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Zen Technologies Ltd

BSE Code : 533339 | NSE Symbol : ZENTEC | ISIN:INE251B01027| SECTOR : IT - Software |

NSE BSE
 
SMC down arrow

211.15

-1.55 (-0.73%) Volume 280564

26-Nov-2021 EOD

Prev. Close

212.70

Open Price

211.70

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

211.15(926)

 

Today’s High/Low 217.70 - 208.00

52 wk High/Low 249.70 - 66.80

Key Stats

MARKET CAP (RS CR) 1681.64
P/E 371.05
BOOK VALUE (RS) 26.7717771
DIV (%) 10
MARKET LOT 1
EPS (TTM) 0.57
PRICE/BOOK 7.90011059818663
DIV YIELD.(%) 0.05
FACE VALUE (RS) 1
DELIVERABLES (%) 46.96
4

News & Announcements

26-Nov-2021

Zen Technologies Ltd - Zen Technologies Limited - Allotment of Securities

23-Nov-2021

Zen Technologies bags export contract worth Rs 35 crore

23-Nov-2021

Zen Tech jumps on bagging export order

23-Nov-2021

Zen Technologies Ltd - Zen Technologies Limited - Press Release

26-Oct-2021

Zen Technologies to discuss results

19-Oct-2021

Zen Technologies to convene EGM

13-Oct-2021

Zen Technologies to conduct board meeting

24-Sep-2021

Zen Technologies welcomes MoD decision to outsource O&M of defence training simulators

Corporate Actions

Bonus
Splits
Dividends
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 949253 1.19
Total Institutions 1386 0.00
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 3463944 4.36
Total Promoters 47859850 60.19
Total Public & others 27235567 34.25
Total 79510000 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Zen Technologies Ltd

Zen Technologies Ltd is a pioneer in the design, development and manufacture of world class, state-of-the-art training simulators. The company develops simulators for weapons and defense equipments. They operate in the simulation segment. The company has ISO 9001:2008 (QMS), ISO 27001:2005 (ISMS) Certification and is a CMMI Level 3 Company. The motto of the company is to develop indigenous state-of-the-art simulators, which compete with the world-class simulators. The company attaches special importance to their R&D activities. The R&D division has sophisticated software tools and skilled manpower to develop simulators. The in-house R&D unit at Zen Technologies is recognized by the Department of Scientific and Industrial Research, Min. of Science &Technology, Govt. of India. The company has supplied over 170 simulators to over 70 customers all over India and enjoys the confidence of this large customer base. Their customers are located across the length and breadth of the country. The main customers are, Defense Services, State Police forces, Para Military forces and the Navy of a South East Asian country. The company's products are Small Arms Training Simulator (Zen SATS SL), Hand Grenade Simulator (Zen HE36S), Advanced Weapons Simulator (Zen AWeSim), Tactical Engagement Simulator (Zen TacSim), 81mm Mortar Simulator, Driving Training Simulator (Zen DTS), Zen Bus Simulator, BMP II Driving Simulator (ZEN BMP-II DS) and Anti-Tank Guided Missile Simulator (Zen ATGM Sim). Zen Technologies Ltd was incorporated in the year 1993. The company established with an aim of developing state-of-the-art simulators for weapons and allied defense equipment. Over the year, the company has developed expertise in designing, developing and manufacturing various types of state-of-the-art simulators. The company went public in the year 2000. During the year 2004-05, the company developed two new products, namely Anti-tank Guided Missile Simulator and Tactical Engagement Simulator. During the year 2005-06, they made a tie up with SAAB Training Systems (STS), Sweden for their highly evolved version of TacSim that is being used by many security forces across Europe. During the year 2006-07, the company launched the Cabin Crew Simulator. The Cabin Crew simulator is being used by CMTES based in Secunderabad. In January 25, 2007, they incorporated a wholly owned subsidiary company, namely Zen Technologies FZE at RAK Free Trade Zone in the Emirate of Ras Al Khaimah. During the year 2007-08, the company equity shares were listed on Inter-Connected Stock Exchange Of India Ltd. Also, they company started a new Production Unit at Nalagarh, Himachal Pradesh. During the year 2009-10, the company completed the Phase I construction of production facilities on the land allotted to them near Hyderabad's new international airport. In August 21, 2010, the company incorporated a wholly owned subsidiary company with the name Version2Games Ltd. The company proposes to venture into European market for driving simulators. They expect Europe to be a big market for driving simulators due to a European directive which requires all load carrying and passenger carrying vehicle drivers to undergo compulsory 35 hours of driver training within a span of 5 years.

Zen Technologies Ltd Chairman Speech

Our Company has always been at the helm of innovation and has always paved the way for advanced research in military solutions.

Dear Fellow Shareholders,

It gives me immense pleasure to present our annual report for the financial year 2020-2021. This was a challenging year for Zen Technologies for many reasons. As goes the saying, to never waste a crisis - and we didn't waste this opportunity. We adapted, unlearned, re-learned, and kept trying new ideas.

Throughout the COVID-19 crisis, the Company stood strong. In addition, we continued to innovate both at the process and product level. For instance, one of the challenges we faced during our sales and marketing endeavour was getting our customers to the demo location. Our products are to be seen and tested, it can be very difficult to communicate the essence of our products virtually or through other medias. Just talking about our products may not translate into our customers believing in its effcacy.

Therefore, having a proper demo is crucial, and even before the pandemic we barely had two demos a month. Simply speaking, the demos improve our chance of sales. But with the advent of COVID-19 our customer visits were reduced to none and we had to do some introspection, and it is then that we had an epiphany. We thought to ourselves, how can we take our demos to the customers if they are unable to visit the demo centre? With this larger question in mind, we finally embarked on a journey to create a world-class remote demonstration facility. This was an extremely successful initiative as it had its intended effect – the number of potential customers going through the product demo shot from twice in a month to an average of four times in a week. These demos were given to both our national and international customers. At Zen, we expect such innovations to result in huge increase in orders in the near future.

During the crisis, we also expanded our range of products to include drone and anti-drone solutions. We believe that in the anti-drone space we enjoy a privileged position and are in the top of the list of companies providing such solutions. Our solutions were developed completely in-house and are used for identifying and jamming drones in all bands (not restricted to 2.8Ghz or 5.6-5.8Ghz, which most of our competitors solutions are restricted to). We have integrated a camera to this solution as well and are just a few months away from developing our own radar solution. Currently, we offer off-the-shelf radars along with our system. Finally, in the space of hard kill, we are partnering with companies that have hard kill equipment like laser, micro-missiles, guns, etc. At the moment we have an integrated solution but just in a few months we should be in a position to offer a range of hard-kill options tailor made to customer requirements.

Another product that we have developed during the crisis is the logistic drone, which is capable of taking 20kgs of weight over 10kms distance in high altitude areas. This product has a tremendous demand within the armed forces. In addition to the armed forces, we expect lots of non-military applications for this product as well. Other areas that we are focusing on include anti-drone and drone simulators, and integrated air defence combat simulators.

Our Company is unique and one of a kind in the defence industry. The number of players in this space is very limited, and our experience of three decades puts us at the leading position within this industry in India. Moreover, with respect to some of our products, Zen Technologies enjoys a very deep and meaningful position with the customers. This puts our Company on a great footing to remain the industry leader in the future. In addition, our years of experience inspire further confidence and trust from our customers, thus making our Company stronger.

At Zen Technologies, our consistent research efforts have resulted in the creation of diverse technological solutions and a corresponding patent portfolio. To date, our Company has filed about 109 patents for the pioneering initiatives undertaken by us. Since our business is IP-driven and our bill of materials costs usually between 10-30% of the final price, our contribution post break-even point is significant. We are also a highly asset-light business entity as we outsource most of our manufacturing to a reliable supply chain which we have developed over the last three decades. Further, our high investments in R&D throughout our Company's lifetime create a high entry barrier for any new entrant, making it a competitive advantage for us.

Our Company has always been at the helm of innovation and has always paved the way for advanced research in training solutions for military forces. We saw a huge opportunity in the anti-drone technologies and are proud to share that we have invested heavily in these new technologies as we strongly believe that this is the future of warfare.

Drones have been used to locate hidden units and people, and therefore it is a great strategic tool for anyone using them, as we have seen in multiple instances in the past couple of years. With drones being a self-sufficient tool, which requires remote handling and minimal human interference, it is indeed an individual technological soldier in the military forces. Drones are therefore a considerable threat to the integrity and security of any nation. Therefore, anti-drone systems are crucial to ensure that such threats are neutralized and save a country from any security or information breach. Authorities across the globe are investing heavily in such technologies. These new products are expected to contribute significantly to the revenues and profitability in the years ahead. Our Company is poised to be the forerunner in this industry in India. With the right training equipment and tools, Indian armed forces will be geared to fight such battles. Our Company is aiding and partnering with the Indian Government to ensure that our nation is protected and safe from any external threat.

We are also pleased to inform that Zen Technologies, through its medical devices subsidiary is focusing its R&D on medical devices. We have already received the transfer of technology for the oxygen enrichment unit. This foray into medical technologies is expected to add further value to our Company. We will also be buying technologies, both from domestic and foreign sources, for quicker development of products.

The defence business is a highly regulated one, which is largely impacted by Government policies and budget allocation to the sector. Needless to say, that the COVID-19 spectre has brought in budgetary cuts and re-allocation of funds towards the medical crisis that India is facing at the moment. This has reduced the funds for police and military modernisation, especially with regards to training. According to Covey matrix, training would fall in the second quadrant – which makes it important but not urgent. Many decision makers in the Government fail to understand the importance of training. Without proper training one cannot undertake any mission at hand and it might render a disadvantageous position as well. We hope that the decision makers take cognizance of this issue during the coming months.

Given the recent turmoil with China with regard to the border issues in Galwan valley (Ladakh), India has taken a strict stance to reduce import of Chinese made goods. To that effect many emergency procurements were made from foreign countries instead of purchasing from the Indian industries. That seemed like a lost opportunity, as many companies would have benefitted from the inflow of cash and could have strengthened their indigenous R&D. If such opportunities are lost in the future then the budding defence industry will wither away.

At Zen Technologies, we amplify the thoughts of Mr. Benjamin Netanyahu (Leader of the Opposition in Israel) who said that even if Israeli companies have a 60% capability, it still makes more sense to buy home-made Israeli products rather than buying superior 100% defence equipment from a foreign Company. He believes that the Israeli companies will then be incentivised to spend more on R&D which will enhance its capabilities and the companies will be able to make far more superior defence equipment. This thought could potentially radicalise the defence industry in India, and companies such as ours can hugely benefit from it.

GOVERNMENT INITIATIVES

The Indian Government's keen focus on the ‘Make in India' and ‘Atmanirbhar Bharat' campaigns has created a conducive environment for Zen Technologies and has also opened up a huge array of opportunities for us. The Indian Government is promoting and supporting these initiatives with favourable policies and simpler procedures that encourage indigenous development, exports while discouraging imports. The Ministry of Defence (MoD) has formulated policies that promote and support self-reliance, simplify procedures and provide serious impetus to defence export.

The focus of the MoD has now shifted from procurement of equipment to acquisition of equipment. It implies that efforts will be taken to procure from an Indian vendor and even if the equipment is procured from a foreign OEM, there will still be lot of work that will be undertaken by the Indian Industry.

For modernization of armed forces under the Capital Acquisition Schemes, MoD favours procurement under the categorisation of ‘Buy Indian (IDDM)', ‘Buy Indian', ‘Buy & Make Indian' and discourages procurement from foreign sources under ‘Buy and Make' and Buy Global' categories, which are relegated to least preferred options.

MoD is seriously pushing for indigenous design, development and manufacture of defence Equipment under ‘MAKE Categorisation' and the list of such products is ever-growing. Only Indian Defence Industry can participate in these developmental projects and orders for such products will be given to them.

MoD has put over 200 defence items under import embargo. It implies that these items can no longer be procured from a foreign OEM in a fully finished state. They would either be designed, developed and manufactured by Indian Defence Industry or they will be manufactured in India by the foreign OEM in collaboration with an Indian Company. This applies to many simulators as well, which are in the Import Embargo list now.

 

The Ministry of Defence (MoD) has formulated policies that promote and support self-reliance, simplify procedures and provide serious impetus to defence export.

MoD is encouraging innovation and any innovation by the industry can now be shared with them through suo moto proposals. These proposals will be holistically analysed by MoD and user directorates in a time bound manner. If found useful, procurement action for such products will be initiated by the Government. MoD has also allocated funds to DRDO and Service HQs to support such innovations. MoD is encouraging export of defence equipment and is supporting export through suitable strategy for the same, simpler procedures particularly for issue of NOC, defence diplomacy, export financing and other incentives and also through the Defence O_set Policy.

One noteworthy policy by MoD that would positively impact the growth of Zen, is about greater involvement of simulators in training of officers and men of the armed forces, which will significantly cut down the cost incurred by the armed forces presently. This will imply that the armed forces will have to buy simulators for all their legacy equipment and that all future acquisitions of weapons, platforms, equipment and systems will be done along with the simulators which will further improve the business prospects of Zen.

We are certain that our Company is well-positioned to use this opportunity and make the most of it. This strong regulatory tailwind will push our Company to do its absolute best and further encourage our position as an industry leader with a rich experience of almost three decades.

WAY FORWARD

Anti-drone systems, drones, and training solutions will continue to be the core business of Zen Technologies Limited and we have all the simulators required for the legacy equipment used by the Indian Army. At Zen, we will also focus on products embedded with Artificial Intelligence, so that we continue to provide state-of-the-art equipment to our users.

As far as our export business goes, we have many equipments that are of interest to friendly foreign nations and over the years we have had modest success in selling of some of these equipments to them. We will continue to ramp up our efforts to sell these products to them and utilise such export opportunities.

With respect to the new policy from MoD about greater dependence on simulators for training of officers and men of the armed forces, we need to work towards ensuring a bigger share of this emerging huge business. We have submitted many suo moto proposals of our products to MoD and a few of them have been accepted and are being procured as well. We endeavour to continue to work in this direction as we develop more products in the future.

We are diversifying our defence business in areas other than training simulators and are participating in design and developmental projects of MoD under MAKE Categorisation. These are high value projects and we are implementing some of them in collaboration with foreign OEMs of repute.

ASHOK ATLURI

CHAIRMAN AND MANAGING DIRECTOR

   

Zen Technologies Ltd Company History

Zen Technologies Ltd is a pioneer in the design, development and manufacture of world class, state-of-the-art training simulators. The company develops simulators for weapons and defense equipments. They operate in the simulation segment. The company has ISO 9001:2008 (QMS), ISO 27001:2005 (ISMS) Certification and is a CMMI Level 3 Company. The motto of the company is to develop indigenous state-of-the-art simulators, which compete with the world-class simulators. The company attaches special importance to their R&D activities. The R&D division has sophisticated software tools and skilled manpower to develop simulators. The in-house R&D unit at Zen Technologies is recognized by the Department of Scientific and Industrial Research, Min. of Science &Technology, Govt. of India. The company has supplied over 170 simulators to over 70 customers all over India and enjoys the confidence of this large customer base. Their customers are located across the length and breadth of the country. The main customers are, Defense Services, State Police forces, Para Military forces and the Navy of a South East Asian country. The company's products are Small Arms Training Simulator (Zen SATS SL), Hand Grenade Simulator (Zen HE36S), Advanced Weapons Simulator (Zen AWeSim), Tactical Engagement Simulator (Zen TacSim), 81mm Mortar Simulator, Driving Training Simulator (Zen DTS), Zen Bus Simulator, BMP II Driving Simulator (ZEN BMP-II DS) and Anti-Tank Guided Missile Simulator (Zen ATGM Sim). Zen Technologies Ltd was incorporated in the year 1993. The company established with an aim of developing state-of-the-art simulators for weapons and allied defense equipment. Over the year, the company has developed expertise in designing, developing and manufacturing various types of state-of-the-art simulators. The company went public in the year 2000. During the year 2004-05, the company developed two new products, namely Anti-tank Guided Missile Simulator and Tactical Engagement Simulator. During the year 2005-06, they made a tie up with SAAB Training Systems (STS), Sweden for their highly evolved version of TacSim that is being used by many security forces across Europe. During the year 2006-07, the company launched the Cabin Crew Simulator. The Cabin Crew simulator is being used by CMTES based in Secunderabad. In January 25, 2007, they incorporated a wholly owned subsidiary company, namely Zen Technologies FZE at RAK Free Trade Zone in the Emirate of Ras Al Khaimah. During the year 2007-08, the company equity shares were listed on Inter-Connected Stock Exchange Of India Ltd. Also, they company started a new Production Unit at Nalagarh, Himachal Pradesh. During the year 2009-10, the company completed the Phase I construction of production facilities on the land allotted to them near Hyderabad's new international airport. In August 21, 2010, the company incorporated a wholly owned subsidiary company with the name Version2Games Ltd. The company proposes to venture into European market for driving simulators. They expect Europe to be a big market for driving simulators due to a European directive which requires all load carrying and passenger carrying vehicle drivers to undergo compulsory 35 hours of driver training within a span of 5 years.

Zen Technologies Ltd Directors Reports

Dear Members,

Your Directors have great pleasure in presenting the report on the Business and Operations of your Company (‘the Company' or ‘Zen'), along with the audited financial statements, for the financial year ended 314_ March, 2021. The consolidated performance of your Company and its Subsidiaries has been referred to wherever required.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are as follows:

Rs in Lakhs

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Total Income 5766.14 15,132.51 5248.51 14,899.86
Total Operating Expenditure 4725.64 8,667.28 4181.60 8,350.12
Operating Profit (PBIDT) 1040.50 6465.23 1066.91 6,549.74
Less: Interest 109.15 334.98 99.56 318.23
Less: Depreciation & Amortization 495.22 456.78 399.15 375.25
Profit/(Loss) before tax 436.13 5,673.47 568.20 5,856.26
Current Tax 186.17 1,024.57 186.17 1,021.20
Deferred Tax (27.41) (1,215.78) (27.66) (1,215.63)
Share of Profit / (Loss) from Associates -- (1.28) -- --
Add: Other Comprehensive Income / (Expense) (2.64) 8.85 9.51 1.91
Profit after Tax 274.73 5,872.24 419.20 6,052.60
Earnings per Share (_) (face value Rs 1/- per share) 0.39 7.62 0.52 7.84

DIVIDEND

The Board of Directors of your Company in its meeting held on 014_ May 2021 recommended a dividend @ 10% on the paid-up equity share capital i.e., Re. 0.10/- per equity share of Re. 1/- each, for the year 2020-21. Dividend is subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be subject to deduction of income tax at source.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), as amended, the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at https://www.zentechnologies. com/investorfirelations/zen-dividend-distribution-policy.pdf

STATE OF THE COMPANY'S AFFAIRS

During the year under review, your Company achieved total income of Rs 5,248.51 lacs as against Rs 14,888.61 lacs during the previous year. The Net profit after tax stood at Rs 419.20 lacs as against Rs 6,052.60 lacs for the previous year.

The order book size as on 314_ March 2021 is around Rs 192.67 Crores, including AMCs of worth Rs 120.37 Crores, as against Rs 160.79 Crores, including AMCs of worth Rs 94.83 Crores for the previous year.

During the year, the R&D expenditure (capital and revenue) is Rs 11.87 Crores (previous year Rs 14.82 Crores). The R&D products developed during the year have substantial scope for revenue generation and are expected to become commercially viable in the next few years.

SHARE CAPITAL

The Board of Directors vide circular resolution passed on 03e4 September 2020 has allotted 23,49,940 equity shares each to Mr. Ashok Atluri, Mr. Kishore Dutt Atluri and Mr. Naveen Sood pursuant to the conversion of their warrants.

Further to the above allotment, the Paid-up Equity Share Capital of the Company has increased from Rs 7.72 crore comprising of 7,71,60,060 equity shares of Re. 1/- each as on 314_ March 2020 to Rs 7.95 crore comprising of 7,95,10,000 equity shares of Re. 1/- each as on 314_ March 2021.

The Company has paid Listing Fees for the Financial Year 2021-22, to each of the Stock Exchanges, where its equity shares are listed.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has three (3) subsidiaries as on 314_ March 2021. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the Company's subsidiaries, in Form AOC-1, is attached as Annexure I to this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, including the consolidated financial statements, along with the relevant documents and the separate audited financial statements in respect of subsidiaries, are available on the website of the Company https://www. zentechnologies.com/investor-information.

Further, the Company's policy on determining the material subsidiaries, as approved by the Board is uploaded on the Company's website at https://www.zentechnologies.com/ policies-and-code-of-conduct.

ZEN MEDICAL TECHNOLOGIES PRIVATE LIMITED

During the year under review, the company invested in Zen Medical Technologies Private Limited, a company engaged in the manufacturing of cutting edge medical devices in critical care, remote diagnostics and monitoring, training medical simulators etc.

The Company completed acquiring 20,000 (no. of equity shares) aggregating to 100% of shareholding of Zen Medical Technologies Private Limited on 29__ September 2020 and accordingly, Zen Medical Technologies Private Limited became a wholly owned subsidiary of the Company w.e.f. 29__ September 2020.

ZEN TECHNOLOGIES LIMITED ABU DHABI, UNITED ARAB EMIRATES UAE

During the year under review, the company successfully established a branch office in the emirate of Abu Dhabi, UAE, towards exploring various business opportunities.

CONSOLIDATED FINANCIAL STATEMENTS CFS

During the year, the Board of Directors reviewed the affairs of its subsidiaries. Your Company has prepared its consolidated financial statements in accordance with the requirements of IND AS-27 issued by the Institute of Chartered Accountants of India (ICAI) and as per the provisions of Section 129(3) of the Companies Act, 2013. The Consolidated Financial Statements together with the Auditors' Report form part of this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the financial statements of the Company, including the consolidated financial statements, and all other documents required to be attached to this report are available for inspection by the members at the registered office of the Company during the business hours on all days, except Saturdays, Sundays and public holidays, up to the date of the Annual General Meeting (‘AGM'). Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary of the Company. The above-mentioned documents have also been uploaded on the website of the Company (www.zentechnologies.com).

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 314_ March 2021 is available on the Company's website at https://www.zentechnologies.com/ investor-information

NUMBER OF MEETINGS OF THE BOARD

The Board met four (4) times during the year 2020-2021 viz on 06th June 2020, 08th August 2020, 31st October 2020, and 30th January 2021.

The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departures;

ii. they 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 and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

As required under Section 149 of the Companies Act, 2013, the Independent Directors have submitted the declaration afirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances affecting their status as independent directors of the Company.

The Board is of the opinion that all the Independent Directors appointed during the year under review are persons of integrity and possess relevant expertise and experience to act as Independent Director of the Company. The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline and they will also appear for the online proficiency test within a period of two years, wherever applicable.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report forming part of this Report and is also available on https://www. zentechnologies.com/investors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans given, guarantees provided and investments made by the Company during the year 2020-2021, as required under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, are disclosed in the notes to Financial Statements which may be read as a part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure II to this Report.

All Related Party Transactions were placed before the Audit Committee and the Board for approval. The Board of Directors has framed a policy on Related Party Transactions to ensure a process for approval and reporting of transactions between the Company and its related parties. The policy is posted under the Investors section of the Company's website at: https://www. zentechnologies.com/policies-and-code-of-conduct.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo are provided in Annexure III to this Report.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) approving the Company's Risk Management Framework and (b) Overseeing all the risks that the organization faces such as strategic, financial, liquidity, security, regulatory, legal, reputational and other risks that have been identified and assessed to ensure that there is a sound Risk Management Policy in place to address such concerns / risks. The Risk Management process covers risk identification, assessment, analysis and mitigation. Incorporating sustainability in the process also helps to align potential exposures with the risk appetite and highlight risks associated with chosen strategies.

The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Regulation 21 of the Listing Regulations. The Risk Management Policy is also posted under the Investors' section of the Company's website at: https://www.zentechnologies.com/policies-and-code-of-conduct.

CORPORATE SOCIAL RESPONSIBILITY CSR

The Corporate Social Responsibility Committee (CSR Committee) constituted by the Board has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company. The CSR Committee monitors the CSR Policy and recommends the amount of expenditure to be incurred on the activities mentioned in the CSR Policy.

CSR Committee met once during the year under review on 08th August 2020.

The category and composition of the committee is as follows: -

S. No Name Category
1. Dr. Ravindra Kumar Tyagi, Chairman Independent, Non-Executive
2. Mr. Ashok Atluri Non-Independent, Executive
3. Mr. Ravi Kumar Midathala Non-Independent, Executive

The Corporate Social Responsibility Policy is posted under the Investors section of the Company's website at: https://www. zentechnologies.com/policies-and-code-of-conduct.

The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure IV, which forms part of this Report.

BOARD EVALUATION

The Board of Directors evaluated the annual performance of the Board as a whole, its Committees and the directors individually, in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with specific focus on the performance and effective functioning of the Board and individual directors.

A separate meeting of Independent Directors was held on 30th January 2021 to review the performance of the Non-Independent Directors and the Board as a whole, review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the meeting except for Ms. Sirisha Chintapalli, who could not attend the meeting due to her ill-health.

CRITERIA FOR PERFORMANCE EVALUATION

a. Ability of the candidate to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company's strategy, performance, and risk management.

d. Statutory compliance and ensuring high standards of financial probity and Corporate Governance.

e. Responsibility towards requirements under the Companies Act, 2013, responsibilities of the Board and accountability under the Director's Responsibility Statement.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors inducted into the Board attended an orientation programme. The details of training and familiarization program are available on the website at https:// www.zentechnologies.com/investor-information.

DIRECTORS

The Board of Directors consists of eight (8) directors, five (5) of whom are independent directors and the remaining three (3), executive directors.

In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Atluri, who is the Chairman and Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.

DIRECTORS OR KEY MANAGERIAL PERSONNEL _KMP_ WHO WERE APPOINTED OR HAVE RESIGNED OR CEASED DURING THE YEAR

• In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ashok Atluri, Managing Director, retires by rotation and being eligible, offers himself for reappointment.

• Ms. Shilpa Choudari (wife of Mr. Ashok Atluri, Chairman and Managing Director) was appointed as the Additional director in the category Whole-Time Director w.e.f. 014_ November 2020 for a period of 3 years which is subject to approval of the shareholders in the ensuing Annual General Meeting.

• Mr. Amreek Singh Sandhu, Independent Director, was reappointed for a second term of three (3) consecutive year's w.e.f. 03e4 February 2021 to 02 4 February 2024, which is subject to approval of the shareholders in the ensuing Annual General Meeting.

• Dr. Ravindra Kumar Tyagi, Independent Director, was reappointed for a second term of three (3) consecutive year's i.e., from 014_ April 2022 to 314_ March 2025, which is subject to approval of the shareholders in the ensuing Annual General Meeting.

In compliance with Regulation 36(3) of the Listing Regulations, brief resume of all the directors proposed to be appointed / reappointed are attached along with the Notice of the ensuing Annual General Meeting.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

Apart from the above, there have been no changes in Directors and KMP.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

Zen Medical Technologies Private Limited became a wholly-owned subsidiary of the Company during the year w.e.f. 29th September 2020.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has established and maintained a framework of internal financial controls and compliance systems. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and your Company is constantly endeavoring to improve the standards of internal control in various areas and taking steps to strengthen the internal control system to make it commensurate and effective with the nature of its business.

Further, the statutory auditors of your Company have also issued an attestation report on internal control over financial reporting (as defined in section 143 of Companies Act, 2013) for the financial year ended 31th March 2021, which forms part to the Statutory Auditor's Report.

VIGIL MECHANISM

The Board of Directors, on the recommendation of the Audit Committee, established a vigil mechanism for directors and employees called "Whistle Blower Policy", pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy and to provide adequate safeguards against victimization of persons who use such mechanism and to provide direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is posted under the Investors section of the Company's website at: https://www.zentechnologies.com/ policies-and-code-of-conduct.

SEXUAL HARASSMENT POLICY

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has taken several initiatives across the organization to build awareness amongst employees about the Policy and the provisions of the Prevention of Sexual Harassment of Women at Workplace Act.

During the financial year ended 314_ March 2021, there was no cases received pertaining to Sexual Harassment. Further there were no cases / complaints pending disposal as at the end of the financial year. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ZEN TECHNOLOGIES LIMITED'S CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while in possession of Unpublished Price Sensitive Information and while dealing in the shares of the Company, as well as the consequences of violations. The Policy has been formulated to regulate, monitor and ensure reporting of trading by insiders by employees and to maintain the highest ethical standards while dealing in the company's securities.

The Insider Trading Policy of the Company, covering the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for prevention of insider trading is available on our website - https://www. zentechnologies.com/policies-and-code-of-conduct.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A Report on Management Discussion & Analysis forms part of the Annual Report as per the requirements of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividend are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend of Rs 45,712/- pertaining to the FY 2012-2013. Further, 24,700 corresponding shares were also transferred as per the requirement of IEPF Rules. The details are also available on the Company's website i.e. https://www.zentechnologies.com/ unpaid-unclaimed-dividend.

AUDITORS a) STATUTORY AUDITORS:

At the twenty-sixth (26th) AGM held on 21thSeptember 2019 the Members approved appointment of Ramasamy Koteswara Rao and Co LLP., Chartered Accountants (Firm Registration No. 010396S/S200084) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-first (314_) AGM, subject to ratification of their appointment by Members at every AGM, if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

The Auditor's Report on the financial statements of the Company does not contain any qualifications, reservations, or adverse remarks or disclaimer and the Notes on the financial statements referred to therein are self-explanatory, thereby not requiring any further comments on the same.

b) SECRETARIAL AUDITORS:

M/s. P S Rao & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit for the financial year 2020-2021. Pursuant to Section 204 of the Companies Act, 2013 and Rules made thereunder, the Secretarial Audit Report for the financial year ended 314_ March 2021, in Form MR-3, is annexed to this Annual Report as Annexure V. The Board has appointed M/s P S Rao & Associates, Practicing Company Secretaries, as the Secretarial Auditors of the Company for the financial year 2021-2022.

The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimer, thereby not requiring any further comments on the same.

AUDIT COMMITTEE

The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate Governance Report furnished as part of the Annual Report. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The details of the composition of the Committee are given in the Corporate Governance Report furnished as a part of the Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The detail of the composition of the Committee is given in the Corporate Governance Report furnished as part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The remuneration paid to your directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of directors/employees of the Company is appended as Annexure –VI to this Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain high standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under the Listing Regulations, forms part of the Annual Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Regulations forms part of this Report.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report (BRR) of your Company for the financial year 2020-2021 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 28th Annual General Meeting of the Company including the Annual Report for FY 2020-2021 are being sent to all Members whose e-mail addresses are registered with the Company / Depository Participant(s).

SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards, i.e. SS-1, SS-2 and SS-3, relating to Meetings of the Board of Directors, General Meetings and Dividend, respectively, issued by the Institute of Company Secretaries of India.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. The company did not transfer any amount to the reserves.

4. Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

6. The maintenance of cost records is not applicable to the Company.

7. There is no change in the nature of the business of the Company.

8. During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

9. There were no material changes/commitments affecting the financial position of your Company between the end of the financial year (314_ March 2021) and the date of this Report (24th July 2021).

ACKNOWLEDGMENTS

Your directors thank various departments of Central and State Government, Organizations and Agencies for the continued help and co-operation extended by them to your Company. Your directors also gratefully acknowledge all stakeholders of the Company viz. members, customers, dealers, vendors, financial institutions, banks and other business partners for the excellent support received from them during the year.

The Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic.

Your directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

   

Zen Technologies Ltd Company Background

Ashok AtluriAshok Atluri
Incorporation Year1993
Registered OfficeB-42 Industrial Estate,Sanathnagar
Hyderabad,Telangana-500018
Telephone91-40-23813281/23812894,Managing Director
Fax91-40-23813694
Company SecretaryHansraj Singh Rajput
AuditorRamasamy Koteswara Rao & Co LLP
Face Value1
Market Lot1
ListingBSE,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

Zen Technologies Ltd Company Management

Director NameDirector DesignationYear
Ashok Atluri Chairman & Managing Director 2021
M Ravi Kumar Whole-time Director 2021
Amreek Singh Sandhu Independent Director 2021
R K Tyagi Independent Director 2021
Hansraj Singh Rajput Company Secretary 2021
Ajay Kumar Singh Independent Director 2021
Shilpa Choudari Whole-time Director 2021
Sirisha Chintapalli Independent Director 2021

Zen Technologies Ltd Listing Information

Listing Information
BSESMALLCA
BSEALLCAP
INDUSTRIAL

Zen Technologies Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 00069.8883
Sale of Services NA 00022.3323
Basic Systems No 0000
iSATS Basic Systems No 0000
SAT Basic Systems No 0000
Unspecified NA 0000
Adjustments NA 0000
Computer Software NA 0000
Software Sets No 0000

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