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Directors Report of Zuari Global Ltd.

Mar 31, 2015

Dear Members,

1. The Directors place before you the Forty-Seventh Annual Report of the Company together with Statement of Accounts for the accounting year ended 31st March, 2015.

2. Financial Results and Appropriation:

Rs. in lacs

Standalone

Particulars Current Previous Year Year 2014-2015 2013-2014

Profit for the year before 3,421.87 5,595.30 depreciation and taxation

Less : Depreciation for the year 22.59 11 .81

Profit / (loss) before tax 3,399.28 5,583.49

Less : Provision for 684.89 1,159.12 taxation - Current Tax

Tax adjustment relating 48.48 2,009.84 to earlier year

Deferred Tax charge 32.67 (27.10)

MAT Credit Entitlement (45.03) (172.31)

Profit/(loss) after tax 2,678.27 2,613.94

Add : Share in profit/ - - (losses) from Associates

Profit / (loss) for the year - - before Minority Interest

Less : Share of minority - - interest in profits/(losses)

Profit / (loss) for the year - -

Add : Balance of profit 55,593.78 53,824.28 brought forward

Charged to reserves due - - to implementation of Schedule II of the Companies Act, 2013 (Net of deferred tax reversal of Rs. 33.63 lacs)

Add : transfer of securities - - premium account

Less : Transfer to general 100.00 500.00 reserve Proposed Dividend : 294.41 294.41

Tax on dividend 59.93 50.03 (Including Surcharge)

Balance of profit 57,817.71 55,593.78 carried forward

Earning Per Share (EPS) Rs. 9.10 Rs. 8.88

Particulars Consolidated

Current Year Previous Year 2014-2015 2013-2014

Profit for the year before (1,077.51) 5,117.65 depreciation and taxation

Less : Depreciation for the yea 804.14 821.04

Profit / (loss) before tax (1,881.65) 4,296.61

Less : Provision for 1,080.07 1,538.32 taxation - Current Tax

Tax adjustment relating 27.48 2,004.11 to earlier year

Deferred Tax charge (11.38) (66.08)

MAT Credit Entitlement (17.38) (162.85)

Profit/(loss) after tax (2,960.44) 983.11

Add : Share in profit/ 329.04 (1,124.00) (losses) from Associates

Profit / (loss) for the year (2,631.40) (140.89) before Minority Interest

Less : Share of minority (6.42) (21.32) interest in profits/(losses)

Profit / (loss) for the year (2,624.98) (119.57)

Add : Balance of profit 62,089.19 63,053.20 brought forward

Charged to reserves due (120.07) - to implementation of Schedule II of the Companies Act, 2013 (Net of deferred tax reversal of Rs. 33.63 lacs)

Add : transfer of securities 1,882.63 - premium account

Less : Transfer to general 100.00 500.00 reserve Proposed Dividend : 294.41 294.41

Tax on dividend 59.93 50.03 (Including Surcharge)

Balance of profit 60,772.43 62,089.19 carried forward

Earning Per Share (EPS) Rs. (8.91) Rs. (0.41)

The Company proposes to transfer a sum of Rs. 100.00 lacs to the general reserve. An amount of Rs. 57,817.71 lacs shall be retained as Surplus in the Profit and Loss account.

Review of Operations:

The revenue from the operations (Standalone) for the year ended 31st March, 2015 was Rs. 3,951.77 lacs as compared to Rs. 16,982.15 lacs for the previous year.

The Profit before tax for the year ended 31st March, 2015 was Rs. 3,399.28 lacs as compared to Rs. 5,583.49 lacs for the year ending 31st March, 2014. The Profit after Tax stood at Rs. 2,678.27 lacs for the year ending 31st March, 2015 as compared to Rs. 2,613.94 lacs for the previous year ending 31st March, 2014.

The revenue from operations (Consolidated) for the year ended 31st March, 2015 was Rs. 53,453.68 lacs as compared to Rs. 65,055.76 lacs for the previous year.

The Consolidated Loss before tax for the year ended 31st March, 2015 was Rs. 1,881.65 lacs as compared to a profit of Rs. 4,296.61 lacs for the year ending 31st March, 2014. The Loss after Tax stood at Rs. 2,960.44 lacs for the year ending 31st March, 2015 as compared to profit of Rs. 983.11 lacs for the previous year.

There were no material changes and commitments affecting the financial position of the Company from the end of the financial year till the date of the Directors' Report.

3. Dividend:

The Directors recommend a dividend of Rs. 1 /- per equity share (Rs.1/- per equity share in the previous year).

4. Conservation of Energy / Technology Absorption / Foreign Exchange earnings and outgo:

The Company is not engaged in manufacturing activities, hence no information on Conservation of Energy is required to be provided. Similarly, no new technology was absorbed during the year.

The Foreign exchange earnings and outgo is given in Note No. 31, 32 & 33 of the financial statements.

5. Industrial Relations:

The industrial relations with the employees continues to be harmonious.

6. Extract of the Annual Return:

The extract of the Annual Return for the financial year ended 31st March, 2015 in Form No. MGT-9 is enclosed as Annexure 'E' to the Directors' Report.

7. Related Party Transactions:

All related party transactions that were entered into during the financial year were at arm's length basis. All related party transactions are approved by the Audit Committee and the Board of Directors. The details of Material Related Party transactions as per Form AOC-2 is enclosed as Annexure 'G' to the Directors' Report. There were no other materially significant related party transactions entered into by the Company with the promoters, Directors, key managerial personnel which may have a potential conflict with the interest of the Company at large.

8. Particulars of Loans, Guarantees or Investments:

The details of Loans, Corporate Guarantees and Investments made during the financial year under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No.45 to the Financial Statements.

9. Nomination and Remuneration Policy and Disclosures on Remuneration:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and employees in the Senior Management. The details of the same are given in the Report on Corporate Governance.

The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request by the shareholders. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.

The disclosures under Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 'I' to this Report.

10. Risk Management:

The Risk Management Committee comprises two Independent Directors and one Non-Executive Director.

The objective of the Risk Management Committee is to monitor and review the risk management plans for the Company including identification therein of elements of risks if any, which may threaten the existence of the Company and such other functions.

During the year the Committee has met once on 10th February, 2015 and the attendance of the members at the meeting was as follows:-

Name of the member Status No. of meetings attended

D. B. Engineer Chairman 1

Marco Wadia Member 1

N. Suresh Krishnan Member 1

The Board of Directors on the recommendation of the Risk Management Committee has approved the Risk Management Policy for the Company in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Risk Policy document has in its scope, the establishment of a process for risk assessment, identification of risks both internal and external and a detailed process for evaluation and treatment of risks. The risks identified and the steps taken to mitigate risks shall be reviewed by the Risk Management Committee and shall be placed before the Board from time to time.

11. Vigil Mechanism / Whistle Blower Policy:

The Company in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement has established a vigil mechanism for Directors and employees to report genuine concerns to the management viz. instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. The Company has also formulated Whistle Blower Policy ("Policy") which provides for adequate safeguards against victimisation of persons and has a provision for direct access to the Chairperson of the Audit Committee. The Company has not denied any person from having access to the Chairperson of the Audit Committee

12. Corporate Social Responsibility ("CSR"):

The Board of Directors has constituted a CSR Committee and also approved the CSR Policy CSR Committee comprises two Independent Directors and a Non-Executive Director.

Terms of Reference:

The Board has constituted the CSR Committee to formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred on the CSR activities and to monitor the CSR Policy of the Company from time to time.

During the year the Committee has met once on 29th October, 2014 and the attendance of the members at the meeting was as follows:-

Name of the member Status No. of meetings attended

N. Suresh Krishnan Chairman 1

Marco Wadia Member 1

K. K. Gupta* Member 1

* Chairperson w.e.f. 15th May, 2015

The detailed report on CSR activities as required under The Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached as Annexure 'H' to this report.

The Company has not spent any amount towards Corporate Social Responsibility during the current financial year. However, the CSR Committee and the Board have identified and approved projects for CSR spending from the financial year 2015-16 onwards.

13. Directors and Key Managerial Personnel:

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mrs. Jyotsna Poddar retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

Mr. J. N. Godbole resigned as Director of the Company w.e.f. 21st September, 2014. The Board places on record its appreciation and invaluable contribution by Mr. Godbole to the Company during his tenure as the Director of the Company.

Mr. K. K. Gupta was appointed as Additional Director w.e.f. 30th July, 2014 in the category of Independent Directors.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the shareholders have appointed Mr. N. Suresh Krishnan as Managing Director and Key Managerial Personnel of the Company for a period of 3 years w.e.f. 1st April, 2015.

Mrs. Jyotsna Poddar, Whole Time Director (Key Managerial Personnel upto 31st March, 2015), Mr. H. C. Shah, General Manager, Finance & Accounts (CFO) and Mr. K. G. Prabhu, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 (1) of the Companies Act, 2013.

A brief profile and details of other Directorships and committee memberships of Mrs. Jyotsna Poddar, Mr. K. K. Gupta and Mr. N. Suresh Krishnan, are given in the Report on Corporate Governance attached as Annexure 'A' to this report.

14. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination & Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation of its own performance, of various Committees of the Board and the individual Directors.

The Board has carried out evaluation in accordance with the policy on performance evaluation. The manner and the details of the evaluation process has been included in the Report on Corporate Governance attached as Annexure 'A' to this report.

15. a. Board Meetings:

During the year under review, seven Board meetings were held on : 8th May, 2014, 11th July, 2014, 30th July, 2014, 29th September, 2014, 29th October, 2014, 10th February, 2015 and 10th March, 2015.

b. Audit Committee:

The details of the composition of the Audit Committee is given in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

16. Fixed Deposits:

As reported in the year 2008-09, the Fixed Deposit Scheme of the Company was discontinued. Deposits matured and claimed have been repaid. 34 deposits amounting to Rs. 6.65 lacs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment of the deposits. During the year, the Company has transferred an amount of Rs. 10.04 lacs towards unclaimed/unpaid deposits and interest thereon to 'The Investors Education and Protection Fund', pursuant to section 205(C) of the Companies Act, 1956 and rules made thereunder.

17. Debt Servicing:

Your Company has met all obligations towards repayment of principal and interest amount on all loans.

18. Details of significant and material orders passed by the regulators or courts:

There are no significant material orders passed by the courts/regulators or tribunals impacting the going concern status and Company's operations in future. The details pertaining to various demand notices from various statutory authorities are disclosed in Note No. 28(a) of financial statements under the heading - Contingent liabilities.

19. Adequacy of internal financial controls with reference to financial statements:

The company has adequate systems of internal control in place, which is commensurate with its size and the nature of its operations. The Company has designed and put in place adequate Standard Operating Procedures and Limits of Authority Manuals for conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

These documents are reviewed and updated on an ongoing basis to improve the internal control systems and operational efficiency. The Company uses a state-of-the-art ERP (SAP) system to record data for accounting and managing information with adequate security procedure and controls.

20. Corporate Governance:

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is enclosed as Annexure 'A' to this report. The Practising Company Secretary's Certificate on compliance of Corporate Governance is enclosed as Annexure 'B'. Declaration by the Managing Director is enclosed as Annexure 'C' and the Management Discussion and Analysis is enclosed as Annexure 'D' to this report.

21. Auditors:

As per Section 139 of the Companies Act, 2013 and Rules made thereunder, the Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Gurgaon, Statutory Auditors of the Company were appointed as Auditors from the conclusion of the Forty-Sixth Annual General Meeting till the conclusion of the Forty-Ninth Annual General Meeting subject to ratification by the members at every Annual General Meeting. The Board, based on the recommendation of the Audit Committee recommends ratification of appointment of M/s. S.R. Batliboi & Co. LLP, as statutory auditors of the Company and to authorize the Board to fix the remuneration for the year 2015-16.

22. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Sadashiv V Shet, as Secretarial Auditor, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is enclosed as Annexure 'F' to this report. The report does not contain any qualification.

23. Internal Complaints Committee:

As per provisions of Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted an Internal Complaints Committee for redressal of complaints against sexual harassment. There were no complaints received during the financial year.

24. Employees' Stock Option (ESOP) Scheme :

The Company has not issued any ESOPS to its employees during the year.

25. Changes in Capital :

During the financial year, in the AGM held on 1st September, 2014 there was alteration of clause V of the Memorandum of Association of the Company. The Authorised Share Capital of the Company is Rs. 135,75,00,000 (Rupees One hundred Thirty Five Crore and Seventy Five Lac Only) divided into

a) Rs. 115,00,00,000 (Rupees One Hundred Fifteen Crore) consisting of 11,50,00,000 (Eleven Crore Fifty Lacs) equity shares of Rs. 10/- each.

b) Rs. 20,75,00,000 (Rupees Twenty Crore Seventy Five Lacs) consisting of 20,75,000 (Twenty Lacs Seventy Five Thousand) Cumulative Redeemable Preference Shares of Rs. 100/- each.

26. Consolidated Financial Statements under Section 129 of the Companies Act, 2013:

The consolidated financial statements of the Company prepared in accordance with Section 129 of the Companies Act, 2013 and relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of the Annual Report.

The Company will make available the financial statements of subsidiaries upon request by any member of the Company interested in receiving this information. The Annual Accounts of the Subsidiary Companies will also be available for inspection by any investor at the Registered Office of the Company and its Subsidiaries.

27. Subsidiaries:

A brief review of the subsidiaries of the Company is given below:-

a. Zuari Infraworld India Limited (ZIIL):

Zuari Infraworld India Limited, (ZIIL), a wholly owned subsidiary of your Company represents the group's foray into Real Estate Sector.

Projects under Execution

Zuari Garden City Project, Mysore:

Phase-I: The Company has completed Phase-I of the project consisting of 217 villas with the saleable area of 562,150 Sft. The registrations of units in favour of customers have started and handing-over of the villas has commenced.

Phase-II: During the year, the Company has started construction of Phase-II of residential development consisting of "464" Apartments ranging from 2BHK to 4BHK with the saleable area of 732,640 Sft. This phase is expected to be completed by Financial Year 2018.

Mayavan Project, Vrindavan, Mathura

During the year, the Company has invested 25% equity in Brajbhumi Nirmaan Pvt. Ltd for the development of "Mayavan Project" located at Vrindavan, Mathura, spread over 140 acres. The Company has also executed Development Management Agreement whereby it will manage preparation of Development Plan and Project Execution.

The construction of Phase-I of 36 Acres consisting of Villas in 23 Acres and Plotting in 13 Acres has commenced and 70% of the Plots have been sold out.

New Projects

Adventz Tower - Burj Khalifa Downtown Dubai

The Company has set up a wholly owned subsidiary i.e. Zuari Infra Middle East Limited (ZIMEL) in Jebel Ali Free Zone Authority. ZIMEL proposes to develop a residential project in Dubai, UAE in joint venture with Green Tree Property Management Co LLC, a group Company of DAS Holdings, Abu Dhabi.

The total Gross Floor Area is 444,740 Sft. It is proposed to develop a 70-storeyed residential development encompassing premium residences and retail establishments. The Project is expected to start construction in the Financial Year 2016.

b. Simon India Limited (SIL):

Simon India Limited (SIL), a wholly owned subsidiary of your Company completed following projects in 2014-15:

* 600 TPD Granulated SSP Fertilizer Project on EPC basis for Zuari Fertilisers and Chemicals Limited at Mahad.

* Modifications in Phosphoric Acid Storage Tanks No. 1 and 2 for Paradeep Phosphates Limited (PPL), Paradeep on EPC basis.

* Installation of new Storage Tank No. 3 for Phosphoric Acid for Paradeep on EPC basis.

* New Urea Scrubber plant for Waterleau for their end-client Pardis, Iran on EPCM basis.

* SIL continues to work on New Sulphuric Acid Plant of capacity 2000 TPD with captive power plant (23 MW) and heat recovery system with MECS USA, design for the existing Sulphuric Acid plants for Paradeep on EPC basis and New Chlor-Alkali Plant for KLJ-Qatar in Qatar on EPCM basis.

c. Indian Furniture Products Limited (IFPL):

Your Company holds 72.45 % share in IFPL.

IFPL and Style Spa Furniture Ltd, the erstwhile Furniture retail chain, were merged w.e.f. 1st April, 2014 integrating retail business with manufacturing and wholesale business.

Furniture industry across the country has been going through difficult times during the last 3 years though there was some hope of revival in the beginning of the year. As sluggishness further continued, IFPL went ahead with weeding out operations of unhealthy stores. Thirty loss-making showrooms have been closed to turn operations healthier.

In the market place, multifarious activities have been undertaken primarily at Showrooms in terms of new products, innovative pricing, regular customer contact programmes etc. A total of 75 new products were introduced during the financial year. Every 6 months, 20 new products would be launched to rejuvenate the showrooms scaling up the freshness index.

Joint Venture with Soundaryaa IFPL Interiors Ltd.

IFPL has formed a Joint Venture Company with M/s. Soundaryaa IFPL Interiors Ltd., which is a highly reputed Company in commercial interiors business. It has executed several projects for many multinational companies in India. The Joint Venture Company is executing a project of M/s. Shell India Ltd. for Rs. 8,000 lacs.

d. Zuari Investments Limited (ZIL):

Zuari Investments Limited (ZIL), a wholly owned subsidiary of Zuari Global Limited (ZGL), is engaged in the distribution of financial products and is focused to be a single window for all leading financial institutions offering a complete bouquet of all financial products/services under one roof.

The Company is a member of both, National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE), for cash, derivative and currency segments and provides trading services. ZIL is also a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) and provides depository services. Besides being empanelled with Association of Mutual Fund of India (AMFI) for distribution of Mutual Fund products, the Company is also a dealer of OTC Exchange of India and a Category- II Registrar and Share Transfer Agent, registered with Securities and Exchange Board of India (SEBI). In addition to above, the Company is engaged as a direct selling agent for mortgages and real estate products.

i) Zuari Insurance Brokers Limited (ZIBL):

Zuari Insurance Brokers Limited (ZIBL), a wholly owned subsidiary of ZIL, is registered with the Insurance Regulatory and Development Authority (IRDA) and provides complete insurance solutions to individuals & corporates as an insurance broker.

ii) Zuari Commodity Trading Limited (ZCTL) :

Zuari Commodity Trading Limited (ZCTL), a wholly owned subsidiary of ZIL, is a member of National Commodity Derivative Exchange Limited (NCDEX) and Multi Commodity Exchange Limited (MCX) and provides commodity trading services.

iii) Gobind Sugar Mills Limited (GSML) :

Gobind Sugar Mills Limited (GSML), a subsidiary of Zuari Investments Limited (ZIL), belongs to the Adventz Group. It became a subsidiary of ZIL w.e.f. 25th August, 2014 and hence, became a subsidiary of your Company as well. It is one of the most rapidly growing companies in the sugar industry. The Company is listed on the Calcutta Stock Exchange. Its sugar mill at Aira Estate in Lakhimpur Kheri district, Uttar Pradesh, is equipped with the state-of-the-art technology to produce crystal sugar of the highest purity having a crushing capacity of 7,500 tonnes of sugarcane per day. Expansion plans of the Company includes setting up a 30 MW Co-Generation Power Plant, sugar refinery and modernization of plant to increase crushing to 10,000 tonnes of sugarcane per day.

e. Zuari Management Services Limited (ZMSL):

Zuari Management Services Limited (ZMSL), a wholly owned subsidiary of your Company, is engaged in the business of rendering management services. The services to Group Companies include in the areas of human resource, internal audit, corporate communication, etc.

f. Zuari Financial Services Limited (ZFSL):

Zuari Financial Services Limited (ZFSL) was incorporated as a wholly owned subsidiary of Zuari Investments Limited. During the year, the 100% shareholding of ZFSL was transferred to Zuari Global Limited (ZGL). Consequently, ZFSL has become direct wholly owned subsidiary of ZGL.

g. Globex Ltd.:

Globex, an offshore subsidiary Company was established at Jebel Ali Free Zone on 9th August, 2009. Currently, Globex is engaged in general trading in fertilizers and commodities and advisory services.

28. Joint Ventures:

a. Zuari Indian Oiltanking Private Limited (ZIOTPL):

Zuari Indian Oiltanking Private Limited (ZIOTPL) formerly known as Zuari Indian Oiltanking Limited has a state-of-the art terminalling facility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene.

The Company provides terminalling services to Hindustan Petroleum Corporation Limited, Bharat Petroleum Corporation Limited & Indian Oil Corporation Limited as a Common User Terminal (CUT) facility. Products currently handled are Motor Spirit, High Speed Diesel & Ethanol. For the year 2014-15, the Oil Terminal has achieved a through out of 474399 KL.

b. Gulbarga Cement Limited (GCL):

During the year the Company has sold the entire 80,92,682 equity shares held in Gulbarga Cement Limited for a total consideration of Rs. 1,641.27 lacs. Gulbarga Cement Limited has ceased to be a joint venture with effect from 12th January, 2015.

29. Associates:

Zuari Agro Chemicals Limited (ZACL):

Your Company holds 20% shares and the subsidiary Zuari Management Services Limited holds 12.08% shares of Zuari Agro Chemicals Limited (ZACL).

The statement containing salient features of the financial statement of subsidiaries/associates/joint ventures is attached as

Annexure 'J' to this report.

30. Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of provisions of Section 134 (5) of the Companies Act, 2013, and hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. Directors' comments on the Audit Report:

Your Company has invested in the Equity Shares of Nagarjuna Fertilisers and Chemicals Limited (NFCL). After the said investment, NFCL went through a Scheme of Arrangement and Amalgamation. The Company has received equity shares of Nagarjuna Oil Refinery Limited (NORL), pursuant to the Scheme of Arrangement and Amalgamation between Ikisan Limited, Kakinada Fertilizer Limited, NFCL and NORL.

The equity shares of NORL are listed on the Stock Exchange whereas equity shares of NFCL are yet to be listed on the Stock Exchanges as the approval from SEBI is pending under Rule (19)(2)(b) of the Securities Contracts (Regulations) Act, 1956.

32. Acknowledgements:

Your Directors wish to place on record their appreciation for the dedication, commitment and contribution of all the stakeholders and employees of your Company.

For and on behalf of the Board



Place : Gurgaon S. K. Poddar Date : 15th May, 2015 Chairman


Mar 31, 2014

1. The Directors place before you the Forty-Sixth Annual Report of the Company together with Statement of Accounts for the accounting year ended 31st March, 2014.

2. Financial Results and Appropriation:

Rs. In Lacs

Current Year Previous Year Particulars 2013-14 2012-13

Profit for the year before depreciation and taxaton 5,595.30 3,341.17

Less :Depreciaton for the year 11.81 11.81

Proft/(loss) before tax 5,583.49 3,329.36

Less : Provision for taxaton – Current Tax 1,159.12 470.19

– Tax adjustment relatng to earlier year 2,009.84 137.16

– Deferred Tax charge (27.10) 26.69

– MAT Credit Enttlement (172.31)

Proft/(loss) afer tax 2,613.94 2,695.32

Add : Balance of proft brought forward 53,824.28 52,317.84

Less : Transfer to general reserve 500.00 500.00

Proposed Dividend : 10% (Previous Year 20%) 294.41 588.81

Tax on dividend (Including Surcharge) 50.03 100.07

Balance of proft carried forward 55,593.78 53,824.28

The revenue from operatons for the year ended 31st March, 2014 was Rs. 16,982.15 Lacs as compared to Rs. 9,954.05 Lacs for the previous year ending 31st March, 2013. The Proft before tax for the year ended 31st March, 2014 wasRs. 5,583.49 Lacs as compared toRs. 3,329.36 Lacs for the year ending 31st March, 2013. The Proft afer Tax stood atRs. 2,613.94 Lacs for the year ending 31st March, 2014 as compared to Rs. 2,695.32 Lacs for the previous year ending 31st March, 2013.

3. Dividend:

The Directors recommend a dividend of Rs.1/- per equity share (Rs.2/- per equity share in the previous year).

4. Debt Servicing:

Your Company has met all obligatons towards repayment of principal and interest on all loans.

5. Fixed Deposits:

As reported in the year 2008-09, the Fixed Deposit Scheme ofthe Company was discontnued. Deposits matured and claimed have been repaid. 65 deposits amountng to Rs.13.32 Lacs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment of the deposits. During the year, the Company has transferred an amount of Rs.6.56 Lacs towards unclaimed/unpaid deposits and interest thereon to ''The Investors Educaton and Protecton Fund'', pursuant to Secton 205 C of the Companies Act, 1956.

6. Directors:

The Companies Act, 2013 contains provisions with regard to appointment of Independent Directors. Secton 149 (10) of the Companies Act, 2013 provides that an Independent Director shall hold ofce for a term of upto fve consecutve years on the Board of a Company and shall be eligible for re-appointment on passing of a special resoluton by the shareholders of the Company. Secton 149 (11) provides, no Independent Director shall hold ofce for more than two consecutve terms.

Mr. D.B. Engineer, Mr. Marco Wadia and Mr. J.N. Godbole, all being non-executive and independent directors were appointed as Directors liable to retre by rotaton under the provisions of the Companies Act, 1956. It is proposed to appoint them for a term of 5 years in accordance with the provisions of the Companies Act, 2013.

Mr. N. Suresh Krishnan retres by rotaton at the forthcoming Annual General Meetng and is eligible for re-appointment.

The brief profile of other directorship and committee membership of all the above Directors are given in the Report on Corporate Governance atached as Annexure ''A'' to this report.

Mr. H.S. Bawa resigned as Director of the Company on 1st September, 2013. The Board places on record its appreciaton for invaluable contributon by Mr. H.S. Bawa to the Company, during his tenure as Director.

7. Auditors:

The Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants, Gurgaon, Statutory Auditors of the Company who retre in the forthcoming Annual General Meetng and are eligible for re-appointment. As per secton 139 of the Companies Act, 2013 and Rules made thereunder M/s. S.R. Batliboi & Co., LLP are being appointed as Auditors from the conclusion of the Forty-Sixth Annual General Meetng tll the conclusion of the Forty-Ninth Annual General Meetng subject to ratfcaton by members at every Annual General Meetng.

8. Conservaton of Energy & Technology Absorpton:

The Company is not engaged in manufacturing actvites, hence no informaton of Conservaton of Energy is required to be provided. Similarly, no new technology was absorbed during the year.

9. Foreign Exchange earnings and outgo:

Foreign exchange earnings and outgo is noted under fnancial statements having reference Nos. 29, 30, 31 and 32 of the Annual Report and Accounts.

10. Personnel:

The industrial relatons with the employees contnues to be harmonious.

Partculars of employees as required under the provisions of Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975, as amended, forms part of this report. However, in pursuance of secton 219(1) (b) (iv) of the Companies Act, 1956, this report is being sent to all the members of the Company excluding the aforesaid informaton and the said partculars are made available at the Registered Ofce of the Company. The members desirous of obtaining such partculars may write/email to the Company Secretary.

11. Internal Complaints Commitee :

As per provisions of Secton 4 of the Sexual Harassment of Women at Workplace (Preventon, Prohibiton and Redressal) Act, 2013, your Company has constituted an Internal Complaints Commitee for redressal of complaints against sexual harassment.

12. Subsidiary Companies:

In accordance with Accountng Standard 21, Consolidated Financial Statements presented by the Company include the fnancial informaton of its subsidiaries. Pursuant to General Circular dated February 8, 2011 issued by the Ministry of Corporate Afairs, the Board of Directors at its Meetng held on 6th February, 2014, decided not to atach the Balance Sheet i.e. fnancial informaton of subsidiaries. Accordingly, the Balance Sheet, Proft and Loss Account, Report of the Board of Directors and the Auditors of the Subsidiary Companies are not atached.

The Company will make available these documents/details upon request to any member of the Company interested in receiving this informaton. The Annual Accounts of the Subsidiary Companies will also be kept for inspecton by any investor at the Registered Ofce of the Company and its Subsidiaries.

A brief review of subsidiaries and joint ventures of the Company is given herebelow:-

Subsidiaries :

a. Globex Ltd.:

Globex, an ofshore subsidiary Company was established at Jebel Ali Free Zone on 9th August, 2009. Currently, Globex is engaged in General Trading in fertlizers and commodites.

b. Indian Furniture Products Limited :

Indian Furniture Products Limited (IFPL), a wholly owned subsidiary of your Company is engaged in manufacturing of Ready-To-Assemble (RTA) Furniture of internatonal quality at its world class facility at Chennai. Apart from Home Furniture & Insttutonal Furniture manufacturing, it has added Modular Kitchen & Wardrobes manufacturing line in 2013-14 which is also marketed under brand Style Spa.

General economic slump and workmen strike during 1st quarter combined with major revamping of its business operatons restricted annual Sales volumes to Rs.12,300 Lacs as against Rs.14,700 Lacs of previous year.

Dedicated Insttutonal Business division has been created in IFPL and is now fully operatonal with market expansion underway. This division will focus on Office Interiors, Educaton Interiors & Hospitality Interiors business segments.

Having executed the major improvements, the Company will be reinforcing Zuari Brand with aggressive marketng to strengthen and expand Zuari furniture distributon business during 2014-15.

As part of consolidation and optimization strategy, IFPL has amalgamated Style Spa Furniture Ltd which is another subsidiary of your Company with efect from 01-04-2014. Style Spa Furniture Limited, is the largest Furniture retail chain in India with 110 retail stores spread across 67 cites in the country. IFPL will thus emerge as a very strong consolidated & integrated Furniture-Interiors Manufacturer with Pan India Retail & Distributon operatons base conductng business with Zuari Furniture & Style Spa Furniture brands.

c. Simon India Limited :

Simon India Limited (SIL) has achieved a turnover of Rs. 21742.46 Lacs during the period from 1st April, 2013 to 31st March, 2014, and is currently executng several major projects in India and overseas.

The project actvites of "Ammonia Emission Abatement & New Vent Gas Flare System" for Saudi Basic Industrial Corporaton (SABIC) in their four fertlizer plants at Jubail, Saudi Arabia are completed afer the performance guarantee test of last Ammonia Scrubber was also completed successfully.

Following major projects were completed and closed in 2013-14 :

1. 600 TPD Granulated SSP Fertilizer Project on EPC basis for Chambal Fertilisers and Chemicals Limited at Gadepan

2. New retrofit HRS Tower for IFFCO, Paradeep on EPC basis.

3. New Sulphuric Acid storage tank for Paradeep Phosphates Limited, (PPL), Paradeep on EPC basis.

Following are the orders which are secured and are under executon by SIL during the year:

- Modification in storage facilities for Phosphoric Acid for Paradeep Phosphates Limited (PPL) on EPC basis.

- New Sulphuric Acid Plant of capacity 2000TPD with captive power plant (23 MW) and heat recovery system with MECS USA design for the existing Sulphuric Acid plants on EPC basis for PPL.

- 600 TPD Granulated Single Super Phosphate Project at Mahad for Zuari Fertilisers & Chemicals Limited. (ZFCL) on EPC basis.

- New Chlor-Alkali Plant for KLJ-Qatar in Qatar on EPCM basis.

- New Urea Scrubber plant for Waterleau for their end- client in Iran on EPCM basis.

d. Zuari Infraworld India Limited :

Zuari Infraworld India Limited, (ZIIL), (formerly known as Adventz Infraworld India Limited), a wholly owned subsidiary of your Company represents the group''s foray into Real Estate Sector.

Projects under Executon

Zuari Garden City Project, Mysore:-

The Company is in an advanced stage of completng 1st Phase namely Kabini and Kapila consistng of 217 villas. The registraton of units in favour of Customers has just started and handing over of the villas is expected to commence in May 2014.

During the fnancial year, the Company has launched 2nd Phase of Residential Development consisting of "468" Apartments ranging from 2BHK to 4BHK. As of 31st March 2014, the Company has sold "72" units for a value of Rs. 3345 Lacs. All the required permissions and approvals have been received and the constructon work has commenced.

Zuari Infraworld India Limited won the "Best Landscaping Award 2013" from CREDAI, Mysore and also won a frst Prize for growing and maintaining Bermuda lawn in a park 6 during competton organized by State Hortculture department and district administraton on the occasion of Mysore Dasara Festval.

New Projects:-

Mayavan Project, Vrindavan, Mathura:-

During the year, the Company has entered into an Memorandum of Understanding with M/s. Brajbhumi Nirmaan Private Limited to invest 25% Equity for "Mayavan Project" located at Vrindavan, Mathura, spread over 140 Acres. The Company has also received the mandate to act as "Development Manager" for the said project.

The Project will be developed in a phased manner in 6 to 7 years. The 1st Phase in 36 Acres consistng Villas (23 Acres) and Plotng (13 Acres) has been launched. The Sales response is satsfactory and the Land Development works are in progress.

e. Zuari Management Services Limited :

Zuari Management Services Limited, a wholly owned subsidiary of your Company, is engaged in the business of rendering management services. The services to Group Companies include in the areas of Human Resource, Corporate Communicaton, Internal Audit, etc.

f. Zuari Investments Limited :

Zuari Investments Limited (ZIL), a subsidiary of Zuari Global Limited, is engaged in the distributon of fnancial products and is focused to be a single window for all leading fnancial insttutons ofering all fnancial products/services under one roof.

The company is a member of both, Natonal Stock Exchange (NSE)and Bombay Stock Exchange (BSE), for Cash, Derivatve and Currency Segments. It is a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Besides being empanelled with Associaton of Mutual Fund of India (AMFI) for distributon of Mutual Fund products, the company is also a Dealer of OTC Exchange of India and a Category- II Registrar and Share Transfer Agent, registered with Securites and Exchange Board of India (SEBI). In additon to the above, the company is also engaged in the distributon of mortgage and real estate products.

Zuari Insurance Brokers Limited:

Zuari Insurance Brokers Limited, a subsidiary of ZIL, is registered with the Insurance Regulatory and Development Authority (IRDA) and provides complete Insurance solutons to Individuals & Corporates as an Insurance broker. The company also caters to the entre in-house Insurance requirements of the Adventz group.

Zuari Commodity Trading Limited :

Zuari Commodity Trading Limited, a subsidiary of ZIL, is a member of Natonal Commodity Derivatve Exchange Limited (NCDEX) and Mult Commodity Exchange Limited (MCX), providing commodity trading services to the clients.

g. Style Spa Furniture Limited

Style Spa Furniture Limited has commenced the rejuvenaton of its Style Spa brand identty and has launched large format Style Spa Interiors Flagship stores in Mumbai, Bangalore, Delhi-NCR, Cochin & Hyderabad. These new retail formats are built on modernized lifestyle consumer retail experience model and ofer larger variants across Home Furniture-Décor, Modular Kitchens & Ofce-Insttutonal Interior categories, thereby graduatng from the existng small format stores. It is planned to accelerate set up of such Stores in all metros during 2014-15.

Style Spa also ventured into digital space in 2013-14 by launching its online ecommerce platorm to complement the existng retail store operatons and creatng a hybrid business model.

13. Joint Ventures:

a. Gulbarga Cement Limited :

Gulbarga Cement Limited is a joint venture with Zuari Cement Limited, an Italcementi Group Company. Your Company holds 10.09% stake in the equity capital of GCL. GCL was established for setting up of a cement plant of 3.23 million tonnes per annum capacity and coal based power plant of 50 MW.

The land acquisition is being done through Karnataka Industrial Area Development Board and the preliminary notification for the initial 1952 Acres under first phase was completed during the year and the work for final notification is under progress.

The Company is in the process of securing necessary permits and clearances. Public Hearing in connection with the Environmental Clearance for the relocation of the cement plant was completed during June, 2012 and the same is now pending before the Special Appraisal Committee, Ministry of Environment and Forests. The company has secured an approval from Gulbarga Electricity Company Limited for 20 MVA electricity connections.

The Company is pursuing with the Commerce & Industry and Water Resource Departments for securing water allocaton from Bhima River in accordance with the State High Level Clearance Commitee approval.

The Company had invited bids for EPC Tender for engineering, construction & procurement for the Greenfield Cement Plant for the production capacity of 7000TPD of Clinker & 9000 TPD of cement.

b. MCA Phosphates Pte Limited :

During the current year, your company transferred its investments in MCA Phosphates Pte Limited, (MCA), a company incorporated in Singapore, to M/s Zuari Agro Chemicals Limited.

c. Zuari Indian Oiltanking Limited :

Zuari Indian Oiltanking Limited (ZIOL), has a state-of- the art terminalling facility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene.

The Company provides terminalling services to Hindustan Petroleum Corporaton Limited, Indian Oil Corporaton and Bharat Petroleum Corporaton Limited. For the year 2013-14, the Oil Terminal has achieved a throughput of 442075 KL.

14. Associates:

Zuari Agro Chemicals Limited :

Your Company holds 20% shares and the subsidiary Zuari Management Services Limited holds 12.08% shares of Zuari Agro Chemicals Limited (ZACL).

15. Corporate Governance:

The Report on Corporate Governance pursuant to Clause 49 of the Listng Agreement is enclosed as Annexure ''A''. The Auditor''s Certfcate on Compliance of conditons of Corporate Governance is enclosed as Annexure ''B'', Declaration of Whole Time Director is enclosed as Annexure ''C and the Management Discussion & Analysis is enclosed as Annexure ''D''.

16. Corporate Social Responsibility:

The Adventz Group, as part of Corporate Social Responsibility and with a view to achieve larger and focused impact on the actvites, established "Adventz Foundaton", a Society registered under The Societes Registraton Act, 1940.

The Foundaton undertakes various actvites in furtherance to the objectves set out by the Adventz Group, of which, your Company is a part.

Disseminaton of Informaton on CSR :

Company is fashing informaton on CSR and allied actvites on its website (www.adventz.com) regularly.

17. Directors'' Responsibility Statement:

Your Directors hereby report:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relative to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit and loss account for the period ended 31st March, 2014;

iii. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors have prepared the annual accounts on a going concern basis.

18. Directors Comments on Audit Report:

Your Director''s refer heading ''Basis for qualifed opinion'' in Auditor''s Report and the comments of the Board on the opinion is as below :

Your Company has invested in the Equity Shares of Nagarjuna Fertilisers and Chemicals Limited (NFCL). After the said investment, NFCL went through a Scheme of Arrangement and Amalgamaton. The Company has received equity shares of Nagarjuna Oil Refnery Limited (NORL) pursuant to the Scheme of Arrangement and Amalgamaton between ikisan Limited, Kakinada Fertliers Limited, NFCL and NORL.

The equity shares of NORL are listed on the stock exchange and equity shares of NFCL are yet to be listed on the Stock Exchanges as the approval from SEBI is pending under Rule (19)(2)(b) of the Securites Contracts (Regulatons) Act, 1956.

The explanaton given by the Auditor is also self explanatory in nature.

19. Director''s Comments on Corporate Governance Certfcaton:

Your Director''s refer to the qualifcatons in the Auditor''s Report on the Certificate on Corporate Governance and comments of the Board on the same is as below :

Your Company is complying with the conditons regarding Compositon of the Board of Directors with regard to the number of Independent Directors on the Board w.e.f. 1st September, 2013.

Your Company had designated Mr. H.C. Shah, General Manager- Finance and Accounts to atend to the dutes of the Secretary to the Audit Commitee due to the resignaton of the Company Secretary. The Company has now appointed a Company Secretary who is also a compliance ofcer.

Your Company is taking steps to appoint an Independent Director on the board of materially unlisted subsidiary company.

20. Acknowledgements:

Your Directors wish to place on record their appreciaton for the dedication, commitment and contribution of all stakeholders and employees of your Company.

For and on behalf of the Board

S. K. Poddar

Chairman

Date : 8th May, 2014

Place : Gurgaon


Mar 31, 2013

To the Members,

1. The Directors place before you the Forty-Fifh Annual Report of the Company together with Statement of Accounts for the accountng year ended 31st March, 2013.

2. Change of Name of the Company

During the period under review the name of the Company has been changed from Zuari Industries Limited to Zuari Global Limited, vide Fresh Certfcate of Incorporaton dated June 26, 2012, issued by Registrar of Companies, Goa, Daman & Diu.

3. Financial Results and Appropriaton:

Partculars Current Year Previous Year Rs. In Lacs Rs. In Lacs

Proft for the year before depreciaton and taxaton 3,341.17 6,815.87

Less :Depreciaton for the year 11.81 610.72

Proft/(loss) before tax 3,329.36 6,205.15

Less: Provision for taxaton – Current Tax 470.19 906.35

– Tax adjustment relatng to earlier year 137.16 77.73

– Deferred Tax charge 26.69 1,099.16

– MAT Credit Enttlement (634.08)

Proft / (loss) afer tax 2,695.32 4,755.99

Add: Balance of proft brought forward 52,317.84 62,366.97

Less : Transfer to Zuari Agro Chemicals Ltd., as per the Scheme of Arrangement and Demerger. 11,620.79

Less: Transfer to general reserve 500.00 2,500.00

Proposed Dividend : 20% ( Previous Year 20%) 588.81 588.81

Tax on dividend (Including Surcharge) 100.07 95.52

Balance of proft carried forward 53,824.28 52,317.84



4. Dividend:

The Directors recommend a dividend of Rs.2/– per equity share (Rs. 2.00 per equity share in the previous year).

5. Debt Servicing:

Your Company has met all obligatons towards repayment of principal and interest on all loans.

6. Fixed Deposits:

As reported in the year 2008-09, the Fixed Deposit Scheme of the Company was discontnued. Deposits matured and claimed have been repaid. 96 deposits amounting to Rs. 16.92 lakhs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment of the deposits. During the year, the Company has transferred an amount ofRs. 4.91 lakhs towards unclaimed / unpaid deposits and interest thereon to ''The Investors Educaton and Protecton Fund'', pursuant to Secton 205 C of the Companies Act, 1956.

7. Directors:

Mr. J. N.Godbole, Mr. D.B. Engineer and Mr. S. K. Poddar retre by rotaton at the forthcoming Annual General Meetng and are eligible for re-appointment. The resume and details of other directorships and commitee memberships of Mr. J. N. Godbole, Mr. D. B. Engineer and Mr. S. K. Poddar, are given in Annexure ''C to this report.

Mr. S. P. Tyagi, Mr. Arun Duggal and Mr. Shyam Bharta resigned as Directors of the Company on 16th February, 2013, 1st March, 2013 and 29th April, 2013, respectvely. The Board places on record its appreciaton and invaluable contributon by Mr. Tyagi, Mr. Duggal and Mr. Bharta to the Company, during their tenure as Directors.

8. Auditors:

The Auditors, M/s. S.R. Batliboi & Co. LLP Chartered Accountants, Gurgaon, Statutory Auditors of the Company who retre at the forthcoming Annual General Meetng and are eligible for re-appointment. As informed by the Auditors, the name of the Audit Firm has been changed to M/s. S.R. Batliboi & Co. LLP w.e.f. 1st April, 2013.

9. Cost Auditors :

The Company re-appointed Mr. Savari Muthu I., Cost Accountant, Membership No. 6716, as the Cost Auditor for the year 2012-13. The Cost Audit Report for the year ended 31-3-2012 was fled by the Company with The Ministry of Corporate Afairs on 23rd January, 2013.

10. Conservaton of Energy & Technology Absorpton:

The Company is not engaged in manufacturing actvites, hence no informaton of conservaton of Energy is required to be provided. Similarly, no new technology was absorbed.

11. Foreign Exchange earnings and outgo:

Foreign exchange earnings and outgo is noted under note to fnancial statements having reference Nos. 26, 27 & 28 of the Annual Report and Accounts.

12. Personnel:

The industrial relatons with Company employees contnues to be harmonious.

Particulars of employees to be furnished under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder, are annexed to this Report as Annexure ''A''.

13. Subsidiary Companies:

In accordance with Accountng Standard 21, Consolidated Financial Statements presented by the Company include the fnancial informaton of its subsidiaries. Pursuant to General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Afairs, the Board of Directors at its Meetng held on 31st January, 2013 decided not to atach the Balance Sheet i.e. fnancial informaton of subsidiaries. Accordingly, the Balance Sheet, Statement of Proft and Loss Account, Report of the Board of Directors and the Auditors of the Subsidiary Companies are not atached.

The Company will make available these documents/details upon request to any member of the Company interested in receiving this informaton. The Annual Accounts of the Subsidiary Companies will also be kept for inspecton by any investor at the Registered Ofce of the Company and Subsidiaries.

A brief review of subsidiaries and joint ventures of the Company is given here below:-

Subsidiaries :

a. Globex Ltd.:

Globex, an ofshore subsidiary Company was established at Jebel Ali Free Zone on 9th August, 2009. Currently, Globex is engaged in General Trading in fertlizers and commodites.

b. Indian Furniture Products Limited :

Indian Furniture Products Limited (IFPL), a wholly owned subsidiary of your Company, is engaged in manufacturing of Ready-To-Assemble(RTA) furniture of internatonal quality at its state-of-the-art plant at Kakkalur near Chennai. The Plant is highly automated and is CNC (Computer Numeric Control) operated. The factory has a foor area of 225,000 sq.f. and has capacity to produce 200,000 units of furniture annually. The company has been awarded with ISO 9001:2000 by TUV Suddeutschland accredited by TUV, Germany.

While consumer sentments had been at a low ebb throughout the year, IFPL managed to maintain the sales volumes at Rs. 147 crores against Rs.152 crores of previous year.

Style Spa channel registered sluggish sales growth and Zuari channel remained stagnant.

Increased producton capacites created in the previous year remained underutlized throughout the year.

Raw material prices which had shot up in the beginning of the year owing to Rupee depreciaton contnued at the same level throughout the year.

Company has been working on many cost reducton initatves to mitgate the impact of lower sales.

Company hopes to secure beter volumes in the coming fnancial year with a healthier economy and its own varied tactcs in the market place.

ISO 14001 & OSHAS 18001 CERTIFICATIONS:

IFPL secured ISO 14001 & OSHAS 18001 certfcaton during December''12 by Quest certfcaton accredited by JAS ANZ. which will enable IFPL''s entry in Insttutonal segment in a big way.

ISO 14001:

ISO 14001 is an Environment Management System which specifes the requirements for the formulaton & maintenance of an environment. This is expected to bring cost reducton in raw material through recycle programs apart from other benefts.

OSHAS 18001:

OHSAS 18001:2007 – Occupational Health and Safety Management System focus on preventon of accidents.

ENERGY INITIATIVES:

Company is also exploring Solar energy optons for meetng part of the factory''s power requirement in view of 12 hours of power cut in Tamil Nadu.

IFPL has installed a small Bio-gas plant in January''13 to generate renewable energy using vegetable and food waste.

c. Simon India Limited :

Simon India Limited (SIL), a wholly owned subsidiary of your company, is engaged in Engineering, Procurement & Constructon (EPC) actvites and has achieved a turnover of Rs. 105 crores during the period from 1st April, 2012 to 31st March, 2013. SIL is currently executng several major projects in India and Overseas.

The project actvites of "Ammonia Emission Abatement & New Vent Gas Flare System" for the Saudi Basic Industrial Corporaton (SABIC) in their four fertlizer plants at Jubail, Saudi Arabia are nearing completon.

The project 600 TPD Granulated SSP Fertlizer Project on EPC basis for Chambal Fertlizers and Chemicals at Gadepan has been handed over to the Client.

Following are the orders which are secured and are under executon by SIL during this year:

- Storage facilites for Sulphuric Acid and Phosphoric Acid Plants for Paradeep Phosphates Limited(PPL)

- New Sulphuric Acid Plant of large capacity (2000TPD) with captve power plant (23 MW) and heat recovery system with MECS USA design for existng Sulphuric Acid plants on EPC basis for PPL.

- The project of 600 TPD Granulated Single Super Phosphate at Mahad for Zuari Fertlizers & Chemicals Ltd. (ZFCL) on EPC basis.

d. Adventz Infraworld India Limited :

Adventz Infraworld India Limited, (AIIL), (formerly known as Zuari Developers Limited), a wholly owned subsidiary of your Company is engaged in the business of real estate. AIIL is currently, in the process of development of approx. 73 acres of land at Hulikeri, Srirangapatnam Taluk, Mandya District, Karnataka,for Company''s "Zuari Garden City" Project. AIIL, represents the group''s foray into both commercial and residental propertes. The Company aims to create world- class yet afordable home and ofce spaces.

Zuari Garden City, the frst–of–its–kind integrated township in Mysore, boasts of exclusive Villas, 2 Club Houses with 100 key spa resort operated by internatonally reputed Operator, mall, multplexes, school, sports complex, numerous parks, health center, large office space, convenience center & temple which creates a self-sustaining habitat. The project efortlessly blends the comforts of city living with the calm of sprawling greenery with spacious, environment friendly, vaastu compliant integrated residental-cum-commercial complex with modern amenites and facilites.

All required permissions and approvals are obtained and well renowned architects and contractors are on board having commenced the infrastructure work for the frst phase of the project and the whole project is expected to be completed in fve years. The constructon of the frst phase of 217 Villas and town houses has been commenced and 85% of this phase has been sold out.

e. Zuari Management Services Limited :

Zuari Management Services Limited, a wholly owned subsidiary of your Company, is engaged in the business of rendering management services. The services to Group Companies include in the areas of Human Resource, Corporate Communicaton, Internal Audit, etc.

f. Zuari Investments Limited :

Zuari Investments Limited, a subsidiary of your Company, is a member of both The Natonal Stock Exchange of India Limited and BSE Limited for Capital as well as Future & Opton Segment. It is a depository partcipant with Natonal Securites Depository Limited, Central Depository Services Limited, Natonal Commodity and Derivatve Exchange Limited, Mult Commodity Exchange Limited and Natonal Spot Exchange Limited. Besides being empanelled with Associaton of Mutual Fund of India for distributon of Mutual Fund products, the Company is also a dealer of OTC Exchange of India and a category– II Registrar and Share Transfer Agent registered with Securites and Exchange Board of India.

The Company and its subsidiaries are mainly engaged in distributon of fnancial products which has direct correlaton with the economy.

Keeping this in view, the Company has restructured its business plan and closed 10 branches out of 20 branches in diferent parts of India.

During the year, new initatves were taken by the Company to ensure growth in business and it forayed into new products such as mortgage and real estate distributon. The Company is in process of implementing a transactional portal for customers.

An optmum level of team is being built up across the existng locatons and the Company is also working on technological enhancements with respect to an E-Learning platorm for training and development of the existng manpower and further implementng customer relatonship management sofware to manage customer and employee productvity that will create value at large.

g. Style Spa Furniture Limited (SSFL):

Style Spa Furniture Limited (SSFL) was incorporated on 6th February, 1998 to market ready - to - assemble furniture, predominantly in the bedroom segment.

14. Joint Ventures:

a. Gulbarga Cement Limited :

Gulbarga Cement Limited (GCL) is a joint venture with Zuari Cement Limited, an Italcement Group Company. Your Company holds 26% stake in the equity capital of GCL. GCL was established for setng up cement plant of 3.23 million tonnes perannum capacityand coal based power plant of 50 MW.

The land acquisiton is being done through Karnataka Industrial Area Development Board and the preliminary notfcaton for inital 1952 acres under frst phase was completed duringthe year and the work for fnal notfcaton is under progress.

The Company is in the process of securing necessary permits and clearances. Public Hearing in connection with the Environmental Clearance for the relocaton of the cement plant was completed during June, 2012 and the same is now pending before Special Appraisal Commitee, Ministry of Environment and Forests. The Company has secured an approval from Gulbarga Electricity Company Limited for 20 MVA electricity connectons.

The Company is pursuing with Commerce & Industry and Water Resource Departments for securing water allocaton from Bhima River in accordance with the State High Level Clearance Commitee approval.

The Company had invited bidsfor EPCTenderfor engineering, constructon & procurement for the Greenfeld Cement Plant for the producton capacity 7000 TPD of Clinker & 9000 TPD of cement.

b. MCA Phosphates Pte Limited :

MCA Phosphates Pte Limited, (MCA), a company incorporated in Singapore, is a joint venture between your Company and Mitsubishi Corporaton (Mitsubishi), Japan with Mitsubishi Corporaton holding 70% equity stake in the joint venture and your Company holding the balance 30%. MCA has been set up as a special purpose vehicle and has acquired 30% equity stake in Fosfatos del Pacifco, Peru (FDP) which owns a rock phosphate mining license in Peru and is implementng a project for producing benefciated rock phosphate with an annual capacity of 2.5 mtpa. The Project has an estmated mineralized material of approximately 540 million MT of Phosphate Rock with an average P2O5 content of 18.5% before benefciaton. Your Company, through Mitsubishi has agreed to purchase signifcant quantty of concentrated rock phosphate for a minimum of 20 years.

c. Zuari Indian Oiltanking Limited :

Zuari Indian Oiltanking Limited (ZIOL), has state-of-the art terminallingfacility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene.

The Company provides terminalling services to Zuari Agro Chemicals Limited, Hindustan Petroleum Corporaton Limited, Indian Oil Corporaton and Bharat Petroleum Corporaton Limited. For the year 2012-13, the Oil Terminal has achieved a throughput of 606414 KL and received 249746 KL of Naphtha.

Zuari Agro Chemicals Limited discontinued availing terminalling services of ZIOL following supply of Gas by GAIL, efectve 18th February, 2013 at the Zuarinagar Plant, because of which ZACLis not using Naphtha as a feedstock.

15. Associates:

Zuari Agro Chemicals Limited (ZACL):

Your Company holds 20% and its subsidiary Zuari Management Services Limited holds 10% shares of Zuari Agro Chemicals Limited (ZACL). The fertliser operatons of your Company were demerged with ZACL, efectve 1st July, 2011.

16. Corporate Governance:

The Report on Corporate Governance pursuant to Clause 49 of the Listng Agreement is enclosed as Annexure ''B''. The Auditor''s Certificate on Compliance of conditions of Corporate Governance is enclosed as Annexure ''C, Declaraton of Executve Vice Chairman as Annexure ''D'' and the Management Discussion & Analysis as Annexure ''E''.

17. Corporate Social Responsibility:

The Adventz Group, as part of Corporate Social Responsibility and with a view to achieve larger and focused impact on the actvites, established "Adventz Foundaton", a Society registered under The Societes Registraton Act, 1940.

The Foundaton undertakes various actvites in furtherance to the objectves set out by the Adventz Group, of which, your Company is a part.

Disseminaton of Informaton on CSR :

Company is fashing informaton on CSR and allied actvites on its website (htp://adventz.com) regularly.

18. Directors'' Responsibility Statement:

Your Directors hereby report:

i. that in the preparaton of annual accounts, the applicable accountng standards have been followed along with proper explanaton relatve to material departures;

ii. that the Directors have selected such accountng policies and applied them consistently and made judgments and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at 31st March, 2013 and of the proft and loss account for the period ended 31st March, 2013;

iii. that the Directors have taken proper and sufcient care for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites;

iv. that the Directors have prepared the annual accounts on a going concern basis.

19. Directors Comments on Audit Report:

Your Directors'' refer heading Basis for qualifed opinion in Auditors Report and provide comments of Board as below:-

Your company has invested in the Equity Shares of Nagarjuna Fertilisers and Chemicals Limited (NFCL). After the said investment, NFCL went through a Scheme of Arrangement. The Company has received equity shares of Nagarjuna Oil Refinery Limited (NORL) pursuant to the Scheme of Arrangement and Amalgamaton between Ikisan Ltd, Kakinada Fertlisers Limited, NFCL and Nagarjuna oil refnery Limited (NORL).

The equity shares of NORL are listed on the stock exchanges and equity shares of NFCL are yet to be listed on Stock Exchanges as the approval from SEBI is pending under Rule 19 (2) (b). The investment in the equity shares was strategic in nature.

The explanaton given by the Auditor is also self explanatory in nature.

20. Acknowledgements:

Your Directors wish to place on record their appreciaton for the dedication, commitment and contribution of all stakeholders and employees of your Company. For and on behalf of the Board

Place : Gurgaon. S. K. PODDAR

Date : May 9, 2013 Chairman


Mar 31, 2012

1. The Directors place before you the Forty-Fourth Annual Report of the Company together with Statement of Accounts for the accounting year ended 31st March, 2012.

2. Financial Results and Appropriation :

Particulars Current Year Previous Year Rs.in lacs Rs.in lacs

Profit for the year before depreciation and taxation 6815.87 26078.63

Less depreciation for the year 610.72 2133.87

Profit/(loss) before tax 6205.15 23944.76

Less : Provision for taxation - Current Tax 906.35 6900.00

- Tax adjustment relating to earlier year 77.73 (79.83)

- Deferred Tax charge 1099.16 437.06

- MAT Credit Entitlement (634.08) -

Profit/(loss) after tax 4755.99 16687.53

Add : Balance of profit brought forward 62366.97 62214.07

Less : Transfer to general reserve 2500.00 15000.00

Proposed Dividend : 20% (PY 45%) 588.81 1324.83

Tax on dividend (Including Surcharge) 95.52 209.80

Balance of profit carried forward 63938.63 62366.97

3. Dividend:

The Directors recommend a dividend of Rs. 2/- per equity share (Rs. 4.50 per equity share in the previous year).

4. Debt Servicing:

Your Company has met all obligations towards repayment of principal and interest on all loans.

5. Fixed Deposits:

As reported in the year 2008-09, the Fixed Deposit Scheme of the Company has been discontinued and the company has stopped renewals and accepting fresh deposits. Deposits accepted during the Scheme and matured during the year, have been repaid alongwith interest as on 31st March, 2012 in accordance with the terms of deposits. 156 deposits amounting to Rs. 28.90 lakhs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment of the deposits. During the year, the Company has transferred an amount of Rs. 2.81 lakhs towards unclaimed / unpaid deposits and interest thereon to 'The Investors Education and Protection Fund', pursuant to Section 205 C of the Companies Act, 1956.

6. Directors:

The Board of Directors of the Company at its meeting held on 9th May, 2011 appointed Mr. Akshay Poddar as an Alternate Director.

Mr. H. S. Bawa, Mrs. Jyotsna. Poddar and Mr. S. P. Tyagi, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The resume and details of other directorships and committee memberships of Mr. H. S. Bawa, Mrs. Jyotsna. Poddar and Mr. S. P. Tyagi , are given in Annexure 'C' to this report.

7. Auditors:

The Auditors M/s. S.R. Batliboi & Co., Chartered Accountants, Gurgaon, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

8. Cost Auditor :

The Company re-appointed Mr. Savari Muthu I., Cost Accountant, Membership No.6716, as the Cost Auditor for the year 2011-12. The Cost Audit Report for the year ended 31-3-2011 was filed by the Company with The Ministry of Corporate Affairs on 31-08-2011.

9. Conservation of Energy:

Per Order of the Hon'ble High Court of Bombay at Goa, dated 2nd March, 2012 the Fertiliser Business of the Company has been demerged into Zuari Holdings Limited with effect from the Appointed date of 1st July 2011. Ever after that date these details are not applicable to this Company any more. However, the information disclosing particulars of conservation of Energy for the period 1st April, 2011 to 30th June, 2011 is given in Annexure 'A' of the Annual Report.

10. Technology Absorption:

No new technology was absorbed during the year 2011-12.

11. Foreign Exchange earnings and outgo:

By producing fertilizers, of which the country is a net importer, there has been savings of valuable foreign exchange to the National exchequer. Foreign exchange earnings and outgo is noted under note to financial statements having reference Nos. 29,31,32 and 33 of the Annual Report.

12. Environment & Safety:

The man-made green belt around the Complex continues to flourish and attract a variety of wild life.

The Company received the following prestigious awards instituted by Green Triangle Society in collaboration with Inspectorate of Factories and Boilers, Goa, for most outstanding contribution in Corporate Social Responsibility (CSR) activities:

1. Best CSR activities in education category

2. Best CSR activities in work place practices category

13. Personnel:

Focusing on the opportunities in the economy and growth plans of the Company leadership at different levels are being built up through training activities for effective succession plan.

Particulars of employees to be furnished under Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, are annexed to this Report as Annexure 'B'.

14. Scheme of Arrangement and Demerger :

You are aware that with a view to optimize the potential of the various businesses of your Company viz. fertilizers, pesticides, seeds, furniture, engineering , real estate etc. and effectively cater to their management and growth, a Scheme of Arrangement and Demerger was envisaged as a measure of Corporate restructuring, to demerge the Fertiliser undertaking of Zuari Industries Limited (ZIL), into erstwhile subsidiary Zuari Holdings Limited (ZHL). The Scheme provides for allotment of shares of ZHL to the existing shareholders of ZIL in the ratio of 1:1, thereby enabling them to efficiently fulfill their investment objectives through separate holdings. Consequent to the order of the Hon'ble High Court of Bombay at Goa, on 2nd March 2012, the fertilizer undertaking of ZIL has been demerged, effective from 1st July 2011. The financial performance of the Company as given in the Balance Sheet therefore necessarily reflects this change by taking into account the first quarter of full fertiliser operation and only 30% in the subsequent nine months of fiscal 2011-12, which is the extent of ZIL's present stake in ZHL.

ZHL, has announced dividend of Rs. 3/- per equity share of Rs. 10/- each for the financial year 2011-12 on a share capital of Rs. 42.06 crores.

15. Subsidiary Companies:

In accordance with Accounting Standard 21, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. Pursuant to General Circular No. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the Board of Directors at its Meeting held on 3rd February, 2012 decided not to attach the Balance Sheet i.e. financial information of subsidiaries. Accordingly, the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the Auditors of the Subsidiary Companies are not attached.

The Company will make available these documents/details upon request to any member of the Company interested in receiving this information. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any investor at the Registered Office of the Company and Subsidiaries.

A brief review of subsidiaries and joint ventures of the Company is given here in below:-

Subsidiaries :

a. Globex Ltd. :

Globex, an offshore subsidiary Company was established at Jebel Ali Free Zone on 9th August, 2009. Currently, Globex is engaged in General Trading in fertilizers and commodities.

b. Indian Furniture Products Limited :

Your Company's wholly owned subsidiary, Indian Furniture Products Limited (IFPL), is engaged in manufacturing of Ready-To-Assemble (RTA) furniture of international quality at its state-of-the-art plant at Kakkalur near Chennai. The Plant is highly automated and is CNC (Computer Numeric Control) operated. The factory has a floor area of 225,000 sq.ft. and has capacity to produce 200,000 units of furniture annually. The company has been awarded with ISO 9001:2000 by TUV Suddeutschland accredited by TUV, Germany.

IFPL has achieved a turnover of Rs. 152 crores during the current financial year, an increase of 15% as compared to the previous year. The mass distribution channel under 'Zuari' brand has grown by 34% which will continue to be a major growth driver in the coming years. The Style Spa Furniture Limited (SSFL), a major buyer of IFPL sales, had stagnant sales during the year due to general slowdown in the economy which resulted in lower sales for IFPL.

During the year, the Company started its activities under a franchise arrangement with Chateau d'Ax of France for premium and luxury range of furnitures. The company has opened 3 upper end showrooms in 3 metros dealing with this range and the reception and footfalls have been very encouraging.

IFPL's factory expansion has been completed by Straight lining machines at an outlay of Rs. 8 Crores. This is expected to enhance output by 20% and efficiency in operations by 10% during the financial year 2012-13. IFPL has further added leased warehousing space of 100,000 sq ft during the year to take care of its enhanced operations.

Some good break throughs have been achieved in Institutional business and the company expects substantial leap of business under this segment next year.

c. Simon India Limited :

Simon India Limited (SIL), a wholly owned subsidiary of your company, is engaged in Engineering, Procurement & Construction (EPC) activities and has achieved a turnover of Rs. 107 crores during the current financial year. SIL is currently executing several major projects in India and Overseas.

The project activities of "Ammonia Emission Abatement & New Vent Gas Flare System" for the Saudi Basic Industrial Ltd (SABIC) in their four fertilizer plants at Jubail, Saudi Arabia are almost complete.

Currently, SIL is executing 600 TPD Granulated SSP Fertilizer Project on EPC basis for Chambal Fertilizers and Chemicals Limited at Gadepan. SIL has also secured another order form Zuari Fertilizers and Chemicals Limited for identical capacity of SSP fertilizer plant proposed at Mahad in Maharashtra. Another order from KIIQ, Qatar for Engineering, Procurement service and Construction Management for Caustic Soda Plant of the capacity 200 TPD was secured by SIL.

d. Adventz Infraworld India Limited :

Adventz Infraworld India Limited, (AIIL), (formerly known as Zuari Developers Limited), a wholly owned subsidiary of your Company is engaged in the business of real estate. AIIL is currently, in the process of development of approx. 73 acres of land at Hulikeri, Srirangapatnam Taluk, Mandya District, Mysore, Karnataka, for Company's "Zuari Garden City" Project. AIIL, represents the group's foray into both commercial and residential properties. The company aims to create world-class yet affordable home and office spaces.

Zuari Garden City, the first-of-its-kind integrated township in Mysore, boasts of exclusive Villas, 2 Club Houses with 100 key spa resort operated by internationally reputed Operator, mall, multiplexes, school, sports complex, numerous parks, health center, large office space, convenience center& temple which creates a self-sustaining habitat. The project effortlessly blends the comforts of city living with the calm of sprawling greenery with spacious, environment friendly, vaastu compliant integrated residential-cum-commercial complex with modern amenities and facilities.

All required permissions and approvals are obtained and well renowned architects and contractors are on board having commenced the infrastructure work for the first phase of the project and the whole project is expected to be completed in five years.

e. Zuari Management Services Limited :

Zuari Management Services Limited, a wholly owned subsidiary of your company, is engaged in the business of rendering management services.

f. Zuari Holdings Limited :

Zuari Holdings Limited (ZHL), is no longer a subsidiary of your Company w.e.f. 13th April, 2012.

ZHL was initially setup to carry on a business of investment, holding of investment and investment company however, ZHL, will now carry on business of manufacture and sale of fertilisers and other agri inputs following demerger of fertiliser undertaking of the Company. The shareholders of the Company are allotted 1:1 equity shares of ZHL pursuant to the Scheme of Arrangement and Demerger.

The two subsidiaries of Zuari Holdings Limited are :-

i) Zuari Seeds Limited :

Zuari Seeds Limited (ZSL), a wholly owned subsidiary of the Company, is engaged in R&D, production and marketing of hybrid seeds.

The Company reports a Turnover of Rs. 46 crores an increase of 13% over last year. It is currently in a technology assimilation phase and it is expected that the consolidation of these assimilation processes shall take place in the next financial year.

ii) Zuari Fertilisers & Chemicals Limited :

Zuari Fertilisers & Chemicals Limited (ZFCL) is a wholly owned subsidiary of the Company, which proposes to set up 12 lakhs MTPA of Urea manufacturing plant, based on the Liquified Natural Gas (LNG), at Mastihole Village, Hukkeri Taluka in Belgaum District of Karnataka.

ZFCL is also implementing a project for the setting up a 600 tpd facility for manufacture of Granulated Single Super Phosphate at MIDC, Mahad in Maharashtra.

The two Joint Ventures of Zuari Holdings are :-

(i) Zuari Maroc Phosphates Limited :

Zuari Maroc Phosphates Limited (ZMPL), a 50:50 joint venture with Maroc Phosphore S.A., Morocco, was established as Special Purpose Vehicle (SPV) for acquisition of Paradeep Phosphates Limited (PPL). At present, ZMPL is holding 80.45% of the equity stake in PPL.

(ii) Zuari Rotem Speciality Fertilisers Limited :

Zuari Rotem Speciality Fertilisers Limited (ZRSFL), a 50:50 joint venture with Rotem Amfert Negev Limited, Israel, has Water Soluble Fertilizers manufacturing facility at Baramati, Maharashtra. ZRSFL, has a capacity of 24000 MT per annum with two shift basis for production of different NPK blends. Plant is currently working on one shift basis & producing 30Mt per day on an average basis.

g. Zuari Investments Limited :

Zuari Investments Limited, (Zuari Investment), a subsidiary of the Company, is a member of both National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for Capital as well as Future & Option (F&O) segment. It is a depository participant with National Securities Depository Limited (NSDL), Central Depository Services Limited (CDSL), National Commodity Derivative Exchange Limited (NCDEX), Multi Commodity Exchange Limited (MCX) and National Spot Exchange Limited (NSEL). Besides being empanelled with Association of Mutual Fund of India (AMFI) for distribution of Mutual Fund products, the company is also a Dealer on OTC Exchange of India (OTCEI) and a Category-II Registrar and Share Transfer Agent registered with Securities and Exchange Board of India (SEBI). Zuari Investment, has 20 branches in different parts of India.

The year passed by was quite turbulent for Indian economy as well as for global economy. The slow down of world economies and unresolved sovereign debt problem of European countries have contributed to bearish sentiments in the financial markets world over. The situation in Indian economy have further worsened due to higher crude prices, uncontrollable inflation, ever rising interest rate, negative industrial output data resulted into slowing down of Indian economy. The policy paralysis and unfolding of scams has further aggravated the already grim scenario. Due to all this the investors are shying away from the capital markets. The volumes are drying up at the exchanges. Most of the investors are investing in safe assets only

Zuari Investment has complete bouquet of financial services and providing one stop shop for Stock Broking, Depository Services, Investment Advisory Services, Insurance Broking Services and Commodity Broking Services through its subsidiaries viz.

i. Zuari Insurance Brokers Ltd. :

Zuari Insurance Brokers Ltd., is a Licensed Direct Insurance Broker for Life and Non-life segment registered with Insurance Regulatory and Development Authority (IRDA).

ii. Zuari Commodity Trading Ltd. :

Zuari Commodity Trading Ltd., has become a member of National Commodity Derivative Exchange Limited (NCDEX) and MultiCommodity Exchange Limited (MCX). The Trading activity has started in all the branches.

iii. Zuari Financial Services Ltd. :

Zuari Financial Services Ltd., was incorporated with an object to provide financial services. However, the company is yet to commence its operation.

16. Joint Ventures:

a. Gulbarga Cement Limited :

Gulbarga Cement Limited (GCL) holds limestone Mining Lease of 989.89 hectares at Ferozabad in Gulbarga District of Karnataka. GCL ceases to be subsidiary of the Company effective from 9th September, 2011, following allotment of shares to Zuari Cement Limited. Your Company holds 26% stake in GCL.

GCL has acquired 986 acres of land for setting up Cement Plant of 3.23 million tonnes per annum and coal based Power Plant of 50MW and is in the process of acquiring remaining land for the project.

b. MCA Phosphates Pte Limited :

MCA Phosphates Pte Limited, (MCA), a company incorporated in Singapore, is a joint venture between your Company and Mitsubishi Corporation, Japan with Mitsubishi Corporation holding 70% equity stake in the joint venture and your company holding the balance 30%. MCA has been set up as a special purpose vehicle and has acquired 30% equity stake in Fosfatos del Pacifico, Peru (FDP) which owns a rock phosphate mining license in Peru and is implementing a project for producing beneficiated rock phosphate with an annual capacity of 2.5 mtpa. Your Company, through Mitsubishi has agreed to purchase significant quantity of concentrated rock phosphate for a minimum of 20 years.

c. Zuari Indian Oiltanking Limited :

Zuari Indian Oiltanking Limited (ZIOL), has state-of-the art terminalling facility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene.

ZIOL provides terminalling services to your Company, Hindustan Petroleum Corporation Limited and Bharat Petroleum Corporation Limited. For the period 01-01-12 to 31-03-12, the Oil Terminal has achieved a throughput of 193784 KL @Nat. and received 85941 KL of Naphtha.

17. Corporate Governance:

Your Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is enclosed as Annexure 'C'. The Auditor's Certificate on Compliance of conditions of Corporate Governance is enclosed as Annexure 'D', Declaration of Executive Vice-Chairman as Annexure 'E' and the Management Discussion & Analysis as Annexure 'F'.

18. Corporate Social Responsibility:

The Adventz Group, as part of Corporate Social Responsibility and with a view to achieve larger and focused impact on the activities, established "Adventz Foundation", a Society registered under The Societies Registration Act, 1940. The Foundation will undertake various activities in furtherance to the objectives set out by the Adventz Group, of which, your Company is part.

Dissemination of Information on CSR :

Company is flashing information on CSR and allied activities on its website (http://zuari.in) regularly.

19. Directors' Responsibility Statement:

Your Directors hereby report:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relative to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit and loss account for the period ended 31st March, 2012;

iii. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors have prepared the annual accounts on a going concern basis.

20. Directors Comments on Audit Report :

There were no adverse comments by the statutory auditors of the Company in their Report and Auditors' Report and notes thereto are self-explanatory in nature.

21. Acknowledgements :

Your Directors wish to place on record their appreciation of the dedication, commitment and contribution of all stakeholders and employees of the Company.

For and on behalf of the Board

Gurgaon S. K. PODDAR

May 9, 2012 Chairman


Mar 31, 2010

1.The Directors place before you the Forty-Second Annual Report of the Company together with Statement of Accounts for the accounting year ended 31st March, 2010.

2. Financial Results and Appropriation :

Previous Year

Rs.in lacs Rs.in lacs

Profit for the year before depreciation and taxation 23,914.51 14,317.34

Less :Depreciation for the year 1,950.76 1,775.12

Profit/floss) before tax 21,963.75 12,542.22

Less : Provision for taxation - Current Tax 8,041.29 3,627.04

- Tax adjustment relating to earlier year (12.38) (0.63)

- Deferred Tax charge (1,755.14) (482.64)

- Fringe Benefit Tax (6.12) 70.00

Profit (loss) after tax 15,696.10 9,328.45

Add : Balance of profit brought forward 53,067.95 49,772.82

Less: Transfer to general reserve 5,000.00 5,000.00 Proposed Dividend : 45% (PY 30%) 1,324.83 883.22

Tax on dividend (Including Surcharge) 225.15 150.10

Balance of profit carried forward 62,214.07 53,067.95



3. Dividend:

The Directors recommend a dividend of Rs.4.50 per equity share (Rs.3.00 per equity share in the previous year).

4. Debt Servicing:

Your Company has met all obligations towards repayment of principal and interest on all loans.

5. Fixed Deposits:

As reported last year the Fixed Deposit Scheme of the Company was discontinued during that year and has stopped renewals and accepting fresh deposits. Deposits accepted earlier and matured during the year, have been repaid along with interest as on 31st March, 2010 in accordance with the terms of deposits. 300 deposits amounting to Rs.48.72 lakhs which had matured have not been claimed. The Company advises the depositors at regular intervals for repayment of the deposits. During the year, the Company has transferred an amount of Rs.2.47 lakhs towards unclaimed / unpaid deposits and interest thereon to The Investors Education and Protection Fund, pursuant to Section 205 C of the Companies Act, 1956.

6. Directors:

Mr. Arun Duggal, Mr. J.N. Godbole and Mr. D.B. Engineer, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment. The resume and details of other directorships and committee memberships of Mr. Arun Duggal, Mr. J.N. Godbole and Mr. D.B. Engineer, are given in Annexure C to this report.

7. Auditors:

The Auditors M/s. S.R. Batiiboi & Co., Chartered Accountants, Gurgaon, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

8. Conservation of Energy:

Information disclosing particulars of conservation of energy is given in Annexure A to this report.

9. Technology Absorption:

No new technology was absorbed during the year 2009-10.

10. Foreign Exchange earnings and outgo:

By producing fertilizers, of which the country is a net importer, there has been savings of valuable foreign exchange to the National exchequer. Foreign exchange earnings and outgo is noted under Schedule 18 (Note 7(C)(ii), 7(E), 7(F) and 10) of the Annual Report and Accounts.

11 . Capital Projects:

During the year, as part of energy saving efforts, the Crystallizer pit pump drive in Urea Plant was changed over from motor to steam turbine by utilizing the steam let down through the system.

As reported last year, per the Government of India policy, all naphtha based fertilizer plants were required to convert to natural gas as feedstock by March 201 0. Your Company has already signed an agreement with Gas Authority of India Ltd. (GAIL) for supply and transportation of gas by December 2012. Based on the Basic Engineering Design package supplied by M/s. Kellogg Brown & Root, U.S.A., all actions have been taken for procurement of new equipment as well as modification of existing equipment. Meanwhile, Government of India has as of March 201 0, the existing policy and consequently the deadline for conversion of Naphtha based Plants to Gas has been extended until further advice. All the modifications required for feedstock conversion from naphtha to natural gas are planned to be completed by April, 2011.

12. Environment & Safety:

The Companys Fertiliser Plant continues to be a Zero Effluent Plant since 1990 and the man-made green belt around the Complex continues to flourish and attract a variety of wild life.

The Company continues to give thrust to the safety initiatives across all functions including contract workers.

An offsite emergency mock drill of simulated ammonia leakage was organized by the South Goa District Administration on November 13, 2009. This drill was witnessed by Brigadier (Dr.) B.K. Khanna, Director, National Disaster Management Authority (NDMA) and Mr. Trivedi, Deputy Director, National Disaster Management Institute (NDMI). During the review meeting, NDMA Director, Brigadier (Dr.) Khanna, appreciated the Company and South Goa District Administration for conducting one of the best drills he has witnessed in the country.

13. Personnel:

There has been continuous focus on building human resources through enhancing competencies, commitments & culture building to facilitate the alignment of human capital with organizational goals. An ongoing system of reviews & feedback to enhance the engagement of people with the organization is maintained.

Particulars of employees to be furnished under Section 217 (2A) of the Companies Act, 1956 and the rules framed thereunder, are annexed to this Report as Annexure B.

14. Subsidiary Companies:

In accordance with Accounting Standard 21, Consolidated Financial Statements presented by the Company include the financial information of its subsidiaries. The Company has received approval of the Central Government u/s 212(8) of the Companies Act, 1956 exempting the Company from the purview of section 21 2(8) of the Act. Therefore the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and the

Auditors of the Subsidiary Companies are not attached.

The Company will make available these documents/ details upon request to any member of the Company interested in receiving this information. The Annual Accounts of the Subsidiary Companies will also be kept for inspection by any investor at the Registered Office of the Company and Subsidiaries.

Effective 9lh August, 2009 Globex Ltd. became wholly owned subsidiary of the Company and effective 29th January, 2010 Zuari Fertilisers & Chemicals Limited, became wholly owned subsidiary of the Company. On 1 0lh September, 2009 Zuari Investments Limited, a subsidiary of the Company acquired 100% equity stake in Zuari Holdings Ltd. making it a wholly owned subsidiary.

A brief review of subsidiaries and joint ventures of the Company is given herebelow:-

Subsidiories :

a. Globex Ltd. :

Globex Ltd., an offshore subsidiary Company, was established at Jebel Ali Free Zone on 9lh August, 2009. The Company was established with a view to carry out General Trading in fertilizers and commodities and investment in properties/Companies, property development etc.

b. Gulbarga Cement Limited (GCL) :

Gulbarga Cement Limited, a wholly owned subsidiary of the Company owns limestone Mining Lease of 989.89 hectares at Ferozabad in Gulbarga District of Karnataka.

The Company, has received clearance from the Ministry of Environment & Forests, for setting up Cement Plant of 3.23 million tonnes per annum and Coal Based Power Plant (50 MW) in Gulbarga, District of Karnataka.

The Company is in the process of acquiring the land for setting up Cement Plant and obtaining various other approvals for the same.

c. Indian Furniture Products Limited (IFPL):

IFPL, a wholly owned subsidiary of the Company, is engaged in manufacturing of Ready-To-Assemble (RTA) furniture of international quality through its state-of-the- art plant at Kakkalur near Chennai. The Plant is highly automated and is CNC (Computer Numeric Control) operated. The factory has a floor area of 225,000 sq.ft. and has capacity to produce 200,000 units of furniture annually. The company has been awarded with ISO 9001:2000 by TUV Suddeutschland accredited by TUV, Germany.

The Company has achieved a turnover of Rs. 100 crores during the current financial year. The mass distribution channel under Zuari brand has grown by 10% as there was some decline in the institutional segment business.

The company has undertaken debottlenecking operations in the plant and has invested about Rs. 1 .5 crores in setting up a new line in the factory. An aggressive growth plan has also been worked out and the showrooms have been spruced up. The impact of ali these will be visible during the next financial year.

d. Simon India Limited (SIL) :

SIL, a wholly owned subsidiary of your Company, is engaged in Engineering Procurement and Construction (EPC) activities and has achieved a turnover of Rs. 269.83 crores during the current financial year. SIL has an order book of Rs. 1 90.86 crores and is currently executing several major projects in India and overseas.

The major Projects under execution are as follows:

1. Ammonia abatement & Flare System Project for SABIC in Saudi Arabia

2. Gypsum storage and handling Project for Paradeep Phosphates Limited, Orissa.

3. Dewatering Project for Hindustan Zinc at Bhilwara.

SIL is also bidding for several other projects in India and overseas.

e. Zuari Developers Limited (ZDL):

Zuari Developers Limited (ZDL), a wholly owned subsidiary of your Company is engaged in the business of real estate. ZDL, is currently, in the process of development of approx. 73 acres of land at Hulikeri, Srirangapatnam Taluk, Mandya District, Karnataka for Companys Zuari Garden City Project.

f. Zuari Fertilisers & Chemicals Limited (ZFCL) :

Zuari Fertilisers & Chemicals Limited (ZFCL) is a wholly owned subsidiary of your Company.

The Company has received Karnataka High Level Clearance Committee approval for setting up 11.55 lakhs MTPA of Urea manufacturing plant at Biranhali Village, Hukkeri Taluka in Belgaum District of Karnataka.

The Company is in the process of obtaining various approvals from State and Central Government for the same.

g. Zuari Infrastructure and Developers Limited (ZIDL):

Zuari Infrastructure and Developers Limited (ZIDL), is a wholly owned subsidiary of the Company was incorporated with an objective to set up and develop Special Economic Zone (SEZ) for Information Technology (IT) and Information Technology Enabled Services (ITES). The Company also proposes to enter into the business of Real Estate and the other related services.

h. Zuari Investments Limited :

Zuari Investments Limited, a subsidiary of the Company, is a member of both National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for equity as well as Future

& Option (F&O) segment. It is a depository participant with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). Besides being empanelled with Association of Mutual Fund of India (AMFI) for distribution of Mutual Fund products, the company is also a member of Over the Counter Exchange of India (OTCEI] and a Category-ll Registrar and Share Transfer Agent registered with Securities and Exchange Board of India (SEBI). The Company has corporate office in Delhi and 17 branches in different parts of India.

Zuari Investments Limited has four wholly owned subsidiaries i.e.

i. Zuari Insurance Brokers Ltd. (previously Zuari Chambal Insurance Brokers Ltd.) :

The name of the company was changed from Zuari Chambal Insurance Brokers Limited to Zuari Insurance Brokers Limited on 21-10-2009. The Company is on insurance Regulatory and Development Authority (IRDA) licensed Direct Broker for Life and Non-life segment. ii. Zuari Commodity Trading Ltd. :

The Company has become a member of National Commodity Derivative Exchange Limited (NCDEX) and Multi Commodity Exchange Limited (MCX). The activation of trading could not be done as the MCX required on approval from Foreign Investment Promotion Board (FIPB) which is under process.

iii. Zuari Financial Services Ltd. :

The Company has submitted requisite papers to Reserve Bank of India (RBI) for registration as Non Banking Finance Company (NBFC). The registration has not yet been received.

iv Zuari Holdings Limited :

A wholly owned subsidiary was incorporated on 10th September 2009 for making the strategic investments.

With these services Zuari investments Limited would be offering complete bouquet of financial services and will become one stop shop for Stock Broking, Depository Services, Investment Advisory Services, Insurance Broking Services and Commodity Broking Services and is fully poised to become a significant player in the capital market.

i. Zuari Seeds Limited (ZSL) :

Zuari Seeds Limited, a wholly owned subsidiary of the Company, is engaged in R&D, production and marketing of hybrid seeds. The Company has achieved a turnover of Rs. 35.59 crores during the current financial year.

The Company continues to focus on providing superior quality hybrid seeds to the farming community. The Companys seeds are also exported to Bangladesh and other neighboring countries.

The company has achieved a milestone development in

signing the technology sharing agreement with Monsanto India Ltd for BGII cotton. Out of the total Hybrid cotton seed market in India the BGII technology based hybrids have almost 95% of the market share.

Two new Maize high value segment hybrids developed by the Company are showing encouraging results in the states of Karnataka and Maharashtra. Three Okra Hybrids are showing promising results in resistance to the YVMVirus. A High value Tomato Hybrid -Shivani was also launched during the year.

15. Joint Ventures:

a. Zuari Maroc Phosphates Limited (ZMPL) :

Zuari Maroc Phosphates Limited (ZMPL), a 50:50 joint venture with Maroc Phosphore S.A., Morocco, was established as Special Purpose Vehicle (SPV) for acquisition of Paradeep Phosphates Limited (PPL). At present, the Company is holding 80.45% of the equity stake in PPL.

PPLs sales and operating revenue including subsidy and other income for the year 2009-10 was Rs. 3151.1 4 crores as compared to the previous year Rs. 5609.74 crores.

PPL continues to increase its market share in its marketing areas. The sale of own fertilizers and traded fertilizers for the year 2009-1 0 was 1 2,34,963 MT and 2,23,837 MT respectively.

b. Zuari Indian Oiltanking Limited (ZIOL) :

Zuari Indian Oiltanking Limited (ZIOL) a 50:50 joint venture between Zuari Industries Limited and Indian Oiltanking Limited (IOTL) has state-of-the-art terminalling facility for petroleum products namely Naphtha, Motor Spirit, High Speed Diesel & Superior Kerosene. The Terminal at Goa with 71000KL tankage is situated 85 M above sea level with a 14 KM long piggable pipeline from Mormugao Harbour, Goa.

The Company provides terminalling services to Zuari Industries Limited, Hindustan Petroleum and Bharat Petroleum.

In the year 2009-10, the terminal has achieved a throughput of 6,25,007 KL @15 degree.

c. Zuari Rotem Speciality Fertilisers Limited (ZRSFL) :

Zuari Rotem Speciality Fertilisers Limited (ZRSFL) is a 50:50 joint venture with Rotem Amfert Negev Limited (Rotem), Israel.

The Company was incorporated with the objective to produce Water Soluble Fertilizers (WSF) and market it in the marketing of Zuari Industries Limited and other areas in India by using the strong marketing and dealer network of Zuari Industries Limited. The plant has capacity to produce up to 24,000 MT of WSF per annum at Baramati in Maharashtra.

Initially, the plant will manufacture one WSF grade, namely 19:19:19 i.e. PURNA 1 9 Subsequently, the plant

will produce other grades to meet market requirement. The construction of plant is completed and the plant was commissioned on 27th March 2010.

During the year 2009-10 ZRSFL has undertaken trading activity of importing and marketing of WSF. The turnover for the year was approx. Rs 23 crore.

16. Corporate Governance:

The Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement. The Report on Corporate Governance pursuant to Clause 49 of the Listing Agreement is enclosed as Annexure C The Auditors Certificate on Compliance of conditions of Corporate Governance is enclosed as Annexure D, Declaration of Managing Director as Annexure E and the Management Discussion & Analysis as Annexure F.

1 7. Corporate Social Responsibility:

A. Care for Stakeholder

a. Customers : Being responsible corporate citizen, Zuari is engaged in the various farmer education activities like farmer meetings, training programs, visits to research stations, crops seminars, etc. During the year 2009-10, Zuari organized 318 visits of farmers to research stations and 143 crop seminars.

b. Employees: The Company has a structured schedule for various training programs that are conducted to upgrade employees professional skills within the company and by nominating them to outside programs conducted by reputed institutions.

B. Ethical Functioning

As a responsible corporate, the Company provides quality products to the farmers and is conscious about its responsibilities to provide modern extension services to our farmers including balanced use of fertilizers and other agri inputs. The Company advertises the Maximum Retail Prices of its various fertilizers through leading newspapers to create awareness amongst the dealers and farmers.

C. Respect for Workers right and welfare :

Zuari has established a comfortable work environment and complies with laws, regulations and ethics relating to employment and labour, has a healthy respect for workers, gives high priority to the employee welfare measures.

The company employees have full freedom of association and have right of collective bargaining. The Company prohibits child labour and forced labour and has an effective redressal system. Every employee has been provided with access to training and development for improving skills required for career advancement.

D. Respect for human rights:

Zuari respects individual human rights and does not discriminate against individuals based on race, colour,

religion, caste, sex, social status and physical or mental disability. The Company takes active steps to ensure no infringement of human rights.

E. Respect for Environment :

The Companys plant at Zuarinagar is a zero effluent plant since 1990 with good habitation of wild life in the green belt created by the Company.

The Company maintains the median plantation besides garbage collection at four lane highway between Dabolim Airport and BITS Pilani - K K Birla Goa Campus at Zuarinagar covering distance of five kilometers.

F. Activities for Social and Inclusive development :

a. Animal health camps : Under Customer Relationship Management Program (CRM) "Jaikisaan Sangam", the company organizes veterinary health camps in villages in collaboration with doctors from local Veterinary Department. On an average around 100- 150 animals ore treated in a camp. In 2009-10, the company organized 198 animal health camps in its marketing territory.

b. Family health camps : The Company organizes family and childrens health check up camps in villages covered under Jaikisaan Sangam program. During such camps, selected medicines are provided free ot cost to the needy people. In 2009-10, the company organized 71 family / children health camps in different parts of its marketing territory.

c. Jaikisaan Krishi Samrat Award : With a view to encourage farmers to modernize their agriculture, Zuari has instituted "Jaikisaan Krishi Samrat award". The award is presented to outstanding farmer for his contribution to farming community at large. The award comprises a citation, a shield and a cash prize of Rs.50,000. The award for the year 2009-10 was presented to a progressive farmer, Shri Shivanna Chowdihal from Bijapur district of Karnataka for his outstanding work in promoting horticultural crops in northern Karnataka.

d. Telephone help line "Hello Jaikisaan" : For farmers of Maharashtra and Karnataka, the Company is operating a help line service "Hello Jaikisaan". Farmer from any corner of the state can dial the respective help line number and seek the answer to his agri-related problem. During the year 2009-10, 12218 farmers from Maharashtra and 4726 farmers from Karnataka availed the benefit of the help-line service of the company.

e. Relief to Flood affected farmers : Incessant rain in the first week of October, 2009 had caused unprecedented damage to life and property in six districts of northern Karnataka. Zuari provided relief in the form of food packets to the three worst affected villages of Bagaikot district. Zuari has extended its helping hand to the

flood victims of Cancicona taluka of Goa, in September, 2009. Over twenty two tonnes of high yielding paddy seed wos provided to about 850 families of the block during Rabi 2009-10 seasons.

f. Rural sports : To inculcate competitive spirit among the youth in rural areas, Zuari sponsors several sports activities in rural areas. During the year 2009-10, company sponsored 7 Wrestling Competitions, 3 Bullock Cart Races, 1 Cycle Race, 3 Bullock Stone Pulling competitions, 1 Volleyball Competition and 1 Cricket Tournament in various parts of marketing territory.

g. Schools : The Company endeavours to augment facilities for quality education in the surrounding schools at Zuarinagar. In line with the same, the Company, recently, has developed the play ground for the Government High School at Zuarinagar..

h. Traffic sign boards and road signage : Company has supplied 220 sign boards which are displayed on important roads and by lanes with a view to facilitate traffic in Vasco town.

i. Potable water : Potable water is being supplied through 25 public taps to around 1000 residents of three villages in the vicinity of Companys Complex.

j. Scholarships : The company has instituted two annual scholarships, one each for degree course in Engineering and Agriculture. Each scholarship is of Rs. 1 2,000/- per annum, covering full duration of degree course. Zuari also awards four scholarships for two year Higher Secondary course to the toppers in SSC from four neighbouring high schools of Velsao, Cansaulim, Sancoale and Zuarinagar, at Goa, under this scheme. Each scholarship is of Rs.2,500/- per annum.

k. Municipal Childrens Park, Vasco : The Company undertook renovation work of Municipal Childrens Park in Vasco town recently. To facilitate water supply to the garden, overhead tank of 2000 litre capacity is also provided. A Balwadi school inside the Park is also given a face lift.

G. Dissemination of Information on CSR :

Company is flashing information on CSR and allied activities on its website (http://zuari.in) regularly.

18. Directors Responsibility Statement:

Your Directors hereby report:

i. that in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relative to material departures;

ii. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the profit and loss account for the period ended 31s1 March, 2010;

iii. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the directors have prepared the annual accounts on a going concern basis.

19. Acknowledgements :

Your Directors wish to place on record their appreciation of the dedication, commitment and contribution of every employee of the Company.



For and on behalf of the Board

New Delhi S. K. PODDAR

8lh May, 2010 Chairman

 
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