To the Members,
Your Directors take pleasure in presenting the 55th (Fifty-Fifth) Annual
Report of the Company together with Statement of Accounts for the financial year ended 31
March 2023.
1. Financial Results and Appropriation:
(H in Lakh)
|
Standalone |
Consolidated |
Particulars |
Current Year 2022-23 |
Previous Year 2021-22 |
Current Year 2022-23 |
Previous Year 2021-22 |
Revenue from Operations |
81,195.52 |
61,042.12 |
95,513.50 |
72,182.74 |
Other Income |
14,917.08 |
21,656.41 |
18,230.62 |
22,540.89 |
Total Income |
96,112.60 |
82,698.53 |
1,13,744.12 |
94,723.63 |
Profit/(loss) for the year before depreciation and taxation |
4,865.90 |
3,087.22 |
(3,832.19) |
(2,669.93) |
Less: Depreciation for the year |
2,386.82 |
2,365.70 |
2,742.09 |
2,271.27 |
Profit/(loss) before tax and share of profit/ (loss) from Associates
and Joint Venture |
2,479.08 |
721.52 |
(6,574.28) |
(4,941.20) |
Less: Tax Expense |
|
|
|
|
Current Tax (Including adjustment of earlier years) |
- |
- |
63.26 |
142.91 |
Deferred Tax Charge |
642.17 |
(808.37) |
799.25 |
(1,120.71) |
Profit/(loss) after tax |
1,836.91 |
1,529.89 |
(7436.79) |
(3,963.40) |
Add: Share in profit/(losses) from Associates and Joint Venture |
- |
- |
37,949.57 |
485.94 |
Profit/(loss) for the year before Minority Interest |
1,836.91 |
1,529.89 |
30,512.78 |
(3,477.46) |
Less: Share of Minority interest in profits/ (losses) |
- |
- |
(115.91) |
105.12 |
Profit/(loss) for the year |
1,836.91 |
1,529.89 |
30,628.69 |
(3,582.58) |
Add: Balance of profit brought forward |
56,588.08 |
55,002.08 |
38,889.92 |
42,235.08 |
Add: Other adjustments |
(13.06) |
(17.98) |
(577.61) |
80.65 |
Add: Reclassification from OCI to retained earnings on disposal of
investments. |
- |
854.90 |
- |
854.90 |
Add: Other comp. income on defined benefit obligation |
21.58 |
102.41 |
55.23 |
185.08 |
Less: Transfer to general reserve |
- |
- |
- |
- |
Less: Dividends paid |
(297.81) |
(883.22) |
(297.81) |
(883.21) |
Balance of profit carried forward |
58,135.70 |
56,588.08 |
68,698.42 |
38,889.92 |
Earnings per share (EPS) |
6.17 |
5.14 |
102.84 |
(12.03) |
A. Dividend
The Board of Directors of the Company at its meeting held on 25 May 2023, recommended
the following:
(i) dividend @ 10% i.e., H 1/- per equity share of the face value of H10/- each on
2,97,81,184 equity shares fully paid up.
(ii) dividend @7% i.e., H0.70/- per 7% - NonConvertible Redeemable Preference Shares of
the face value of H10 each on 59,22,080 shares aggregating to H32,70,935/-.
(iii) dividend @10.5% i.e., H1.05/- per 10.5% - Non-Convertible Redeemable Preference
Shares of the face value of H10 each on 58,52,034 shares aggregating to H48,48,370/-; and
for the Financial Year 2022-23 subject to approval of members at the ensuing Annual
General Meeting of the Company.
The Board has recommended dividend based on the parameters laid down in the Dividend
Distribution Policy and the aforesaid dividend will be paid out of the profits for the
year.
Dividend income is taxable in the hands of the shareholders effective 1 April 2020 and
the Company is required to deduct tax at source from dividend paid to the members at
prescribed rates as per the Income Tax Act, 1961.
B. Transfer to Reserves
During the year, amount transferred to General Reserves is NIL. An amount of H
58,135.70 Lakh is retained as surplus in the Profit and Loss account.
C. Capex
During the year under review, the Company, on a consolidated basis spent H1,749.44 Lakh
on capex.
D. Share Capital
The total paid-up share capital as on 31 March 2023 was following:
Equity/
Preference |
No. of Shares |
Value |
Equity
Shares |
2,97,81,184 Equity shares of H10/- each fully paid-up |
29,78,11,840 |
7% NonConvertible Preference Shares |
59,22,0 8 0 Preference Shares of H10/- each fully paid up |
5,92,20,800 |
10.5% NonConvertible Preference Shares |
5 8,52,03 4 Preference Shares of H10/- each fully paid up |
5,85,20,340 |
Total |
|
(41,55,52,980/- |
2. Review of Operations
A. Sugar Power & Ethanol Division (SPE Division)
During the year under review, your Company crushed 133.30 Lakh Quintals (Previous year
128.09 Lakh Quintals) of sugar cane achieving sugar recovery rate of 9.85% (Previous year
9.43%).
The Company increased the quantity of cane crushed from last year despite a late start
of milling operations for the SS 22-23. The delay in start was mainly on account of
unprecedented rainfall witnessed by the region in the month of October 2022. This not only
led to flooding and inundation of sugarcane fields and waterlogging of cane centers but
also delay in the maturing of sugarcane.
Sugar production stood at 11.61 Lakh Quintals (Previous year 12.08 Lakh Quintals) and
Ethanol production stood at 26502 KL (Previous year 23319 KL). The Company generated
102.25 Mn Units of power during the financial year (Previous year 96.14 Mn Units). A
detailed analysis of the Company's operations, future expectations and business
environment is given in the Management Discussions and Analysis Report which forms an
integral part of this Annual Report.
The Division has also started manufacturing and selling high-grade sugar to pharma and
food processing industries. Management is focused on expanding this high-margin product
line and is working diligently to establish a strong customer base and increase order
pipeline.
The Division also undertook multiple digital initiatives such as launch of Saksham App,
Cut- to-Crush Monitoring, Yard Optimisation tool, etc. in order to efficiently manage the
operations and establish a better outreach to farmers.
B. Real Estate Division
Zuari Rain Forest Project Phase 1:
During the year, the Company sold the balance 9 units of Phase - I of the Zuari Rain
Forest Project in Goa.
The Company recognised revenue of H 1,934.23 Lakhs from sale of units during the year.
With the completion of sales of Phase I, the company has already started planning the
development of Phase - II Zuari Rain Forest.
The Company owns a substantial landbank in Goa. During FY23, the Company sold 20.8
acres of land and still holds 630 acres of land at Sancoale village in South Goa.
3. Research & Development (R&D)
During the year under review, the Company undertook various Research & Development
initiatives as more particularly mentioned in Annexure 'A'.
4. Conservation of Energy / Technology
Absorption / Foreign Exchange earnings and outgo
Particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo as required under Section 134(3)(m) of Companies Act, 2013
("the Act) forms part of this Report as Annexure 'A'.
5. Annual Return
The Annual Return referred to in Section 92(3) of the Companies Act, 2013 ("the
Act) is available on the website of the Company at www.zuariindustries.in and
can be accessed at the following link https://www.
zuariindustries.in/investor-resources.
6. Related Party Transactions
All related party transactions entered during the Financial Year 2022-23, were
undertaken after taking applicable approvals from the Audit Committee, the Board of
Directors and the members, as applicable.
There were no related party transactions that have conflict with the interest of the
Company.
Related Party Transactions Policy of the Company is available on the website at the
following link https://www. zuariindustries.in/corporate-governance. The details of
related party transactions as per Form AOC-2 are enclosed as Annexure 'K'.
7. Particulars of Loans given, Investments made, Guarantees given or Security provided
by the Company
The Company has disclosed the full particulars of the loans given, investments made,
guarantees given and security provided as required under section 186 of the Companies Act,
2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations) in Notes 5A, 5B and
5C forming part of the financial statements.
8. Nomination and Remuneration Policy and Disclosures on Remuneration
The Board on the recommendation of the Nomination and Remuneration Committee has framed
a policy for selection, appointment and remuneration of Directors, Key Managerial
Personnel and employees in the Senior Management. More details of the same including the
composition of the Committee are given in the Report on Corporate Governance enclosed as Annexure
'B' to this report.
The Nomination and Remuneration Policy is displayed on the Company's website at the
following link https://www. zuariindustries.in/corporate-governance.
The disclosures related to employees under Section 197(12) of the Companies Act, 2013
read with Rule 5
(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is enclosed as Annexure 'I' to this Report.
The information required under Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. In terms of
the first proviso to Section 136 of the Act, the Report and Accounts are being sent to the
Members excluding the aforesaid information. Any Members interested in obtaining the same
may write to the Company.
9. Risk Management
Your Company has a well-defined risk management framework in place. Although, the
constitution of Risk Management Committee under Regulation 21 of SEBI Listing Regulations
is not applicable to the Company, your Company has constituted a Risk Management
Committee.
The Risk Management Committee monitors various risks of the Company including the
risks, if any, which may threaten the existence of the Company.
The composition and terms of reference of the Risk Management Committee are given in
the Report on Corporate Governance enclosed as Annexure 'B' to this report.
10. Vigil Mechanism / Whistle Blower Policy
The Company in accordance with the provisions of Section 177(9) of the Companies Act,
2013 and Regulation 22 of SEBI Listing Regulations 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 Vigil Mechanism Whistle Blower Policy
("Policy) which provides for adequate safeguard against victimization of
persons and has a provision for direct access to the Chairperson of the Audit Committee.
The Company has not denied any person from having access to the Chairperson of the Audit
Committee.
11. Corporate Social Responsibility ('CSR')
The Board of Directors has constituted a CSR Committee and approved the CSR Policy.
During the Financial Year 2022-23, a meeting of the Committee was held on 13 August 2022.
The Composition of Committee as at the end of financial year 2022-23 & attendance
of the members at the meetings held during the said financial year are mentioned below:
Name of the member |
Designation |
Nature of Directorship |
No. of meetings attended |
Mr. Sushil Kumar Roongta |
Chairman |
Non-Executive Independent Director |
1 |
Mr. Vijay Vyankatesh Paranjape* |
Member |
Non-Executive Independent Director |
- |
Mrs. Manju Gupta** |
Member |
Non-Executive Independent Director |
- |
Mr. Athar Shahab |
Member |
Managing Director |
1 |
Mr. Alok Saxena** |
Member |
Whole Time Director |
1 |
The Policy is displayed on the Company's website at the following link
https://www.zuariindustries.in/corporate- governance
In compliance with requirements of Section 135 of the Companies Act, 2013, the Company
has laid down a CSR Policy. The Committee also recommends the amount of expenditure to be
incurred on the CSR activities and monitors the CSR Policy of the Company from time to
time.
The detailed report on CSR activities as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed as Annexure 'H' to this report.
12. Directors and Key Managerial Personnel
During the financial year under review, the Nomination and Remuneration Committee
(NRC), considered the appointment of Mr. Suneet Shriniwas Maheshwari as an
Independent Director on the Board after evaluating his skills, knowledge and experience
required. The Board pursuant to the recommendation of the NRC, appointed Mr. Suneet
Shriniwas Maheshwari as an Independent Director of the Company for a period of five
years with effect from 1 July 2022.
In the opinion of the Board, Mr. Suneet Shriniwas Maheshwari possesses
integrity, expertise and experience (including proficiency), required for appointment as
Independent Director.
Subsequently, the members of the Company at the Annual General Meeting held on 28
September 2022, also approved the appointment of Mr. Suneet Shriniwas Maheshwari as
an Independent Director of the Company for the period recommended by the Board.
NRC also considered the appointment of Mr. Alok Saxena as Whole Time Director on
the Board after evaluating his skills, knowledge and experience required. The Board
pursuant to the recommendation of the NRC, appointed Mr. Alok Saxena as Whole Time
Director of the Company for a period of two years with effect from 1 July 2022.
Subsequently, the members of the Company at the Annual General Meeting held on 28
September 2022, also approved the appointment of Mr. Alok Saxena as Whole Time
Director of the Company for the period recommended by the Board.
In accordance with provisions of the Act and the Articles of Association of the
Company, Mrs. Jyotsna Poddar retires by rotation at the forthcoming Annual General
Meeting and is eligible for re-appointment. A brief profile and details of other
Directorships of Mrs. Poddar is given in the Report on Corporate Governance enclosed as Annexure
'B' to this report.
As at the end of the financial year, in terms of Section 149 of the Act and the SEBI
Listing Regulations, Mr. Vijay Vyankatesh Paranjape, Mr. Sushil Kumar Roongta, Mr. Suneet
Shriniwas Maheshwari and Mrs. Manju Gupta were the Independent Directors of the Company.
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI
Listing Regulations. They have also registered themselves in the databank with the
Institute of Corporate Affairs of India as an Independent Director as per Rule 6(1) of the
Companies (Appointment and Qualifications of Directors) Rules, 2014.
The terms and conditions of appointment of the Independent Directors are in compliance
with the provisions of the Act and are placed on the website of the Company at www.zuariindustries.in
In accordance with the provisions of Regulation 25(7) of SEBI Listing Regulations, the
Company organizes familiarization program for Independent Directors as and when required.
Key Managerial Personnel
I n terms of Section 203 of the Act, the Key Managerial Personnel (KMPs) of the Company
during Financial Year 2022-23 were:
Mr. Athar Shahab, Managing Director
Mr. Alok Saxena, Whole Time Director*
Mr. Nishant Dalai, Chief Financial Officer
Mr. Laxman Aggarwal, Company Secretary *Appointed w.e.f. 1 July 2022
13. Performance Evaluation
Pursuant to the provisions of the Section 134, 178 and Schedule IV of the Act and
Regulation 17 of the SEBI Listing Regulations, the following performance evaluations were
carried out:
a) Performance evaluation of the Board, Chairman and Non-Independent Directors by the
Independent Directors;
b) Performance evaluation of the Board, its Committees and Independent Directors by the
Board of Directors; and
c) Performance evaluation of every Director by the Nomination and Remuneration
Committee.
The details of Annual Performance evaluation carried out are given in the Corporate
Governance Report attached as Annexure 'B' to this report.
14. a. Board Meetings
During the year under review, seven (7) meetings of the Board of Directors were held on
25 April 2022, 30 May 2022, 13 August 2022, 14 November 2022, 9 January 2023, 13 February
2023 and 31 March 2023 respectively. The details of the composition of the Board and the
attendance of the Directors at the Board meetings are provided in the enclosed Corporate
Governance Report.
b. Audit Committee
During the year under review, seven (7) meetings of the Audit Committee were held on 30
May 2022, 13 August 2022, 14 November 2022, 6 December 2022, 9 January 2023, 13 February
2023 and 31 March 2023 respectively and all the recommendations of the Audit Committee
were accepted by the Board. The details of the composition of the Audit Committee and
details of committee meetings are given in the enclosed Corporate Governance Report.
15. Fixed Deposits
As reported in the year 2008-09, the Fixed Deposit Scheme of the Company was
discontinued. The Company has not accepted any deposits from the public/members under
Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during
the financial year under review.
The Company was having an unpaid and unclaimed deposit amount of H 1,00,000 at the end
of the financial year.
16. Details of significant and material orders passed by the regulators or courts
There were no significant and material orders passed by the Regulators or Courts or
Tribunals during the year under review impacting the going concern status and the
operations of the Company in future.
The details pertaining to various demand notices from various statutory authorities are
disclosed in Note No.43 of Financial Statements under the heading "Contingent
liabilities.
17. 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.
M/s K. Ramkumar & Co, Chartered Accountants, acted as Internal Auditors of the
Company for the financial year 2022-23.
Along with the Internal Audit Report, the Internal Auditors have also submitted their
opinion on adequacy of Internal Financial Controls over Financial Reporting
("IFCoFR) and operative effectiveness of such control as at 31 March 2023.
During the year under review, the Company continued to implement the suggestions and
recommendations of Internal Auditors to improve the financial control. The findings under
Internal financial control have been discussed by the Audit Committee on an ongoing basis
to improve the efficiency in operations. The scope of internal financial control includes
review of processes for safeguarding the assets of the Company, prevention and detection
of frauds and errors, accuracy and completeness of the accounting records and timely
preparation of reliable financial information.
18. Disclosure Requirement
Your Company has complied with all the mandatory requirements of Schedule V of SEBI
Listing Regulations. The Report on Corporate Governance pursuant to Schedule V of SEBI
Listing Regulations is enclosed as Annexure 'B' to this report. A Certificate on
compliance of Corporate Governance by a Practicing Company Secretary is enclosed as Annexure
'C'. Declaration by the Managing Director is enclosed as Annexure 'D', Certification
of Non-Disqualification of Directors is enclosed as Annexure 'E' and the Management
Discussion and Analysis is enclosed as Annexure 'F' to this report and Secretarial
Audit Report is enclosed as Annexure 'G' to this report.
During the financial year under review, requirement of disclosure with respect to
Business Responsibility and Sustainability Report under the provisions of Regulation
34(2)(f) of the SEBI Listing Regulations is not applicable to the Company.
19. Statutory Auditors
M/s V Sankar Aiyar & Co, Chartered Accountants, Delhi (Firm Registration Number:
109208W) were appointed as Statutory Auditors of the Company for a term of four (4)
consecutive years i.e., from the conclusion of 53rd AGM held in the year 2021
till the conclusion of the 57th AGM of the Company to be held in the year 2025.
The Company had received written consent from the Auditors that the said appointment
was in accordance with the criteria as provided under Section 139 and 141 of the Act and
Rules framed thereunder.
The Standalone & Consolidated Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer made by the Statutory Auditors.
During the year under review, there were no frauds reported by the auditors to the
Audit Committee or the Board under section 143(12) of the Act.
20. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Company appointed Mr. Shivaram Bhat,
Practicing Company Secretary, as Secretarial Auditors, to undertake the Secretarial Audit
of the Company for financial year 2022-2023.
The Report of the Secretarial Auditor for the Financial Year 2022-23 is enclosed as Annexure
'G' to this report.
The Secretarial Audit Report contains the following observations:
a) One day delay in submission of Related Party Transactions disclosure to Stock
Exchanges for the period ended 30 September 2022, as per Regulation 23 of the SEBI Listing
Regulations, 2015. The Company has paid fine of H 5,000/- each to BSE and NSE for delayed
compliance.
b) Attention drawn to the Notes to the financial statements detailing pending creation
/satisfaction of charges during the previous financial years.
Reponses to the abovesaid observations are mentioned below:
a) Due to interpretational issue of date of publication of financial results there was
one day delay in filing the disclosures on Related Party Transactions for the half year
ended 30 September 2022 with the stock exchanges i.e. NSE and BSE in terms of the
requirement of Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Company had clarified the same to the stock exchanges, however
stock exchanges had levied fine for the same and the same was paid.
b) As mentioned in the notes to the financial statements, the Company is in process of
filing the charge creation / satisfaction with the concerned ROC.
Pursuant to Regulation 24A(2) of SEBI Listing Regulations, all listed entities on
annual basis are required to get a check done by Practicing Company Secretary (PCS) on
compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder
and get an Annual Secretarial Compliance Report issued in this regard which is further
required to be submitted to Stock Exchanges within 60 days from the end of the financial
year.
The Company engaged the services of Mr. Shivaram Bhat, Practicing Company Secretary and
Secretarial Auditor of the Company to provide this certification.
Accordingly, the Company has complied with the above said provisions and an Annual
Secretarial Compliance Report has been submitted to the Stock Exchanges within stipulated
time.
21. Disclosure as per Section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)
Act, 2013
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/cases filed/pending with the Company during the financial year under
review.
22. Employees' Stock Option (ESOP) Scheme
The Company has not issued any ESOP to its employees during the year under review.
23. Consolidated Financial Statements under Section 129 of the Companies Act, 2013
The consolidated financial statements of the Company have been prepared in accordance
with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting Standard) (Amendment) Rules, 2016
which forms part of this 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.
In accordance with Section 136 of the Act, the audited financial statements, including
the consolidated financial statements and related information of the Company and audited
accounts of each of its subsidiaries, are available on the website of the Company at
https://www. zuariindustries.in/financial-information
24. Compliance of Secretarial Standards
During the year under review, the Company has complied with the applicable provisions
of Secretarial Standards on meetings of the Board of Directors ("SS-1) and on
General Meetings ("SS-2) issued by the Institute of Company Secretaries of
India in terms of section 118(10) of the Act.
25. Significant events
A. Scheme of Amalgamation of erstwhile Gobind Sugar Mills Limited (GSML' /
'Transferor Company') and Zuari Global Limited (Now known as Zuari Industries
Limited) (ZIL / 'Transferee Company')
As informed in the previous year's Annual report, Hon'ble National Company Law
Tribunal, Delhi and Hon'ble National Company Law Tribunal, Mumbai vide their orders dated
28 March 2022 and 20 April 2022 respectively had approved the Scheme of Amalgamation
("Scheme) between erstwhile Gobind Sugar Mills Limited ("GSML' /
'Transferor Company') and Zuari Global Limited (Now known as "Zuari Industries
Limited) ("ZIL / 'Transferee Company') and their respective shareholders
and creditors thereof (NCLT Orders).
During the year under review, in terms of Clause 5 of the Scheme and in compliance of
the NCLT Order, your Company allotted the shares in discharge of
consideration to the equity shareholders of GSML and whose names appear in the Register
of Members on the Record Date i.e., 13 May 2022 for the equity shareholders of GSML in the
following manner:
a. 100 (One Hundred) equity share(s) of the face value of H 10/- (Rupees Ten) each
credited as fully paid up in the share capital of ZIL for every 285 (Two Hundred and
Eighty-Five) fully paid- up equity share(s) of the face value of H 10/- (Rupees Ten) each
held in GSML;
OR
b. 10,000 (Ten Thousand) 10.5% Non-Convertible Redeemable Preference Shares of the face
value of H 10/- (Rupees Ten) each credited as fully paid up in the share capital of the
ZIL for every 1,006 (One Thousand and Six) fully paid- up equity share(s) of the face
value of H 10/- (Rupees Ten) each held in GSML.
The equity shareholders of GSML were provided the option to take either equity Shares
or 10.5% NonConvertible Redeemable Preference Shares of ZIL as specified above. In
compliance of the NCLT Orders your Company had dispatched the option forms on 17 May 2022
and based on the options availed, the Company allotted the following shares:
3,40,580 equity shares of J 10/- each to following
? 3,36,823 equity shares to the shareholders of GSML who have opted for equity and
holding shares in demat form; and
? 3,757 equity shares to Catalyst Trusteeship Limited, Trustee appointed pursuant
to Scheme of Amalgamation who will hold such equity shares for the benefit of equity
shareholders holding shares in physical form.
58,52,034 - 10.5% Non-Convertible Redeemable Preference Shares (10.5% NCRPS) of J 10/-
each to following
? 23,81,077 preference shares to shareholders who opted for 10.5% NCRPS or who had
not submitted any option form with the Company and holding shares in demat form; and
? 34,70,957 preference shares to Catalyst Trusteeship Limited, Trustee appointed
pursuant to Scheme of Amalgamation who will hold such preference shares for the benefit of
equity shareholders holding shares in physical form.
Also, in terms of Clause 5 of the Scheme and in compliance of the NCLT Order, your
Company has offered the consideration to the 7% NonConvertible Redeemable Preference
Shareholders (7% NCRPS) of GSML whose names appear in the
Register of Members on the Record Date i.e. 13 May 2022 in the following manner:
1 fully paid 7% Non-Convertible Redeemable Preference Share of the face value of H 10/-
each in the share capital of ZIL for every 1 fully paid up 7% Non-Convertible Redeemable
Preference Share of the face value of H 10/- each held in GSML. Accordingly, the Company
allotted 59,22,080 - 7% NCRPS of H 10/- each to the 7% NCRPS holders of GSML.
Accordingly, 59,22,080 - 7% Non-Convertible Redeemable Preference Shares (7% NCRPS) of
H 10/- each were allotted to existing 7% NCRPS holders.
With effect from the Appointed Date i.e. 1 April 2020 and upon the Scheme becoming
effective on 30 April 2022, the entire business and whole of undertaking(s) of GSML shall,
pursuant to the provisions of Sections 230 to 232 and other applicable provisions, if any,
of the Act, and pursuant to the order of NCLT sanctioning the Scheme, without any further
act, deed, matter or thing, together with all properties, assets, rights, liabilities,
benefits and interest therein stand transferred to and vested in and / or deemed to be
transferred to and vested in ZIL, as a going concern.
Change of name
As informed in previous year's Annual report, pursuant to Clause 16 of the Scheme of
Amalgamation, the name of your Company was changed from "Zuari Global Limited
to "Zuari Industries Limited for which the approval from Registrar of
Companies, Goa, was received on 16 June 2022 and the said name change was also approved by
concerned Stock Exchanges of the Company.
The Scheme of Amalgamation, the certified copies of NCLT orders and other relevant
documents in connection with the Amalgamation have been made available on the website of
the Company at https://www.zuariindustries.in/storage/uploads/ blogs/1691139073.pdf
B. Scheme of Amalgamation of Zuari Sugar & Power Limited (ZSPL' / 'Transferor
Company') and Zuari Industries Limited (formerly known as Zuari Global Limited)
(ZIL / 'Transferee Company')
During the year under review, the Board of Directors in its meeting held on 13 February
2023, inter alia, approved the scheme of amalgamation of ZSPL with ZIL and their
respective shareholders and creditors under sections 230 to 232 and other applicable
provisions of the Companies Act, 2013 and rules framed thereunder ("Scheme),
i.e., through National Company Law Tribunal ("NCLT) approval route on account
of following benefits:
1. Greater integration, greater financial strength and flexibility for the amalgamated
entity, which would result in maximizing overall shareholder value and will improve the
competitive position of the combined entity.
2. Improved organizational capability and leadership, arising from the pooling of
resources to compete successfully in an increasingly competitive industry.
3. Strengthening of brand "Zuari leading to a stronger market presence.
4. Greater leverage in operations planning and process optimization and enhanced
flexibility.
5. Cost savings are expected to flow from more focused operational efforts,
rationalization, standardization and simplification of business processes, administration,
finance, accounts, legal, and other related functions, leading to elimination of
duplication and rationalization of administrative expenses.
6. To enable the group to attract and retain talent in a cost-effective manner by
consolidating its operations across geographical locations.
7. Simplification of group structure by eliminating duplication of work, multiple
entities in similar business thus enabling focus on core competencies and achieve group
synergies.
ZSPL is a wholly owned subsidiary of ZIL, therefore, upon this Scheme becoming
effective:
1. no shares of ZIL shall be allotted in lieu or exchange of its holding in ZSPL and
the entire issued, subscribed and paid-up capital of ZSPL shall stand cancelled and the
share certificates, if any, and/or the shares representing the shares held by the ZIL in
ZSPL shall be deemed to be cancelled without any further act or deed.
2. without any further act, instrument or deed, ZSPL shall stand dissolved without
process of winding-up, and the Board of Directors and any committees thereof of the
Transferor Company shall without any further act, instrument or deed be and stand
dissolved on the terms and conditions mentioned in the aforesaid Scheme.
The Appointed Date for the Scheme is 1 April 2022 or such other date as the NCLT,
Mumbai Bench may direct / fix.
Your Company filed the merger application before NCLT, Mumbai Bench on 27 March 2023
and NCLT vide its order released on its website on 19 May 2023, has dispensed with the
meeting of shareholders and
creditors and directed to serve notices to applicable regulatory authorities. Following
these directives received from the NCLT, your Company has duly served individual notices
to various regulatory authorities. Subsequent to the closure of financial year, your
Company filed the second motion petition on 23 June 2023 with the NCLT, Mumbai Bench and
awaiting the issuance of the order.
The Scheme shall be subject to the final approval of NCLT, Mumbai Bench.
In terms of Regulation 37(6) of the SEBI Listing Regulations, the provisions of
Regulation 37 of SEBI Listing Regulations are not applicable to draft schemes which solely
provide for merger of a wholly owned subsidiary with its holding company. Hence, 'No
Objection Letter' on the Scheme was not required to be obtained from the Stock Exchanges
on which equity shares of the Company are listed.
However, in accordance with the provisions of Regulation 37(6) of the SEBI Listing
Regulations read with the provisions of SEBI Master Circular No.
SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23 November 2021, your Company has filed
draft scheme with the Stock Exchanges for the purpose of disclosure and dissemination on
their websites.
The aforesaid Scheme and other relevant documents in connection with the amalgamation
of ZSPL with ZIL have been made available on the website of the Company at
https://www.zuariindustries.in/ shareholder-information.
26. Subsidiaries
A brief review of the subsidiaries of the Company is given below:
A. Zuari Infraworld India Limited (ZIIL)
ZIIL is a wholly-owned subsidiary of your Company that represents the group's foray
into Real Estate Sector with projects across different cities in India and abroad.
The real estate sector is one of the most globally recognized sectors. Real estate
sector in India is expected to reach US$ 1 trillion by 2030.
ZIIL launched its flagship project - St. Regis The Residencies, Financial Centre Road,
Dubai on 7 March 2023. With 232 units up for sale, the launch witnessed a booking of over
USD 272 Mn. The overall booking percentage during FY 23 stood at ~80%. The project is
expected to complete by February 2026. The project has been conceived in partnership with
St. Regis, one of the most exquisite and desirable brands within Marriott International
& Starwood portfolio of hotels, resorts and residences around the globe.
Standalone
ZIIL's total revenue for FY23 was H 10,874.22 Lakh (previous year H 9,000.80 Lakh).
The Profit/(Loss) before tax for FY23 was H (2,669.25) Lakh (previous year H 97.70
Lakh).
The Profit/(Loss) after tax for FY23 was H (2,666.32) Lakh (previous year H 268.31
Lakh).
Consolidated
ZIIL's total revenue for FY23 was H 9,116.39 Lakh (previous year H 7,807.32 Lakh).
The Loss before tax for FY23 was H 4,629.24 Lakh (previous year H 1,419.39 Lakh).
The Loss after tax for FY23 was H 4,626.31 Lakh (previous year H 1,248.78 Lakh).
B. Simon India Limited (SIL)
Simon India Limited (SIL), a wholly-owned subsidiary of your Company, is engaged in
EPCM activities. A summary of important activities of the subsidiary during FY23 is as
under:
Spent Caustic Wash Project, SABIC / Saudi Kayan, KSA
Project completed, outstanding payment received.
Engineering Services for 4th Evaporator Project, Paradeep Phosphate Limited
(PPL)
Detailed engineering work completed.
DPR for setting up 50 TPD Anhydrous Aluminum Chloride Plant for TCCL, Kerela
Work completed and 50% milestone payment received.
SIL's Revenue from operations for FY23 was H 92.41 Lakh (previous year H 1,236.85 Lakh)
The total Revenue for FY23 was H 1,438.86 Lakh (previous year H 1,853.42 Lakh).
The Profit/(Loss) before tax for FY23 was H 758.17 Lakh (previous year H (1,092.45)
Lakh).
The Profit/(Loss) after tax for FY23 was H 758.15 Lakh (previous year H (1,097.77)
Lakh).
C. Indian Furniture Products Limited (IFPL)
Your Company holds 72.45% share in IFPL.
IFPL is into the business of trading of Ready-To- Assemble (RTA) Furniture and
Mattresses and also providing services for office furnishing. The company earns lease
rentals from its properties, plant and equipment leased out to Forte Furniture Products
India Private Limited.
IFPL's revenue from operations for FY23 was H 78.49 Lakh (previous year H 165.24 Lakh).
The Loss before tax for FY23 was H 1,137.64 Lakh (previous year H 725.40 Lakh).
The Loss after tax for FY23 was H 1,133.94 Lakh (previous year H 721.17 Lakh).
D. Zuari International Limited (Formerly Zuari Investments Limited) (ZIntL)
ZIntL is a wholly-owned subsidiary of your Company is engaged in the business of
trading of sugar and non-sugar products. The company also holds investments in various
group entities.
ZIntL's total Revenue for FY23 was H 10,758.58 Lakh (previous year H 3,918.92 Lakh).
The Loss before tax for FY23 was H 1,893.47 Lakh (previous year H 2,927.68 Lakh).
The Loss after tax for FY23 was H 1,893.47 Lakh (previous year H 2,927.68 Lakh).
E. Zuari Sugar & Power Limited (ZSPL)
ZSPL is a wholly-owned subsidiary of your Company is currently engaged in the business
of trading of sugar and non-sugar products. ZSPL is currently under process of
amalgamation with Zuari Industries Limited.
The total revenue of the company for FY23 was H 4,795.72 Lakh (previous year H 8,658.49
Lakh).
The loss before tax for FY23 stood at H 1725.69 Lakh (previous year loss H 4,377.72
Lakh).
The loss after tax for FY23 stood at H 1,733.42 Lakh (previous year loss H 4,377.72
Lakh).
F. Zuari Management Services Limited (ZMSL)
Zuari Management Services Limited (ZMSL), a wholly-owned subsidiary of your Company, is
engaged in the business of rendering management services primarily to Group Companies in
the areas of staffing, payroll services, recruitment, compliance, corporate communication,
etc.
ZMSL's total revenue for FY23 was H 4,874.99 Lakh (previous year H 4,110.79 Lakh).
The Loss before tax and loss after tax for FY23 was H 193.44 Lakh (previous year loss H
190.77 Lakh).
G. Zuari Finserv Limited (ZFL)
ZFL, a wholly-owned subsidiary of your Company, is engaged in stockbroking, DP
services, RTA services and distribution of financial products.
ZFL 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 providing
trading services to its clients. It is a depository participant with National Securities
Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and
providing depository services to its clients.
Besides being empaneled with Association of Mutual Fund of India for distribution of
Mutual Fund products and a Category - II, Registrar and Share Transfer Agent registered
with Securities and Exchange Board of India.
ZFL's total revenue for FY23 was H 1234.14 Lakh (previous year H 1398.01 Lakh).
The profit before tax for FY23 was H 39.30 Lakh (previous year H 267.05 Lakh).
The Profit after tax for FY23 was H 28.17 Lakh (previous year H 199.56 Lakh).
H. Zuari Insurance Brokers Limited (ZIBL)
Zuari Insurance Brokers Limited (ZIBL), a wholly- owned subsidiary of your Company, is
registered with the Insurance Regulatory and Development Authority (IRDA) and provides
complete Insurance solutions to individuals & Corporates as an Insurance Broker. The
Company also caters to the entire inhouse insurance requirements of the group.
ZIBL's total revenue for FY23 was H 489.28 Lakh (previous year H 359.05 Lakh).
The Profit before tax for FY23 was H 210.02 Lakh (previous year H 55.46 Lakh).
The Profit after tax for FY23 was H 157.09 Lakh (previous year H 17.69 Lakh).
I. Zuari Envien Bioenergy Private Limited (ZEBPL)
During the year under review, ZEBPL was incorporated as a wholly-owned subsidiary of
your Company on 28 July 2022. The Company has subscribed 10,000 equity shares of H 10 each
aggregating to H 1.00 Lakh. ZEBPL would inter-alia carry on the business of all types of
biofuels / bioenergy.
In furtherance to above, your Company has entered into a Shareholders' Agreement
("SHA) and Securities Subscription Agreement ("SSA), both dated 15
March 2023 with (i) Envien International Limited ("Envien), a body corporate
incorporated and registered in Malta, under the laws of Malta, being part of Envien Group
and (ii) ZEBPL, with the
intention to form a joint venture with Envien, where ZEBPL will be the joint venture
company with a common objective to jointly build and operate a fully grain-based 150 (One
Hundred and Fifty) Kilo litres per day ("KLPD) Anhydrous Alcohol
("AA) Distillery and further explore the organic and inorganic business
opportunities in the biofuel space in India through a 50:50 joint venture. Further, as a
part of the joint venture, ZEBPL will allot equity shares to ZIL and Envien, in accordance
with the terms of the SSA.
ZEBPL is currently in the process of setting up its business operations.
27. Joint Ventures
A. Zuari Indian Oiltanking Private Limited
With effect from 1 August 2023, the name of the company has been changed from
"Zuari Indian Oiltanking Private Limited to "Zuari IAV Private
Limited.
The company has terminal facility for handling petroleum products namely Naphtha, Motor
Spirit, High Speed Diesel & Superior Kerosene.
The company provides terminal 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 2022-23, the Oil Terminal has achieved a throughput of KL 6,26,731.
The revenue of the company from Business Operations for FY23 was H 2,058.32 Lakh
(previous year H 1,574.25 Lakh).
The Profit before tax for FY23 was H 423.59 Lakh (previous year H 176.81 Lakh).
For FY23, the Profit after tax stood at H 313.79 Lakh. (previous year H 130.49 Lakh).
B. Forte Furniture Products India Private Limited (FFIPL)
Your Company and its subsidiary, Indian Furniture Products Limited ("IFPL)
have formed a Joint Venture company with Fabryki Mebli ''Forte'' S.A (''Forte''), which is
a highly reputed company situated at Poland and engaged in the business of manufacturing,
selling furniture and furniture related products in Europe.
FFIPL's total revenue for FY23 was H 6,341.10 Lakh (previous year H 5,245.36 Lakh).
The loss before tax for FY23 was H 1,795.09 Lakh (previous year H 2,308.57 Lakh).
The Loss after tax for FY23 was H 1,795.09 Lakh (previous year H 2,308.57 Lakh).
28. Associates
A. Zuari Agro Chemicals Limited (ZACL)
ZACL is operating a 2 lakh MTPA capacity Granulated SSP plant at MIDC, Mahad, in the
state of Maharashtra. The products are being sold under the brand name Super 16.
ZACL's revenue from continued operations (Standalone) for FY23 was H 16,500.34 Lakh and
discontinued operations was H 27,883.04 Lakh (previous year H 8,301.07 Lakh from continued
operations and H 2,51,139.71 Lakh from discontinued operations).
The profit before tax for FY23 from continuing operations was H 38,667.07 Lakhs and
loss before tax from discontinued operations was H 1,521.52 Lakhs (previous year loss H
7,776.16 Lakh from continued operations and H 452.75 Lakh from discontinued operations).
The profit after Tax from continuing and discontinuing operations stood at H 29,386.38
Lakhs for the year ended 31 March 2023 (previous year loss H 8,345.08 Lakh).
The revenue from continued operations (Consolidated) for the year ended 31 March 2023
was H 4,55,261.73 Lakhs and discontinued operations was H 27,883.04 Lakhs (previous year H
3,58,979.83 Lakh from continued operations and H 2,51,139.71 Lakh from discontinued
operations).
The consolidated profit before tax for FY23 from continuing operations was H 68,336.65
Lakhs and loss before tax from discontinued operations was H 1,521.52 Lakhs (previous year
profit H 21,384.24 Lakh from continued operations and H 424.94 Lakh from discontinued
operations). The profit after tax from continuing and discontinuing operations stood at H
53,903.92 Lakhs for the year ended 31 March 2023 (previous year H 17,082.73 Lakh).
B. Texmaco Infrastructure & Holdings Limited (TIHL)
TIHL is engaged in the business of Real Estate, Mini Hydel Power and Investments.
TIHL's Total Revenue for FY23 was H 1,042.52 Lakh (previous year H 1,347.86 Lakh).
The Profit Before Tax for FY23 was H 332.08 Lakh (previous year H 140.53 Lakh).
The Profit After Tax for FY23 was H 359.40 Lakh (previous year H 159.33 Lakh).
C. Lionel India Limited (LIL)
LIL is engaged in the business of Travel Management.
LIL's Total Revenue for FY23 was H 2,230.13 Lakh (previous year H 662.79 Lakh).
The Profit Before Tax for FY23 H 149.28 Lakh (previous year H 1.95 Lakh).
The Profit After Tax for FY23 was H 149.28 Lakh (previous year H 1.95 Lakh).
The statement containing salient features of the financial statement of
subsidiaries/associates/joint ventures in the prescribed Form AOC-1 is attached as Annexure
'I' to this report.
29. Cost Records and Cost Audit
During the financial year under review, the Company has maintained the cost records as
specified by the Central Government under Section 148(1) of the Companies Act, 2013.
Pursuant to amalgamation of erstwhile Gobind Sugar Mills Limited with Company effective
from 30 April 2022, the Sugar, Power and Ethanol business (SPE Division) got transferred
to the Company. Accordingly, the requirement of Cost Audit as prescribed under the
provisions of Section 148(1) of Companies Act, 2013 became applicable on your Company.
Accordingly, the Company appointed Mr. Somnath Mukherjee, Cost Accountant, as Cost
Auditor of the Company for conducting the Cost Audit for the financial year 2023-24.
During the year under review, the Cost Audit Reports for the Sugar, Electricity and
Industrial Alcohol for the year ended 31 March 2022 were duly filed with Ministry of
Corporate Affairs by the Company.
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. Other Disclosures:
(a) During the year under review, to the best of the available information, the Company
has not made any application, nor any application has been filed against the Company under
the Insolvency and Bankruptcy Code, 2016.
(b) There was no instance of any one-time settlement with any bank during the period
under review.
(c) Other than the matters disclosed in this Annual Report, there are no other events
or transactions occurred during the year that requires to be disclosed in the Board's
Report or Corporate Governance Report in terms of the Companies Act, 2013 or SEBI Listing
Regulations.
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 |
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|
Saroj Kumar Poddar |
Place |
Kolkata |
Chairman |
Date: |
14 August 2023 |
DIN 00008654 |
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