Zuari Global Ltd

BSE: 500780 | NSE: ZUARIGLOB | ISIN: INE217A01012 
Market Cap: [Rs.Cr.] 259.22 | Face Value: [Rs.] 10
Industry: Fertilizers

Auditor's Report
INDEPENDENT AUDITOR

To

The Members of Zuari Global Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Zuari Global Limited("the Company"), which comprise the Balance Sheet as at 31st March, 2014 and theStatement of Profit and Loss and Cash Flow Statement for the year then ended and a summaryof significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give atrue and fair view of the financial position, financial performance and cash flows of theCompany in accordance with accounting principles generally accepted in India, includingthe Accounting Standards notified under the Companies Act, 1956 read with General Circular8/2014 dated 4th April 2014, issued by the Ministry of Corporate Affairs. Thisresponsibility includes the design, implementation and maintenance of internal controlrelevant to the preparation and presentation of the financial statements that give a trueand fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company's preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on the effectiveness of theentity's internal control. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made bymanagement, as well as evaluating the overall presentation of the financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion.

Basis for qualified opinion

As referred in Note 11(a)(ii), the Company is carrying investments of Rs. 6944.09 lacsin the equity share capital of Nagarjuna Oil Refinery Limited (NORL), whereof the marketvalue at the year-end is Rs. 1056.04 lacs. These shares were allotted to the Companyconsequent to demerger/ merger scheme of Nagarjuna Fertiliser and Chemicals Limited(NFCL). The Company further holds 32267741 equity shares in NFCL which are yet to belisted on the stock exchange pending receipt of permission from Securities and ExchangeBoard of India. These equity shares in NFCL are carried at value of Rs. 2115.39 lacs. TheCompany has not made provision for diminution in the value of investment in NROL, in viewof long term strategic investments in the said company and upon which we are unable tocomment on including consequential effects, if any, the accompanying financial statements.

Qualified opinion

In our opinion and to the best of our information and according to the explanationsgiven to us, except for the possible effects of the matter described in the Basis forQualified Opinion paragraph, the financial statements give the information required bythe Companies Act, 1956 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31stMarch, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended onthat date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2003 ("the Order")issued by the Central Government of India in terms of sub-section (4A) of Section 227 ofthe Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a) except for the matter(s) described in the Basis for Qualified Opinion paragraph, Wehave obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit;

b) except for the matter(s) described in the Basis for Qualified Opinion paragraph, Inour opinion proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books;

c) the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;

d) except for the matter(s) described in the Basis for Qualified Opinion paragraph, Inour opinion, the Balance Sheet, the Statement of Profit and Loss and the Cash FlowStatement comply with the Accounting Standards notified under the Companies Act, 1956 readwith General Circular 8/2014 dated 4th April 2014, issued by the Ministry of CorporateAffairs.;

e) On the basis of written representations received from the directors as on 31stMarch, 2014 and taken on record by the Board of Directors, none of the directors isdisqualified as on 31st March, 2014, from being appointed as a director in terms of clause(g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For S. R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Anil Gupta

Partner

Membership Number: 87921

Place of Signature: Gurgaon

Date: 8th May, 2014

Annexure referred to in paragraph [1] of our report of even date Re: Zuari GlobalLimited

(i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the management in a phased manner overa period of two years and accordingly, part of the fixed assets were physically verifiedduring the year and the discrepancies observed on such verification, as compared to thebook records, were not material. In our opinion, the frequency of physical verification isreasonable having regard to the size of the Company and the nature of the assets.

(c) There was no substantial disposal of fixed assets during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no materialdiscrepancies were noticed on physical verification.

(iii) (a) The Company has granted loans to 5 companies covered in the registermaintained under Section 301 of the Companies Act, 1956. The maximum amount involvedduring the year was Rs. 16,776.30 lacs and the year end balance or loans balance of loansgranted to such parties was Rs. 14,625.30 lacs.

(b) In our opinion and according to the information and explanations given to us, therate of interest and other terms and conditions for such loans are not prima facieprejudicial to the interest of the Company.

(c) In respect of loans granted, repayment of the principal amount is as stipulated andpayment of interest has been regular.

(d) There is no overdue amount of loans granted to companies listed in the registermaintained under Section 301 of the Companies Act, 1956.

(e) According to information and explanations given to us, the Company has not takenany loans, secured or unsecured, from companies, firms or other parties covered in theregister maintained under Section 301 of the Companies Act, 1956. Accordingly, theprovisions of clause 4(iii)(e) to (g) of the Order are not applicable to the Company andhence not commented upon.

(iv) In our opinion and according to the information and explanations given to us,there is an adequate internal control system commensurate with the size of the Company andthe nature of its business, for the purchase of inventory and fixed assets and for thesale of goods and services. During the course of our audit, we have not observed any majorweakness or continuing failure to correct any major weakness in the internal controlsystem of the company in respect of these areas.

(v) (a) According to the information and explanations provided by the management, weare of the opinion that particulars of contracts or arrangements referred to in Section301 of the Act that need to be entered into the register maintained under Section 301 havebeen so entered.

(b) In our opinion and according to the information and explanations given to us, thetransactions made in pursuance of such contracts or arrangements exceeding value of Rupeesfive lacs have been entered into during the financial year at prices which are reasonablehaving regard to the prevailing market prices at the relevant time.

(vi) In respect of deposits accepted in earlier years, in our opinion and according tothe information and explanations given to us, directives issued by the Reserve Bank ofIndia and the provisions of Sections 58A, 58AA or any other relevant provisions of theCompanies Act, 1956 and the rules framed there under, to the extent applicable, have beencomplied with. We are informed by the management that no order has been passed by theCompany Law Board, National Company Law Tribunal or Reserve Bank of India or any Court orany other Tribunal.

(vii) In our opinion, the Company has an internal audit system commensurate with thesize and nature of its business.

(viii) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records underSection 209(1)(d) of the Companies Act, 1956, and are of the opinion that prima facie, theprescribed accounts and records have been made and maintained.

(ix) (a) Undisputed statutory dues including provident fund, investor education andprotection fund, employees' state insurance, income-tax, sales-tax, wealth-tax, servicetax, customs duty, excise duty, cess and other material statutory dues have generally beenregularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us, no undisputed amountspayable in respect of provident fund, investor education and protection fund, employees'state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, exciseduty, cess and other material undisputed statutory dues were outstanding, at the year end,for a period of more than six months from the date they became payable.

(c) According to the records of the Company, the dues outstanding of income-tax,sales-tax, wealth-tax, service tax, customs duty, excise duty and cess on account of anydispute, are as follows:

Name of the statute Nature of dues Amount (Rs. in lacs) Period to which amount relates (AY) Forum where dispute is pending
Wealth Tax Act, 1957 Demand in respect of assessment proceedings 565.78 2006-07 to 2010-11 Commissioner of Wealth Tax (Appeals)

(x) The Company has no accumulated losses at the end of the financial year and it hasnot incurred cash losses in the current and immediately preceding financial year.

(xi) Based on our audit procedures and as per the information and explanations given bythe management, we are of the opinion that the Company has not defaulted in repayment ofdues to banks.The Company did not have any outstanding debentures and loan from financialinstitution during the year.

(xii) According to the information and explanations given to us and based on thedocuments and records produced to us, the Company has not granted loans and advances onthe basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report)Order, 2003 (as amended) are not applicable to the Company.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities,debentures and other investments. Accordingly, the provisions of clause 4(xiv) of theCompanies (Auditor's Report) Order, 2003 (as amended) are not applicable to the Company.

(xv) According to the information and explanations given to us, the Company has givenguarantee for loans taken by others from bank or financial institutions, the terms andconditions whereof in our opinion are not prima-facie prejudicial to the interest of theCompany.

(xvi) Based on information and explanations given to us by the management, term loanswere applied for the purpose for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company, we report that no funds raised onshort-term basis have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties orcompanies covered in the register maintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debentures during the year.

(xx) The Company has not raised any money through a public issue during the year.

(xxi) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the financial statements and as per the information and explanationsgiven by the management, we report that no fraud on or by the Company has been noticed orreported during the year.

For S. R. Batliboi & Co. LLP

Chartered Accountants

ICAI Firm Registration Number: 301003E

per Anil Gupta

Partner

Membership Number: 87921

Place of Signature: Gurgaon

Date: 8th May, 2014

   
Futures & Options Quote
Future Data Not present
Key Information

Key Executives:

Saroj Kumar Poddar , Chairman

D B Engineer , Director

Marco Wadia , Director

Jyotsna Poddar , Whole-time Director


Company Head Office / Quarters:

Jai Kisaan Bhawan,
,
Zuarinagar,
Goa-403726
Phone : Goa-91-832-2592431 / Goa-
Fax : Goa-91-832-2555279 / Goa-
E-mail : shares@adventz.com/investor_redressal@zuari.co.in
Web : http://www.adventz.com

Registrars:


 
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