zandu realty limited

Transcription

1 95 th ANNUAL REPORT zandu realty limited

2 Corporate Information BOARD OF DIRECTORS Mr. Abhijit Da a, Chairman Mr. Hari Mohan Marda Mr. Aditya Poddar Mr. Amar Bhalo a Mr. Sandeep Jhunjhunwala, Director & Manager CEO (Commercial) & Company Secretary Mr. Anand R. Mundra STATUTORY AUDITORS M/s. S. K. Agrawal & Co. Chartered Accountants BANKERS Central Bank of India The North Kanara G. S. B. Co-Op Bank Limited ICICI Bank Limited REGISTERED OFFICE Emami Tower 687, Anandapur, 2nd Floor, E. M. Bypass Kolkata Phone : (033) Fax : (033) investors@emamirealty.com Website : CIN : L24239WB1919PLC REGISTRAR AND TRANSFER AGENT M/s. Maheshwari Datama cs Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata Phone : (033) /5029 Fax : (033) mdpl@cal.vsnl.net.in Contents Directors Report 01 Management Discussion and Analysis Report 05 Report on Corporate Governance 07 Independent Auditors Report 18 Balance Sheet 22 Statement of Profit & Loss 23 Cash Flow Statement 24 Notes to the Financial Statements 25

3 1 Directors Report STATUTORY REPORTS / Directors Report Management Discussion and Analysis Report Dear Shareholders, Your Directors have pleasure in presen ng their 95th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, FINANCIAL RESULTS The financial performance of the Company for the year ended on 31st March, 2014 is summarised below : (`in Lacs) Par culars Revenue from Opera ons 2, Other Income* 2, Total Income 5, Total Expenses Profit Before Taxa on 4, Tax Expense 1, Earlier Year Income Tax (Net) (183.65) Profit a er Taxa on 3, Profit Brought Forward from previous year (5,167.88) (5,302.68) Transfer to General Reserve Balance Carried Forward (1,324.67) (5,167.88) * Includes ` Lacs propor onate transfer from Revalua on Reserves. DIVIDEND In order to conserve exis ng resources of the Company, your Directors do not recommend any dividend for the year. REVIEW OF OPERATIONS In respect of Company s Project, Zandu Sigma Estate at Dadar, Mumbai, Building 1A is ready for fit out and the construc on work of en re project is expected to be completed in the next financial year. As on 31st March, 2014, your Company has been able to sell around 70% of its Units in the said Project. In case of sale of units in respect of Building 1A, where more than 50% of the realisa on has been received by 31st March, 2014, your Company has recognised such sale of units as Revenue in the Statement of Profit & Loss for the year ended 31st March, SCHEME OF AMALGAMATION During the year under review, the Board of Directors of your Company in their mee ng held on 8th July, 2013 accorded their approval to a business restructuring plan consis ng of Scheme of Amalgama on ( the Scheme ) under the Companies Act, 1956 with the objec ve of achieving synergies in opera ons. The Scheme envisages merger of Emami Realty Limited with the Company with effect from 1st April 2013, being the Appointed Date. zandu realty limited Annual Report

4 2 Directors Report The Scheme was filed with the BSE Limited (BSE), being the Designated Stock Exchange and Na onal Stock Exchange of India Limited (NSE) seeking in-principal approval under Clause 24(f) of the Lis ng Agreement. BSE vide le er dated August 5, 2013 and NSE vide le er dated August 19, 2013, both addressed to the Securi es and Exchange Board of India ( SEBI ) have accorded their no-objec on to the said Scheme. Therea er, vide Le er dated May 2, 2014, BSE has conveyed that the Exchange is unable to grant its no-objec on to the dra Scheme in view of the observa ons made by SEBI. Your Company is considering appropriate ac on in consulta on with the respec ve Consultants. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND In terms of Sec on 205C of the Companies Act, 1956, unpaid dividend pertaining to financial year (2nd Interim Dividend & Final Dividend) and financial year (Frac onal Bonus & Interim Dividend) amoun ng to ` 20,50,414/- which was lying with the Company for a period of seven years were transferred to the Investors Educa on and Protec on Fund during the year under review. DISCLOSURES The informa on rela ng to conserva on of energy, technology absorp on and foreign exchange earnings and outgo as per Sec on 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Par culars in the Report of Board of Directors) Rules, 1988 is appended as Annexure A and forms part of this Report. DIRECTORS The Board of Directors comprises of 5 Directors, out of which 4 Directors are Independent Directors. The composi on of the Board is in compliance with the provisions of Clause 49 of the Lis ng Agreement with the Stock Exchange(s). The Companies Act, 2013 ( the Act ) provides for appointment of Independent Directors. Sub-sec on (10) of Sec on 149 of the Act (effec ve from April 1, 2014) provides that Independent Directors shall hold office for a term of upto five consecu ve years on the Board of a company and shall be eligible for re-appointment on passing a special resolu on by the shareholders of the company. Sub-sec on (11) states that no Independent Director shall be eligible for more than two consecu ve terms of five years each. As per sub-sec on (13), Independent Directors shall not be liable to re re by rota on. Therefore, Mr. Sandeep Jhunjhunwala, being the only Non-Independent Director on the Board of the Company re res from office by rota on at the ensuing Annual General Mee ng and being eligible, has offered himself for re-appointment. In order to align the term of Independent Directors with the provisions of the Act, the Board of Directors in their mee ng held on 21st May, 2014 has proposed the appointment of Mr. Abhijit Da a, Mr. Hari Mohan Marda, Mr. Aditya Poddar and Mr. Amar Bhalo a as Independent Directors of the Company for a term for a term upto 31st March, 2019, subject to the approval of the members. PARTICULARS OF EMPLOYEES The par culars required under Sec on 217(2A) of the Companies Act, 1956, read with the Companies (Par culars of Employees) Rules, 1975 are not applicable to the Company. AUDITORS The Board, on recommenda on of the Audit Commi ee, has proposed that M/s. S. K. Agrawal & Co., Chartered Accountants, who re res at the conclusion of the ensuing Annual General Mee ng, be re-appointed as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Mee ng ll the conclusion of next Annual General Mee ng. M/s. S. K. Agrawal & Co., Chartered Accountants have signified their consent, in wri ng, for such appointment along with a cer ficate sta ng that their appointment, if made, shall be in accordance with Sec on 139 read with Sec on 141 of the Companies Act, APPOINTMENT OF COST ACCOUNTANT UNDER COMPANIES COST ACCOUNTING RECORDS RULES, 2011 M/s. B. Mukhopadhyay & Co., a Prac cing Cost Accountants were appointed as Cost Accountant to issue the Compliance Report for the financial year in terms of The Companies (Cost Accoun ng Records) Rules, 2011 issued by the Ministry of Corporate Affairs vide GSR 430(E) dated 3rd June, DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of Sec on 217 (2AA) of the Companies Act, 1956, the Board of Directors hereby state that :

5 Directors Report a) in the prepara on of the annual accounts for the year ended 31st March, 2014, the applicable accoun ng standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same; b) the Directors have selected such accoun ng policies and applied them accordingly from me to me and made judgments and es mates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014, and of the profit of the Company for the year ended on that date; c) the Directors have taken proper and sufficient care to maintain adequate accoun ng records in accordance with the provisions of the Companies Act, 1956, for safeguarding the Company s assets and for preven ng and detec ng fraud and other irregulari es; and d) the Directors have prepared the accounts for the year ended 31st March, 2014 on a going concern basis. CORPORATE GOVERNANCE As per Clause 49 of the Lis ng Agreement, a separate sec on on Corporate Governance prac ces followed by the Company together with a cer ficate from the Company s Auditors confirming compliance is set out in the Annexure forming part of this Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis Report for the year under review is presented in a separate sec on forming part of this Report. ACKNOWLEDGEMENTS Your Directors wish to extend their thanks and apprecia on for the valuable and con nued support received from the Shareholders, Employees, Company s Bankers, Central and State Government Authori es, Stock Exchange(s), CDSL, NSDL and all other Business Associates for the growth of the organiza on. 3 zandu realty limited Annual Report STATUTORY REPORTS / Directors Report Management Discussion and Analysis Report For and on behalf of the Board Kolkata May 21, 2014 Abhijit Da a Chairman

6 4 Annexure A to the Directors Report DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 A) CONSERVATION OF ENERGY : Your Company is into real estate business and is not included in the list of industries under Schedule to the Companies (Disclosure of Par culars in the Report of Board of Directors) Rules, Therefore, Form A and the disclosures contained therein are not applicable to the Company. B) TECHNOLOGY ABSORPTION : Form B : Disclosure of par culars with respect to absorp on Research & Development (R & D) Specific areas in which R & D carried out by the Company The Company has not undertaken any ac vity rela ng to research and development during the year under review. Benefits derived as a result of the above R&D Future plan of ac on Sl. No. Expenditure on R & D (`) (`) 1. Capital Expenditure NIL NIL 2. Recurring Expenditure NIL NIL Total NIL NIL Total R & D expenditure as a percentage of total turnover N.A. N.A. Technology absorp on, adapta on and innova on Efforts, in brief, made towards technology absorp on, adapta on and innova on Benefits derived as a result of the above efforts, e.g., product improvement, cost reduc on, product development, import subs tu on, etc. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial year), following informa on may be furnished : (a) Technology imported (b) Year of import (c) Has technology been fully absorbed? (d) If not fully absorbed, areas where this has not taken place, reasons there for and future plans of ac on C) FOREIGN EXCHANGE EARNING AND OUTGO : Ac vi es rela ng to exports; Ini a ves taken to increase exports; Development of new export markets for products and services; & Export plans Not Applicable Not Applicable Not Applicable Total foreign exchange used and earned FY (`) FY (`) Foreign Exchange Earnings NIL NIL Foreign Exchange Outgo NIL NIL

7 5 INDUSTRY STRUCTURE AND DEVELOPMENTS Despite being burdened with high construc on costs and increased cost of borrowing, the Indian construc on and real estate sector con nues to be a favoured des na on for global investors, said the Grant Thornton Interna onal Business Report. The year 2013 saw a series of reform-oriented moves by the Indian government in an effort to infuse cash flows and bolster the sector. The Real Estate (Regula on and Development) Bill, 2013 was introduced in the Rajya Sabha in August, 2013 to promote the real estate sector and bring transparency. Another milestone in this direc on has been the enactment of The Right to Fair Compensa on and Transparency in Land Acquisi on, Rehabilita on and Rese lement Act, 2013 which has come into effect from January 1, 2014 replacing the century old Land Acquisi on Act, The new Act is aimed at protec ng the rights of land owners while ensuring fair compensa on and rese lement in lieu of sale of their land to either private developers for commercial development or government for public purposes. The securi es market regulator, Securi es and Exchange Board of India has come up with dra regula ons on Real Estate Investment Trusts (REITs) which is a welcome step. Introduc on of REITs is going to provide a mely opportunity to both investors and the real estate industry to develop a mature and transparent market. The Indian Government has amended its SEZ norms to make them more inclusive by a rac ng more small and medium enterprises to its scheme. OPPORTUNITIES AND THREATS India Ra ngs & Research has maintained a nega ve to stable outlook on the real estate sector for on the back of con nued weak end-user demand and adverse consumer sen ments. The urban popula on is expected to surge in the coming years, which, coupled with growth in employment, educa on and health care, will push the demand for residen al and commercial space. Things will start looking up for the sector only in the second half of While we con nue to be op mis c about the markets we operate and growth therein but we remain cau ous about the macro-economic changes and the regulatory headwinds being faced by the sector as a whole. PERFORMANCE AND OUTLOOK The construc on work of the Company s Project at Dadar, Mumbai is nearing comple on and is expected to be completed in the next financial year. As on 31st March 2014, your Company has been able to sell around 70% of its Units in the said Project. CHALLENGES, RISKS AND CONCERNS Your Company operates in an environment which is effected by various factors some of which are beyond its control. The management periodically reviews the control mechanisms in place, so that risks can be minimized to the op mum. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY Management Discussion and Analysis Report Our internal control systems are adequate and provide, among other things, reasonable assurance of recording transac ons of opera ons in all material respects and of providing protec on against misuse or losses from unauthorized use or disposi on. STATUTORY REPORTS / Management Discussion and Analysis Report Report on Corporate Governance zandu realty limited Annual Report

8 6 Management Discussion & Analysis Report FINANCIAL PERFORMANCE These financial statements have been prepared under historical cost conven on in accordance with generally accepted accoun ng principles and provisions of the Companies Act, 1956 (which con nues to be applicable in respect of Sec on 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and the Accoun ng Standards no fied in Companies (Accoun ng Standard) Rules, 2006 to the extent applicable. Our management accepts responsibility for the integrity and objec vity of these financial statements. The networth of your Company has increased from ` 20, Lacs as on 31st March, 2013 to ` 21, Lacs as on 31st March, HUMAN RESOURCE AND INDUSTRIAL RELATION Your Company s business is managed by a team of competent and passionate leaders, capable of enhancing your Company s standing in the sector. CAUTIONARY STATEMENT Statement in this Management Discussion and Analysis, describing the Company s objec ves, projec ons, es mates and expecta ons maybe forward looking statements within the meaning of applicable laws and regula ons. Actual results might differ materially from those either expressed or implied.

9 7 Report on Corporate Governance CORPORATE GOVERNANCE Sound Corporate Governance prac ces are guided by culture, conscience and mindset of an organiza on and are based on principles of openness, fairness, professionalism, transparency and accountability with an aim to build confidence of its various stakeholders and paving way for its long-term success. Achievement of excellence in good Corporate Governance prac ces requires con nuous efforts and focus on its resources, strengths and strategies towards ensuring fairness and transparency in all its dealings with its stakeholders including society at large. COMPANY S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE At Zandu, corporate governance has always been a focal point of a en on with emphasis on the complete well-being of all cons tuents. Good corporate governance encompasses law, procedures, prac ces and implicit rules that determine the management s ability to take sound and informed business decisions vis-à-vis all its stakeholders i.e. shareholders, creditors, employees and the State. The Company s philosophy on corporate governance envisages a ainment of the highest level of transparency, accountability, integrity and equity in all facets of its opera ons and in its interac on with stakeholders. The Board of Directors of your Company is responsible for and commi ed to sound principles of Corporate Governance in the Company. The Board plays a pivotal role in overseeing how the management serves the short and long term interests of shareholders and other stakeholders. This belief is reflected in our governance prac ces, under which we strive to maintain an effec ve, informed and independent Board. We keep our governance prac ces under con nuous review and benchmark ourselves to the best prac ces across the globe. BOARD OF DIRECTORS Composi on of Board of Directors The Company has an op mum composi on of Board of Directors in conformity with Clause 49 of the Lis ng Agreement entered into with the Stock Exchanges. The Board as on 31st March, 2014, consists of 5 directors out of which 4 directors are Independent Directors. The composi on and category of the directors on the Board are as follows : STATUTORY REPORTS STATUTORY / Report REPORTS on Corporate / Directors Governance Report Management Discussion Certificate and Analysis of Compliance Report Sl. No. Name Designa on Category 1 Mr. Abhijit Da a Chairman Non-Execu ve Independent 2 Mr. Hari Mohan Marda Director Non-Execu ve Independent 3 Mr. Aditya Poddar Director Non-Execu ve Independent 4 Mr. Amar Bhalo a Director Non-Execu ve Independent 5 Mr. Sandeep Jhunjhunwala Director & Manager Execu ve Board Mee ngs & Procedure The Board ensures that the Company s repor ng and disclosure prac ces meet highest standards of Corporate Governance and that the business prac ces followed by the Company are oriented towards mee ng obliga ons towards various stakeholders and enhancing shareholders value. zandu realty limited Annual Report

10 8 Report on Corporate Governance The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from normal business. The Agenda of the mee ng is circulated well in advance to the Board members backed by comprehensive background informa on to enable them to take appropriate decisions. In addi on to the informa on required under Annexure la to Clause 49 of the Lis ng Agreement, the Board is also kept informed of major events/items and approvals taken wherever necessary. Number and dates of Board Mee ngs held during the year Five Board mee ngs were held during the year under review on 29th May 2013, 8th July 2013, 12th August 2013, 11th November 2013 and 10th February Details of board mee ngs held during the financial year and the number of Directors present are listed below : Sl. No. Date of Board Mee ng Total strength of the Board No. of directors present 1 May 29, July 8, August 12, November 11, February 10, The maximum me gap between any two mee ngs was less than four months as s pulated under Clause 49. A endance at aforesaid Board Mee ngs, at the last Annual General Mee ng and the number of Directorships and Commi ee Chairmanship / Memberships in other Companies of each of the Directors as on 31st March, 2014 are below:- Name of Director Board mee ng a ended during the year A endance at the last AGM Number of other Directorships and Commi ee / as on 31st March, 2014 Other Directorship # Commi ee Membership ^ Commi ee Chairmanship Mr. Abhijit Da a 4 Yes Mr. Hari Mohan Marda 5 Yes 6 3 Mr. Aditya Poddar 3 No Mr. Amar Bhalo a No No 3 Mr. Sandeep Jhunjhunwala 5 Yes # Excluding Alternate Directorships and Directorships in the Foreign Companies, Sec on 25 Companies and Private Limited Includes only Audit Commi ee and Stakeholders Rela onship Commi ee (Shareholders /Investors Grievance Commi ee). ^ Includes Chairmanship. None of the Directors on the Board is a member of more than 10 board level commi es or Chairman of more than 5 such commi ees as specified in Clause 49 of the Lis ng Agreement, across all the companies in which he is a Director. COMMITTEES OF THE BOARD The Board Commi ees play a crucial role in the governance structure of the Company and have been cons tuted to deal with specific areas/ac vi es which concern the Company and need a closer review. The Board Commi ees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance prac ce. The minutes of the mee ngs of all the Commi ees are placed before the Board for review. The Board has currently established the following statutory and non-statutory Commi ees : Audit Commi ee. Stakeholders Rela onship Commi ee. Business Re-organisa on/re-structuring Commi ee. Corporate Social Responsibility Commi ee. Nomina on & Remunera on Commi ee.

11 Report on Corporate Governance Audit Commi ee As on 31st March, 2014, the Commi ee consists of 4 Directors, who bring with them vast experience in the field of opera ons, finance and accounts. The Commi ee comprises of : Sl. No. Name Category Designa on 1 Mr. Hari Mohan Marda Non-Execu ve Independent Chairman 2 Mr. Aditya Poddar Non-Execu ve Independent Member 3 Mr. Amar Bhalo a Non-Execu ve Independent Member 4 Mr. Sandeep Jhunjhunwala Director & Manager Member The Audit Commi ee was re-cons tuted on 29th May, 2013 with the appointment of Mr. Sandeep Jhunjhunwala as a member. The Chairman of the Audit Commi ee is an Independent Director and the Company Secretary acts as the Secretary to the Commi ee. The Chairman of the Audit Commi ee a ended the previous Annual General Mee ng held on 12th August, STATUTORY REPORTS STATUTORY / Report REPORTS on Corporate / Directors Governance Report Management Discussion Certificate and Analysis of Compliance Report The Commi ee s composi on and its terms of reference meet the requirements of Sec on 177 of the Companies Act, 2013 and Clause 49 of the Lis ng Agreement. The Audit Commi ee is empowered, pursuant to its terms of reference, inter-alia, to : Inves gate any ac vity within its terms of reference. Seek informa on from any employee. Obtain outside legal or other professional advice. Secure a endance of outsiders with relevant exper se, if it considers necessary. Have full access to informa on contained in the records of the Company. The Audit Commi ee of the Company is entrusted with the responsibility to supervise the Company s internal controls and financial repor ng process and inter-alia performs the following func ons : 1. Oversight of the Company s financial repor ng process and the disclosure of its financial informa on to ensure that the financial statement is correct, sufficient and credible. 2. Recommending to the Board, the appointment, re-appointment, remunera on, terms of appointment and, if required, the replacement or removal of the statutory auditor and the fixa on of audit fees. 3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors. 4. Reviewing, with the management, the annual financial statements before submission to the board for approval, with par cular reference to : a. Ma ers required to be included in the Director s Responsibility Statement to be included in the Board s report in terms of clause (c) of sub-sec on 3 of sec on 134 of the Companies Act, 2013 (clause (2AA) of sec on 217 of the Companies Act, 1956). b. Changes, if any, in accoun ng policies and prac ces and reasons for the same. c. Major accoun ng entries involving es mates based on the exercise of judgment by management. d. Significant adjustments made in the financial statements arising out of audit findings. e. Compliance with lis ng and other legal requirements rela ng to financial statements. f. Disclosure of any related party transac ons. g. Qualifica ons in the dra audit report. 5. Examina on of financial statements and the auditors report thereon. 6. Approval or any subsequent modifica on of transac ons with related par es. 7. Scru ny of inter-corporate loans and investments. zandu realty limited Annual Report

12 10 Report on Corporate Governance 8. Valua on of undertaking or assets of the Company, wherever necessary. 9. Reviewing, with the management, the quarterly financial statements before submission to the board for approval. 10. Reviewing, with the management, the statement of uses/applica on of funds raised through an issue (public issue, rights issue, preferen al issue, etc.), the statement of funds u lized for purposes other than those stated in the offer document/ prospectus/no ce and the report submi ed by the monitoring agency monitoring the u lisa on of proceeds of a public or rights issue, and making appropriate recommenda ons to the Board to take up steps in this ma er. 11. Reviewing and monitoring the auditor s independence and performance and effec veness of audit process. 12. Reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems. 13. Reviewing the adequacy of internal audit func on, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, repor ng structure coverage and frequency of internal audit. 14. Discussion with internal auditors any significant findings and follow up there on. 15. Reviewing the findings of any internal inves ga ons by the internal auditors into ma ers where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and repor ng the ma er to the board. 16. Evalua on of internal financial controls and risk management systems. 17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 18. To look into the reasons for substan al defaults in the payment to the depositors, debentureholders, shareholders (in case of non-payment of declared dividends) and creditors. 19. To review the func oning of the Whistle Blower Mechanism. 20. Approval of appointment of CFO (i.e., the Whole-Time Finance Director or any other person heading the finance func on or discharging that func on) a er assessing the qualifica ons, experience & background, etc. of the candidate. 21. Carrying out any other func on as is men oned in the terms of reference of the Audit Commi ee. During the financial year ended 31st March 2014, Audit Commi ee met 5 mes on 29th May 2013, 8th July 2013, 12th August 2013, 11th November 2013 and 10th February The details of the number of mee ngs held and a endance of the directors thereat is given herein below : Sl. No. Name of Directors No. of Mee ngs held No. of Mee ngs A ended 1 Mr. Hari Mohan Marda Mr. Aditya Poddar Mr. Amar Bhalo a Mr. Sandeep Jhunjhunwala 5 4 Stakeholders Rela onship Commi ee As on 31st March 2014, the Commi ee comprises of : Sl. No. Name Category Category 1 Mr. Hari Mohan Marda Non-Execu ve Independent Chairman 2 Mr. Aditya Poddar Non-Execu ve Independent Member 3 Mr. Amar Bhalo a Non-Execu ve Independent Member 4 Mr. Sandeep Jhunjhunwala Director & Manager Member The Commi ee was re-cons tuted on 29th May, 2013 with the appointment of Mr. Sandeep Jhunjhunwala as a member. The Commi ee was re-named on 21st May, 2014 to align with the requirements of Sec on 178 of the Companies Act, 2013.The composi on and the terms of reference of the Commi ee meet with the requirements of Clause 49 of the Lis ng Agreement and provisions of the Companies Act, The Company Secretary acts as Secretary to the Commi ee.

13 Report on Corporate Governance During the period under review, 3 mee ngs were held on 16th April, 2013, 11th November, 2013 & 20th February, All the then members of the Commi ee except Mr. Amar Bhalo a were present at the said mee ngs. The Commi ee looks into redressal of Shareholders /Investors complaints like transfer of shares, non-receipt of declared dividend, non-receipt of annual report etc., besides complaints from SEBI, Stock Exchange and Registrar of Companies etc. The Company received 4 complaints from shareholders regarding non-receipt of annual reports, dividend & share cer ficate, all of which were resolved to the sa sfac on of shareholders and none of them are pending as on 31st March Compliance Officer Mr. Anand R. Mundra, Company Secretary is the Compliance Officer of the Company for complying with the requirements of Securi es Laws and Lis ng Agreements with the Stock Exchanges. Business Re-organisa on/restructuring Commi ee As on 31st March 2014, the Commi ee comprises of : 11 STATUTORY REPORTS STATUTORY / Report REPORTS on Corporate / Directors Governance Report Management Discussion Certificate and Analysis of Compliance Report Sl. No. Name Category Designa on 1 Mr. Abhijit Da a Non-Execu ve Independent Chairman 2 Mr. Hari Mohan Marda Non-Execu ve Independent Member 3 Mr. Aditya Poddar Non-Execu ve Independent Member 4 Mr. Sandeep Jhunjhunwala Director & Manager Member The Commi ee was recons tuted on 29th May, 2013 with the appointment of Mr. Hari Mohan Marda as a member. The Company Secretary acts as Secretary to the Commi ee. During the year under review, no mee ng of this Commi ee was held. Corporate Social Responsibility Commi ee The Corporate Social Responsibility (CSR) Commi ee was cons tuted by the Board of Directors in their mee ng held on 21st May, 2014 in terms of the requirements of Sec on 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules The Commi ee comprises of : Sl. No. Name Category Designa on 1 Mr. Abhijit Da a Non-Execu ve Independent Chairman 2 Mr. Aditya Poddar Non-Execu ve Independent Member 3 Mr. Sandeep Jhunjhunwala Director & Manager Member The composi on and the terms of reference of the Commi ee meet with the requirements of the Companies Act, The Company Secretary acts as Secretary to the Commi ee. Terms of Reference of the Commi ee, inter-alia, includes the following : To formulate and recommend to the Board, a Corporate Social Responsibility ( CSR ) Policy which shall indicate the ac vi es to be undertaken by the Company as specified in Schedule-VII of the Act; To recommend the amount of expenditure to be incurred on the CSR ac vi es in a financial year; To monitor the CSR Policy of the Company from me to me; To ins tute a transparent monitoring mechanism for implementa on of the CSR projects or programs or ac vi es undertaken by the Company; zandu realty limited Annual Report

14 12 Report on Corporate Governance Any other ma er/thing as may be considered expedient by the members in furtherance of and to comply with the CSR Policy of the Company. To carry out any other func on as is mandated by Board from me to me and/or enforced by any statutory no fica on, amendment or modifica on as may be necessary or appropriate for performance of its du es. Nomina on & Remunera on Commi ee The Commi ee comprises of : Sl. No. Name Category Designa on 1 Mr. Hari Mohan Marda Non-Execu ve Independent Chairman 2 Mr. Aditya Poddar Non-Execu ve Independent Member 3 Mr. Amar Bhalo a Non-Execu ve Independent Member The Commi ee was cons tuted by the Board of Directors in their mee ng held on 21st May, 2014 in terms of sec on 178 of the Companies Act, 2013.The composi on and the terms of reference of the Commi ee meet with the requirements of Clause 49 of the Lis ng Agreement and provisions of the Companies Act, 2013.The Company Secretary acts as Secretary to the Commi ee. Terms of Reference of the Commi ee, inter alia, includes the following : To iden fy persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and removal; To formulate criteria for and carry out evalua on of Independent Directors and the Board; To formulate criteria for determining qualifica ons, posi ve a ributes and independence of a director and recommend to the Board a Policy, rela ng to the remunera on for the Directors, Key Managerial Personnel and other employees; To device a policy on Board diversity; To carry out any other func on as is mandated by the Board from me to me and/or enforced by any statutory no fica on or modifica on as may be applicable; Remunera on Policy The success of the organiza on in achieving good performance and good governing prac ces depends on its ability to a ract and retain individuals with requisite knowledge and excellence as execu ve and non-execu ve directors. With this objec ve, the Board decides on the remunera on to be paid to the directors. While deciding on the remunera on, the Board of Directors considers the performance of the Company, the current trends in the industry, the qualifica ons of the appointee, his experience, past performance and other relevant factors. Criteria for payment to Non-Execu ve Directors As per the present policy, the Company does not pay remunera on to any Independent Director except si ng fees for a ending the mee ngs of the Board/Commi ees. During the year, there were no pecuniary rela onships or transac ons between the Company and any of its Non-Execu ve Directors except payment of si ng fees. The Company has not granted any Stock Op ons to any of its Non-Execu ve Directors. Details of the si ng fees paid to the Independent Directors during the Financial Year Name of the Directors Category Si ng Fees (`) Mr. Abhijit Da a Non-Execu ve Independent 40,000 Mr. Hari Mohan Marda Non-Execu ve Independent 1,10,000 Mr. Aditya Poddar Non-Execu ve Independent 75,000 Mr. Amar Bhalo a Non-Execu ve Independent 7,500 No commission was paid to Directors during the year ended 31st March 2014.

15 Report on Corporate Governance Shares held by Non-Execu ve Directors The table below gives details of shares held by the Non-execu ve Directors as on 31st March 2014 : Name of Directors Category No. of shares Mr. Abhijit Da a Non-Execu ve Independent Nil Mr. Hari Mohan Marda Non-Execu ve Independent Nil Mr. Aditya Poddar Non-Execu ve Independent Nil Mr. Amar Bhalo a Non-Execu ve Independent Nil GENERAL BODY MEETINGS A) Loca on and me, where last three annual general mee ngs (AGMs) were held : Year Day, Date & Time Venue Special resolu on passed Monday, 12th August, 2013 at 2.30 P.M Friday, 21st September 2012 at 2.30 P.M Saturday, 24th September 2011 at 2.30 P.M. Emami Tower, 687 Anandapur, E. M. Bypass, Kolkata Emami Tower, 687 Anandapur, E. M. Bypass, Kolkata Emami Tower, 687 Anandapur, E. M. Bypass, Kolkata B) No extra-ordinary general mee ng of the shareholders was held during the year. C) No Special Resolu on passed through postal ballot during the financial year D) None of the business proposed to be transacted at the ensuing Annual General Mee ng which requires passing a resolu on through postal ballot. DISCLOSURES 1. Related party transac ons : All contracts with our affiliates entered into during the said period have no poten al conflict of interests of the Company at large and are being carried out at an arm s length at fair market value. Details of such transac ons as per requirement of Accoun ng Standard 18 are disclosed in Note No to the audited accounts. A statement of these transac ons was also placed before the Audit Commi ee and in the Board mee ngs from me to me. 2. Details of non-compliance by the Company : There has been no non-compliance and no strictures/penal es have been imposed on the Company by the Stock Exchanges or the Securi es and Exchange Board of India (SEBI) or any statutory authority on any ma ers related to capital markets during the last three years. 3. Accoun ng treatment in prepara on of financial statement : The financial statements have been prepared under historical cost conven on in accordance with generally accepted accoun ng principles and provisions of the Companies Act, 1956 (which con nues to be applicable in respect of Sec on 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and the Accoun ng Standards no fied in Companies (Accoun ng Standard) Rules, Compliance with Clause 49 of the Lis ng Agreement : The Company has complied with the mandatory requirements of the Clause 49 of the Lis ng Agreement. The details of these compliances have been given in the relevant sec ons of this report. NIL NIL NIL 13 STATUTORY REPORTS STATUTORY / Report REPORTS on Corporate / Directors Governance Report Management Discussion Certificate and Analysis of Compliance Report zandu realty limited Annual Report

16 14 Report on Corporate Governance CODE OF CONDUCT The Board has laid down the Code of Conduct for its Members and designated Senior Management Personnel of the Company. The Code has been posted on the Company s website All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct. CEO/CFO CERTIFICATION In terms of requirement of Clause 49(V) of the Lis ng Agreement, CEO/CFO of the Company have cer fied to the Board regarding financial statements for the year ended 31st March, MEANS OF COMMUNICATION i) Publica on of results : The Company publishes its quarterly and annual results in newspapers such as Business Standard, Financial Express, Ek Din and EI Samay. The same are also submi ed to the Stock Exchanges. ii) News, Releases etc: The Company has its own website and all vital informa on rela ng to the Company and its performance including financial results are regularly posted on the Company s website. iii) During the year under review, the Company did not make any presenta on to ins tu onal investors or to analysts. GENERAL SHAREHOLDER INFORMATION i. AGM Details ii. Date : 5th September, 2014 Time : 3:15 P.M. Venue : Emami Tower, 687, Anandapur E. M. Bypass, Kolkata Financial Calendar Financial year -1st April, 2014 to 31st March, 2015 Financial Repor ng for the Year : Par culars Quarter/half year/ Tenta ve Schedule* year ending Unaudited Financial Results (1st Quarter) Q.E On or before 14th August, 2014 Unaudited Financial Results (2nd Quarter) Q.E On or before 14th November, 2014 Unaudited Financial Results (3rd Quarter) Q.E On or before 14th February, 2015 Audited Financial Results (4th Quarter/Annual) Y.E On or before 30th May, 2015 * tenta ve and subject to change iii. Book closure Dates : 1st September, 2014 to 5th September, 2014 (Both days inclusive) iv. Dividend Payment Date : Not Applicable v. Lis ng on Stock Exchanges : BSE Limited (BSE) Na onal Stock Exchange of India Ltd. (NSE) The lis ng fees for financial year & to BSE & NSE have been paid. vi. Stock Code : Trading symbol BSE Limited NSE - ZANDUREALT Demat ISIN No. : ISIN No. : INE719A01017 Corporate Iden ty No : L24239WB1919PLC136397

17 Report on Corporate Governance vii. Market Price Data High, Low during each month in the last financial year at BSE and NSE : Month BSE Zandu Price (`) NSE Zandu Price (`) High Low High Low April, , , , May, , , June, , , July, , , August, September, , October, November, , , December, January, February, March, STATUTORY REPORTS STATUTORY / Report REPORTS on Corporate / Directors Governance Report Management Discussion Certificate and Analysis of Compliance Report (Source : This informa on is compiled from the data available from the website of BSE & NSE) viii. Performance in comparison to broad based indices such as BSE Sensex, etc ix. BSE SENSEX Apr 13 May 13 Jun 13 Jul 13 Aug 13 Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 Feb 14 Mar 14 Month Ended Zandu Realty Ltd. Registrar and Share Transfer Agent and Share Transfer System The Company s share transfers are handled by Maheshwari Datama cs Pvt. Ltd., Registrar and Transfer Agents (RTA). Maheshwari Datama cs Pvt. Ltd. 6, Mangoe Lane, 2nd Floor Kolkata Tel No.: / 5029 Fax No.: Id : mdpl@cal.vsnl.net.in x. Share Transfer System The shares received in physical mode by the Company/RTA are transferred expedi ously provided the documents are complete and shares under transfer are not under dispute. Confirma on in respect of the request for dematerializa on of shares is sent to respec ve depositories Na onal Securi es Depository Limited (NSDL)/ Central Depository Services (India) Limited (CDSL) within s pulated period. NSE - S & P CNX NIFTY Apr 13 May 13 Jun 13 Jul 13 Aug 13 Sep 13 Oct 13 Nov 13 Dec 13 Jan 14 Feb 14 Mar 14 Month Ended Zandu Realty Ltd. zandu realty limited Annual Report

18 16 Report on Corporate Governance xi. Distribu on of Shareholding and shareholding pa ern as on 31st March, 2014 a. Distribu on of Shareholding : No. of Equity Shareholding Holders %age No. of shares % age Upto , ,74, to 1, , ,001 to 2, , ,001 to 3, , ,001 to 5, , ,001 to 10, , ,001 and above ,45, Total 30, ,06, b. Shareholding Pa ern : Sl. No. Holders No. of shares Percentage of capital I. Promoter and promoter group 2,86, II. Financial Ins tu ons/banks 2, III. Bodies Corporate 75, IV. Individuals 3,90, V. Non Resident Individual 12, VI. Clearing Member 39, Total 8,06, xii. Dematerializa on of shares and liquidity As on 31st March 2014, 7,77,462 shares of the Company, aggrega ng to 96.41% of the paid-up share capital of the Company was held in demarterialised form with the NSDL and CDSL. xiii. Outstanding conver ble instruments, conversion date and likely impact on equity The Company has not issued any GDRs/ADRs/Warrants or any Conver ble instruments. xiv. Plant Loca ons Not Applicable. xv. Address For Correspondence For any assistance, queries regarding transfer or transmission of shares, dematerializa on, non-receipt of dividend, noncredit of shares in demat account and any other query rela ng to the shares of the Company and Annual Report, the shareholders may write to the following : (i) Zandu Realty Limited (ii) Registrar and Share Transfer Agent Emami Tower, 2nd Floor Maheshwari Datama cs Pvt. Ltd. 687, Anandapur E.M. Bypass 6, Mangoe Lane, 2nd Floor Kolkata Kolkata Tel No. (033) Tel No. (033) / 5029 Fax No. (033) Fax No. (033) investors@emamirealty.com mdpl@cal.vsnl.net.in

19 Certificate CERTIFICATE OF COMPLIANCE WITH CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT As provided under Clause 49 of the Lis ng Agreement with the Stock Exchanges, the Company has obtained from all the members of the Board and Senior Management, affirma on that they have complied with the Code of Conduct for Directors and Senior Management in respect of financial year Place : Kolkata Date : 21st May, 2014 For Zandu Realty Limited Sandeep Jhunjhunwala Director & Manager 17 STATUTORY STATUTORY REPORTS REPORTS / Certificate / Directors of Compliance Report Management Discussion Independent and Auditors Analysis Report zandu realty limited Annual Report To, The Members of Zandu Realty Limited CERTIFICATE OF COMPLIANCE FROM AUDITORS AS STIPULATED UNDER CLAUSE 49 OF THE LISTING AGREEMENT WITH THE STOCK EXCHANGES We have reviewed the records of Zandu Realty Limited for the year ended on March 31, 2014 rela ng to compliance with the requirements of Corporate Governance as s pulated in Clause 49 of the lis ng agreements of the Company with the stock exchanges. The compliance of the condi ons of Corporate Governance is the responsibility of the management. Our review was limited to procedures and implementa on thereof, adopted by the Company for ensuring the compliance of the condi ons of Corporate Governance. It is neither an audit nor an expression of opinion on the Financial Statements of the Company. In our opinion and according to the informa on and explana ons given to us, we state that to the best of our knowledge the Company has complied with the condi ons of Corporate Governance as s pulated in Clause 49 of the above men oned Lis ng Agreement. We further state that such compliance is neither an assurance as to the further viability of the Company nor the efficiency nor effec veness with which the management has conducted the affairs of the Company. For S. K. AGRAWAL & COMPANY Firm Registra on No E Chartered Accountants Radhakrishan Tondon Place : Kolkata Partner Dated : 21st May, 2014 M. No

20 18 Independent Auditors Report To The Members of Zandu Realty Limited REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements of ZANDU REALTY LIMITED ( the Company ) which comprise the Balance Sheet as at 31st March 2014, and the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date and a summary of significant accoun ng policies and other explanatory informa on. MANAGEMENT S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the prepara on of these financial statements that give a true and fair view of the financial posi on, financial performance and cash flows of the Company in accordance with the Accoun ng Standards referred to in sub-sec on (3C) of Sec on 211 of the Companies Act, 1956 ( the Act ) (which con nues to be applicable in respect of Sec on 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs) and in accordance with the accoun ng principles generally accepted in India. This responsibility includes the design, implementa on and maintenance of internal control relevant to the prepara on and presenta on of the financial statements that give a true and 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 our audit. We conducted our audit in accordance with the Standards on Audi ng issued by the Ins tute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s prepara on and fair presenta on of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effec veness of the Company s internal control. An audit also includes evalua ng the appropriateness of accoun ng policies used and the reasonableness of the accoun ng es mates made by management, as well as evalua ng the overall presenta on of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. OPINION In our opinion and to the best of our informa on and according to the explana ons given to us, the financial statements give the informa on required by the Act in the manner so required and give a true and fair view in conformity with the accoun ng principles generally accepted in India : i) In the case of the Balance Sheet, of the State of affairs of the Company as at 31st March, 2014; ii) iii) In the case of the Statement of Profit & Loss, of the Profit for the year ended on that date; and In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. 1. As required by the Companies (Auditor s Report) Order, 2003 ( the order ) issued by the Central Government of India in terms of sub-sec on (4A) of Sec on 227 of the Act, we give in the annexure a statement on the ma ers specified in paragraphs 4 & 5 of the order. 2. As required by Sec on 227(3) of the Act, we report that : a) We have obtained all the informa on and explana ons, which to the best of our knowledge and belief were necessary for the purpose of our audit. b) In our opinion proper books of accounts as required by law have been kept by the Company so far as appears from our examina on of such books.