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Zuari Global Ltd.

BSE: 500780 Sector: Infrastructure
NSE: ZUARIGLOB ISIN Code: INE217A01012
BSE 00:00 | 06 Dec 132.65 -0.35
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135.50

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NSE 00:00 | 06 Dec 132.85 0.40
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OPEN 133.00
PREVIOUS CLOSE 133.00
VOLUME 12661
52-Week high 177.70
52-Week low 57.00
P/E 5.68
Mkt Cap.(Rs cr) 391
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 133.00
CLOSE 133.00
VOLUME 12661
52-Week high 177.70
52-Week low 57.00
P/E 5.68
Mkt Cap.(Rs cr) 391
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Zuari Global Ltd. (ZUARIGLOB) - Director Report

Company director report

2019-20

To the Members

1. Your Directors place before you the Fifty-Second Annual Reportof the Company together with Statement of Accounts for the accounting year ended 31stMarch 2020.

2. Financial Results and Appropriation:

(Rs in lakhs)

Standalone

Consolidated

Particulars Current Year 2019-20 Previous Year 2018-19 Current Year 2019-20 Previous Year 2018-19
Profit/(loss) for the year before depreciation Amortization and taxation 1766.33 3284.09 (3052.24) (3174.93)
Less: Depreciation for the year 24.53 15.92 2546.62 (2092.28)
Profit/(loss) before tax and share of Loss from Associates 1741.80 3268.17 (5598.86) (5267.21)
Less: Tax Expense
a) Current Tax (Including adjustment of earlier years) 171.29 (837.95) 320.62 (828.58)
b) Deferred Tax Charge 278.10 78.42 6777.99 (913.29)
Profit/(loss) after tax 1292.41 4027.70 (12697.47) (3525.34)
Add: Share in profit/(losses) from Associates - - (26886.24) (11240.89)
Profit/(loss) for the year before Minority Interest 1292.41 4027.70 (39583.71) (14766.23)
Less: Share of Minority interest in profits/(losses) - - (2888.90) (1923.40)
Profit/(loss) for the year 1292.41 4027.70 (36694.81) (12842.83)
Add : Balance of profit brought forward 65505.45 64080.79 71310.74 87921.03
Add: Other adjustments - (202.67) 262.21 (522.62)
Add: Reclassification from OCI to retained earnings on disposal of investments. - (2051.29) (81.04) (2880.06)
Add: Other comp. income on defined benefit (0.85) 5.85 6.07 (9.85)
Less : Transfer to general reserve -
Less : Dividends paid 294.41 294.41 294.41 294.41
Less : Tax on dividend (Including Surcharge) 60.52 60.52 60.52 60.52
Balance of profit carried forward 66442.08 65505.45 34448.24 71310.74
Earnings per share (EPS) Rs.4.39 Rs.13.68 Rs.(124.64) Rs. (43.62)

A. Review of Operations:

The revenue from operations (Standalone) for the year ended 31stMarch 2020 was Rs. 5716.47 lakhs as compared to Rs. 247.69 lakhs for the year ended 31stMarch 2019.

The Profit before tax for the year ended 31st March 2020was Rs.1741.80 lakhs as compared to Rs. 3268.17 lakhs for the year ended 31stMarch 2019. The Profit after tax stood at Rs 1292.41 lakhs for the year ended 31stMarch 2020 as compared to Rs. 4027.70 lakhs for the previous year ended 31stMarch 2019.

The revenue from operations (Consolidated) for the year ended 31stMarch 2020 was 77102.89 lakhs as compared to Rs. 77418.90 lakhs for the previous year.

The Consolidated Loss before tax for the year ended 31stMarch 2020 was Rs. 32485.10 lakhs as compared to a loss of Rs. 16508.10 lakhs for theyear ended 31st March 2019. The Loss after tax stood at Rs. 39583.71 lakhsfor the year ended 31st March 2020 as compared to loss of Rs. 14766.23 lakhsfor the previous year.

There were no material changes and commitments affecting the financialposition of the Company from the end of the financial year till the date of the Director'sReport.

B. Reserves:

During the year amount transferred to General Reserves is NIl. Anamount of Rs. 66442.08 lakhs shall be retained as surplus in the Profit and Loss account.

3. Dividend:

The Directors recommend a dividend of Re. 1/- per equity share of Rs.10/- each for financial year 2019-20 (Re. 1/- per equity share in the previous year).

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

A. Conservation of Energy:

The Company is not engaged in manufacturing activities; hence noinformation on Conservation of Energy is required to be provided.

B. Technology Absorption:

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement cost reductionproduct development or import substitution - Not Applicable

iii) Imported technology (imported during the last 3 years reckonedfrom the beginning of the financial year) - Not Applicable

iv) The expenditure incurred on Research and Development - NotApplicable No new technology was absorbed during the year 2019-20.

C. Foreign Exchange and Outgo:

The expenditure in foreign currency for the year ended 31stMarch 2020 was Rs. 27.90 lakhs as compared to Rs. 11.21 lakhs during the previous year.The foreign exchange earnings for the year ended 31st March 2020 was Rs. 62.86lakhs as compared to Rs. 44.74 lakhs during the previous year

5. Industrial Relations:

The industrial relations with the employees continue to be harmonious.

6. Extract of Annual Return:

Extract of Annual Return (MGT-9) referred to in Section 92(3) of theCompanies Act 2013 is available on the website of the Company at www.adventz.com.

7. Related Party Transactions:

All related party transactions that were entered into during thefinancial year u/s 188 of the Companies Act 2013 were on an arm's length basis. Allrelated party transactions are approved by the Audit Committee and the Board of Directors.There were no materially significant related party transactions entered into by theCompany with the promoters Directors Key Managerial Personnel which may have a potentialconflict with the interest of the Company at large. All the transactions are underthreshold limit. The details of related party transactions as per Form AOC-2 is enclosedas Annexure ‘K'.

8. Particulars of Loans Guarantees or Investments:

The details of Loans Corporate Guarantees and Investments made duringthe financial year under the provisions of Section 186 of the Companies Act 2013 aregiven in Note No. 45 of the Standalone Financial Statements.

9. Nomination and Remuneration Policy and Disclosures on Remuneration:

The Board on the recommendation of the Nomination and RemunerationCommittee has framed a policy for selection appointment and remuneration of DirectorsKey Managerial Personnel and employees in the Senior Management. More details of the sameincluding the composition of the Committee are given in the Report on Corporate Governanceenclosed as Annexure ‘A' to this report.

The nomination and remuneration policy is displayed on the Company'swebsite. The weblink for the same is: http://www.adventz.com/html/pdfs/Nomination-and-Remuneration-Policy-ZGL-3419.pdf

The disclosures related to employees under Section 197(12) of theCompanies Act 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed as Annexure ‘H' to this Report.

The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company is enclosed as

Annexure ‘I'.

10. Risk Management:

The Company has constituted Risk Management Committee with theobjective to monitor and review the risk management plan for the Company includingidentification therein of elements of risks if any which may threaten the existence ofthe Company and such other functions.

The Risk Management Committee consists of the following memberseffective from 25th June 2020:

• Dipankar Chatterji (Chairman)

• R S Raghavan

• Marco Wadia

• V. Paranjape

11. Vigil Mechanism / Whistle Blower Policy:

The Company in accordance with the provisions of Section 177(9) of theCompanies Act 2013 and Regulation 22 of SEBI (LODR) Regulations 2015 has established avigil mechanism for Directors and employees to report genuine concerns to the managementviz. instances of unethical behavior actual or suspected fraud or violation of theCompany's Code of Conduct. The Company has also formulated Whistle Blower Policy("Policy") which provides for adequate safeguard against victimization ofpersons 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 AuditCommittee.

12. Corporate Social Responsibility (‘CSR'):

The Board of Directors has constituted a CSR Committee and alsoapproved the CSR Policy. CSR Committee comprises of two Non-Executive IndependentDirectors and one Executive Director. The Board has designated Mr. Laxman AggarwalCompany Secretary as the Secretary of the Committee with effect from 01st July2020. During the Financial Year 2019-20 only one meeting of the Committee was held on 24thMay 2019.

The Composition of Committee & their attendance at the meetings areas follows:

Name of the member Status Nature of Directorship No. of meetings attended
K K GuptaA Chairman Non-Executive Independent Director 1
N. Suresh Krishnan% Member Managing Director 1
Marco Wadia Member Non-Executive Independent Director 1
Dipankar Chatterji* Chairman Non-Executive Independent Director
Vijay Paranjape** Member Non-Executive Independent Director

A upto 30-07-2019 % upto 14-02-2020 * w.e.f. 24-10-2019 ** w.e.f.27-12-2019 The Policy is displayed on the Company's website. The weblink for the same ishttp://www.adventz.com/html/ pdfs/CORPORATE-SOCIAL-RESPONSIBILITY-POLICY 2. pdf

The CSR Committee formulates and recommends to the Board a CSR Policywhich shall indicate the activities to be undertaken by the Company as specified inSchedule VII of the Companies Act 2013. The Committee also recommends the amount ofexpenditure to be incurred on the CSR activities and monitors the CSR Policy of theCompany 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 ‘G' tothis report.

13. Directors and Key Managerial Personnel:

All Independent Directors have given declaration that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16 of SEBI (LODR) Regulations 2015.

In accordance with the provisions of Regulation 25(7) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the company organizesfamiliarization programme for Independent Directors as and when required.

Mr. SarojKumar Poddar retires by rotation at the forthcoming AnnualGeneral Meeting and is eligible for re-appointment. A brief profile and details of otherDirectorships of Mr. Saroj Kumar Poddar are given in the Report on Corporate Governanceenclosed as Annexure ‘A' to this report.

Mr. N. Suresh Krishnan ceased to be Managing Director of the Companyw.e.f. 14th February 2020. Mr. K.K. Gupta and Mr. J. N. Godbole ceased to beIndependent Directors of the Company w.e.f. 31st July 2019 and 30th September2019 respectively upon completion of their term.

The Board placed on record its appreciation for the valuable servicesprovided by Mr. Krishnan Mr. Gupta and Mr. Godbole during their respective tenures asmembers of the Board of Directors of the Company.

Mr. R. S. Raghavan has been appointed as the Managing Director and KeyManagerial Personnel for a period of 2 years w.e.f. 15th February 2020subject to the approval of the shareholders at the forthcoming AGM.

Mr. Dipankar Chatterji Mr. Vijay Paranjape and Mrs. Manju Gupta havealso been appointed as Additional/ Independent Directors of the Company for a period of 3years w.e.f. 24th October 2019 27th December 2019 and 28thMarch 2020 respectively.

The Board recommends to the members of the Company for according theirapproval for the appointment of above Directors at the forthcoming AGM.

Accordingly as on the date of this report the Company is having FourNon Executive Independent Directors (including one Woman Director) One Non ExecutiveDirector (Chairman) and Two Executive Directors (including one Managing Director) havingexperience in vast and varied fields.

Post closure of financial year 2019-20 the Board appointed Mr. LaxmanAggarwal (Membership No. A-19861) as Company Secretary (Key Managerial Person) andCompliance Officer of the Company in terms of Regulation 6(1) of SEBI (LODR) Regulations2015 in place of Mr. Sachin Patil.

Pursuant to regulation 17(1A) of SEBI Listing Obligation and DisclosureRequirement) Regulations 2015 approval of the shareholders is sought at the ensuingAnnual General Meeting of the Company for continuation of Directorship of Mr. Saroj KumarPoddar.

Mr. R.S. Raghavan Managing Director Mr. Vijay Kathuria ChiefFinancial Officer and Mr. Laxman Aggarwal Company Secretary have been designated as KeyManagerial Personnel in accordance with provisions of Section 203(1) of the Companies Act2013.

14. Performance Evaluation:

Pursuant to the provisions of the Section 134 178 and Schedule IV ofthe Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the following performance evaluations werecarried out;

a) Performance evaluation of the Board Chairman and non-IndependentDirectors by the Independent Directors;

b) Performance evaluation of the Board its Committees and IndependentDirectors by the Board of Directors; and

c) Performance evaluation of every director by the Nomination andRemuneration Committee.

The details of Annual Performance evaluation carried out are given inthe Corporate Governance Report attached as Annexure ‘A' to this report.

15. a. Board Meetings

During the year under review Eight Board meetings were held on : 24thMay 2019 26th June 2019 14th August 2019 22ndAugust 2019 24th October 2019 14th November 2019 27thDecember 2019 and 14th February 2020. The details of the composition of theBoard and the attendance of the Director at the Board meetings are provided in theCorporate Governance Report.

b. Audit Committee:

During the year under review four Audit Committee Meetings were heldand all the recommendations of the Audit Committee were accepted by the Board. The detailsof the composition of the Audit Committee and details of committee meetings are given inthe Corporate Governance Report.

16. Fixed Deposits:

As reported in the year 2008-09 the Fixed Deposit Scheme of theCompany was discontinued. The Company has not accepted any deposits during the year underreview.

17. Details of significant and material orders passed by the regulatorsor courts:

There are no significant material orders passed by the courts/regulators or tribunals impacting the going concern status and Company's operations infuture. The details pertaining to various demand notices from various statutoryauthorities are disclosed in Note No. 38 of Standalone Financial Statements under theheading - Contingent liabilities.

18. Adequacy of internal financial controls with reference to financialstatements:

The Company has adequate systems of internal control in place which iscommensurate with its size and the nature of its operations. The Company has designed andput in place adequate Standard Operating Procedures and limits of Authority Manuals forconduct of its business including prevention and detection of fraud and errors accuracyand completeness of accounting records and timely preparation. The Company has alsoappointed M/s Sameer Mittal & Associates Internal Auditors for Internal FinancialControls over Financial Reporting ("IFCoFR") under the Companies Act 2013.Along with the Internal Audit Report M/s Sameer Mittal & Associates have alsosubmitted their opinion on adequacy of IFCoFR and operative effectiveness of such controlas at 31st March 2020. During the year under review the Company continued toimplement the suggestions and recommendations of Internal Auditors to improve thefinancial control. The findings under Internal Financial Control have been discussed bythe Audit Committee on an ongoing basis to improve the efficiency in operations. The scopeof internal financial control includes review of processes for safeguarding the assets ofthe Company prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial information.

The Company uses a state-of-the-art ERP (SAP/Tally) systems to recorddata for accounting and managing information with adequate security procedure andcontrols.

19. Disclosure Requirement:

Your Company has complied with all the mandatory requirements ofSchedule V of SEBI (LODR) Regulations 2015. The Report on Corporate Governance pursuantto Schedule V of SEBI (LODR) Regulations 2015 is enclosed as Annexure ‘A' tothis report. A Certificate on compliance of Corporate Governance by a Practicing CompanySecretary is enclosed as Annexure ‘B'. Declaration by the Managing Director isenclosed as Annexure ‘C' and the Management Discussion and Analysis isenclosed as Annexure ‘E' to this report and Secretarial Audit Report isenclosed as Annexure ‘F' to this report.

20. Statutory Auditors:

As per section 139 of the Companies Act 2013 and Rules made thereunder M/s. Walker Chandiok & Co LLP Chartered Accountants are Statutory Auditors ofthe Company.

The Standalone & Consolidated Audit Report does not contain anyqualification reservation or adverse remark or disclaimer made by the Statutory Auditors.

During the year under review there were no frauds reported by theauditors to the Audit Committee or the Board under section 143(12) of the Companies Act2013.

21. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Mr. Sadashiv V. Shet Practicing Company Secretary as SecretarialAuditor to undertake the Secretarial Audit of the Company. The Report of the SecretarialAuditor for the Financial Year 2019-20 is enclosed as Annexure ‘F' to thisreport. The report does not contain any qualification.

22. Disclosure as per Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013:

As per provisions of Section 4 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 your Company has constitutedan Internal Complaints Committee for redressal of complaints against sexual harassment.There were no complaints/cases filed/pending with the Company during the financial year.

23. Employees' Stock Option (ESOP) Scheme:

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

24. Consolidated Financial Statements under Section 129 of theCompanies Act 2013:

The consolidated financial statements of the Company has been preparedin 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 ofsubsidiaries upon request by any member of the Company interested in receiving thisinformation. The Annual Accounts of the Subsidiary Companies will also be available forinspection by any investor at the Registered Office of the Company and its Subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon our website at www.adventz.com.

25. Compliance of Secretarial Standards:

The Company has complied with all the applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India.

26. Scheme of Amalgamation

Subsequent to financial year 2019-20 the Board of Directors vide itsmeeting held on 17th July 2020 approved a Scheme of Amalgamation (the Scheme)for merger of Gobind Sugar Mills Limited (GSML) with Zuari Global Limited (ZGL) inaccordance with the provisions of Sections 230 to 232 and other applicable provisions ofCompanies Act 2013 and rules framed there under as the same would benefit the respectivecompanies and their respective stakeholders on account of the following reasons:

(i) Streamlining and rationalization of the group structure throughconsolidation of GSML leading to reduction in compliance and administrative cost of thegroup;

(ii) Imparting better management focus facilitating administrativeconvenience and ensuring optimum utilization of various resources of the Companies;

(iii) Bring about synergy in operations economies in costs and otherbenefits resulting from the economies of scale;

(iv) The net worth and regular stream of revenue of the post-merger ZGLwould facilitate requisite cost effective fund-raise for the future business operations ofthe ZGL; and

(v) Proposed business re-alignment will create enhanced value for thestakeholders of both the Companies. This Scheme is not expected to be in any mannerprejudicial to the interest of the concerned members creditors employees or generalpublic at large.

The Appointed Date of the Scheme is April 1 2020 and it will besubject to the requisite approvals of the jurisdictional National Company Law Tribunal(NCLT) Securities and Exchange Board of India (SEBI) Bombay Stock Exchange (BSE)National Stock Exchange (NSE) and Metropolitan Stock Exchange (MSE) and other regulatoryauthorities as may be applicable.

The consideration to the shareholders as approved by the Board ofDirectors for the Scheme are as follows:

For equity shareholders of GSML:

a. 100 (One Hundred) equity shares of ZGL of face value of INR 10(Rupees Ten) each for every 285 (Two Hundred and Eighty Five) equity shares of GSML offace value of INR 10 (Rupees Ten) each; or

b. 10000 (Ten Thousand) 10.5% Non-Convertible Redeemable PreferenceShares of ZGL of face value of INR 10 (Rupees Ten) each for every 1006 (One Thousand andSix) equity shares of GSML of face value of INR 10 (Rupees Ten) each.

The equity shareholders of GSML shall have the option to take eitherequity shares or 10.5% Non-Convertible Redeemable Preference Shares in ZGL. ZGL shall sendto the equity shareholders of GSML an appropriate intimation and option form requiringthem to exercise their option.

In case no written response to the option provided by ZGL is receivedfrom the equity shareholders of GSML within the deadline fixed therefor such equityshareholders shall be issued 10.5% Non-Convertible Redeemable Preference Shares in ZGL onthe basis of the above mentioned swap ratio.

The new equity shares issued by ZGL pursuant to the Scheme would belisted on the Bombay Stock Exchange (‘BSE') and the National Stock Exchange(‘NSE') and shall rank pari passu with the existing equity shares of ZGL.

For preference shareholders:

I (One) 7% Non-Convertible Redeemable Preference Share of ZGL of facevalue of INR 10 (Rupees Ten) each for every 1 (One) 7% Non-Convertible RedeemablePreference Share of GSML of face value of INR 10 (Rupees Ten) each.

This Scheme is subject to consent / approval of requisite majority ofshareholders and creditors of ZGL and GSML and sanction of the jurisdictional NCLT and allother regulatory approvals as may be necessary for the implementation of the Scheme.

27. Subsidiaries:

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

A. Zuari Infraworld India Limited (ZIIL):

A wholly owned subsidiary of your Company represents the group's forayinto Real Estate Sector with projects across different cities in India & Outside.

The dual impact of GST & RERA implementations is still felt by realestate developers in various parts of the country as evidenced by less number of newlaunches happening during year 2019 compared to earlier times across the country. Theresidential real estate market in 2019 has seen an increased number (445836 units) ofunsold inventory across the cities having age of this unsold inventory across the citiesequivalent to 50 months of sales as sales velocity continuously decreased. Government ofIndia carried out corrective measures to boost investment & infuse liquidity in theeconomy by:

1) Setting up a Rs. 25000 Cr Fund for last mile funding of stalledprojects

2) Reducing GST to 1% (affordable segment) & 5% from 8% & 12%respectively

3) Making Interest subsidy available through PMAY scheme for housepurchases costing < Rs. 45 lacs

4) Providing Rs.1.5 lacs additional home loan interest exemption forfirst time buyers against purchase of house costing < Rs.45 lacs &

5) Reducing REPO rate and slashing corporate tax rates.

The majority of the sale (254861 units) that happened in 2019 was inthe affordable segment (properties valued less than Rs.50 lacs) as developers struggled tosell high-end/ luxury units across India. A big number of unfinished/ stalled projects invarious parts of India especially in NCR area have necessitated Government intervention inthe form of corrective measures but still a significant number of developers have closedtheir business in these challenging times. On the other hand the commercial real estatemarket performance was very strong in year 2019 as the transaction volume (60.6 Mn Sq.ft.) has shown a growth of 27% on Y-o-Y basis with Bangalore Hyderabad & NCR leadingthe pack. Significant amount of new supplies (61.3 Mn Sq. ft.) were made in year 2019registering growth of 56% in comparison to year 2018. Office rentals have remained stableon Y-o-Y basis across the top cities thereby making Office transactions the most lucrativebusiness proposition for the real estate developers. Retail sector has also seen highgrowth due to the ease of restrictions on FDI policy and other government initiativestaken during the last few years. Approx. 6.2Bn USD of Strategic Investment has been doneby key Private Equity players across various retail entities in India in Year 2019 -Brookfield invested in Equinox Business Park Blackstone participated in India's firstREIT along with Embassy Group are some of the high value transactions completed duringthis period.

Outlook for Year 2021 is dim as the onset of COVID-19 pandemic hasgiven a huge jolt in the operation of Real Estate sector and has impacted both Sales andConstruction fronts equally. Social Distancing Lockdown measures Job losses anddisruption of supply chain and movement of people have forced all the real estatedevelopers to extend their timeline of completion of ongoing projects. With national &international economies bearing the brunt of this pandemic there lies a very uncertainand tough time ahead for the real estate developers across the country where the need ofthe hour will be to re-organize and restructure their operations to sustain theirbusinesses. As people mindset in this pandemic situation will tend towards conservingtheir money due to the uncertain future sales of residential units across the country areexpected to diminish to a great extent in year 2021.

ZIIL a subsidiary of your company has done a commendable job duringthis period of COVID-19 by taking care of its laborers in Mysore & Goa project sitesand ensuring that they stay at the work site to resume construction post removal oflockdown restrictions. The details of the projects managed by ZIIL is provided inManagement Discussion and Analysis.

Standalone

ZIIL's total revenue for the year ended 31st March 2020 wasRs. 3879.39 Lakhs as compared to Rs. 3329.84 lakhs for the year ended 31stMarch 2019.

The Profit before tax for the year ended 31st March 2020was Rs. 243.22 lakhs as compared to Rs. 175.52 lakhs for the year ended 31stMarch 2019.

The Profit/(Loss) after tax for the year ended 31st March2020 was Rs. 94.34 lakhs as compared to Rs 29.52 lakhs for the year ended 31stMarch 2019.

Consolidated

ZIIL's total revenue for the year ended 31st March 2020 wasRs. 3685.48 Lakhs as compared to Rs. 2691.86 lakhs for the year ended 31stMarch 2019.

The Loss before tax for the year ended 31st March 2020 wasRs. 108.38 Lakhs as compared to Rs. 548.27 lakhs for the year ended 31st March2019.

The Loss after tax for the year ended 31st March 2020 wasRs.257.26 Lakhs as compared to Rs.694.28 lakhs for the year ended 31st March2019.

B. Simon India Limited (SIL) :

Simon India Limited (SIL) a wholly owned subsidiary of your Companywas engaged in the execution of following projects in 2019-20:

1.34 MMTPA LPG Terminal for Mundra LPG Terminal Limited(MLTPL) Mundra Port Kutch Gujarat -

The project was awarded in May 2017 and Mechanically completed in Aug2019. The PGTR for this project completed in October 2019 while the PGTR report receivedin Dec 2019. The Provisional Acceptance Certificate is expected to be received in August2020.

Spent Caustic Wash Project for SABIC KSA on EPC basis -

The engineering activities of the project are complete except for theAs Built drawings & Final Documentation. Procurement for this project is almostcomplete except for the few items. Almost half of the construction work is over while thebalance is held up since Oct ‘2019 due to Effluent Disposal/Dewatering issue. Site isindefinitely closed since March

2020 due to Covid-19 Global Pandemic. Project Contractual completion is30th April 2020; however PO extension till 30th September 2020 hasbeen given by SABIC for ID purpose only.

Di Calcium Phosphate Project Ecophos GNFC India Limited(EGIL) Dahej.

Ecophos GNFC India Limited awarded an Engineering & Procurementproject to Simon India on cost plus basis in April' 2018 and contract has been signed inNov'2018. In Nov 2019 Client issued a letter regarding suspension of work due tonon-sanction of bank loan against the project. SIL has written contractual letter to EGILfor immediate release of overdue payment however no communication from Client isreceived yet.

Nitric Acid Concentration and Ammonia Plant Upgradation byGujarat Narmada Valley Fertilisers & Chemicals (GNFC).

LOI issued by the Client in June 2018 for the work of ConsultancyServices for 1) 150MTD Capacity Concentrated Nitric Acid plant and 2) Ammonia RevampSyngas make up gas Converter loop at Bharuch. SIL submitted final Techno EconomicFeasibility Report (TEFR) for concentrated nitric acid plant project and draft TEFR forAmmonia Plant Revamp. Draft Techno Economic Feasibility Report (TEFR) for Ammonia PlantRevamp also submitted. Final TEFR of ammonia plant revamp is delayed due to pending inputsfrom Client as GNFC has not received final negotiated price from the Licensor (i.e. HTAS).

10000 MT Phosphoric Acid Tank for GSFC at Sikka ShoreTerminal.

LOI for this EPC project received in March 2019. Mechanicalcompletion Commissioning and filling up of Phosphoric acid tank achieved in March 2020.Site closure has been delayed due to lockdown and is expected to close in May 2020.

Engineering Services for OSBL Facilities Of 2x15 TPH NewGypsum Granulation Plant at Paradeep.

LOI for this Engineering services job for OSBL facilities receipt fromPPL in March'2019. The project is on Hold since Oct 2019 due to lack of complete inputsfrom Client for proceeding with detailed engineering.

Engineering Services for 4th Evaporator Project at Paradeepfor Paradeep Phosphate Limited (PPL).

Service Order received in Sept 2019 detailed engineering work isunder progress and is expected to be completed by June 2020.

Extended Basis Design Package for Acetone to IsopropylAlcohol (IPA) Project-ADDAR-Saudi Arabia.

LOI for the EDP from ADDAR Chemicals received in Jan 2020. BasicEngineering is in progress and the scope is expected to get completed by May2020.

2000 TPD Sulphuric Acid Plant stream C along with its captive23 MW power plant based on heat recovery from Sulphur burning gases and auxiliary systemslike cooling water and demineralized water and retrofit of two existing sulphuric acidstreams A and B with new heat recovery system for Paradeep Phosphates Limited on EPCbasis.

The plant SAP-C along with its new additional proprietary heat recoverysystem with MECS USA and auxiliary systems is operating satisfactorily. The Plant has beencommissioned successfully and Site is closed.

SIL's revenue from operations for the year ended 31st March2020 was Rs. 6992.50 lakhs as compared to Rs. 25168.14 lakhs for the year ended 31stMarch 2019.

The total Revenue for the year ended 31st March 2020 wasRs. 8220.09 lakhs as compared to Rs. 26020.22 lakhs for the year ended 31stMarch 2019. The Loss before tax for the year ended 31st March 2020 was Rs.1766.57 lakhs as compared to Rs. 989.51 lakhs for the year ended 31st March2019.

The Loss after tax for the year ended 31st March 2020 wasRs. 1349.91 lakhs as compared to Rs. 700.05 lakhs for the year ended 31stMarch 2019.

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.

IFPL's revenue from operations for the year ended 31st March 2020 wasRs. 597.32 Lakhs as compared to Rs. 1750.04 Lakhs for the year ended 31st March 2019.

The Loss before tax for the year ended 31st March 2020 was Rs. 952.67Lakhs as compared to Rs. 2007.09 Lakhs for the year ended 31st March 2019.

The Loss after tax for the year ended 31st March 2020 was Rs. 950.29Lakhs as compared to Rs. 2005.00 Lakhs for the year ended 31st March 2019.

i. Soundaryaa IFPL Interiors Limited (SIFPL):

SIFPL is a subsidiary of IFPL which is a highly reputed Company incommercial interiors business. It has executed several projects for many multinationalcompanies in India. IFPL holds 50.01% share in SIFPL.

SIFPL in its first venture executed an interior fit- out contractingactivity for Shell India's new Technology Centre in Bengaluru as a duly nominatedsubcontractor of L&T which was the main contractor for the entire project. The totalvalue of this Project was approximately Rs. 52 Crore which was successfully completed andhanded over during March 2017. Aside of the quality of interior fit-out a significantfactor was accident free contracting period of almost 18 months.

Drawing from this successful execution the company now plans to expandits footprint into other verticals of interior fit-out contracting of which theHospitality Sector has been identified as a significant potential. The operations of SIFPLwill be currently limited to Southern Part of the Country in which Karnataka and AndhraPradesh are contributing majorly. Due to depressed market conditions SIFPL was unable toprocure any project related orders during the year under 2019-20.

SIFPL total revenue for the year ended 31st March 2020 wasRs.4.33 lakhs as compared to Rs.15.13 lakhs for the year ended 31st March 2019. TheProfit /(loss) before tax for the year ended 31st March 2020 was Rs. 0.94 Lakhas compared to Rs. (5.82) lakhs for the year ended 31st March 2019. TheProfit/(Loss) after tax for the year ended 31st March 2020 was Rs. 0.69 Lakhas compared to Rs. (5.81) lakhs for the year ended 31st March 2019.

D. Zuari Investments Limited (ZIL):

Zuari Investments Limited a wholly owned subsidiary of Zuari GlobalLimited is engaged in the business of strategic investments.

The Company had filed an application to the Reserve Bank of India (RBI)for registration of the Company as Non-Banking Financial Company (NBFC) under the categoryof Systemically Important Core Investment Company (CIC-ND-SI) in the year 2018-19 and thesame is under process during the financial year under review.

Standalone

ZIL's Total Revenue for the year ended 31st March 2020 wasRs. 1146.40 Lakhs as compared to

Rs. 495.35 Lakhs for the year ended 31st March 2019.

The Loss before tax for the year ended 31st March 2020 wasRs. 1771.20 Lakhs as compared to

Rs. 504.57 lakhs for the year ended 31st March 2019.

The Loss after tax for the year ended 31st March 2020 wasRs. 1771.20 lakhs as compared to Rs. 504.57 lakhs for the year ended 31stMarch 2019.

i. Gobind Sugar Mills Limited

Gobind Sugar Mills Limited (GSML) a subsidiary of Zuari InvestmentsLimited (ZIL) belongs to the Adventz Group.

During the year under review GSML crushed 143.20 lakhs Qtls (previousyear 126.20 Lakhs Qtls) of sugar cane achieving sugar recovery rate of 11.66% (Previousyear 11.66%). Sugar production was 1669665 Qtls (previous year 1471172 Qtls) andMolasses production was 676323 Qtls (Previous year 583087 Qtls).

During the year your Company was awarded for "Excellence inPerformance" by Sugar Technologies Association of India in its Annual meeting held atKolkata on 17th July 2019.

The Gross Sales (inclusive of Excise Duty & GST) of the Company forthe year ended 31st March 2020 increased by 24.83% to Rs. 57900.03 lakhs fromRs. 46384.92 lakhs for the year 2018-19. The profit before interest depreciation and taxfor the year under review stood at Rs.7043.21 lakhs as compared to previous year's figureof Rs. 6118.14 lakhs. However the Net Loss after tax of Rs. 7456.06 lakhs was recordedfor the year ended 31st March 2020 mainly due to the Company electing toexercise the option of reduced income tax rates permitted under Section 115 BBA of IncomeTax Act 1961 leading to re-measurement of Deferred Tax Assets (Net) on the basis of ratesprescribed in the said section. The full impact of this change of Rs. 4535.71 Lacs isrecognized in the year 2019-20.

A perusal of Cash Flow statement for the year ended 31stMarch 2020 attached to the accounts reveal that Cash generated from operations during theyear 2019-20 was Rs. 8234.53 lakhs as against Negative Rs. 1369.49 lakhs in the previousyear. This means that your Company's operations during the year 2019-20 generated cash ofRs. 9604.02 lakhs.

PROJECT IMPLEMENTATION

During the year under review the state-of-art Distillery Plant wascommissioned and the Company started the commercial production of the Ethanol at 60 KLPDcapacity with effect from 01st December 2019. The relevant statutory approvals inconnection with the increase in the capacity from 60 KLPD to 100 KLPD are under process.State Level Environmental Impact Assessment Authority Uttar Pradesh) on 16 July 2020cleared our application for enhancing the capacity to 100 KLPD.

The Company has sufficient ethanol to cope up the demand of sanitizerfor in house as well as nearby areas. On seeing the shortage of hand sanitizer in marketthe Company decided to make the hand sanitizer at our distillery. With the support ofGovernment of Uttar Pradesh the Company entered into manufacturing and distribution ofhand sanitizers under the name "Zuarisol" (packed in 100 ml 200 ml and 5 Litrebottles) with effect from 28th March 2020 in an effort to support the Central and StateGovernments in the fight against Covid- 19 virus.

SALES PERFORMANCE

During the year under review the Sugar sales realization was Rs.3294.21 per Qtls (prev. year Rs. 3079.27 per Qtls). Government of India (GoI) increasedMSP from Rs. 29/kg to Rs 31/Kg and continuing monthly release quota for sale of sugar indomestic market. The Company also sold 44000 Qtl sugar in retail market under the brandname "Zuari Sugar". Our consumer (retail) pack sugar are well placed in northernmarket and increasing market share on regular basis.

We participated in Ethanol tender floated by Oil Marketing Companies(OMC) for Ethanol blending in petrol and successfully supplied 5508KL Ethanol todifferent depots at UP and MP for FY 19-20. GoI has fixed ethanol prices based on rawmaterials used for ethanol production. Price for ethanol produced from C heavy molasses isRs. 43.75/BL and from B heavy molasses is Rs. 54.27/BL. We are continuing power export toUPPCL under PPA.

In addition to boost up the financial health of sugar mills reducethe cane arrears and to liquidate the surplus stock of Indian sugar GoI has allocatedmill wise export quota with export subsidy of Rs. 10448/- per MT of sugar exported for SS19-20. The Company was allocated a Maximum Admissible Export Quota (MAEQ) of 28440 MT.The Company explored the export opportunities across the globe for its sulphur freerefined sugar and was able to export the full MAEQ by mid of March 2020. Sugar qualityare well accepted in international market and considering the continuous enquiry fromglobal market the Company applied for additional MAEQ and was allocated further 4390 MTwhich also was subsequently exported by end June 2020. Whole export quantity of 32830 MTwas contracted by the Company through direct sales to end buyers as well as global tradinghouses. The Sulphur free double refined sugar of the Company elicited very good responsein global markets such as Canada Middle East South East Asia and other Asian markets andhelped us in commanding premium and improving realization better than global and domesticprices (after considering incentives announced by GoI on MAEQ). The average exportrealization was Rs. 3308/- per qtl inclusive of export subsidy which is better than theaverage domestic sales realization of Rs. 3294/- per qtl during the year 2019-20.

E. Zuari Sugar & Power Limited (ZSPL):

Zuari Sugar & Power Limited (ZSPL) a wholly owned subsidiary ofZuari Global Limited is a registered trader to deal in agri related commodities. Thecompany is procuring sugar from sugar manufacturing units for trading on wholesale basisto build as a volume trader which shall strengthen the business position of the Company.

The Gross Sales (inclusive of Excise Duty & GST) of the Company forthe year ended 31st March 2020 was Rs. 16960.40 lakhs as compared to Rs.17455.30 Lakhs for the year ended 31st March 2019. The Loss before tax for theyear ended 31st March 2020 stood at Rs. 1772.49 lakhs as compared Rs.1607.39 lakhs for the year ended 31st March 2019. However the Net Loss aftertax of Rs. 1772.49 lakhs was recorded for the year ended 31st March 2020.

The Company generated cash flow from operating activities of Rs. 849.73lakhs during the year ended 31st March 2020 as compared to negative cashflowof Rs. 1721.22 lakhs in the previous year.

F. Zuari Management Services Limited (ZMSL):

Zuari Management Services Limited (ZMSL) a wholly owned subsidiary ofyour Company is engaged in the business of rendering management services. The services toGroup Companies include in the areas of human resource internal audit corporatecommunication etc.

ZMSL's total revenue for the year ended 31st March 2020 wasRs. 2442.12 lakhs as compared to Rs. 1839.03 Lakhs for the year ended 31stMarch 2019.

The Loss before tax for the year ended 31st March 2020 wasRs. 364.74 lakhs as compared to Rs. 391.57 Lakhs for the year ended 31st March2019.

The Loss after tax for the year ended 31st March 2020 wasRs. 390.14 lacs as compared to Rs. 391.57 Lakhs for the year ended 31st March2019.

G. Zuari Finserv Limited (ZFL):

Zuari Finserv Limited (Formerly known as Zuari Finserv PrivateLimited) a wholly owned subsidiary of Zuari Global Limited engaged in the distributionof financial products and is focused to be a single window offering complete bouquet ofall financial products/services under one roof.

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 andproviding trading services to its clients. It is a depository participant with NationalSecurities 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 fordistribution of Mutual Fund products and a Category - II Registrar and Share TransferAgent registered with Securities and Exchange Board of India.

Standalone

ZFL's total revenue for the year ended 31st March 2020 wasRs. 1119.69 lakhs as compared to Rs. 924.04 lakhs for the year ended 31stMarch 2019. The Loss before tax for the year ended 31st March 2020 was Rs.145.44 lakhs as compared to the profit of Rs. 23.52 lakhs for the year ended 31stMarch 2019. The Loss after tax for the year ended 31st March 2020 was Rs.195.27 lakhs as compared to the profit of Rs. 17.45 lakhs for the year ended 31stMarch 2019.

Consolidated

ZFL's total Revenue for the year ended 31st March 2020 wasRs. 1559.52 lakhs as compared to Rs. 1225.95 lakhs for the year ended 31stMarch 2019. The Profit before tax for the year ended 31st March 2020 was Rs.66.63 lakhs as compared to Rs. 111.83 lakhs for the year ended 31st March2019. The Loss after tax for the year ended 31st March 2020 was Rs. 36.75lakhs as compared to profit of Rs. 82.78 lakhs for the year ended 31st March2019.

i. Zuari Insurance Brokers Limited (ZIBL):

Zuari Insurance Brokers Limited (ZIBL) a wholly owned subsidiary ofZuari Finserv Limited is registered with the Insurance Regulatory and DevelopmentAuthority (IRDA) and provides complete Insurance solutions to individuals & Corporatesas an Insurance Broker. The Company also caters to the entire in-house insurancerequirements of the group.

ZIBL's total revenue for the year ended 31st March 2020 wasRs. 439.95 Lakhs as compared to Rs. 302.42 Lakhs for the year ended 31st March2019. The Profit before tax for the year ended 31st March 2020 was Rs. 212.09Lakhs as compared to Rs. 88.34 Lakhs for the year ended 31st March 2019. TheProfit after tax for the year ended 31st March 2020 was Rs. 158.54 Lakhs ascompared to Rs. 65.37 Lakhs for the year ended 31st March 2019.

ii. Zuari Commodity Trading Limited (ZCTL):

Zuari Commodity Trading limited (ZCTL) was a wholly owned subsidiaryof Zuari Finserv Limited (ZFL) which was merged with ZFL after the application filed underfast track route for merging of entire business and whole of the undertaking of ZuariCommodity Trading Limited into ZFL was duly approved by the Hon'ble Regional DirectorWestern Region Mumbai Bench vide order dated May 09 2019.

28. Joint Ventures:

Zuari Indian Oiltanking Private Limited:

Zuari Indian Oiltanking Private limited (ZIOPL) has terminallingfacility for handling petroleum products namely Naphtha Motor Spirit High Speed Diesel& Superior Kerosene.

The Company provides terminalling services to Hindustan PetroleumCorporation Limited Bharat Petroleum Corporation Limited & Indian Oil CorporationLimited as a Common User Terminal (CUT) facility.

Products currently handled are Motor Spirit High Speed Diesel &Ethanol.

For the year 2019-20 the Oil Terminal has achieved a throughput of KL644384. ZIOPL's revenue for the year ended 31st March 2020 was Rs. 1935.88lakhs as compared to Rs. 1635.09 lakhs for the previous year ending 31st March2019. The profit before tax for the year ended 31st March 2020 is Rs. 300.37lakhs as compared to Rs. 106.86 lakhs for the year ended 31st March 2019. Theprofit after tax for the year ended 31st March 2020 is Rs. 263.03 lakhs ascompared to Rs. 77.20 lakhs for the year ended 31st March 2019.

Forte Furniture Products India Private Limited (FFIPL):

IFPL has formed a Joint Venture Company with Fabryki Mebli‘‘Forte'' S.A (‘‘Forte'') which is a highly reputed Company situatedat Poland and engaged in the business of manufacturing and selling of furniture andfurniture related products in Europe.

FFIPL's total revenue for the year ended 31st March 2020was Rs. 6691.40 lakhs as compared to Rs. 8941.39 lakhs for the year ended 31stMarch 2019. The loss before tax for the year ended 31st March 2020 was Rs.2594.14 lakhs as compared to Rs. 1550.42 lakhs for the year ended 31st March2019. The Loss after tax for the year ended 31st March 2020 was Rs. 2594.14lakhs as compared to Rs. 1550.42 lakhs for the year ended 31st March 2019.

29. Associates:

Zuari Agro Chemicals Limited (ZACL):

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

ZACL's revenue (Standalone) for the year ended 31st March2020 was Rs. 207841.67 lakhs as compared to Rs. 479928.25 lakhs for the previous yearended 31st March 2019. The loss before tax from continuing operations for theyear ended 31st March 2020 was Rs. 15624.51 lakhs as compared to Loss of Rs.36773.77 lakhs for the year ended 31st March 2019. The loss after Tax fromcontinuing operations stood at Rs. 18647.74 lakhs for the year ended 31stMarch 2020 as compared to loss of Rs. 34580.25 lakhs for the previous year.

The loss before tax from discontinued operations for the year ended 31stMarch 2020 was Rs. 336.16 lakhs as compared to profit of Rs. 2713.21 lakhs for the yearended 31st March 2019. The loss after tax from discontinued operations stood atRs. 253.16 lakhs for the year ended 31st March 2020 as compared to profit ofRs. 1685.99 lakhs for the previous year.

The Gross revenue (Consolidated) for the year ended 31stMarch 2020 was Rs. 506063.79 lakhs as compared to Rs. 814842.00 lakhs for theprevious year. The Consolidated loss before tax for the year ended 31st March2020 was Rs.73567.95 lakhs as compared to profit before tax of Rs. 26604.17 lakhs forthe year ended 31st March 2019. The loss after tax adjustment stood atRs.77228.29 lakhs for the year ended 31st March 2020 as compared to a profitafter tax of Rs. 27293.17 lakhs for the previous year.

The statement containing salient features of the financial statement ofsubsidiaries/associates/joint ventures is attached as Annexure ‘J' to thisreport.

30. Cost Records & Cost Audit :

The Company is not required to maintain cost records as specified bythe Central Government under Section 148(1) of the Companies Act 2013.

31. Directors' Responsibility Statement:

To the best of their knowledge and belief and according to theinformation and explanation obtained by them your Directors make the following statementsin terms of provisions of Section 134 (5) of the Companies Act 2013 and hereby confirmthat:

a) in the preparation of the annual accounts the applicable AccountingStandards have been followed along with proper explanation relating to materialdepartures;

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

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

d) the Directors have prepared the annual accounts on a going concernbasis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively .

32. Acknowledgements:

Your Directors wish to place on record their appreciation for thededication commitment and contribution of all the stakeholders and employees of yourCompany.

For and on behalf of the Board

R. S. Raghavan Dipankar Chatterji
Managing Director Director
DIN:00362555 DIN: 00031256
Place: Gurugram
Date : 14th August 2020

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