  interest,  tax,  depreciation  and  amortization (EBIDTA)  as  a  separate  line  item  on  the  face  of  Statement  of  Profit  and  Loss.  The  Company measures EBIDTA on the basis of Profit/(Loss) from continuing operation, In its measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense. 

 ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐This space has been intentionally left blank ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐ 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-14

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements as at September 30, 2012

3. Share Capital 30th September 2012

31st March2012

Rs In Lacs Rs In LacsAuthorised :4,20,58,006 (31st March 2012:: 4,20,58,006) Equity Shares or Rs.10/- Each 4,205.80 4,205.80

4,205.80 4,205.80 Issued4,20,58,006 (31st March 2012:: 1,26,17,402) Equity Shares of R.10/- Each Fully paid 4,205.80 1,261.74

Subscribed and Paid-up4,20,58,006 (31st March 2012:: 1,26,17,402) Equity Shares of R.10/- Each Fully paid 4,205.80 1,261.74

Total 4,205.80 1,261.74

Equity Share suspense account* - 2,944.06 Total 4,205.80 4,205.80

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

in Numbers Rs in lacs in Numbers Rs in lacsAt the beginning of the period 12,617,402 1,261.74 2,000,000 200.00 Issued during the period 29,440,604 2,944.06 10,617,402 1,061.74 Outstanding at the end of the period 42,058,006 4,205.80 12,617,402 1,261.74

Equity Share Suspense Account - - 29,440,604 2,944.06

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 share holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees.

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.

No. of Shares held % Holding in Class No. of Shares held % Holding in Class

Zuari Industries Limited 8,411,601 20.00 8,411,601 66.67 SIL Investments Limited 3,208,000 7.63 - - Texmaco Limited 2,557,941 6.08 - - Globalware Trading and Holdings Limited 7,012,000 16.67 - - Zuari Management Services Limited 4,205,801 10.00 4,205,801 33.33

Total 25,395,343 12,617,402

As per records of the Company including its register of share holders/members and other declarations received from share holdersregarding beneficial interest, the above share holding represents both legal and beneficial ownership of shares.

* Equity Share suspense for previous year represented 2,94,40,604 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.

30th September 2012 31st March 2012

c. Details of Shareholders holding more than 5% of equity shares in the Company

Name of Shareholder As at 30th September 2012 As at 31st March 2012

F-15

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements as at September 30, 2012

4. Reserves and Surplus 30th September

2012 31st March

2012 Rs In Lacs Rs In Lacs

Business Restructuring Reserve *Balance as per last financial statements 65,404.84 -

- 65,404.84

Closing Balance 65,404.84 65,404.84

General ReserveBalance as per last financial statements 5,000.00 - Add: Amount transferred from surplus balance in the statement of profit and loss - 5,000.00 Closing Balance 5,000.00 5,000.00

Surplus in the statement of profit and lossBalance as per last financial statements 3,848.32 (2.97) Net profit for the year 2696.19 10317.71

Less : AppropriationsProposed final equity dividends:: Nil (31st March 2012:: Rs.3 Per Equity Share) - 1,261.74 Tax on proposed equity dividend - 204.68 Transfer to general reserve - 5,000.00 Total appropriations - 6,466.42

Net surplus in the statement of profit and loss 6,544.51 3,848.32

Total reserves and surplus 76,949.35 74,253.16

* The said reserve be treated as free reserve and be restricted and not utilized for declaration of dividend by the Company.

5. Deferred tax liabilities (Net) 30th September

2012 31st March

2012 Rs In Lacs Rs In Lacs

Deferred tax liabilities 2,773.91 2,875.10

Gross deferred tax liabilities 2,773.92 2,875.10

Deferred tax assetsProvision for doubtful debts 15.35 15.35 Expenses allowable in Income tax on payment basis and deposition of Statutory dues 1,535.16 1,365.33 Gross deferred tax assets 1,550.51 1,380.68

Net deferred tax liabilities 1,223.41 1,494.42

Add: Amount transferred from surplus balance in the statement of profit and loss[arising on 1st July,2011, being the difference of assets over liabilities on the transfer/vesting of the "Fertiliser Undertaking" as per the Scheme of Arrangement and Demerger in terms of Order of Hon'ble High Court of Bombay.

Fixed assets Impact of difference between tax depreciation and depreciation/amortisation charged for the financial reporting

F-16

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements as at September 30, 2012

6. Other Liabilities

30th September 2012

31st March2012

30th September 2012

31st March2012

Rs In Lacs Rs In Lacs Rs In Lacs Rs In Lacs

Trade payables (Including acceptance) - - 88,608.73 74,610.48

(refer note. 35 for details of dues to Micro and Small Enterprise)

- - 88,608.73 74,610.48 Other LiabilitiesTrade deposits - dealers 5,093.83 4,781.15 - -

Unclaimed stautory liabilties as referred in Section 205(c) of the Companies Act, 1956 to be credited as and when due Unclaimed dividends - - 6.25 - Interest accrued but not due on loans and deposits - - 590.74 1,624.24 Forward cover payable - - 15,739.52 - Advances from dealers and others - - 445.61 390.87 Payables towards capital goods - - 643.82 261.39 Statutory and other obligations - - 4,101.02 3,371.16

5,093.83 4,781.15 21,526.96 5,647.66 Total 5,093.83 4,781.15 110,135.69 80,258.14

7. Provisions

30th September 2012

31st March2012

30th September 2012

31st March2012

Rs In Lacs Rs In Lacs Rs In Lacs Rs In LacsProvision for employee benefitsGratuity (funded)[Refer note no.34(A)] - - - 81.92 Providend fund [Refer note 34(B)] - - 180.82 54.38 Leave encashment (unfunded) - - 2,955.31 2,784.54

- - 3,136.13 2,920.84 Others provisionsProvision for current tax (net of advance tax) - - - 784.43 Provision for wealth tax - - 12.00 50.00 Provision for proposed equity dividend - - - 1,261.74 Provision for tax on proposed equity dividend - - - 204.68

- - 12.00 2,300.85 Total - - 3,148.13 5,221.69

8. Short term borrowings 30th September

2012 31st March

2012 From Banks Rs In Lacs Rs In LacsSecured a. Cash credit 23,185.07 - (The rate of interest on Cash Credit varies according to the Banks between 11.75% - 14.50% and are repayable on demand)b. Buyers credit 166,674.72 264,001.77

(The rate of Interest on buyers credit varies between 1.00% - 4.00%) and are repayable over a period of 150 - 360 days

c. Term loan 10,000.00 - 10.25% Working Capital Demand Loan from State Bank of India(Repayable in 6 months from the date of first drawn, viz., 7th September 2012)

199,859.79 264,001.77 Unsecured a. Term loan 11.50% loan from Indian Overseas Bank - 32,500.00 (Repayable in three equal monthly instalments commencing at the end of 7th, 8th and 9th Month from the date of first availment, viz., 14th January 2012)

- 32,500.00 Total 199,859.79 296,501.77

(a) The cash credit,buyers credit and term loan 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.

(b) Unsecured term loan have been fully paid during the current period.

Non Current Current

Long-term Short-term

F-17

9. Tangible assets(Rs. in lacs)

Particulars Freehold Land Buildings Railway

Siding Plant &

machinery Furniture &

fixtures Office

equipment Vehicles Total

CostAs at 01.04.2011 - - - - - - - - Additions 141.48 313.21 - 451.97 63.48 55.99 100.86 1,126.99 Disposals - 3.78 - 445.12 3.48 7.26 41.16 500.80 Addition: Due to De-Mearger Scheme

93.52 2,070.51 1,500.59 41,149.33 516.04 1,355.07 641.78 47,326.84

As at 31.03.2012 235.00 2,379.94 1,500.59 41,156.18 576.04 1,403.80 701.48 47,953.03

As at 01.04.2012 235.00 2,379.94 1,500.59 41,156.18 576.04 1,403.80 701.48 47,953.03 Additions - 3.84 - 150.42 20.34 26.71 72.78 274.09 Disposals 141.48 0.07 - 11.73 0.64 2.41 45.67 202.00 As at 30.09.2012 93.52 2,383.71 1,500.59 41,294.87 595.74 1,428.10 728.59 48,025.12

DepreciationAs at 01.04.2011 - - - - - - - - Charge for the year - 41.03 53.80 1,381.70 47.62 89.38 49.01 1,662.54 Disposals - 1.86 - 341.00 2.24 2.42 24.25 371.77 Addition: Due to De-Mearger Scheme

- 1,081.38 919.86 24,387.48 283.43 880.37 143.39 27,695.91

As at 31.03.2012 - 1,120.55 973.66 25,428.18 328.81 967.33 168.15 28,986.68

As at 01.04.2012 - 1,120.55 973.66 25,428.18 328.81 967.33 168.15 28,986.68 Charge for the year - 31.86 35.87 749.97 13.23 52.18 35.36 918.47 Deductions - 0.03 - 7.56 0.62 1.60 18.25 28.06 As at 30.09.2012 - 1,152.38 1,009.53 26,170.59 341.42 1,017.91 185.26 29,877.09 Net blockAs at 30.09.2012 93.52 1,231.33 491.06 15,124.28 254.32 410.19 543.33 18,148.03 As at 31.03.2012 235.00 1,259.39 526.93 15,728.00 247.23 436.47 533.33 18,966.35

9(a). Intangible assets (Rs. in lacs)

Particulars Software TotalGross blockAs at 01.04.2011 - - Additions - - Disposals - - Addition: Due to De-Mearger Scheme

785.91 785.91

As at 31.03.2012 785.91 785.91

As at 01.04.2012 785.91 785.91 Purchase - - Deductions - - As at 30.09.2012 785.91 785.91 AmortizationAs at 01.04.2011 - - Charge for the year 139.12 139.12 Disposals - - Addition: Due to De-Mearger Scheme

573.02 573.02

As at 31.03.2012 712.14 712.14

As at 01.04.2012 712.14 712.14 Charge for the year 65.79 65.79 Deductions - - As at 30.09.2012 777.93 777.93 Net blockAs at 30.09.2012 7.98 7.98 As at 31.03.2012 73.77 73.77

Zuari Agro Chemicals LimitedNotes to financial statements for the period ended 30th September 2012

F-18

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements as at September 30, 2012

10. Investments 30th September

2012 31st March

2012 Rs In Lacs Rs In Lacs

(A) Non-Current InvestmentsTrade Investments (valued at cost, unless otherwise stated)Unquoted Investment in subsidiaries1,41,74,162 (31st March 2012:: 1,41,74,162 ) Equity Shares of Rs.10/- each fully Paid up of Zuari Seeds Limited 1,417.60 1,417.60 50,000 (31st March 2012:: 50,000) Equity Shares of Rs.10/- each fully paid up of Zuari Fertiisers and Chemicals Limited 5.00 5.00

Investment in Joint Ventures17,98,16,178(31st March 2012:: 179,816,178) Equity shares of Rs.10/- each fully Paid up of Zuari Maroc Phosphates Limited 17,981.62 17,981.62 34,57,501 (31st March 2012:: 34,57,501) Equity shares of Rs.10/- each fully Paid up of Zuari Rotem Speciality Fertilisers Limited 345.75 345.75 Total 19,749.97 19,749.97

Aggregate Amount of unquoted Investments 19,749.97 19,749.97 Total 19,749.97 19,749.97

11. Loans and Advances

30th September 2012

31st March2012

30th September 2012

31st March2012

Capital advances Rs In Lacs Rs In Lacs Rs In Lacs Rs In LacsUnsecured, considered good 1,227.56 1,156.20 - -

1,227.56 1,156.20 - - Security depositsUnsecured, considered good 67.04 72.06 423.10 365.24

67.04 72.06 423.10 365.24 Loans and advances to related parties (Refer note no.31)Unsecured, considered good 9,722.66 7,904.89 4,285.00 4,195.49

9,722.66 7,904.89 4,285.00 4,195.49 Advances recoverable in Cash or Kind Unsecured, considered good - - 1,656.41 1,847.61

- - 1,656.41 1,847.61 Other Loans and AdvancesSecured, considered goodLoans to employees (secured) 120.82 142.19 40.18 46.23

Unsecured, considered goodLoans to employees 260.66 257.51 66.34 67.03 Prepaid expenses - - 241.00 148.01

Advance income tax (net of provision for income tax) - - 50.86 - VAT credit receivable - - 81.43 72.82

Balances with customs, port trust and excise authorities - - 0.40 0.60 381.48 399.70 480.21 334.69

Total 11,398.74 9,532.85 6,844.72 6,743.03

(a) The Company has invested a sum of Rs. 1,417.60 lacs in the equity shares Zuari Seeds Limited. Further, the Company has receivables of Rs.2376.59lacs (previous year Rs.1711.79 lacs) by way of loans and trade advances.The Company has promised to provide continuous financial support. As per thelatest audited financial statements of this subsidiary, accumulated losses of this subsidiary has resulted in erosion of its entire net worth. However, the saidsubsidiary Company has not incurred cash loss during the year ended 31st March 2012 and immediately preceeding financial year.The above Investment being in the nature of long term strategic investment and also in view of the projected profitable operations of the above company,management is of the view that the provision for diminution in the value of this investments is not required to be made there against.

(b) The Company has invested in the equity shares of Zuari Rotem Speciality Fertilisers Limited. The lock-in period of the equity share is five years. The Company cannot sell, transfer or in any other way dispose off its shares or interest during the lock-in period with out the prior written consent of the joint venturer. After the lock-in period the Company may transfer its shares only after the other joint venturer has been granted the right of first refusal.

Non Current Current

F-19

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements as at September 30, 2012

12. Other Assets

30th September 2012

31st March2012

30th September 2012

31st March2012

Rs In Lacs Rs In Lacs Rs In Lacs Rs In LacsInterest accrued on loans, advances and deposits - - 119.47 31.40 Interest receivable from subsidiaries on loans - - 61.81 136.61 Interest receivable from customers - - 190.50 147.92 Interest accrued on loans to employees 124.40 130.55 21.19 19.78 Claim receivable - - 426.25 3,355.75 Forward cover receivable - - - 1,327.77 Unamortised Premium on forward contracts* - - 3,759.62 3,923.57

124.40 130.55 4,578.84 8,942.80

Non current bank balances (Refer note no.15) 0.85 0.85 - - 0.85 0.85 - -

Total 125.25 131.40 4,578.84 8,942.80

* The Unamortised Foreign Exchange Premium on Outstanding Forward Exchange Contracts is being carried forward to be charged to the statement of Profit and Loss of subsequent period

13. Inventories (valued at lower of cost and net realisable value)30th September

2012 31st March

2012 Rs In Lacs Rs In Lacs

Raw materials [includes material in transit Rs. 6796.07 lacs and includes material lying with others 44,751.65 27,308.59 Rs. 2895.43 Lacs) [(31st March 2012 :: includes in transit Rs.4167.81 lacs and lying with others Rs.83.86 lacs)Packing materials [includes material lying with others Rs.64.49 lacs 756.05 479.48 (31st March 2012:: Rs.49.42 lacs ]Work-in-progress 1,399.55 1,355.70 Finished goods (includes material laying with others Rs. 381.98 lacs (31st March 2012 :: Rs.222.81 lacs 8,521.75 10,853.06 Traded goods [includes material in transit Rs.405.12 lacs) and incluldes material lyingwith others Rs. 392.09 lacs (31st March 2012 :: includes material in transit Rs.Nil and 67,659.29 22,350.99 includes material Lying with Others Rs.491.19 lacs)]Fuel Oil 6,977.16 4,937.87 Stores and spares 5,198.95 4,879.20

Total 135,264.40 72,164.89

Non Current Current

F-20

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements as at September 30, 2012

14. Trade receivables

30th September 2012

31st March2012

Rs In Lacs Rs In Lacs

Secured, considered good 12.44 1.02 Unsecured, considered good (including subsidy receivable Rs. 17,090.23 lacs(31st March 2012:: including subsidy receivable Rs.10,551.53 lacs) 17,094.16 10,556.02 Unsecured, considered doubtful 47.31 47.31

17,153.91 10,604.35 Less: Provision for doubtful debts 47.31 47.31

(A) 17,106.60 10,557.04 Other receivables

Secured, considered good 4,388.75 4,209.82 Unsecured, considered good (including subsidy receivable Rs. 1,06,067.26 lacs(31st March 2012:: including subsidy receivable Rs.2,01,488.91 lacs 176,862.77 280,431.18

(B) 181,251.52 284,641.00 Total 198,358.12 295,198.04

15. Cash and bank balances

30th September 2012

31st March2012

30th September 2012

31st March2012

Rs In Lacs Rs In Lacs Rs In Lacs Rs In LacsCash and cash equivalentsa. Balances with banks - On Current accounts - - 90.76 23,229.42 - On Cash credit accounts - - - 10,028.53 - On Unpaid dividend accounts - - 6.25 - b. Cash on hand - - 1.15 1.06

- - 98.16 33,259.01

Other bank balances Deposits with original maturity for more than 12 months 0.85 0.85 - - (pledged with sales tax authorities Rs.0.85 lac 31st March 2012 :: Rs.0.85 lacs)

Total 0.85 0.85 - -

Amount disclosed under non current assets (0.85) (0.85) - - - - 98.16 33,259.01

Current

Trade receivables outstanding for a period exceeding six months from the date theyare due for payment

Non Current Current

F-21

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements for the period April 01, 2012 to September 30, 2012

16. Revenue from operations 30th September

2012 30th September

2011 Rs In Lacs Rs In Lacs

Revenue from operationsSale of products Finished products 151,831.22 73,200.55 Traded products 119,839.47 107,709.91 Other operating revenues Scrap sales 35.97 20.79 Revenue from operations (gross) 271,706.66 180,931.25 Less:Excise duty 464.15 215.49 Revenue from operations (net) 271,242.51 180,715.76

Details of products sold30th September

201230th September

2011Rs In Lacs Rs In Lacs

Finished Products sold:Urea 81,459.82 31,681.65

Complex fertilisers of the grades:18:46:0 21,387.23 17,777.37 10:26:26 39,576.00 328.94 12:32:16 2,863.62 22,606.62 19:19:19 4,850.33 -

CO2 172.13 53.60 SSP 1,522.09 752.37

151,831.22 73,200.55

Traded Products sold:MOP 30,626.03 2,785.36 DAP 54,901.07 73,912.30 SSP 361.55 363.39 SOP 294.24 59.52 Complex Fertilisers 29,919.53 27,196.81 Seeds 212.39 612.06 Speciality Fertilisers 3,524.66 2,780.47

119,839.47 107,709.91

17. Other income30th September

201230th September

2011Rs In Lacs Rs In Lacs

Interest Income onBank deposits 43.09 17.28

Intercorporate loans 191.52 - Government of India Fertiliser Bonds - 110.71 Overdue trade receivables, employee loans etc 488.42 77.57 Dividend Income on Current investments 854.14 71.98

Rent received 3.77 2.67 Service Income 1,041.01

726.01 29.12 177.06 96.08

Total 3,525.02 405.41

d. Excise duty on sales amounting to Rs. 464.15 lacs (30th September 2011 : Rs. 215.49 lacs) has been reduced from sales in statement of profit & loss andexcise duty on increase / decrease in stock amounting to Rs.32.35 lacs (30th September 2011 : Rs. (11.88) lacs) has been considered as other expense infinancial statements.

Excess provision/unclaimed liabilities/unclaimed balances written backOther non-operating income

c. Subsidy for Urea has been accounted based on Stage III parameters of the New Pricing Scheme and other adjustments as estimated in accordance withknown policy parameters in this regard.

a. Sales of Finished Product and Traded Product include government subsidies. Subsidies include Rs.2438.08 lacs (30th September 2011 :: Rs. 814.37 lacs)in respect of earlier years, notified during the year.

b. 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 naphtha basedunits (including the company) were required to take steps for conversion to natural gas / liquified natural gas by 31st March 2010. The Company has intiatednecessary steps for conversion. Government of India vide notification dated 17th March , 2010 has extended till further orders the provisions of Stage III ofNPS.

F-22

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements for the period April 01, 2012 to September 30, 2012

18. Cost of raw materials consumed:30th September

201230th September

2011Rs In Lacs Rs In Lacs

Opening Stocks 27,308.59 - Add : Inventory transferred on Demerger from Zuari Industries Limited - 28,999.68 Add : Purchases 129,093.71 49,359.10 Add: Transfer of Stock for captive consumption - 3,107.42 Less: Inventory at the end of the year 44,751.65 31,036.05 Cost of raw materials consumed 111,650.65 50,430.15

Details of raw materials consumed30th September

201230th September

2011Rs In Lacs Rs In Lacs

Naphtha 57,518.88 19,084.09 Phosphoric acid 29,958.88 21,201.29 Muriate of potash 13,430.24 3,974.52 Ammonia 8,704.93 5,454.25 Purchased urea 596.82 - Rock phosphate 919.79 313.94 Other raw materials 521.11 402.06

Total 111,650.65 50,430.15

Details of inventory: Raw materials30th September

201230th September

2011Rs In Lacs Rs In Lacs

Naphtha 17,809.39 10,860.53 Phosphoric acid 15,599.48 14,846.25 Muriate of potash 8,566.36 4,334.85 Ammonia 2,104.40 303.94 Purchased urea 123.89 - Rock phosphate 349.60 466.65 Other raw materials 198.53 223.84

Total 44,751.65 31,036.06

19. Details of purchase of traded products:30th September

201230th September

2011Rs In Lacs Rs In Lacs

Traded products purchase detailsTraded fertilisers: DAP 97,797.61 69,808.70 MOP 30,466.49 29,187.28 SSP 336.62 360.06 SOP - 224.21

Complex Fertilisers 15,759.70 45,767.03 Speciality Fertilisers and Seeds 5,125.06 1,936.87

Total 149,485.48 147,284.15

F-23

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements for the period April 01, 2012 to September 30, 2012

20. (Increase) / Decrease in inventories30th September

201230th September

2011Rs In Lacs Rs In Lacs

Inventories at the end of the yearFinished goods 8,521.75 703.32 Traded goods 67,659.29 89,178.21 Work-in-progress 1,399.55 1,366.59

77,580.59 91,248.12 Opening Stocks( 30th September 2011: Inventory transferred on Demerger from Zuari Industries Limited)

Finished goods 10,853.05 6,288.16 Traded goods 22,350.98 43,823.64 Work-in-progress 1,355.70 2,104.03 Less : Captive consumption - (3,107.42) 34,559.73 49,108.41

Total (43,020.86) (42,139.71)

Details of Inventory 30th September 2012

30th September 2011

Rs In Lacs Rs In LacsTraded Goods DAP 44,892.05 54,087.46 MOP 9,756.94 10,953.24

SSP - 2.13 SOP 0.24 147.36

Complex Fertilisers 6,434.87 21,047.13 Speciality Fertilisers 5,521.75 2,633.24 Seeds 1,053.44 307.65

67,659.29 89,178.21

Finished GoodsUrea 2,265.74 80.23 18:46:00 1,336.76 240.30 10:26:26 3,011.29 130.23 12:32:16 1,501.34 58.48 19:19:19 3.01 - Others 403.61 194.08

8,521.75 703.32 Work in Progress

Ammonia 37.01 363.29 Sweet Naphtha 1,362.54 1,003.30

1,399.55 1,366.58

21. Employee benefit expense30th September

201230th September

2011Rs In Lacs Rs In Lacs

Salaries, wages and bonus 2,722.18 1,597.34 Contribution to provident and other funds 475.57 192.70 Gratuity (Refer note no: 34) 0.22 103.82 Staff welfare expenses 709.65 320.26

Total 3,907.62 2,214.12

22. Other expenses30th September

201230th September

2011Rs In Lacs Rs In Lacs

Consumption of packing materials 1,356.49 666.51 Stores and spares consumed 578.81 175.23 Power, fuel and water 17,917.05 5,891.37 Bagging and other contracting charges 1,491.52 825.80 Outward freight and handling 11,097.87 6,894.21 Rent 941.46 87.09 Lease rentals 66.79 25.90 Rates and taxes 84.34 14.62 Insurance 267.21 62.52 Repairs and maintenance Buildings 94.18 8.01 Plant & machinery 1,485.37 897.62 Others 209.43 153.56 Payment to statutory auditors (Refer details below) 32.02 11.61 Cash rebate 244.13 70.61 Excise duty on Increase/(Decrease) on inventory 32.35 (11.88)Subsidy claims written off 4.91 0.41 Sundry balances written off - 10.87 Loss on fixed assets sold/discarded (net) 19.31 4.55 Mark to market loss on forward cover contract 388.50 - Miscellaneous expenses 1,971.45 977.75

Total 38,283.19 16,766.36 F-24

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited)Notes to financial statements for the period April 01, 2012 to September 30, 2012

Payments to statutory auditors as 30th September 2012

30th September 2011

Rs In Lacs Rs In LacsAs statutory auditorsAudit fees 12.64 5.94 Tax audit fee 2.25 1.03 In other capacityCertification fees, etc. 15.39 3.84 Reimbursement of expenses 1.74 0.80

Total 32.02 11.61

23. Depreciation and amortisation expense30th September

201230th September

2011Rs In Lacs Rs In Lacs

Depreciation of tangible assets 918.47 478.97 Amortization of intangible assets 65.79 119.01

Total 984.26 597.98

24. Finance costs30th September

201230th September

2011Rs In Lacs Rs In Lacs

Interest expense 3,687.32 864.50 Premium on foreign exchange forward cover 6,123.55 1,400.30 Bank charges 266.86 670.74

Total 10,077.73 2,935.54

F-25

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

25.     Contingent liabilities not provided for:                               (Rs in Lacs) 

Particulars Period Ended 30.09.2012 

 

Year Ended  31.03.2012 

 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 had  filed  appeal before  Joint Commissioner of Commercial Taxes  (Appeals), Bangalore, against  the  same. Based on the revised demand notice penalty proceedings for the period was disposed off with the penalty of Rs. 32.22 lacs, which has been paid and charged off by the Company  

‐  42.56 

ii) 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. 0.33 lac was issued. The same was paid and charged off by the Company.  

‐  15.96 

B. Claim against the Company not acknowledged as debt.* 151.17  ‐ * 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 there against is considered necessary.  

26. Estimated amount of contracts remaining to be executed not provided for     (Rs in Lacs) 

Particulars Period Ended 30.09.2012 

 

Year Ended  31.03.2012 

 Estimated amount of  contracts  remaining  to be executed on capital account not provided for  

3,401.29  5,264.04

  

27. 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. 10,117.77 lacs (Previous year Rs. 12,477.71 lacs)  

28.  a) Net Foreign exchange variation charged to Statement of profit and loss 

                                           

Particulars Period Ended 30.09.2012 Rs. In Lacs 

Period Ended  30.09.2011 Rs. In Lacs 

Net  Foreign  exchange  variation (including  premium  on Forward Contracts) 

7,453.22  4,637.04

 

F-26

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

 b) Particulars of Foreign Currency Exposures: 

             i)  Forward Contracts outstanding as at the Balance Sheet Date:  

Details of derivatives   30.09.2012  31.03.2012  Purpose 

Buy (Amount in USD)     406,127,857  

577,013,319 

To  hedge  the  purchases of  raw  materials  and traded  goods  and  buyer credit 

Buy (Amount in USD)  51,000,000 ‐Hedge of highly probable foreign  currency purchases 

            ii)  Unhedged foreign currency exposures as at the Balance Sheet date:  

Particulars  30.09.2012 31.03.2012

Accrued Interest USD 273,397.00  1,504,680.00

INR (Rs.in lacs) 144.07  769.74

Trade Payables USD 9,947,749.00  9,246,877

INR (Rs.in lacs) 5,242.17  4,730.38Claims Receivable / (Payable) 

USD 1,293,904.00  1,867,016INR (Rs.in lacs) 681.85  955.10

  Exchange Rate 1 USD = 52.6970 INR  1 USD = 51.1565 INR 

29. Information in respect of Joint Ventures:                                  (Rs. in lacs) 

Sr No 

Particulars  Zuari Maroc Phosphates Limited (Consolidated) 

Zuari Rotem Speciality Fertilizer Limited 

1 Proportion of ownership interest 

50% (w.e.f. 27/06/2011)  

50% (w.e.f. 31/05/2011)  

2  Country of incorporation  India  India 

3  Accounting period ended 30.09.2012Unaudited

31.03.12 30.09.2012 Unaudited 

31.03.12 

4  Assets  219,885.86 169,880.66 2,174.91  1,404.40

5  Liabilities  146,842.85 99,786.38 1,569.44  895.75

6  Revenue  111,724.33 204,356.38 1,389.29  2,250.96

7  Depreciation & Amotisation 648.24 935.96 19.77  32.12

8  Other expenses   108,175.39 191,224.51 1,225.85  2,115.46

9  Profit before tax  2,900.69 12,195.91 143.67  103.38

10  Contingent Liabilities  6,055.87 6,020.38 0.61  0.61

11  Capital Commitments  28,162.24 2,625.585 ‐  ‐

 The above details represent proportionate amount (unaudited) of the Company’s share  in the Joint Ventures. 

F-27

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

30. Segmental Information   

Primary Segment The Company is engaged in the manufacture, sale and trading of fertilisers and seeds which, in the context  of  Accounting  Standard  17  (Segmental  Information)  notified  by  Companies  (Accounting Standard) Rules, 2006  (as amended),  is  considered as  the only business  segment. Accordingly, no separate segmental information has been provided herein. 

  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.  

31. Related Party disclosures under Accounting Standard – 18    The list of related parties as identified by the management is as under: 

 

A. Related parties where control exists:  

I. Holding Company:‐  

Zuari Global Limited (upto 30th June, 2011)  

II. Subsidiaries of the Company:  

(1) Zuari Seeds Limited (w. e. f.  31st May 2011) (2) Zuari Fertilisers & Chemicals Limited  Limited  (w.e. f.  31st May 2011)  

 

B. Related parties with whom transactions have taken place during the year:  

I.   Enterprises in respect of which Company is an associate:‐  

(1)  Zuari Global Limited (formerly Zuari Industries Limited) (2) Indian Furniture Products Limited  (3) Simon India Limited  (4) Zuari Management Services Limited (5) Adventz Infraworld India Limited  (6) Gulbarga Cement Limited  (7) Globex Limited  (8) Zuari Investments Limited (9) Zuari Insurance Brokers Limited ‐ Subsidiary of Zuari Investments Limited  (10) Zuari Commodity Trading Limited – Subsidiary of Zuari Investments Limited  (11) Zuari Financial Services Limited – Subsidiary of Zuari Investments Limited   

II. Joint Ventures of the Company:  

(1) Zuari Maroc Phosphates Limited (Limited (w. e. f.  27th June 2011) (2) Paradeep Phosphates Ltd ‐ Subsidiary of Zuari Maroc Phosphates Limited (3) Zuari Rotem Speciality Fertilisers Limited (w. e. f. 31st May 2011) 

 IV. Key Management Personnel 

 (1) Mr. N. Suresh Krishnan – Managing Director (w.e.f. April 1, 2012) (2) Mr. Akshay Poddar  ‐ Executive Director  (w.e.f. April 1, 2012) 

F-28

Related Party Transaction As Per Accounting Standard 18 For Zuari Agro Chemicals Limited

Following transactions were carried out with related parties in the ordinary course of business for the Period ended 30th September'2012(Rs. In Lacs)

Subsidiaries Joint Ventures

Holding Company

Enterprises having

Significant Influence

Key Management

Personnel Subsidiaries Joint

Ventures Holding

Company

Enterprises having

Significant Influence

Fellow Subsidiaries

Key Management

Personnel

1 Payment made on their behalf

- Zuari Seeds Limited 0.01 - - - - 0.23 - - - - - - Zuari Management Services Limited - - - 1.91 - - - - - 1.91 - - Zuari Maroc Phosphates Limited - 0.07 - - - - 1.92 - - - - - Paradeep Phospahtes Limited - 23.60 - - - - 10.44 - - - - - Adventz Infraworld India Limited - - 72.41 - - - - - 3.62 -

- Zuari Rotem Speciality Fertilisers Limited - 1.51 - - - - 29.94 - - - - - Zuari Global Ltd - - - 401.57 - - - - - - - - Zuari Fertilisers & Chemicals Ltd 2.89 - - - - 10.61 - - - - - - Zuari Indian Oiltanking Limited - - - - - - - - - - - - Simon India Limited - - - 0.60 - - - - - - -

2 Payment made on our behalf - Paradeep Phosphates Limited - 3.55 - - - - 0.15 - - - - - Zuari Seeds Limited - - - - - - - - - - - - Zuari Fertilisers & Chemicals Ltd 3.42 - - - - - - - - - - - Zuari Global Limited - - - 3.86 - - - - 39.02 - - - Simon India Limited - - - 0.43 - - - - - - -

- Adventz Infraworld India Limited - - - 0.02 - - - - - - -

- Zuari Management Services Limited - - - 0.20 - - - - - - -

- Style Spa Furniture Limited - - - 0.24 - - - - - - -

3 Purchase of Investments

- Zuari Global Limited - - - - - - - 19,745.36 - - -

4 Service charges paid

- Zuari Indian Oiltanking Limited - - - 77.39 - - - - 33.70 - - - Zuari Investment Limited - - - - - - - - - 0.20 - - Zuari Management Services Limited - - - 58.47 - - - - - - - Zuari Global Limited - - - 30.17 - - - - - - -

Sl. No Transaction details

Period ended September 30, 2012 Period ended September 30, 2011

F-29

Related Party Transaction As Per Accounting Standard 18 For Zuari Agro Chemicals Limited

Following transactions were carried out with related parties in the ordinary course of business for the Period ended 30th September'2012(Rs. In Lacs)

Subsidiaries Joint Ventures

Holding Company

Enterprises having

Significant Influence

Key Management

Personnel Subsidiaries Joint

Ventures Holding

Company

Enterprises having

Significant Influence

Fellow Subsidiaries

Key Management

Personnel

Sl. No Transaction details

Period ended September 30, 2012 Period ended September 30, 2011

5 Inter-corporate Deposits / loans given

- Zuari Fertilisers & Chemicals Ltd 2,055.00 - - - - - - - - - - - Zuari Seeds Ltd 1,500.00 - - - - - - - - - -

6 Receipt of Inter-corporate Deposits / loans

- Zuari Global limited - - - - - - - 19,100.00 - - -

7 Repayment of Inter-corporate Deposits / loans given

- Zuari Global limited - - - - - - - 18.00 - - - - Zuari Fertilisers & Chemicals Ltd 4,425.00 - - - - - - - - - -

8 Purchase of finished goods

- Zuari Seeds Limited 894.88 - - - - 3.49 - - - - -

- Zuari Rotem Speciality Fertilisers Limited - 2,891.98 - - - - 1,021.43 - - - -

8 Purchase of Assets

- Indian Furniture Products Limited - - - 27.10 - - - - - - -

- Style Spa Furniture Limited - - - 8.80 - - - - - - -

9 Interest Paid

- Zuari Global Limited - - - - - 29.05 - - - - -

10 Interest Received on loan/deposit

- Zuari Fertilisers & Chemicals Ltd 122.84 - - - - - - - - - - - Zuari Rotem Speciality Fertilisers Ltd - 1.47 - - - - 28.85 - - - - - Zuari Seeds Limited 68.68 - - - - - - - - - - - Suresh Krishnan - - - - 3.80 - - - - - -

11 Management Fees Received (net of servise tax)

- Zuari Seeds Limited - - - - - 10.75 - - - - - - Zuari Global limited - - - 62.61 - - - - - - -

12 Rent Paid

- Zuari Global limited - - - 21.82 - - - - - - -

13 Managerial Remuneration

- Suresh Krishnan - - - - 92.12 - - - - - -

- Akshay Poddar - - - - 22.44 - - - - - -

F-30

Balance Outstanding For the period ended 30th September 2012 (Rs. in lacs)

Sl. No Transaction details Subsidiari

es

Joint Ventures

Enterprises having Significan

t Influence

Key managem

ent personnel

Subsidiari

es

Joint Ventures

Associat

es

Enterprises

having Significant Influence

Key managem

ent personnel

1 Loan/ ICD Given

- Zuari Fertilisers & Chemicals Ltd 4,380.00 - - - 6,750.00 - - - -

- Zuari Seeds Limited 1,500.00 - - - - - - - -

- Suresh Krishnan - - - 30.00 - - - - -

2 As Trade Payables

- Zuari Maroc Phosphates Limited - 18.73 - - - 18.80 - - -

- Zuari Indian Oiltanking Limited - - - - - 18.91 - - -

- Zuari Rotem Speciality Fertilisers Limited

- 1,433.46 - - - 120.43 - - -

- Simon India Limited - - 0.43 - - - - - -

- Zuari Management Services Limited - - 26.14 - - - - - -

- Indian Furniture Products Limited - - 5.30 - - - - - -

- Style Spa Furniture Limited - - - - - - - - -

3 As Advances Recoverable

- Zuari Fertilisers & Chemicals Ltd 72.91 - - - 104.93 - - - -

- Paradeep Phosphates Limited - 8.78 - - - 19.11 - - -

- Zuari Seeds Limited 876.59 - - - 1,771.47 - - - -

- Zuari Global Limited - - 7,167.66 - - - - 3,454.88 -

- Adventz Infraworld India Limited - - 1.72 - - - - - -

- Style Spa Furniture Limited 4.23

4 Interest on ICD/Loan

- Zuari Fertilisers & Chemicals Ltd - - - - 136.61 - - - -

- Zuari Seeds Limited 61.81 - - - - - - - -

- Suresh Krishnan - - - 3.80 - - - - -

Balance outstanding for the period ended 30th September 2012 Balance outstanding for the Year ended 31st March 2012

F-31

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

32. Earnings Per Share (EPS):  (Rs. in Lacs) 

Particulars Period ended30.09.2012 

Period ended 30.09.2011 

Profit after taxation as per statement of Profit and Loss (Rs. in lacs) 

2,696.19 2,072.25

Number of shares used in computing earnings per share  

42,058,006        * 24,575,232

Basic and Diluted* Earnings per share ‐ Basic and diluted (in Rupees) (annualised) 

   12.82 16.86

Face value per share (in Rupees)  10.00 10.00

               * including 29,440,604 equity shares appearing under Equity Suspense account.   

33. 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 159,700 sq. mts. Of the land belonging to Company for public purpose.  The  Company  has  filed  as  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. 

 34. 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 statement of profit & 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 period ended 30th September, 2012 

  (Rs. in Lacs) Particulars  April 1, 2012 to 

September 30, 2012 2011‐12

Current Service Cost  114.45  185.28Interest Cost  89.68  ‐Expected return on plan assets  (104.04)  (75.63)Net actuarial (gain) recognized in the period (129.65)  (27.72)Net benefit expense/(income)   (29.56)  81.93 

   

 

F-32

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

Balance sheet  

Details of provision for gratuity benefits as at 30th September, 2012:                                             (Rs. in Lacs) 

Particulars  April 1, 2012 to September 30, 2012 

2011‐12

Defined benefit obligation  2,293.49  2,287.93Fair value of plan assets  2,309.28  2,206.00Plan asset/(liability)  15.79*  (81.93)Experience (gain)/loss on obligation  (38.77)  (71.70)Experience gain/(loss) on plan assets  7.22  ‐

  *Immaterial, hence ignored.  

Changes  in  the  present  value  of  the  defined  benefit  obligation  for  the  period  ended  30th September, 2012 are as follows:                            (Rs. in Lacs) Particulars  April 1, 2012 to 

September 30, 2012 2011‐12

Opening defined obligation  2287.93  ‐Current service cost  114.45  185.28Interest Cost  89.68  ‐Benefits paid  (91.89)  (159.66)Past service cost( Transfer in)  15.75  2,290.03*Actuarial (gain)/loss on obligation   (122.43)  (27.72)Closing defined benefit obligation 2,293.49  2,287.93

  *Past service cost transfer in on Demerger  

Changes in the fair value of plan assets are as follows:                  (Rs. in Lacs) 

Particulars  April 1, 2012 to September 30, 2012 

2011‐12

Opening fair value of plan assets 2206.00  ‐Expected return  104.05  75.63Contribution by employer  83.90  ‐Benefits paid  (91.89)  (159.66)Past service cost (Transfer in)  ‐  *2,290.03Acturial gain/(loss) on plan asset 7.22  ‐Closing  fair value of plan assets 2,309.28  2,206.00

  The Company expects to contribute Rs. Nil (Previous year Rs. 81.93 lacs) towards gratuity during the six months period ended March 31, 2013. 

 

*Past service cost transfer in on Demerger  The major categories of plan assets as a percentage of  the  fair value of  total plan assets are as follows:  

  April 1, 2012 to September 30, 2012 

2011‐12

Investment with insurer (Life Insurance Corporation of India) 

100%  100%

 

F-33

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

The overall expected rate of return is determined based on the market prices prevailing at that date, applicable to the period over which the obligation is to be settled. These rates are different from the actual rate of return during the current period. 

  The  principal  assumptions  used  in  determining  gratuity  obligation  for  the  Company’s  plans  are shown below: 

        Particulars  April 1, 2012 to 

September 30, 2012 2011‐12

Discount Rate  8.00%  8.00%Expected rate of return on assets 9.45%  9.45%Increase in Compensation cost 9.00%  10.00%Employee turnover  0.50%  0.50%

 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  period  being  the  second  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 for two  years. 

 c) Information  in  respect of period ended September 2011  is not available  for above, hence not 

provided.  

B) Provident Fund  As per the Guidance 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. During the current period, actuarial valuation of Provident Fund was carried out  in accordance with the guidance note issued  by  Actuary  Society  of  India  and  provided  Rs.  126.44  lacs  (previous  year  Rs.  54.38  lacs)  Provident fund liability in the books of accounts.  

 The principal assumptions used in determining provident fund obligations: 

 

Particulars  30th September, 2012

Discount Rate  8%

Normal retirement Age  58 years

                                                                                                                               (Rs. In lacs) 

Particulars  30.09.2012 31.03.2012  30.09.2011Contribution to Provident Fund  289.47 282.92  94.93 

F-34

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

The detail of Fund plan asset position as at 30th September, 2012 is given below                       (Rs. In lacs) 

Particulars  30.09.2012  31.03.2012Plan assets at fair value  9,542.92   9,199.05  Present value of defined benefit obligation 9,723.74  9,253.43Deficit in fund  (180.82)  (54.38) 

C) Defined Contribution Plan                               (Rs. In lacs) 

Particulars  Period ended 30.09.2012 

Year ended  31.03.2012 

Period ended 30.09.2011 

Contribution to Superannuation Fund 112.71 144.02  63.10Contribution to Contributory pension fund 69.32 100.75  34.69Total  182.03 244.77  97.79

 35. Disclosure as per  Section 22 of  “The Micro,  Small and Medium Enterprises Development Act, 

2006”.                                                                                                      (Rs. in lacs) 

S.No.  Particulars  30.09.2012  31.03.2012

i)  The  principal  amount  and  the  interest  due  thereon remaining unpaid to any supplier: 

   

  ‐ Principal amount  Nil  Nil

  ‐ Interest thereon  0.24  0.24ii)  the  amount  of  interest  paid  by  the  buyer  in  terms  of 

section  18,  along  with  the  amounts  of  the  payment made to the supplier beyond the appointed day. 

Nil  Nil

iii)  the amount of interest due and payable for the period of delay  in  making  payment  (which  have  been  paid  but beyond the appointed day during the year) but without adding the  interest specified under this Act 

Nil  Nil

iv)  the amount of interest accrued and remaining unpaid  0.24  0.24

v)  The  amount  of  further  interest  remaining  due  and payable  even  in  the  succeeding  years,  until  such  date when  the  interest  dues  above  are  actually  paid  to  the small investor 

Nil  Nil

 36. 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 statement of profit &  loss  for the period   are Rs. 939.55  lacs  (31 March 2012: Rs.508.70  lacs, 30th September 2011: Rs. 87.09 lacs).  

37. During  the  period  ended  September  30th  2012,  the  Company  has  entered  into  Operating  Lease Agreements for vehicles which are non‐ cancellable.   

F-35

Zuari Agro Chemicals Limited (Formerly known as Zuari Holdings Limited) Notes to financial statements for the period April 01, 2012 to September 30, 2012  

These leases have an average life of between 3 and  5 years with no renewal option included in the contracts. There are no restrictions placed upon the Company by entering into these leases.  The  lease  payments  recognized  in  the  Statement  of  profit  and  loss  during  the  period  ended September 30th 2012 amounts to Rs.1.90  lacs  (Previous year Nil  ). The break up of minimum  lease payments outstanding as at September 30th 2012 is as follows:  Period  Rs. in Lacs 

30.09.2012  31.03.2012Payable within one year          12.29                     ‐   Payable after one year but within five years         34.96                       ‐   Payable after five years                  ‐                       ‐   

 38. 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 the year. 

39. a) Current period’s figures in the financial statements are audited. However, the corresponding six months period ended 30th September 2011 are unaudited but  limited review was carried out by the statutory auditor.  b)  The  results  of  the  Company  for  the  current  period  ended  30th  September  2012  are  for  six months, whereas the previous period’s figures  included results of fertilizer undertaking from 01st July,  2011  to  30th  September,  2011. Hence,  previous  period’s  figures  are  not  comparable with those of current period.  

40.  Previous  period  figures  have  been  reclassified  /regrouped where  ever  necessary  to  confirm  to current period’s classification. 

 

As per our report of even date  For and on behalf of Board of Directors of Zuari Agro Chemicals Limited 

   For S. R. Batliboi & Co.                             S.K.Poddar                Suresh Krishnan         Marco Wadia Chartered Accountants                              Chairman                   Managing Director             Director                                    Firms Registration No.301003E                                                  per Anil Gupta                V Seshadri                                                 R.Y.Patil Partner                                             Vice President – Finance              Chief General Manager                        Membership No: 87921                 & Company Secretary                                     Place : Gurgaon                                           Place: Gurgaon          Dated : November 6,2012                                     Date: November 6,2012 

F-36

16

Auditors’ ReportTo The Members of Zuari Holdings Limited1. We have audited the attached balance sheet of Zuari Holdings Limited (‘the Company’) as at March 31, 2012 and also the

statement of profit and loss and the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 (as amended) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

i. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

ii. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

iii. The balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the books of account.

iv. In our opinion, the balance sheet, statement of profit and loss and cash flow statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

v. On the basis of the written representations received from the directors, as on March 31, 2012, and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2012 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

vi. In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) in the case of the balance sheet, of the state of affairs of the Company as at March 31, 2012;

b) in the case of the statement of profit and loss, of the profit for the year ended on that date; and

c) in the case of cash flow statement, of the cash flows for the year ended on that date.

As per our report of even date

For S. R. BATLIBOI & CO. Firm’s Regn. No.: 301003E Chartered Accountants

Per Anil Gupta Partner Membership No. : 87921

Place : Gurgaon Date : 9th May, 2012

F-37

ZUARI HOLDINGS LIMITED

17

Annexure referred to in paragraph [3] of our report of even dateRe: Zuari Holdings Limited(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed

assets.

(b) The fixed assets are physically verified by the management in a phased manner over a period of two years and accordingly, part of the fixed assets were physically verified during the year and the discrepancies observed on such verification, as compared to the book records, were not material. In our opinion, the frequency of physical verification is reasonable having regard to the size of the company and the nature of the assets.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) (a) The Company has granted loans to one company covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was ` 6,750 lacs and the year end balance or loans balance of loans granted to such parties was ` 6,750 lacs.

(b) The Company has made interest-free loans to a wholly-owned subsidiary. According to the information and explanations given to us, and having regard to management’s representation that the interest free loans are given to wholly-owned subsidiaries of the Company in the interest of the Company’s business, the rate of interest and other terms and conditions for such loans are not prima facie prejudicial to the interest of the Company.

(c) In respect of loans granted, repayment of the principal amount is as stipulated and payment of interest has been regular.

(d) There is no overdue amount of loans granted to companies listed in the register maintained under Section 301 of the Companies Act, 1956.

(e) The Company has taken loan from a Company covered in the Register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year was ` 19,100 lacs and the year end balance of loans taken from such parties was ` Nil.

(f) In our opinion and according to the information and explanation given to us, the rate of interest and other terms and condition for such loans are not prima facie prejudicial to the interest of the Company.

(g) In respect of loans taken, repayment of principal amount is stipulated and payment of interest has been regular.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, we have not observed any major weakness or continuing failure to correct any major weakness in the internal control system of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, we are of the opinion that particulars of contracts or arrangements referred to in Section 301 of the Companies Act, 1956 that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements exceeding value of Rupees five lacs have been entered into during the financial year at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposit from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service Tax, Customs Duty, Excise Duty, Cess and Other Material Statutory dues have generally been regularly deposited with the appropriate authorities though there has been a slight delay in a few cases.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-Tax, Wealth-Tax, Service Tax, Sales-Tax, Customs Duty, Excise Duty, Cess and Other Material Undisputed Statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no dues of Income Tax, Sales-Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty and Cess which have not been deposited on account of any dispute.

F-38

18

Name of the statute Nature of duesAmount

(` in lacs)Period to which amount relates

Forum where dispute is pending

Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976

Penalty on Professional Tax paid on Company’s registered godowns.

21.282005-06 to 2008-09

Joint Commissioner of Commercial Taxes

(Appeal)

Demand notice from Commercial Tax Department

Non submission of “F Form” 15.96 2007-08High Court of

Andhra Pradesh

Service Tax Service Tax Liability 142.232006-07 to 2011-12

CESTAT

(x) The Company has been registered for a period of less than five years and hence we are not required to comment on whether or not the accumulated losses at the end of the financial year is fifty per cent or more of its net worth and whether it has incurred cash losses in the current financial year and in the immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to banks. The Company did not have any outstanding debentures and loan from financial institution during the year.

(xii) According to the information and explanations given to us and based on the documents and records produced to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xvi) Based on information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) The Company has made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956. In our opinion, the price at which shares have been issued is not prejudicial to the interest of the Company.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the financial statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

As per our report of even date

For S. R. BATLIBOI & CO. Firm’s Regn. No.: 301003E Chartered Accountants

Per Anil Gupta Partner Membership No. : 87921

Place : Gurgaon Date : 9th May, 2012

F-39

ZUARI HOLDINGS LIMITED

19

Balance Sheet as at 31st March 2012

Notes31stMarch2012

` in Lacs31st March 2011

` in LacsI. EQUITY AND LIABILITIES

Shareholders’funds(a) Share capital 3 4,205.80 200.00 (b) Reserves and surplus 4 74,253.16 (2.97)

78,458.96 197.03 Non–current liabilities(a) Deferred tax liabilities (Net) 5 1,494.42 – (b) Other non–current liabilities 6 4,781.15 – (c) Long–term provisions 7 – –

6,275.57 – Currentliabilities(a) Short–term borrowings 8 2,96,501.77 – (b) Trade payables 6 74,610.48 0.30 (c) Other Current Liabilities 6 5,647.66 – (d) Short–term provisions 7 5,221.69 –

3,81,981.60 0.30 Total 4,66,716.13 197.33

II. ASSETSNon–current assets(a) Fixed assets

i) Tangible assets 9 18,966.35 – ii) Intangible assets 9(a) 73.77 – iii) Capital work–in–progress 1,954.02 –

(b) Non–current investments 10 19,749.97 – (c) Long–term loans and advances 11 9,817.85 – (d) Other non–current assets 12 131.40 –

50,693.36 – Currentassets(a) Inventories 13 72,164.89 – (b) Trade receivables 14 2,95,198.04 – (c) Cash and bank balances 15 33,259.01 197.33 (d) Short–term loans and advances 11 11,141.55 – (e) Other current assets 12 4,259.28 –

4,16,022.77 197.33 Total 4,66,716.13 197.33

Summary of significant accounting policies 2.1 The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

F-40

20

Statement of Profit and Loss for the year ended 31st March, 2012

Notes31stMarch2012

` in Lacs31st March 2011

` in LacsI. Income

(a) Revenue from operations (gross) 16 6,18,846.23 - Less : excise duty 758.50 -

(b) Revenue from operations (net) 6,18,087.73 - (c) Other income 17 5,611.61 0.19 Total Revenue 6,23,699.34 0.19

II. Expenses(a) Cost of raw material consumed 18 1,92,145.29 - (b) Purchase of traded goods 19 3,21,840.72 -

(c)"Decrease in inventories of finished goods, work-in-progress and traded goods”

20 14,520.57 -

(d) Employee benefits expense 21 5,480.17 - (e) Other expenses 22 67,371.77 0.47 Total 6,01,358.52 0.47

III.Earningsbeforeinterest,tax,depreciationand amortization (EBITDA) (I) - (II)

22,340.82 (0.28)

(a) Depreciation and amortization expense 23 1,801.66 - (b) Finance costs 24 5,513.57 - Profitbeforetax 15,025.59 (0.28)

IV. Taxexpenses(a) Current income tax 4,737.51 - (b) Deferred tax (29.63) - Totaltaxexpense 4,707.88 - Profitfortheyear(III-IV) 10,317.71 (0.28)EarningperShareBasic “Earnings per equity share (nominal value of share `10/- 31st March 2011 - `10/-)”

35 30.97 (0.01)

Diluted

"Earnings per equity share (nominal value of share `10/- 31st March 2011 - `10/-)”

30.97 (0.01)

Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

F-41

ZUARI HOLDINGS LIMITED

21

Cash flow statement for the year ended 31st March, 2012

Sl. No.

PARTICULARSYear ended

31stMarch,2012 (` in lacs)

Year ended 31stMarch,2011

(` in lacs)

A. Cash Flow From Operating Activitites

Profit/(loss) before tax 15,025.60 (0.28)

Adjustments for:

Depreciation/amortisation 1,801.66 -

Sundry balances written off (10.87) -

Unrealized foreign exchange fluctuation loss 102.64 -

Excess provision/unclaimed liabilities/unclaimed balances written back (16.93) -

(Loss)/profit on sale on fixed assets 122.00 -

Interest expense 3,910.94 -

Interest income (1,365.78) -

Dividend income (916.98) -

3,626.68 -

Operating profit/(loss) before working capital changes 18,652.28 (0.28)

Movements in working capital :

Inventories 17,551.11 -

Sundry debtors (2,01,876.47) -

Other current assets 16,119.36 (180.19)

Loans and advances (2,895.03) -

Current liabilities and provisions 2,482.62 (2.29)

(1,68,618.41) (182.48)

Cash from operations (1,49,966.13) (182.76)

Direct tax paid ( net of refunds) (3,953.08) -

Net cash flow (used in ) operating activitites (A) (1,53,919.21) (182.76)

B. Cash Flows From Investing Activitites

Purchase of Fixed Assets (2,671.02) -

Proceeds from sale of fixed assets 7.03 -

Dividend received 916.98 -

Fixed deposits matured 180.00 -

Purchases of investments (2,55,043.37) -

Sales of investments 2,51,588.48 -

Purchase of investment in subsidiaries & joint ventures** (19,749.97) -

Interest received 1,625.80 -

Loans given to bodies corporates (2,250.00) -

Net cash (used in ) investing activitites (B) (25,396.07) -

F-42

22

Sl. No.

PARTICULARSYear ended

31stMarch,2012 (` in lacs)

Year ended 31stMarch,2011

(` in lacs)

C. Cash Flows From Financing Activitites

Proceeds from issuance of share capital 1,061.74 195.00

Proceeds from Short term borrowings 13,460.22 -

Proceeds from Buyer’s Credit 2,88,491.01

Repayment of Buyer’s Credit (89,511.12)

Interest paid (2,424.80) -

Net cash flow from financing activitites ( C ) 2,11,077.05 195.00

NET (DECREASE )/INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C)

31,761.77 12.24

CASH AND CASH EQUIVALENTS (OPENING) 17.33 5.09

Add : Transfer from Demerged Fertilizer Business of ZIL 1,479.91 –

CASH AND CASH EQUIVALENTS (CLOSING) 33,259.01 17.33

* Previous year`s figures have been regrouped wherever necessary to confirm to current year classification.

CASH AND CASH EQUIVALENTSYear ended

31stMarch,2012 (`in lacs)

Year ended 31stMarch,2011

(`in lacs)

Components of cash and cash equivalents

Cash in hand 1.06 -

with banks -on current account 23,229.42 17.33

with banks -on cash cradit account 10,028.53 -

Total cash and cash equivalents 33,259.01 17.33

Notes:

1) Pursuant to the scheme of arrangement and demerger, all the assets and liabilities pertaining to fertilizer undertaking as on 1st July, 2011 have been transferred to Zuari Holdings Limited at the book value, the said demerger is considered as cash neutral for the purpose of cash flow.

2) ** Includes purchase of investments in subsidiaries, happenned through cash and cash equivalent.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

F-43

ZUARI HOLDINGS LIMITED

23

1. 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 with object of to carry on the business of investment, holding an investment trust and for that purpose to invest in, acquire, underwrite, subscribe for, hold shares, bonds, stocks, securities etc.

The Shareholders of the Company at their meeting held on 12th May 2011 has passed a resolution to commence new line of business (fertilizer business) as mentioned in the clause 50 of clause III(c) of the Memorandum of Association pursuant to Section 149 (2A) of the Companies Act, 1956.

Pursuant to the Scheme of Arrangement and Demerger under Section 391 to 395 of the Companies Act, 1956, between the Company and Zuari Industries Limited becoming operative with effect from 21st March 2012 (“the effective date”) the Fertiliser undertaking and its corresponding Assets and Liabilities of Zuari Industries Limited have vested with the Company retrospectively from 1st July 2011 (“the appointed date”). Accordingly, the Statement of Profit and Loss and Statement of Assets and Liabilities dealt herewith reflect the result of the activities carried out by the Zuari Industries Limited in trust for the Company pending the Scheme becoming operative.

After demerger of Fertiliser Undertaking from Zuari Industries Limited, the Company is the manufacturer of chemical fertilisers. The Company is also into trading business of complex and water soluble fertilisers and seeds. The Company caters to the demand of the Farmers all over the country, through its “Jaikisaan” brand of Fertilisers.

2. Basis for preparation The financial statements of the Company have been prepared in accordance with Generally Accepted Accounting Principles in India

(Indian GAAP). The Company has prepared this financial statement to comply in all material respects with the Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Company and are consistent with those used in previous year except for the change in accounting policy explained below.

2.1 Summary of Significant Accounting Policies Change in Accounting Policies i) Presentationanddisclosureoffinancialstatements

The Revised Schedule VI notified under the Companies Act, 1956 has become applicable to the Company, for preparation and presentation of its financial statements commencing from 1st April 2011. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However it has significant impact on presentation and disclosures made in the financial statements. The Company has also reclassified the previous figures in accordance with the requirements applicable in the current year.

ii) BasisofclassificationofCurrentandNonCurrent

Assets and Liabilities in the balance sheet have been classified as either current or non–current based upon the requirements of Revised Schedule VI notified under the Companies Act 1956.

An asset has been classified as current if (a) it is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle; or (b) it is held primarily for the purpose of being traded; or (c) it is expected to be realized within twelve months after the reporting date; or (d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date. All other assets have been classified as non–current.

A liability has been classified as current when (a) it is expected to be settled in the Company’s normal operating cycle; or (b) it is held primarily for the purpose of being traded; or (c) it is due to be settled within twelve months after the reporting date; or (d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. All other liabilities have been classified as non–current.

An operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents.

iii) UseofEstimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles (Indian GAAP) requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

iv) FixedAssets

Fixed assets are stated at cost less accumulated depreciation/amortisation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012

F-44

24

Machinery spares which are specific to a particular item of fixed asset and whose use is expected to be irregular are capitalized as fixed assets.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day–to–day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

v) Depreciation

Depreciation on tangible and intangible fixed assets is provided using the Straight Line Method as per the useful lives of the assets (other than machinery spares) as estimated by the management, which are equal to the rates prescribed under Schedule XIV of the Companies Act, 1956 except for computers and peripherals which are depreciated/amortised over the useful lives of three years. For this purpose, a major portion of the plant has been considered as continuous process plant.

Machinery spares are depreciated prospectively over the estimated remaining useful lives of the respective mother assets.

vi) Intangibles

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair value as at the date of amalgamation. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred. Intangibles representing computer software are amortized using the straight line method over their estimated useful lives of three years.

vii) Impairment

The carrying amounts of Tangible and Intangible fixed assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre–discount rate that reflects current market assessment of the time value of the money and rates specific to that asset. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

viii) Inventories

Inventories are valued at the lower of Cost and Net Realisable Value.

The Cost is determined as follows:

(a) Stores and spares, Fuel oil, Raw Materials and Packing Materials : Moving weighted average method

(b) Work–in–process: Material cost on moving weighted average method and appropriate manufacturing overheads based on normal operating capacity

(c) (i) Finished goods (manufactured): Material cost on moving weighted average method and appropriate manufacturing overheads based on normal operating capacity including Excise Duty

(ii) Traded goods : Moving weighted average method

Materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.

Net Realisable Value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

ix) Investments

Investments that are readily realisable and intended to be held for not more than a year from the date of which such investments are made are classified as current investments. All other investments are classified as long–term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long–term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

x) RetirementandotherEmployeeBenefits

Pursuant to the Scheme of Arrangement and Demerger approved by the Hon’ble High Court of Bombay at Goa, all the Assets, Liabilities pertaining to Fertiliser Undertaking of Zuari Industries Limited as on 1st July, 2011 have been transferred to the Company at their book values and accordingly Retirement and other benefits of employees of Fertiliser undertaking have been transferred to the Demerged entity.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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ZUARI HOLDINGS LIMITED

25

a) Provident Fund and Family Pension Fund

Retirement benefits in the form of Provident Fund is a defined benefit obligation and is provided for on the basis of actuarial valuation of projected unit credit method made at the end of each financial year. The difference between the actuarial valuation of the provident fund of employees at the year end and the balance of own managed fund is provided for as liability in the books in terms of the provisions under Employee Provident Fund and Miscellaneous Provisions Act, 1952. Family Pension Funds is a defined contribution scheme and the contributions are charged to the Statement of Profit and Loss of the year when the contribution to the funds is due.

b) Gratuity

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. The Company has taken an insurance policy under the Group Gratuity Scheme with the Life Insurance Corporation of India (LIC) to cover the gratuity liability of the employees and amount paid/payable in respect of the present value of liability for past services as determined on actuarial valuation is charged to the Statement of Profit & Loss every year.

c) LeaveEncashment

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as Short term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date

The Company treats accumulated leave expected to be carried forward beyond twelve months as long term employee benefit for measurement purpose. Such long term compensated absences are provided for based on actuarial valuation using the projected unit credit method at the year end.

The Company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer the settlement for 12 months after the reporting date.

d) SuperannuationandContributoryPensionFund

The Company has approved Superannuation Fund and Contributory Pension Fund which are defined contribution schemes and the contributions paid to Life Insurance Corporation of India (LIC) against the insurance policy taken with them are charged to the Statement of Profit & Loss each year. The Company does not have any other obligation other than contributions paid to LIC.

e) Actuarial gains/losses related to gratuity, long term compensated absences and provident fund in form of defined obligation plan are immediately taken to the Statement of Profit and Loss and are not deferred.

xi) Foreigncurrencytransactions

a) Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

b) Conversion

Foreign currency monetary items are reported using the closing rate. Non–monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non–monetary items which are carried at fair value or other similar valuation denominated in a foreign currency, are reported using the exchange rates that existed when the values were determined.

c) ExchangeDifferences

Exchange differences arising on the settlement of monetary items or on reporting Company‘s monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise.

d) ForwardExchangeContractsnotintendedfortradingorspeculationpurposes

The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognised as income or as expense for the year.

xii) RevenueRecognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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26

Revenue from sale of goods, including concession in respect of Urea, DAP, MOP and Complex Fertilisers receivable from the Government of India under the New Pricing Scheme/Concession Scheme, is recognized when the significant risk and rewards of ownership of the goods have passed to the customers. The Company collects sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the Company. Hence, they are excluded from revenue. Excise Duty deducted from turnover (gross) is the amount that is included in the amount of turnover (gross) and not the entire amount of liability assessed during the year.

Concessions in respect of Urea as notified under the New Pricing Scheme is recognized with adjustments for escalation/de–escalation in the prices of inputs and other adjustments as estimated by the management in accordance with the known policy parameters in this regard.

Subsidy for Phosphatic and Potassic (P&K) fertilisers are recognized as per rates notified by the Government of India in accordance with Nutrient Based Subsidy Policy from time to time.

Uniform freight subsidy on Urea, Complex fertilisers, Imported DAP and MOP has been accounted for in accordance with the parameters and notified rates.

Interest Income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

Insurance claims are accounted for to the extent the Company is reasonably certain of their ultimate collection.

Dividend is recognized when the shareholders’ right to receive payment is established by the balance sheet date.

xiii) Borrowingcosts

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized to the extent they relate to the period till such assets are capitalized to the extent they relate to the period till such assets are ready to be put to use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognised as an expense in the year in which they are incurred.

xiv) OperatingLeases

Where the Company is the lessee

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of Profit and Loss on a straight–line basis over the lease term.

xv) AccountingforTaxes

Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961. Deferred income taxes reflect the impact of timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. In situations where the Company has carry forward of unabsorbed depreciation and tax losses, deferred tax assets are recognised only if there is virtual certainty supported by convincing evidence that such deferred tax assets can be realised against future taxable profits. Unrecognised deferred tax assets of earlier years are re–assessed at each balance sheet date and recognised to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realised.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The writes–down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realised. Any such write–down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

xvi) Provisions

A provision is recognised when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimates required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and are adjusted to reflect the current best estimates.

xvii)EarningsperShare

Basic Earnings per Share (EPS) is calculated by dividing the net profit or loss for the year attributable to the equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

F-47

ZUARI HOLDINGS LIMITED

27

For the purpose of calculating diluted earnings per share, net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive Potential Equity Shares.

xviii)DerivativeInstruments

The Company uses derivative financial instruments such as forward exchange contracts to hedge its risk associated with foreign currency fluctuations. Accounting policy for forward exchange contracts is given in note (xi) above.

xix) CashandCashequivalents

Cash and cash equivalents in the cash flow statement comprises cash at bank and in hand and short term investments with an original maturity periods of three months or less.

xx) Governmentgrantsandsubsidies

Grants and subsidies from the government are recognized when there is reasonable assurance that the grant/subsidy will be received and all attaching conditions will be complied with.

When the grant or subsidy relates to an expenses item, it is recognised as income over the periods necessary to match them on a systematic basis to the costs, which it is intended to compensate.

Where the grant or subsidy relates to an asset, its value is deducted from the gross value of the asset concerned in arriving at the carrying amount of the related asset.

xxi) ContingentLiabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non–occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

xxii)MeasurementofEBIDTA

As permitted by the guidance note on the Revised Schedule VI to the Companies Act, 1956, the Company has elected to present earnings before interest, tax, depreciation and amortization (EBIDTA) as a separate line item on the face of Statement of Profit and Loss. The Company measures EBIDTA on the basis of Profit/(Loss) from continuing operation, In its measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense.

––––––––––––––––––––––––––––––––This space has been intentionally left blank –––––––––––––––––––––––––––––––––––

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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28

3. Share Capital

PARTICULARS31stMarch2012

` In Lacs 31st March 2011

` In Lacs

Authorised:

4,20,58,006 (31st March 2011:: 20,00,000) Equity Shares of ` 10/ – Each 4,205.80 200.00

4,205.80 200.00

Issued

1,26,17,402 (31st March 2011:: 20,00,000) Equity Shares of ` 10/ – Each Fully paid 1,261.74 200.00

Subscribed and Paid –up

1,26,17,402 (31st March 2011:: 20,00,000) Equity Shares of ` 10/ – Each Fully paid 1,261.74 200.00

Total 1,261.74 200.00

Equity Share suspense account 2,944.06 –

Total 4,205.80 200.00

Equity Share suspense represents 2,94,40,604 Equity Shares of ̀ 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 (Refer Note. 40)

a. ReconciliationofSharesOutstandingatthebeginningandendofthereportingyear

PARTICULARS31stMarch2012 31st March 2011

in Numbers ` in lacs in Numbers ` in lacs

EquityShares

At the beginning of the year 2,000,000 200.00 2,000,000 200.00

Issued during the year 10,617,402 1,061.74 – –

Outstanding at the end of the year 12,617,402 1,261.74 2,000,000 200.00

EquityShareSuspenseAccount 29,440,604 2,944.06

b. Terms/RightsAttachedtoequityShares

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 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 2012, the amount of per share dividend recognised for distribution to equity share holders was ` 3/ –, subject to approval of shareholders (31st March 2011:: Nil)

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. Sharesheldbyholdingcompanyandassociates

Out of equity shares issued by the Company, shares held by its holding company and associates is as below:

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In Lacs

Zuari Industries Limited, the associate (Previous year holding Company)* 84,11,601 (31st March 2011:: 20,00,000 equity shares of ` 10/ – fully paid)

841.16 200.00

* As of 31st March 2012, Company is an associate of Zuari Industries Limited

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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ZUARI HOLDINGS LIMITED

29

d. DetailsofShareholdersholdingmorethan5%ofequitysharesintheCompany (withoutconsideringequitysharestobeissuedaspertheSchemeofArrangementandDemerger(ReferNote40c)

NameofShareholder31stMarch2012 31st March 2011

No.ofShares held

%Holding inClass

No. of Shares held

% Holding in Class

Zuari Industries Limited 8,411,601 66.67 2,000,000 100.00 Zuari Management Services Limited 4,205,801 33.33 – – Total 12,617,402 2,000,000

As per records of the Company including its register of share holders/members and other declarations received from share holders regarding beneficial interest, the above share holding represents both legal and beneficial ownership of shares.

4. Reserves and Surplus

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In Lacs

Business Restructuring Reserve [arising on 1st July,2011, being the difference of assets over liabilities on the transfer/vesting of the ”Fertiliser Undertaking” as per the Scheme of Arrangement and Demerger in terms of Order of Hon’ble High Court of Bombay at Goa (Refer Note. 40)]

65,404.84 –

65,404.84 – General ReserveBalance as per last financial statements Add: Amount transferred from surplus balance in the statement of profit and loss

– 5,000.00

– –

Closing Balance 5,000.00 – Surplus/(deficit)inthestatementofprofitandloss Balance as per last financial statements (2.97) (2.69)Net Profit/(loss) for the year 10,317.71 (0.28)

Less : Appropriations

Proposed final equity dividends of ` 3/ – Per Equity Share (31st March 2011:: Nil)

Tax on proposed equity dividend

Transfer to general reserve

Total appropriations

1,261.74 – 204.68 –

5,000.00 –

6,466.42 – Net surplus/(deficit) in the statement of profit and loss 3,848.32 (2.97)Total reserves and surplus 74,253.16 (2.97)

5. Deferred tax liabilities (Net)

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsDeferredtaxliabilitiesFixed assets Impact of difference between tax depreciation and depreciation/amortisation charged for the financial reporting

2,875.10 –

Grossdeferredtaxliabilities 2,875.10 –DeferredtaxassetsProvision for doubtful debts 15.35 – Expenses allowable in Income tax on payment basis and deposition of Statutory dues 1,365.33 – Gross deferred tax assets 1,380.68 – Net deferred tax liabilities 1,494.42 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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6. Other Liabilities

PARTICULARS

NonCurrent Current

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

Trade payables (Including acceptance) (refer note.38 for details of dues to Micro and Small Enterprises)

– – 74,610.48 0.30

– – 74,610.48 0.30

OtherLiabilities

Trade deposits – dealers 4,781.15 – – –

Interest accrued but not due on loans and deposits – – 1,624.24 –

Advances from dealers and others – – 390.87 –

Payables towards capital goods – – 261.39 –

Statutory and other obligations – – 3,371.16 –

4,781.15 – 5,647.66 –

Total 4,781.15 – 80,258.14 0.30

7. Provisions

PARTICULARS

Long –term Short–term

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

Provisionforemployeebenefits

Gratuity (funded)[Refer note 37(A)] – – 81.92 –

Providend fund [Refer note 37(B)] – – 54.38 –

Leave encashment (unfunded) – – 2,784.54 –

– – 2,920.84 –

Othersprovisions

Provision for current tax (net of advance tax) – – 784.43 –

Provision for wealth tax – – 50.00 –

Provision for proposed equity dividend – – 1,261.74 –

Provision for tax on proposed equity dividend – – 204.68 –

– – 2,300.85 –

Total – – 5,221.69 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

F-51

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31

8. Short term borrowings

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsFrom BanksSecureda. Buyers credit

(The rate of Interest on buyers credit varies between 1.00% – 3.50%) and are repayable over a period of 180 – 360 days 2,64,001.77 –

2,64,001.77 – Unsecureda. Term loan

11.50% loan from Indian Overseas Bank (Repayable in three equal monthly instalments commencing at the end of 7th, 8th and 9th Month from the date of first availment, viz., 14th January 2012)

32,500.00 –

32,500.00 –Total 2,96,501.77 –

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.

9. Tangible assets (` in lacs)

Particulars Freehold

Land Buildings

Railway Siding

Plant & machinery

Furniture & fixtures

Office equipment

Vehicles Total

Cost

As at 31.03.2011 – – – – – – – –

Additions 141.48 313.21 – 451.97 63.48 55.99 100.86 1,126.99

Disposals – 3.78 – 445.12 3.48 7.26 41.16 500.80

Addition: Due to De–Merger Scheme (Refer note No.40) 93.52 2,070.51 1,500.59 41,149.33 423.91 1,447.20 641.78 47,326.84

As at 31.03.2012 235.00 2,379.94 1,500.59 41,156.18 483.91 1,495.93 701.48 47,953.03

Depreciation

As at 31.03.2011 – – – – – – – –

Charge for the year – 41.03 53.80 1,381.70 47.62 89.38 49.01 1,662.54

Deductions – 1.86 – 341.00 2.24 2.42 24.25 371.77

Addition: Due to De–Merger Scheme (Refer note No.40) – 1,081.38 919.86 24,387.48 283.43 880.37 143.39 27,695.91

As at 31.03.2012 – 1,120.55 973.66 25,428.18 328.81 967.33 168.15 28,986.68

Net block

As at 31.03.2012 235.00 1,259.39 526.93 15,728.00 155.10 528.60 533.33 18,966.35

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

F-52

32

9(a). Intangible assets(` in lacs)

Particulars Software Total

Gross block

Asat31.03.2011 – –

Purchase – –

Deductions – –

Addition: Due to De–Merger Scheme (Refer note No. 40) 785.91 785.91

Asat31.03.2012 785.91 785.91

Amortization

Asat31.03.2011 – –

Charge for the year 139.12 139.12

Deductions – –

Addition: Due to De–Merger Scheme (Refer note No. 40) 573.02 573.02

Asat31.03.2012 712.14 712.14

Net block

Asat31.03.2012 73.77 73.77

10. Non –Current Investments

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In Lacs

Trade Investments (valued at cost, unless otherwise stated)

Unquoted

Investment in subsidiaries

1,41,74,162 (31st March 2011:: nil ) Equity Shares of `10/ – each fully Paid up of Zuari Seeds Limited 1,417.60 –

50,000 (31st March 2011:: nil) Equity Shares of `10/ – each fully paid up of Zuari Fertilisers and chemicals Limited

5.00 –

Investment in Joint Ventures

17,98,16,178(31st March 2011:: nil) Equity shares of `10/ – each fully Paid up of Zuari Maroc Phosphates Limited

17981.62 –

34,57,501 (31st March 2011:: nil) Equity shares of `10/ – each fully Paid up of Zuari Rotem Speciality Fertilisers Limited

345.75 –

Total 19,749.97 –

Aggregate Amount of un Quoted Investments 19,749.97 –

Total 19,749.97 –

(a) In order to commence and strengthen the Fertiliser Business the Company has invested in the equity shares of Zuari Seeds Limited, Zuari Fertilisers and Chemicals Limited, Zuari Maroc Phosphates Limited and Zuari Rotem Speciality Fertilisers Limited. The investments were purchased at book value from Zuari Industries Limited, the Holding Company in the month of May and June 2011.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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ZUARI HOLDINGS LIMITED

33

(b) The Company has invested a sum of ̀ 1,417.60 lacs in the equity shares of Zuari Seeds Limited. Further, the Company has receivables of ̀ 1711.79 lacs by way of trade advances. The Company has 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 entire net worth. However, the said subsidiary Company has not incurred cash loss during the current year and immediately preceeding financial year. The above Investment being in the nature of long term strategic investment and also in view of the projected profitable operations of the above company, management is of the view that the provision for diminution in the value of this investments is not required to be made there against.

(c) The Company has invested in the equity shares of Zuari Rotem Speciality Fertilisers Limited. The lock –in period of the equity share is five years. The Company cannot sell, transfer or in any other way dispose off its shares or interest during the lock –in period with out the prior written consent of the joint venturer. After the lock –in period the Company may transfer its shares only after the other joint venturer has been granted the right of first refusal.

11. Loans and Advances

PARTICULARS

NonCurrent Current

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

Capitaladvances

Unsecured, considered good 1,156.20 – – –

1,156.20 – – –

Security deposits

Unsecured, considered good 357.06 – 80.24 –

357.06 – 80.24 –

Loansandadvancestorelatedparties(ReferNo.34)

Unsecured, considered good 7,904.89 – 4,195.49 –

7,904.89 – 4,195.49 –

AdvancesrecoverableinCashorKind

Unsecured, considered good – – 6,531.13 –

– – 6,531.13 –

OtherLoansandAdvances

Secured, considered good

Loans to Employees (secured) 142.19 – 46.23 –

Unsecured, considered good

Loans to Employees 257.51 – 67.03 –

Prepaid expenses – – 148.01 –

VAT credit receivable – – 72.82 –

Balances with Customs, Port Trust and Excise Authorities – – 0.60 –

399.70 – 334.69 –

Total 9,817.85 – 11,141.55 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

F-54

34

12. Other Assets

PARTICULARS

NonCurrent Current

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

Interest Accrued on Loans, Advances and Deposits – – 31.40 –

Interest receivable from subsidiaries on loans – – 136.61 –

Interest receivable from customers – – 147.92 –

Interest Accrued on Loans to employees 130.55 – 19.78 –

Unamortised Premium on Forward Contracts* – – 3,923.57 –

130.55 – 4,259.28 –

Non Current bank balances (note 15) 0.85 – – –

0.85 – – –

Total 131.40 – 4,259.28 –

* The Unamortised Foreign Exchange Premium on Outstanding Forward Exchange Contracts is being carried forward to be charged to the statement of Profit and Loss of subsequent year

13. Inventories (valued at lower of cost and net realisable value)

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In Lacs

Raw materials [includes material in transit ` 4,167.81 lacs

(31st March 2011 :: ` Nil) and includes material lying with others ` 83.86 lacs

(31st March 2011 :: ` Nil)]

27,308.59 –

Packing materials [includes material lying with others ` 49.42 lacs(31st March 2011:: ` Nil)]

479.48 –

Work –in –progress 1,355.70 –

Finished goods 10,853.06 –

Traded goods [includes material in transit ` Nil and incluldes material lying with others 714.01 lacs (31st March 2011 :: ` Nil)]

22,350.99 –

Fuel Oil 4,937.87 –

Stores and spares 4,879.20 –

Total 72,164.89 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

F-55

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35

14. Trade receivables

PARTICULARS

Current

31stMarch2012` In Lacs

31st March 2011 ` In Lacs

Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Secured, considered good 1.02 –

Unsecured, considered good [(including subsidy receivable ` 10,551.53 (31st March, 2011:: ` Nil)]

10,556.02 –

Unsecured, considered doubtful 47.31 –

10,604.35 –

Less: Provision for doubtful debts 47.31

(A) 10,557.04 –

Otherreceivables

Secured, considered good 4,209.82 –

Unsecured, considered good (including subsidy receivable ` 2,01,488.91 (31st March, 2011:: ` Nil)

2,80,431.18 –

(B) 2,84,641.00 –

Total 2,95,198.04 –

15. Cash and bank balances

PARTICULARS

NonCurrent Current

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

31stMarch2012

` In Lacs

31st March 2011

` In Lacs

Cashandcashequivalents

a. Balances with banks

– On Current accounts – – 23,229.42 14.73

– On Cash credit accounts – – 10,028.53 –

– On Deposits accounts with original maturity less than three months

– – – 2.60

b. Cash on hand – – 1.06 –

– – 33,259.01 17.33

Otherbankbalances

“Deposits with original maturity for more than 12 months” [(pledged with sales tax authorities ` 0.85 lac) 31st March 2011 :: ` Nil]

0.85 – – 180.00

Total 0.85 – – 180.00

Amount disclosed under non current assets (0.85) – – –

– – 33,259.01 197.33

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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16. Revenue from operations

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsRevenuefromoperationsSaleofproducts

Finished products 2,47,503.71 – Traded products 3,71,206.55 –

OtheroperatingrevenuesScrap Sales 135.97 –

Revenuefromoperations(gross) 6,18,846.23 – Less : Excise duty 758.50 – Revenue from operations (net) 6,18,087.73 –DetailsofproductssoldFinishedProductssold:Urea 1,13,765.97 –Complex fertilisers of the grades :

18:46:0 32,361.73 – 10:26:26 59,795.20 – 12:32:16 34,256.78 – 19:19:19 4,251.67 –

CO2 186.14 – SSP 2,886.22 – Total 2,47,503.71 – Traded Products sold:

MOP 53,923.97 – DAP 2,08,495.84 – SSP 888.31 – SOP 559.39 – Complex Fertilisers 98,954.08 – Sale of Phos Acid 1,984.53 – Seeds 730.21 – Speciality Fertilisers 5,670.22 –

Total 3,71,206.55 –

a. Sales of Finished Product and Traded Product include government subsidies. Subsidies include ` 809.10 lacs (31st March 2011 :: ` Nil) in respect of earlier years, notified during the year.

b. 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 naphtha based units (including the company) were required to take steps for conversion to natural gas / liquified natural gas by 31st March 2010. The Company has intiated 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.

c. 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.

d. Excise duty on sales amounting to ` 758.50 lacs (31 March 2011 : ` Nil) has been reduced from sales in statement of profit & loss and excise duty on increase / decrease in stock amounting to ` 1.22 lacs (31 March 2011 : ` Nil) has been considered as other income in financial statements.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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17. Other income

PARTICULARS 31stMarch2012 ` In Lacs

31st March 2011 ` In Lacs

Interest Income onBank deposits 535.73 0.19 Intercorporate loans 151.79 – Government of India Fertiliser Bonds 110.71 – Overdue debtors, employee loans etc. 567.55 –

Dividend Income onCurrent investments 916.98 –

Rent received 5.53 – Excess provision/unclaimed liabilities/unclaimed balances written back 16.93 – Reimbursement of loss on sale of Fertiliser Companies Government of India Special Bonds* 2,888.18 Other non –operating income 418.21 – Total 5,611.61 0.19

* In terms of the guidelines issued by the Government of India, Ministry of Chemicals & Fertilizers (MCF) dated 25th July, 2011 the Company had sold Fertiliser Companies Government of India Special Bond at price determined by Reserve Bank of India (RBI) resulting in a loss of ` 6,776.15 lacs. As per the guidelines, part of the loss incurred by the Company on sale of bond to RBI was to be compensated by Government. In terms of Office Memorandum dated 13th March 2012, the Government has agreed to reimburse 50% of losses incurred by the Company. However, there is a difference in the amount of losses as computed by the Company and as computed by Budget Department, Department of Economic Affairs in consultation with RBI. Pending final reconciliation certain portion of aforesaid loss, amounting to ` 2,888.18 lacs has been compensated to the Company vide Office Memorandum dated 13th March 2012 and 30th March, 2012.

18. Cost of raw materials consumed:

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsInventory transferred on Demerger from Zuari Industries Limited 28,999.68 – Add : Purchases 1,87,311.41 – Add : Transfer of Stock for captive consumption 3,142.79 – Less: Inventory at the end of the year 27,308.59 – Cost of raw materials consumed 1,92,145.29 – DetailsofrawmaterialsconsumedNaphtha 73,462.68 – Phosphoric acid 68,159.45 – Muriate of potash 29,035.69 – Ammonia 17,587.89 – Purchased urea 1,376.26 – Rock phosphate 1,370.23 – Other raw materials 1,153.09 – Total 1,92,145.29 – Detailsofinventory:RawmaterialsNaphtha 17,481.34 – Phosphoric acid 7,140.30 – Muriate of potash 892.71 – Ammonia 1,234.39 – Purchased urea 300.19 – Rock phosphate 44.59 – Other raw materials 215.07 – Total 27,308.59 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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19. Details of purchase of traded products :

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsTradedproductspurchasedetailsTraded fertilisers:

DAP 1,61,375.83 – MOP 55,528.26 – SSP 906.41 – SOP 892.98 – Complex Fertilisers 95,167.13 – Speciality Fertilisers 5,700.49 – Seeds 410.04 – Phosphoric Acid 1,859.58 –

Total 3,21,840.72 –

20. Decrease in inventories

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsInventoriesattheendoftheyearFinished products 10,853.05 – Traded products 22,350.99 – Work –in –progress 1,355.70 –

34,559.74 – InventoriesTransferedonDemergerfromZuariIndustriesLimitedFinished products 6,288.16 – Traded products 43,830.91 – Work –in –progress 2,104.03 – Less : Captive consumption (3,142.79) –

49,080.31 –Total 14,520.57 – DetailsofInventoryTraded Goods

DAP 1,086.45 – MOP 5,669.39 – SSP 23.08 – SOP 330.37 – Complex Fertilisers 10,686.44 – Speciality Fertilisers 4,014.25 – Seeds 541.01 –

22,350.99 – FinishedGoods

Urea 1,671.77 – 18:46:00 2,321.18 – 10:26:26 4,280.11 – 12:32:16 455.90 – 19:19:19 1,893.04 – Others 231.06 –

10,853.06 – Work in ProgressAmmonia 11.88 – Sweet Naphtha 1,343.82 –

1,355.70 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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21. Employee benefit expense

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsSalaries, wages and bonus 3,805.03 – Contribution to provident and other funds 531.64 – Gratuity (Refer Note No: 37) 81.93 – Staff welfare expenses 1,061.57 – Total 5,480.17 –

22. Other expenses

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsConsumption of packing materials 2,264.20 Stores and spares consumed 289.21 – Power, fuel and water 23,476.04 – Bagging and other contracting charges 2,761.59 – Outward freight and handling 24,986.75 – Rent 508.70 0.13 Lease rentals 96.77 – Rates and taxes 101.85 – Insurance 268.73 – Repairs and maintenanceBuildings 118.30 – Plant & machinery 2,850.21 – Others 507.78 Payment to statutory auditors (Refer details below) 31.69 0.33 Cash rebate 17.56 – Excise duty on Increase/(Decrease) on inventory 1.22 – Subsidy claims written off 44.78 – Sundry balances written off 10.87 – Loss on fixed assets sold/discarded (net) 122.00 – Premium on foreign exchange forward cover 6,085.23 Miscellaneous expenses 2,828.29 0.01 Total 67,371.77 0.47 Payments to statutory auditors asAs statutory auditorsAudit fees 15.34 0.33 Tax audit fee 4.49 – InothercapacityCertification fees, etc. 7.87 – Reimbursement of expenses 3.99 – Total 31.69 0.33

23. Depreciation and amortisation expense

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsDepreciation of tangible assets 1,662.54 – Amortization of intangible assets 139.12 – Total 1,801.66 –

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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24. Finance costs

PARTICULARS31stMarch2012

` In Lacs31st March 2011

` In LacsInterest expense [(including interest on income tax ` 147.02 lacs, (31st March 2011:: Nil)

3,910.94 –

Bank charges 1,602.63 – Total 5,513.57 –

25. Contingent liabilities not provided for:

ParticularsYear Ended

31stMarch2012 ` in Lacs

Year Ended 31st March 2011

` in Lacs

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 ` 21.28 lacs against the same which is appearing in the schedule of loans and advances)

42.56 –

ii) 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.

15.96 –

* 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 there against is considered necessary.

26. Estimated amount of contracts remaining to be executed not provided for

ParticularsYear Ended

31stMarch2012 ` in Lacs

Year Ended 31st March 2011

` in Lacs

Estimated amount of contracts remaining to be executed on capital account not provided for 5,264.04 –

27. Value of imports on CIF basis are in respect of

ParticularsYear Ended

31stMarch2012 ` in Lacs

Year Ended 31st March 2011

` in Lacs

Raw Materials 94,431.38 –

Spare Parts 555.17 –

Capital goods 17.23 –

Traded goods 2,80,671.34 –

28. (a) Imported and indigenous raw materials consumption

Particulars %Year Ended

31stMarch2012 ` in Lacs

%Year Ended

31st March 2011 ` in Lacs

Indigenously obtained 3.27% 6,287.06 – –

Imported 96.73% 1,85,858.23 – –

Total 100.00% 1,92,145.29 – –

(b) The Company has taken a view that “Stores and Spares” cover only such items as go directly into production, hence disclosure for indigenous and imported stores consumption is not disclosed.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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29. Expenditure in foreign currency (Accrual Basis):

ParticularsYear Ended

31stMarch2012 ` in Lacs

Year Ended 31st March 2011

` in Lacs

Travelling expenses 36.80 –

Professional fees 39.95 –

Interest expense 2,587.99 –

30. Aggregate amount of guarantees issued by the Banks to various government authorities and others are secured by a charge created by way of hypothecation ` 12,477.71 (Previous year ` Nil)

31. a) Net Foreign exchange variation charged to Statement of profit and loss

ParticularsYear Ended

31stMarch2012 ` in Lacs

Year Ended 31st March 2011

` in Lacs

Net Foreign exchange variation 15,484.36 –

b) Particulars of Foreign Currency Exposures:

i) Forward Contracts outstanding as at the Balance Sheet Date:

Details of derivatives 31.03.2012 31.03.2011 Purpose

Buy (Amount in USD) 57,70,13,319 NILTo hedge the purchases of raw materials

and traded goods and buyer credit

ii) Unhedged foreign currency exposures as at the Balance Sheet date:

Particulars 31.03.2012 31.03.2011Accrued Interest USD 15,04,680.00

INR (` in lacs) 769.74

Trade Payables USD 92,46,877 –INR (` in lacs) 4,730.38 –

Claims Receivable USD 18,67,016 –INR (` in lacs) 955.10 –Exchange Rate 1USD=51.1565INR –

32. Information in respect of Joint Ventures:(` in lacs)

Sr No ParticularsZuari Maroc Phosphates Limited

(Consolidated)Zuari Rotem Speciality Fertilizer

Limited

1 Proportion of ownership interest50% (w.e.f. 27/06/2011)

(Previous year NIL)50% (w.e.f. 31/05/2011)

(Previous year NIL)2 Country of incorporation India India3 Accounting period ended 31.03.12 31.03.11 31.03.12 31.03.114 Assets 1,69,880.66 – 1,404.40 –5 Liabilities 99,786.38 – 895.75 –6 Revenue 2,04,356.38 – 2,250.96 –7 Depreciation 935.96 – 32.12 –8 Other expenses 1,91,224.51 – 2,115.46 –9 Profit before tax 12,195.91 – 103.38 –

10 Contingent Liabilities 6,020.38 – 0.61 –11 Capital Commitments 2,625.585 – – –

The above details represent proportionate amount of the Company’s share in the Joint Ventures.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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33. Segmental Information

• Primary Segment

The Company is engaged in the manufacture, sale and trading of fertilisers and seeds which, in the context of Accounting Standard 17 (Segmental Information) notified by Companies (Accounting Standard) Rules, 2006 (as amended), is considered as the only business segment. Accordingly, no separate segmental information has been provided herein.

• 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.

34. Related Party disclosures under Accounting Standard – 18

A) The list of related parties as identified by the management are as under:

i) a) Holding Company

Zuari Industries Limited (up to 30th June 2011)

b) Fellow Subsidiaries

(1) Indian Furniture Products Limited (up to 30th June 2011 and thereafter as associate)

(2) Zuari Seeds Limited (up to 31st May, 2011)

(3) Simon India Limited (up to 30th June 2011 and thereafter as associate)

(4) Zuari Fertilisers & Chemicals Limited (up to 31st May, 2011)

(5) Zuari Management Services Limited (up to 30th June 2011 and thereafter as associate)

(6) Adventz Infraworld India Limited (up to 30th June 2011 and thereafter as associate)

(7) Gulbarga Cement Limited (up to 30th June 2011 and thereafter as associate)

(8) Globex Limited (up to 30th June 2011 and thereafter as associate)

(9) Zuari Investments Limited (up to 30th June 2011 and thereafter as associate)

(10) Zuari Insurance Brokers Limited – Subsidiary of Zuari Investments Limited (up to 30th June 2011 and thereafter as associate)

(11) Zuari Commodity Trading Limited – Subsidiary of Zuari Investments Limited (up to 30th June 2011 and thereafter as associate)

(12) Zuari Financial Services Limited – Subsidiary of Zuari Investments Limited (up to 30th June 2011 and thereafter as associate)

c) Enterprise having significant influence

Zuari Industries Limited

ii) Subsidiaries of the Company:

(1) Zuari Seeds Limited (with effect from 31/05/2011)

(2) Zuari Fertilisers & Chemicals Limited (with effect from 31/05/2011)

iii) Joint Ventures of the Company:

(1) Zuari Maroc Phosphates Limited (with effect from 27/06/2011)

(2) Paradeep Phosphates Ltd – Subsidiary of Zuari Maroc Phosphates Limited

(3) Zuari Rotem Speciality Fertilisers Limited (with effect from 31/05/2011)

––––––––––––––––––––––––––––––––This space has been intentionally left blank –––––––––––––––––––––––––––––––––––

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2012 Contd.....

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B. RelatedPartyTransactionAsPerAccountingStandard18ForZuariHoldingsLimited

Followingtransactionswerecarriedoutwithrelatedpartiesintheordinarycourseofbusiness.(` In Lacs)

Sl. No.

Transaction details

Period ended 31st March 2012 Year ended 31st March 2011

Subsi- diaries

Joint Ventures

Holding Company

Enterprises having

Significant Influence

Fellow Subsi- diaries

Key manage-

ment personnel

Subsi- diaries

Joint Ventures

Asso- ciates

Fellow Subsi- diaries

Key manage-

ment personnel

1 Payment made on their behalf

- Zuari Seeds Limited 0.66 - - - - - - - - -

- Zuari Management Services Limited - - - 1.93 - - - - - -

- Zuari Maroc Phosphates Limited - 1.87 - - - - - - - -

- Paradeep Phospahtes Limited - 38.87 - - - - - - - -

- Adventz Infraworld India Limited - - - 3.62 - - - - - -

- Zuari Rotem Speciality Fertilisers Limited - 80.89 - - - - - - - -

- Zuari Fertilisers & Chemicals Ltd 14.18 - - - - - - - - -

- Zuari Indian Oiltanking Limited - - 51.01 - - - - - - -

2 Payment made on our behalf

- Paradeep Phosphates Limited - 23.12 - - - - - - - -

- Zuari Seeds Limited 20.24 - - - - - - - - -

- Zuari Fertilisers & Chemicals Ltd 32.81 - - - - - - - - -

- Zuari Industries Limited - - 39.42 - - 0.05 - - - -

3 Purchase of Investments

- Zuari Industries Limited - -

19,745.36 - - - - - - -

4 Service charges paid

- Zuari Indian Oiltanking Limited - - 115.32 - - - - - - -

- Zuari Investment Limited - - - 0.20 - - - - - -

5 Inter-corporate Deposits / loans given

- Zuari Fertilisers & Chemicals Ltd 2,250.00 - - - - - - - - -

6 Receipt of Inter-corporate Deposits / loans

- Zuari Industries limited - - 19,100.00 - - - - - - - -

7 Repayment of Inter-corporate Deposits / loans

- Zuari Industries limited - - 18.00 - - - - - - - -

8 Purchase of finished goods

- Zuari Seeds Limited 410.04 - - - - - - - - -

- Zuari Rotem Speciality Fertilisers Limited - 4,335.54 - - - - - - - -

9 Interest Paid

- Zuari Industries Limited 29.05 - - - - - - - - -

10 Interest Received

- Zuari Fertilisers & Chemicals Ltd 151.79 - - - - - - - - -

- Zuari Rotem Speciality Fertilisers Ltd - 58.71 - - - - - - - - -

11 Management Fees

- Zuari Seeds Limited 32.26 - - - - - - - - -

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44

C. BalanceOutstandingForThePeriod31stMarch2012ForZuariHoldingsLimited` in lacs

Sl. No.

Transaction details

Period ended 31st March 2012 Year ended 31st March 2011

Subsi- diaries

Joint Ventures

Holding Company

Enterprises having

Significant Influence

Fellow Subsi- diaries

Key manage-

ment personnel

Subsi- diaries

Joint Ventures

Asso- ciates

Fellow Subsi- diaries

Key manage-

ment personnel

1 Loan/ ICD Given

- Zuari Fertilisers & Chemicals Ltd 6,750.00 - - - - - - - - -

2 As Trade Payables

- Zuari Maroc Phosphates Limited - 18.80 - - - - - - - -

- Zuari Indian Oiltanking Limited - 18.91

- Zuari Rotem Speciality Fertilisers Limited - 120.43 - - - - - - - -

3 As Advances Recoverable

- Zuari Fertilisers & Chemicals Ltd 104.93 - - - - - - - - -

- Paradeep Phosphates Limited - 19.11 - - - - - - -

- Zuari Rotem Speciality Fertilisers Limited - - - - - - - -

- Zuari Maroc Phosphates Limited - - - - - - - - - -

- Zuari Seeds Limited 1,771.47 - - - - - - - - -

- Zuari Industries Limited - - - 3,454.88 - - - - - - -

4 Interest on ICD/Loan

- Zuari Fertilisers & Chemicals Ltd 136.61 - - - - - - - - -

35. Earnings Per Share (EPS):

ParticularsYear Ended

31stMarch2012 ` in Lacs

Year Ended 31st March 2011

` in Lacs

Profit after taxation as per Profit and Loss account (` in lacs) 10,317.71 (0.28)

Number of shares used in computing earnings per share – Basic and Diluted* 3,33,16,619 20,00,000

Earnings per share – Basic and diluted (in Rupees) 30.97 (0.01)

Face value per share (in Rupees) 10.00 10.00

* including 2,94,40,604 equity shares appearing under Equity Suspense account.

36. 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 Company for public purpose. The Company has filed as 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.

37. 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 statement of profit & loss and the funded status and amounts recognized in the balance sheet.

F-65

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45

Statement of Profit and Loss Net employee benefit expense (recognized in Employee Cost) for the year ended 31st March, 2012

(` in Lacs)

Particulars 2011–12 2010 – 11

Current Service Cost 185.28 –

Expected return on plan assets (75.63) –

Net actuarial (gain)/loss recognized in the year (27.72) –

Net benefit expense 81.93 –

Balance sheetDetailsofprovisionforgratuitybenefitsasat31stMarch,2012:

(` in Lacs)

Particulars 2011–12 2010–11

Defined benefit obligation 2,287.93 –

Fair value of plan assets 2,206.00 –

Plan asset/(liability) (81.93) –

Experience (gain)/loss on obligation (71.70) –

Experience gain/(loss) on plan assets – –

Changesinthepresentvalueofthedefinedbenefitobligationfortheyearended31stMarch,2012areasfollows:(` in Lacs)

Particulars 2011–12 2010 – 11

Current service cost 185.28 –

Benefits paid (159.66) –

Past service cost( Transfer in) 2290.03* –

Actuarial (gain)/loss on obligation (27.72) –

Closing defined benefit obligation 2287.93 –

*Past service cost transfer in on Demerger

Changesinthefairvalueofplanassetsareasfollows:(` in Lacs)

Particulars 2011–12 2010 – 11

Expected return 75.63 –

Benefits paid (159.66) –

Past service cost (Transfer in) 2,290.03*

Closing fair value of plan assets 2206.00 –

The Company expects to contribute ` 81.93 lacs (Previous year NIL) towards gratuity during the year 2012–13.

*Past service cost transfer in on Demerger

Themajorcategoriesofplanassetsasapercentageofthefairvalueoftotalplanassetsareasfollows:

Particulars 2011–12 2010–11

Investment with insurer (Life Insurance Corporation of India) 100% –

The overall expected rate of return is determined based on the market prices prevailing at that date, applicable to the period over which the obligation is to be settled. These rates are different from the actual rate of return during the current year.

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46

TheprincipalassumptionsusedindetermininggratuityobligationfortheCompany’splansareshownbelow:

Particulars 2011–12 2010–11

Discount Rate 8.00% –

Expected rate of return on assets 9.45% –

Increase in Compensation cost 10.00% –

Employee turnover 0.50% –

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 first 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 for the one year.

B) Provident Fund

Pursuant to the Scheme of Arrangement and Demerger, Provident Fund Trust of Zuari Industries Limited, is being 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. During the current financial year, actuarial valuation of Provident Fund was carried out in accordance with the guidance note issued by Actuary Society of India and provided ` 54.38 lacs Provident fund liability in the books of accounts. There was no requirement of actuarial valuation carried out till last year since there were no employees in the last year. In view of this, comparable figures for earlier years have not been given.

(` in lacs)

Particulars 2011–12 2010–11

Contribution to Provident Fund 282.92 –

The detail of Fund plan asset position as at 31st March, 2012 is given below

Particulars Amounts (` in lacs)

Plan assets at fair value 9,199.05

Present value of defined benefit obligation 9,253.43

Deficit in fund (54.38)

C) Defined Contribution Plan

(` in lacs)

Particulars 2011–12 2010–11

Contribution to Superannuation Fund 144.02 –

Contribution to Contributory pension fund 100.75 –

Total 244.77 –

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38. DisclosureasperSection22of“TheMicro,SmallandMediumEnterprisesDevelopmentAct,2006”.

(` in lacs)

S.No. Particulars 2011–12 2010–11

i) The principal amount and the interest due thereon remaining unpaid to any supplier:

– Principal amount Nil Nil

– Interest thereon 0.24 Nil

ii) the amount of interest paid by the buyer in terms of section 18, along with the amounts of the payment made to the supplier beyond the appointed day.

Nil Nil

iii) the amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this Act

Nil Nil

iv) the amount of interest accrued and remaining unpaid 0.24 Nil

v) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small investor

Nil Nil

39. The Company has obtained office premises, apartment and warehouses on operating leases for the period ranging from 2–6 yea` 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 profit & loss for the year are ` 508.70 lacs (31 March 2011:: ` NIL).

40. Demerger

a. Pursuant to the Scheme of Arrangement and Demerger (“The Scheme”) between Zuari Industries Ltd. and Zuari Holding Ltd. approved by the Hon’ble High Court of Bombay at Goa, on March 2, 2012, all the Assets, Liabilities pertaining to Fertiliser Undertaking as on 1st July, 2011 of Zuari Industries Limited have been transferred to the Company at their book values and accordingly the surplus of Assets over the Liabilities of the Fertiliser undertaking so Demerged, resulted in creation of Business Restructuring Reserve of ` 65,404.84 lacs in terms of the Order of the Hon’ble High Court of Bombay at Goa. The said reserve be treated as free reserve and may be restricted and not utilized for declaration of dividend by the Company. The said order has been filed with the Registrar of Company on March 21, 2012.

b. The summary of the assets and liabilities transferred from Zuari Industries Limited as on July 1, 2011 is as below:

(` in lacs)

Particulars Amount

Fixed Assets (Net) 21,410.02

Current Assets , Loans and advances 2,35,545.04

2,56,955.06

Less: Current Liabilities and Provisions 83,938.44

Less: Loans and Borrowings (Secured and unsecured) 1,03,143.66

Less: Deferred Tax liabilities 1,524.06

1,88,606.16

Net Transfer 68,348.90

Equity Share Suspense 2,944.06

Business Restructuring Reserve 65,404.84

F-68

48

c. Pursuant to the Scheme, the Company has since issued 2,94,40,604 Equity Shares of ` 10/– each aggregating to ` 2944.06 lacs to the existing shareholders of the Zuari Industries Limited, in the ratio of 1 fully paid up Equity Share of ` 10/– each of Zuari Holdings Limited for each share of ` 10/– each held in Zuari Industries Limited. However, pending allotment at the year end, this amount is carried as Equity Share Capital Suspense.

d. The results of the Company for the current year ended 31st March, 2012 are after giving effect to the Scheme, whereby the Fertiliser Undertaking of Zuari Industries Limited have been Demerged into the Company with appointed date of 1st July, 2011 and accordingly its previous year’s figures are not comparable with current year.

e. As per the Scheme, during the period between the Appointed date and the Effective date, Zuari Industries Limited deemed to have carried on the Fertiliser Undertaking in “trust” on behalf of the Company. Further all profits or incomes earned and losses and expenses incurred for Fertiliser Undertaking, shall for all purpose, be deemed to be profits or income or expenditure or losses of the Company.

f. The title deeds for immovable properties, licenses, agreements, loan documents etc. of the Company are in the process of being transfer in the name of Zuari Holdings Limited.

41. 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 the year.

42. Department of Fertilizer, Government of India has issued an Office Memorandum dated July 11, 2011 where by subsidy rate applicable on closing stock of Finished Goods, Traded Goods and Raw Materials as on 31st March 2011 has been revised to subsidy rates applicable for the financial year 2010–11 as per the Nutrient Based subsidy policy. Accordingly the Company has adjusted its subsidy income for the current year by ` 474.19 lacs, to give impact of above mopping up adjustment.

43. During the year, there was a fire incident on the cross country petroleum pipeline owned by Terminalling service providers. Arising from this, the pipeline had to be closed down on security and consequently repairs and recertification needs. Due to consequent safety related issues, the Mormugao Port Trust authorities had also stopped clearance of other raw materials for Phosphatic and Potassic Fertilisers. These events caused disruption of 63 days in Urea Production and 20 days in Phosphatic and Potassic Fertilisers production. The pipeline was subsequently repaired, recertified and re–commissioned on 19 October 2011 and clearance from Mormagao Port Trust authorities for berthing of vessel was received on 1 October 2011. Operations currently are normal.

44. Till the year ended 31 March 2011, the Company was using pre–revised Schedule VI to the Companies Act 1956, for preparation and presentation of its financial statements. During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the Company. The Company has reclassified previous year figures to conform to this years’ classification. Except accounting for dividend on investments in subsidiaries, the adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet. Previous year’s figures have been regrouped / recasted, wherever necessary to confirm to this year’s classification.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

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AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF ZUARI HOLDINGS LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENTS OF ZUARI HOLDINGS LIMITED, ITS SUBSIDIARIES AND JOINT VENTURES1. We have audited the attached consolidated balance sheet of Zuari Holdings Limited (the “Company”), its subsidiaries and joint

ventures (collectively, the “Zuari Holdings Group”) as at March 31, 2012, the consolidated statement of profit and loss and the consolidated cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Zuari Holdings Group’s management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of one subsidiary of the Zuari Holdings Group, whose financial statements reflect total assets of ` 6,834.67 lacs as at March 31, 2012, total revenues of ` 85.72 lacs and cash flows amounting to ` (245.21) lacs for the year then ended. The financial statements and other financial information of this subsidiary has been audited by other auditors, whose report has been furnished to us and our opinion is based solely on the reports of the other auditors.

4. Based on our audit and on consideration of report of other auditors on separate financial statements and on other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements of the Zuari Holdings Group give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Zuari Holdings Group as at March 31, 2012;

b) in the case of the Consolidated Statement of Profit and Loss, of the profit of the Zuari Holdings Group for the year then ended; and

c) in the case of the Consolidated Cash Flow Statement, of the cash flows of the Zuari Holdings Group for the year then ended.

As per our report of even date

For S. R. BATLIBOI & CO. Firm’s Regn. No.: 301003E Chartered Accountants

Per Anil Gupta Partner Membership No. : 87921

Place : Gurgaon Date : 9th May, 2012

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Consolidated Balance Sheet as at 31st March 2012 Notes 31st March 2012 ` in Lacs

I. EQUITY AND LIABILITIESShareholders’ funds(a) Share capital 3 4,205.80 (b) Reserves and surplus 4 97,741.80

1,01,947.60 Minority interest 5 10,147.66 Non-current liabilities(a) Long term borrowings 6 822.75 (b) Deferred tax liabilities 7 1,566.93 (c) Other long term liabilities 8 4,951.10 (d) Long term provisions 9 222.70

7,563.48 Current liabilities(a) Short-term borrowings 10 3,53,882.55 (b) Trade payables 8 1,04,747.55 (c) Other current liabilities 8 16,080.84 (d) Short term provisions 9 10,364.60

4,85,075.54 Total 6,04,734.28

II. ASSETSNon-current assets

(a) Goodwill on consolidation (Refer note. 29 (a)) 1,832.98 (b) Fixed assets

i) Tangible assets 11.1 32,006.52 ii) Intangible assets 11.2 697.60 iii) Capital work-in-progress 5,026.96

(c) Deferred tax assets 7 1,378.03 (d) Long term loans and advances 12 10,541.28 (e) Other non-current assets 13 140.67

51,624.04 Current assets(a) Current investments 14 80.98 (b) Inventories 15 1,07,685.70 (c) Trade receivables 16 3,74,433.48 (d) Cash and bank balances 17 33,824.45 (e) Short term loans and advances 12 12,028.52 (f) Other current assets 13 25,057.11

5,53,110.24 Total 6,04,734.28

Summary of significant accounting policies 2.1 The accompanying notes are an integral part of the financial statements. As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

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Consolidated Statement of Profit and Loss for the year ended 31st March, 2012 Notes 31st March 2012

` in Lacs

I. Income

(a) Revenue from operations (gross) 18 8,23,631.01 Less: excise duty 18 1,504.63

(b) Revenue from operations (net) 8,22,126.38 (c) Other income 19 9,340.32

Total Revenue 8,31,466.70

II Expenses

(a) Cost of raw material consumed 20 2,98,551.32 (b) Purchase of traded goods 21 3,91,839.70

(c) Decrease in inventories of finished goods, work-in-progress and traded goods 22 4,436.79

(d) Employee benefits expense 23 8,726.28 (e) Other expenses 24 89,512.66

Total 793,066.75 III Earnings before interest, tax, depreciation and amortization (EBITDA) (I) - (II) 38,399.95

(a) Depreciation and amortization expense 25 2,863.98 (b) Finance costs 26 8,791.05

IV Profit/(loss) before tax 26,744.92 V Tax expenses

(a) Current income tax 8,915.68 (b) MAT credit entitlement (6.16)(c) Deferred tax (225.38)(d) Income tax expenses of earlier years 0.58

VI Total tax expense 8,684.73 VII Profit for the year (III-IV) 18,060.20 VIII Less: Share of minority interest in profits 1,618.43 IX Net Profit attributable to shareholders of Zuari Holdings Limited 16,441.77

Earning per Share Basic : Earnings per equity share (nominal value of share ` 10/-) 30 49.35

Diluted : Earnings per equity share (nominal value of share ` 10/-) 49.35

Summary of significant accounting policies 2.1

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

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ZUARI HOLDINGS LIMITED

Consolidated Cash Flow Statement for the year ended 31 March 2012

PARTICULARSYear ended

31st March,2012 (` in lacs)

A. CASH FLOW FROM OPERATING ACTIVITIES:

Profit before tax 26,744.92

Adjustment for :

Depreciation /amortisation 2,863.98

Diminution in the value of Fertiliser Companies’ Government of India Special Bonds 222.61

Loss on fixed assets sold/discarded (net) 154.62

Bad debts written off 1.09

Provision for doubtful debts, claims and advances 72.60

Unrealized foreign exchange fluctuation loss 1,484.92

Excess provision/unclaimed liabilities/unclaimed balances written back (365.63)

Interest expense 6,937.02

Interest income (3,012.66)

Dividend income (1,214.34)

7,144.21

Operating Profit before Working Capital Changes 33,889.13

Changes in working Capital :

Inventories 13,884.46

Sundry debtors (2,56,731.03)

Other assets 15,827.31

Loans & advances (8,302.07)

Current liabilities & provisions 16,820.63

(2,18,500.70)

Cash (used) in Operations (1,84,611.57)

Direct Tax Paid ( net of refunds) (7,558.06)

Net cash flow (used) in Operating Activities (A) (1,92,169.63)

B. CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of fixed assets (6,391.99)

Proceeds from sale of fixed assets 40.43

Proceeds from sale of current investments 3,95,318.52

Proceeds from sale of non current investments 2.65

Purchase of non current investment in subsidiaries and joint ventures* (19,749.96)

Purchase of current investments (3,86,840.97)

Dividend received 1,214.34

Interest received 3,187.84

Redemption/ maturity of bank deposits (having original maturity of more than three months) 180.23

Loans given to Bodies Corporates (2,000.00)

Net cash flow (used in) Investing Activities (B) (15,038.91)

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PARTICULARSYear ended

31st March,2012 (` in lacs)

C. CASH FLOW FROM FINANCING ACTIVITIES:

Proceeds from Issuance of Share Capital 1,061.74

Repayment of long term borrowing (4,065.25)

Proceeds from buyers credit 3,14,919.59

Repayment of buyers credit (1,13,353.35)

Proceeds from short term borrowings 43,256.20

Interest paid (5,395.76)

Net cash flow from in financing activities ( C ) 2,36,423.17

NET INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) 29,214.63

CASH AND CASH EQUIVALENTS (OPENING) 17.33

Add : Transfer from Demerged Fertilizer Business of ZIL 1,479.90

Add : Transfer of Cash and Cash Equivalents of subsidiaries and joint venture Companies 3,062.59

CASH AND CASH EQUIVALENTS (CLOSING) (Refer below) 33,774.45

CASH AND CASH EQUIVALENTSas at

31st March,2012 (` in lacs)

Cash in hand 2.23

with banks -on current account 23,739.02

with banks -on cash credit account 10,032.30

on deposit account 0.90

Cash and Cash Equivalents 33,774.45

Pursuant to the scheme of arrangement and demerger, all the assets and liabilities pertaining to fertilizer undertaking as on 1st July, 2011 have been transferred to Zuari Holdings Limited at the book value, the said demerger is considered as cash neutral for the purpose of cash flow.

* Includes purchase of investments in subsidiaries, happenned through cash and cash equivalent.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12

1. Basis for preparation of accounts

The Consolidated Financial Statements relate to Zuari Holdings Limited (hereinafter referred to as the “Company”) and its subsidiary companies and joint venture companies (collectively hereinafter referred to as the “Zuari Holdings Group”). These financial statements have been prepared to comply in all material respects with the Notified Accounting Standards by Companies(Accounting Standard) Rules, 2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis. The accounting policies have been consistently applied by the Group.

2 Summary of Significant Accounting Policies

I) Presentation and disclosure of financial statements

During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act 1956 has become applicable to the Company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However it has significant impact on presentation and disclosures made in the financial statements.

Basis of classification of Current and Non Current

Assets and liabilities in the balance sheet have been classified as either current or non-current based upon the requirements of revised Schedule VI notified under the Companies Act 1956.

An asset has been classified as current if (a) it is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle ; or (b) it is held primarily for the purpose of being traded; or (c) it is expected to be realized within twelve months after the reporting date; or (d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date. All other assets have been classified as non-current.

A liability has been classified as current when (a) it is expected to be settled in the Company’s normal operating cycle; or (b) it is held primarily for the purpose of being traded; or (c) it is due to be settled within twelve months after the reporting date; or (d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date. All other liabilities have been classified as non-current.

An operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents.

II) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles (Indian GAAP) requires management to make estimates and assumptions that affect the reported amounts, expenses, assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

III) Principles of Consolidation

In the preparation of these Consolidated Financial Statements, investments in Subsidiaries, and Joint Venture entities have been accounted for in accordance with AS 21(Accounting for Consolidated Financial Statements), and AS –27 (Financial Reporting of Interests in Joint Ventures) respectively “notified under the Companies (Accounting Standards) Rules, 2006” (as amended). The Consolidated Financial Statements have been prepared on the following basis-

i. Subsidiary companies have been consolidated on a line-by-line basis by adding together the book values of the like items of assets, liabilities, income and expenses, after eliminating all significant intra-group balances and intra-group transactions and also unrealized profits or losses.

ii. Interests in the assets, liabilities, income and expenses of the Joint Ventures have been consolidated using proportionate consolidation method. For the purpose of proportionate consolidation, consolidated financial statements of the Joint Ventures and their subsidiaries have been used. Intra group balances, transactions and unrealized profits/losses have been eliminated to the extent of the Group’s proportionate share.

iii. The difference of the cost to the Company of its investment in Subsidiaries and Joint Ventures over its proportionate share in the equity of the investee company as at the date of acquisition of stake is recognized in the financial statements as Goodwill or Capital Reserve, as the case may be.

iv. Minorities’ interest in net profit of consolidated subsidiaries for the year has been identified and adjusted against the income in order to arrive at the net income attributable to the shareholders of the Company. Their share of net assets has been identified and presented in the Consolidated Balance Sheet separately. Where accumulated losses attributable to the minorities are in excess of their equity, in the absence of the contractual obligation on the minorities, the same have been accounted for by the holding company.

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v. As far as possible, the consolidated financial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances and are presented, to the extent possible, in the same manner as the Company’s stand alone financial statements. Differences in accounting policies have been disclosed separately.

vi. The financial statements of the group entities used for the purpose of consolidation are drawn up to same reporting date as that of the Company i.e. year ended March 31, 2012.

IV. Tangible Assets

Fixed assets are stated at cost less accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use.

Machinery spares which are specific to a particular item of fixed asset and whose use is expected to be irregular are capitalized as fixed assets.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of profit and loss for the period during which such expenses are incurred.

V. Intangibles

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in an amalgamation in the nature of purchase is their fair value as at the date of amalgamation. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the Statement of profit and loss in the year in which the expenditure is incurred. Intangible representing computer software are amortized using the Straight Line Method over the estimated useful lives of three years.

In case of a subsidiary company, expenditure incurred on development of new products as covered under AS-26 for which future economic benefits will flow over a period of time is amortized, over the estimated useful life of the asset or 5 years whichever is earlier, from the time the new product starts providing economic benefit.

In case of a subsidiary company, Goodwill is amortized over a period of twenty years, subject to available surplus for the year before amortization of goodwill, based on the order of Hon’ble High Court of Bombay at Panaji (Goa).

VI. Depreciation

i. Depreciation on Fixed Assets (except to the extent stated in para (ii) to (vii) below) is provided using the Straight Line Method as per the useful lives of the fixed assets as estimated by the management which are equal to the corresponding rates prescribed under Schedule XIV to the Companies Act, 1956. For this purpose, a major portion of the plant has been considered as continuous process plant.

ii. In case of the Parent Company,a subsidiary company, subsidiary of a joint venture and a joint venture entity, keeping in view the rapid technological advancement and high rate of obsolescence, the useful life of computer hardware and peripherals is considered as three years.

iii. Premium paid on acquisition of Leasehold Land is being amortized over the period of the respective leases.

iv. Leasehold Improvements are being depreciated over the respective primary lease periods or useful lives of the assets, whichever is shorter.

v. Machinery Spares are depreciated prospectively over the estimated remaining useful lives of the respective mother assets.

vi. Fixed assets whose value is less than ` 5,000/- are depreciated fully in the year of purchase.

vii. In respect of a subsidiary,depreciation on office equipments is provided @ 33.33% on straight line method as per the useful lives of the assets estimated by the management.

VII. Goodwill

Goodwill represents the difference between the Group’s share in the net worth of the investee company and the cost of acquisition at each point of time of making the investment. For this purpose, the Group’s share of net worth of the investee company is determined on the basis of the latest financial statements of that company available at the date of acquisition, after making necessary adjustments for material events between the date of such financial statements and the date of respective acquisition.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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VIII. Impairment

The carrying amounts of Tangible and Intangible fixed assets are reviewed at each balance sheet date if there is any indication of impairment based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-discount rate that reflects current market assessment of the time value of money and rates specific to the asset.After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life.

IX. Inventories

Inventories are valued at the lower of Cost and Net Realizable Value (except to the extent stated in (ii) below). The Cost for this purpose is determined as follows:

a) Stores and Spares,Fuel Oil, Raw Materials and Packing Materials: Moving weighted average method (except in respect of a joint venture company, where it is determined on weighted average method)

b) Work-in-process: Material cost on Moving weighted average method(except in respect of a joint venture company, where it is determined on weighted average method)and appropriate manufacturing overheads based on normal operating capacity

c) Finished goods (manufactured): Material cost on Moving weighted average Method (except in respect of a joint venture company, where it is determined on weighted average method) and appropriate manufacturing overheads based on normal operating capacity including Excise Duty

d) Finished goods (traded): Moving weighted average method (except in respect of a joint venture company, where it is determined on weighted average method)

e) Materials and other items held for use in the production of inventories are not written down below cost if the finished products in which they will be incorporated are expected to be sold at or above cost.

Net Realizable Value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.

ii) In respect of subsidiary of a joint venture, inventory of waste product lying at various warehouses other than factory are valued at net realizable value.

X. Investments

Investments that are readily realisable and intended to be held for not more than a year from the date of which such investments are made are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at cost. However, provision for diminution in value is made to recognize a decline other than temporary in the value of the investments.

XI. Retirement and other Employee Benefits

Pursuant to the Scheme of Arrangement and Demerger approved by the Hon’ble High Court of Bombay at Goa, all the Assets and Liabilities pertaining to Fertiliser undertaking of Zuari Industries Limited as on 1st July, 2011 have been transferred to Parent Company at their book values and accordingly Retirement and other benefits of employees of Fertiliser undertaking have been transferred to Demerged entity.

i. Provident fund and pension fund

Retirement benefits in case of the Parent Company, in the form of Provident Fund is a defined benefit obligation and is provided for on the basis of actuarial valuation of projected unit credit method made at the end of each financial year. The difference between the actuarial valuation of the provident fund of employees at the year end and balance of own managed fund is provided for as liability in the books in terms of the provisions under the provisions under Employee Provident Fund and Miscellaneous Provisions Act, 1952. In case of other entities in the Zuari Holdings Group, Provident Fund and Family Pension funds is a defined contribution scheme and contributions are charged to the Statement of profit and loss of the year when the contribution to fund is due.

ii. Gratuity

In respect of the Group, retirement benefit in the form of gratuity is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year except in case of a subsidiary company and a Joint Venture Company where it is provided for on actual computation basis.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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The Parent Company, a subsidiary and a subsidiary of joint venture have taken insurance policy under the group Gratuity scheme with the Life Insurance Corporation of India (LIC) to cover the gratuity liability of the employees and the amount paid/ payable in respect of present value of liability of past services as determined on actuarial valuation is charged to the Statement of profit & loss every year.

iii. In respect of a subsidiary of a joint venture, post employment medical benefit is a defined benefit obligation which is provided for based on actuarial valuation on projected unit credit method made at the end of each financial year.

iv. Leave Encashment

Accumulated leave, which is expected to be utilised within the next 12 months, is treated as short-term employees benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Zuari Holdings Group treats accumulated leave expected to be carried forward beyond twelve months as long term employee benefit for measurement purpose. Such long term compensated absences are provided for based on actuarial valuation using the projected unit credit method at the year end. The Zuari Holdings Group presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer the settlement for 12 months after the reporting date.

v. Superannuation, Contributory Pension Fund and Death Benevolent Fund

The Parent Company, a subsidiary company and a subsidiary of the joint venture have an approved Superannuation Fund and Contributory Pension Fund which are defined contribution schemes and the contributions paid to Life Insurance Corporation of India (LIC) against the insurance policy taken with them is charged to the Statement of profit & loss each year. These entities do not have any other obligation other than contributions made to the LIC.

One of the subsidiary of joint venture company also has a Death Benevolent Fund which is a defined contribution scheme and the contribution paid to the Fund is charged to the Statement of profit and loss each year. The Company does not have any other obligation other than contribution made to this Fund.

vi. Actuarial gains/losses related to the gratuity, long term compensated absences and provident fund in form of defined obligation plan are immediately taken to the Statement of profit and loss and are not deferred.

XII. Foreign Currency Transactions

i. Initial recognition:

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.

ii. Conversion :

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

iii. Exchange Differences:

Exchange differences arising on the settlement of monetary items or on reporting Group’s monetary items at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise.

iv. Forward Exchange Contracts not intended for trading or speculation purposes:

The premium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life of the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.

XIII. Government Grants and subsidies

In case of the Parent Company and a joint venture, grants and subsidies from the government are recognized when there is a reasonable assurance that the grant or subsidy will be received and all attaching conditions will be complied with.

When the grant or subsidy relates to an expense item, it is recognized as income over the periods necessary to match them on a systematic basis to the costs, which it is intended to compensate.

Where the grant or subsidy relates to an asset, its value is deducted from the gross value of the asset concerned in arriving at the carrying amount of the asset.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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XIV. Leases

Operating Lease

Where the Company is the lessee:

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating leases. Operating lease payments are recognized as an expense in the Statement of profit and loss on a straight-line basis over the lease term.

XV. Accounting for taxes

Tax expense comprises current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961. Deferred income taxes reflect the impact of timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. In situations where the company (within the Zuari Holdings Group), has carry forward of unabsorbed depreciation and tax losses, deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence that such deferred tax assets can be realized against future taxable profits. Unrecognized deferred tax assets of earlier years are re-assessed at each balance sheet date and recognized to the extent that it has become reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which such deferred tax assets can be realized.

The carrying amount of deferred tax assets are reviewed at each balance sheet date. The company (within the Zuari Holdings Group), writes-down the carrying amount of a deferred tax asset to the extent that it is no longer reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available against which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be available.

MAT Credit is recognized as an asset only when and to the extent there is convincing evidence that the company (within the Zuari Holdings Group) will pay normal income tax during the specified period. In the year in which the Minimum Alternate Tax (MAT) credit becomes eligible to be recognized as an asset in accordance with the recommendations contained in Guidance Note issued by Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of profit and loss and shown as MAT Credit Entitlement. The company (within the Zuari Holdings Group) reviews the same at each balance sheet date and writes down the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effect that company (within the Zuari Holdings Group) will pay normal income tax during the specified period

XVI. Revenue Recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

i. Revenue from sale of goods, including concession in respect of Urea, Di-ammonium Phosphate (DAP), Muriate of Potash (MOP) and Complex Fertilisers receivable from the Government of India under the New Pricing Scheme /Concession Scheme, is recognized when the significant risk and rewards of ownership of the goods have passed to the customers.The Company collects sales taxes and value added taxes (VAT) on behalf of the government and, therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue. Excise Duty deducted from turnover (gross) is the amount that is included in the amount of turnover (gross) and not the entire amount of liability assessed during the year.

Concessions in respect of Urea as notified under the New Pricing Scheme is recognized with adjustments for escalation/de-escalation in the prices of inputs and other adjustments as estimated by the management in accordance with the known policy parameters in this regard.

Subsidy for Phosphatic and Potassic (P&K) fertilizers are recognized as per the rates notified by the Government of India in accordance with Nutrient Based Subsidy Policy from time to time.

Uniform freight subsidy on Urea, Complex fertilizers, Imported DAP & MOP has been accounted for in accordance with the parameters and notified rates.

ii. Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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iii. Insurance claim is accounted for to the extent the Group is reasonably certain of their ultimate collection.

iv. Dividend is recognized when the shareholders’ right to receive payment is established by the reporting date.

XVII. Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange difference arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest costs.

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized to the extent they relate to the period till such assets are ready to be put to use. A qualifying asset is an asset that necessarily takes substantial period of time to get ready for its intended use. Other borrowing costs are recognized as an expense in the period in which they are incurred.

XVIII. Provision

A provision is recognized when an enterprise has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to their present value and are determined based on best estimates required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

XIX. Earnings per Share

Basic Earnings per Share (EPS) is calculated by dividing the net profit or loss for the year attributable to the equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive Potential Equity Shares.

XX. Derivative Instruments

Some of the entities within the Group use derivative financial instruments such as forward exchange contracts to hedge their risk associated with foreign currency fluctuations. Accounting policy for forward exchange contracts is given in note (XII) above.

XXI. Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A Contingent liability also arises in extremely rare cases where there is liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements.

XXII. Cash and Cash Equivalents

`Cash and cash equivalents’ in the cash flow statement comprises cash at bank and in hand and short term investments with original maturity periods of three months or less.

XXIII. Measurement of EBIDTA

As permitted by the guidance note on the Revised Schedule VI to the Companies Act, 1956, the Company has elected to present earnings before interest, tax, depreciation and amortization (EBIDTA) as a separate line item on the face of Statement of profit and loss. The Company measures EBIDTA on the basis of Profit/(Loss) from continuing operation, In its measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense.

--------------------------------This space has been intentionally left blank -----------------------------

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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3. Share Capital

PARTICULARSYear ended

31st March,2012 (` in lacs)

Authorised :

4,20,58,006 (31st March 2011:: 20,00,000) Equity Shares of `10/– Each 4,205.80

4,205.80

Issued

1,26,17,402 (31st March 2011:: 20,00,000) Equity Shares of `10/– Each Fully paid 1,261.74

Subscribed and Paid–up

1,26,17,402 (31st March 2011:: 20,00,000) Equity Shares of `10/– Each Fully paid 1,261.74

Total 1,261.74

Equity Share suspense account 2,944.06

Total 4,205.80

Equity Share suspense represents 2,94,40,604 Equity Shares of `10/– each to be issued consequent to the Scheme of Arrangement and Demerger becoming Operational from effective date, pending allotment (Refer note 46)

a. Reconcilation of shares outstanding at the beginning and end of the reporting year

Equity Shares31st Mar 2012

in Numbers ` in lacs

At the beginning of the year 2,000,000 200.00

Issued during the year 10,617,402 1,061.74

Outstanding at the end of the year 12,617,402 1,261.74

Equity share suspense account 29,440,604 2,944.06

b. Terms/Rights attached to equity Shares The parent 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 pays dividends 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 2012, the amount of per share dividend recognised as distribution by the parent company to equity shareholders was ` 3.00/–

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. Shares held by the Holding Company and Associates Out of the equity shares issued by the parent company, shares held by its holding company and associate is as below:

Name of Shareholder 31st Mar 2012

Zuari Industries Limited, the associate company (Previous year holding company)* 84,11,601 (31st March 2011:: 20,00,000 equity shares of ` 10/– each fully paid) 841.16

* As of 31st March 2012, the parent company is an associate of Zuari Industries Limited)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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d. Details of Shareholders holding more than 5% of shares in the Company (without considering equity shares to be issued as per the Scheme of Arrangement and Demerger (Refer note. 46)

Name of ShareholderAs at 31 March 2012

No. of Shares held % Holding in Class

Zuari Industries Limited 8,411,601 66.67

Zuari Management Services Limited 4,205,801 33.33

Total 12,617,402 100.00

As per records of the Parent Company including its register of share holders/members and other declarations received from share holders regarding beneficial interest, the above share holding represents both legal and beneficial ownership of shares.

4. Reserves and Surplus

PARTICULARS As at 31 March 2012 ` in Lacs

Capital Reserve (Arising on Consolidation, Refer Note No. 29 (b)) 17,364.59

Closing Balance 17,364.59

Business Restructuring Reserve 65,404.84

(arising on 1st July,2011 being the difference of assets over liabilities on the transfer/vesting of the “Fertiliser Undertaking” as per the Scheme of Arrangement and Demerger in terms of Order of Hon’ble High Court of Bombay (Refer note 46)

Closing Balance 65,404.84

General Reserve

Balance as per last financial statements –

Add: Amount transferred from surplus balance in the statement of profit and loss 5,000.00

Closing Balance 5,000.00

Surplus / (deficit) in the statement of profit and loss

Balance as per last financial statements (2.97)

Net Profit for the year 16,441.77

Less : Appropriations

Proposed final equity dividends of ` 3/– Per Equity Share 1,261.74

Tax on proposed equity dividend 204.69

Transfer to general reserve 5,000.00

Total appropriations 6,466.42

Net surplus in the statement of profit and loss 9,972.37

Total Reserves and Surplus 97,741.80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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5. Minority Interest

Name of the Company As at 31 March 2012 ` in Lacs

Paradeep Phosphates Ltd.

% Share of Minority 19.55%

Share in Equity 5,624.45

Share in the Reserves 4,523.21

Total 10,147.66

6. Long Term Borrowings

PARTICULARSAs at 31 March 2012

Non Currnet Current Maturities

Indian Rupee Term Loan from Banks 822.75 2,966.30

Less : Amount disclosed under the head Other Current Liabilities – 2,966.30

Net Amount 822.75 –

1. Out of the above, Loan of ` 820.00 lacs (including Current Maturities ` 310 lacs) is taken at an Interest rate of BPLR Plus 1%. The loan is repayable in 10 half yearly instalments alongwith interest, from the date of loan, viz., 7 April 2010. The loan is secured by equitable mortgage of land, hypothecation of stock in trade, book debt, plant and machinery and vehicles, both present and future of Zuari Seeds Limited. The loan is also secured by corporate guarantee provided by Zuari Industries Limited.

2. An India rupee loan of ` 469.05 lacs (including Current Maturities ` 156.30 Lacs) has been availed from Corporation Bank and carries floating interest rate at Corporation Bank Benchmark Advance Rate (COBAR) minus 2.25%. The loan is repayable in 54 monthly instalments starting from October 2010.

The loan is secured by first charge against the factory land and building, plant and machinery, movable assets of the project and a negative lien on the assets of Zuari Rotem Speciality Fertilisers Limited.

3. The Balance India rupee loan of ` 2,500 lacs (including Current Maturities of ` 2,500.00 lacs) refers to Loan taken from Syndicate Bank at an Interest Rate of 9% and Repayable in 8 quarterly instalments of ` 625 Lakhs commencing from 30th June 2011. The loan is Secured by way of charge against tangible fixed assets to be created out of the loan and exclusive second charge on other fixed assets of Paradeep Phosphates Limited.

7. Deferred tax liabilities (Net)

PARTICULARS As at 31 March 2012

Deferred tax liabilities

Fixed assets Impact of difference between tax depreciation and depreciation/amortisation charged for the financial reporting 4,573.35

Gross deferred tax liabilities 4,573.35

Deferred tax assets

Provision for fertiliser companies government of india bonds 837.07

Provision for doubtful debts 164.62

Expenses allowable in Income tax on payment basis and deposition of Statutory dues 3,382.76

Gross deferred tax assets 4,384.45

Net deferred tax liabilities/(assets)* 188.90

*After netting off deferred tax assets in respect of some of the entities aggregating to ` 1,378.03 lacs

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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8. Other Liabilities

PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

Trade payables (Including acceptance) (refer note no. 48 for details of dues to Micro and Small Enterprises) – 1,04,747.55

– 1,04,747.55

Other Liabilities

Trade deposits – dealers 4,941.73 384.57

Current maturities of long term borrowings – 2,966.30

Interest accrued but not due on loans and deposits – 1,711.75

Interest accrued and due on borrowings – 4.98

Advances from dealers and others – 3,113.95

Temporary bank overdraft – 1.57

Payables towards capital goods – 900.58

Statutory dues and other obligations 9.37 6,997.14

4,951.10 16,080.84

Total 4,951.10 1,20,828.39

9. Provisions

PARTICULARSLong–term

31st March 2012 ` in lacs

Short–term 31st March 2012

` in lacs

Provision for employee benefits

Gratuity (Refer note no. 43 (i)) 3.85 101.38

Providend fund (Refer note no. 43 (iii) & (iv)) – 54.38

Post retirement medical benefits (Refer note no. 43 (ii)) 107.98 23.11

Leave encashment – 3,713.24

111.83 3,892.11

Others provisions

Provision for current income tax – 2,185.05

Provision for wealth tax – 50.00

Provision for proposed equity dividend – 1,261.74

Provision for tax on proposed equity dividend – 204.68

Provision for contractors 110.87 1.51

Others – 2,769.51

110.87 6,472.49

Total 222.70 10,364.60

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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a) The movement for “Provision – Contractors” during the year is as follows :–

PARTICULARS 31st March,2012

On acquisition of a joint venture (Paradeep Phosphates Limited) 105.53

Additions during the year 8.04

Amount used during the year (1.19)

Closing balance 112.38

b) The movement for “Provision – Others” during the year is as follows :–

On acquisition of a joint venture (Paradeep Phosphates Limited) 3,292.82

Additions during the year 230.53

Amount used during the year (496.45)

Unused amount reversed during the year (257.39)

Closing balance** 2,769.51

** Includes the following provisions

Ground rent 586.31

Port charges 1,564.17

Employees’ state insurance 129.98

Land compensation (including interest) 223.75

Provision for others 265.30

Total 2,769.51

10. Short term borrowings Secured – From Banks

a. Cash Credit 13,250.40

(The rate of Interest on Cash Credit varies between 11.50% – 14.25% and are repayable on demand)

b. Buyers Credit 2,72,147.75

(The rate of Interest on buyers credit varies between 1.00% – 3.50% and are repayable over a period of 180 – 360 days)

c. Short Term Loans 16,499.46

The Loan is taken at rate of Interest of 11 – 13% and repayable within 60 days from the date of Balance Sheet. In addition to first charge on the current assets of the company the loan is further secured by second charge on the fixed assets of the company

d. Others 19,484.94

The Loan is taken at rate of Interest of 11 – 13% and repayable within 6 Months from the date of Balance Sheet. The loan is secured by Government of India Fertiliser Bonds.

Secured Borrowings 3,21,382.55 Unsecured

a. Short term loan from banks

11.50% loan from Indian Overseas Bank (Repayable in three equal monthly instalments commencing at the end of 7th, 8th and 9th Month from the date of first availment, viz., 14th January 2012)

32,500.00

Unsecured Borrowings 32,500.00

Total 3,53,882.55

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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(a) The Buyers Credit of ` 8,145.99 lacs, Cash Credit of ` 12,545.40 lacs and Secured Short Term Loan of ` 16,499.46 lacs are secured by the first charge on the entire current assets and second charge (to be created) on fixed assets of the subsidiary (Paradeep Phosphates Limited) of the joint venture company both present and future, on pari passu basis.

(b) The Buyers Credit of ` 2,64,001.76 lacs are secured by the first charge by way of hypothecation on the current assets, both present and future, wherever situated pertaining to the Parent Company and the Parent Company’s present and future book debts outstanding, moneys receivable, claims, bills, contracts, engagements, rights and assets.

(c) In respect of a subsidiary (Zuari Seeds Limited), Cash Credit of ` 502.58 lacs from banks is secured by equitable mortgage of, land, hypothecation of stock in trade, book debt, plant and machinery and vehicles, both present and future. The cash credit is repayable on demand and carries interest of Base rate + 2.75 % to 4.75 % for the banks. The cash credit is also secured by corporate guarantee provided by Zuari Industries Limited.

(d) Cash credit ̀ 202.42 lacs is availed from Corporation Bank and carries floating rate of interest at Corporation Bank Benchmark Advance Rate (COBAR) plus 1.85%. is repayable on demand and is secured by hypothecation of inventory cum book debts and all current assets of a joint venture i.e. Zuari Rotem Speciality Fertilisers Limited.

11.1 Tangible assets

Freehold Land

Land (lease-hold)

Buildings Railway Sidings

Plant & machinery

Furniture & fixtures

Office equipment

Vehicles Total

Cost As at 31.03.2011

Addition: Due to De-Merger Scheme Refer note No. 60 b)

93.51 2,070.51 1,500.58 41,149.33 423.90 1,447.18 641.77 47,326.78

Addition on acquisition of Subsidiaries/Joint Ventures 250.63 46.45 11,207.19 441.20 28,591.59 317.60 458.29 216.44 41,529.39

Additions during the year 141.48 – 1,043.31 – 1,316.60 104.92 114.99 107.89 2,829.19

Disposals during the year – – 3.78 – 719.63 8.32 14.52 52.23 798.48

As at 31.03.2012 485.62 46.45 14,317.23 1,941.78 70,337.89 838.10 2,005.94 913.87 90,886.88

Depreciation As at 31.03.2011

Addition: Due to De-Merger Scheme (Refer note No. 60 b)

– – 1,081.38 919.86 24,387.48 283.43 880.37 143.39 27,695.91

Addition on acquisition of Subsidiaries/Joint Ventures – 10.96 5,517.32 401.31 22,664.15 175.15 326.20 80.91 29,176.00

Charge for the year – 2.37 292.99 54.71 2,008.31 64.84 134.79 63.87 2,621.88

Deductions during the year – - 1.86 - 571.23 4.00 7.53 28.81 613.43

As at 31.03.2012 – 13.33 6,889.83 1,375.88 48,488.71 519.42 1,333.83 259.36 58,880.36

Net block As at 31.03.2012 485.62 33.12 7,427.40 565.90 21,849.18 318.68 672.11 654.51 32,006.52

(1) In respect of a subsidiary of a joint venture (Paradeep Phosphates Limited), conveyance deed /patta have been executed for 2,104.05 acres (Zuari Holdings Group’s proportionate share 1,052.03 acres) against possession of 2,282.40 acres (Zuari Holdings Group’s proportionate share 1,141.20 acres of land owned by the entity.

(2) In respect of a subsidiary company (Zuari Seeds Limited), vehicles of the cost of ` 2.15 lacs (previous year ` 2.15 lacs) is held in the name of person other than the subsidiary company.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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11.2 Intangible assets (` in lacs)

Particulars Software Internally Generated

Asset

Goodwill (as per scheme of amalgamation)

Total

Gross block As at 31.03.2011

Addition: Due to De-Merger Scheme (Refer note No. 60 b) 785.91 – – 785.91

Addition on acquisition of Subsidiaries/Joint Ventures 312.00 283.04 576.57 1,171.61

Purchase/Generation 90.13 – – 90.13

Deductions – 10.00 – 10.00

As at 31.03.2012 1,188.04 273.04 576.57 2,037.65

Amortization As at 31.03.2011

Addition: Due to De-Merger Scheme (Refer note No. 60 b) 573.02 – – 573.02

Addition on acquisition of Subsidiaries/Joint Ventures 279.73 125.08 120.12 524.93

Charge for the year 172.91 45.17 24.02 242.10

Deductions – – – –

As at 31.03.2012 1,025.66 170.25 144.14 1,340.05

Net block As at 31.03.2012 162.38 102.79 432.43 697.60

In respect of a subsidiary company (Zuari Seeds Limited) goodwill, which arose on account of merger with Greentech Seeds International Pvt. Limited with the Company, has been amortized during the year, pursuant to the scheme of Amalgamation approved by the High Court of Bombay at Panaji (Goa). As per the order of the High Court of Bombay at Panaji (Goa), Goodwill needs to be amortized over a period of twenty years, without having regard to the Accounting Standard, subject to available surplus for the year before amortization of goodwill.

12. Loans and Advances

PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

(Considered good unless otherwise stated)

Capital advances

Unsecured, considered good

Related Parties 255.87

Others 5,660.07 –

5,915.94 –

Sales tax & entry tax deposits

Unsecured, considered good – 1,070.90

Doubtful 2.23 –

2.23 1,070.90

Less : Provision for Doubtful Advances 2.23 –

– 1,070.90

Security deposits

Unsecured, considered good 740.23 115.09

Doubtful 29.72 –

769.95 115.09

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

Less : Provision for Doubtful Advances 29.72 –

740.23 115.09

Loans and advances to related parties

Unsecured, considered good 3,454.89 24.74

3,454.89 24.74

Advances recoverable in cash or kind

Unsecured, considered good

Inter corporate deposits – 2,000.00

Others – 8,216.54

Doubtful 253.56 –

253.56 10,216.54

Less : Provision for Doubtful Advances 253.56 –

– 10,216.54

Other Loans and Advances

Secured, considered good

Loans to employees 142.19 46.24

Unsecured, considered good

Loans to employees 257.51 67.22

MAT credit entitement 30.52 –

Advance income tax (net of provision for income tax) – 11.70

Prepaid expenses – 399.91

VAT credit receivable – 72.82

Sales tax paid under protest – 1.57

Balances with customs, port trust, excise authorities and other government authorities – 1.79

430.22 601.25

10,541.28 12,028.52

One of the joint venture (Zuari Rotem Speciality Fertilisers Limited) has till date recognised ` 30.52 lacs as Minimum Alternate Tax (MAT) credit entitlement which represents that portion of the MAT Liability, the credit of which would be available based on the provision of Section 115 JAA of the Income tax Act, 1961. The management based on the future profitability projections and also profit earned during the year is confident that there would be sufficient taxable profits in future which will enable the joint venture to utilize the above MAT credit entitement.

13. Other Assets

PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

(Unsecured, considered good unless stated otherwise stated)

Interest accrued on GOI bonds, loans and advances and deposits – 525.20 Interest receivable form customers – 147.92 Interest Accrued on Loans to employees 130.55 19.78 Unamortised premium on forward contracts* – 4,214.92 Discarded fixed assets – 1.39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

130.55 4,909.21Fertilisers Companies Government of India Bonds (net of dimunition) – 20,147.90Non current bank balances (Note 17) 10.12 –

10.12 20,147.90Total 140.67 25,057.11

* The unamortised foreign exchange premium on outstanding forward exchange contracts is being carried forward to be charged to statement of profit and loss of subsequent year.

Details of gross value of Fertiliser Companies’ Government of India Special Bonds which are pledged as security towards borrowings are as follows :

PARTICULARS 31st March 2012 Rs In lacs

7.00% Fertiliser Companies’ Government of India Special Bonds 2022 13,448.50

6.20 % Fertiliser Companies’ Government of India Special Bonds 2022 2,571.28

6.65 % Fertiliser Companies’ Government of India Special Bonds 2023 7,271.25

Total 23,291.03

(represents proportionate share of the Zuari Holdings Group, in respect of the subsidiary of the joint venture) The afforsaid bonds have been valued at market rates published by Clearing Corporation of India Limited (CCIL).

14. Current Investments

PARTICULARS 31 March 2012 ` in lacs

(At Lower of Cost and Net Realisable Value) Investments in Mutual Funds (unquoted)

529,679.246 Units of Reliance Liquid Fund – Treasury Plan – Institutional Option – Daily Dividend 80.98

Total 80.98

Net asset value of unqouted current Investment 80.98

Total 80.98

15. Inventories (valued at lower of cost and net realisable value)

PARTICULARS 31 March 2012 ` in lacs

Raw materials (includes in transit ` 4,167.81 lacs and includes material lying with others ` 83.86 lacs) 41,389.35

Packing materials (includes material lying with others ` 49.42 lacs) 842.60

Work–in–progress 5,100.15

Finished goods (includes in transit ` 1,063.18 lacs) 15,970.50

Traded goods (includes in transit ` 9,077.81 and includes material lying with others ` 714.01 lacs) 32,782.59

Fuel oil 5,666.46

Stores and spares 5,932.94

Waste 1.11

Total 107,685.70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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16. Trade receivables

PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

Trade receivables outstanding for a period exceeding six months from the date they are due for payment

Secured, considered good – 14.20

Unsecured, considered good (including subsidy receivable ` 16,449.92 lacs) – 16,569.54

Unsecured, considered doubtful 171.81 99.95

171.81 16,683.69

Less: Provision for doubtful debts 171.81 99.95

(A) – 16,583.74

Other receivables

Secured considered good – 4,357.91

Unsecured, considered good (including subsidy receivable ` 253,263.78 lacs) – 353,491.83

(B) – 357,849.74

Total – 374,433.48

17. Cash and bank balances

PARTICULARSNon Current

31st March 2012 ` in lacs

Current 31st March 2012

` in lacs

Cash and cash equivalents

a. Balances with banks

– On Current accounts – 23,739.02

– On Cash credit accounts – 10,032.30

– On Deposits accounts with original maturity less than three months – 0.90

b. Cash on hand – 2.23

– 33,774.45

Other bank balances

Deposits with original Maturity more than 3 months but less then 12 Months – 50.00

Deposits with more than 12 months original maturity (pledged with sales tax authorities) 10.12 –

10.12 33,824.45

Amount disclosed under non current assets (10.12) –

Total – 33,824.45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-90

70

18. Revenue from operations

PARTICULARS 31 March 2012 ` in lacs

Sale of productsFinished products 3,83,765.54 Traded products 4,39,662.63

Other operating revenuesScrap Sales 202.84

Revenue from operations (gross) 8,23,631.01Less: Excise duty 1,504.63

Revenue from operations (net) 8,22,126.38Details of products soldFinished Products sold:

Urea 1,13,765.97 DAP 78,342.93 NPK 1,81,532.50 CO2 186.13 SSP 2,886.23 Speciality Fertilisers 2,032.22 Sulphuric Acid 193.37Seeds 3,824.40Gypsum 1,001.79

3,83,765.54 Traded Products sold:

MOP 66,233.90 DAP 2,45,040.38 NPK 1,18,119.08 SSP 888.31 SOP 559.39 Phos Acid 1,984.53 Pesticides 1,876.97 Seeds 320.17 Ammonia 842.33 Speciality Fertilisers 3,797.57

4,39,662.63 8,23,428.17

a. Sales of Finished Product and Traded Product include government subsidies. Subsidies include ` 2,094.75 lacs [including ` 1,285.65 lacs in respect of a subsidiary of a joint venture (Paradeep Phosphates Limited) being proportionate share of Zuari Holdings Group] in respect of earlier years, notified during the year.

b. 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 naphtha based units (including the Parent Company) were required to take steps for conversion to natural gas / liquified natural gas by 31st March 2010. The Company has intiated 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.

c. 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.

d. Excise duty on sales amounting to ` 1,504.63 lacs has been reduced from sales in statement of profit & loss and excise duty on increase / decrease in stock amounting to ̀ 15.26 lacs has been considered as (income) / expense in financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-91

ZUARI HOLDINGS LIMITED

71

19. Other income

PARTICULARS 31 March 2012 ` in lacs

Interest Income on

Bank deposits 561.91

Interest on Government of India Fertiliser Bonds 1,298.98

Intercorporate loans 60.16

Overdue debtors, employee loans etc. 1,091.60

Dividend Income on

Current investments 1,214.34

Rent Income 66.33

Reimbursement of loss on sale of Fertiliser Companies Government of India Special Fertiliser Bonds 4,162.79

Excess provisions/unclaimed liabilities/unclaimed balances written back 365.63

Other non–operating income 518.58

Total 9,340.32

In terms of the guidelines issued by the Government of India, Ministry of Chemicals & Fertilizers (MCF) dated 31st March 2011 and 25th July, 2011 the parent company and subsidiary of joint venture (Paradeep Phosphates Limited) had sold Fertiliser Companies Government of India Special Bond at price determined by Reserve Bank of India (RBI) resulting in a loss of ` 9,785.86 lacs including ` 3,009.71 lacs in respect of Paradeep Phosphates Limited (being proportionate share of Zuari Holdings Group). As per the guidelines, part of the loss incurred by these entities on sale of bond to RBI was to be compensated by Government. In terms of Office Memorandum dated 13th March 2012, the Government has agreed to reimburse 50% of losses incurred by these entities. However, there is a difference in the losses as computed by these entities and computed by budget department, Department of Economic Affairs in consultation with RBI. Pending final reconciliation certain portion of aforesaid loss amounting to ` 4,162.79 lacs has been compensated to these entities vide Office Memorandum dated 13th March 2012.

20. Cost of Raw Materials consumed:

PARTICULARS 31 March 2012 ` in lacs

Inventory transferred on demerger from Zuari Industries Limited and acquisition of subsidiaries/joint ventures 49,626.39

Add : Purchases 2,87,171.49

Add : Transfer of Stock of Finished goods for captive consumption 3,142.79

Less: Inventory at the end of the year 41,389.35

Cost of Raw Materials Consumed 2,98,551.32

Details of Raw Materials Consumed

PARTICULARS 31 March 2012 ` in lacs

Purchased urea 1,566.75

Naphtha 73,462.75

Phosphoric acid 96,307.92

Muriate of potash 35,563.93

Sulphuric acid 3,693.41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-92

72

PARTICULARS 31 March 2012 ` in lacs

Ammonia 41,625.06

Rock phosphate 33,245.38

Raw Seeds 1,270.99

Sulphur 9,501.42

Others 2,313.71

Total 2,98,551.32

Details of inventory: Raw Materials

PARTICULARS 31 March 2012 ` in lacs

Naphtha 17,481.34

Phosphoric acid 7,140.30

Muriate of potash 5,957.92

Ammonia 4,240.15

Purchased urea 320.25

Rock phosphate 2,736.69

Sulphur 2,181.13

Raw Seeds 846.42

Others 485.15

Total 41,389.35

21. Details of purchase of traded products:

PARTICULARS 31 March 2012 ` in lacs

Traded goods purchase details

Traded fertilisers :

DAP 1,98,929.55

MOP 70,971.61

SOP 892.98

Phosphoric Acid 1,859.57

SSP 906.41

Speciality Fertilisers 3,522.72

NPK 1,12,067.28

Ammonia 722.49

Pesticides 1,887.00

Others 80.09

Total 3,91,839.70

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-93

ZUARI HOLDINGS LIMITED

73

22. Decrease in inventories

PARTICULARS 31 March 2012 ` in lacs

Inventories at the end of the year

Finished products 15,970.50

Traded products 32,782.59

Work–in–progress 5,100.15

Waste 1.11

53,854.35

Inventory transferred on demerger from Zuari Industries Limited and acquisition of subsidiaries/joint ventures

Finished products 13,283.60

Traded products 43,837.65

Work–in–progress 4,312.68

Less: Captive consumption (3,142.79)

58,291.14

Total 4,436.79

Details of Inventory

Traded Goods

DAP and DAP Lite 7,172.43

MOP 9,844.68

SOP 330.37

SSP 23.08

NPK 11,135.03

Speciality Fertilisers 3,716.38

Seeds 368.24

Ammonia 56.04

Pesticides 136.34

32,782.59

Finished Goods

Urea 1,671.77

DAP 3,214.08

NPK 10,131.83

Seeds 720.19

Speciality Fertilisers 1.57

Others 231.06

15,970.50

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-94

74

Work in Progress

PARTICULARS 31 March 2012 ` in lacs

Ammonia 11.88

Sweet Naphtha 1,343.81

Seeds 219.84

Phosphoric Acid 2,963.94

Sulphuric Acid 560.68

5,100.15

Waste

Gypsum 1.11

1.11

23. Employee benefit expense

PARTICULARS 31 March 2012 ` in lacs

Salaries, wages and bonus 6,375.91

Contribution to provident and other funds (Refer Note: 43(iii) & (iv)) 741.71

Gratuity (Refer Note: 43(i)) 116.41

Post employment medical benefits (Refer Note: 43(ii)) 9.07

Staff welfare expenses 1,483.18

Total 8,726.28

24. Other expenses

PARTICULARS 31 March 2012 ` in lacs

31 March 2012 ` in lacs

Stores and spares consumed 532.53

Consumption of packing materials 4,224.49

Increase in excise duty and cess on stocks 15.26

Foundation seeds expenses 37.95

Power, fuel and water 27,653.53

Bagging and other contracting charges 3,612.71

Outward freight and handling 33,164.07

Rent 887.49

Lease rentals 96.77

Rates and taxes 152.13

Insurance 387.89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-95

ZUARI HOLDINGS LIMITED

75

PARTICULARS 31 March 2012 ` in lacs

31 March 2012 ` in lacs

Repairs and maintenance

Plant & machinery 4,885.04

Buildings 337.07

Others 651.09

5,873.20

Cash rebate 338.03

Subsidy claims written off 44.78

Sundry balances written off 10.87

Diminution in the value of Fertiliser Companies’ Government of India Bonds 222.61

Bad debts, claims and advances written off 29.33

Less: Adjusted against provision (28.24)

1.09

Provision for doubtful debts, claims and advances 72.60

Premium on foreign exchange forward cover 6,565.38

Loss on fixed assets sold/discarded (net) 154.62

Miscellaneous expenses 5,464.66

Total 89,512.66

25. Depreciation and amortisation expense

PARTICULARS 31 March 2012 ` in lacs

Depreciation of tangible assets 2,621.88

Amortization of intangible assets 242.10

Total 2,863.98

26. Finance costs

PARTICULARS 31 March 2012 ` in lacs

Interest expense (including interest on income tax ` 147.02 lacs) 6,937.02

Bank charges 1,854.03

Total 8,791.05

27. List of Subsidiaries and Joint Ventures considered for Consolidation:

a. Following Subsidiaries have been consolidated on line by line basis:

Name of the CompanyCountry of

IncorporationProportion of Ownership Interest

as at March 31, 2012

Zuari Seeds Limited (w.e.f May 31, 2011) India 100.00%

Zuari Fertilisers and Chemicals Limited (w.e.f May 31, 2011) India 100.00%

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-96

76

b. Following Joint Ventures have been consolidated on proportionate basis:

Name of the CompanyCountry of

IncorporationProportion of Ownership Interest

as at March 31, 2012

ZuariMaroc Phosphates Limited (consolidated including its 80.45%subsidiary – Paradeep Phosphates Limited) (w.e.f June 27, 2011)

India 50%

Zuari Rotem Speciality Fertilizers Limited (ZRSFL) (w.e.f May 31, 2011) India 50%

During the year, Zuari Holdings Group has acquired stake in Zuari Seeds Limited, Zuari Fertilisers and Chemicals Limited (resulting in these companies becoming 100% subsidiary of Zuari Holdings Limited) and, Zuari Maroc Phosphates Limited and Zuari Rotem Speciality Fertilisers Limited (resulting these companies becoming joint venture companies of Zuari Holdings Limited). The aforesaid acquisitions have effect of increase in assets and liabilities by ` 1,83,425.35lacs and ` 1,13,236.67lacs respectively and increase in results by ` 8,348.29 in Consolidated Financial Statements.

28. Contingent Liabilities (Not Provided For):(Rs in lacs)

Particulars

As at March 31, 2012

Parent company & its subsidiaries

*Joint ventures

I. Demands / Claims from Government Authorities **

(A) Demands from Sales Tax Authorities

i) Sales tax demand for the year 2007-08 in Uttar Pradesh Region was stayed by the Hon’ble Allahabad High Court. The matter is pending before the Appellate Authority for further hearing.

– 45.31

ii) Demand notice from Karnataka Sales Tax Authorities (VAT) for levying penalty on Professional tax for the years 2005-06 to 2008-09. The Parent Company has filed appeal before Joint Commissioner of Commercial Taxes (Appeals), Bangalore, against the same. (The Parent Company has deposited ` 21.28 lacs against the same which is appearing in the schedule of loans and advances.)

42.56 –

iii) Demand notice from Commercial Tax Department, towards non submission of “F Form” for the year 2007-08. The Parent Company has filed for stay in High Court of Andhra Pradesh. 15.96 –

iv) Orissa Sales Tax Authority demanded entry tax on sale of finished goods i.e. fertilizer. The matter was remanded to the original authority for fresh assessment by the Appellate Authority as fertilizer is a non scheduled goods under the Orissa Entry Tax Act. The matter is pending before the original authority for further hearing.

– 36.77

v) Branch transfers and export sales were disallowed and considered as inter state sales.(a) The matter was disposed of by the Additional Commissioner of Sales Tax (Appellate Authority) vide order dated 07.03.2012 by confirming the original demand of Assistant Commissioner of Sales tax. Paradeep Phosphates Limited has preferred an appeal before the Sales Tax Tribunal along with a stay application before the Commissioner of Commercial Taxes. The Commissioner of Commercial Taxes vide order dated 23.03.2012 has granted stay till the disposal of the appeal by the Tribunal on payment of Rs 10 crores (being proportionate share of Zuari Holdings Group). The matter is pending with Tribunal. Further, the matter has also been referred to Supreme Court by means of an Interlocutory Application.

– 5,210.26

(b) The matter is pending before the Appellate Authority in connection with the branch transfer for which stay has been obtained.

– 28.18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-97

ZUARI HOLDINGS LIMITED

77

Particulars

As at March 31, 2012

Parent company & its subsidiaries

*Joint ventures

vi) Orissa Sales Tax Authority levied penalty on Entry Tax on account of Custom Duty. Paradeep Phosphates Limited has filed an appeal before the Appellate Authority against such demand which is yet to be disposed off.

– 32.55

vii) Countervailing Duty (CVD) paid and refund claimed on import of MOP for trading purpose. – 28.84

vii) Others – 0.61

II. Other claims against the Company not acknowledged as debts** –

i) Penal interest on loan from Government of India, due to delay. – 172.22

ii)Industrial Dispute and Miscellaneous Labour cases pending at various forums at different stages of dispute.

– 382.65

iii) Interest on electricity duty on captive power generation – 75.89

iv) Others – 7.75

III. Aggregate amount of guarantees issued by the banks to various Government Authorities and Others

12,485.56 –

IV. Estimated amount of contracts remaining to be executed on capital account not provided for 8,553.05 2,625.59

V. Other Commitments A subsidiary of a Joint Venture has entered into an agreement for loan of USD 25 million (` 12,789.13 lacs) with International

Finance Corporation (IFC) for its expansion project. As per the terms of the agreement, the subsidiary company has to pay commitment and other charges based on undrawn loan balance as per the disbursement scheme which is under finalization with IFC.

*Figures given in respect of Joint ventures represent proportionate share of Zuari Holdings Group in the contingent liabilities of these joint ventures.

**Based on discussions with solicitors / favorable decisions in similar cases/legal opinions taken by the respective entities, the management of the respective entities believes that there is a good chance of success in above mentioned cases and hence, no provision thereagainst is considered necessary.

29. Goodwill/Capital Reserve on consolidation(a) Goodwill (on Consolidation)The Goodwill in the Consolidated Financial Statements represents the excess of the purchase consideration of investment over the Parent Company’s share in the net assets of its subsidiaries – Zuari Seeds Limited and ZuariFertilisers and Chemicals Limited.

Investment in Particulars ` in Lacs

1. Zuari Seeds Limited (a) Cost of Investment 1,417.60

(b) Parent Company’s share in the net assets (377.78)

Sub-Total (1) Goodwill (a-b) 1,795.38

2. Zuari Fertilisers and Chemicals Limited (c) Cost of Investment 5.00

(d) Parent Company’s share in the net assets (32.60)

Sub-Total (2) Goodwill (c-d) 37.60

Total (1+2) Total Goodwill (1+2) 1,832.98

Such Goodwill has been tested for impairment using the Cash Flow projections, which are based on most recent financial budgets / forecasts approved by the management.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-98

78

b. Capital Reserve (on Consolidation)The Capital Reserve in the Consolidated Financial Statements represents the excess of the Zuari Holdings Limited’s share in the net assets of its joint ventures(Zuari Maroc Phosphates Limited and Zuari Rotem Speciality Fertilisers Limited) over the purchase consideration of investment.

Investment in Particulars ` in Lacs

1. Zuari Maroc Phosphate Limited (a) Parent Company’s share in the net assets 53,282.40

(b) Cost of investments 17,981.62

(c) Adjustment of Goodwill appearing in joint venture’s consolidated accounts

(18,029.27)

Sub-Total (1) Capital Reserve (a-b-c) 17,251.51

2. Zuari Rotem Speciality Fertilisers Limited (a) Parent Company’s share in the net assets 438.83

(b) Cost of investments 345.75

Sub-Total (2) Capital Reserve (a-b) 93.08

Total (1+2) Total Capital Reserve 17,364.59

30. Earnings Per Share (EPS):

ParticularsYear ended

March 31, 2012

Profit after taxation as per Statement of Profit and Loss (` in lacs) 16,441.77

Number of shares used in computing earnings per share – Basic and Diluted* (in Rupees) 3,33,16,619

Earnings per share - Basic (in Rupees) 49.35

Face value per share (in Rupees) 10.00

* including 2,94,40,604 equity shares appearing under Equity Suspense account.

31. 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 Parent Company for public purpose. The Parent 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.

32. Net foreign exchange variation debitedto the current year consolidated Statement of profit and loss aggregates ` 18,115.25lacs (including ` 2,637.33 lacs in respect of joint venture entities, being proportionate share of Zuari Holdings Group).

33. Particulars of Foreign Currency Exposures:

Forward Contracts outstanding as at the Balance Sheet Date (for the Parent Company and its subsidiaries):

Details of Derivatives 31.03.2012 Purpose

Buy (Amount in USD) 577,013,319 To hedge the purchases of raw materials and traded goods and buyers credit

Forward Contracts outstanding as at the Balance Sheet Date for the joint venture entities (being the proportionate share of Zuari Holdings Group):

Details of Derivatives 31.03.2012 Purpose

Buy (Amount in USD) 31,809,006 To hedge the purchases of raw materials and traded goods

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-99

ZUARI HOLDINGS LIMITED

79

Unhedged foreign currency exposures as at the Balance Sheet Date (for the Parent Company and its subsidiaries):

Nature of Exposure Outstanding amount in foreign currency as at 31.03.2012 Foreign currency Involved

Trade Payables 9,246,877 USD

Claims receivable 1,867,016 USD

Trade Receivables 15,600 USD

Accrued Interest 1,504,680 USD

Unhedged foreign currency exposures as at the Balance Sheet Date for the joint venture entities(being the proportionate share of Zuari Holdings Group):

Nature of Exposure Outstanding amount in foreign currency as at 31.03.2012 Foreign currency Involved

Trade Payables 39,621,710 USD

Interest Accrued but not due on Borrowings

20,506 USD

Advances to Suppliers 624,730 USD

34. Operating Leases:

(a) The Parent Company has obtained office premises, apartments and warehouses on operating leases for the period ranging from 2-6 years. In all cases, the agreements are further renewable at the option of the Parent Company. There is escalation clause in the respective lease agreements. All the 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 ` 508.70 lacs.

(b) In case of a subsidiary operating leases are mainly in the nature of lease of office premises and godowns with no restrictions and are renewable / cancellable at the option of either of parties. There are no subleases. The aggregate amount of operating lease payments recognized in the Statement of profit and loss is ` 89.89 lacs.

35. In respect of a subsidiary,trade payables include amount payable to a party amounting to ` 39.65 lacs (Previous year ` Nil) towards royalty which has been outstanding for a period of more than one year. Requisite approvals under the provisions of Foreign Exchange Management Act, 1999 have not been obtained from the RBI for the extension of the period. Management is confident that the penalties, if any, that may arise on account of such non-compliance would not be material.

36. (a) The subsidiary of a Joint Venture entity in an earlier year had received an Arbitration Award in its favour in the matter of Cargo Charges Tariff dispute with Paradeep Port Trust (PPT) for the years 1993 – 1999. PPT in earlier year had appealed with the higher authorities against such award which was confirmed by the Appellate Authority. However, as against the above order, the PPT has gone into further appeal with the High Court, which in its interim order has directed the company not to execute award at this stage, PPL has not recognized this award as income in the Statement of profit and loss .

(b) Paradeep Port Trust (PPT) proposed a revision in scale of rates applicable to the company for cargo handling in the company’s captive berth w.e.f. 1st April, 1999. The matter was referred to Tariff Authority of Major Ports (TAMP) on mutual consent of the parties under the direction of Hon’ble High Court of Orissa. During the year, TAMP has finalized the rates but PPT has not agreed with the order and filed a writ petition before the High Court of Orissa against the said order. Pending disposal of the case, the company has made provision of ` 1,564.17 lacs (including ` 215.25 lacs for the year under report) [being proportionate share of Zuari Holdings Group] towards revised port charges.

37. In case of a subsidiary of a joint venture, the Land Policy of Port land has been revised as per the Land Policy Guidelines issued by the Ministry of Shipping, Government of India. Pursuant to the said Policy and pending outcome of negotiation with Paradeep Port Trust, the company has made provision towards ground rent, interest and taxes amounting to ` 586.31lacs (including ` 59.81lacs for the current year) [being proportionate share of Zuari Holdings Group] against the demand raised by Paradeep Port Trust.

38. In respect of a subsidiary of a joint venture entity, in terms of meeting for amicable settlement of dispute for additional compensation to the land losers, under the chairmanship of the Collector and District Magistrate, Jagatsinghpur, it was decided to pay additional compensation at the rate fixed to the claimants through the Special Land Acquisition Officer (Spl. LAO), Government of Orissa. Since the disbursement process to land losers has started in the financial year 2010-11 through Spl. LAO, the Company accounted

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-100

80

for total estimated liability of ` 283.01 lacs (including interest of ` 209.01 lacs) (being proportionate share of Zuari Holdings Group) during the financial year 2010-11. The outstanding liability as on 31st March, 2012 stands at ` 223.74 lacs(being proportionate share of Zuari Holdings Group)after making payment to Spl. LAO.

39. In pursuance of the Share Purchase agreement entered into by a Joint Venture entity (ZMPL) with the Government of India for acquisition of its subsidiary (PPL), the Joint Venture entity has preferred a claim in an earlier year on the Government of India for ` 15,155.00 lacs (proportionate share of Zuari Holdings Group ` 7,577.50lacs), which will be accounted for as and when the claim is settled.

40. In respect of a subsidiary of the joint venture (‘PPL’), Employees’ State Insurance Corporation (ESIC) raised various demands from PPL in respect of both Contract Labours and Employees in earlier years, which were contested by PPL in various Courts and Authorities. Provision created in earlier years is continuing in the books and reflected in Note No. 9.

41. In respect of a subsidiary of a Joint Venture (PPL), Income Tax refund was received during the year for the Assessment Years 2008-09 & 2009-10 based on income tax returns filed by it pursuant to concession offered under BIFR and tax expert’s opinion with respect to allowability of certain expenditures. Subsequently, the Directorate of Income Tax (Recovery) in its letter dated 29th March, 2011 has disallowed relief u/s 41(1) of the Income Tax Act, 1961, as recommended by BIFR against which the company is planning to approach the Department to reconsider the same. Pending such, the company has retained the provision for tax of ` 2,398.18 lacs(being the proportionate share of Zuari Holdings Group) related to concession not considered by Director of Income Tax (Recovery).

42. (a) In respect of one of the subsidiary (Zuari Seeds Limited), it has accumulated losses of ` 1,696.31 lacs as at March 31, 2012 resulting in erosion of net worth fully. Based on the future projections of the company and releasing of new products, management is confident that the company will be able to generate sufficient profits in future years. As such, the financial statements of that company are prepared on a going concern basis.

(b) In respect of one of the subsidiary (Zuari Fertilizers and Chemicals Limited), though the balance sheet shows a negative networth, the accounts have been prepared on going concern basis, keeping in view of the going planning and activities to setup new projects.

43. Employee Benefits

i) The Group 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.

In respect of the Parent Company, one of the subsidiary, and a subsidiary of joint venture,scheme is funded with an insurance company in the form of a qualifying insurance policy.

The current year disclosures in the following tables summarize the components of the net gratuity expense recognized in the consolidated Statement of profit and loss for the Group.

Statement of Profit and Loss

Net employee benefit expense (recognized in Employee Cost) for the year ended March 31, 2012:(` in lacs)

ParticularsFunded

31.3.2012

Current Service Cost 235.98

Adjustments to opening balance of Plan Assets (1.46)

Interest cost on benefit obligation 103.80

Expected return on plan assets (181.65)

Net actuarial (gain)/loss recognized in the year (43.01)

Effect of limit Para 59(b) of AS-15-R (1.00)

Net benefit expense 112.67*

* Excluding ` 1.46 lacs in respect of joint venture (Zuari Rotem Speciality Fertilisers Ltd) and ` 2.28 lacs in respect of a subsidiary (Zuari Fertilisers and Chemicals Ltd) has computed the provision on actual computation basis. (refer note ‘c’ below)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-101

ZUARI HOLDINGS LIMITED

81

Balance sheet

Details of Provision for gratuity benefit as at March 31, 2012:(` in lacs)

ParticularsFunded

31.3.2012

Present Value of Defined benefit obligation 3,736.53

Fair value of plan assets 3,635.16

Plan assets/(liability) (101.38)

Experience gain/(loss) on obligation 71.70

* Excluding ̀ 1.06 lacs in respect of Joint Venture (Zuari Rotem Speciality Fertilisers Ltd.) and ̀ 2.80 lacs in respect of subsidiary Company (Zuari Fertilisers and Chemicals Ltd.) has computed the provision on actual computation basis. (refer note ‘c’ below)

Changes in the present value of the defined benefit obligation for the year ended March 31, 2012 are as follows:(` in lacs)

ParticularsFunded

31.3.2012

Opening defined benefit obligation –

Transfer on Acquisition of stake in Subsidiaries/Joint Ventures 1,359.33

Interest cost 103.80

Current service cost 235.98

Past Service Cost (Transfer in) 2,290.03*

Benefits paid (225.41)

Actuarial (gains)/losses on obligation (27.20)

Closing defined benefit obligation 3,736.53

*Past service cost transfer in on Demerger

Changes in the fair value of plan assets are as follows:(` in lacs)

ParticularsGratuity (Funded)

31.3.2012

Opening fair value of plan assets -

Transfer on Acquisition of stake of subsidiaries/Joint Ventures 1,337.72

Adjustment to opening balance 1.46

Direct contribution paid by the Enterprise 0.70

Expected return on plan asset 180.28

Contributions by employer 33.21

Past service cost(Transfer in) 2,290.03*

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

F-102

82

ParticularsGratuity (Funded)

31.3.2012

Benefits paid (224.72)

Actuarial gains/(losses) 17.18

Direct benefits paid by the Enterprise (0.70)

Closing fair value of plan assets 3,635.15

Parent company expects to contribute ` 81.93 lacs (Previous year: NIL) towards gratuity during the year 2012-13.

2) The subsidiary of a joint venture (PPL) expects to contribute ` 50 lacs (being proportionate share of Zuari Holdings Group) to the gratuity fund during 2012-13.

*Past service cost transfer in on Demerger

The major categories of plan assets as a percentage of the fair value of total plan assets in respect of the Group are as follows:

Particulars Gratuity 2011-12

Investment with insurer (Life Insurance Corporation of India) 100%

The overall expected rate of return is determined based on the market prices prevailing at that date, applicable to the period over which the obligation is to be settled. These rates are different from the actual rate of return during the current year.

The principal assumptions used in determining gratuity liability are shown below:

Particulars 2011-12

Discount Rate 7.00%-8.40%

Expected rate of return on plan assets 8.50%-9.45%

Increase in Compensation cost 7.50%-12.00%

Employee turnover 0.50%-5.00%

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) In case of the parent company, the current year being the first 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 for the one year.

c) In the case of a joint venture (Zuari Rotem Speciality Fertilisers Limited) and a subsidiary (Zuari Fertilisers and Chemicals Limited), the companies have not performed any separate actuarial valuation for arriving at the Gratuity liability of the Gratuity Scheme as at March 31, 2012 as the number of employees of the Company’s as at and for the year ended March 31, 2012 was below 50. These liabilities as at March 31, 2012, as reflected in the financials, have been determined on gross undiscounted basis.

(ii) The following table summarizes the present value of obligation relating to long term post retirement medical benefit which is unfunded, in respect of a subsidiary of a joint venture. The information regarding the plan assets has not been furnished as the Company has not created any assets for the given obligation.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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Statement of Profit and LossNet employee benefit expense (recognized in Employee Cost) for the year ended March 31, 2012:

(` in lacs)

S. No. Particulars 2011-12

1 Current Service Cost 2.62

2 Interest Cost on benefit obligation 2.98

3 Expected Return on plan assets -

4 Net Actuarial (Gains)/ Losses recognized in the year 3.47

5 Past Service Cost -

6 Net Benefit Expense 9.07

Balance SheetDetails of Net (Asset)/ Liability recognized in the Balance Sheet as at March 31, 2012

(` in lacs)

S. No. Particulars 2011-12

1 Present value of Defined Benefit Obligation as at 31st March 2012 131.08

2 Fair Value of Plan Assets as at 31st March, 2012 -

3 Un recognised Past service cost -

4 Un recognised past service cost – non-vested benefits -

5 Net(Asset)/ Liability as at 31st March, 2012 131.08

Changes in the present value of the defined benefit obligation for the year ended March 31, 2012(` in lacs)

S. No. Particulars 2011-12

1 Present value of Obligation at the beginning of the year -

2 Transfer on Acquisition of stake of subsidiaries/Joint Ventures 125.06

3 Current Service Cost 2.62

4 Interest Cost 2.98

5. Past service cost – non-vested benefits -

6. Past service cost – vested benefits -

7 Benefits paid by the Company (3.05)

8 Actuarial (Gains)/Losses on obligation 3.47

9 Present Value of Defined Benefit Obligation at the end of the year 131.08

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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The principal assumptions used in determining liability are shown below:(` in Lacs)

S. No. Particulars 2011-12

1 Discount Rate 8.40% p.a.

2 Rate of increase in salary 12% p.a.

3 Withdrawal Rate 5% p.a.

4 Medical cost escalation rate 3% p.a.

5 Mortality retirement LIC (1994-96) Ultimate MortalityTable

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.

(iii) Provident Fund

Pursuant to the Scheme of Arrangement and Demerger, Provident Fund of Zuari Industries Limited, is being managed by the Parent Company. As per 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. During the current financial year, actuarial valuation of Provident Fund was carried out in accordance with the guidance note issued by Actuary Society of India and provided ` 54.38 lacs Provident Fund liability in the books of accounts.

(` in lacs)

Particulars 2011-12

Contribution to Provident Fund 282.92

The detail of Fund plan asset position as at 31st March, 2012 is given below: (` in lacs)

Particulars 2011-12

Plan assets at fair value 9,199.05

Present value of defined benefit obligation 9,253.43

Deficit in fund (54.38)

Details of Defined Contribution Plan in respect of the Group: (` in lacs)

Particulars 2011-12

Contribution to Provident Fund 148.09

Contribution to Superannuation Fund 200.79

Contribution to Contributory pension fund 105.48

Employees Death Benevolent Fund 0.48

Total 454.84

44. Segment Reporting

Primary Segment – The Company is engaged in the manufacture, sale and trading of fertilizers and seed which in the context of Accounting Standard 17 (Segmental Information) notified by Companies (Accounting Standard) Rules, 2006 (as amended), is considered as the only business segment. Accordingly no separate segmental information has been provided herein.

Secondary Segment – Geographical Segment

The Company operates in India and therefore caters to the needs of the domestic market. Hence there are no reportable geographical segments.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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45. Related party disclosures under Accounting Standard – 18

The list of Related Parties as identified by the management is as under: (i) Holding Company (upto June 30, 2011)

1. Zuari Industries Limited

(ii) Fellow subsidiary of the Holding Company (upto June 30,2011)

1. Indian Furniture Products Limited

2. Simon India Limited

3. Zuari Management Services Limited

4. Adventz Infraworld India Limited

5. Gulbarga Cement Limited

6. Globex Limited

7. Zuari Investments Limited

8. Zuari Insurance Brokers Limited

9. Zuari Commodity Trading Limited

10. Zuari Financial Services Limited

11. Zuari Seeds Limited

12. Zuari Fertilisers and Chemicals Limited

(iii) Joint ventures of the Company

1. Zuari Maroc Phosphates Limited (ZMPL) (with effect from 27.06.2011)

2. Paradeep Phosphates Limited (Subsidiary of Zuari Maroc Phosphates Limited) (with effect from 27.06.2011)

3. Zuari Rotem Speciality Fertilizers Limited (with effect from 31.05.2011)

(iv) Key Management Personnel of the Zuari Holdings Group

1. Mr. S. S. Nandurdikar, Managing Director of Paradeep Phosphates Limited

2. Mr. N. Suresh Krishnan, Managing Director Zuari Maroc Phosphates Limited, Director of Zuari Rotem Speciality Fertilisers Limited

(v) Other Venturers in respect of JV Entities

1. Maroc Phosphores, SA (with effect from 27.06.2011)

2. Rotem Amfert Negev Limited (with effect from 31.05.2011)

3. Indo Maroc Phosphore Limited (with effect from 27.06.2011)

(vi) Party having Significant Influence

1. OCP, Morocco (in respect of a JV) (with effect from 27.06.2011)

2. Zuari Industries Limited (with effect from 01.07.2011)

3. Indian Furniture Products Limited (with effect from 01.07.2011)

4. Simon India Limited (with effect from 01.07.2011)

5. Zuari Management Services Limited (with effect from 01.07.2011)

6. Adventz Infraworld India Limited (with effect from 01.07.2011)

7. Gulbarga Cement Limited (with effect from 01.07.2011)

8. Globex Limited (with effect from 01.07.2011)

9. Zuari Investments Limited (with effect from 01.07.2011)

10. Zuari Insurance Brokers Limited (with effect from 01.07.2011)

11. Zuari Commodity Trading Limited (with effect from 01.07.2011)

12. Zuari Financial Services Limited (with effect from 01.07.2011)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OF THE ZUARI HOLDINGS GROUP FOR THE FINANCIAL YEAR 2011-12 Contd....

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The transactions with related parties are given below:

Consolidated Related Party disclosures under Accounting Standard - 18 b) Following transactions were carried out with related parties in the ordinary course of business.

Consolidated Related Party(` in Lacs)

Sl. No

Transaction details 2011-12

Joint Ventures

Joint Venturers

Key manage-

ment personnel

(KMP)

Enterprise Having

significant Influence

Holding Company

Fellow Subsi- diaries

Total

1 Payment made on their behalf- Zuari Maroc Phosphates Limited 0.94 - - - - - 0.94 - Paradeep Phosphates Limited 19.44 - - - - - 19.44 -Zuari Rotem Speciality Fertilisers Ltd 40.45 - - - - - 40.45 - Zuari Indian Oiltanking Limited - - - 51.01 - - 51.01 - Zuari Management Services Limited - - - - - 1.93 1.93 - Adventz Infraworld India Limited - - - - - 3.62 3.62

2 Payment made on our behalf-Paradeep Phosphate Limited 11.56 - - - - - 11.56 - Zuari Industries Limited - - - 39.42 - - 39.42 - Simon India Limited - - - 18.69 - - 18.69 - Style Spa Furniture Limited - - - 0.15 - - 0.15 - Adventz Infraworld India Limited - - - 5.78 - - 5.78 - Zuari Management Services Limited - - - 27.77 - - 27.77

3 Managerial remuneration- Mr. S. S. Nandurdikar - - 46.14 - - - 46.14

4 Purchase of finished goods, raw material, spares, etc

-

- Maroc Phosphores S.A. - 28,196.59 - - - - 28,196.59 - OCP, Moracco - 23,457.69 - - - - 23,457.69 -Zuari Rotem Speciality Fertilisers Ltd 2,177.77 - - - - - 2,177.77 - Fertliser and Chemicals Ltd., Israil - 89.75 - - - - 89.75 - Bunge Maroc Phosphore - 2,744.97 - - - - 2,744.97 - Phosphates De Boucraa SA - 4,603.14 - - - - 4,603.14

5 Write Off, Claims and Demmuarges- Maroc Phosphores S.A. - 36.18 - - - - 36.18 - OCP, Moracco - 77.54 - - - - 77.54 -Indo Maroc Phosphores S.A.Morocco - 0.44 - - - - 0.44 - Phosphates De Boucraa SA - 2.51 - - - - 2.51

6 Royalty - Rotem Amfert Nagev Ltd. - 40.40 - - - - 40.40

7 Service Charges paid- Zuari Indian Oiltanking Limited - - - 115.32 - - 115.32 - Zuari Investment Limited - - - - - 0.20 0.20

8 Interest Received

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Sl. No

Transaction details 2011-12

Joint Ventures

Joint Venturers

Key manage-

ment personnel

(KMP)

Enterprise Having

significant Influence

Holding Company

Fellow Subsi- diaries

Total

-Zuari Rotem Speciality Fertilisers Ltd 29.36 - - - - - 29.36

9 Professional Fees paid

- Zuari Investments Limited - - - 0.30 - - 0.30

- Zuari Management Services Limited - - - 0.55 - - 0.55

- Simon India Limited - - - 0.35 - - 0.35

- Zuari Insurance Brokers Limited - - - 1.77 - - 1.77

10 Purchase of Fixed Assets

- Simon India Limited - - - 816.40 - - 816.40

- Stype Spa Furniture Limited - - - 2.29 - - 2.29

- Indian Furniture Products Limited - - - 4.99 - - 4.99

11 Purchase of Investment

- Zuari Industries Limited - - - - 19,745.36 - 19,745.36

12 Receipt of Inter-Corporate Deposits / Loans

- Zuari Industries Limited - - - - 19,100.00 - 19,100.00

13 Repayment of Inter-Corporate Deposits / Loans

- Zuari Industries Limited - - - - 18.00 - 18.00

Balance Outstanding at the year end

1 As Debtors

2 As Advances Recoverable

- Zuari industries Limited - - - 3,454.88 - - 3,454.88

- Paradeep Phosphates Limited 9.56 - - - - - 9.56

- Adventz Infraworld India Limited - - - 5.78 - - 5.78

- Maroc Phosphore SA, Morocco - 9.42 - - - - 9.42

- Bunge Maroc Phosphore - - - 8.37 - - 8.37

- Simon India limted - - - 253.89 - - 253.89

3 As Trade Payable

- Zuari Rotem Speciality Fertilisers Limited

60.22 - - - - - 60.22

- Zuari Maroc Phosphates Limited 9.40 - - - - - 9.40

- Rotem Amfert Nagev Ltd. - 51.00 - - - - 51.00

- Zuari Indian Oiltanking Limited - - - 9.46 - - 9.46

- Zuari Management Services Limited - - - 11.20 - - 11.20

- Zuari Investments Limited - - - 0.28 - - 0.28

- Maroc Phosphore SA, Morocco - 113.67 - - - - 113.67

- Indo Maroc Phosphore S.A. Morocco

- 7.31 - - - - 7.31

- OCP, Morocco - 3,718.17 - - - - 3,718.17

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Sl. No

Transaction details 2011-12

Joint Ventures

Joint Venturers

Key manage-

ment personnel

(KMP)

Enterprise Having

significant Influence

Holding Company

Fellow Subsi- diaries

Total

- Phosphate De Boucraa SA - 1,781.03 - - - - 1,781.03 - Simon India Limited - - - 294.81 - - 294.81 - Indian Furniture Products Limited - - - 3.02 - - 3.02 - Zuari Industries Limited - - - 19.11 - - 19.11

4 Corporate Guarantee- Paradeep Phosphates Limited (ZMPL) 1.19 - - - - - 1.19

46. Demerger

a) Pursuant to the Scheme of Arrangement and Demerger (“The Scheme”) between Zuari Industries Ltd. and Zuari Holdings Ltd. approved by the Hon’ble High Court of Bombay at Goa, on March 2, 2012, all the Assets, Liabilities pertaining to Fertiliser Undertaking as on 1st July, 2011 of Zuari Industries Limited have been transferred to the Company at their book values and accordingly the surplus of Assets over the Liabilities of the Fertiliser undertaking so Demerged, resulted in creation of Business Restructuring Reserve of ` 65,404.84 lacs in terms of the Order of the Hon’ble High Court of Bombay at Goa. The said reserve be treated as free reserve and may be restricted and not utilized for declaration of dividend by the Company. The said order has been filed with the Registrar of Company on March 21, 2012.

b) The summary of the assets and liabilities transferred from Zuari Industries Limited as on July 1, 2011 is as below:

(` In lacs)

Particulars Amount

Fixed Assets (Net) 21,410.02

Current Assets , Loans and advances 2,35,545.04

2,56,955.07

Less: Current Liabilities and Provisions 83,938.44

Less: Loans and Borrowings (Secured and unsecured) 1,03,143.66

Less: Deferred Tax liabilities 1,524.06

1,88,606.16

Net Transfer 68,348.90

Equity Share Suspense 2,944.06

Business Restructuring Reserve 65,404.84

c) Pursuant to the Scheme, the Zuari Holdings Limited has since issued 29,440,604 Equity Shares of ` 10/- each aggregating to ` 2,944.06 lacs to the existing shareholders of the Zuari Industries Limited, in the ratio of 1 fully paid up Equity Share of ` 10/- each of Zuari Holdings Limited for each share of ` 10/- each held in Zuari Industries Limited. However, pending allotment at the year end, this amount is carried as Equity Share Capital Suspense.

d) The results of the Company for the current year ended 31st March, 2012 are after giving effect to the Scheme, whereby the Fertiliser Undertaking of Zuari Industries Limited have been Demerged into the Company with appointed date of 1st July, 2011 and accordingly its previous year’s figures are not comparable with current year

e) As per the Scheme, during the period between the Appointed date and the Effective date, Zuari Industries Limited deemed to have carried on the Fertiliser Undertaking in “trust” on behalf of the Company. Further all profit or incomes earned and losses and expenses incurred for Fertiliser Undertaking, shall for all purposes be deemed to be profits or income or expenditure or losses of the Company.

f) The title deeds for immovable properties, licences, agreements, loan documents etc. of the Company are in the process of being transferred in the name of Zuari Holdings Limited.

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47. Details of the Zuari Holdings Group in Joint Ventures included in the Consolidated Financial Statements are as follows:(` In lacs)

Particulars As at

March 31, 2012

I. EQUITY AND LIABILITIES

Reserves and surplus 42,127.75

Non-current liabilities

Long term borrowings 312.75

Deferred tax liabilities (Net) 72.51

Other long term liabilities 64.64

Long-term provisions 219.91

Current liabilities

Short-term borrowings 56,878.21

Trade payables 30,284.90

Other Current Liabilities 7,829.20

Short-term provisions 5,020.02

Total 1,42,809.89

II ASSETS

Non-current assets

Tangible assets 12,760.35

Intangible assets 88.51

Capital work-in-progress 2,734.36

Deferred Tax Assets 1378.03

Long-term loans and advances 848.57

Current assets

Current investments 80.98

Inventories 34,061.50

Trade receivables 77,602.64

Cash and bank balances 350.13

Short-term loans and advances 2,470.85

Other current assets 20,879.87

Total 1,53,255.79

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Particulars for the year ended 31st March 2012

I INCOME

Revenue from operations (gross) 2,03,513.81

Less: excise duty 746.13

Revenue from operations (net) 2,02,767.68

Other income 3,839.66

Total Revenue (I) 2,06,607.34

II EXPENDITURE

Cost of raw material and consumed 1,05,135.06

Purchase of traded goods 72,586.81

(Increase) in inventories (11,228.81)

Employee benefit expense 2,799.37

Other expenses 20,960.60

Total Expenditure (II) 1,90,253.03

III Earnings before interest, tax, depreciation and amortization (EBITDA) (I) - (II) 16,354.31

Depreciation and amortization expense 968.08

Finance costs 3,086.94

IV Profit before tax 12,299.29

Tax expenses

Current income tax 4,148.30

MAT Credit Entitlement (6.16)

Deferred tax (195.75)

Income tax expenses of earlier years 0.58

V Total tax expense 3,946.97

VI Profit After Tax 8,352.32

VII Share of Minority in Profits (1,618.43)

VIII Profit for the Year 6,733.89

48. Disclosure as per Section 22 of “The Micro, Small and Medium Enterprises Development Act, 2006”.

(` in lacs)

S.No. Particulars 2011-12

i) The principal amount and the interest due thereon remaining unpaid to any supplier:

- Principal amount Nil

- Interest thereon 0.24

ii) the amount of interest paid by the buyer in terms of section 18, along with the amounts of the payment made to the supplier beyond the appointed day. Nil

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S.No. Particulars 2011-12

iii) the amount of interest due and payable for the year of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest speci-fied under this Act Nil

iv) the amount of interest accrued and remaining unpaid 0.24

v) the amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually paid to the small investor

Nil

49. In respect of Parent Company and subsidiary of a joint venture, department of fertilizer, Government of India has issued an office memorandum dated 11th July, 2011 whereby subsidy rates applicable on closing stock of Finished Goods and Raw Materials as on 31st March, 2011 have been revised to subsidy rates applicable of Financial Year 2010-11 as per Nutrient Based Subsidy Policy. Accordingly the Company has adjusted its subsidy income by ` 951.83 lacs (` 477.64 lacs being proportionate share of Zuari Holdings Group in respect of subsidiary of a joint venture) to give impact of above mopping up adjustment.

50. During the year there was a fire incident on the cross country petroleum pipeline owned by Terminalling service providers. Arising from this, the pipeline had to be closed down on security and consequently repairs and recertification needs. Due to consequent safety related issues, the Mormugao Port Trust authorities had also stopped clearance of other raw materials for Phosphatic and Potassic Fertilisers. These events caused disruption of 63 days in Urea Production and 20 days in Phosphatic and Potassic Fertilisers production. The pipeline was subsequently repaired, recertified and re-commissioned on 19th, October 2011 and clearance from Mormugao Port Trust authorities for berthing of vessel was received on 1st October, 2011. Operations currently are normal.

51. Figures pertaining to the subsidiaries and joint venture companies have been reclassified wherever considered necessary to bring them in line with the Company’s financial statements. Figures reported with respect to the joint ventures and their subsidiaries represent the Company’s proportionate share only.

52. Since, the consolidation of financial for the Parent company is done for the first time, previous period figures are not applicable.

As per our report of even date For and on behalf of the Board of Directors of Zuari Holdings Limited

For S. R. BATLIBOI & CO. S. K. Poddar N. Suresh Krishnan Marco Wadia Firm’s Regn. No.: 301003E Chairman Managing Director Director Chartered Accountants

Per Anil Gupta Binayak Datta R. Y. PatilPartner CFO & Vice President – Finance Chief General Manager Membership No. : 87921 & Company Secretary

Place : Gurgaon Place : Gurgaon Date : 9th May, 2012 Date : 9th May, 2012

F-112

2

AUDITORS' REPORT TO THE MEMBERS OF ZUARI HOLDINGS LIMITED1. We have audited the attached Balance Sheet of

Zuari Holdings Limited as at 31st March 2011, the Profit & Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted the audit in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors’ Report) Order, 2003 (as amended), issued by the Department of Company Affairs, Government of India in terms of Section 227 (4A) of the Companies Act, 1956, we give a statement on the matters specified in paragraphs 4 and 5 of the said Order to the extent applicable on the basis of such checks as we considered appropriate and according to the information and explanations given to us:

a) Based on the audit procedures performed and representations obtained from the management, we report that no fraud on or by the Company has been noticed or reported during the audit (clause xxi).

b) In our opinion, the requirement of clauses (i) to (xx) specified in paragraph-4 of the said Order are either not applicable or do not call for a statement for the period under audit.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

(iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account.

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, to the extent applicable.

(v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2011 from being appointed as a director in terms of section 274(1)(g) of the Companies Act, 1956.

(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

b) In the case of the Profit & Loss Account, of the loss for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For V. Sankar Aiyar & Co. Chartered Accountants

Firm’s Regn. No. – 109208W

(V. Rethinam) Place : New Delhi Partner Dated : 09-05-2011 Membership No. 10412

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BALANCE SHEET AS AT 31ST MARCH, 2011 (Amount in Rs.) (Amount in Rs.) As at As at Sch March 31, 2011 March 31, 2010

I. SOURCES OF FUNDS : 1 Shareholders' Funds Share Capital 1 2,00,00,000 5,00,000

2 Loan Funds – –

TOTAL 2,00,00,000 5,00,000

II. APPLICATION OF FUNDS : 1 Fixed Assets – –

2 Current Assets, Loans & Advances Cash & Bank Balances 2 1,97,36,070 5,09,300

1,97,36,070 5,09,300

3 Current Liabilities & Provisions Current Liabilities 3 33,090 2,77,983

33,090 2,77,983

Net Current Assets 1,97,02,980 2,31,317

4 Miscellaneous Expenditure Profit & Loss Account 2,97,020 2,68,683

TOTAL 2,00,00,000 5,00,000

Accounting Policies & Notes on accounts : 5

The schedules referred to above and the notes on Accounts form an integral part of the Balance Sheet

As per our report of even date attached

For V. SANKAR AIYAR & CO. For and on behalf of the Board Chartered Accountants

V. Rethinam Suresh Krishnan Binayak Datta Partner Director Director Memebership No. 10412

Place : New Delhi Place : Gurgaon Dated : 09-05-2011 Dated : 09-05-2011

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011 (Amount in Rs.) (Amount in Rs.) As at As at Sch March 31, 2011 March 31, 2010

I. INCOME Interest Income 18,740 –

Total 18,740 –

II. EXPENDITURE Audit Fees 33,090 19,303 Miscellaneous Expenses 4 13,987 2,49,380

Total 47,077 2,68,683

Profit / (Loss) before Tax (28,337) (2,68,683) Less : Provision for Tax – –

Profit / (Loss) after Tax (28,337) (2,68,683)

Balance brought forward from previous year (2,68,683) –

Balance carried to Balance Sheet (2,97,020) (2,68,683)

Basic and Diluted Earning Per Share (In Rs.) (0.01) (5.37) Nominal Value of Shares (In Rs.) 10 10

Accounting Policies & Notes on accounts : 5

The schedules referred to above and the notes on Accounts form an integral part of the Profit & Loss account

As per our report of even date attached

For V. SANKAR AIYAR & CO. For and on behalf of the Board Chartered Accountants

V. Rethinam Suresh Krishnan Binayak Datta Partner Director Director Memebership No. 10412

Place : New Delhi Place : Gurgaon Dated : 09-05-2011 Dated : 09-05-2011

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CASH FLOW STATEMENT FOR THE PERIOD ENDED MARCH 31,2011 (Amount in Rs.) (Amount in Rs.) As at As at March 31, 2011 March 31, 2010

A. CASH FLOW FROM OPERATING ACTIVITIES : Net Profit / (Loss) before tax & exceptional items. (28.337) (2,68,683) Adiustment for : Depreciation – –

Operating ProfiU(Loss) before working Capital Charges (28.337) (2,68,683)

Adiustment for changes in : (lncrease)lDecrease in Current Assets (Fixed Deposit - 180 days) 1,80,00,000 – (Decrease)llncrease in Current Liabilities and Provisions (2,44,893) 2,77,983

Cash ftow before extra ordinary items (1,82,44,893) 9,300

Cash Generated from operations (1,82,44,893) 9,300

Less Income tax and prior year taxes paid – – Net cash from operating activities (1,82,73,230) 9,300

B. CASH FLOW FROM INVESTING ACTIVITIES : – – Purchase of Fixed Assets – – Proceeds from Borrowings – –

Net cash used in Investing activities (B) – –

C. CASH FLOW FROM FINANCING ACTIVITIES Issue of Share Capital (Met of balance due) 1,95,00,000 5,00,000

Net cash used in financing activities 1,95,00,000 5,00,000

Net Changes In Cash and cash equivalents during the year 12,26,770 5,09,300

Cash and Cash equivalents at the beginning of the year 5,09,300 – Cash and Cash equivalents at the end of the year 17,36,070 5,09,300

Net Increasel(0ecrease) 12,26,770 5,09,300

As per our report of even date attached

For V. SANKAR AIYAR & CO. For and on behalf of the Board Chartered Accountants

V. Rethinam Suresh Krishnan Binayak Datta Partner Director Director Memebership No. 10412

Place : New Delhi Place : Gurgaon Dated : 09-05-2011 Dated : 09-05-2011

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6

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET

(Amount in Rs.) (Amount in Rs.) As at As at March 31, 2011 March 31, 2010

Schedule 1 : Share Capital Authorised : 20,00,000 Equity shares of Rs.10/- each 2,00,00,000 2,00,00,000

2,00,00,000 2,00,00,000

Issued and Subscribed :

20,00,000 Equity Shares of Rs.10/- each 2,00,00,000 2,00,00,000 Less : Due from Subscriber to the Memorandum of Association – 1,95,00,000

Amount Paid Up 2,00,00,000 5,00,000 (The above shares are held by Zuari Industries Limited, the holding company and its nominees, since 10th March, 2011 previously held by Zuari Investments Limited)

2,00,00,000 5,00,000

Schedule 2: Cash and Bank Balances In Scheduled Banks - Current Accounts 14,76,070 5,09,300 On Deposit account 1,80,00,000 – Stamps in Hand 2,60,000 –

1,97,36,070 5,09,300

Schedule 3 : Current Liabilities Audit Fees payable 29,781 19,303 TDS Payable 3,309 –

Sundry Creditors Zuari Industries Limited - Ultimate Holding Company – 10,510 Zuari Investments Limited - Holding Company – 2,48,170

33,090 2,77,983

Schedule 4 : Other Expenses Printing & Stationery 1,249 – Professional Fees 8,273 – ETDS Filing Fees 280 – Bank Charges 100 700 Incorporation expenses – 2,48,170 RoC filing fees 4,085 510

13,987 2,49,380

F-117

ZUARI HOLDINGS LIMITED

7

5. ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THE YEAR ENDED 31.03.2011

A. ACCOUNTING POLICIES

i) Basis for preparation of accounts These financial statements have been prepared to comply in all material respects with the notified Accounting

Standards by Companies (Accounting Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention and on accrual basis.

ii) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

iii) Revenue Recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and

the revenue can be reliably measured.

iv) Earnings per Share Basic Earnings per Share is calculated by dividing the net profit or loss for the year attributable to the equity

shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive Potential Equity Shares.

B. NOTES ON ACCOUNTS1. Basic and diluted earnings per share as per Accounting Standard – 20

Sr. No. Particulars Period ended March 31, 2011

Period ended March 31, 2010

a) Loss for the period 28,337 2,68,683

b) Weighted average number of equity shares 13,60,479 50,000

c) Face value of per share 10 10

d) Basic and diluted earnings per share (0.01) (5.37)

2. Related party disclosures under Accounting Standard – 18

a) List of related parties as identified by the management:

i. Zuari Industries Limited - Holding Company since March 10, 2011 (where Control exists)

ii. Zuari Investments Limited - Holding Company (till March 09, 2011)

F-118

8

b) Transactions carried out with related parties in the ordinary course of business :

31.03.2011 31.03.2010

i Reimbursement of expenses incurred by Holding Company (Zuari Investments Ltd) – 2,58,680

ii Reimbursement of expenses incurred by Ultimate Holding Company (Zuari Industries Ltd with effect from 10-03-2011) 4085 –

iii Share Capital subscribed by Holding Company 2,0000,000 –

c) Balance Outstanding at the year end :

1. Balance outstanding payable 31.03.2011 31.03.2010

– Zuari Industries Limited (Holding Company) – 10,510

– Zuari Investments Limited – 2,48,170

2. Balance due from Zuari Investments Limited towards share

Capital – 1,95,00,000

As per our report of even date.

For V. SANKAR AIYAR & COMPANY For and on behalf of Board of Directors Chartered Accountants

V. Rethinam Suresh Krishnan Binayak Datta Partner Director Director Memebership No. 10412

Place : New Delhi Place : Gurgaon Dated : 09-05-2011 Dated : 09-05-2011

F-119

ZUARI HOLDINGS LIMITED

9

Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details State 2 4

Registration No. U 6 5 9 1 0 G A 2 0 0 9 P L C 0 0 6 1 7 7

Balance Sheet Date 3 1 0 3 2 0 1 1

II. Capital raised during the year (Amount in Rs. Thousands)

Public Issue Rights Issue– – – – – – – – – – – – – – –

Bonus Issue Private Placement

– – – – – – – – – – – – – – –

III. Position of Mobilisation and Deployment of funds (Amount in Rs. Thousands)

Sources of Funds Total Liabilities Total Assets

2 0 0 0 0 2 0 0 0 0

Paid–up Capital Reserves & Surplus

2 0 0 0 0 – – – – – – – – Secured loans Unsecured Loans– – – – – – – – – – – – – – – –

Application of Funds Net Fixed Assets Investments

– – – – – – – – – – – – – – – – Net Current Assets Misc. Expenditure

1 9 7 0 2 – – – – – – – – Accumulated Losses– – – – – 2 9 7

IV. Performance of Company (Amount in Rs. Thousands)

Turnover Total Expenditure– – – – – – – – 4 7+ – Profit/Loss Before Tax + – Profit/Loss After Tax

4 – 2 8 4 – 2 8(please tick Appropriate box +for Profit, – for loss)Earning Per Share in Rs. Dividend @ %

– 0 . 0 1 – – – – – – –

V. Generic Names of Three Principal Products/Services of the Company (as per Monetary terms)

Item Code No.(ITC Code)Product Description

F-120

10

F-121

F-122

F-123

F-124

F-125

F-126

F-127

F-128

F-129

F-130

F-131

XIV: MANAGEMENT’S DISCUSSIONS AND ANALYSIS Overview The business of the Company comprises of the Demerged Undertaking that was transferred to it by Zuari Industries Ltd. pursuant to the Scheme of Demerger, which became effective from 21st March 2012. The Company has been engaged in manufacturing facilities in India and the registered office of the Company is at Jai Kisaan Bhawan, Zuarinagar Goa, and its fertilizer plant is situated at Goa, the plant has divisions like NPK A, NPK B, Urea Plant and so on. It is having regional offices at Karnataka, Maharashtra, Andhra Pradesh, Madhya Pradesh, Gujarat, Rajasthan, Kerala, Tamil Nadu, and the branch/sales offices located across the country in Pune, Kolhapur, Aurangabad, Amravati, Bangalore, Hubli, Bellary, Vijayawada, Hyderabad, Kurnool, Indoor, Ahmadabad, Jaipur, Thiruvananthapuram, Coimbatore. The Company is also having its corporate office in Delhi. The Company is engaged in business of Manufacturing of fertilizers like urea, and other Complex fertilizers of various grades like 18:46:0, 10:26:26, 12:32:16, and 20:20:0. The Company manufactures specialty fertilizers, seeds, chemicals through its joint venture and subsidiaries. Zuari Fertilisers & Chemicals Limited (ZFCL)., a wholly owned subsidiary of the company is in process of setting up a 600 TPD unit at Mahad in Maharashtra for manufacture of Single Super Phosphate (SSP) ZFCL’s unit is likely to be commissioned in 2013-14 Effective from the Appointed Date to the Effective Date, during the period of reporting, the operations of the Company were run for and on its behalf by Zuari Industries Ltd. on trust.

Macro- Economic Outlook

In a bid to bridge the widening demand-supply gap and reduce dependence on imports, Government of India has taken several steps aiming to create investor-friendly environment and enhance indigenous capacities in urea. A Group of Ministers (GoM), headed by the then Finance Minister Pranab Mukherjee, have approved a new investment policy for the urea sector. Policy seeks to give urea manufacturers a minimum 12% post-tax return on capital. The policy, on getting formal approval of Union Cabinet is expected to spur new urea capacities. Your company will take final decision on proposed Greenfield urea project once the policy gets cabinet nod.

Government of India’s recent announcements in budget 2012 to give full exemption to imported equipment for urea projects, abolition of custom’s duty on coal, no issuance of fertilizer bonds towards fertiliser subsidy payments etc. will also have positive impact on growth of fertilizer Industry.

117

Consequent upon passing of bill on food security, requirement of food grains for the country will rise substantially in coming years. The Government of India is gearing up to achieve 4.1% growth in agriculture during twelfth five year plan period. In 2012-13 budget, outlay for agriculture has been increased by 18% to Rs 20,108 crores. The credit target has been raised to Rs 5,75,000 crore and the interest subvention schemes for farmers are continuing. Allocation for irrigation schemes has been raised by 13% to Rs14,242 crores. Special sops have been provided to encourage agricultural research and extension, aiming speedy transfer of technology to farmers’ fields. With stronger support to agriculture sector and thrust on mechanization, there will be consistent rise in demand for fertilizers in the country.

Our Company’s Strengths

Company has consolidated its market presence by expanding its marketing activities in the new markets of Madhya Pradesh and Gujarat. A new regional Office has been opened up at Indore to oversee marketing operations in these states. With over two hundred thirty Jai kisaan Krishi Salahkars in marketing territory and direct linkage with sixty thousand farmers, company is equipped with a strong army for effective implementation of market development programmes in the field. Besides strengthening the brand equity of Jai kisaan products, this programme helps in getting regular feed-back from farmers, thus facilitating timely corrections in market related decisions.

Opening of new Agriculture Development laboratory at Tirupati has given further boost to company’s crop health services to customers. This laboratory caters to the company’s emerging markets of Madhya Pradesh, Gujarat, Andhra Pradesh, Tamil Nadu and Kerala. The new laboratory is armed with state-of-the-art technology to provide soil analytical services for major and micronutrients. The soil test reports are now available to farmers on line, thus saving time in delivery of reports.

With strong network of dealers, full-scale logistic operations through ports on east and west coast, complete range of agricultural inputs in the product basket, and host of crop health services for farmers, the company is now recognized as provider of full-fledged farming solutions to farming community in the marketing territory.

Recent Developments

In December 2011, Zuari Global Limited, in joint venture with Mitsubishi Corporation, acquired a 30% stake in Peruvian rock phosphate mine. This investment will be transferred by Zuari Global Limited to the Company.

With implementation of Nutrient Based Subsidy (NBS), company’s complex fertilizer segment is expected to benefit due to margin expansion and lower subsidy receivables. The company targets to increase its current 2 mn MT sale to over 3.5 mn MT over the next three years.

With host of capital investments over next 3-4 years, led by 1 mn MT NPK plant to be commissioned by FY 2015, debottlenecking of Goa plant from 0.7 mn MT to 1 mn MT by 2013, expansion of Paradeep’s capacity from 1.2 mn MT to 1.5 mn MT and investment in proposed

118

1 mn MT Greenfield Urea project, the company foresees bright returns on its investments in coming years. Marketing Efforts For ease of marketing operations, the company has segmented its marketing area into Primary and Emerging market. Primary market covers the states of Goa, Karnataka and Maharashtra states, while Emerging market comprises of Andhra Pradesh, Tamilnadu, Kerala, Madhya Pradesh and Gujarat. Country as whole received rainfall from southwest monsoon in June –Sept 2012 which was less by 8% than the 50 year average In your company’s marketing territory, Karnataka and Maharashtra received severely deficit rainfall from southwest monsoon during June-September 2012. Demand for fertilizers took a severe beating in kharif season, on account of deficit rainfall, coupled with steep hike in market prices of NPK complexes. Analysis of Key Business Risks a. Dependency on the Monsoons Indian agriculture is largely dependent on monsoon. Any aberrations in monsoon can prove to be a dampener in demand for fertilizers. This can result in piling up of stocks and large scale competition amongst fertilizer marketers leading to erosion of margins. b. Dependency on Imports of Raw Materials To meet demand supply gap, the company will continue to depend on imports of DAP, MOP and complexes. Any unfounded hike in global prices of fertilizers and delay to signing price agreements with international suppliers can result in non-availability of products in peak season, thus impacting the sales of the company. c. New Investment Policy for Urea The exisiting investment policy for new investments in Urea sector announced by the Government in 2008 has not been able to invite fresh investments owing to several reasons. Based on interactions with various stakeholders the government is planning to come up with a new investment policy which may partly address the concerns raised by the stakeholders. Significant Developments since 31st December, 2011 The Scheme of Demerger became effective on 21st March 2012. Post the effectiveness of Scheme of Demerger, the Company had taken over the Fertilizer Undertaking from Zuari Industries Ltd. Following the Effective Date, the Company has applied for transfer of licenses like Excise registration, Service tax registration and Factory license etc.). All relevant orders taken under the legal entity ‘Zuari Industries Ltd’ for the Fertilizer Undertaking are being changed/need to be changed to ‘Zuari Agro Chemicals Limited.’

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XV. OUTSTANDING LITIGATIONS, DEFAULTS AND MATERIAL DEVELOPMENTS

Zuari Industries Limited/Zuari Agro Chemicals Limited Pursuant to the clause 13 of the Scheme of Arrangement and Demerger, all legal and other proceedings by or against Zuari Industries Limited and relating to the Fertiliser Undertaking shall be continued and enforced by or against Zuari Holdings Limited only. If proceedings are taken against Zuari Industries Limited, Zuari Industries Limited will defend on notice as per advice of Zuari Holdings Limited at the costs of Zuari Holdings Limited and Zuari Holdings Limited will indemnify and keep indemnified Zuari Industries Limited from and against all liabilities, obligations, actions, claims, and demands in respect thereof. Litigations filed by/ against the Company  

                 

SR.NO. NAME OF THE COURT AND 

ADVOCATE PARTIES INVOLVED 

BRIEF SUMMARY OF THE CASE 

STATUS 

1 543/2008 & 544/03 JMFC 

Bellary 

ADA Bellary Vs ZIL represented by Mr. 

Bakale & R.V. Kossambe 

Substandard  Sampurna   

Petition filed for discharge of accused judgement pending. 

Case pending 

              

2 Sp.Case No.1/98‐Principal Session Judge (Special Court) Aland Gulbarga    

ADA,Aland Govt.of Karnataka V/s. Maidargi Agro Agencies, ZIL & Thungabadra Fert.& 

Chemicals Ltd 

Sub‐standard Single Super  Phosphate  

HC allowed the discharge of TFCL accused. 

The matter was remanded back to the lower court for deciding upon the remaining issues. 

              

3 C.C. 245/11 at J.M.F.C. 

Lingasugur ADA Raichur V/s R.V.Kossambe  

Sub‐ standard 12:32:16 

Next date is 23/11/2012 

120

  

               

4 

Special Case No.65/2000   In The Court of the 

Principal Session Judge Gulbarga Aland  

ADA Aland(Govt. of Karnataka) V/s. M/s. Kisan Agro Agencies, Aland M/s. ZIL,  M/s. Tungabhadra Fert. & 

Chemicals Ltd. 

Sub‐standard Single Super Phosphate. 

HC allowed the discharge of TFCL accused. 

The matter was remanded back to the lower court for deciding upon the remaining issues. 

              

5 CC 3/2001 Court of District 

& Sessions Judge, Davangere  

ADA Harpanahalli V/s. M/s. Vantech Chemicals, Saibaba, ZIL, M/s. Patel Traders, Harpanahalli 

Sub standard Zinc Sulphate 

Arguments completed. Judgement awaited. 

              

6 Case No. 190/2003 

Principal Civil Judge (Jr. Division) & JMFC Hospet  

ADA Hospet  V/s  M/s Inamuri Traders, 

Mariammanahali,  ZIL  

Sub‐standard Samarth 

Stay obtained from High Court Bangalore. 

Subsequently file is transferred to Dharwar High Court. Case is yet 

to come up for hearing 

              

7 Case No. 1073/2007 at 

JMFC Aland   ADA Aland Vs ZIL  & Bhavi 

Agro Agencies. Sub Standard Sampurna 

Case was pending in HC. Now remanded back to lower court 

Aland. 

121

  

              

8 C.C. No. 498/11 at JMFC 

Hiriyur‐ 

ADA Hiriyur v/s ZIL ‐ , Dealer Mr. Gupta & RMO 

Bellary 

Sub Standard Sampurna 

Case is pending. Next date is 27/11/2012 

              

9 C.C. No. 760/11 &761/11 

J.M.F.C. Hospet ADA Hospet V/s Dealer 

Sub Std DAP & 10:26:26 

Case is pending. Next date is 20/10/2012 

              

10 Case No. 28/03 at JMFC 

Aland   ADA Aland Vs ZIL  & Bhavi 

Agro Agencies. Sub Standard Sampurna 

Filed Vakalatnama at High Court, Circuit Bench, Gulbarga requesting for 

transferring case from Aland Court to High Court. Next date 

awaited. 

              

11 1344/04 dt.18/11/04   Jr. 

Division JMFC Kolar 

Fertiliser Inspector cum Agri. Officer  Kollar V/s 

C.S. Shetty, ZIL 

Substandard Sampurna  

 Next date awaited. 

              

12 CC 942/02 Dt. 12/06/2002 

JMFC  Ramnagaram Bangalore 

Fertiliser Inspector cum Agri. Officer  Ramnagarm Bangalore V/s Abdul Jabbar, ZIL M/s PSV 

Enterprises 

Substandard Sampurna  

 Next date of hearing not fixed as one accused has expired. 

122

  

               

13 32184/05 Dt. 19‐12‐2005 Principal & Sessions Judge 

Banglore  

Fertiliser Inspector cum Agri. Officer  Bangalore V/s ZIL & M/s Mysore Fertiliser Co. Bangalore. 

Sub‐standard Samrat 

Mr. H. V. Subramanya, Bangalore. Judgement is reserved. 

              

14 CC 83/06 Addl. Judicial JMFC Anekal  Bangalore 

Dist. 

Fertiliser Inspector cum Agri. Officer  Bangalore V/s ZIL ,Mr. Ramchandra 

Reddy M/s Venkateshwara Fertilisers 

Sub Standard Sampurna 

Next date of hearing is awaited.  

              

15 CC 56/2003, JMFC 

Srirangpatanam Mysore Dist. 

Fertiliser Inspector cum Agri. Officer  

Srirangpatanam  V/s P. Manju (dealer), Mr. Laxaman ‐TFCL, ZIL 

Substandard Single Super Phosphate 

Case pending 

              

16 C.C. No. 33/07  JMFC 

Pavagad, Pavagad, Tumkur Dist. 

ADA Pawagada V/s M/s manjunath Enerprises 

New Bus stand Pavagad & ZIL   

Sub standard D.A. P. 

Next date of hearing is awaited. 

123

  

               

17 Case No. 350/04 JMFC Kortgere Dist Tumkur 

Fertiliser Inspector Kortgere Dist Fert. 

Inspector Turvkere Vs  Mr. Anand ‐Dealer, Mr. P.N. Joshi & Mr. Sharat 

BabuV/s. ZIL  

Sub Standard Sampurna 

Fertiliser Inspector has gone in appeal. Next date  awaited. 

              

18  858/04, JMFC Kolar Fertiliser Inspector Kollar 

V/s.  ZIL Sub Standard Sampurna 

Next date of hearing is awaited. 

              

19 CC 540/03  JMFC Malavalli 

Mandya ADA Halagur V/s.  ZIL 

Sub Standard Sampurna 

Case pending. 

              

20 CC 452/08 at JMFC SIRA, 

Bangalore. ADA SIRA V/s. ZIL  

Substandard 10:26:26 

Case pending. 

              

21 CC No. 88/08 at JMFC  Bangarpet‐Bangalore 

ADA Bangarpet Vs Zil repre. By Mr. S. K. Joshi & 

others 

Substandard DAP 

Case pending. 

124

  

               

22 Rt 44/2001 Dt. 23/03/2006 

JMFC Shirgonda 

DOA Mr. Suresh H.G. Dist. Quality Officer V/s 

Ghargaon V.K.S.Society,Kasti V.K.S. 

Society, ZIL, LPL.  

Sub standard single super phosphate 

Case pending. 

              

23 CJM Chandnwad 04/2003 

Nasik State V/s Survanshi & co. Vadilibhoi, LPL & ZIL 

Sub standard single super phosphate 

Case pending. 

              

24 Cr. Case. No. SSC 43/2003 

CJM Parol, Jalgaon 

State V/s LPL‐Kamalesh ‐Zil Yousuf OM Sales , 

Pramod Vasu 

Sub standard single super phosphate 

Case is pending for want  of service. Next date awaited. 

              

25 Case No. 105/2005 JMFC 

Sindkheda   A.O. sindkheda Vs LPL 

&ZIL 

Sub standard single super phosphate 

Next date is awaited 

              

26 Suit No. & Court 24/2001, 

Ahmednagar 

Agricultural Dept. V/s.  Shaneshwar KSK, 

Pathardi, Ahmednagar 

Sub standard single super phosphate 

Case pending 

125

  

               

27 13 of 2002 before JMFC, 

Pali Dept of Agriculture V/s. ZIL  DMO Raigad, Pali 

Substandard Sampurna  

Case pending 

              

28 JMFC ‐Nandgao Nasik 

127/2008 Mr. Kasar Fert. 

InspectorVs LPL, ZIL 

Sub standard single super phosphate 

Case pending 

              

29 JMFC ‐ Dindori Nasik 

154/2008 

Fertiliser Inspector Dindori V/s 1. Zil and Six 

others 

Sub standard single super phosphate 

Case pending 

              

30 JMFC  Phaltan C.C. No. 382/10 new No. 125/11 

ADA Phaltan v/s 1. Liberty  2. ZIL & 3. Dealer 

Sub standard single super phosphate 

Case pending 

              

31  CC No.385/05 JMFC Khed  

State Fertiser Inspector KHED V/s Subbarao ZIL & 

others ( P. Sundara Raman) 

Substandard Sampurna  

Case pending 

              

32 Case No.23/08 dt. 

08/01/2010  at JMFC Lanja 

Statate of Maharashtra Agri Officer N.T.Rane V/s. ZIL, Liberty Phosphates & Lanja Taluka skvs Ltd.  

Sub standard single super phosphate 

Case pending 

              

126

  

33 

11/98 ‐ 877/98 3/6/98 (STC/877/2000)/21/8/97 S.P. Judge District Court 

Solapur‐  

District Inspector Quality Control Agri Dept., 

Solapur, v/s Jagganath B. Mehtre,Yousuf Mohiddin 

Liberty Phosphate Mumbai,Mr. Arun Walunj 

Sub‐standard SSP 

Mr. U.M Gore Quality Control Inspector has expired. Fresh date 

awaited. 

              

34 

9/98 ‐ 20/6/98  New case no.399/2000 at Sangoala S.P. Judge, Dist. Court, Solapur,transferred to JMFC Sangola‐ New No 

136/00 

Dist. Inspector Quality Control Agri Dept.Govt.of Maharashtra V/s  Zuari Industries Ltd, accused no.2. Laxmi K. Kendra, Mahud Mr. C.B. Tate 

Sub‐standard Urea 

Next date of hearing is 7‐12‐2102. Accused Mr. Saolapurkar 

has expired. 

              

35  SP/2652, Osmanabad  Agricultural Dept. v/s. V.M. Gandhi Tuljapur Road, Osmanabad 

sub standard Single super Phosphate 

Fresh date awaited 

127

  

               

36 406/2001  Judicial Magistrate Sangli    

District Quality Control Inspector, Seeds Fertilisers & 

Pesticides,Office of the Dist.Sup.Agriculture Officer  Sangli   v/s a) Ganapati Zilla Kass 

Society Ltd.Sangli b)  M.T. Gaikwad, Regional 

Manager, ZIL, Kolhapur 

Sub‐standard Sampurna 

Next date of hearing is 7/12/2012. 

              

37  93/95‐21/4/1995) 

399/2001 Special Judge, Miraj  

Mr. S.D. Vaidya,  Dist. Quality Control, Inspector 

& Fertiliser Inspector,Agricultural Office, Zilla Parishad Sangli     v/s     M/s Raj Fertilisers, Malgaon Mr. Babu Rao Jinmappa Vasagade,Sangli   

(Prop.Raj Fertilisers) M/s Bala Kalappa Kudche, Jaysingpur Mr. Bala Kalappa Kudche, 

Jaysingpur Zuari Agro Chemicals Ltd. Goa, Dy.Genl. Manager 

(Marketing) 

Sub‐standard Samrat  

Dr. Saolapurkar‐ ex‐ DGM‐ MKTG RMO‐Pune has expired. Since accused has expired the case is 

likely to be closed 

128

  

               

38 

RCC No. 374/03 Dt.9‐04‐2003 Kolhapur, Civil Judge 

Jr. Div & Judicial Magistrate, Solapur. 

State through Sridhar Joshi Vs ZIL Archana K. 

Bh. Irana Panche   

Substandard Sampurna  

Next date of hearing is awaited 

              

39 

CC No.1400/2007 filed before the Judicial 

Magistrate First Class, Madha District solapur, 

Kolhapur 

State through Fertilizer Inspector cum Agriculture 

Officer V. ZIL 

Substandard Sampurna 

Next date of hearing is awaited 

              

40 Case No. 253/08 JMFC Shirala Sangli ‐Kolhapur 

Region. 

Govt. Maharastra repres. By Shri M. B. kadam 

Shirala Vs ZIL  

Substandard 10:26:26 

Case pending 

              

41 Cr. Case no. 323/2004 Addl. JMFC Tirupathi 

State of A.P. V/s ZIL‐H. S. Eshwarappa & TFCL 

Substandard SSP  Case pending 

              

42 CC 337/2006    Nellore II 

Additional Judicial Magistrate Ist Class Nellore  

Assistant Director  of Agriculture Nellore. V/s Sri  Pokuri Malakondiah , 

&  ZIL 

Sub‐standard Sampurna 

Stay granted by the High Court. Next date awaited. 

              

129

  

43 CC No. 488/05 JMFC 

Nandyal Shifed to JMFC Karnool  

Assistant Director  of Agriculture Nandyal Vs M/s Mateshwari Ferts & 

Pests and ZIL  

Sub‐standard Saubhagya 14:35:14 

next date awaited. 

              

44 CC.NO 232/2002,JMFC 

,Kurnool ADA    V/s    ZIL  ,Kurnool 

Analysed product is not as 

per the specifications.  Zinc percentage sub ‐standard 

Posted for argument. Fresh date awaited. 

              

45 CC No.81/2002, Distr. 

Court Karnool. 

ADA  V/s ZIL  ,Kurnool  & Thungabadra Ferts & 

Chemicals 

Sub ‐standard  SSP . 

Case has been shifted to District Court. Fresh date is awaited. No information from the court w.r.t. 

future proceedings. 

              

46 CC  874/2006 Addl. Judl. Magistrate Krimnagar 

Asst. Director of Agriculture Karimnagar Vs  

Zil 

Sub standard Single  Super  phosphate  

Case is pending 

130

  

               

47 RCC No. 12/2004  New No. 24/2004 JMFC, Nilanga Court  (dist. Latur) 

Fertiliser Inspector V/s  LPL, Mr. Yusuf Mohiddin & ZIL , M/s Sanjay KSK, 

Nilanga) 

Sub standard Single  Super  phosphate  

Case is pending 

              

48 RCC 208/2004 At AUSA 

Dist. Latur  

ADA Aurangbad Dist. Latur V/s LPL, Zil &Bharat 

Krishi Bahandar 

Sub standard Single  Super  phosphate  

Mr. Youssuf Mohiddin is discharged from the case vide 

order dated 19‐11‐2007.  Case is pending 

              

49  105/2005 JMFC Sindkheda AO Sindkheda Mr. U.P. 

Birase, LPL ZIL 

Substandard Single Super Phosphate 

Case is pending 

              

50  JMFC Nndgaon  127/2008 Mr. Kasar, fertiliser 

Inspector Vs ZIL & LPL  

Substandard Single Super Phosphate 

Case is pending 

              

51 

Special case no 34/2000‐Sp. Court Belgaum 

 76/2003. * Session Court Ramdurga 

ADA‐Ramdurg V/s.V.S. Cholachagud‐

Ramdurg(subdealer)  V.B. Gangannavar, 

Ramdurg(dealer) ZIL, Zuarinagar,  Mr. Abdul Matheen‐TFCL‐Hospet 

Substandard Single Super Phosphate 

Proceedings filed before High Court of Dharwad for quashing the case have been allowed. 

131

  

               

52 Case No. 376/2000 JMFC 

Byadgi 

ADA Byadgi  V/s  M/s Halesh Krishi 

Kendra,Mottebennur M/s TFCL‐Mr. Abdul Mateen,ZIL  

Substandard Single Super Phosphate 

M/s TFCL have gone to High Court. Next date is awaited 

              

53 Spl. Case No. 705/2002,   Special Judge Belgaum * 

ADA‐Fert.Inspector, Shriggaon V/s. Mr.S.K. Kinekar,Pratibha Krishi 

Seva Kendra, 2. CM‐TSCL, Zuarinagar, 3.Mr.Abdul 

Matheen‐Prdn.Mgr.TFCL,Hospet 

Substandard Single Super Phosphate 

M/s TFCL have gone to High Court. Next date is awaited. 

              

54 Case No. 376/02‐Sessions Court, Dharwar Case No. changed to Spl EC 9/2001  

ADA‐Byadgi V/S. Halesh Krishi Kendra, 

Motebennur‐dealer TFCL ‐ Hospet B H Nagaraja ‐ 

MM, Hubli 

Substandard Single Super Phosphate 

M/s TFCL have gone to High Court. and obtained the stay. 

.Zuari has not taken part in High court proceedings. 

              

55 

Case No.395/02 Spl. ECC/7/2001‐District Sessions Judge Court Gadag shifted to JMFC 

Laxmeshwar 

ADA‐Shirhatti V/s M/s. Basaveshwara Traders, 

Bellatti Mr. S.B. Mahadik‐erstwhile MM‐Hubli  M/s. 

TFCL ‐ Munirabad 

Substandard Single Super Phosphate 

Case is pending 

132

  

               

56 Case No.1071/09 JMFC ‐ 

Hubli 

Agriculture Officer, JDA Office Dharwad. V/s 1. r. Shashdhara C. Patil of M/s Baswaswara Agro Agencies, Hubli. 2.  ZIL 

Substandard DAP 

Case is pending 

              

57 Case No. 839/10 at J.M.F.C. 

Sankeshwar 

 1)  Asst. Director of Agriculture, Hukkeri V/s 1)  Mr Dundappa. I. Bagewadi & 2) ZIL 

Sub standard Samarth 

Case is pending 

              

58 C.C. No. 1025/10 JMFC 

Banahatti 

Agriculture Officer S.B.Kulloli V/s 1. Anand 

Fertilisers & 2. ZIL 

Substandard DAP 

Case is pending 

              

59 C.c. No. 505/11 J.M.F.C. 

Sankeshwar ADA Sankeshwar V/s 

Dealer & ZIL Sub‐ Standard Imported DAP 

Case is pending 

              

60  C. C. No.565/11 

M/s Pratibha Krishi Seva Kendra, Zuari Dealer, 

Belgaum.; Mr. S A Mahant Shetty, sub‐dealer‐ 

Ballihongal; ZILCompliance Officer 

Sub standard 10:26:26‐ Samarth 

Case is pending 

133

  

 

61  215/05 JMFC Guntur   JVS Rao Vs ADA (assistant Director of Agriculture  

Sub standard 14:35:14 

Judgement has come in favour of company; final order is yet to be received. 

62  289/06, District Court Eluru 

Mr.SK. Joshi and Mr.S.S.Rao.  Rao Vs ADA (Assistant Director of Agriculture)  

Sub standard 14:35:15 

Judgement has come in favour of company; final order is yet to be received. 

 

63 Spl. C.S. No.57/99/B In the Court of Civil Judge, Sr. Div. 

Vasco da Gama  

ZIL V/s.Saibaba Manures Depot  Dealer Code 

70187 

For recovery of Rs.2.54 lakhs for  supplies made. 

 Appealed in the High Court after being dismissed by Vasco Court. Now transferred back to District Court, Margao  on pecuniary 

Jurisdiction limit. 

              

64 OS  80/04 dated 

28/07/2004 Civil Judger Sr. Div. Maddur Dist.Mandya 

Zil V/s Mr. Madhsetty K N Smt. Prema Madhshetty. 

Recoveryof O/s 9,96,344/‐ 

Judgement delivered in favour of the Company. Execution 

proceedings are  being initiated. 

134

  

               

65 C/Suit no.166/02 dt.10/10/01,Civil 

Judge,Sr.Divn.Barshi ZIL V/s J.B. Gude 

Recovery claim of Rs. 4,41,176/‐ plus interest 

The Judgement is received in favour of the Company..The court has directed the dealer to pay Rs.637454 (including interest) The execution of the decree is 

being taken up. 

              

66 Appeal No.  75/2002 Dist 

Court, Kurnool New Rachamadugu V/s. ZIL Gurunatham and Sons Nandyal IIIrd Addl Dist Judge, Nandyal 

Under CC No.196/98 Court convicted the 

dealer for 1 year imprisonment. 

The party appealed in the High Court and got acquitted. 

 Applied for certified copy. 

              

67 CS 34/2002 Sub 

Court,Penugonda Kurnool ZIL V/s. Sudha Agricultural Agencies,Garladinne 

Civil Suit filed for recovery of 

outstandings of   Rs. 2,97,000/‐ 

Ex parte decree is in our favour. Out of court settlement is 

worked  

              

135

  

68  CC 727/2004  Zil V/s Shri Satyanarayan agencies Kaddappa Cheque 

bouncing case Rs. 2,60,000 

Party not traceable. 

 

69 

Appeal No.180/2010‐ Appeal filed before the 

District and Sessions court‐ Anantpur 

ZIL V. Mandal Agricultural Officer  

Appeal against Order of District 

Collector confiscating DAP 

stock 

 High court was pleased to allow the application for release of the DAP stock against the Company 

issuing Bank Guarantee. 

              

70 Darkhast 30/95  in Spl.Civil Suit No.12/ 82 Dist.Court 

Aurangabad. ZIL V/s.Kailash & Co. 

For recovery of Rs.1.35,000/‐. 

The Proprietor of the firm has expired. Case is pending 

              

72 Special Suit No. 9/2004 

dated 30/7/04 JMFC Latur CJSD Udgir Dist. Latur 

ZIL V/s Uday krishi Seva kendra Udgir Dist. Latur Recovery suit for  Rs. 7,04,000/‐ 

Case is pending 

              

136

  

73 Special civil suit no. 

10/2004  dated 30/07/04 JMFC Latur.  

ZIL V/s M/S Ramlingeshwar Shakti Bhandar Dist, Latur. 

Recovery suit of Rs. 13,21,000/‐ 

Case is pending 

             

74 Criminal case no. 3210/05 

CJM ‐JALGAON ZIL V/ s R.G. Lohar 

Under section 138 of N.I.ACT 

Decreed in Company's favour. 

              

75 OS/1/99 Tadeppalligudem 

Court ZIL V/s  New Jaikisan  Fertilisers 

Recovery of dues Rs. 1,49,948.00 

Dealer has agreed for out of court settlement by paying some 

amount during the season. Efforts are on. 

              

76 CC 97/04, 98/04 &354/04, 355/04 JMFC Khammam 

PPL V/s Sri valli Corporation represented by the proprietor Khammam. 

Recovery dues   Next date awaited. 

              

77  Zil‐OS 2/98  ZIL Vs M/s Sri Vijayalakshami Agro centre Recovery of Rs. 4,20,480/‐ 

Decree in favour of the Company . Defendant filed appeal in the 

High Court at Hyderbad. Awaiting notice. 

137

  

 

78 

PPL‐OS/192 & 194/2006 dt. 04‐09‐06. Anjaneyuulu Chowdary Addl. Sr. Civil Judge Court Narasaraopet 

ZIL V/s M/s Subramanyshwara Fertilisers, Narasaraopet 

Recovery dues     

Judgement pronounced suit decreed in favour of the 

Company. Execution proceedings are being initiated. 

              

79 513/2005  JMFC Kaimnagar  Hydrabad. Vakalat filed on 

17/05/2007  ZIL Vs M/s Nagendra Fertilisers  & Pesticides  

Recovery of outstanding amounting Rs. 1,42,757/‐ 

Court has issued summons. Dealer not traceable.Case 

pending for service of summons to dealer 

80 In the High Court of Bombay at Goa 

ZIL V/s. Basilia Gomes  Appeal has been filed against 

claim for ZIL land  

Matter to come up on Board of the High Court 

              

81 

In the Court of Civil Judge, Sr. Div.at Vasco da 

Gama.Spl. Civil Suit No. 20/01/B  

ZIL Vs People of Sancoale 

Suit for declaration and 

other consequential reliefs in the 

matter of alleged claim for land 

Case is pending 

138

  

              

82 In the Court of Addl. Civil Judge Sr. Div.Vasco Da 

Gama Goa. Suit No. 40/06/B  

Mrs. Francisco D,Costa  E Rodrigues & Others V/s Liopolidinho Aguiar, ZIL  & Others 

Suit for declatory reliefs wrt 

property bearing survey No.128/3 

of Sancoale Village 

Case is pending 

              

83 Reg.CS No.54/93/C In the Court of Civil Judge Junior Div., Vasco da Gama. 

ZACL V/s. T. Mohankumar Suit for 

declaratory reliefs 

Case is pending 

              

84 Before the High Court of 

Bombay at Goa ZACL V. Fertilizer Inspector 

Prosecution filed against Company on the accidental death of contract 

worker  

Appeal filed. 

139

  

              

85 

Suit No.1503/98, June,1998.) LPA No. 95 /2008  In the High Court 

New Delhi  

Southern Petrochemical Ind.Corp.Ltd., & ZIL & Others thru' FAI V/s Govt. 

Dispute in reduction of subsidy in the concession 

extended with retrospective 

effect 

Appeal is filed by the Union of India before the Supreme Court. 

 

86 In the High Court of Bombay, at Goa.Writ 

petition  No. 370 of 2005.  

Zuari  Industries Limited  V/s Union of India through General Manager South Western 

Railways‐ 

Appeal against the 

order/judgment dated 14th June 2005 passed by Railway Rates 

Tribunal of India. 

Company has deposited an amount of Rs.2 crores, in the High Court. Matter is on Board  

for final  hearing. 

              

87 

Civil Writ Petition No.231 of 2007. In the High Court of Judicature Bombay at Goa Panaji. (Zil Land acquisition) 

ZIL & others Vs State of Goa & others 

Prayer to declare Notification dated 5th, 

February (r/w corrigendum dt. 19th Feb.2007) and 19th, April 

2007  for acquisition of Company‐ land as bad in law 

illegal , null and void 

Writ pettion admitted.(Status quo order continues). 

140

  

            

              

88 Raikar V. ZIL. Matter before 

the Consumer Dispute Redressal Forum‐ Margao‐ 

Mr. Suresh Raikar Vs Insurance Company & Zil 

Insurance claim against Fire & 

Oriental Insurance Company 

Next date of hearing awaited. 

              

89 In the High Court of 

Bombay Admiralty Suit No.402 of 2011 

ZIL V. M.V. Olympias 

Suit for claim agiants short load of DAP at 

Kandla Port. Recovery claim of 500.868 MT to the 

tune of USD 263,775.52 (approx Rs.1.30 crores) 

Respondents have issued a bank guarantee of amount prayed for alongwith 9% interest per anum 

till disposal of Suit.  The matter  is pending. 

              

90  

Before the Civil Judge Senior Division, at Vasco 

ZACL V/s NHAI and 5 ors 

Suit for compensation of 

Rs.66 crores towards claims arising out of fire incident dated 

19‐20th August 2011 

Case filed by ZACL. 

141

  

           

142

  

Litigations filed by/against Directors of the Company  

Sr. No.

Name of the Director

Case No Case title

Relevant section with Act if available.

Court of Jurisdiction, Place

Liability/ Receivable Quantified

Present status

1 Arun Duggal 

Civil Suit 40 of 2006 

Mr. Arun Duggal, Plaintiff           Versus  Mr. Ajay Pratap Singh & Uday Pratap Singh, Defendant  

Specific Performance under Sale Contract  

Hon’ble High Court of Himachal Pradesh at Shimla 

  Pending Trial  

2 Shyam Bhartia 

311/2005  Atul Kakkar

Vs

Jubilant Organosys Limited, Mr. Shyam S. Bhartia  

Judicial Magistrate at Agra  

The Complainant  alleged  that Jubilant  Organosys  Limited had  fraudulently  transferred 50  shares  owned  by  him  in favour  of  Ms.  Varsha Maheshwari  which  were actually  stolen  from  his possession.  Criminal liability 

Jubilant  Organosys filed a  petition  U/S  482 Cr.PC bearing  No. 13019/2005)  before  the High  Court  at Allahabad for  quashing  of  the proceedings.  The  High Court  of  Allahabad  has stayed  the  proceedings of  the  criminal  case before  the  Judicial Magistrate  at  Agra.  The matter  is  currently pending.  

143

  

3 Shyam Bhartia

280A/ 19.7.05

State through Chief agriculture Officer, Muktsar

Vs

M/S Kamal and Company and others.

Section 19(a) of Fertiliser Control Order and Section 7 read with Section 12 AA of essential Commodities Act

Chief Judicial Magistrate at Giddarbaha (Dist. Muktsar, Punjab)

Criminal liability  The Supreme Court of India stayed the proceedings before the Chief Judicial Magistrate, Muktsar on November 27, 2008 in SLP 8493/2008 converted to Cri. Appeal No 1497/2010. Further, by order dated December 8, 2008, the Supreme Court of India confirmed the stay of further proceedings only against Mr. Shyam S. Bhartia, till further order. The special leave petition is currently pending.

4 Akshay

Poddar C.R.R. No. 323 of 2011

Adventz Investments and Holdings Ltd. & Others. Versus Birla Corporation Ltd. & Another

Application under Section 482 of the Code of Criminal Procedure, 1973

High Court at Calcutta Criminal Revisional Jurisdiction

The Matter will come for hearing on November 27, 2012

144

  

 

5 Akshay Poddar

C/ 30907/2010

Birla Corporation Ltd. Versus Poddar Heritage Investments Ltd. & Others

Petition of Complaint under Section 200 of the Code of Criminal Procedure, 1973 for offences punishable under Sections 379, 403, 411 read with Section 120B of the Indian Penal Code, 1860

Before the Learned Metropolitan Magistrate, 10th Court, Kolkata

The next hearing is scheduled on December 10,2012

145

  

Litigations filed by/against the Promoter Company  Zuari Global Limited (Formerly known as Zuari Industries Limited)  

              

SR.NO. NAME OF THE COURT AND ADVOCATE 

PARTIES INVOLVED BRIEF 

SUMMARY OF THE CASE 

STATUS 

1 492/94 dated 6.9.94    JMFC‐Mangaon Dist, 

Raigad. 

D.P.Bhad,Insecticide Inspector & Dist. Quality Control Inspector‐ADO‐

Z.P.Raigad, V/s.V.M.Dhamdhere,Konkan Pesticides, A.V.Mahalunkar, ZILS.G.Sheth,Konkan 

MSK,Mangaon 

Substandard ‐ Polycron 

Awaiting Judgement 

              

2 329/98 Suit in Judicial Magistrate 1st Class 

JMFC Junnar 

Insecticide Inspector, ADO, Z.P.Ahmednagar, 

V/s.(1)K.Saibaba,Vantech Chemicals Ltd.  (2)A.V. Mahalunkar,ZIL  (3) Bharat Vikhe, Shramik Krishi Seva Kendra, 

Narayangaon 

Sub‐standard ‐Mancozeb 

Case is pending 

146

  

               

3  Case No.303/2010 

Mr. S. B. Gangai Fertilizer Inspector, Zilla Parishad Sindhudurg V. Vantech Chemicals, M/s. Zuari Industries Ltd. 

and M/s. Annapoorna K.S.K. Sawantwadi 

Sub‐standard‐Chloripyrifos 

Next date of hearing is on 12‐12‐2012 

              

4 Case No. 113/2001 CJM solapur State Adv. Deshpande 

Fertilser inspector V/s New Utkarsh K.B Mandrup,  Zil  

Substandard Endosan 

Notice has been issued to A O P S to 

attend the case. 

5 STC. 2050/2006 

JMFC‐ Madha Solapur ADO Solapur V. D. Srikant Rao, Mrunalini Enterprices and ZIL 

Substandard Monosaan 

Case is pending 

147

  

               

6 

CC No.107/2002 Yemmiganur Court Adv.Nagendranath Reddy , Kurnool Shifted to District Court Karnool. 

ADA V/s ZIL ,Kurnool  Sub standard Pesticide 

Case is pending 

 

7 

332/2009, 3rd Metropolitan Megistrate cyberabad, Hyderabad 

P. Narhari 

Pesticides C&F, Misappropriation under section 403 

& 406` 

Case is pending 

              

8 SCC NO 1339/95 Sillod (Dist.A'bad) 

court 

Insecticide Inspector v/s ZIL, & Konkan Pesticides, M/s Piyush Agro Agencies, 

Sillod Dist. Aurangabad & ors.  

Sub‐standard Endosulfan  

Other accused not appearing Hence Court 

has issued  fresh summons. 

148

  

9 Case No. 3097/2005 

Addl. JMFC‐Bhadravati 

ADA Cum Insecticeds Inspector Badravati Vs Mr. Ramesh ‐Haldamma traders Dist. Shimoga, . ‐ZIL Shimoga 

Substandard Monosaan 

Case is pending 

 

10 In the High court of Bombay at Goa 

Sancoale Communidade V/s ZIL Suit for declaratory relief agasinst ZIL 

Appeal filed against order of the Lower court. Pending hearing 

              

11 

Execution of Judgement passed in Land Acquisition 

Case‐ filed before the District Court (Adv. Sonak/Devidas 

Pangam) 

ZIL V/S Government of Goa. 

Court has awarded enhanced 

compensation of Rs.116/‐ per sq.m. Execution of the decree has being 

initiated. 

Case pending 

              

12 

In the Court of District Consumer Redressal Forum, 

Bulandshahr,U.P.Adv. Satendra Singh 

Raghav 

M/s. Premavati w/o. Mr. Om Prakash Singhal, Bulandshahr‐ 203 001 U.P. V/s. 

ZIL. 

Claim for 7 additional shares of Rights Issue 

Appeal filed before the State Commission at Lucknow, against the Order of the Consumer 

Forum and obtained stay. 

              

149

  

13 In the  Industrial Tribunal, Panjim 

Robert  Falcao V/s Zil ( Greval  Eng.) Reinstatement of Grewal Engg. Workmen 

Order has come in favour of the Company. Party has challenged the order of the trial Cout . Case sent 

back to District Court. Next date is awaited. 

              

14 Before the District Judge, at Margao 

R G Furtado V. ZIL 

Appeal against Order of the Lower court for recovery of money payable by R G Furtado to the Company 

Judgement passed against the Company on 28‐08‐2012. Company has 

initiated steps for appeal before the High Court. 

              

15 

CWP No.12649 of 1995 in the High 

Courtof Chadigarh,Chandigarh 

Union of India (Dept. of Fertilisers & Dept.of Agriulture.Saw Pipes Ltd., V/s.State of Haryana & Others 

Saw Pipes Ltd.have filed suit against Haryana State and made all allottees of HUDA land in Gurgaon as partners. 

Case pending 

              

16 148/2004 dated 

9/12/2004  ZIL V/s K. Ramchandra Rao 

Reinstatment of services with all consequential 

benefits. 

Case has ben shifted to additional Metropolitan Magistrate, Nampally. 

1 

150

  

17 

IN THE COURT OF CIVIL JUDGE SENIOR DIVISION AT VASCO DA GAMA SPL. CIVIL SUIT NO 58/05/A 

Sharada Ashok Hajare V/s Sandhya Ashok  Hajare & Zuari Industries Ltd & 

others 

Suit for Temporary Injunction to restrain the cmpany from transferring the FDR with interest accrued thereon, as on 30/10/1998 amouning Rs. 47,261 to the Investors 

Education and Protection Fund. 

Case pending 

              

18 

IN THE COURT OF SR. CIVIL JUDGE GUNTUR 

*174/2005 O/S 309/2004 

S. S. Rao V/s V. Venkteshwara Rao & Zil 

Suit for recvery of amount of Rs. 1,26,935.54 

deducted from the salary of the 

plaintiff  with a further claim of interest @ 24% from the date of suit.aginst the Ist, defendant in 

alternative  against the Company. 

Case pending 

 

151

  

 

19  Tax Appeal No.491 of 2006  ZIL Vs Asst Commissioner of Income Tax Cicle 2 

Margao Goa. 

Challenging the order dated 1st, June 2006 passed by 

Income Tax appellate Tribunal Mumbai Bench 'E' In I.T.A. No 

71 and 75 of 2005 for asessment year 2001‐2002. Amount involved Rs. 17.41 

crores. 

Matter to come up for hearing on High court Board. 

              

20  Tax Appeal No.80 of 2006 Commissioner of Income 

Tax   Vs  ZIL 

Tribunal Mumbai Bench 'E' In I.T.A. No 71 and 75 of 2005 for asessment year 2001‐2002. 

Matter is  shifted to Bombay High Court  in pursuance to the order of Bombay High Court  and clubed with Tax appeal No. 491 of 2006. Matter to come up for 

hearing on High court Board. 

              

21  Tax Appeal No.60 of 2008 Commissioner of Income 

Tax v/s. ZIL Tax effect in the appeal is valued at 0.36 crores. 

Matter to come up for hearing on High court Board. 

              

22  Tax Appeal No.51 of 2008 Commissioner of Income 

Tax v/s. ZIL Tax effect in the appeal is valued at Rs.0.44 crores. 

Matter to come up for hearing on High court Board. 

              

152

  

23 (case not assigned yet) 

Commissioner of Incom Tax (appeals ) Panaji 

Dy. Commissioner of Income Tax V. ZIL 

Tax effect in appeal is Rs.0.21 crores 

(Assesment year 2006‐2007) 

Matter addmitted on 29‐09‐2011. Official position 

vacant.  

              

24  Tax Appeal No.18 of 2009 Commissioner of Income 

Tax v/s. ZIL Tax effect in the appeal is valued at 0.38 crores. 

Matter to come up for hearing on High court Board. 

              

25  Tax Appeal No.ST/ 400/2012  ZIL V. CESTAT 

Appeal against the order of the Commissioner (Appeals) dated 

15‐03‐2012 for tax effect amounting to Rs.3,36,847/‐ for assesment period April 2009 to 

September 2009 

Company has deposited the amount under protest. 

Appeal heard on 19‐06‐2012 and stay was granted against pre‐deposit of Interest and penalty. 

1 

26  Tax Appeal No.ST/70/ 2012  ZIL V. CESTAT 

Appeal against the order of the Commissioner (Appeals) dated 

15‐03‐2012 for tax effect amounting to Rs.5,91,486/‐ for assesment period October 

2009 to March 2010 

Company has deposited the amount under protest. 

Appeal heard on 23‐07‐2012 and stay was granted against pre‐deposit of Interest and penalty. 

              

153

  

27 

Appeal No. ST/263/22‐Mum and Stay no.ST/Stay/730/11‐ 

MUM Commissioner of Central Excise 

Vishakapatanam ‐II Commissionerate Viahakhapatanam 

Consultant/Counsel Mr. A. Vijaykumar ret. I.R..S. 

Customs Exise & service Tax Appellate tribunal 

West zonal Branch V. ZIL 

Case against Zil for alleged misuse of Notification  Nos. 17/2001 dt. 1‐3‐2001 and 

21/2002‐Cus dated 1‐3‐2002 as ammended in respect of 

import of muriate of Potash. 

Next date awaited. 

              

28 CESTAT of Goa Appeal No. E/78 of 2003   & Appeal N.o 

E/2879/2003 

Commissioner of Central exise V. ZIL 

Recovery of interest of Rs. 0.30 crores in furnace oil usage case 

Judgement delivered upholding the demand of the Department in respect of use of furnace oil used for generation of power used for adm. Building & colony. As far as demand towards the use of furnace oil for Argon plant same is remanded back to the 

department.  

              

29 JCCT (Appeals) BCD‐1, 

Bangalore 

Joint Commissioner of Commercoial Taxes, Banglaore V. ZIL   

Levy  of penalty for proffessional tax on godowns  

(2002‐2003) 

50% of the disputed amount of penalty hads been paid (Rs.21,28,125) and ad‐

interim stay is granted for 50% of the disputed amount 

of penalty against irrevocable bank guarantee. 

              

154

  

29 High Cout Bangalore of Karnataka at Bangalore. 

Dy.Commissioner of Commercial Taxes, Bangalore V/s Zuari Industries Limited 

Levy of professional tax on godowns @ Rs.0.10 crores 

Apex Court orders are in favour of Govt. of Karnataka. Principal P.T. settled for year 2003‐04 to 2008‐09. Interest 

paid as per court order @1.25 from 2005‐2006 to 

2008‐2009 

              

30 

In the High Court of A.P. against the order of Asst. 

Commissioner (CT) Intelligence, Punjagutta 

Division 

Zuari Industries limited v/s. Asst. Commissioner (CT) 

Intelligence 

Asst. Commissioner (CT) Intelligence passed an order 

raising demand to pay Rs.16,79,835/‐ on 29th June, 1999 on sale of pesticides.  

Contingent liability ‐ Rs.19,97,994/‐.  Amount paid ‐ Rs.12,39,917/‐.   

Appeal  preferred against the order and stay granted subject to 50% deposit of  the disputed amount. 

2 

31  High Court of Bombay at Goa Commissioner of Income 

Tax V. ZIL 

Tax effect Rs.0.69 crores(Assesment year 2001‐

2002) 

Decision in favour of the company. Department of Income Tax has gone into appeal before the Supreme Court. Yet to receive the 

appeal papers. 

              

32 High Court of Andhra Pradesh at Hyderabad. 

Commercial Tax Officer, Hyderabad V. ZIL, Regional 

Office 

Demand of Rs.0.16 crores for assesment Proceedings for 

2007‐2008.  

Claim filed in the High Court for inclusion of F forms and asking for revised Assesent Order to avoid penalty. 

              

155

  

33 High Court of Bombay at 

Goa. Tax Appeal No.34/2012 Commissioner of Income 

Tax V. ZIL 

Demand of Rs.0.31 crores pertaining to Assesment year 

1998‐1999 

Matter has been tagged with Tax Appeal 

No.51/2008. Three issues have been dismissed and 

one issue survives which has decresed the Tax effect from 1.17 crores to 0.31 crores. 

              

34 High Court of Bombay at 

Goa. Tax Appeal No.26/2012 Commissioner of Income 

Tax V. ZIL 

Demand of Rs.0.36 crores pertaining to Assesment year 

1999‐2000 

Matter has been tagged with Tax Appeal 

No.51/2008. Three issues have been dismissed and 

one issue survives which has decresed the Tax effect from 13.6 crores to 0.36 crores. 

              

35 High Court of Bombay at Goa. Tax Appeal 29/2012 

Commissioner of Income Tax V. ZIL 

Demand of Rs.0.40 crores pertaining to Assesment year 

2000‐2001 

Matter has been tagged with Tax Appeal 

No.51/2008. Three issues have been dismissed and 

one issue survives which has decreased the Tax effect from 1.91 crores to 0.40 

crores.               

36  ITA/555/MRG/11  CIT appeals V. ZIL Demand for 2.05 crore, 

pertaining to Assesment year 2009‐2010 

Matter heard on 09‐04‐2012 and submissions made on 

19‐10‐2012               

37  ITA/556/MRG/11  CIT appeals V. ZIL Demand for 0.25 crore, 

pertaining to Assesment year 2008‐2009 

Matter heard on 19‐10‐2012 

Litigation filed by/against Promoter Group Companies: ‐ 

156

  

 ADVENTZ INVESTMENTS AND HOLDINGS LIMITED (Previously known as Poddar Heritage Investments Limited)  DETAILS OF MATTER PENDING IN COURTS  Sl. No.  

Case No.  Cause Title  Section & Statute under which filed 

 

Court & Jurisdiction 

Status 

LEGAL CASES FILED BY US  

1  C/18526/2010   

Poddar Heritage Investments Ltd 

Versus Chopra Marketing P. Ltd & Anr. 

138 read with Section 141 of Negotiable 

Instruments Act, 1881 

 

In the Court of Chief 

Metropolitan Magistrate at 

Calcutta  

Amount  involved – Rs.2.89 cr. and further interest  till  payment.  The matter  is  being heard  from  time  to  time and next date of hearing is fixed on 21st May, 2012. 

2  G.A. No 383 of 2011 C.S. No. 174 of 2010 

 

Poddar Heritage Investments Ltd 

Versus Chopra Marketing P. Ltd  & 

Anrs  

  In the High Court at Calcutta 

 

The  matter  is  being  heard  from  time  to time. 

3  C/12087/2011  Adventz Investments & Holdings Ltd 

Versus Enso Pvt Ltd. & Others 

138 read with Section 141 of Negotiable 

Instruments Act, 1881 

In the Court of Chief 

Metropolitan Magistrate at 

Calcutta 

Amount  involved – Rs.9.41 cr with further interest  till  payment.  The matter  is  being heard from time to time and the next date of hearing on 18th May, 2012 for plea.  

157

  

4  C.R.R. No. 323 of 2011  

Adventz Investments and Holdings Ltd. & Others.  

Versus Birla Corporation Ltd. & 

Another 

• Petitioner  No.  1:  Adventz Investments  And  Holdings Limited (previously known as Poddar Heritage  Investments Limited) 

• Petitioner  No.  4:  Fullford Vinimay Private Limited 

• Petitioner  No.  5:  Adventz Securities Enterprises Limited (previously known as Poddar Heritage Corp. Limited) 

Petitioner No. 7: Akshay Poddar 

Application under Section 482 of the Code of Criminal Procedure, 1973 

 

In the High Court at Calcutta 

 Criminal Revisional Jurisdiction 

The Petition  is posted  for  further hearing on 27 November 2012.  

158

  

 LEGAL CASES FILED ON US 

Sl. No.  

 Case No. 

 Cause Title 

Section & Statute under which filed 

 

Court & Jurisdiction 

Status 

1  A.C.O. No. 42 of 2011 A.P.O.T. No. 150 of 2011 A.P.O. No. 154 of 2011 C.P. No. 1 of 2010 

 

Birla Education Trust & Others Versus 

Birla Corporation Ltd. & Others 

• Appellant/  Petitioner  No.  2: Fullford  Vinimay  Private Limited 

• Appellant/  Petitioner  No.  4: Adventz  Investments  And Holdings  Limited  (formerly known  as  Poddar  Heritage Investments Limited)  

• Appellant/  Petitioner  No.  5: Adventz  Securities Enterprises Limited (formerly known  as  Poddar  Heritage Corp. Limited) 

Appeal under Section 10F of the 

Companies Act, 1956 arising from an order of the Company Law Board, Principal Bench, New Delhi 

 

In the High Court at Calcutta 

 Civil Appellate Jurisdiction 

 

The  Appeal  is  being  heard  from  time  to time. 

2  A.C.O. No. 71 of 2011 A.P.O.T. No. 281 of 2011 A.P.O. No.       of 2011 C.P. No. 1 of 2010 

 

Birla Corporation Ltd.  Versus 

Birla Education Trust & Others  

• Respondent No.  2:  Full  Ford Vinimay Private Limited 

Appeal under Section 10F of the 

Companies Act, 1956 arising from an order of the Company Law Board, Principal 

In the High Court at Calcutta  

 Civil Appellate Jurisdiction 

The  Appeal  is  pending  and  shall  be  fixed for hearing post  conclusion of  the  appeal being A.C.O. No. 42 of 2011. 

159

  

• Respondent  No.  4:  Poddar Heritage Investments Limited

• Respondent  No.  5:  Poddar Heritage Corp. Limited 

 

Bench, New Delhi  

 

3  A.C.O. No. 189 of 2012 A.P.O.T. No. 411 of 2012 A.P.O. No.    of 2012 C.P. No. 1 of 2010 

 

Birla Education Trust & Others Versus 

Birla Corporation Ltd. & Others  

• Appellant/  Petitioner  No.  2: Fullford  Vinimay  Private Limited  (now  known  as Adventz  Securities  Trading Pvt. Limited) 

• Appellant/  Petitioner  No.  4: Limited  (now  known  as Adventz  Investments  and Holdings Limited)  

• Appellant/  Petitioner  No.  5: Poddar  Heritage  Corp. Limited  (now  known  as Adventz  Securities Enterprises Limited) 

 

Appeal under Section 10F of the 

Companies Act, 1956 arising from an order of the Company Law Board, Principal Bench, New Delhi 

 

In the High Court at Calcutta 

 Civil Appellate Jurisdiction 

 

The Appeal shall come up for hearing on 3 December 2012. 

4  C.P. No. 1 of 2010  

Birla Education Trust & Others  Versus 

Birla Corporation Ltd. & Others 

• Petitioner  No.  2:  Full  Ford 

Petition under Sections 235, 237, 247, 250, 397, 398, 402 and 403 of the 

Company Law Board, Principal 

Bench, New 

The  Company  Petition  is  posted  for  final hearing on 21, 22 and 23 January 2013.  

160

  

Vinimay Private Limited (now known  as Adventz  Securities Trading Pvt. Limited) 

• Petitioner  No.  4:  Poddar Heritage Investments Limited (now  known  as  Adventz Investments  and  Holdings Limited)  

• Petitioner  No.  5:  Poddar Heritage  Corp.  Limited  (now known  as Adventz  Securities Enterprises Limited) 

 

Companies Act, 1956  

Delhi.  

4A  C.A. No. 332 of 2011 in 

C.P. No. 1 of 2010  

Birla Education Trust & Others  Versus 

Birla Corporation Ltd. & Others  

• Petitioner/  Applicant  No.  2: Full  Ford  Vinimay  Private Limited  (now  known  as Adventz  Securities  Trading Pvt. Limited) 

• Petitioner/  Applicant  No.  4: Poddar Heritage  Investments Limited  (now  known  as Adventz  Investments  and Holdings Limited)  

• Petitioner/  Applicant  No.  5: 

Application under Regulation 44 of the Company Law Board Regulations, 1991 

  

By Petitioners  

Company Law Board, Principal 

Bench, New Delhi. 

 

The  application  is  posted  for  hearing  on 21, 22 and 23 January 2013 along with the main  Company  Petition  [C.P.  No.  1  of 2010].  

161

  

Poddar  Heritage  Corp. Limited  (now  known  as Adventz  Securities Enterprises Limited) 

 

4B  C.A. No. 338 of 2011 in 

C.P. No. 1 of 2010  

Birla Education Trust & Others  Versus 

Birla Corporation Ltd. & Others 

• Petitioner  No.  2:  Full  Ford Vinimay Private Limited (now known  as Adventz  Securities Trading Pvt. Limited) 

• Petitioner  No.  4:    Poddar Heritage Investments Limited (now  known  as  Adventz Investments  and  Holdings Limited)  

• Petitioner  No.  5:    Poddar Heritage  Corp.  Limited  (now known  as Adventz  Securities Enterprises Limited) 

 

Application under Regulation 44 of the Company Law Board Regulations, 1991 read with Section 

403 of the Companies Act, 1956 

  

By Respondent No. 1 i.e. Birla Corporation 

Ltd.  

Company Law Board, Principal 

Bench, New Delhi. 

 

The  application  is  posted  for  hearing  on 21, 22 and 23 January 2013 along with the main  Company  Petition  [C.P.  No.  1  of 2010].  

5  C/ 30907/2010  Birla Corporation Ltd.  Versus 

Poddar Heritage Investments Ltd. & Others. 

Petition of Complaint under Section 200 of the Code of Criminal Procedure, 1973 for 

Before the Learned 

Metropolitan Magistrate, 

The  Complaint  is  posted  for  evidence before charge on 10 December, 2012.  

162

  

 

• Accused  No.  1:  Poddar Heritage Investments Ltd. 

• Accused  No.  4:  Full  Ford Vinimay Pvt. Ltd. 

• Accused  No.  5:  Poddar Heritage Corp. Ltd. 

• Accused  No.  7:  Akshay Poddar 

 

offences punishable under Sections 379, 403, 411 read with Section 120B of the Indian Penal Code, 

1860 

10th Court, Kolkata 

 

6  A.P.O.T. No. 167 of 2011 C.S. No. 174 of 2010 

 

Chopra Marketing P Ltd & Anr Versus 

Poddar heritage Investments Ltd  

  In the High Court at Calcutta  

  

The  matter  is  being  heard  from  time  to time. 

           

INCOME TAX MATTERS  

NIL  NIL  NIL  NIL 

  

163

  

 ADVENTZ SECURITIES ENTERPRISES LIMITED (Previously known as Poddar Heritage Corp. Limited)  Sl. No.  

Case No.  Cause Title  Section & Statute under which filed 

 

Court & Jurisdiction 

Status 

LEGAL CASES FILED BY US  

1  C.R.R. No. 323 of 2011  

Adventz Investments and Holdings Ltd. & Others.  

Versus Birla Corporation Ltd. & 

Another 

• Petitioner  No.  1:  Adventz Investments  And  Holdings Limited (previously known as Poddar Heritage  Investments Limited) 

• Petitioner  No.  4:  Fullford Vinimay Private Limited 

• Petitioner  No.  5:  Adventz Securities Enterprises Limited (previously known as Poddar Heritage Corp. Limited) 

• Petitioner  No.  7:  Akshay Poddar 

Application under Section 482 of the Code of Criminal Procedure, 1973 

 

In the High Court at Calcutta 

 Criminal Revisional Jurisdiction 

 

The Petition  is posted  for  further hearing on 27 November 2012               

164

  

2  TS No.15486 of 2011  

Adventz Securities Enterprises Ltd. 

Versus West Bengal State Warehousing Corporation  

Application under section 106 of 

Transfer of Property Act 

In the Court of Ld. 8th Civil 

Judge (Sr. Div.) at Alipore 

 

The Petition  is posted  for  further hearing on  29  November  2012  for  ex‐parte hearing.    

3  TS No.15489 of 2011  

Adventz Securities Enterprises Ltd. 

Versus West Bengal State Warehousing Corporation  

Application under section 106 of 

Transfer of Property Act 

In the Court of Ld. 8th Civil 

Judge (Sr. Div.) at Alipore 

 

The Petition  is posted  for hearing on 18th  December 2012 for framing of issue.     

4  CO No.1543 of 2012  

Adventz Securities Enterprises Ltd. 

Versus Board of Trustees of the Port of Kolkata  

Civil Revisional Jurisdiction Appellate 

In the High Court at Calcutta 

 

Pending for disposal 

           

165

  

  

LEGAL CASES FILED ON US 

Sl. No. 

 Case No. 

 Cause Title 

Section & Statute under which filed 

 

Court & Jurisdiction 

Status 

1  A.C.O. No. 42 of 2011 A.P.O.T. No. 150 of 2011 A.P.O. No. 154 of 2011 C.P. No. 1 of 2010 

 

Birla Education Trust & Others Versus 

Birla Corporation Ltd. & Others 

• Appellant/  Petitioner  No.  2: Fullford  Vinimay  Private Limited 

• Appellant/  Petitioner  No.  4: Adventz  Investments  And Holdings  Limited  (formerly known  as  Poddar  Heritage Investments Limited)  Appellant/ Petitioner No. 5: 

Adventz Securities Enterprises Limited (formerly known as 

Poddar Heritage Corp. Limited) 

Appeal under Section 10F of the 

Companies Act, 1956 arising from an order of the Company Law Board, Principal Bench, New Delhi 

 

In the High Court at Calcutta 

 Civil Appellate Jurisdiction 

 

The  Appeal  is  being  heard  from  time  to time. 

2  A.C.O. No. 71 of 2011 A.P.O.T. No. 281 of 2011 A.P.O. No.       of 2011 C.P. No. 1 of 2010 

 

Birla Corporation Ltd.  Versus 

Birla Education Trust & Others 

• Respondent No.  2:  Full  Ford Vinimay Private Limited 

• Respondent  No.  4:  Poddar 

Appeal under Section 10F of the 

Companies Act, 1956 arising from an order of the Company Law Board, Principal 

In the High Court at Calcutta  

 Civil Appellate Jurisdiction 

The  Appeal  is  pending  and  shall  be  fixed for hearing post  conclusion of  the  appeal being A.C.O. No. 42 of 2011 

166

  

Heritage Investments Limited

• Respondent  No.  5:  Poddar Heritage Corp.  Limited  (Now Adventz  Securities Enterprises Ltd. 

 

Bench, New Delhi  

 

3  A.C.O. No. 189 of 2012 A.P.O.T. No. 411 of 2012 A.P.O. No.    of 2012 C.P. No. 1 of 2010 

 

Birla Education Trust & Others  Versus 

Birla Corporation Ltd. & Others  

• Petitioner  No.  2:  Full  Ford Vinimay Private Limited (now known  as Adventz  Securities Trading Pvt. Limited) 

• Petitioner  No.  4:  Poddar Heritage Investments Limited (now  known  as  Adventz Investments  and  Holdings Limited)  

• Petitioner  No.  5:  Poddar Heritage  Corp.  Limited  (now known  as Adventz  Securities Enterprises Limited) 

 

Appeal under Section 10F of the 

Companies Act, 1956 arising from an order of the Company Law Board, Principal Bench, New Delhi 

 

In the High Court at Calcutta 

 Civil Appellate Jurisdiction 

 

The Appeal shall come up for hearing on 3 December 2012. 

4A  C.A. No. 332 of 2011 in 

C.P. No. 1 of 2010  

Birla Education Trust & Others  Versus 

Birla Corporation Ltd. & Others  

Application under Regulation 44 of the Company Law Board Regulations, 1991 

Company Law Board, Principal 

Bench, New 

The  application  is  posted  for  hearing  on 21, 22 and 23 January 2013 along with the main  Company  Petition  [C.P.  No.  1  of 2010]. 

167

  

• Petitioner/  Applicant  No.  2: Full  Ford  Vinimay  Private Limited  (now  known  as Adventz  Securities  Trading Pvt. Limited) 

• Petitioner/  Applicant  No.  4: Poddar Heritage  Investments Limited  (now  known  as Adventz  Investments  and Holdings Limited)  

• Petitioner/  Applicant  No.  5: Poddar  Heritage  Corp. Limited  (now  known  as Adventz  Securities Enterprises Limited) 

 

  

By Petitioners  

Delhi.  

 

4B  C.A. No. 338 of 2011 in 

C.P. No. 1 of 2010  

Birla Education Trust & Others  Versus 

Birla Corporation Ltd. & Others 

• Petitioner  No.  2:  Full  Ford Vinimay Private Limited (now known  as Adventz  Securities Trading Pvt. Limited) 

• Petitioner  No.  4:    Poddar Heritage Investments Limited (now  known  as  Adventz Investments  and  Holdings Limited)  

Application under Regulation 44 of the Company Law Board Regulations, 1991 read with Section 

403 of the Companies Act, 1956 

  

By Respondent No. 1 i.e. Birla Corporation 

Ltd. 

Company Law Board, Principal 

Bench, New Delhi. 

 

The  application  is  posted  for  hearing  on 21, 22 and 23 January 2013 along with the main  Company  Petition  [C.P.  No.  1  of 2010].  

168

  

• Petitioner  No.  5:    Poddar Heritage  Corp.  Limited  (now known  as Adventz  Securities Enterprises Limited) 

 

 

5.  M.S. No. 687 of 1993  R.K.P. Steel Ltd. Versus 

Precision Paper Industries Ltd. (Now : Adventz Securities 

Enterprises Ltd.  

Section 151 of Code of Civil Procedure 

Before the Learned 3rd Bench, City Civil Court at 

Kolkata  

The  hearing  fixed  on  19  November  2012 for ex‐parte hearing.     

6.  1092 of 2010  Board of Trustees for the Port of Kolkata Versus 

Estate Badri Prasad Poddar  

  Before the Learned Estate Officer, Kolkata 

Port Trust  

Pending for disposal. NB:  By  virtue  of  scheme  of demerger/merger,  godown  situated  at Alifnagar  have  been  transferred  and vested from Estate Badri Prasad Poddar to Adventz Securities Enterprises Ltd.  

7.  1056 of 2010  Board of Trustees for the Port of Kolkata Versus 

Poddar Estates Limited  

  Before the Learned Estate Officer, Kolkata 

Port Trust  

Pending for disposal. NB:  By  virtue  of  scheme  of demerger/merger,  godown  situated  at Paharpur  have  been  transferred  and vested  from  Poddar  Estates  Ltd.  to Adventz Securities Enterprises Ltd. 

169

  

INCOME TAX MATTERS 

 Description of Suits/Show 

cause notice etc.  

Claim Amount (in Rs.) 

Court/Forun/Case No.  Current Status 

Notice Under Section 148/143(2) for Asst. Year 

2005‐2006 

  Asst. Commissioner Income Tax Circle 14(1) New Delhi 

Notice received by the company on 24/09/2012 and replied by the company 

Rectification filed under section 154 of the income 

tax Act for Asst. Year 2007‐2008 

18,767/‐  Asst. Commissioner Income Tax Circle 14(1) New Delhi 

Order awaited 

Appeal No. 102/10‐11 for Asst. Year 2008‐2009 

7,58,712/‐  CIT (A) XVIII  Hearing Completed Order awaited 

Appeal Filed for Asst. Year 2009‐2010 on 30/01/2012 

19,77,044/‐  CIT (A) XVIII  Appeal Filed Hearing yet to be done  

Rectification filed under section 154 of the income 

tax Act for Asst. Year 2010‐2011 

Demand by IT 1,54,030/‐ 

 Refund claim by us 

2,05,480/‐ 

Asst. Commissioner Income Tax Circle 14(1) New Delhi 

Order awaited 

Rectification filed under section 154 of the income 

tax Act for Asst. Year 2011‐2012 

 Notice dated 24/09/2012 under section 143(2) is received for Asst. Year 

2011‐2012 

Demand by IT 61,480/‐  

Refund claim by us 1,23,960/‐ 

Asst. Commissioner Income Tax Circle 14(1) New Delhi 

Order awaited      

Hearing yet to be done 

170

  

ADVENTZ INVESTMENT COMPANY PRIVATE LIMITED  Sl. No.  

Case No.  Cause Title  Section & Statute under 

which filed  

Court & Jurisdiction 

Status 

1  C/12086/2011   

Academiam Sales P.  Ltd 

Versus Paradise 

Infrastructures P Ltd & Anr.  

  

138 read with Section 

141 of Negotiable Instruments Act, 1881 

 

In the Court of Chief 

Metropolitan Magistrate at 

Calcutta   

Amount involved  – Rs.3.18 cr. and further interest  till payment.  The matter  is being  heard from  time  to time  and  next date  of hearing  on 31/12/2012 

       

Income Tax Matters 

NIL  NIL  NIL  NIL 

    

171

  

      Chambal Fertiliser & Chemicals Limited   

1. Material Show Cause Notices  above Rs. 1.00 Crore received by the Company       

         Sl. No. 

Brief Particular  Claim amount   

(Rs. In Lac) 

Court/Forum/Case Number 

Present Status 

1  Additional Purchase Tax, interest & penalty for the AY 1996‐97  to 2001‐02  (up  to May’01) of Rs.  352.34  lacs  was  levied  by  the  Sales  Tax Department vide various notices due to use of Natural Gas for Ammonia fuel, Power & steam generation  alleging  that    it was  not  used  for manufacture of fertilizer.  

  1,809.32 

Hon’ble Rajasthan  High Court, Jodhpur 

The  Company  has obtained  a  stay  from Hon’ble  Rajasthan High  Court,  Jodhpur on 11.07.2001. 

2  Received  letter  dated  28.11.08  to  deposit stamp duty @ 1% under Rajasthan Stamps Act, 1998,  on  Bonds  executed  with  Excise  deptt. from May  2004  to  date.  The  total  tentative liability works out to Rs. 5.24 crore. 

        524.34  Central  Excise, Kota 

The  department  has not  further  pursued the matter. 

3  Received  show  cause  notice  for  non‐compliance of Jute Packaging Material  (Compulsory use of Packing Commodities) Act, 1987.  

     7,380.36  Jute Commissioner, Kolkata 

The  Company  has obtained  stay  order against  the  show cause  notice  from Delhi  High  Court.  No further  development in the case. 

4  The  Company  received  assessment  order alongwith  demand  notice  to  deposit  land  tax of Rs.228.58  lacs  for  the FY 2006‐07  to 2012‐13  (Rs.40.02  Lacs  being  for  FY  2006‐

  Demand  of  Rs.40.02 Lacs  for  the  FY  2006‐07 has been stayed by Rajasthan  High  Court. 

172

  

             

    

 

 

 

 

 

 

 

 

 

 

2.  Status of material commercial litigations filed by the Company is as under: 

07).Company deposited an amount of Rs.94.30 lacs  being the 50% of the demand of land tax for  the  FY  2007‐08  to  2012‐13  and preferred appeals  against  the  demand  before  DIG Registrar cum Collector.  

The appeal  is pending for disposal.   Appellate  authority has  directed  the assessing  authority  to re‐assess  the  land  tax liability  for  the  FY 2007‐08 to 2010‐11  in respect  of  land  being used  for  industrial purpose  only.  The  re‐assessmentis pending.  The  appeal  in  respect of FY 2011‐12 & 2012‐13 is pending. 

Sl. No. 

Brief Particular  Claim amount   (Rs.) 

Court/Forum/Case Number 

Present Status 

1  Complaint  in  respect  of  the  Insurer’s deficiency  in  service  in  repudiating  a  valid insurance claim arising out of the damage to and replacement of Carbamate Condenser     

Rs.12.50 Crore 

National Consumer Disputes  Redressal Commission,  New Delhi 

The  Ops  have entered appearance  and  as against  filing  WS directed  by  the Commission, preferred  to  file an Application questioning  the 

173

  

    

 

3. Litigations against the Company: 

maintainability  of the Complaint. 

2  Writ  petition  filed  in  the  High  Court  of Rajasthan  against  Jaipur  Vidyut  Vitran Nigam  Limited  for  refund  of  advance deposited  by  the  Company with  Rajasthan State Electricity Board.  

Rs. 306 lac 

High Court of Rajasthan  The  matter  is posted  for admission  and  the date is not fixed. 

3   Writ  Petition  filed  against  State  of Rajasthan  and  others  pertaining  to  bills  of Rs.1.99 Crores towards water charges raised by  Executive  Engineer,  Irregation  Deptt., Govt of Rajasthan. 

Not applicable 

High Court of Rajasthan  The  High  Court (Single  Bench)  has quashed  the demand  raised  by the  State  Govt.The State Govt.has filed an  appeal  before the  Division  Bench against  the aforesaid order. 

4  5  cases  under  section  138  of  Negotiable Instruments Act, 1881 

‐  ‐   

5  Case  filed  by  the  BTM  against  the constitution’s  validity  of  the  Himachal Pradesh  Tax  on  entry  of  goods  in  to  local area Act, 2010 on 4.2.2011.  

  High Court, Shimla  Stay granted by the single  bench  of High  Court  on 9.2.2011. 

6  The  petition  under  Sec.482  of  Cr.PC  for quashing of  criminal proceedings  instituted by Insecticides Inspector, Sonbhadra against  Managing Director and others. 

  Allahabad High Court  Appeal  admitted and  stay  of operation  of impugned  order granted. 

174

  

 a) As on September 30, 2012 there were 47 cases relating to the Essential Commodities Act, 1955. 

 b) As on September 30, 2012 there were 16 cases under Labour Laws, 66 civil cases, 15 cases pending with the Consumer Forum and 2 

cases under Miscellaneous Acts where amounts are not ascertainable. 

 4. There are 10 consumer forum cases outstanding where the claim amount aggregates to Rs.2.70 Lac.   5. A Criminal complaint is pending in the Court of Chief Judicial Magistrate, Kota in respect of accident occurred in the factory at Gadepan, 

against the Occupier and Factory Manager of the Company filed by the Dy.Chief Inspector of Factories, under the provisions of Factories Act, 1948 and Rajasthan Factories Rules. 

 

 

It may kindly be noted  that aforesaid  information does not  include demands of  Income Tax,  interest and penalties,  raised by  Income Tax 

Authorities related to assessment of income /TDS of the Company for assessment years 2002‐03 to 2009‐10. 

 

The other cases / show cause notices are insignificant considering the size and nature of business of the Company. 

Texmaco Infrastructure and Holdings Limited   Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

175

  

Daulat  Shetkari  Sahakari Sakhar  Karkhana  Ltd.  has instituted  a  Suit  at Gadhinglaj Court  for  recovery  of Rs.785.27  lacs  for  alleged delay  in  delivery  and  non‐performance  of  the  Mills  & Boilers.  

785.27  16/1997 Court  of  the  Civil Judge,  (Senior  Division),  Gadhinglaj.   

The  Bombay High  Court  has  granted the  Stay  Order  vide  interim  order dated 31.01.2006.   

The  Board  of  Trustees  of  the Port  of  Calcutta  filed  the  suit for  specific      performance  of the  Contract,  recovery  of damages.  

148.20  38 of 1992 5th Court of the Civil Judge (Senior Divn.), Alipore 

The  Case  is  contested  by  the Company at District Court level. 

M/s. Prakash Cotton Mills Ltd. filed  a  suit  for  recovery  of alleged  losses  and  non‐supply of  materials.  The  suit  was decreed  ex‐party  on 24.10.2002.    

92.26  Execution Application  no.  159 of 2005  Notice  no.  649  0f 2005 in  Suit  no.1586  of 1982 Bombay High Court  

On  18.08.2006,  Bombay  High  Court passed an interim order for stay of ex‐party decree dated 24.10.2002.  

176

  

Mr.  S.  K. Mondal  filed  a  title suit for back period salary.   

 2.28  766 of 1995,  1st Court of the Civil Judge,  (Senior  Division), Barasat. 

Company’s  suit  for  recovery  of Rs.7.50  lacs being amount defalcated by  the Mr. Mondal  is pending before the Calcutta High Court.  

177

  

 Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

Excise Matters Demand  Notice  from  Central Excise  Authority  for disallowance of Modvat Credit for the period of 1993‐94.  

6.01 Commissioner (Appeal‐1) 

Pending 

Demand  Notice  from  Central Excise  Authority  for disallowance of Modvat Credit for  the  period  01.11.1994  to 30.11.1994   

4.55 CESTAT, Kolkata  Pending 

Demand  Notice  from  Central Excise  Authority  for  recovery of  Cenvat  Credit  of  4%  addl. Duty  on  imported wheel  sets for  the  period  01.05.2008  to 31.10.2008.  

63.40 CESTAT, Kolkata  Pending 

Demand Notices  from Central Excise  Authority  for disallowance of Modvat Credit on  value  of  duty  paid  free issue materials for the periods 01.08.1986  to  06.11.1986, 23.02.1987  to  14.04.1987  & 13.03.1987 to 13.04.1987. 

135.88 CESTAT, Kolkata  Pending 

178

  

 Demand Notices  from Central Excise  Authority  for  recovery of  amount  reimbursed  on inputs  used  in  exempted goods  for  the  periods 01.08.2003  to  28.02.2006, 01.10.2003  to  30.11.2005  & 01.12.2003 to 28.02.2006.    

1275.79 CESTAT, Kolkata  Pending 

Demand  Notice  from  Central Excise  Authority  for  recovery of  Cenvat  Credit  availed  on inputs  on  which  excise  duty paid  under  SFIS  scheme  in terms  of  notification  no. 34/2006‐CE dated 14.06.2006. 

635.20 CESTAT, Kolkata  Pending 

Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

Demand  Notice  from  Central Excise  Authority  for  valuation of  Goods  manufactured  and captively  consumed  for  the period  01.03.2006  to 31.10.2006. 

4.50 CESTAT, Kolkata  Pending 

179

  

Demand  Notice  from  Central Excise  Authority  for  interest on delayed payment of excise duty on a/c of price escalation claimed  separately  on  later date  after  the  clearance  of excisable goods for the period October  2006  to  February 2010.    

57.48 CESTAT, Kolkata  Pending 

Service Tax Matters Demand  Notice  from  Service Tax Authorities  towards  input services  availed  in  respect  of exempted  goods  for  the period 2008‐09 to 2009‐10. 

2.22 Commissioner (Appeal), Kolkata 

Pending 

Demand  Notice  from  Service Tax  Authorities  towards service  tax  on  Business Support Service for the period 01.05 .2006 to 31.12.2007. 

13.89 CESTAT, Kolkata  Pending 

Demand  Notice  from  Service Tax  Authorities  towards service  tax  on  import  of services  for  the  period 01.04.2004 to 31.03.2007. 

0.58 Commissioner (Appeal‐1) S.Tax 

Pending    

180

  

 Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

Income Tax Matters 

ITA No. 149 of 2002 – 1995‐96 Texmaco Ltd. Vs. CIT Disallowance  of  amount interest  paid  to  Banks  and financial  institutions  towards discharge  of  interest  liability taken over by Zuari  Industries   on  transfer  of  Cement division.  

2882.00 Hon’ble High Court of Calcutta. 

Pending 

ITA No. 702 of 2008 – 2000‐01 CIT Vs. Texmaco Ltd Under reassessment, the A. O. disallowed the arrear salary & wages  paid  to  the  employees of Birla Textiles as per order of Hon’ble  Supreme  Court  of India. The decisions of CIT  (A) and  ITAT  on  this  point  are favourable  to  the  Company. The ITD filed an Appeal before the Calcutta High Court.   

32.27 Hon’ble High Court of Calcutta 

Pending 

181

  

ITA No. 60 of 2011 – 2007‐08 CIT Vs. Texmaco Ltd The A.O. disallowed the credit of  withholding  tax.  The decisions  of  CIT  (A)  and  ITAT are  favourable  to  the Company.  The  ITD  filed  an Appeal  before  the  Calcutta High Court.   

9.73 Hon’ble High Court of Calcutta 

Pending 

A.Y. 2008‐2009 Texmaco Ltd. vs. CIT Disallowance  of  certain expenditure and TDS credit.    

71.60 CIT (Appeal), Kolkata 

Pending 

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 Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

A.Y. 2009‐2010 Texmaco Ltd. vs. CIT Disallowance  of  certain expenditure and TDS credit..    

98.94 CIT (Appeal), Kolkata 

Pending 

A.Y. 2010‐2011 D. C. I. T. Circle 6, Kolkata Disallowance of TDS credit.      

73.04 D.  C.  I.  T.  Circle  6, Kolkata 

 

Pending 

Sales Tax Matters 

Demand  notice  from  W.  B. Sales Tax Authority for levying Addl.  purchase  tax  for  the year 2003‐2004. The Company has filed an Appeal before the Addl.  Commissioner, Commercial Tax, Kolkata.   

4.38 Addl.Commissioner, Commercial  tax, Kolkata 

Pending 

183

  

Demand  notice  from  W.  B. Sales Tax Authority for levying Surcharge  &  Addl.  Purchase tax  for  the  year  2004‐05  The Company  has  filed  an  Appeal before  the Addl.Commissioner, Commercial Tax, Kolkata.  

10.81 Addl.Commissioner, Commercial  tax, Kolkata 

Pending 

Demand  notice  from  W.  B. Sales  Tax  Authority  towards   disallowance  of  input  tax credit. The Company has  filed an  Appeal  before  the  Addl. Commissioner,  Commercial Tax, Kolkata. 

354.26

 

Addl.Commissioner, Commercial  tax, Kolkata       

Pending      

184

  

 Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

Demand  notice  from  W.  B. Sales  Tax  Authority  towards   disallowance  of  input  tax credit under VAT & CST Act for the  year  2006‐07  The Company  has  filed  an  Appeal before  the Addl.Commissioner, Commercial Tax, Kolkata.  

551.35 Addl.Commissioner, Commercial  tax, Kolkata  

Pending 

Demand  notice  from  W.  B. Sales  Tax  Authority  towards   disallowance  of  input  tax credit. The Company has  filed an  Appeal  before  the  Addl. Commissioner,  Commercial Tax, Kolkata.  

649.13 Addl.Commissioner, Commercial  tax, Kolkata 

Pending 

 

185

  

Litigations filed by/against Group Companies   TEXMACO RAIL & ENGINEERING LTD  Brief Particulars and  Contentions 

Claim Amount (Rs. in Lacs) 

Court / Forum /  Case No.  

Current Status 

J. K. Industries Ltd.  Arbitration Award by majority against the Company.    

61.45  Execution Petition no. 9/2011 Delhi High Court 

JKI has filed the Decree execution petition for recovery of Rs. 61.45 Lacs. The Company has filed an Appeal against the Judgment.   

 

186

  

Litigations filed by/against Joint Ventures   Zuari Maroc Phosphates Limited   Litigation Details of Income Tax Cases of Zuari Maroc Phosphates Limited  Sr. No 

Gist of the matter & Year  Court / Forum / Case No.  Status 

1  Income Tax Assessment for the Assessment year 2009‐10 was completed. 

Further we got the order rectified under Section 154 since there was an error in Computation.

The Said rectification order was silent on “Carry forward “ position , and we have asked the assessing authority to incorporate the same in rectification order.

Income Tax Dy. Commissioner Of Income Tax – Margao – Circle 2 

We have not got carry forward position in the order. Follow up is going on. 

2.  Recently we have received assessment notice for Assessment  Year  2010‐11  

Income Tax Dy. Commissioner Of Income Tax – Margao – Circle 2 

Till now we did not have sitting with the assessing officer and he has to issue a questionnaire – then the process will start. 

3  Case No. 8191 of 2011 special Leave petition preferred by the Department against order dated 28‐07‐2010 passed by Hon’ble Bombay High Court (at Goa) in case of CIT v/s Zuari Maroc Phosphates Limited for the assessment year 2004‐05  

Supreme Court Of India  Issues in the matter are  1. Whether the claim of the

assessee for deduction of managerial fees was bonafide claim as the claim of the expenditure was made in the year in which the interest income was received.

  The case has not yet come up for hearing. 

 

187

  

 Litigations filed by/against Joint Ventures Zuari Rotem Speciality Fertilizers Limited  Description of Suits/show 

cause notice, etc. Claim Amount    (Rs. In lakhs) 

Court/ Forum/ Case No. 

Current Status 

Civil Suit: Complaint (ULP) No. 38 of 2012   

Claim for Reinstatement 

Labour Court Pune  Pending for hearing 

188

  

MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET DATE There are no material developments after the date of balance sheet of the Company as at September 30, 2012 GOVERNMENT APPROVALS OR LICENSING ARRANGEMENTS Nil

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XVI. ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 1956

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

ZUARI AGRO CHEMICALS LIMITED**

1. No regulations contained in Table A, in the First Schedule to the Companies Act, 1956, or in the Schedule to any previous Companies Act, shall apply to this Company, but the regulations for the management of the Company and for the observance of the Members thereof and their representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the repeal or alteration of or addition to, its regulations by Special Resolution as prescribed by the said Companies Act, 1956, be such as are contained in these Articles.

Table A not to apply to Company to be governed by these Articles.

INTERPRETATION

2. In the interpretation of these Articles, unless repugnant to the subject or context:-

Interpretation Clause

**“The Company” or “This Company” means ZUARI AGRO CHEMICALS LIMITED

The Company or This Company

“The Act” means “The Companies Act, 1956”, or any statutory modification or re-enactment thereof for the time being in force.

The Act

"These Articles" means the Articles of Association for the time being of the Company or the Articles of Association as altered from time to time by Special Resolution.

These Articles

"Alter" and "Alteration" shall include the making of additions and deletions.

Alter

“Auditors” means and includes those persons appointed as such for the time being by the Company.

Auditors

“Beneficial Owner” shall mean beneficial owner as defined under clause (e) of Section 2 of the Depositories Act,1996. ** Amended vide special resolution passed at Extra Ordinary General Meeting held on September 10,2012

Beneficial Owner

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“Board” means a meeting of the Directors duly called and constituted or as the case may be, the Directors assembled at a meeting of the Board.

Board

“Capital” means the share capital for the time being raised or authorised to be raised, for the purpose of the Company.

Capital

“Debenture” includes debenture-stock.

Debenture

“Directors” means the Directors for the time being of the Company or, as the case may be, the Directors assembled at a meeting of the Board.

Directors

“Dividend” includes bonus.

Dividend

“Member” means the duly registered holder from time to time of the shares of the Company and includes the subscribers to the Memorandum of the Company.

Member

“Meeting” or “General Meeting” means a Meeting of Members.

Meeting or General Meeting

“Annual General Meeting” means a General Meeting of the Members held in accordance with the provisions of section 166 of the Act.

Meeting Annual General Meeting

“Extraordinary General Meeting” means an Extraordinary General Meeting of the Members duly called and constituted and any adjourned holding thereof.

Meeting Extraordinary General Meeting

“Month” means a calendar month.

Month

“Office” means the Registered Office for the time being of the Company.

Office

“Officer” includes any director, manager or secretary, (or any person is accordance with whose directions or instructions the Board of Directors or any one or more of the directors is or are accustomed to act), but save in sections 477, 478,539, 543, 545, 621, 625 and 633 does not include an auditor, “Officer who is in default” shall mean any officer of the Company who is knowingly guilty of the default, non-compliance, failure, refusal or contravention mentioned in that provision, or who knowingly and will fully authorises or permits such default, non-compliance, failure, refusal or contravention.

Officer

“Ordinary Resolution” shall have the meaning assigned thereto by Section 189 of the Act.

Ordinary Resolution

“Paid-up” includes credited as paid up.

Paid-up

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“Persons” includes corporations and firms as well as individuals.

Persons

“Register of Members” means the Register of Members to be kept pursuant to the Act.

Register of Members

“The Registrar” means the Registrar of Companies of the State in which the office of the Company is for the time being situated.

The Registrar

“Secretary” means secretary as defined in section 2(45) of the Act.

Secretary

"Security" means such security as may be specified by SEBI or any other statutory body, from time to time.

Security

“Seal” means the Common Seal for the time being of the Company.

Seal

“Share” means share in the share capital of a Company and includes stock except where a distinction between stock and shares is expressed or implied.

Share

“Words” importing the singular number include, where the context admits or requires, the plural number and vice versa and “Words” importing the masculine gender also include the feminine gender.

Singular number Gender

“In Writing” and “Written” include printing, lithography and other modes of representing or reproducing words in a visible form.

In Writing and Written

“Special Resolution” shall have the meaning assigned thereto by section 189 of the Act.

Special Resolution

“Year” means the calendar year and “Financial Year” shall have the meaning assigned thereto by section 2 (17) of the Act.

Year and Financial Year

The marginal notes used in these Articles shall not affect the construction thereof.

Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

CAPITAL AND INCREASE AND REDUCTION OF CAPITAL

*3. The authorised share capital of the Company is Rs.42,05,80,060/- (Rupees forty two crores five lakhs eighty thousand sixty) divided into 4,20,58,006 (four crores twenty

Amount of Capital

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lakhs fifty eight thousand six) equity shares of Rs.10/- (Rupees ten) each with right to the Board of Directors to classify them into any class of shares, whether equity or preferential as the Board of Directors may decide.

4. The Company in General Meeting may, from time to time, increase the capital by the creation of new shares, such increase to be of such aggregate amount and to be divided into shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the Act, any shares of the original or increased capital shall be issued upon such terms and conditions as the General Meeting resolving upon the creation thereof shall direct, and if no direction be given, as the Directors shall determine; and in particular, such shares may be issued with a preferential or qualified right to dividends, and in the distribution of assets of the Company, and with a right of voting at General Meetings of the Company in conformity with Sections 86 & 87 of the Act. Whenever the capital of the Company has been increased under the provisions of this Article, the Directors shall comply with the provisions of Section 97 of the Act.

Increase of capital by the Company and how carried into effect

5. Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised by the creation of new shares shall be considered as part of the existing capital and shall be subject to the provisions herein contained, with reference to the payment of calls and installments, forfeiture, lien, surrender, transfer, and transmission, voting and otherwise.

New capital same as existing capital

6. Subject to the provisions of Section 80 of the Act, the Company shall have the power to issue Preference Shares which are, or at the option of the Company, are to be liable to be redeemed and the resolution authorizing such issue shall prescribe the manner, terms and conditions of redemption.

Redeemable Preference Shares

7. On the issue of Redeemable Preference Shares under the provisions of Article 6 hereof the following provisions shall take effect:

Provisions to apply on issue of Redeemable Preference Shares

(a) No such shares shall be redeemed except out of the

profits of the Company which would otherwise be available for dividend or out of the proceeds of a fresh issue of shares made for the purpose of the redemption;

(b) No such shares shall be redeemed unless they are fully paid;

(a) The premium, if any, payable on redemption must have been provided for out of the profits of the Company or the Company’s share Premium Account before the

193

  

shares are redeemed; *Amended vide special resolution passed at the Extraordinary General Meeting held on 26th May, 2011

(d) Where any such shares are redeemed otherwise than out of the proceeds of a fresh issue there shall, out of profits which would otherwise have been available for dividend, be transferred to a reserve fund to be called the “Capital Redemption Reserve Account”, a sum equal to the nominal

amount of the shares redeemed, and the provisions of the Act relating to the reduction of the share capital of the Company shall, except as provided in Section 80 of the Act, apply as if the Capital Redemption Reserve account were paid-up share capital of the Company.

8. (1) Notwithstanding anything contained in these Articles and in pursuance of Section 77A, 77AA and 77 B of the Act, the Company shall have powers, subject to and in accordance with all applicable provisions of the Act and other applicable provisions of any law for the time being in force and subject to such approvals, permissions and sanctions as may be necessary, to buy back/purchase, or acquire any of its own fully paid shares whether or not they are redeemable and may make a payment therefore out of its free reserves or out of the Securities premium account of the Company or out of the proceeds of any issue of shares or other specified securities, made by the Company specifically for the purpose or from such other sources as may be permitted by law for the time being in force on such terms and conditions and in such proportion and in such manner as may be prescribed by law for the time being in force from time to time, provided nothing herein contained shall be' deemed to affect the provisions of Sections 100 to 104 and Section 402 of the Act in so far as and to the extent they are applicable. (2) Except to the extent permitted by Section 77 or other applicable provisions (if any) of the Act, the Company shall not give whether directly or indirectly and whether by means of a loan, guarantee, the provisions of security or otherwise, any financial assistance for the purchase of or in connection with the purchase of or subscription made or to be made by any person of or for any shares in the Company or in its holding Company.

(3) Nothing in this Article shall affect the right of the Company to redeem any redeemable preference shares issued under

Buy-back of shares

194

  

these Articles or under Section 80 or other relevant provisions (if any) of the Act.

9. The Company may (subject to the provisions of Sections 78, 80, 100, to 105 inclusive, of the Act) from time to time by Special Resolution, reduce its capital and any Capital Redemption Reserve Account or Premium Account in any manner for the time being authorised by law, and in particular, capital may be paid off on the footing that it may be called up again or otherwise. This Article is not to derogate from any power the Company would have if it were omitted.

Reduction of Capital

10. Subject to the provisions of Section 94 of the Act, the Company in General Meeting may, from time to time, sub- divide or consolidate its shares, or any of them and the resolution whereby any share is sub-divided, may determine that, as between the holders of the shares resulting from such sub-division one or more of such shares shall have some preference or special advantage as regards dividend, capital or otherwise over or as compared with the others or other to the extent permitted by law. Subject as aforesaid the Company in General Meeting may also cancel shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Sub-division, consolidation and cancellation of shares

11. Whenever the capital, by reason of the issue of Preference Shares or otherwise, is divided into different classes of shares, all or any of the rights and privileges attached to each class may subject to the provisions of Sections 106 and 107 of the Act be modified, varied, affected or abrogated or dealt with by Agreement between the Company and any person purporting to contract on behalf of that class, provided such agreement is ratified in writing by the holders of at least three fourths in nominal value of the issued shares of the class or is confirmed by a Special Resolution, passed at a separate General Meeting of the holders of shares of that class.

Modification of rights

SHARES AND CERTIFICATES

12. The Company shall cause to be kept a Register and Index of Members in accordance with sections 150 and 151 of the Act, and the Depositories Act,1996 with details of shares held in material and dematerialized forms as may be permitted by law. The Register and index of beneficial owners maintained by a Depository under Section 11 of the Depository Act, 1996 shall be deemed to be Register and index of members for the purpose of this Act. The company shall have the power to keep in any state or country outside India a branch Register of members resident in that state or country.

Register and Index of Members

13. The Company shall be entitled to dematerialise its existing shares, debentures and other securities, rematerialize its shares, debentures and other securities held in the

Dematerialisation

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depositories and / or offer its fresh shares and debentures and other securities in a dematerialized form pursuant to the Depositories Act, 1996 and the rules framed thereunder.

14. The shares in the capital shall be numbered progressively according to their several denominations, provided however, that the provisions relating to progressive numbering shall not apply to any shares held in dematerialized form. Except in the manner hereinbefore mentioned no share shall be sub-divided. Every forfeited or surrendered share shall continue to bear the number by which the same was originally distinguished.

Shares to be numbered progressively and no share to be subdivided

15. Subject to the provisions of the Act, and or these Articles, the Board may allot and issue shares in the capital of the Company as payment or part payment for any property sold or transferred, goods or machinery supplied or for services rendered to the Company either in or about the formation or promotion of the Company or the conduct of its business and any shares which may be so allotted may be issued as fully paid-up shares and if so issued shall be deemed to be fully paid-up shares.

Issue of shares for consideration

16. (1) Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount or value of the premium on those shares shall be transferred to an account to be called "Securities Premium Account" and. the provisions of the Act relating to the reduction of the share capital of the Company- shall, except as provided in Section 78 of the Act or in this clause, apply as if the Securities Premium Account were paid-up share capital of the Company. (2) The Securities Premium Account may, notwithstanding anything contained in sub-clause (1) hereof, be applied by the Company:

(a) in paying up unissued shares of the Company to be

issued to Members of the Company as fully paid bonus shares;

(b) in writing off the preliminary expenses of the Company.

(c) in writing off the expenses of, or the commission paid or discount allowed on any issue of shares or debentures of the Company, or;

(d) in providing for the premium payable on the redemption of any redeemable preference shares or of any debentures of the Company.

Securities Premium Account

17. Where the Board decides to increase the subscribed capital of the Company by allotment of further shares whether out of unissued share capital or out of increased share capital, then, then such further shares shall be offered in proportion to their

Future issue of capital

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existing holdings in the Company and such offer shall be made by a notice specifying the number of shares offered and limiting a time not being less than fifteen days from the date of the offer within which the offer, if not accepted will be deemed to have been declined. The offer shall include a right exercisable by the person concerned to renounce all or any of the shares offered to him. After the expiry of the time specified in the notice aforesaid or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the shares offered, the Board may dispose of the said shares to such person or persons as it deems to be in the best interest of the Company.

*18. Subject to the provision of these Articles and of the Act, the shares shall be under the control of the Board of directors; who may issue, allot or otherwise dispose of the same to such persons on such terms and conditions and at such times as the Board of Directors thinks fit. The Board shall cause to be filed the returns as to allotment provided for in Section 75 of the Act. *Amended vide Special Resolution passed at the Extraordinary General Meeting held on 30th March, 2012 Provided that option or right to call for Shares shall not be given to any person or persons without the sanction of the Company in the General Meeting.

Shares under the control of Board of Directors

19. In addition to and without derogating from the powers for that purpose conferred on the Board under Articles 15 and 17 power to Company in General Meeting to issue shares may, subject to the provisions of section 81 of the Act, determine that any shares (whether forming part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether member or not) in such proportion and on such terms and conditions and either (subject to compliance with the provisions of section 78 and 79 of the Act) at a premium or at par or at a discount, such option being exercisable at such times and for such consideration as may be directed by such General Meeting or the Company in General Meeting may make any other provisions whatsoever for the issue, allotment or disposal of any shares.

Power also to Company in General meeting to issue shares

20. Any application signed by or on behalf of any applicant for shares in the Company, followed by an allotment of any shares therein, shall be an acceptance of shares within the meaning of these Articles, and every person who thus or otherwise accepts any shares and whose name is on the Register shall, for the purposes of these Articles, be a Member.

Acceptance of shares

21. The money (if any) which the Board shall, on the allotment of any shares being made by them, require or direct to be paid

Deposit and calls etc. to be a debt

197

  

by way of deposit, call or otherwise, in respect of any shares allotted by them, shall immediately on the inscription of the name of the allottee in the Register of Members as the name of the holder of such shares, become a debt due to and recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

payable immediately

22. Every Member or his heirs, executors or administrators shall pay to the Company the portion of the capital represented by his share or shares which may for the time being, remain unpaid thereon, in such amounts, at such time to times, and in such manner as the Board shall, from time to time in accordance with the Company’s regulations, require or fix for the payment thereof.

Liability of Members

23. (a) Every member shall be entitled, without payment, to receive one or more certificates for all the shares of each class registered in his name in marketable lots, or if the Board so approves to several certificates each for one or more of such shares, provided however, that no share certificate(s) shall be issued for shares held by a Depository. Every such certificate shall be issued under the seal of the Company, which shall be affixed in the presence of two Directors or persons acting on behalf of the Directors under a duly registered power of Share Certificates attorney and the Secretary or some other person appointed by the Board for the purpose, and the two Directors or their attorneys and the Secretary or other person shall sign the share certificate. Particulars of every share certificate issued shall be entered in the Register of Members against the name of the person to whom it has-been issued, indicating the date of issue.

Share Certificates

(b) Any two or more joint allottees of a share shall, for the purpose of this Article, be treated as a single Member, and the certificate of any share, which may be the subject of joint ownership, may be delivered to the first named joint owner on behalf of all of them. For any further certificates the Board shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupee one. The Company shall comply with the provisions of section 113 of the Act.

(c) A director may sign a share certificate by affixing his signature thereon by means of any machine equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp, provided that the Director shall be responsible for the safe custody of such machine, equipment or other material used for the purpose.

24. *(a) No certificate of any share or shares shall be issued either in exchange for those which are sub-divided or consolidated or in replacement of those which are

Renewal of share Certificate

198

  

defaced, torn or old, decrepit, worn out, or where the pages on the reverse for recording transfers have been duly utilized, unless the certificate in lieu of which it is issued is surrendered to the Company provided that no fee shall be charged for issue of new certificate in replacement of those which are old, decrepit or worn out or where the pages on the reverse for recording transfer have been fully utilized.

(b) When a new share certificate has been issued in

pursuance of clause (a) of this Article, it shall state on the face of it and against the stub or counterfoil to the effect that it is “issued in lieu of share certificate No. subdivided/replaced/on

*Amended vide Special Resolution passed at the Extraordinary General Meeting held on 30th March, 2012 consolidation of shares.” The word “Duplicate” shall be

stamped or punched in bold letters across the face of the share certificate.

(c) Notwithstanding anything contained in Articles 24 (a) and (b) the Board may refuse applications for sub division or consolidation of equity share certificates into denominations of less than the market trading lot of shares except when such sub-division or consolidation is required to be made to comply with statutory order or an order of a competent court of law.

(d) If a share certificate is lost or destroyed, a new certificate in lieu thereof shall be issued only with the prior consent of the Board and on payment of such fee, if any, not exceeding Rupees two, as the Board may from time to time fix, and on such terms, if any, as to evidence and indemnity and the payment of out-of-pocket expenses incurred by the Company in investigating evidence as the Board thinks fit.

(e) Where a new share certificate has been issued in pursuance of Clause (a) or Clause (c) of this Article, particulars of every such share certificate shall be entered in a Register of Renewed and Duplicate Certificates indicating against the names of the persons to whom the certificate is issued, the number and date of issue of the share certificate in lieu of which the new certificate is issued, and the necessary changes indicated in the Register of Members by suitable cross references in the “Remarks” column.

(f) All blank forms to be used for issue of share certificates shall be printed and the printing shall be done only on

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the authority of a resolution of the Board. The blank forms shall be consecutively machine-numbered and the forms and the blocks engravings facsimiles and hues relating to the printing of such forms shall be kept in the custody of the Secretary or such other person as the Board may appoint for the purpose; and the Secretary or the other person aforesaid shall be responsible for rendering an account of these forms to the Board.

(g) The Managing Director of the Company for the time being

or if the Company has no Managing Director, every Director of the Company shall be responsible for the maintenance, preservation and safe custody of all books and documents relating to the issue of share certificates except the blank forms of share certificates referred to in sub-article(g).

(h) All books referred to in sub-article (h) Shall be preserved in good order permanently.

25. If any share stands in the names of two or more persons, the person first named in the Register shall as regards receipts of dividends or bonus or service of notice and all or any other matter connected with the Company, except voting at meetings and the transfer of the shares, be deemed the sole holder thereof but the joint holders of a share shall be severally as well as jointly liable for the payment of all installments and calls due in respect of such shares and for all incidents thereof according to the Company’s regulations.

The first named of joint holders deemed sole holder

26. (1) Notwithstanding anything herein contained, a person

whose name is at any time entered in the Register of Members or in the records of the Depository of the Company as the holder of a share in the Company, but who does not hold the beneficial interest in such a share, shall, within such time and in such form as may be prescribed, make a declaration to the Company specifying the name and other particulars of the person or persons who hold the beneficial interest in such share in the manner provided in Section 187-C of the Act.

(2) A person who holds a beneficial interest in a share or a class of shares of the Company shall, within ,thirty days from the commencement of Companies (Amendment) Act,1974 or within thirty days after his becoming such beneficial owner, whichever is later, make a declaration to the Company specifying the nature of his interest, particulars of the person in whose name the shares stand in the Register of Members or in the records of the Depository of the Company and such other particulars as may be prescribed as provided in Section 187-C of the Act.

Declaration of beneficial interest

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(3) Whenever there is a change in the beneficial interest in a share referred to above, the beneficial owner shall within thirty days from the date of such change, make a declaration to the Company, in such form and containing such particulars as may be prescribed as provided in Section 187-C of the Act.

(4) Notwithstanding any thing contained in these Articles, where any declaration referred to above is made to the Company, the Company shall make a note of such declaration in the Register of Members or in the records of the Depository and file within thirty days form the date of receipt of the declaration, a return in the prescribed form with the Registrar with regard to such declaration.

27. Every holder of shares or debentures or fixed deposits of the Company will have freedom to nominate at any time a person to whom his shares/ debentures/fixed deposit shall vest in the event of his death. Where the shares/debentures/fixed deposits are held by more than one person jointly the joint holders may together nominate, in the prescribed manner, a person to whom the rights in the shares or debentures or fixed deposits of the Company, as the case may be, shall vest in the event of death of all the joint holders. Notwithstanding, anything contained in any other law for the time being in force, in respect of such shares or debentures or fixed deposits of the Company, where nomination made in the prescribed manner purports to confer on any person the right to become entitled to the shares or debentures or fixed deposits of the Company, the nominee shall on the death of the joint holders, become entitled to all the rights in such shares/ debentures/ fixed deposits, or as the case may be, all the joint holders, in relation to such shares or debentures, to the exclusion of all other person, unless the nomination is varied or cancelled in the prescribed manner. Where a nominee is a minor it shall be lawful for the holder of the share/ debentures/fixed deposits to make the nomination to appoint in the prescribed manner any person to become entitled to shares in or debentures or deposits of the Company the event of his death during minority. Any person who becomes a nominee as aforesaid upon the production of such evidence as may be required by the Board of Directors of the Company, elect either to be registered as the holder of the shares or debentures or Deposits or to make such transfer of the shares or debentures as the deceased shareholder or debenture holder could have made. The Board of Directors of the company shall in either case have the same right to decline or to suspend registration as it would have had if the deceased shareholder/debenture holder had transferred the shares or debentures before his death.

Nomination by the Share/ debenture holder

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28. Except as ordered by a Court of competent jurisdiction or as

by law required, the Company shall be entitled to treat the person whose name appears on the Register of Members as the holder of any share or where the name appears as the beneficial owner of shares in the records of the Depository as the absolute owner thereof and accordingly shall not be bound to recognize any benami trust or equitable, contingent, future or partial interest in any share or (except only as is by these Articles otherwise expressly provided) any right in respect of a share other than an absolute right thereto, in accordance with these Articles, in the person from time to time registered as the holder thereof; but the Board shall be at liberty at their sole discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.

Company not bound to recognise any interest in share other than that of registered holder

29 In respect of shares, debentures and securities held by Depository on behalf of the owners as defined in the Depositories Act, 1996, the provisions of Section 153, 153A, 153B, 187C and 372A of the Act shall not apply.

Certain Sections of the Act not to apply

UNDERWRITING AND BROKERAGE

30. Subject to the provisions of Section 76 of the Act the Company may at any time pay a commission to any person in consideration of his subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares or debentures in the Company or procuring or agreeing to procure subscription (whether absolute or conditional) for any shares or debentures in the Company, but so that the commission shall not exceed in the case of share, five percent of the price at which the shares are issued and in the case of debentures two and a half percent of the price at which the debentures are issued. Such commission may be satisfied by payment of cash or by allotment of fully or partly paid shares or partly in one way and partly in the other.

Commission may be paid

31. The Company may pay a reasonable sum for brokerage.

Brokerage

INTEREST OUT OF CAPITAL

32. Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any work or building or the provision of any plant which cannot be made profitable for a lengthy period, the Company may pay interest on so much of that share capital as is for the time being paid-up for the period at the rate and subject to the conditions and restrictions provided by Section 208 of the Act, and may charge the same to capital as part of the cost of construction of the work or building or the provision of plant.

Interest may be paid out of capital

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CALLS

33. The Board may, from time to time, subject to the terms on which any shares may have been issued and subject to the conditions of allotment, by a resolution passed at a meeting of the Board (and not by circular resolution) make such calls as it thinks fit upon the Members in respect of all moneys unpaid on the shares held by them respectively and each Member shall pay the amount of every call so made on him to the person or persons and at such times and place appointed by the Board. A call may be made payable by installments.

Board of Directors may make calls

34. Fourteen days’ notice in writing of any call shall be given by the Company specifying the time and place of payment, and the person or persons to whom such call shall be paid.

Notice of calls

35. A call shall be deemed to have been made at the time when the resolution authorising such call was passed at a meeting of the Board.

Call to date from resolution

36. A call may be revoked or postponed at the discretion of the Board.

Call may be revoked or postponed

37. The joint-holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

Liability of joint holders

38. The Board may, from time to time, at its discretion extend the time fixed for the payment of calls and may extend such time as to all or any of the members who from residence at a distance or other cause, the Board may deem fairly entitled to such extension but no Member shall be entitled to such extension save as a matter of grace and favour.

Directors may extend time

39. If any Member fails to pay any call due from him on the day appointed for payment thereof or any such extended period thereof as aforesaid, he shall be liable to pay interest on the same from the day appointed for the payment thereof to the time of actual payment at such rate as shall from time to time be fixed by the Board not exceeding 12 percent per annum but nothing in this Article shall render it obligatory for the Board to demand or recover any interest from any such member.

Calls to carry interest

40. Any sum, which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by the way of premium, shall for the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable, and in case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

Sums deemed to be calls

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41. On the trial or hearing of any action or suit brought by the

Company against any Member or his representatives for the recovery of any money claimed to be due to the Company in respect of his shares, it shall be sufficient to prove that the name of the Member in respect of whose share the money is sought to be recovered, appears entered on the Register of Member as proof on a trial of any suit for recovery of money due from the share holder at or subsequently to the date at which the money is sought to be recovered is alleged to have become due on the shares in respect of which such money is sought to be recovered; that the resolution making the call is duly recorded in the Minute Book; and that notice of such call was duly given to the Member or his representatives sued in pursuance of these Articles; and that it shall not be necessary to prove the appointment of the Directors who made such call nor that a quorum of Directors was present at the Board at which any call was made, nor that the meeting at which any call was made was duly constituted nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

Proof on trial of suit for money due on shares

42. Neither the receipt by the Company of a portion of any money which shall from time to time be due from any Member to the Company in respect of his shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of the payment of any such money, shall preclude the Company from thereafter proceeding to enforce a forfeiture of such shares as hereinafter provided.

Partial payment not to preclude forfeiture

43. (a) The Board may, if it thinks fit, agree to and receive from any Member willing to advance the same, all or any part of the amounts of the face value of his shares beyond the sums actually called up and upon the money so paid in advance, or upon so much thereof from time to time and at any time thereafter as exceeds the amount of calls then made upon and due in respect of the shares on account of which such advances are made, the Board may pay or allow interest at such rate (not exceeding without the sanction of the Company in General Meeting 12 per cent per annum) as the Member paying the sum in advance and the Board agree upon. The Board may agree to repay at any time any amount advanced or may at any time repay the same upon giving to the Member three months’ notice in writing. Provided that money paid in advance of calls shall not confer a right to dividend or to participate in profits.

(b) No member paying any such sum in advance shall be

entitled to voting rights in respect of the moneys so paid by him until the same would but for such payment become presently payable.

Payment in anticipation of calls may carry interest

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LIEN

44. The Company shall have lien on every share (not being fully paid up Share ) for all moneys called or payable at a fixed time in respect of that share; but the Company shall have no general lien on such partly paid shares. The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Articles.

Company to have lien on shares

45. For the purpose of enforcing such lien the Board may sell the shares subject thereto in such manner as they shall think fit and for that purpose may cause to be issued a duplicate certificate in respect of such shares and may authorise one of their number to execute a transfer thereof on behalf of and in the name of such member. No sale shall be made until such period as aforesaid shall have arrived, and until notice in writing of the intention to sell shall have been served on such member or his representatives and default shall have been made by him or them in payment, fulfillment, or discharge or such debts, liabilities or engagements for fourteen days after such notice.

As to enforcing lien by sale

46. The net proceeds of any such sale shall be received by the Company and applied in or towards payment of such part of the amount in respect of which the lien exists as is presently payable and the residue, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the persons entitled to the shares at the date of the sale.

Application of proceeds of sale

FORFEITURE OF SHARES

47. If any Member fails to pay any call or installment of a call on or before the day appointed for the payment of the same or any such extension thereof as aforesaid, the Board may at any time thereafter, during such time as the call or installment remains unpaid give notice to him requiring him to pay the same together with any interest that may have accrued and all expenses that may have been incurred by the Company by reason of such non- payment.

If money payable on share not paid, notice to be given to Member

48. The notice shall name a day (not being less than fourteen days from the date of the notice) and a place or places on and at which such call or installment and such interest thereon at such rate not exceeding 12 percent per annum as the Directors shall determine from the day on which such call or installment ought to have been paid and expenses as aforesaid are to be paid. The notice shall also state that in the event of the non-payment at or before the time and at the place appointed, the shares in respect of which the call was made or installment is payable will be liable to be forfeited.

Terms of notice

49. If the requirements of any such notice as aforesaid shall not be complied with, every or any share in respect of which such

In default of payment shares to

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notice has been given may at any time thereafter before payment of all calls or installments, interest and expenses due in respect thereof, be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect of the forfeited share and not actually paid before the forfeiture.

be forfeited

50. When any share shall have been so forfeited notice of the forfeiture shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof shall forthwith be made in the Register of members but no forfeiture, shall be in any manner invalidated by any omission or neglect to give such notice or to make any such entry as aforesaid.

Notice of forfeiture to a Member

51. Any share so forfeited shall be deemed to be the property of the Company, and may be sold, re-allotted or otherwise disposed of, either to the original holder thereof or to any other person, upon such terms and in such manner as the Board shall think fit.

Forfeited share to be property of the Company and may be sold etc

52. Any member whose shares have been forfeited shall notwithstanding the forfeiture be liable to pay and shall forthwith pay to the Company on demand all calls, installments, interest and expenses owing upon or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of the forfeiture until payment, at such rate not exceeding 12 percent per annum as the Board may determine and the Board may enforce the payment thereof, if it thinks fit.

Member still liable to pay money owing at time of forfeiture and interest

53. The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest in and all claims and demands against the Company, in respect of the share and all other rights incidental to the share, except only such of those rights as by these Articles are expressly saved.

Effect of forfeiture

54. A declaration in writing that the declarant is a Director or Secretary of the Company and that a share in the Company has been duly forfeited in accordance with these Articles on a date stated in the declaration, shall be conclusive evidence of the facts there in stated as against all persons claiming to be entitled to the shares.

Evidence of forfeiture

55. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers here in before given, the Board may appoint some person to execute an instrument of transfer of the shares sold and cause the purchaser’s name to be entered in the Register in respect of the share sold, and the purchaser shall not be bound to see to the regularity of the proceedings or to the application of the purchase money, and after his name has been entered in the Register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the

Validity of sale

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sale shall be in damages only and against the Company exclusively.

56. Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or certificates originally issued in respect of the relative shares shall (unless the same shall on demand by the Company have been previously surrendered to it by the defaulting Member) stand cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a new certificate or certificates in respect of the said shares to the person or persons entitled thereto.

Cancellation of share certificates in respect of forfeited shares

57. The Board may at any time before any share so forfeited shall have been sold, re-allotted or otherwise disposed of, annul the forfeiture there of upon such conditions as it thinks fit.

Power to annul forfeiture

TRANSFER AND TRANSMISSION OF SHARES

58. The Company shall keep a “Register of Transfers”, and therein shall be fairly and distinctly entered particulars of every transfer or transmission of any share held in physical form.

Register of transfers

59. In the case of transfer of shares debentures or other marketable securities where the company has not issued any certificate and where such shares or debentures or securities are being held in dematerialized form the provisions of the Depositories Act 1996 shall apply.

Provisions of Depositaries Act, 1996 to apply in case of shares in electronic form.

60. Shares in the Company may be transferred by an instrument in writing in the usual common form or in such other form as shall from time to time be approved by Directors provided that if so required by the provisions of the Act, such instrument of transfer shall be in the form prescribed and shall be duly stamped and delivered to the Company within the prescribed period.

Form of Transfer

61. The Instrument of Transfer shall be accompanied by the share certificate in the name of the transferor or by such other evidence as the Board may require to prove the title of the transferor and his right to transfer the shares, and every registered instrument of transfer shall remain in the custody of the Company until destroyed by order of the Board. The transferor shall be deemed to be the holder of such shares until the name of the transferee shall have been entered in the register of members in respect thereof except in case of transfer of shares held in the dematerialized form.

Instrument of transfer and evidence.

62. The Board shall have power on giving not less than seven days previous notice by advertisement in some newspaper circulating in the district in which the registered office of the Company is situate to close the Transfer Books, the Register of Members or Register of debenture-holders at such time to times and for such period or periods, not exceeding thirty

Transfer Books and Register of Members when closed

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days at a time and not exceeding in the aggregate forty-five days in each year.

*63. Subject to the provisions of Section 111 of the Act, the board may refuse, whether in pursuance of any *Amended vide Special Resolution passed at the Extraordinary General Meeting held on 30th March, 2012 power of the Company under these Articles or otherwise to register the transfer of, or the transmission by operation of law, of the right to, any shares or interest of a member in, or debentures of the Company, but in such case the Company shall within one month from the date on which the instrument of transfer or the intimation of transmission, as the case may be, was lodged with the Company, send to the transferee and the transformer notice of the refusal to register such transfer, giving reasons for such refusal. Provided that the registration of transfer shall not be refused on the ground of the transferor being either alone or jointly with any other person or persons, indebted to the Company on any account whatsoever, except when the Company has lien on Shares.

Board of Directors may refuse to register transfer

64. Where, in the case of partly paid shares, an application for registration is made by the transferor, the Company shall give notice of the application to the transferee in accordance with the provisions of section 110 of the Act.

Notice of application when to be given.

65. In the case of the death of any one or more of the persons named in the Register of Members as the joint-holders of any share, the survivor or survivors shall be the only person recognised by the Company as having any title to or interest in such share, but nothing herein contained shall be taken to release the estate of a deceased joint-holder from any liability on shares held by him jointly with any other person.

Death of one or more joint holders of shares

66. The executors or administrators or holders of a succession certificate or the legal representatives of a deceased member (not being one or two more joint-holders) shall be the only persons recognised by the Company as having any title to the shares registered in the name of such member, and the Company shall not be bound to recognise such executors or administrators or holders of a succession certificate or the legal representatives unless such executors or administrators or legal representatives shall have first obtained probate or letters of administration or succession certificate, as the case may be, from a duly constituted Court in the Union of India: provided that in any case where the Board in its absolute discretion thinks fit, the Board may dispense with production of Probate or letters of Administration or Succession Certificate, upon such terms as indemnity or otherwise as the Board in its absolute discretion may think necessary and register the name of any person who claims to be absolutely entitled to the shares standing in the name of a deceased

Title to shares of deceased member

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Member as a Member.

67. Every holder of shares or debentures of the Company may at any time nominate, in the prescribed manner, any person to whom his shares or debentures of the Company shall vest in the event of his death subject to the provisions contained in Section 109A of the Act.

Nomination

68. No share shall in any circumstances be transferred to any infant, insolvent or person of unsound mind.

No transfer to infant, etc.

69. Subject to the provisions of Articles 65 and 66 any person becoming entitled to shares in consequence of the death, lunacy, bankruptcy or insolvency or any Member or by any lawful means other than by a transfer in accordance with these Articles may, with the consent of the Board (which it shall not be under any obligation to give), upon producing such evidence that he sustains the character in respect of which he proposes to act under this Article or of such title as the Board thinks sufficient, either be registered himself as the holder of the shares or elect to have his nominee registered and in such an event he shall testify his election by executing in favour of his nominee an instrument of transfer in accordance with the provisions herein contained, and until he does so, he shall not be freed from any liability in respect of the shares.

Registration of persons entitled otherwise than by transfer

70. A person entitled to a share by transmission shall, subject to the right of the Directors to retain such dividends or money as hereinafter provided, be entitled to receive and may give a discharge for, any dividends or other moneys payable in respect of the share.

Person entitled may receive dividend without being registered a member

71. There shall be paid to the Company, in respect of the transfer or transmission of any number of shares to the same party, such fee, if any, as the Board may require.

Fee on transfer or transmission

72. The Company shall incur no liability or responsibility whatever inconsequence of its registering or giving effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof as shown on or appearing in the Register of Members to the prejudice of persons having or claiming any equitable right, title or interest to or in the said shares, notwithstanding that the Company may have had notice of such equitable right, title or interest or notice prohibiting registration of such transfer, and may have entered such notice, or referred thereto, in any book of the Company, and the Company shall not be bound or required to regard or attend or give effect to any notice which may be given to it of any equitable right, title or interest, or be under any liability whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in some book of the Company, but the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect thereto if the Board shall think fit.

Company not liable for disregard of a notice prohibiting registration of a transfer

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COPIES OF MEMORANDUM AND ARTICLES TO BE SENT TO

MEMBERS

73. Copies of the Memorandum and Articles of Association of the company and other documents referred to in section 30 of the Act shall be sent by the Company to every Member at his request within seven days of the request on payment of the sum of Rupees one for each copy.

Copies of Memorandum and Articles of Association to be sent by the Company

BORROWING POWERS

74. Subject to the provisions of section 292 of the Act the Board may, from time to time at its discretion by a resolution passed at a meeting of the Board, accept deposits from Members either in advance of calls or otherwise and generally raise or borrow or secure the payment of any sum or sums of money for the Company. Provided, however, where the money to be borrowed together with the moneys already borrowed (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate of the paid-up capital of the company and its free reserves (not being reserves set apart for any specific purpose) the Board shall not borrow such money without the consent of the Company in General Meeting.

Power to borrow

75. Subject to the provisions of Articles 74 hereof, the payment or repayment of moneys borrowed as aforesaid may be secured in such manner and upon such terms and conditions in all respect as the Resolution shall prescribe including by the issue of debentures or debenture-stock of the Company, charged upon all or any part of the property of the Company (both present and future), including its uncalled capital for the time being; and debentures, debenture-stock and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

Payment or repayment of moneys borrowed

76. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be issued on condition that they shall be convertible into shares of any denomination, and with privileges and conditions as to redemption, surrender, drawing, allotment of shares and attending (but not voting) at General meetings, appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of shares shall be issued only with the consent of the Company in General Meeting accorded by a Special Resolution.

Terms of issue of debentures

77. The Board shall cause a proper Register to be kept in accordance with the provisions of section 143 of the Act of all mortgages, debentures and charges specifically affecting the

Register of Mortgage etc. to be kept

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property of the Company; and shall cause the requirements of sections 118, 125 and 127 to 144 (both inclusive) of the Act in that behalf to be duly complied with, so far as they fall to be complied with by the Board.

78. The Company shall, if at any time it issues debentures, keep a Register and Index of Debenture-holders in accordance with Section 152 of the Act. The Company shall have the power to keep in any state or country outside India a branch Register of Debenture-holders resident in that state or country.

Index of Debenture holders

79. Save as provided in Section 108 of the Act, no transfer of debentures shall be registered unless a proper instrument of transfer duly stamped and executed by the transferor and transferee has been delivered to the company together with the certificate or certificates of the debentures.

Instrument of Transfer

SHARE WARRANTS

80. The Company may issue share warrants subject to and in accordance with the provisions of Section 114 and 115 of the Act and accordingly the Board may in its discretion with respect to any share which is fully paid upon application in writing, signed by the person registered as holder of the share and authenticated by such evidence (if any) as the Board may, from time to time require as to identity of the person signing the application and on receiving the certificate (if any) of the share and the amount of the stamp duty on the warrant and such fee as the Board may from time to time require issue a share warrant.

Power to issue share warrants

81. (1) The bearer of a share warrant may at any time deposit the warrant at the office of the Company and so long as the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a meeting of the Company and of attending and voting and exercising the other privileges of a member at any time of deposit, as if his name were inserted in the Register of Members as the holder of the share included in the deposited warrant.

(2) Not more than one person shall be recognised as depositor of the share warrant.

(3) The Company shall on two days' written notice, return the deposited share warrant to the depositor.

Deposit of share warrant

82. (1) Subject as herein otherwise expressly provided, no person shall as bearer of a share warrant, sign a requisition for calling a meeting of the Company, or attend, or vote or exercise any other privileges of a

Privileges and disabilities of the holders of share warrants.

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member at a meeting of the Company, or be entitled to receive any notices from the Company.

(2) The bearer of a share warrant shall be entitled in all

other respects to the same privileges and advantages as if he was named in the Register of Members as the holder of the share included in the warrant and he shall be a member of the Company.

83. The Board may from time to time, make rules as to the

terms on which (if it shall think fit) a new share warrant or coupon may be issued by way of renewal in case of defacement, loss or destruction.

Issue of new share warrant or coupon

CONVERSION OF SHARES INTO STOCK AND RECONVERSION

84. The Company in General Meeting may convert any paid-up shares into stock; and when any shares shall have been converted into stock, the several holders of such stock may henceforth transfer their respective interest therein, or any part of such interest, in the same manner and subject to the same regulations as, and subject to which shares from which the stock arise might have been transferred, if no such conversion had taken place, or as near thereto as circumstances will admit. The Company may at any time reconvert any stock into paid-up shares of any denomination.

Shares may be converted into stock

85. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards dividends, voting at meetings of the Company, and other matters, as if they held the shares from which the stock arose; but no such privilege or advantage (except participation in the dividends and profits of the Company and in the assets of winding- up) shall be conferred by an amount of stock which would not, if existing in shares, have conferred that privilege or advantage.

Right of Stock- Holders

MEETINGS OF MEMBERS

86. The Company shall in each year hold a General Meeting as its Annual general Meeting in addition to any other meetings in that year. All General Meetings other than Annual General Meetings shall be called Extra-ordinary General Meetings. An Annual General Meeting of the Company shall be held within six months after the expiry of each financial year, provided that not more than fifteen months shall elapse between the date of one Annual General Meeting and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right conferred upon the Registrar under the provisions of section 166(1) of the Act to extend the time within which any Annual General Meeting may be held. Every Annual General Meeting shall be called for a time during

Act to extend the time within which any Annual General Meeting

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business hours, on a day that is not a public holiday, and shall be held at the Office of the Company or at some other place within the city in-which the Office of the Company is situated as the Board may determine and the Notices calling the Meeting shall specify it as the Annual General Meeting. The Company may in any one Annual General Meeting fix the time for its subsequent Annual General Meeting. Every Member of the Company shall be entitled to attend either in person or by proxy and the Auditor of the Company shall have the right to attend and to be heard at any General Meeting which he attends on any part of the business which concerns him as Auditor. Every Director of the Company shall also be entitled to attend every General Meeting of the Company and shall receive notice of every General Meeting. At every Annual General Meeting of the Company there shall be laid on the table the Directors Report and Audited Statement of Accounts. Auditors’ report (if not already incorporated in the Statement of Accounts), the proxy Register with proxies and the Register of Directors’ shareholdings which latter Register shall remain open and accessible during the continuance of the meeting. The Board shall cause to be prepared the Annual List of Members, Summary of the Share Capital, Balance Sheet and Profit and Loss Account and forward the same to the Registrar in accordance with sections 159, 161 and 220 of the Act.

87. The Board may, whenever it thinks fit, call an Extraordinary General Meeting and it shall do so upon a requisition in writing by any Member or Members holding in the aggregate not less than one-tenth of the paid-up capital as at that date carries the right of voting in regard to the matter in respect of which the requisition has been made.

Extraordinary General Meeting

88. Any valid requisition so made by members must state the object or objects of the meeting proposed to be called, and must be signed by the requisitionists and be deposited at the Office provided that such requisition may consist of several documents in like form each signed by one or more requisitionists.

Requisition of Members to state object of meeting

89. Upon the receipt of any such requisition, the Board shall forthwith call an Extraordinary General Meeting, and if they do not proceed within twenty one days from the date of the requisition being deposited at the Office to cause a meeting to be called on a day not later than forty-five days from the date of deposit of the requisition, the requisitionists, or such of their number as represent either a majority in value of the paid-up share capital held by all of them or not less than one-tenth of such of the paid-up share capital of the company as is referred to in section 169(4) of the Act, whichever is less, may themselves call the meeting, but in either case any meeting so called shall be held within three months from the date of the delivery of the requisition as aforesaid.

On receipt of requisition, Directors to call meeting and in default requisitionists may do so

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90. Any meeting called under foregoing Articles by the requisitionists shall be called in the same manner, as nearly as possible, as that in which meetings are to be called by the Board.

Meeting called by requisitionists

91. Twenty-one day’s notice at the least of every General Meeting, Annual or Extra-ordinary and by whomsoever called specifying the day, place and hour of meeting, and the general nature of the business to be transacted thereat, shall be given in manner hereinafter provided, to such persons as are under these Articles entitled to receive notice from the Company. Provided that in the case of an Annual General Meeting with the consent in writing of all the Members entitled to vote thereat and in case of any other meeting with the consent of Members not less than 95 per cent of such part of the paid-up share capital of the Company as gives a right to vote at the meeting, a meeting may be convened by a shorter notice. The provisions of section 173 of the Act shall not apply with respect to General Meeting (including an Annual General Meeting) of the Company.

Twenty-one day’s notice of meeting to be given

92. The accidental omission to give any such notice as aforesaid to any of the member, or the non-receipt thereof, shall not invalidate any resolution passed at any such meeting.

Omission to give notice not to invalidate a resolution passed

93. No General Meeting, Annual or Extraordinary, shall be competent to enter upon, discuss or transact any business which has not been mentioned in the notice or notices upon which it was convened save and except with the prior permission of the Chairman of that meeting.

Meeting not to transact business not mentioned in notice.

94. The quorum for a General Meeting of Shareholders shall be five persons present in person or by authorised representative.

Quorum at General Meeting

95. A body corporate being a Member shall be deemed to be personally present if it is represented in accordance with Section 187 of the Act.

Body Corporate deemed to be personally present

96. If, at the expiration of half an hour from the time appointed for holding a meeting of the Company, a quorum shall not be present, the meeting, if convened by or upon the requisition of Members, shall stand dissolved, but in any other case the meeting shall stand adjourned to the same day in the next week or if that day is a public holiday of the same time and place or to such other day and at such other time and place within the city in which the office of the company is situated as the Board may determine, and if at such adjourned meeting a quorum is not present at the expiration of half an hour from the time appointed for holding the meeting, the Members present shall be a quorum, and may transact the business for which the meeting was called.

If Quorum not present, meeting to be dissolved or adjourned

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97. The Chairman (if any) of the Board shall be entitled to take the chair at every General Meeting, whether Annual or Extraordinary. If there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes of the time appointed for holding such a meeting or if he shall be unable or unwilling to take the chair then the members present shall elect another Director as Chairman, and if no Director be present or if all the Directors present decline to take the chair, then the Members present shall elect one of their number to be Chairman.

Chairman of General Meeting

98. No business shall be discussed at any General Meeting except the election of a Chairman, whilst the chair is vacant.

Business confined to election of Chairman whilst chair vacant

99. The Chairman with the consent of the members may adjourn any meeting from time to time and from place to place within the city in which the registered office of the Company is situated but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Chairman with consent may adjourn meeting

100. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hand unless a poll is (before or on the declaration of the result of the show of hands) ordered to be taken by the Chairman of the meeting of his own motion or is demanded by (a) one Member having the right to vote on the resolution and present in person or by proxy if not more than seven such Members are personally present and by two such members present in person or by proxy if more than seven such persons are personally present or (b) by any Member of Members present in person or by a proxy and having not less than one- tenth of the total voting power in respect of the resolution or (c) by the Member of Members present in person or by proxy and holding shares in the Company conferring a right to vote on the resolution being shares on which an aggregate sum has been paid- up which is not less than one-tenth of the total sum paid-up on all the shares conferring that right and unless a poll is so ordered or demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

Questions at General Meeting how decided

101. In case of an equality of votes, the Chairman shall both on a show of hands and at a poll (if any) have a casting vote in addition to the vote or votes to which he may be entitled as a Member.

Chairman’s casting vote

102. If a poll is demanded as aforesaid the same shall be taken at such time (not later than forty-eight hours from the time when

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the demand was made) and place and either by open voting or by ballot, as the Chairman shall direct, and either at once or after an interval or adjournment, or otherwise, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn at any time by the person or persons who made the demand.

103. Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to scrutinise the votes given on the poll and to report thereon to him. One of the scrutineers so appointed shall always be a Member (not being an officer or employee of the Company) present at the meeting provided such a Member is available and willing to be appointed. The Chairman shall have power at any time before the result of the poll is declared to remove a scrutineer from office and fill vacancies in the office of scrutineer arising from such removal or from any other cause.

Scrutineers at poll

104. Any poll duly demanded on the election of a Chairman of a meeting or on any question of adjournment shall be taken at the meeting forthwith.

In what case poll taken without adjournment

105. The demand for a poll except on the questions of the election of the Chairman and of an adjournment shall not prevent the continuance of a meeting for the transaction of any business other than question on which the poll has been demanded.

Demand for poll not to prevent transaction of other business

VOTES OF MEMBERS

106. No member shall be entitled to vote either personally or by proxy at any General Meeting or Meeting of a class of shareholders either upon a show of hands or upon a poll in respect of any shares registered in his name on which any calls or other sums presently payable by him have not been paid or in regard to which the Company has, and has exercised, any right of lien.

Members in arrears not to vote

107. Subject to the provisions of these Articles and without prejudice to any special privileges or restrictions as to voting for the time being attached to any class of shares for the time being forming part of the capital of the Company, every Member, not disqualified by the last preceding Article shall be entitled to be present and to speak and vote at such meeting. On a show of hands every Member present in person or by proxy shall have one vote and upon a poll the voting right or every Member present in person or by proxy shall be in proportion to his share of the paid-up equity share capital of the Company. Provided, however, if any preference shareholder be present at any meeting of the Company, save as provided in clause (b) of sub-section (2) of Section 87, he shall have a right to vote only on resolution placed before the

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meeting which directly affect the rights attached to his preferences shares.

108. On a poll taken at a meeting of the Company, a Member entitled to more than one vote, or his proxy or other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in the same way all the votes he uses.

Casting of votes by a Member entitled to more than one vote

109. A Member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on show of hands or on a poll, by his committee or other legal guardian; and any such committee or guardian may, on poll vote by proxy; if any Member be a minor the vote in respect of his share or shares shall be by his guardian, or any one of his guardians, if more than one, to be elected in case of dispute by the Chairman of the meeting.

How Members non compos mentis and minor may vote

110. If there be joint registered holders of any shares, any one of such persons may vote at any meeting or may appoint another person (whether a Member or not) as his proxy in respect of such shares, as if he was solely entitled thereto but the proxy so appointed shall not have any right to speak at the meeting and if more than one of such joint-holders be present at any meeting, that one of the said person so present whose name stands higher on the Register shall alone be entitled to speak and to vote in respect of such shares but the other or others of the joint-holders shall be entitled to be present at the meeting. Several executors or administrators of a deceased Member in whose name shares stand shall for the purpose of these Articles be deemed joint-holders thereof.

Votes of joint Members

111. Subject to the provisions of these Articles votes may be given either personally or by proxy. A body corporate being a Member may vote either by a proxy or by a representative duly authorised in accordance with Section 187 of the Act and such representative shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf of the body corporate which he represents as that body could exercise if it were an individual Member.

Voting in person or by proxy

112. Any person entitled to transfer any share may vote at any General Meeting in respect thereof in the same manner as if he was the registered holder of such shares, provided that forty-eight hours at least before the time of holding the meeting or adjourned meeting, as the case may be, at which he proposes to vote he shall satisfy the Directors of his right to transfer such shares and give such indemnity (if any) as the directors may require or the Directors shall have previously admitted his right to vote at such meeting in respect thereof.

Votes in respect of shares of deceased and insolvent Member

113. Every proxy ( Whether a Member or not) shall be appointed in writing under the hand of the appointer or his attorney or if such appointer is a body corporate under the common seal of

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such corporation or be signed by an officer or an attorney duly authorised by it, and any Committee or guardian may appoint such proxy. The proxy so appointed shall be entitled to speak at the meetings.

114. An instrument of proxy may appoint a proxy either for the purpose of a particular meeting specified in the instrument and any adjournment thereof or it may appoint for the purposes of every meeting of the Company or of every Meeting to be held before a date specified in the instrument and every adjournment of any such meeting.

Proxy either for specified meeting or for a period

115. A Member present by proxy shall be entitled to vote on a show of hands as well as on a poll.

No proxy except for a body corporate to vote on a show of hands

116. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, shall be deposited at the office not later than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes the vote and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

Deposit of instrument of appointment

117. Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as circumstances will admit, be in any of the forms set out in Schedule IX of the Act.

Form of proxy

118. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of any power of attorney under which such proxy was signed, or the transfer of the share in respect of which the vote is given, provided that no intimation in writing of the death or insanity, revocation or transfer shall have been received at the office before the meeting.

Validity of votes given by proxy notwithstanding death of Member

119. No objection shall be made to the validity of any vote except at any meeting or poll at which such vote shall be tendered, and every vote whether given personally or by proxy, not disallowed at such meeting or poll shall be deemed valid for all purposes at such meeting or poll whatsoever.

Time for objections of votes

120. The Chairman of any meeting shall be the sole judge of the validity of every vote tendered at such meeting. The Chairman present at the taking of a poll shall be the sole judge of the validity of every vote tendered at such poll.

Chairman of any meeting to be the judge of validity of any votes

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121. (1) The Company shall cause minutes of all proceedings of every General Meeting to be kept by making within thirty days of the conclusion of every such meeting concerned, entries in books kept for that purpose with their pages consecutive numbered.

(2) Each page of every book shall be initialed or signed and

the last page of the record of proceedings of each meeting in such book shall be dated and signed by the Chairman of the same meeting within the aforesaid period of thirty days or in the event of the death or inability of that Chairman within that period by a Director duly authorised by the Board for the purpose.

(3) In no case the minutes of proceedings of meeting shall be

attached to any such book as aforesaid by pasting or otherwise.

(4) The minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. (5) All appointments of Officer made at any meeting aforesaid

shall be included in the minutes of the meeting. (6) Nothing herein contained shall require or be deemed to

require the inclusion in any such minutes of any matter which in the opinion of the Chairman of the meeting (a) is, or could reasonably be regarded, as defamatory of any person or (b) is irrelevant or immaterial to the proceedings or (c) is detrimental to the interest of the Company. The Chairman of the meeting shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the aforesaid grounds.

(7) Any such minutes shall be evidence of the proceedings

recorded therein. (8) The book containing the minutes of proceedings of

General Meeting shall be kept at the office of the Company and shall be open during business hours, for such periods not being less in the aggregate than two hours in each day as the Directors determine to the inspection of any Member without charge.

Minutes of General Meeting and inspection thereof by Members

DIRECTORS

*122. Until otherwise determined by a General Meeting of the Company and subject to the provisions of section 252 of the Act, the number of Directors shall not be less than three nor more than twelve.

Number of Director

123. The First Directors of the Company are:- (1) Narayanan Suresh Krishnan

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(2) Arun Mahajan (3) Binayak Datta

124. If it is provided by any Trust Deed, securing or otherwise in connection with any issue of debentures of the Company that any person or persons shall have power to nominate a Director of the Company, then in the case of any and every such issue of debentures, the person or persons having such power may exercise such power from time to time and appoint a Director accordingly. Any Director so appointed as herein is referred to as Debenture Director. A Debenture Director may be removed from office at any time by the person or persons in whom for the time being is vested the power under which he was appointed and another Director may appointed in his place. A Debenture Director shall not be bound to hold any qualification shares.

Debenture Directors

125. The Board may appoint an Alternate Director to act for a Director (hereinafter called “the Original Director”) during his absence for a period of not less than three months from the State in which the meetings of the Board are ordinarily held. An alternate director appointed under this Article shall not hold office for a period longer than the permissible to the original Director in whose place he has been appointed and shall vacate office if and when the Original Director return to that State. If the term of Office of the Original director is determined before he so returns to the state, any provisions in the Act or these Articles for the Automatic re-appointment of retiring director in default * Amended vide special resolution passed at the EGM held on 23rd November, 2011 of another appointment shall apply to the original director and not to the Alternate Director.

Appointment of Alternate Director

126. Subject to the provisions of the Act, if a casual vacancy arises on account of death or resignation of any Director, the Director appointed to fill in the casual vacancy shall be a person who shall be nominee of the party who had nominated the Original Director. Any person so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not vacated by him.

Directors’ power to fill vacancies

127. Subject to the provisions of Section 260, 261, 262, 264 the Board shall have power at any time and from time to time to appoint any other qualified person to be an Additional Director, but so that the total number of Directors shall not at any time exceed the maximum fixed under Article122 Any such Additional Director shall hold office only up to the date of the next Annual General Meeting.

Director’s power to add to the Board

128. A Director of the Company shall not be bound to hold any

qualification shares.

Qualification shares of Directors

129. (1) Subject to the provisions of the Act, a Managing Director or Director, who is in the whole-time employment of the

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Company, may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the company or partly by one way and partly by the other.

(2) Subject to the provisions of the Act, a Director, who is

neither in the whole-time employment nor a Managing Director may be paid remuneration either-

(a) by way of monthly, quarterly or annual payments, or (b) by way of commission if the Company by a special

resolution authorises such payment. (3) The fee payable to a Director (including a whole time-

Director & Managing Director, if any) for attending a meeting of the Board & Committee thereof shall be such sum as may be determined by the Board from time to time but not exceeding such sum as may be prescribed by law & by the Central Government from time to time.

130. If any Director be called upon to perform extra services exertions or efforts (which expression shall include work done by a Director as a Member of any Committee formed by the Directors) the Board may arrange with such Director for such special remuneration for such extra services or special exertions or efforts either by a fixed sum or otherwise as may be determined by the Board and such remuneration may be either in addition to or in substitution for his remuneration above provided.

Special remuneration for extra work

131. The Board may allow and pay to any Director who is not a bona fide resident of the place where the meetings of the Board are ordinarily held and who shall come to such place for the purpose of attending a meeting, such sum as the Board may consider fair compensation for travelling, boarding lodging and other expenses, in addition to his fee for attending such meeting as above specified; and if any Director be called upon to go or reside out of the ordinary place of his residence on the Company’s business he shall be entitled to be repaid and reimbursed any travelling or other expenses incurred in connection with business of Company.

Travelling expenses incurred by Director for attending Meeting or on Company’s business

132. The continuing Directors may act notwithstanding any vacancy in their body, but if, and so long as their number is reduced below the minimum number fixed by Article122 hereof the continuing Directors not being less than three may act for the purposes of increasing the number of Director to that number or of summoning a General Meeting, but for no other purpose.

Directors may act notwithstanding any vacancy

133. Subject to sections 283(2) and 314 of the Act the office of a Director shall become vacant if:-

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(a) he fails to obtain within the time specified in sub-section

(1) of Section 270 of the Act or at any time thereafter cease to hold the share qualification, if any, required of him by these Articles; or

(b) he is found to be of unsound mind by a Court of competent jurisdiction; or (c) he applies to be adjudicated as an insolvent; or (d) he is adjudged an insolvent ; or (e) he fails to pay any call made on him in respect of share of

the Company held by him whether alone or jointly with others, within six months from the date fixed for the payment of such call unless the Central Government has by notification in the Official Gazette removed the disqualification incurred by such failure; or

(f) he is deemed to have vacated office under the provisions

of Section 314 by any place of profit being held in contravention thereof; or

(g) he absents himself from three consecutive meetings of the

Directors or from all meetings of the Directors for a continuous period of three months, whichever is longer, without leave of absence from the Board; or

(h) he becomes disqualified by an order of the Court under Section 203 of the Act; or (i) he is removed in pursuance of Section 284 ; or (j) he (whether by himself or by any person for his benefit or

on his account) or any firm in which he is a partner or any private Company of which he is director, a loan or any guarantee or security for a loan from the Company in contravention of Section 295 of the Act; or

(k) he acts in contravention of Section 299 of the Act; or (l) he is convicted by a Court of an offence involving moral

turpitude and is sentenced in respect thereof to imprisonment for not less than six months; or

(m) having been appointed a Director by virtue of his holding

any office or other employment in the Company, he ceases to hold such office or other employment in the Company; or

(n) he resigns his office by a notice in writing addressed to the Company.

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(o) he is disqualified pursuant to Section 274(1)(g) of the Act

134. (a) The Company shall keep at its Office a Register containing the particulars of Directors, Managers and other persons mentioned in Section 303 of the Act, and shall otherwise comply with the provisions of the said Section in all respects.

(b) The Company shall in respect of each of its Directors

also keep at its Office a Register, as required by Section 307 of the Act, and shall otherwise duly comply with the provisions of the said Section in all respects.

Register of Directors etc.,

135. (1) A Director or his relative, firm in which such Director or relative is a partner, or any other partner in such firm, or a private company of which the Director is a member or director may enter into any contract with the Company for the sale, purchase or supply of any goods, materials or services or for underwriting the subscription of any shares in or debentures of the Company provided that the sanction of the board is obtained before or within three months of the date on which the contract is entered into in accordance with section 297 of the Act.

(2) No sanction however shall be necessary for (a) any purchase of goods and materials from the Company

or the sale of goods or materials to the Company, by any such Director, relative, firm, partner or private Company as aforesaid for cash at prevailing market prices; or

(b) any contract or contracts between the Company on one

side and any such Director, relative, firm partner or private company on the other for sale, purchase or supply of any goods, materials and services in which either the Company or the Director, relative, firm, partner or private company, as the case may be, regularly trades or does business, where the value of the goods and materials or the cost of such services do not exceed Rs. 5,000/- in the aggregate in any year comprised in the period of contract or contracts. Provided that in circumstances or urgent necessity, a Director, relative, firm, partner or private company as aforesaid may without obtaining the consent of the Board enter into any such contract with the Company for the sale, purchase or supply of any goods, materials or services exceeds Rs.5,000 in the aggregate in any year comprised in the period of the contract if the consent of the Board shall be obtained to such contract or contracts at a meeting within three months of the date on which the contract was entered into.

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136. A Director of the Company who is in any way, whether directly or indirectly concerned or interested in a contract or arrangement, or proposed contract or arrangement entered into or to be entered into by or on behalf of the Company, shall disclose the nature of his concern or interest at meeting of the Board in the manner provided in Section 299(2) of the Act; Provided that it shall be necessary for a Director to disclose his concern or interest in any contract or arrangement entered into with any other Company where any of the Directors of the Company or two or more of them together holds or hold not more than two per cent of the paid-up share capital in the other Company.

Disclosure of interest

137. A General Notice given to the Board by the Director, to the effect that he is a director or member of a specified body corporate or is a member of specified firm and is to be regarded as concerned or interested in any contract or arrangement which may, after the date or the notice, be entered into with that body corporate or firm, shall be deemed to be a sufficient disclosure of concern or interest in relation to any contract or arrangement so made. Any such general notice shall expire at the end of the financial year in which it is given but may be renewed for a further period of one financial year at a time by a fresh notice given in the last month of the financial year in which it would have otherwise expired. No such general notice and no renewal thereof shall be of effect unless, either it is given at a meeting of the Board or the Director concerned takes reasonable steps to secure that it is brought up and read at the first meeting of the Board after it is given.

General Notice of interest

138. The Company shall keep a Register in accordance with section 301(1) of the Act and shall within the time specified in section 301(2) of the Act enter therein such of the particulars as may be relevant having regard to the application thereto of section 297 or section 299 of the Act as the case may be. The Register aforesaid shall also specify, in relation to each Director of the Company the names of the bodies corporate and firms of which notice has been given by him under Article 146. The Register shall be kept at the office of the Company and shall be open to inspection at such office and extracts may be taken there from and copies thereof may be required by any Member of the Company to the same extent, in the same manner and on payment of the same fee as in the case of the Register of Members of the Company and the provisions of Section 163 of the Act shall apply accordingly.

Register of Contracts in which Directors are interested.

139. A Director may be or become a Director of any Company promoted by the Company, or in which he may be interested as a vendor, shareholder or otherwise and no such Director, shall be accountable for any benefits received as Director or shareholder of such Company except in so far as Section 309(6) or Section 314 of the Act may be applicable.

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140. At every Annual General Meeting of the Company, one-third of such of the Directors for the time beings as are liable to retire by rotation or if their number is not three or a multiple of three, the number nearest to one-third shall retire from office. The Debenture Director, if any, shall not be subject to retirement under this clause and shall not be taken into account in determining the rotation of retirement or the number of Directors to retire.

Retirement and rotation of Directors

141. Subject to Section 256(2) of the Act, the Directors to retire by rotation under Article 140 at every Annual General Meeting shall be those who have been longest in office since their last appointment, but as between persons who became Directors on the same day, those who are to retire, shall, in default of and subject to any agreement among themselves be determined by lot.

Ascertainment of Directors retiring by rotation and filling of vacancies

142. A retiring Director shall be eligible for re-election.

Eligibility for re-election

143. Subject to Sections 258 and 261 of the Act, the Company at the General Meeting at which a Director retires in manner aforesaid may fill up the vacated office by electing a person thereto.

Company to appoint successors

144. (a) If the place of the retiring Director is not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at the same time and place, or if that day is a public holiday till the next succeeding day which is not a public holiday, at the same time and place.

(b) If at the adjourned meeting also, the place of the retiring

Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the retiring Director shall be deemed to have been re-appointed at the adjourned meeting unless:-

(i) at the meeting or at the previous meeting

resolution for the reappointment of such Director has been put to the meeting and lost;

(ii) the retiring Director has, by a notice in writing

addressed to the Company or its Board, expressed his unwillingness to be so re- appointed;

(iii) he is not qualified or he is disqualified for

appointment:

(iv) a resolution, whether special or ordinary, is required for the appointment or re-appointment by virtue of any provisions of the Act; or

(v) the proviso to sub-section (2) of section 263 of

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the Act is applicable to the case.

145. Subject to Section 258 of the Act the Company may, by Ordinary Resolution, from time to time increase or reduce the number of Directors, and may alter their qualifications, and the Company may (subject to the provisions of Section 284 of the Act) remove any Director before the expiration of his period of office and appoint another qualified person in his stead. The person so appointed shall hold office during such time as the Directors in whose place he is appointed would have held the same if he had not been removed.

Company may increase or reduce the number of Directors

146. (a) Every Director (including a person deemed to be a Director by virtue of the explanation to sub-section (1) of section 303 of the Act) Managing Director, Manager or Secretary of the Company shall within twenty days of his appointment to any of the above offices in any other body corporate, disclose to the Company the particulars relating to his office in the other body corporate which are required to be specified under sub-section (1) of Section 303 of the Act.

(b) Every Director and every person deemed to be a Director

of the Company by virtue of sub-section (10) of Section 307 of the Act, shall give notice to the Company of such matters relating to himself as may be necessary for the purpose of enabling the Company to comply with the provisions of that Section.

Disclosure by Director of appointment to any other body corporate

MANAGING DIRECTORS

147. Subject to the provisions of the Act and of these Articles, the Board shall have power to appoint from time to time any one or more of its number as Managing Director or Managing Directors of the Company for a fixed term not exceeding five years at a time and upon such terms and conditions as the Board thinks fit, and the Board may by resolution, vest in such Managing Director or Managing Directors such of the powers hereby vested in the Board generally as it thinks fit, and such powers may be made exercisable for such period or periods, and upon such conditions and subject to such restrictions as it may determine. The remuneration of a Managing Director may be made by way of monthly payment, fee for each meeting or participation in profits or by any or all these modes or any other mode not expressly prohibited by the Act.

Board may appoint Managing Director or Managing Directors

148. The Managing Director or Managing Directors shall not exercise the powers to:- (a) make calls on shareholders in respect of money unpaid on the shares in the Company; (b) issue debentures; and except to the extent mentioned in

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the resolution passed at the Board meeting under Section 292 of the Act, shall also not exercise the powers to :- (c) borrow moneys otherwise than a debentures; (d) invest the funds of the Company; and (e) make loans.

149. The Company shall not appoint or employ, or continue the appointment or employment of, a person as its Managing or whole-time Director who.- (a) is a undischarged insolvent, or has at any time been adjudged an insolvent; (b) suspends or has at any time suspended, payment to his creditors or makes or has at any time made, a composition with them; or (c) is, or has at any time been, convicted by a Court of offence involving moral turpitude.

Certain persons not be appointed Managing Directors

150. A Managing Director shall not while he continues to hold that office be subject to retirement by rotation, in accordance with Article 140 If he ceases to hold the office of Director he shall ipso facto and immediately cease to be Managing Director.

Special position of Managing Director

PROCEEDINGS OF THE MEETINGS OF THE BOARD OF DIRECTORS

151. Directors may meet together as a Board for the despatch of business from time to time and shall so meet at least once in every three calendar months and at least four such meetings shall be held in every year. The Directors may adjourn and otherwise regulate their meetings as they think, fit. The board shall be at liberty to conduct meetings either by way of teleconferences or video conferences or other electronic devices, as may be permissible under the Act. In addition, resolutions can be passed by circulation as provided for in the Act.

Meetings of Directors

152. Notice of every meeting of the Board shall be given in writing to all the Directors for the time being in India and at his usual address in India to every other Director.

Notice of Meetings

153. Subject to Section 287 of the Act, the quorum for a meeting of the Board shall be one-third of its total strength (excluding Directors, if any, whose places may be vacant at the time and any fraction contained in that one third being rounded off as one) or two Directors, whichever is higher.

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Where at any time the number of interested Directors exceeds or is equal to two thirds of the total strength the number of the remaining Directors, that is to say, the number of directors who are not interested, present at the meeting being not less than three, shall be the quorum during such time.

154. If a meeting of the board could not be held for want of a quorum, then the meeting shall automatically stand adjourned to such other date and time (if any) as may be fixed by the Chairman not being later than seven days from the date originally fixed for the meeting.

Adjournment of meeting for want of quorum

155. Any Director and/or the Secretary shall, as and when directed by Director to do so, convene a meeting of the Board by giving a notice in writing to every Director.

When meeting to be convened

156. The Directors may from time to time elect from among their number a Chairman of the Board and determine the period for which he is to hold office. If at any meeting of the board, the Chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose any one of their number to be a Chairman of the meeting.

Chairman

157. Questions arising at any meeting of the Board shall be decided by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or casting vote.

Questions at Board Meetings, how decided

158. A meeting of the Board for the time being at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions which by or under the Act or the Articles of the Company are for the time being vested in or exercisable by the Board generally.

Powers of Board Meeting

159. Subject to the restrictions contained in Section 292 of the Act, the Board may delegate any of their powers to committees of the Board consisting of such Member or Members of its body as it thinks fit and it may from time to time revoke and discharge any such Committee of the Board either wholly or in part and either as to person or purposes, but every Committee of the Board so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed on it by the Board. All acts done by any such Committee of the Board in conformity with such regulations and in fulfillment of the purposes of their appointment but not otherwise, shall have the like force and effect as if done by the Board. Rules governing the functioning and voting requirements of any Committee of the Board shall be established by the Board whenever a Committee is appointed.

Directors may appoint committees

160. The meetings and proceeding of any such Committee of the Board consisting of two or more members shall be governed

Meeting of Committee, how

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by the provisions herein contained for regulating the meetings and proceedings of the Directors as far as the same are applicable thereto and are not superseded by any regulations made by the Directors under the last preceding Article.

to be governed

161. No resolution shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors or to all the members of the Committee, for the time being in India or their alternates at their respective addresses provided for such purpose and the same has been approved by a majority of Directors or members of the Committee as are then in India.

Resolution by circulation

162. All acts done by any meeting of the Board or by a Committee of the Board or by any person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Director or persons acting as aforesaid or that they or any of them were disqualified or had vacated office or that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as if every such person had been terminated by virtue of any provisions contained in the Act or in these Articles, be as valid as if every such person had been duly appointed had not been terminated; provided that nothing in this Article shall be deemed to give validity to acts done by a Director after his appointment has been shown to the Company to be invalid or to have terminated.

Acts of Board or Committee valid notwithstanding informal appointment

MINUTES

163. (1) The Company shall cause minutes of all proceedings of every meeting of the Board and Committee thereof to be kept by making within thirty days of the conclusion of every such meeting entries thereof in books kept for that purpose with their pages consecutively numbered.

(2) Each page of every such book shall be initialed or signed and the last page of record of proceedings of each meeting in such book shall be dated and signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting.

(3) In no case the minutes of proceedings of the meeting shall

he attached to any such books as aforesaid by pasting or otherwise.

(4) The Minutes of each meeting shall contain a fair and correct summary of the proceedings thereat. (5) All appointments of officers made at any of the meetings

aforesaid shall be included in the minutes of the meeting.

Minutes of proceedings of Meetings of the Board

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(6) The minutes shall also contain

(a) the names of the Directors present at the meeting and (b) in the case of each resolution passed at the meeting

the names of the Directors, if any, dissenting from or not concurring in, the resolution.

(7) Nothing contained in sub-clauses (1) to (6) shall be deemed to require the inclusion in any such minutes of any matter which, in the opinion of the Chairman of the meeting:- (a) is or could reasonably be regarded as defamatory of

any person; (b) is irrelevant or immaterial to the proceedings; or (c) is detrimental to the interest of the Company. The Chairman shall exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in the minutes on the ground specified in this sub-clause. (8) Minutes of meetings kept in accordance with the

aforesaid provisions shall be evidence of the proceedings recorded therein.

POWERS OF BOARD OF DIRECTORS

164. The Board may exercise all such powers of the Company and do all such acts things as are not, by the Act, or any other Act or by the Memorandum or by the Articles of the Company required to be exercised by the Company in General Meeting, subject nevertheless to these Articles, to the provisions of the Act or any other Act and to such regulations being not inconsistent with the aforesaid regulations or provisions as may be prescribed by the Company in General Meeting but no regulation made by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

Powers of Directors

165. Without prejudice to the general powers conferred by the last preceding Article and so as not in any way to limit or restrict those powers, and without prejudice to the other powers conferred by these Articles, but subject to the restrictions contained in the last preceding Articles, it is hereby declared that the Directors shall have the following powers, that is to say power:- (1) To pay the costs, charges and expenses preliminary and

incidental to the promotion, formation, establishment and registration of the Company.

Certain powers of the Board

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(2) To pay and charge to the capital account of the Company

any commission or interest lawfully payable thereon under the provisions of Section 76 and 208 of the Act.

(3) Subject to Section 292 and 297 of the Act to purchase or otherwise acquire for the Company any property, rights or privileges which the Company is authorised to acquire, at or for such price or consideration and generally on such terms and conditions as they may think fit; and in any such purchase or other acquisition to accept such title as the Directors may believe or may be advised to be reasonably satisfactory.

(4) At their discretion and subject to the provisions of the Act

to pay any property, rights, or privileges acquired by or services rendered to the Company, either wholly or partially, in cash or in shares, bonds, debentures, mortgages or other securities of the Company and any such charges may be issued either as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds debentures, mortgages or other securities may be either specially charged upon all or any part of the property of the Company and its uncalled capital or not so charged.

(5) To secure the fulfillment of any contracts or engagement

entered into by the Company by mortgage or charge of all or any of the property of the Company and its uncalled capital for the time being or in such manner as they may think fit.

(6) To accept from any member, as far as may be permissible

by law, a surrender of his shares or any part thereof, on such terms and conditions as shall be agreed.

(7) To appoint any person to accept and hold in trust for the

Company any property belonging to the Company, in which it is interested or for any other purposes; and to execute and do all such deeds and things as may be required in relation to any such trust and to provide for the remuneration of such trustee or trustees.

(8) To institute, conduct defend, compound or abandon any

legal proceedings by or against the Company or its officers or otherwise concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts, due and of any claim or demands by or against the Company add or refer any differences to arbitration and observes and perform any awards made thereon.

(9) To act on behalf of the Company in all matters relating to bankrupts and insolvents.

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(10) To make and give receipts, releases and other discharges

for money payable to the Company and for the claims and demands of the Company.

(11) Subject to the provisions of Sections 292, 295, 369, and

372A of the Act, to invest and deal with any moneys of the Company not immediately required for the purposes thereof upon such security (not being shares of this Company) or without security and in such manner as they may think fit, and from time to time to vary or realize such investments. Save as provided in Section 49 of the Act, all investments shall be made and held in the Company’s own name.

(12) To determine from time to time who shall be entitled to

sign, on the Company’s behalf, bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants releases, contracts and documents and to give the necessary authority for such purpose.

(13) To distribute by way of bonus amongst the staff of the Company a share or shares in the profits of the Company and to give to any officer or other person employed by the Company a commission on the profits of any particular business or transaction; and to charge such bonus or commission as part of the working expenses of the Company.

(14) To provide for the welfare of Directors or ex-Directors or

employees or ex-employees of the Company and their wives, widows and families or the dependents of such persons by building or contributing to the building or houses, dwellings or chawls or by grants of money, pension, gratuities, allowances, bonus or other payments or by creating and from time to time subscribing or contributing to provident and other associations, institutions, funds or trusts and by providing or subscribing or contributing towards places of instruction and recreation, hospitals and dispensaries, medical and other attendance and other assistance as the Board shall think fit; and to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, national or other institutions or object which shall have any moral or other claim to support or aid by the Company, either by reason of locality of operation or of public and general utility or otherwise.

(15) Before recommending any divided, to set aside, out of

the profits of the company such sums as they may think proper for depreciation or to Depreciation fund or Sinking Fund or any special fund to meet contingencies or to repay debentures or debenture-stock or for special dividends or for equalising dividends or for repairing,

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improving, extending and maintaining any of the property of the Company and for such other purpose (including the purposes referred to in the preceding clause), as the Board may, in their absolute discretion, think conductive to the interest of the Company, and subject to section 292 of the Act, to invest the several sums so set aside or so much there of as require to be invested upon such investments (other than shares of the Company) as they may think fit, and from time to time to deal with and vary such investments and dispose of and apply and expend all or any part thereof for the benefit of the Company in such manner and for such purposes as the Board in their absolute discretion, think conductive to the interest of the Company, notwithstanding that the matters to which the Board apply or upon which they expend the same, or any part thereof may be matters to or upon which the capitals moneys of the Company might rightly be applied or expended; and to divide the Reserve Fund into such special funds as the Board may think fit, with full power to transfer the whole or any portion of a Reserve Fund or division of a Reserve Fund to another Reserve Fund or division of Reserve Fund and full power to employ the assets constituting all or any of the above funds, including the Depreciation Funds, in the business of the Company or in the purchase or repayment of debentures or debenture-stock and without being bound to keep the same separate from the other assets and without being bound to pay interest on the same with power, however, to the Board at their discretion to pay or allow to the credit of such funds interest at such rate as the Board may think proper, not exceeding ten per cent per annum.

(16) To appoint, and at their discretion remove or suspended

such general managers, managers, secretaries, assistants, supervisors, clerks agents and servants for permanent, temporary or special services as they may from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments or remuneration, and to require security in such instances and to such amount as they may think fit, And also from time to time to provide for the management and transaction of the affairs of the Company in any specified locality in India or elsewhere in such manner as they think fit; and the provision contained in the four next following sub clauses shall be without prejudice to the general powers conferred by this sub clause.

(17) To comply with the requirements of any local law which in their opinion it shall in the interest of the Company be necessary or expedient to comply with.

(18) From time to time and at any time to establish Local

Board for managing any of the affairs of the Company in any specified locality in India or elsewhere and to appoint

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any person to be Members on such Local Boards and fix their remuneration.

(19) Subject to Section 292 of the Act, from time to time, and

at any time to delegate to any person so appointed any of the powers, authorities and discretions for the time being vested in the Board, other than their power to make calls or to make loans or borrow moneys, and to authorise the Members for the time being of any such Local Board or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Board may think fit, and the Board may at any time remove any person so appointed, and may annul or vary any such delegation.

(20) At any time and from time to time by power of Attorney

under the seal of the Company to appoint any person or persons to be the Attorney or Attorneys of the company, for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board the power to loan and borrow moneys) and for such period and subject to such conditions as the Board may from time to time think fit; and any such appointment may (if the Board thinks fit) be made in favour of the Members or any of the Members of any Local Board, established as aforesaid or in favour of any company or the shareholders, directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board and any such Power of Attorney may contain such powers for the protection or convenience of persons dealing with such Attorneys as the Board may think fit, and may contain powers enabling any such delegates or attorneys as aforesaid to sub delegate all or any of the power authorities and discretions for the time being vested in them.

(21) Subject to section 294 and 297of the Act, for or in relation

to any of the matters aforesaid or otherwise for the purposes of the Company to enter into all such negotiations and contracts and rescind and vary all such contracts, and execute and do all such acts, deeds and things in the name and behalf of the Company as they may consider expedient.

(22) From time to time to make, vary and repeal by laws for

the regulation of the business of the company its officers and servants.

(23) To execute in the name and on behalf of the Company in

favour of any Director or other person who may incur or to be about incur any personal liability whether as principal or surety, for the benefit of the Company, such

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mortgages or the Company’s property (present and future)as they think fit: and any such mortgage may contain a power of sale and such other powers, provisions, covenants and agreements and shall be agreed upon.

MANAGEMENT

*166. (1) Subject to the provisions of the Act and of these Articles, the Board shall have the power to appoint form time to time either Managing Director/Whole-time Director or a Manager of the Company for a term not exceeding five years at a time upon such terms and conditions as the board thinks fit. The Board may by a resolution vest in the Managing Director/ or Manager such of the powers hereby vested in the Board, generally as it thinks fit, and such powers may be made exercisable for such period as it may determine. The remuneration of the Managing Director/Whole-Time Director or Manager may be by way of monthly payment, fee for each meeting or by way of a specified percentage of the net profits of the Company calculated in the manner laid down in section 349, 350 and 351 or partly by the one way and partly by the other provided that except with the approval of the Central Government such remuneration shall not exceed in the aggregate five percent of net profits for one such Director and if there is more than one such Director, ten percent for all of them together. Provided that the Managing Director/Whole-Time Director so appointed shall not while holding such office, be subject to retirement by rotation or be taken into count in determining the retirement by rotation of Director but this appointment shall be automatically determined if he ceased to be a Director.

(2) A Director who is neither in the whole time

employment of the Company nor a Managing Director may be paid remuneration either by way of a monthly, quarterly or annual payment with the approval of the Central Government, if any, or by way of commission if the Company by a special resolution authorizes such payment provided that except with the approval of the Central Government, the remuneration paid to such Director, or where there is more than one such Director, to all of them together, shall not exceed 1% of the net profits of the Company, if the Company has a Managing Director and/or a Whole-Time Director or a Manager and 3% of the net profits of the Company in any other case.

Prohibition of simultaneous appointment of different categories of managerial personnel

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THE SECRETARY

167. The Board may from time to time appoint, and, at their discretion, remove any individual, to be the Secretary of the Company and to perform any functions, which by the Act are to be performed by the Secretary, and to execute any other purely ministerial or administrative duties, which may from time to time be assigned to the Secretary by the Board. The Directors may also at any time appoint some person (who need not be the Secretary) to keep the registers to be kept by the Company. *Amended vide Special Resolution passed at the Extraordinary General Meeting held on 30th March, 2012

Secretary

THE SEAL

168. (a) The Board shall provide a Common Seal for the purposes of the Company, and shall have power from time to time to destroy the same and substitute a new Seal in lieu thereof, and the Board shall provide for the safe custody of the Seal for the time being, and the Seal shall never be used except by the authority of the Board or Committee of the Board previously given.

(b) The Company shall also be at liberty to have an official

Seal in accordance with Section 50 of the Act, for use in any territory, district or place outside India.

The Seal, its custody and use

169. Every deed or other instrument, to which the Seal of the Company is required to be affixed, shall, unless the same is executed by a duly constituted Attorney, be signed by any two Director or some other person appointed by the Board for the purpose. Provided that in respect of the Share Certificate the Seal shall be affixed in accordance with Article 23 (a).

Deeds how executed

DIVIDENDS

170. The profits of the Company, subject to any special rights relating thereto created or authorised to be created by these Articles and subject to the provisions of these Articles shall be divisible among the Members in proportion to the amount of capital paid-up on the shares held by them respectively.

Division of profits

171. The Company in General Meeting may declare dividends to be paid to Members according to their respective rights, but no dividends shall exceed the amount recommended by the Board, but the Company in General Meeting may declare a smaller dividend.

The Company in General Meeting may declare a dividend

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172. No dividend shall be declared or paid otherwise than out of profits of the financial year arrived at after providing for depreciation in accordance with the provision of Section 205 of the Act or out of the profits of the Company for any previous financial year or years arrived at after providing for depreciation in accordance with these provisions and remaining undistributed or out of both provided that :- (a) if the Company has not provided for depreciation for any

previous financial year or years it shall, before declaring or paying a dividend for any financial year, provide for such depreciation out of the profits of the financial year or out of the profits of any other previous financial year or years:

(b) if the Company has incurred any loss in any previous

financial year or years then the amount of the loss or an amount which is equal to the amount provided for depreciation for that year or those years which ever is less shall be setoff against the profits of the Company for the year for which the dividend is proposed to be declared or paid or against the profits of the Company for any previous financial year or years arrived at in both cases after providing for depreciation in accordance with the provisions of sub-section (2) of section 205 of the act or against both.

Dividend only to be paid out of profits

173. The Board may, from time to time, pay to the Members such interim dividend as in their judgment the position of the Company justifies.

Interim dividend

174. Where Capital is paid in advance of calls, such capital may carry interest but shall not in respect thereof confer a right to dividend or participate in profits.

Capital paid-up in advance at interest not to earn dividend

175. The Company shall pay dividends in proportion to the amount paid-up or credited as paid-up on each share, where a larger amount is paid or credited as paid-up on such shares than on others.

Dividends in proportion to amount paid-up

176. The Board may retain the dividends payable upon shares in respect of which any person is under Article 70, entitled to become a Member, or which any person under that Article is entitled to transfer until such person shall become a member , in respect of such shares or shall duly transfer the same.

Retention of dividends until completion of transfer under Article 70

177. Any one of several persons who are registered as the joint-holders of any share may give effectual receipts for all dividends or bonus and payments on account of dividends or bonus or other moneys payable in respect of such shares.

Dividend etc. to joint-holders

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178. No Member shall be entitled to receive payment of any interest or dividend in respect of this share or shares, whilst any money may be due or owing from him to the Company in respect of such share or shares or otherwise howsoever, either alone or jointly with any other person or persons: and the Board may deduct from the interest or dividend payable to any Member all sums of money so due from him to the Company.

No Member to receive dividend whilst indebted to the Company and Company’s right to reimbursement thereout.

179. A transfer of shares shall not pass the right to any dividend declared there on before the registration of the transfer.

Transfer of shares must be registered

180. Unless otherwise directed any dividend may be paid by cheque or warrant or by a pay slip or receipt having the force of a cheque or warrant sent through the post to the registered address of the Member or person entitled or in case of joint-holders to that one of them first named in the Register in respect of the Joint-holdings. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. The Company shall not be liable or responsible for any cheque or warrant or pay slip or receipt lost in transmission, or for any dividend lost to the Member or person entitled thereto by the forged endorsement of any cheque or warrant or the forged signature of any pay slip or receipt or the fraudulent recovery of the dividend by any other means.

Dividends how remitted

181. Unclaimed dividends shall be dealt with in accordance with the provision of sections 205-A 205-B and 205-C or other provision of any of the Act, as may be applicable from time to time.

Unclaimed dividend

182. Any General Meeting declaring a dividend may on the recommendation of the Directors make a call on the Members of such amount as the meeting fixes but so that the call on each member shall not exceed the dividend payable to him and so that the call be made payable at the same time as the dividend; and the dividend may, if so arranged between the Company and the Member be set off against the calls.

Dividend and call together

183. (a) The Company in General meeting may resolve that any money, investments or other assets forming part of the undivided profits of the Company standing to the credit of the Reserve Fund or any Capital Redemption Reserve Account, or in the hands of the Company and available for dividend (or representing premiums received on the issue of shares and standing to the credit of the Shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportions on the footing that they become entitled thereto as capital and that all or any part of such capitalised fund be applied on behalf of such shareholders in paying up in full either at par or at such premium as the resolution may provide, any unissued

Capitalisation

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shares or debentures or debenture-stock of the Company which shall be distributed accordingly or in or towards payment of the uncalled liability on any issued shares or debentures or debenture-stock and that such satisfaction of their interest in the said capitalised sum. Provided that Share Premium Account and a Capital Redemption Reserve Account may, for the purposes of this Article only be applied in the paying up of unissued shares to be issued to Members of the Company as fully paid bonus shares.

(b) A General Meeting may resolve that any surplus moneys

arising from the realisation of any capital assets of the Company or any investments representing the same, or any other undistributed profits of the Company not subject to charge for income-tax be distributed among the Members on the footing that they receive the same as capital.

(c) For the purpose of giving effect to any resolution under the

preceding paragraphs of this article the Board may settle any difficulty which may arise in regard to the distribution as it thinks expedient and in particular may issue fractional certificates, and may fix the value for distribution of any specific assets, and determine that such cash payments of any specific asset, and may determine that such cash payments shall be made to any Members upon the footing of the value so fixed or that fraction of less value than Rs 10/ - may disregarded in order to adjust the rights of all parties, and may vest any such cash or specific assets in trustees upon such trusts for upon such trusts for the person entitled to the dividend or capitalized fund as may seem expedient to the Board. Where requisite, a proper contract shall be delivered to the Registrar for registration in accordance with Section 75 of the Companies Act, 1956 and the Board may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalised fund, and such appointment shall be effective.

ACCOUNTS

184. The Company shall keep at the office or at such other place in India as the Board thinks fit proper books of Account in accordance with Section 209 of the Act with respect to, (a) all sums of moneys received and expended by the

Company and the matters in respect of which the receipts and expenditure take place;

(b) all sales and purchases of goods by the Company; (c) the assets and liabilities of the Company.

Directors to keep true accounts

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Where the Board decides to keep all or any of the Books of Accounts at any place other than the office of the company, the Company shall within seven days of the decision file with the Registrar a notice in writing giving the full address of that other place. The Company shall preserve in good order the Books of Accounts relating to a period of not less than eight years preceding the current year together with the vouchers relevant to any entry in such books of account. Where the Company has a branch office, whether in or outside India, the Company shall be deemed to have complied with this Article if proper Books of Account relating to the transactions effected at the branch office are kept at the branch office and proper summarised returns, made up to date at intervals of not more than three months, are sent by the branch office to the Company at its office or other place in India, at which the Company’s Books of Account are kept as aforesaid. The Books of Account shall give a true and fair view of the state of affairs of the Company or branch office, as the case may be, and explain its transactions. The books of Account and other books and papers shall be open to inspection by any Director during business hours.

185. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspections of Members not being Directors, and no Members (not being a Director) shall have any right of inspecting any account or books or document of the Company except as conferred by law or authorised by the Board.

As to inspection of accounts or books by members

186. The Directors shall from time to time, in accordance with Sections 210, 211, 215, 216 and 217 of the Act, cause to be prepared and to be laid before the Company in General Meeting, such Balance Sheets, Profit and Loss Accounts and Reports as are required by these sections.

Statement of accounts to be furnished to General Meeting

187. A copy of every such Profit and Loss Account and Balance Sheet (including the Auditors’ Report and every other document required by law to be annexed or attached to the Balance Sheet), shall at least twenty-one days before the Meeting at which the same are to be laid before the Members, be sent to the Members of the Company; to holders of debentures issued by the Company (not being debentures which exfacie are payable to the bearer thereof), to trustees for the holders of such debentures and to all persons entitled to receive notice of General Meetings of the Company.

Copies shall be sent to each Member

AUDIT

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188. Auditors shall be appointed and their rights and duties

regulated in accordance with sections 224 to 233 of the Act.

Accounts to be audited

189. The First Auditor of the Company shall be appointed by the Board within one month of the date of registration of the company and the Auditor or Auditors so appointed shall hold office until the conclusion of the First Annual General Meeting provided that the Company may at a General Meeting remove any such Auditors or all such Auditors and appoint in his or their place any Member of the Company and of whose nomination notice has been given to the Members of the Company not less than fourteen days before the date of the Meeting provided further that if the Board fails to exercise its powers under this Article, the Company in General Meeting may appoint the first Auditor or Auditors.

First Auditor or Auditors

DOCUMENTS AND NOTICE

190. (1) A document or notice may be served or given by the Company to any Member personally or by sending it by post to him to his registered address or (if he has no registered address in India) to the address if any, in India supplied by him to the Company for serving document or notices on him.

(2) Where a document or notice is sent by post, service of the

document or notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the document or notice, provided that where a Member has intimated to the Company in advance that documents or notices should be sent to him under a certificate of posting or by registered post with or without acknowledgment due and has deposited with the Company a sum sufficient to defray the expenses of doing so, service of the document or notice shall not be deemed to be effected unless it is sent in the manner intimated by the Member and, such service shall be deemed to have been effected in the case of a Notice of a meeting, at the expiration of forty-eight hours after the letter containing the document or notice is posted and in any other case, at the time at which the letter would be delivered in the ordinary course of post.

Services of documents or notices on Members by Company

191. A document or notice advertised in newspaper circulating in the neighborhood of the office shall be deemed to be duly served or sent on the day on the which the advertisement appears on or to every Member who has no registered address in India and has not supplied to the company an address within India for the serving of documents on or the sending of notices to him.

By Advertisement

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192. A document or notice may be served or given by the Company on or to the Joint-holders of a share by serving or giving the document or notice on or to the joint- holder named first in the Register of Members in respect of the share.

On Joint-holders

193. A document or notice may be served or given by the Company on or to the person entitled to a share in consequence of the death or insolvency of a Member by sending it through the post in pre- paid letter addressed to them by name or by the title of representative of the deceased, or assignee of the insolvent or by any like description, at the address (if any) in India supplied for the purpose by the persons claiming to be so entitled, or (until such an address has been so supplied by serving the document or notice in any manner in which the same might have been given if the death or insolvency had not occurred).

On Personal representatives etc.

194. Document or notices of every General Meeting shall be served or given in same manner hereinbefore authorised on or to (a) every Member, (b) every person entitled to a share in consequence of the death or insolvency of a Member, and (c) the Auditor or Auditors for the time being of the Company.

To whom document or notices must be served or given

195. Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share shall be bound by every document or notice in respect of such share which previously to his name and address being entered on the Register of Members, shall have been duly served on or given to the person from whom he derives his title to such shares.

Members bound by documents or notices served on or given to previous holders

196. Any document or notice to be served or given by the Company may be signed by a Director or some person duly authorised by the Board of Directors for such purpose and the signature thereto may be written, printed or lithographed.

Document or notice by company and signature thereto

197. All documents or notices to be served or given by Members on or to the Company or any officer thereof shall be served or given by sending it to the Company or officer at the office by post under a certificate of posting or by registered post or by leaving it at the office.

Service of document of notice by Member

WINDING-UP

198. Upon the winding up of the Company, the holders of Preference Shares, if any, shall be entitled to be paid all arrears of Preferential dividend to the commencement of the winding up and also to be repaid the amount of capital paid up or credited as paid up on such preference shares held by them respectively, in priority of the equity shares, but shall not be entitled to any other further rights to participate in

Distribution of Assets.

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profits or assets; subject as aforesaid and to the rights of any other holders of the shares entitled to receive preferential payment over the equity shares, in the event of the winding up of the Company, the holders of the equity shares shall be entitled to be re-paid the amount of capital paid up or credited as paid up on such shares and all surplus assets thereafter shall belong to the holders of the in proportion to the amount paid up or credited as paid up on such equity shares respectively, at the commencement of the winding up. If the assets shall be in-sufficient to repay the whole of the paid up equity capital, such assets shall be distributed so that as nearly as may be the losses shall be born by the members holding equity shares in proportion to the capital paid up of which ought to have been paid up on the equity shares held by them respectively at the commencement of the winding-up, other than the amounts paid by them in advance of calls.

199 The Liquidator on any winding-up (whether voluntary, under supervision or compulsory) may, with the sanction of a Special Resolution, but subject to the rights attached to any preference share capital, divide among the contributories in specie any part of the assets of the Company and may with the like sanction, vest any part of the assets of the Company and may with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the benefits of the contributories as the Liquidator, with the like sanction shall think fit.

Liquidator may divide assets in specie

INDEMNITY AND RESPONSIBILITY

200. Every officer or Agent for the time being of the Company shall be indemnified out of the assets of the Company against all liability incurred by him in defending any proceedings whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or discharged or in connection with any application under section 633 of the Act in which relief is granted to him by the Court.

Directors’ and others’ right of indemnity

SECRECY CLAUSE

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201. (a) Every Director, Manager, Auditor, Treasurer, Trustee, member of a Committee, officer, servant, agent, accountant or other person employed in the business of the Company shall, if so required by the Director, before entering upon his duties, sign a declaration and affairs of the Company with the customers and the state of the accounts himself not to reveal any of the matters which may come to his knowledge in the discharge of his duties except when required so to do by the Directors or by law or by the person to whom such matters relate and except so far as may be necessary in order to comply with any of the provisions in these presents contained. (b) No Member shall be entitled to visit or inspect any works of the Company without the permission of the Directors or to require discovery of or any information respecting any details of the Company’s trading, or any matter which is or may be in the nature of a trade secret, mystery of trade, secret process or any other matter which may relate to the conduct of the business of the Company and which in the opinion of the Directors, it would be inexpedient in the interest of the Company to disclose.

Secrecy clause

We the several persons whose names and addresses are subscribed hereto are desirous of being formed into a Company in pursuance of this Articles of Association. Sr. No.

Name, Father’s name, Address, Description, Occupation and signature of each Subscriber

Name, Father’s name, Address, Description, Occupation and

signature of Witness 1. SD/-

RMKRISHNA YESHWANTRAO PATIL S/O YESHWANTRAO L. PATIL B-4, ZUARI RESIDENTIAL COLONY ZUARINAGAR -403 726 SERVICE

2. SD/- BINAYAK DATTA S/O SHRI BHAVANI KRISHNA DATTA B-2, ZUARI COLONY ZUARINAGAR, GOA-403726 SERVICE

3. SD/- BALASAHEB KALLAPPA KINEKAR S/O KALLAPPA Y. KINEKAR 306, DEVARSHI HOUSING SOCIETY MANGOR HILL VASCO-DA-GAMA, GOA 403 802 SERVICE

4. SD/- NAVEEN K. KAPOOR S/O DURGA PRASAD KAPOOR

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B-6, ZUARI IND COLONY ZUARINAGAR, GOA-403726 SERVICE

5. SD/- RAJU VASANT PATIL S/O VASANT PATIL D-1 SALKAR ESSEN APTS., ADARSHANAGAR, CHICALAM SERVICE

6. SD/- HARSHAD CHANDRAKANT SHAH S/O CHANDRAKANT P. SHAH 7/UG-10, KAMAT CLASIC IV CARANZELAM PANJIM, GOA – 403 002 SERVICE

7. SD/- NITIN MANGUESH KANTAK S/O MANGUESH KANTAK B-5, ZUARI COLONY ZUARINAGAR, GOA-403726 SERVICE

8 ZUARI INVESTMENTS LIMITED R. Y. PATIL AUTHORISED SIGNATORY JAI KISAAN BHAWAN, ZUARINAGAR, GOA-403726. COMPANY

PLACE:ZUARINAGAR DATE: 28.08.2009

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XVII. DOCUMENTS FOR INSPECTION

a) MoA and AoA of the Company along with Certificate of Incorporation and Certificate

of Commencement of Business issued by the Registrar of Companies, Goa, Daman and Diu.

b) Order of the High Court of Bombay at Goa dated March 2, 2012 sanctioning the Scheme of Demerger.

c) Copy of the letters issued by NSE and BSE dated June 10th, 2011 and June 21st, 2011, respectively, according their no objection to the Scheme of Demerger.

d) Return of Allotment filed by the Company for allotment of Equity Shares pursuant to the Scheme of Demerger.

e) Copy of the Tripartite Agreement entered into by the Company with the Registrar & Transfer Agent and NSDL.

f) Copy of the Tripartite Agreement entered into by the Company with the Registrar & Transfer Agent and CDSL.

g) Memorandum of Understanding with the Registrar & Share Transfer Agent. h) Annual Report containing the audited accounts of the Company as on March 31,

2011. i) Annual Report containing the audited accounts of the Company as on March 31,

2012. j) SEBI letter no. CFD/DIL/HB/EK/22648/2012 dated October 09, 2012 granting relaxation

from the applicability of Rule 19(2) (b) of the SCRR for listing of the Equity Shares. k) Copy of In-Principal Approval granted by BSE and NSE for listing of the Equity Shares

dated 21st June, 2012 and 04th July, 2012 respectively.

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DECLARATION

No statement made in this Information Memorandum contravenes any of the provisions of the Companies Act, 1956 and the rules made thereunder. All the legal requirements connected with the said issue as also the guidelines, instructions etc. issued by SEBI, Government and any other competent authority in this behalf have been duly complied with. All the information contained in this document is true and correct. On behalf of the Board of Directors of Zuari Agro Chemicals Limited sd/- Name: Mr. Jayant Godbole Designation: Director sd/- Name: Mr. R Y Patil Designation: Company Secretary Place: Mumbai Date: 21 November, 2012

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