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Zenith Computers Ltd

BSE Code : 517164 | NSE Symbol : ZENITHCOMP | ISIN:INE598B01013| SECTOR : IT - Hardware |

NSE BSE
 
SMC up arrow

2.55

0.00 0.00 Volume 280564

10-Mar-2016 EOD

Prev. Close

2.55

Open Price

2.55

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

6.15(102)

 

Today’s High/Low 2.55 - 2.55

52 wk High/Low 2.55 - 0.00

Key Stats

MARKET CAP (RS CR) 1.39
P/E 0
BOOK VALUE (RS) -71.6688888
DIV (%) 0
MARKET LOT 1
EPS (TTM) 0
PRICE/BOOK -0.0125577501628573
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%) 100
4

Corporate Actions

Bonus
Splits
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Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 639370 4.13
Total Institutions 8850 0.06
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 2612463 16.88
Total Promoters 4755621 30.72
Total Public & others 7464536 48.22
Total 15480840 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Zenith Computers Ltd

Incorporated in May 80, Zenith Computers (ZCL) was promoted by chairman and managing director Raj Saraf, who has interests in other companies including Zenith Control Systems, Zenith Technologies, Brisk Controls, etc. ZCL came out with a Rs 17.58-cr public issue of 39.07 lac equity shares (premium: Rs 35) to set up a 100% EOU in Goa to manufacture PC-XT/ATs, LAN cards, notebook computers and second unit at MIDC, Bombay (cost : Rs 25 cr). The company manufactures computer systems including PC-ATs, local area networks (LAN), wide area networks (WAN) and computer peripherals. It has marketing tie-ups with Texas Instruments, US, a Fortune-500 company, for notebook computers and laser printers; with EICON, Canada, for open system communication; with Retix, US, for E-mail; and with Interline, US, for networking. ZCL is the distributor for these companies in India. It also has entered into a tie-up with 3 Com US, for exclusive distribution and installation of the latter's products in India. It has also joined hands with IBM and Cabletron, both of the US, for distributing their products in India. ZCL has a tie-up with Country-Wide for retailing their PCs in Madras. Currently rated number Three in India, ZCL pioneered the concept of offering PCs at low cost for homes, in instalment of Rs 790 per month payable over 3 years. ZCL is the OEM for Oracle and Novell, US, in India. It recently entered into a tie-up with Acer, US, for distributing its PCs. Some of ZCL's clients include Hindustan Lever, Citibank, Air India, Lipton, Ministry of Defence, Godrej, etc. It also exports its products to the US Russia, Sweden, Taiwan, the UK, etc. In 1999-2000, Zenith Computers has launched the Zenith Xtreme personal computer, which offers endto-end gaming and entertainment experience through the latest 3D graphics engine, multi-channel 3D audio engine and 3D surround sound home theatre nspeaker systems, besides exciting software. During 2000-01 the company discontinued its business at its branch office at Singapore due to high costs of administration vis-a-vis demand for the Company's products and the process of closure of the branch office is under way.

Zenith Computers Ltd Chairman Speech

The Company Secretary confirms that the Company has:

1. Maintained all the books of accounts and statutory registers required under the Companies Acts, 2013 (”the Act“) and the rules made thereunder;

1. Filed Annual Reports and Annual Returns with the Registrar of Companies and also filed the documents time to time with the Stock Exchanges;

2. Not entered into any contract or transactions in terms of the relevant Sections of the Acts;

3. Not provided any loan to any Director of the Company in terms of the relevant Sections of the Acts;

4. Paid remuneration to its managerial personnel within the limits specified in terms of the relevant Sections of the Acts;

5. Issued all notices required to be given for convening of Board Meetings, Committee Meetings and Annual General Meeting within the limit prescribed by Law;

6. Conducted the Board Meetings, Committee Meetings and Annual General Meeting as per the Act;

7. Complied with all the requirements relating to the Minutes of the proceedings of the Meetings of the Board of Directors, Committees and the

Shareholders;

8. Made the disclosures required under the Act including those required in pursuance of the disclosures made by the Directors;

9. Obtained all necessary approvals of the Directors, Shareholders and other Authorities as per the requirements;

10. Not exceeded its borrowing powers;

11. Paid dividend amounts to the Shareholders within the time limit prescribed;

12. Complied with the requirements of the Listing Agreement entered into with the Stock Exchanges except for delay in holding the Board meeting for the consideration of the Statement of Unaudited Financial Results for the fourth quarter ended 31st March, 2015 and in the appointment of a Woman Director on or before 30th June, 2015;

13. Complied with the provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2013;

14. Complied with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992.

For ZENITH COMPUTERS LIMITED
Mumbai RAMESH SANGHVI
9th August, 2016 COMPANY SECRETARY

   

Zenith Computers Ltd Company History

Incorporated in May 80, Zenith Computers (ZCL) was promoted by chairman and managing director Raj Saraf, who has interests in other companies including Zenith Control Systems, Zenith Technologies, Brisk Controls, etc. ZCL came out with a Rs 17.58-cr public issue of 39.07 lac equity shares (premium: Rs 35) to set up a 100% EOU in Goa to manufacture PC-XT/ATs, LAN cards, notebook computers and second unit at MIDC, Bombay (cost : Rs 25 cr). The company manufactures computer systems including PC-ATs, local area networks (LAN), wide area networks (WAN) and computer peripherals. It has marketing tie-ups with Texas Instruments, US, a Fortune-500 company, for notebook computers and laser printers; with EICON, Canada, for open system communication; with Retix, US, for E-mail; and with Interline, US, for networking. ZCL is the distributor for these companies in India. It also has entered into a tie-up with 3 Com US, for exclusive distribution and installation of the latter's products in India. It has also joined hands with IBM and Cabletron, both of the US, for distributing their products in India. ZCL has a tie-up with Country-Wide for retailing their PCs in Madras. Currently rated number Three in India, ZCL pioneered the concept of offering PCs at low cost for homes, in instalment of Rs 790 per month payable over 3 years. ZCL is the OEM for Oracle and Novell, US, in India. It recently entered into a tie-up with Acer, US, for distributing its PCs. Some of ZCL's clients include Hindustan Lever, Citibank, Air India, Lipton, Ministry of Defence, Godrej, etc. It also exports its products to the US Russia, Sweden, Taiwan, the UK, etc. In 1999-2000, Zenith Computers has launched the Zenith Xtreme personal computer, which offers endto-end gaming and entertainment experience through the latest 3D graphics engine, multi-channel 3D audio engine and 3D surround sound home theatre nspeaker systems, besides exciting software. During 2000-01 the company discontinued its business at its branch office at Singapore due to high costs of administration vis-a-vis demand for the Company's products and the process of closure of the branch office is under way.

Zenith Computers Ltd Directors Reports

To the Members,

Your Directors have pleasure in presenting their 36th Annual Report and the audited Accounts for the financial year ended 31st March, 2016.

(Rs. in Lakhs]

FINANCIAL HIGHLIGHTS 2015-2016 2014-2015
Profit / (Loss) before Taxes (919.80) (3,191.22)
Less: Provision for Taxes NIL NIL
Profit after taxation available for appropriation (919.80) (3,191.22)
Appropriations
Proposed Dividend NIL NIL
Tax on Proposed Dividend Nil NIL
Balance Profit / (Loss)carried to the Balance Sheet (919.80) (3,191.22)
Basic & Diluted Earnings per Share of face value of Rs.10/- fully paid up (5.94) (20.61)

COMPANY’S ACTIVITIES

Your Company has discontinued the business of manufacture of desktop and laptop computers and is presently only in the services segment of maintenance contracts and fulfilling warranty commitments.

DIVIDEND

Your Directors do not recommend any Dividend in respect of the financial year ended 31 st March, 2016, as the Company has suffered a Loss.

REVIEW OF OPERATIONS

During the year under review, the net sales revenues at Rs. 150.46 lakhs were lower than the previous year's revenues of Rs. 2,201.22 lakhs. During the year the net Loss (Tax Expense was NIL) was Rs. 919.80 lakhs as against the previous year's Loss of Rs. 3,191.22 lakhs (Tax Expense was NIL); the Loss was due to discontinuation of the Company's core business activities relating to manufacture and sale of computers and accessories and the adverse market conditions and interest costs.

FIXED DEPOSITS

The Company did not have any outstanding / unpaid Deposits or unpaid / unclaimed interest thereon as on 1st April, 2015; the Company has not accepted any deposits under Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

DEMATERIALISATION OF COMPANY’S SHARES

The Company's Securities continue to be traded in the electronic form only as per the relevant SEBI guidelines.

LISTING OF SHARES ON THE STOCK EXCHANGES

During the year ended 31st March, 2016, the Company's Securities continue to be listed on the BSE Limited (BSE), Mumbai; the Company's securities on the National Stock Exchange of India Limited (NSE), Mumbai were listed only up to 18th March, 2016 as the Company's Voluntary Delisting application was accepted by NSE. The Company has paid the requisite Annual Listing Fees for the year 2016-17 to the BSE.

VOLUNTARY DELISTING OF THE COMPANY’S SHARES FROM THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE)

The Company made an application to the NSE, pursuant to the Board Resolution passed on 13th June, 2015, on 17th June, 2015 for voluntarily delisting the Company shares as the Board felt that as there was no trading since September, 2014 till date, the Listing on NSE was no longer required; the Shares are already listed on the BSE Limited which has nation-wide terminals for enabling shareholders, investors and other stakeholders to deal in the Company's Shares. The NSE has approved the Delisting of the Company's Shares with effect from 18th March, 2016.

DIRECTORS

Mrs. Manju Bhartia was appointed as a Director (as a Woman Director) in the 35th Annual General Meeting of the Company held on 30th September, 2015 in compliance of Clause 49 of the Listing Agreements with the Stock Exchanges.

In accordance with the Company's Articles of Association and the provisions of the Companies Act, 2013, Mrs. Manju Bhartia, aa a Woman Director retires by rotation and offers herself for re-appointment. A brief resume of Mrs. Manju Bhartia, nature of experience and the names of Companies in which she holds Directorship and membership / Chairmanship of Board Committees, as stipulated in Clause 49 of the Listing Agreement / SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 is provided in the Explanatory Statement annexed to the Notice convening the meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been incurring losses in the previous 3 years and hence the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confirm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

(2) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2016 and of the profit of the Company for that year;

(3) that the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(4) that the Directors have prepared the annual accounts on a going concern basis; and

(5) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

REGISTRATION OF THE COMPANY AS A SICK INDUSTRIAL COMPANY

Your Company was registered as a sick industrial company under Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 by the Board for Industrial and Financial Reconstruction (BIFR) with effect from 29th August, 2014; however on an application made by Indian Bank, the BIFR has abated the registration of reference by the Company as a sick industrial undertaking.

TAKING OVER OF THE COMPANY’S PROPERTIES IN GOA AND MAHAPE

Indian Bank as the Lead Bank of the Consortium of Banks, has taken physical possession of the land, buildings and stocks of the Company in Goa in April, 2015 and the properties and stocks at Mahape, Navi Mumbai in June, 2015. Consequently, the Company had to discontinue its business of manufacture of desktop and laptop computers.

SHIFTING OF THE REGISTERED OFFICE

Since the Registered Office of the Company located in Electronic Sadan was taken over by Indian Bank, the Company shifted its registered office to a rented premises at Mahape. Thus the Registered

Office of the Company has been shifted from B-5, Electronic Sadan

- 1, MIDC, TTC Area, Mahape, Navi Mumbai 400 710 to Plot No. EL

- 117, 1st Floor, Mahape, MIDC, TTC Area, Navi Mumbai 400 710 with effect from 6th June, 2015.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance, as applicable to the Company, during the period under report, as per the amended Listing Agreements with Stock Exchanges. The Report on Corporate Governance with the Auditors' Report thereon, is annexed hereto as Annexure ‘D’ in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges / SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31st MARCH, 2016

In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Statement showing the Extract of the Annual Return as on the financial year ended 31st March, 2016 is annexed as Annexure ‘C’ and forms part of this Report.

PARTICULARS OF LOANS, ETC., UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has not given any loans, provided any guarantees or made any investments attracting the provisions of Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All transactions / contracts / arrangements of the nature specified in Section 188(1) of the Companies Act, 2013 entered into by the Company during the year under review with related party (ies) are in the ordinary course of business and on arm's length basis. Hence, Section 188(1) is not applicable and consequently no particulars in Form AOC - 2 are furnished.

SECRETARIAL AUDIT

The Secretarial Audit Report dated 30th July, 2016, of M/s. Mohan Akella & Company, Company Secretaries, Thane, pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014, of the Compliance of the applicable Statutory Provisions and adherence to good corporate practices by the Company is annexed hereto as Annexure ‘B’ and forms part of this report.

The Company's representatives have provided the material data for the qualifications / observations and / or remarks contained in the said Secretarial audit Report.

AUDITORS

M/s. C. L. Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, were re-appointed for a period of 3 years at the 34th Annual General Meeting, in accordance with Sections 139 and 141 of the Companies Act, 2013; the tenure of the said Auditors is to be confirmed at the ensuing AGM.

The Notes to Accounts mentioned in the Audited Accounts of the Company for the year ended 31st March, 2016 are self explanatory to the observations made by the Statutory Auditors in their Report on the said Financial Statements.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the efficient and loyal services rendered by the employees of the Company at all levels.

The Company did not have any employee(s) during the year or part of the year drawing remuneration specified in the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended; the Company's paid-up Share Capital being less than Rs. 25 Crores, the Provisions of Rules 4 and 5 of the Companies (Accounts) Rules, 2014 are not applicable to the Company; moreover, the Company being a Sick Industrial Company did not pay any increased salary or perquisites to any KMP or any employee during the year; hence the statement under these provisions is not annexed.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as Annexure ‘A’ and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the support received from the Company's Bankers and Shareholders and look forward to their continued support and goodwill.

By Order of the Board
MUMBAI RAJKUMARSARAF
9th August, 2016 CHAIRMAN & MANAGING DIRECTOR

ANNEXURE ‘A' TO THE DIRECTORS' REPORT

STATEMENT OF PARTICULARS REQUIRED TO BE GIVEN UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014 IN RESPECT OF THE FINANCIAL YEAR ENDED 31st MARCH, 2016.

A. Conservation of Energy : Though the Company's manufacturing operations are not power intensive, regular and preventive maintenance of all equipment is undertaken by the Company.

B. Technology Absorption : Form B enclosed.

C. Foreign Exchange Earnings and Outgo : Rs. in Lakhs
Total foreign exchange used and earned
(i) Expenditure in foreign currency NIL
(ii) Foreign Exchange earned NIL

FORM B

Form of disclosure of particulars with respect to absorption

1. Specfic areas in which R & D carried out by the Company :

Designing / development of state-of-art systems, import substitution, technology upgradation. Upgradation of products and quality enhancement. Development and evaluation of alternate raw materials.

2. Benefits derived as a result of the above R & D :

Cost reduction, product improvement, import substitution and effective time management.

3. Future plan of action :

Development of new products and enhancing market revenues by upgrading existing spectrum of products.

4. Expenditure in R & D : Rs. in Lakh's
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R & D expenditure as a percentage of total turnover NIL %

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

1. Efforts, in brief, made towards technology absorption, adaptation and innovation : Introduction of All-in-one PC and Touch Panel LCD Monitor for Industrial and Commercial applications towards improvement of efficiency and productivity.

2. Benefits derived as a result of the above efforts : On going

3. Imported Technology : None

By Order of the Board
MUMBAI RAJKUMARSARAF
9th August, 2016 CHAIRMAN & MANAGING DIRECTOR

   

Zenith Computers Ltd Company Background

R K SarafR K Saraf
Incorporation Year1980
Registered OfficePlot No EL 117 I Floor,TTC Area MIDC Mahape
Navi Mumbai,Maharashtra-400710
Telephone,Managing Director
Fax
Company Secretary
AuditorC L Khanna & Co
Face Value10
Market Lot1
ListingBSE,
RegistrarLink Intime India Pvt Ltd
C-13 Pannalal Silk ,Mills Cmpd LBS Marg,Bhandup West ,Mumbai - 400 078

Zenith Computers Ltd Company Management

Director NameDirector DesignationYear
R K Saraf Chairman & Managing Director 2016
Vijay Ram Mukhi Independent Director 2016
Manju Bhartia Director 2016

Zenith Computers Ltd Listing Information

Zenith Computers Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Services NA 0001.35
Sale of products NA 0000.3
Other Operating Revenue NA 0000.01
Sales NA 0000
Computers/Micro Processor Sys.No 0000

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