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Z F Steering Gear (India) Ltd

BSE Code : 505163 | NSE Symbol : ZFSTEERING | ISIN:INE116C01012| SECTOR : Auto Ancillaries |

NSE BSE
 
-/-

0.00

-41.00 -100.00 Volume 280564

04-Jan-2002 09:49:38

Prev. Close

41.00

Open Price

-/-

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low -/- - -/-

52 wk High/Low 0.00 - 0.00

Key Stats

MARKET CAP (RS CR) 386.16
P/E 18.21
BOOK VALUE (RS) 425.755237
DIV (%) 0
MARKET LOT 1
EPS (TTM) 23.38
PRICE/BOOK 0.999987699505385
DIV YIELD.(%) 0
FACE VALUE (RS) 10
DELIVERABLES (%)
4

News & Announcements

16-Oct-2021

ZF Steering Gear (India) to discuss results

28-Sep-2021

Z F Steering Gear (India) Ltd - Revised Disclosures under Reg. 31(1) and 31(2) of SEBI (SAST) Regulations 2011.

28-Sep-2021

Z F Steering Gear (India) Ltd - Revised Disclosures of reasons for encumbrance by promoter of listed companies under Reg. 31(1) read with Regulation 28(3) of SEBI (SAST) Regulations 2011.

27-Sep-2021

Z F Steering Gear (India) Ltd - Closure of Trading Window

16-Oct-2021

ZF Steering Gear (India) to discuss results

29-Jul-2021

ZF Steering Gear (India) to convene AGM

16-Jul-2021

ZF Steering Gear (India) to hold board meeting

22-Jun-2021

Z F Steering Gear (India) intimates of withdrawal of strike by workmen

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 48622 0.54
Total Institutions 950 0.01
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 77428 0.85
Total Promoters 6118418 67.43
Total Public & others 2827882 31.16
Total 9073300 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About Z F Steering Gear (India) Ltd

Promoted by H K Firodia, J H Munot and Zahnradfabrik-Freindrichshafen, Germany, Z F Steering Gear (India) (ZFSGIL) belongs to the Kinetic group, and manufactures, assembles and deals in mechanical steering gears (cap. : 1,50,000 pa), hydraulic power steering gears (cap. : 36,000 pa) and other types of steerings, gear boxes and designs including bevel gears, spur gears, crown wheels, etc. The company has its plant at Village Vadu Budruk, Maharashtra. The German collaborator has a 26% stake in the company. The company's steering gears find application in buses and are supplied to various state transport undertakings and also to heavy vehicles like dumper and haulage trucks. Buses fitted with power steering gears reduce the drivers' effort and fatigue to steer the vehicle and adds to their safety. The original collaborators of the company, ZF Friedrichshfan AG, Germany (ZFG) formed a joint venture with Robert Bosch, GmbH(Bosch) and have established a separate company - ZF LENKSYSTEME GmbH (ZFLS) - which is jointly managed by ZF and Bosch and in which both these partners hold 50% stake each. The steering gear business of the partner has been transferred to this new joint venture company. Consequently, the investment in the shares of ZFGIL, held by ZFG, has now been transferred to ZF Beteiligungsholding GmbH (ZFBG) which will be fully controlled by ZFLS, the joint venture company. The shares were transferred to ZFBG after necessary government approvals. Similarly, all rights and obligations of ZFG under the technical collaboration agreement with ZF India have been transferred to ZFLS. During 1998-99, Company was awarded renewal of ISO 9001 Certificate for further period of 3 years.

Z F Steering Gear (India) Ltd Chairman Speech

Z F Steering Gear (India) Ltd Company History

Promoted by H K Firodia, J H Munot and Zahnradfabrik-Freindrichshafen, Germany, Z F Steering Gear (India) (ZFSGIL) belongs to the Kinetic group, and manufactures, assembles and deals in mechanical steering gears (cap. : 1,50,000 pa), hydraulic power steering gears (cap. : 36,000 pa) and other types of steerings, gear boxes and designs including bevel gears, spur gears, crown wheels, etc. The company has its plant at Village Vadu Budruk, Maharashtra. The German collaborator has a 26% stake in the company. The company's steering gears find application in buses and are supplied to various state transport undertakings and also to heavy vehicles like dumper and haulage trucks. Buses fitted with power steering gears reduce the drivers' effort and fatigue to steer the vehicle and adds to their safety. The original collaborators of the company, ZF Friedrichshfan AG, Germany (ZFG) formed a joint venture with Robert Bosch, GmbH(Bosch) and have established a separate company - ZF LENKSYSTEME GmbH (ZFLS) - which is jointly managed by ZF and Bosch and in which both these partners hold 50% stake each. The steering gear business of the partner has been transferred to this new joint venture company. Consequently, the investment in the shares of ZFGIL, held by ZFG, has now been transferred to ZF Beteiligungsholding GmbH (ZFBG) which will be fully controlled by ZFLS, the joint venture company. The shares were transferred to ZFBG after necessary government approvals. Similarly, all rights and obligations of ZFG under the technical collaboration agreement with ZF India have been transferred to ZFLS. During 1998-99, Company was awarded renewal of ISO 9001 Certificate for further period of 3 years.

Z F Steering Gear (India) Ltd Directors Reports

To the Members,

The Directors have pleasure in presenting the 41st Annual Report and the Company's Audited Financial Statements for the Financial Year (FY) ended on March 31, 2021.

Financial Results

The financial performance of the Company, for Financial Year ended on March 31, 2021, is summarized in the following table:

(Rs. in crore)

Particulars FY 2020-21 FY 2019-20
Sales (net) and other Income Profit/ (Loss) before 227.84 290.21
Depreciation, Exceptional Item and Tax 44.64 (30.3)
Depreciation and Amortization Expenses 37.59 32.47
Exceptional Item - 66.85
Profit before Tax (PBT) 6.76 2.99
Tax Expense (2.09) 3.27
Profit/ (Loss) for the year 8.85 (0.28)
Other comprehensive Income/ (Loss) 0.74 (0.88)
Total Comprehensive Income/ (Loss) for the year 9.59 (1.16)
Balance of Profit Brought Forward from previous year 120.31 121.47
Dividend including tax thereon – (pertaining to previous year paid during the year) - -
Transfer to General Reserve Nil Nil
Closing balance as per the Profit and Statement c/f 129.9 120.31
Earnings Per Share
Basic and Diluted (Rs,) 9.75 (0.31)

Dividend

In order to conserve resources of the Company and considering uncertain economic scenario due to second wave of Covid-19, the Board of Directors (the Board) has not recommended any dividend, for the financial year ended on March 31, 2021.

Covid-19 Pandemic

The calendar year 2020 was dominated by the COVID-19 pandemic and the ensuing global economic downturn, the most severe one, since the Global Financial Crisis. The pandemic led to a dramatic loss of human life worldwide and presented an unprecedented challenge to public health. The lockdowns and social distancing norms brought the already slowing global economy to a standstill. The global economy contracted by 3.3% in the year 2020. The outbreak of Covid-19 virus and the ensuing lockdown, imposed across India, led to severe demand destruction and resulted in contraction of Gross Domestic Product (GDP) of the country. Business operations of the Company had to be paused for a few weeks. Health of the employees and workers became a priority. However, towards later part of the year, consequent to significant opening of the economic activity across the nation, the demand picked up compared to that of during the initial period of Covid-19.

India recently experienced a massive second wave of Covid-19 infections. Due to re-imposition of virus management measures, including lockdowns, which curbed economic activity and dampened market and consumer sentiment, Moody, an international Credit Rating Agency, slashed the Indian economic growth forecast for FY 2022 to 9.3%, from 13.7% made by them before second wave of the Pandemic in India.

However, in view of the targeted nature of containment measures and rapid progress on vaccinating the population the impact of the lockdown measures is not expected to be as severe as during the first wave. Also, the Company's management has made assessment of likely adverse impact on business and financial risks on account of second wave of Covid-19 and that the management does not see any medium to long term risks in the Company's ability to continue as a going concern and/ or meeting its liabilities.

Subsidiaries, Associates and Joint Ventures

The Company did not have any subsidiary or joint-venture/ associate as of March 31, 2021 and therefore, there are no Consolidated Financial Statements of the Company as of March 31, 2021.

Management Discussion and Analysis Indian Economy

India's economy grew at 1.6 per cent in the fourth quarter of FY 2020-21, driven mainly by the manufacturing sector, recording a slight pickup in GDP growth. In the full fiscal year, the economy shrunk by 7.3 per cent as the Covid-19 pandemic ravaged the economy. The contraction in FY21 GDP is worse in more than 40 years, the government data shows.

Industry Overview

Number of Commercial Vehicles (CV) Sold

The overall sales of CVs fell to the lowest level in the past 11 years. The industry had already crashed in FY 2019-20 from an all-time high the previous year. The industry clocked an annual sale of 6.19 lakh units in FY 2020-21, down 20.5% to the previous year.

(Source: SIAM)

Financial Performance and state of the Company's affairs

(Numbers)

Type F.Y. F.Y. Growth
2020-21 2019.20
Power Steering 90,777 1,66,178 (45.4)%
Mechanical Steering 78,474 84,381 (7.0)%

Renewable Energy Solar Energy

Your Company's 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch), Gujarat, generated 0.8 crore Units of Electricity with sales-revenue of Rs. 8.92 crore in the FY 2020-2021. The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company, in terms of the multi-year Power Purchase Agreement. The Company's rooftop solar project, situated at its Vadu Budruk plant, generated around 0.07 crore units of electricity in FY 2020-2021, which was captively consumed in the said plant.

Wind Energy

Eight Wind Turbine Machines, owned and operated by the Company, located in districts of Satara, Ahmednagar & Aurangabad, having aggregate capacity of 8.8 MW generated a total of 1.16 crore units in the FY 2020-2021. Out of this, 0.06 crore units were used as captive consumption, which accounted for approximately 7.6% of the energy-consumption of the Company's factory at Village Vadu Budruk, and remaining 1.09 crore units were sold to Maharashtra Electricity Board.

Revenue from Operations

During the year, sales of auto-components, that is Steering Gears and its components, were down by 31%, as explained above, resulting in reduction of Revenue from Operations by 29.7%.

Finance Cost

Finance cost charged to Statement of Profit & Loss, was Rs. 0.29 crore for FY 2020-2021 against Rs. 1.09 crore in FY 2019-20.

Other Income

During the year under review, gains from Other Income substantially jumped to Rs. 26.36 crore as against Rs.3.64 crore in the Financial Year 2019-20. The major contributor being gains, realised and unrealised, on financial assets/ investments of the Company. You may refer to Note No. 16 to the Financial Statements for details.

Financial Investments

As of March 31, 2021, Financial Investments of the Company stood at Rs. 120.42 crore as against Rs. 106.97 crore in FY 2019-20. Both these amounts reflect the market value of the financial investments held by the Company at end of the respective financial years.

Credit Rating

In the Month of February, 2021, ICRA – the Credit Rating Agency, had retained the Credit Rating A+ (A plus) for Long Term Fund based and Non-Fund based Credit Facilities and A1+ (A one plus) for Short Term Non-Fund Based Credit Facilities. Further, ICRA also revised the outlook on ratings of the Long Term Credit facilities from ‘Negative' to ‘Stable'.

Profitability

Despite lower Revenue from Operations and higher depreciation-charge, Profit Before Tax was higher at Rs, 6.76 crore compared to Rs.2.99 crore in FY 2019-20, thanks to the Other Income. After write-back of Deferred-Tax Provision of Rs. 2.09 crore, Profit After Tax and Other Comprehensive Income was Rs. 9.59 crore, registering Earnings of Rs. 9.75 Per Share of the Company.

Key Financial Ratios

In accordance with the relevant provisions of the Listing Regulations, the key financial ratios are as under:

FY 2020-21 FY 2019-20
Debtor Turnover Ratio (in days) 142.1 62.5
Inventory Turnover Ratio (in days) 115.2 48.5
Interest Coverage Ratio 24.31 3.7
Current Ratio 1.63 1.5
Debt Equity Ratio 0.06 -
Operating Profit Margin 3% 1%
Net Profit Margin 3.88% -0.10%
Return on Net Worth 2.35% -0.10%

i. Debtor Turnover Ratio

There was a significant rise in Debtor Turnover Ratio as opposed to previous Financial Year owing to bill discounting facility availed in the previous year.

ii. Inventory Turnover Ratio

The surge in Inventory Turnover Ratio during the year under the review is attributable to the reduction in sale-production cost but increase in inventory due to Work in progress and God own Stock.

iii. Interest Coverage Ratio

The proliferation in Interest Coverage Ratio as compared to previous financial year is because of no interest on Term Loan during the Year

iv. Operating Profit Margin

Increase in Operating Profit Margin is attributable to the reduction in cost due to tight cost-control and that of Net Profit Margin is attributable to the Reduction in Cost and Tax Expenses.

v. Return on Net Worth

Better financial results and increase in profits led to positive augmentation of the return on net worth.

Segment wise Profitability

Auto-Components Segment reported loss of Rs. 22.67 crore in view of lower Revenue and higher Depreciation. Renewable Energy Segment reported Profit of Rs.5.80 crore and Profit from other (Un-allocable) segment/ Other Income was Rs. 25.72 crore.

Outlook, Opportunities and Threats

The outlook for the Commercial Vehicles (CV) industry in FY 2021-22 will remain dynamic and unpredictable, due to second wave of Pandemic and its effects, hike in fuel prices, less usage of public transport, shortage of some critical components using semi-conductors and rising prices of commodities. CV Manufacturers are back under pressure as sales have fallen after signs of revival in the first three months of the calendar year. CRISIL, a Credit Rating Agency, in their Report issued on June 7, 2021, stated that the intense second wave of Covid-19 afflictions and consequent lockdowns will limit growth in the domestic Commercial Vehicle sales volume to 23-28 per cent this fiscal, compared with 32-37 per cent expected prior to its onset.

It is expected that the demand for Commercial Vehicles will revive in the second half of FY 2021-22 as economic activities improve, and also due to the lower capacity in the system after consecutive double-digit decline in FY 2019-20 and FY 2020-21. Demand for CVs, particularly medium and heavy CVs, is likely to also benefit from various government initiatives to help revive the economy. However, Raw Material cost-inflation, especially in steel prices is a cause of concern, although all attempts shall be made to pass on this to our customers. Timely receipt of components from its suppliers, in view of reverse migration of workers at their end, has also become challenging task for the Company. The Company had to resort to occasional block-closures, in the first quarter of the current financial year, at their factories, either due to inadequate demand or delay in receipt of important components from its suppliers.

Expansion and Capital Expenditure

The Company's phase-wise expansion at Pithampur, Madhya Pradesh is in progress.

The Company is in a process to develop Power Steering for some new models of Tractors.

Internal Control System and its Adequacy

Your Company has aligned its current systems of internal financial control with the requirement of Companies Act

2013. The Internal Control framework is intended to increase transparency and accountability in the Company's process of designing and implementing a system of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses. The Company has successfully laid down the framework and ensured its effectiveness.

The Company has an effective Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. There is an Internal Audit department which checks all the vouchers, financial reports, registers etc. To maintain its objectivity and independence, the Board has also appointed an external Chartered Accountant firm, M/s. Kirtane & Pandit LLP, Chartered Accountants, which reports to the Audit Committee of the Board, in the capacity of Internal Auditors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions in the organisation of the Company. The Audit Committee, Statutory Auditors and the process owners are periodically apprised of the internal audit findings. Important internal audit observations are also placed before the Board at its Meetings. Based on the report of Internal Auditor, process owners undertake corrective action, wherever required, in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee.

The Company's Audit Committee regularly reviews the financial management reports and data and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Based on its evaluation, the Company's Audit Committee has concluded that, as of March 31, 2021, the Company's internal financial controls were adequate and operating effectively.

Cautionary Statement

The above ‘Management Discussion and Analysis Report' is a forward looking Statement based on the Company's projections, estimates and perceptions. These statements reflect the Company's current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014, are given in Annexure-I to this Report.

Board of Directors and Key Managerial Personnel

At the year ended on March 31, 2021, the Board of Directors comprised of Four Non- Independent Directors (including two executive Directors) and Five Independent Directors. Pursuant to the requirements under the Companies Act, 2013, and the Articles of Association of the Company, Mrs. Eitika Munot (DIN: 01396661) retires by rotation and being eligible, offers herself for reappointment at the ensuing 41st Annual General Meeting of the Company.

During the current Financial Year, the Board, on recommendation of the Nomination and Remuneration Committee, has reappointed Mr. Dinesh Munot (DIN: 00049801) as the Chairman and Whole Time Director of the Company with effect from July 28, 2021, for the period of five years, and Mr. Utkarsh Munot (DIN: 00049903) as the Managing Director of the Company for the period of five years with effect from May 19, 2021.

The Resolutions for the aforesaid reappointments along with brief profiles of all the Directors proposed to be reappointed, form a part of the Notice of the 41st Annual General Meeting of the Company.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Listing Regulations, the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent

Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all the Independent Directors of the Company.

Familiarisation Programmes for Independent Directors

Independent Directors play a pivotal role in upholding Corporate Governance norms and ensuring fairness in decision-making.

Being experts in various fields, they also bring independent judgement on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is given to the Director, inter alia, explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the compliances required from him/ her under the Act, SEBI Regulations and other relevant regulations.

Key Managerial Personnel

During the period, there was no change in the Key Managerial Personnel of the Company.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

Your Board has constituted Nomination and Remuneration Committee (hereinafter referred to as "the Committee"), in order to oversee, inter-alia, matters relating to:

1. Identify persons who are qualified to become directors and persons who can be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

2. Formulate the criteria for determining qualifications, positive attributes and independence of a director;

3. Recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees;

4. Carry out evaluation of every director's performance including that of Independent Directors and

5. Devise a policy to be followed for identification, appointment, remuneration and evaluation of performance of directors including Company's Board diversity etc., as approved by the Board. The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Company was evaluated taking into account the views of Executive Directors and Non-Executive Directors. The above evaluations were then discussed at the Board meeting after the meeting of the Independent Directors and the NRC, at which the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent director being evaluated. Further, the Company has devised a Policy, for performance evaluation of Independent Directors, Board as a whole, Committees of the Board and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors. The Company carried out the performance evaluation during the year under report. The Board of Directors expressed satisfaction with the evaluation process.

Directors' Responsibility Statement

The Directors state that:

i. In the preparation of the annual financial statement for the financial year ended on March 31, 2021, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same.

ii. 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 as at March 31, 2021, and of the profit of the Company for the financial year ended on that date.

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

iv. the Directors have prepared the annual financial statement on a ‘going concern' basis.

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls, in their opinion, are adequate and are operating effectively and

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

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors' Certificate on its compliance, which forms part of this report.

Business Responsibility Report

The Business Responsibility Report, for the year ended on March 31, 2021, as stipulated under Regulation 34 of the Listing Regulations, forms part of this Annual Report. The Business Responsibility Report is also available on the Company's website at www.zfindia.com.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any guarantee in connection with any loan covered by the provisions of Section 186 of the Act. Details of Loans and Investments are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

Contracts and Arrangements with Related Parties

The Audit Committee accords omnibus approval to the Related Party Transactions which are in ordinary course of business, foreseen, repetitive in nature and satisfy the arm's length principles. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered pursuant to the aforementioned omnibus approval.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act and as per the Companies (Corporate Social Responsibility) Rules, 2014, read with various amendments and clarifications issued by the Ministry of Corporate Affairs, the Company has re-framed a CSR Policy, which is available on the Company's website www.zfindia.com.

The Company has undertaken activities as per the CSR Policy. The Annual Report on CSR activities is annexed herewith marked as Annexure III.

Risk Management

Your Company is not required to constitute a separate Risk Management Committee.

The Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and (b) Overseeing all the risks the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, information technology, Regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. The Company manages, monitors and reports on the major risks and uncertainties, those can impact its ability to achieve its strategic objectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

Auditors and Auditors' Report Statutory Auditors

The Company in its 39th Annual General Meeting held on September 20, 2019, had appointed M/s Joshi Apte & Company, Chartered Accountants (Firm Registration No. 104370W), as Statutory Auditors of the Company, for a period of five consecutive years from the conclusion of 39th Annual General Meeting until the conclusion of 44th Annual General Meeting. The requirement for the annual ratification of auditor's appointment at the Annual General Meeting has been omitted pursuant to the Companies (Amendment) Act, 2017, notified on May 7, 2018. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

There are no qualifications, reservations or adverse remarks in the Statutory Auditors' Report for the Financial Year 2020-2021.

The Statutory Auditors' Report is enclosed with the financial statements in the Annual Report.

Secretarial Auditor

The Board had appointed Mr. I. U. Thakur (PCS Registration No. 1402), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2020-2021. The Secretarial Audit Report for the same is annexed herewith as Annexure IV. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that your Company was required to appoint Woman Independent Director w.e.f. April 1, 2020, in accordance with Regulation 17(1)(a) of the Listing Regulations. The said appointment was made by the Company w.e.f. June 27, 2020, due to nationwide lockdown which led to the impediment in the Company's Operations. The Company was in constant pursuit of a competent candidate with an array of requisite skill-set and sufficient experience. After comprehensive research, the Company appointed Mrs. Smita Amol Lahoti (DIN: 08764528), as the Independent Woman Director with effect from June 27, 2020.

Disclosures

Meetings of the Board

Four Meetings of the Board of Directors were held during the financial year. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report

Committees of the Board Audit Committee

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed there under and the Listing Regulations. The details relating to the same are given, in the Corporate Governance Report, forming part of this Report. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee performs its functions as set out under Part C of Schedule II to the Listing Regulations.

The detailed terms of reference of the Audit Committee is set out in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee pursuant to Section 178 of the Act read with Rules made thereunder and Regulation 19 of the Listing regulations. The brief details pertaining to the same are given in the Corporate Governance Report, forming part of this Report. The Nomination and Remuneration Committee performs its functions as set out under Part D, Para A of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set out in the Corporate Governance Report.

Remuneration Policy

The Board, has on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of directors and senior management. The detailed Remuneration Policy is placed on the Company's website www.zfindia.com.

Stakeholders' Relationship Committee

The Board has constituted Stakeholders' Relationship Committee in accordance with the provisions of Section 178 of the Act read with rules made thereunder and Regulation 20 of the Listing Regulations.

The Stakeholders' Relationship Committee performs its functions as set out under Part D, Para B of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set out in Corporate Governance Report.

Corporate Social Responsibility Committee

The Company has constituted Corporate Social Responsibility Committee pursuant to the Section 135 of the Act and Rules made thereunder. The detailed functions and constitution thereof of the Corporate Social Responsibility Committee are set out in Corporate Governance Report.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a whistle blower policy, in terms of Regulation 22 of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail/ telephone/ letter to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at www.zfindia.com.

Extract of the Annual Return

The extract of the Annual return is placed on Company's website www.zfindia.com.

Industrial Relations

By and large, the Industrial Relations at all locations of the Company were amicable. However, a group of 79 workers, working in one section of the Company's Vadu Budruk factory at Pune, went on strike from February 12, 2021. The said strike was unconditionally withdrawn by the workers on June 22, 2021. The aforementioned plant was fully operational as the requisite alternate arrangements were made by the Company during the strike period. The Company's second plant at Pithampur, Madhya Pradesh, is operational as usual.

The Company has been constantly endeavouring to improve quality, reduce cost, ensure safety and improve productivity at all levels. Emphasis was also laid towards raising awareness on health and wellness of employees.

Particulars of Employees and related disclosures

Considering the provisions of Section 197 of the Act, read with the relevant rules and having referred to provisions of Section 136(1) of the Act, the Directors' Report is being sent to the Members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

Disclosure – Policy on Prevention of Sexual Harassment at Workplace

The Company has in place, a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013' and the Rules framed there under. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainee etc.) are covered under this Policy. During the year, no complaint with allegation of sexual harassment was received by the Company.

General

1. The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

2. All equity shares issued by the Company rank pari-passu in respect of right to receive dividend, voting rights or otherwise.

3. During the year under report, no shares were issued as sweat equity to any of the employees or others.

4. The Company does not have any subsidiary, and no remuneration was received by any Whole-time Director of the Company from a subsidiary.

5. During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

6. There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

7. The Central Government, under Section 148(1) of the Act, has not prescribed maintenance of cost records in respect of the activities carried out by the Company.

8. During FY 2020-2021, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

Pune Dinesh Munot
July 24, 2021 Chairman
(DIN: 00049801)

   

Z F Steering Gear (India) Ltd Company Background

Dinesh MunotUtkarsh Munot
Incorporation Year1981
Registered OfficeGat No 1242 & 1244,Vadu Budruk Shirur Taluka
Pune,Maharashtra-412216
Telephone91-2137-305100,Managing Director
Fax91-2137-305302
Company SecretarySatish Mehta
AuditorJoshi Apte & Co
Face Value10
Market Lot1
ListingBSE,
RegistrarLink Intime India Pvt Ltd
BNo 202 Akshay Compl,Off Dhole Patil Road,Near Ganesh Mandir ,Pune-411001
C-101 247 Park ,L B S Marg ,Vikhroli West ,Mumbai-400083

Z F Steering Gear (India) Ltd Company Management

Director NameDirector DesignationYear
Dinesh Munot Chairman & Wholetime Director 2020
Utkarsh Munot Managing Director 2020
Manish Motwani Independent Director 2020
Satish Mehta Company Secretary 2020
Eitika Munot Non Executive Director 2020
S A Gundecha Independent Director 2020
Shridhar S Kalmadi Independent Director 2020
Adit Madhusudan Rathi Independent Director 2020
Sandeep Nelamangala Non Executive Director 2020
Soumitra Bhattacharya Director 2020
Smita A Lahoti Director 2020

Z F Steering Gear (India) Ltd Listing Information

Z F Steering Gear (India) Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Auto components NA 000274.84
Sale of Solar Power NA 0008.91
Wind Power NA 0001.76
Scrap sales NA 0000.77
Revenue from Rendering ServiceNA 0000.29
Sale of Products NA 0000
Unspecified NA 0000
Income from Jobwork NA 0000
Royalty NA 0000
Excise Duty NA 0000
Spares/acces. for Mechani. SteNo 0000
Spares/accesso. for Hydraulic No 0000
Gears-Hydraulic Power SteeringNo 0000
Gears-Mechanical Steering No 0000

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