Mar 31, 2016
b. Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of Rs. 100/- per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Note 1. Borrowings from RBL Bank Limited is secured by way of hypothecation on receivables of the project at "Zandu Sigma Estates", 70 Gokhele Road, Dadar, Mumbai 400025 coupled with the corporate guarantee by the related party. Repaid on 16th October, 2015.
Note 2. Following the accounting policies for revenue recognition, the Company has recognised revenue attributable to 3270 sq.ft. carpet area in relation to the project at 70 Gokhele Road, Mumbai 400025 and as such the proportionate Revaluation Reserve amounting to Rs.7,36,91,109/- has been transferred to Statement of Profit and Loss.
Note 3. Contingent Liabilities not provided for in respect of:
Disputed Direct Taxes of Rs.42,70,869/- (Rs.42,40,427/-) net of advances.
Note 4. The Company operates in a single Business Segment i.e. Real Estate Development.
Note 5. Previous year''s figures have been rearranged or regrouped wherever necessary.
Mar 31, 2015
A. Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of
Rs.100/- per share. Each holder of equity shares is entitled to one vote
per share. In the event of liquidation of the Company, the holders of
equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The
distribution will be in proportion to the number of equity shares held
by the shareholders.
B. Details of shareholders holding more than 5% shares in company
However, the Company has an option to redeem these debentures before
the redemption period.
# 12,80,000 Preference Shares are redeemable at a premium of Rs.500/- per
share; out of which 3,50,000 Nos on 27th March, 2025, 2,00,000 Nos on
12th August, 2025 and 4,80,000 Nos on 20th January, 2026 and 2,50,000
Nos on 31st July, 2026 . However, the Company has an option to redeem
these Preference Share before the redemption period.
Following the accounting policies for revenue recognition, the
Company has recognised revenue attributed to 35,755 sq.ft. carpet area
in relation to the project at 70 Gokhale Road, Mumbai 400025 and as
such the proportionate Revaluation Reserve amounting to Rs.
80,57,57,065/- has been transfered to Statement of Profit and Loss.
i) List of related parties where control exists and related parties
with whom transctions have taken place and relationships:
Name of Related Party Relationship
Emami Rainbow Niketan Private Limited Investing Entity to which the
Company is an Associate
ii) Key Managerial Personnel & Other Directors:
a) Key Managerial Personnel
1. Sandeep Jhunjhunwala Director and Manager
2. Anand R. Mundra (upto 30.03.2015) CEO (Commercial) & Company
Secretary
b) Other Directors:
1. Abhijit Datta Non-Executive Chairman (Independent)
2. Hari Mohan Marda Independent Director
3. Karabi Sengupta
(w.e.f 31.03.2015) Independent Director
4. Aditya Poddar Independent Director
CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF
Disputed Direct Taxes of Rs.42,40,427/- net of advances.
Borrowings from The Ratnakar Bank Limited is secured by way of
hypothecation on receivables of the project at "Zandu Sigma Estates",
70 Gokhale Road, Dadar, Mumbai - 400 025 coupled with the corporate
guarantee by the third party. Repayment at the end of one year from
date of first disbursement i. e. 16th October, 2014.
The Board of Directors of the Company had decided not to proceed
further with the proposal of amalgamation of M/S Emami Realty Limited
with the Company and accordingly all proceedings in connection
therewith have been withdrawn.
The Company operates in a single Business Segment i.e. Real Estate
Development.
Previous year's figures have been rearranged or regrouped wherever
necessary.
Mar 31, 2014
1. Rights attached to Equity Shares
The Company has only one class of equity shares having a par value of
''100/- per share. Each holder of equity shares is entitled to one vote
per share. In the event of liquidation of the Company, the holders of
equity shares will be entitled to receive remaining assets of the
Company, after distribution of all preferential amounts. The
distribution will be in proportion to the number of equity shares held
by the shareholders.
2. RELATED PARTY DISCLOSURES
As per Accounting Standard 18, the disclosures of transactions with the
related parties are given below :
i) List of related parties where control exists and related parties
with whom transctions have taken place and their relationships :
Emami Rainbow Niketan Private Limited Associate (35.51%)
Emami Realty Limited Holding Company of Emami
Rainbow Niketan Pvt. Ltd.
(upto 24.08.2012)
ii) Key Management Personnel Shri Sandeep Jhunjhunwala
During the year under review, the Board of Directors in their meeting
held on 8th July 2013 accorded their approval to the Scheme of
Amalgamation of Emami Realty Limited (ERL) with the Company ("the
Scheme") under the Companies Act, 1956 w.e.f. 1st April 2013, being the
Appointed Date. The Scheme was filed with the BSE Limited (BSE), being
the Designated Stock Exchange and National Stock Exchange of India
Limited (NSE) seeking in-principle approval under Clause 24(f) of the
Listing Agreement. BSE vide letter August 5, 2013 and NSE vide letter
dated August 19, 2013, both addressed to Securities and Exchange Board
of India (''SEBI'') have accorded their ''no-objection'' to the said
Scheme. Thereafter, vide Letter dated May 2, 2014, BSE has conveyed
that the Exchange is unable to grant its "no-objection" to the Scheme
in view of the observations made by SEBI. The Company is taking
appropriate actions in the matter. Therefore, no effect of the Scheme
has been given in these accounts.
3 Contingent Liabilities not provided for in respect of :
Disputed Direct Taxes of '' 42,40,427/- net of advances.
4 The Company operates in a single Business Segment i.e. Real Estate
Development.
5 Previous year''s figures have been rearranged or regrouped wherever
necessary.
Mar 31, 2013
1.1 RELATED PARTY DISCLOSURES
As per Accounting Standard 18, the disclosure of transactions with the
related parties are given below :
i) List of related parties where control exists and related parties
with whom transctions have taken place and relationships :
Emami Rainbow Niketan Private Limited Associate (35.51 %)
Emami Realty Limited Holding Company of Emami Rainbow Niketan Private
Limited
(upto 24.08.2012)
Emami Infrastructure Limited Holding Company of Emami Realty Limited
Holding Company of Emami Rainbow Niketan Private Limited (w.e.f.
25.08.2012)
ii) Key Management Personnel Shri Mohan Goenka (upto 29.05.2012)
Shri Harsh Vardhan Agarwal (upto 29.05.2012)
Shri Sandeep Jhunihunwala (wef 09.11.2012)
1.2 Contingent Liabilities not provided for in respect of -
Income Taxes-Rs. 29,33,630/-
1.3 The Company operates in a single business segment i.e. Real Estate
Development.
1.4 Previous year''s figures have been rearranged or regrouped wherever
necessary.
Mar 31, 2012
1.1 The Company has entered into Development Agreement dated 9th
September, 2011 as modified by Supplemental Agreements dated 31st
March, 2012 with M/s Sheth Corp Pvt. Ltd. for construction of
Industrial Building(s) on its land situated at 70, Go hale Road
(South), Dadar, Mumbai - 400 025. The Company has received a sum ofRs. 70
Crores as non-refundable premium which has been recognized as an income
in Statement of Profit and Loss.
1.2 An amount of Rs. 1,16,48,88,052/- has been transferred from
Revaluation Reserve to General Reserve in proportion of the area
allocated to M/s Sheth Corp Pvt. Ltd. in relation to the total area as
per the terms of the said Development Agreements. Accordingly,
provision for taxation has been made in accordance with the provisions
of the Income Tax Act, 1961.
1.3 The Company has only one Reportable Business Segment i.e. "Real
Estate".
Mar 31, 2011
1 The Company has only one Reportable Business Segment i.e. "Real
Estate".
2 Land with structures situated at 70, Gokhale Road (South), Dadar,
Mumbai - 400 025 held as Fixed Assets has been revalued at Fair Market
Value based on Valuation made by an independent registered valuer as on
31st March, 2011 at Rs. 251 Crores. The resulting difference amounting
to Rs. 244.98 Crores has been transferred to Capital Reserve
(Revaluation Reserve). The aforesaid land with structures has since
been converted to Inventory at the said Fair Market Value for
commercial exploitation.
3 Related Party Disclosures
A) Names of related parties and description of relationship:
(a) Related Parties where control exists:
(i) Holding Company
Emami Limited (w.e.f. 3rd November, 2008 to 1st December, 2009 )
Emami Infrastructure Limited (from 2nd December, 2009 to 4th February,
2010)
(b) Key Management Personnel
i) Shri Mohan Goenka (w.e.f. 1st April, 2010)
ii) Shri Harsh Vardhan Agarwal (w.e.f. 1st April, 2010)
4 Previous year's figures have been rearranged or regrouped wherever
necessary.
Mar 31, 2010
1 During the year 2008-09, Emami Limited alongwith Persons Acting in
Concert (PACs) acquired equity stake in the Company through purchase of
shares from erstwhile promoters / their family members, market purchase
and under open offer in compliance with Regulation 10 and 12 of SEBI (
Substantial Acquisition of shares and Takeovers) Regulations 1997.
The total shareholding of Emami and PACs after completion of aforesaid
transaction,was 5,67,167 shares representing 70.33% of equity share
capital and consequently, on 3rd November, 2008 Emami became the
holding Company. In terms of the Scheme ( Referred to in note no.2
below), becoming effective i.e. on 2nd December, 2009, the Company
ceased to be a subsidiary of Emami Limited and became a subsidiary of
Emami Infrastructure Limited (EIL). However, pursuant to sale of
partial holding by EIL, the Company ceased to be a subsidiary company
of EIL as on 4th February, 2010.
2 a) In terms of the Scheme of Arrangement (hereinafter referred as
"the Scheme") pursuant to provisions of sections 391
to 394 of the Companies Act, 1956, as approved by the shareholders of
the Company in the court convened meeting held on 11th September, 2009
and sanctioned by the Honourable High Court, Calcutta vide its order
dated 17th November, 2009, Zandu FMCG undertaking (undertaking engaged
in the Companys core business of manufacturing and dealing in
ayurvedic and medicinal preparations as a going concern together with
all assets, properties, liabilities, duties and obligations,) was
demerged into Emami Limited (Emami) with effect from the appointed date
i.e. 5th November, 2008. The aforesaid scheme was effective from 2nd
December, 2009, being the date of filing of the certified copy of the
Order of the Honble High Court, Calcutta with the Registrar of
Companies, West Bengal.
b) In accordance with the said Scheme:
i) Zandu FMCG undertaking, together with all the assets and liabilities
pertaining to this undertaking was demerged from the Company and
transferred to and was vested in Emami, on a going concern basis. All
the assets and liabilities pertaining to this undertaking includes all
assets, properties, whatsoever nature, wheresoever situated, trade
marks, brands, goodwill, designs, copy rights, patents and all other
intellectual rights and properties, all relevant permits, quotas,
rights.etc, all relevant records, all present and future liabilities,
obligations and duties (including contingent liabilities and specified
liabilities) which related to and arose out of the activities or
operations and necessary for the said Undertaking, investments and
loans and advances pertaining to Zandu Chemicals Limited, all employees
of Zandu in any way associated with the said Undertaking; but did not
include assets, properties, liabilities, business and employees of
Zandu Non-core Undertaking.
ii) The Company retained the "Zandu Non Core Undertaking". "Zandu
Non-core Undertaking" means assets, properties and liabilities
forming part of its non-core business i.e. other than that comprised
in Zandu FMCG Undertaking, which can be commercially exploited and
gainfully employed in the business of real estate and includes without
limitation, the land and immovable properties of ZANDU at Gokhale Road
(South) Dadar, Mumbai - 400 025 in the State of Maharashtra, all
investments of ZANDU (other than those in ZANDUs subsidiary i.e.
Zandu Chemicals Limited), loans and advances granted by ZANDU to bodies
corporate (other than ZANDUs subsidiary i.e. Zandu Chemicals Limited),
and also liabilities pertaining to dividend, income tax and employees
of ZANDU other than those related to ZANDU FMCG Undertaking.
*Pursuant to compliance of provision of Section 101,102 and 103 of
Companies Act, 1956, the Honourable High Court, Calcutta vide its
order dated 2nd February, 2010 sanctioned the reduction in Capital
Redemption Reserve Account of the Company. The copy of the order was
filed with the Registrar of Companies, West Bengal on 29th March, 2010.
iv) The amounts of revenue and expenses in respect of the ordinary
activities attributable to the discontinuing operations (Zandu FMCG
Undertaking) are as under:
3 The Companys name changed to "Zandu Realty Limited" pursuant to receipt
of Fresh Certificate of Incorporation consequent upon change of name on
18th January, 2010 from Deputy Registrar of Companies,West Bengal. The
Company is in the process of transferring its investments and the bank
accounts in the name of Zandu Realty Limited.
Notes:
1. Business segments
The Company has considered business segments as the primary segment for
disclosure. Segments have been identified and reported taking into account
the organisational structure as well as the differing risks and returns of
these segments.
The Company had two reportable business segments viz Pharmaceuticals (FMCG )
for the period from 1st April 2008 to 4th November 2008 and Real Estate
segment with effect from 5th November 2008. The FMCG business
has been discontinued by the Company with effect from 5th November 2008,
consequent to the FMCG Undertaking being demerged and vested into Emami
pursuant to the Scheme of Arrangement (Refer note no 2 above). Thus, with
effect from 5th November, 2008, being the appointed date as per the Scheme,
the Company has only one reportable business segment i.e. "Real Estate".
The Company is exploring various business opportunities in the Real Estate
Business and will commence its revenue operations from Real Estate Business
thereafter. Pharmaceuticals segment comprised of business of manufacturing
and dealing in ayurvedic and medicinal preparations.
3 Secondary segments:
The Group operates in a single geography and has one reportable
geographical segment.
4. Current years figures are not comparable with those of the
previous year, for the reasons as explained in the note 1 and note 2(c)
above.
5. Previous years figures have been regrouped whereever necessary, to
correspond with the figures of the current year.
6 Post Employment and other Long Term Benefits
(i) Defined contribution plans
a) The Company made contributions towards provident fund and
superannuation fund to a defined contribution retirement benefit plan
for qualifying employees. The provident fund contributions were made to
Government administered Employees Provident Fund except in case of few
eligible employees referred to in the para (b) below. Both the
employees and the Company has made monthly contributions to the
Provident Fund Plan equal to a specified percentage of the covered
employees salary. The superannuation fund was administered by the Life
Insurance Corporation of India (LIC). Under the plan, the Company was
required to contribute a specified amount to the retirement benefit
plan to fund the benefits.
b) Few eligible employees used to receive benefits from Zandu Employees
Provident Fund Trust which was a defined contribution plan. Both the
employees and the Company has made monthly contributions to the
Provident Fund Plan equal to a specified percentage of the covered
employees salary. The Company has paid a part of the contributions to
the Trust. The remaining portion is contributed to the Government
administered Employees Pension Fund. The interest rate payable by the
Trust to the beneficiaries every year was being notified by the
government. The Company had an obligation to make good the short fall,
if any, between the return from the investments of the trust and the
notified interest rate.
c) The Company recognised Rs. Nil (Previous year Rs.40,89,433) for
provident fund contributions and Rs. Nil (Previous year Rs.11,16,090 )
for superannuation contribution in the Profit and Loss Account.
The Company had recognised Rs.Nil (Previous year Rs.7,36,204 ) on
account of compensated absence in the Profit and Loss Account.
(ii)Defined benefit plan
The Company made annual contributions to the Zandu Pharmaceutical
Works Limited Employees Group Gratuity Scheme of the LIC, a funded
defined benefit plan for qualifying employees. The scheme was providing
for payment to vested employees as under:
a) On Normal retirement/ early retirement/ withdrawal/resignation:
As per the provisions of Payment of Gratuity Act, 1972 with vesting
period of 5 years of service.
b) On death in service:
As per the provisions of Payment of Gratuity Act, 1972 without any
vesting period.
The actuarial valuation of plan assets and the present value of the
defined benefit obligation for gratuity were carried out at 31st March,
2009 by an actuary. The present value of the defined benefit obligations
and the related current service cost and past service cost, were
measured using the Projected Unit Credit Method.
The following table sets out the status of the gratuity plan and the
amounts recognised in the Companys financial statements as at 31st
March, 2010.
7 Related Party Disclosures
A) Names of related parties and description of relationship:
(a) Related Parties where control exists:
(i) Holding Company
Emami Limited (w.e.f. 3rd November, 2008 to 1st December, 2009 )
Emami Infrastructure Limited (from 2nd December, 2009 to 4th February,
2010)
(ii) Subsidiary
Zandu Chemicals Limited (Upto 4th November, 2008)
(b) Other parties with whom transactions have taken place during the
year
(i) Associates
Leopard Investments Limited (Upto 17th February, 2009) Zandu Exports
Limited (Upto 17th February, 2009)
(ii) Key Management Personnel
Mr. G.G.Parikh ( Upto 31st March, 2009)
Mr. D.M.Parikh ( Upto 4th November, 2008)
(iii) Relatives of Key Management Personnel (KMP)
Mr.R.S.Agarwal (non executive promoter director) ( w.e.f. 5th November,
2008)
Mr.R.S.Goenka (non executive promoter director) ( w.e.f. 5th November,
2008)
Mr.H.M.Parikh (upto 4th November, 2008)
Mr. B.G.Parikh ( upto 31st March, 2009)
Mr. K.M.Parikh (Upto 4th November, 2008)
Mrs. Bharti GParikh ( upto 31st March, 2009)
Mrs. Kusum D.Parikh (upto 4th November, 2008)
Ms .Binali G. Parikh ( upto 31st March, 2009)
Mr. Binit D. Parikh (upto 4th November, 2008)
Mr. Sachin D. Parikh (upto 4th November, 2008)
(iv) Entities in which Key Management Personnel have control or
significant influence
Vaipa Pharmaceuticals Private Limited (Upto 4th November, 2008)
Nutura Marketing Private Limited (upto 4th November, 2008)
Zandu Foundation for Healthcare
Giri Mercantile Private Limited (upto 31st March, 2009)
Subra Trading Private Limited ( upto 31st March, 2009)
Delta Agro Commodities Private Limited (Upto 4th November, 2008)
Great Equipment and Leasing Company Private Limited (Upto 4th November,
2008)
Emami Limited (w.e.f. 2nd December, 2009 )
8 The information regarding Micro Enterprises and Small Enterprises
has been determined on the basis of information available with the
Company. This has been relied upon by the auditors.
Amount due to vendors under Micro Enterprises and Small Enterprises for
the year ended 31st March, 2010 is Rs. Nil, (Previous year Rs.Nil )
interest paid during the year/ outstanding as at year end Rs. Nil
(Previous year Rs. Nil ). ( Refer schedule no 7 Current Liabilities)
Notes:
1 For the previous year ended 31st March, 2009 the managerial
remuneration included remuneration to the Managing
Director and to an Executive Director upto 4 th November 2008. These
directors, resigned on 4th November 2008.
The erstwhile Managing Director was appointed as an executive director
with effect from 5th November 2008 and he resigned on 29th October, 2009.
Notes:
1) Since the disclosure under turnover is made by the Company on the
basis of 10% of the total value based on class of goods as referred to
in para 3(i) (a) of schedule VI, the items included thereunder are
categorised on that basis, though individually they may be less than
10%.
2) Turnover quantity includes quantity distributed under free schemes.
Turnover value excludes the value of items distributed under free scheme
and samples.
3) Turnover value is including excise duty, net of trade discounts.
NOTES :
1. Installed capacities and product classification,being technical
matters, are as certified by the management and relied upon by the
auditors.
2 Figures for production include samples.
3 Production is at Bulk stage.
4 Production figures include goods manufactured for the Company by
third parties.