Welcome to Scribd, the world's digital library. Read, publish, and share books and documents. See more
Download
Standard view
Full view
of .
Save to My Library
Look up keyword
Like this
0Activity
0 of .
Results for:
No results containing your search query
P. 1
ZACL IM Updated FInal

ZACL IM Updated FInal

Ratings: (0)|Views: 0 |Likes:
Published by stupid1112

More info:

Published by: stupid1112 on Jul 31, 2013
Copyright:Attribution Non-commercial

Availability:

Read on Scribd mobile: iPhone, iPad and Android.
download as PDF, TXT or read online from Scribd
See more
See less

07/31/2013

pdf

text

original

 
INFORMATION MEMORANDUMZUARI AGRO CHEMICALS LIMITED(Formerly known as Zuari Holdings Limited)
Zuari Agro Chemicals
 
Limited (“Company”) was incorporated on 10
th
September, 2009under theCompanies Act, 1956 (“Companies Act”). The corporate identification number assigned to ourCompany is U65910GA2009PLC006177. 
Registered Office:
Jai Kisaan Bhawan, Zuarinagar, Goa-403726,
Tel:
(0832) 2592180, 2592181
 Corporate Office:
Global Business Park, Tower ‘A’, 5th Floor, M.G. Road, Gurgaon 122002,Haryana,
Website:
www.zuari.in
Compliance Officer & Contact Person:
Mr. R.Y. Patil, Chief General Manager & Company Secretary
Phone:
(0832) 2592180, 2592181,
Fax:
(0832) 2555279
, Email-id:
ryp@zuari.adventz.com
Information memorandum for the listing of 42,058,006
 
Equity Shares of Rs. 10
 
each fully paid uppursuant to the Scheme of Arrangement and DemergerNO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT TOTHIS INFORMATION MEMORANDUM
 
FOR PRIVATE CIRCULATION TO THE EQUITY SHAREHOLDERS OF THE COMPANYGENERAL RISKS
 Investment in equity and equity related securities, involves a degree of risk and investors shouldnot invest any funds in the equity shares of the Company unless they can afford to take the risk oflosing their investment. Investors are advised to read the risk factors carefully before taking adecision of investing in the equity shares of the Company. For taking an investment decision,investors must rely on their own examination of the Company, including the risks involved. Thesecurities have not been recommended or approved by Securities and ExchangeBoard of India (“
SEBI
”) nor does SEBI guarantee the accuracy or adequacy of this InformationMemorandum. Specific attention of investors is invited to the Section titled “
Risk Factors 
” in thisInformation Memorandum.
ISSUER’S ABSOLUTE RESPONSIBILITY
 The Company, having made all reasonable inquiries, accepts responsibility for and confirms thatthis Information Memorandum contains all information with regard to the Company, which ismaterial, that the information contained in this Information Memorandum is true and correct in allmaterial respects, that the opinions and intentions expressed herein are honestly held and thatthere are no other facts, the omission of which makes this Information Memorandum as a whole orany of such information or the expression of any such opinions or intentions misleading in anymaterial respect.
LISTING ARRANGEMENT
 The Equity Shares of the Company are proposed to be listed on the BSE Limited (BSE), and theNational Stock Exchange of India Limited (NSE). The Company has submitted this InformationMemorandum with BSE and NSE and the same has been made available on the Company’swebsite viz. www.zuari.in. The Information Memorandum would also be made available on thewebsite of BSE (www.bseindia.com) and NSE (www.nseindia.com).
REGISTRAR AND SHARE TRANSFER AGENT
LINK INTIME INDIA PRIVATE LIMITEDC-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (West), Mumbai 400 078Tel: (91 22) 2596 3838 Fax: (91 22) 2596 0329 Website: www.linkintime.co.inE-mail: rnt.helpdesk@linkintime.co.inInvestor Grievance Email: rnt.helpdesk@linkintime.co.inContact Person: N Mahadevan IyerSEBI Registration No.: INR000004058
1
 
Table of ContentsSr. No. Particulars Page No.
I Definitions & Abbreviations 3II Risk Factors 7III General Information 17IV Capital Structure 22V Objects And Rationale Of The Scheme 37VI Salient Features Of The Scheme 39VII Statement Of Possible Tax Benefits 43VIII Company History & Management 58IX Overview Of Organisation Structure 71XPromoter, Promoter Group and Subsidiary Companies andCompanies Under Same Management72XI Industry Overview 111XII Our Business 114XIII Financial Statements 116XIV Management’s Discussion and Analysis 117XV Outstanding Litigations, Defaults And Material Developments 120XVI Articles Of Association 190XVII Documents For Inspection 246DECLARATION 247
2
 
I: DEFINITIONS & ABBREVIATIONSCOMPANY / INDUSTRY RELATED TERMSTerm
 
Description
 
“Zuari Global Limited” or“ZGL” or “ZIL”Zuari Global Limited (formerly known as Zuari IndustriesLimited), a public limited company having its registeredoffice at Jai Kisaan Bhawan, Zuarinagar, Goa-403726Articles / Articles ofAssociationArticles of Association of our CompanyBoard of Directors / Board Board of Directors of the CompanyDemerged Undertaking Demerged Undertaking shall have the meaning ascribed tosuch term in “Scheme of Arrangement and Demerger”Demerger Appointed Date 1
st
July, 2011Effective Date Date of filing the Orders along with Form 21 with Registrarof Companies, i.e., 21
st
March, 2012Equity Share(s) or Share(s) Equity Share of our Company having a face value of
 ` 
10/-unless otherwise specified in the context thereofGroup Companies Group Companies of our Company as listed in “Promotersand Group Companies”Information MemorandumThis document filed with the Stock Exchanges is known asand referred to as the Information Memorandum.“ZACL” or “Company” or “OurCompany” or “we” or “us” or“our” or “ZHL”Zuari Agro Chemicals Limited (formerly known as ZuariHoldings Limited), a public limited company having itsregistered office at Jai Kisaan Bhawan, Zuarinagar, Goa-403726Listing AgreementsThe listing agreement to be entered into between ourCompany and the
 
Stock ExchangesMemorandum/ Memorandumof AssociationMemorandum of Association of the CompanyOrders Orders of the Hon’ble High Court of Bombay at Goa dated2
nd
March, 2012, approving the Scheme, and filed with theRoC on 21
st
March, 2012Promoter GroupPromoter Group as defined in “
Promoter, Promoter Groupand Subsidiary Companies and Companies Under SameManagement
PromotersZuari Global Limited (Formerly known as Zuari IndustriesLimited)Transferor CompanyZuari Global Limited (Formerly known as Zuari IndustriesLimited)Transferee CompanyZuari Agro Chemicals Limited (Formerly known as ZuariHoldings Limited)Record date 10
th
April, 2012
3

You're Reading a Free Preview

Download
/*********** DO NOT ALTER ANYTHING BELOW THIS LINE ! ************/ var s_code=s.t();if(s_code)document.write(s_code)//-->