Zenith Computers Ltd
Directors Reports
To the Members,
Your Directors have pleasure in presenting their 36th Annual Report and the
audited Accounts for the financial year ended 31st March, 2016.
|
(Rs. in Lakhs] |
| FINANCIAL HIGHLIGHTS |
2015-2016 |
2014-2015 |
| Profit / (Loss) before Taxes |
(919.80) |
(3,191.22) |
| Less: Provision for Taxes |
NIL |
NIL |
| Profit after taxation available for appropriation |
(919.80) |
(3,191.22) |
| Appropriations |
|
|
| Proposed Dividend |
NIL |
NIL |
| Tax on Proposed Dividend |
Nil |
NIL |
| Balance Profit / (Loss)carried to the Balance Sheet |
(919.80) |
(3,191.22) |
| Basic & Diluted Earnings per Share of face value of Rs.10/- fully paid up |
(5.94) |
(20.61) |
COMPANY’S ACTIVITIES
Your Company has discontinued the business of manufacture of desktop and laptop
computers and is presently only in the services segment of maintenance contracts and
fulfilling warranty commitments.
DIVIDEND
Your Directors do not recommend any Dividend in respect of the financial year ended 31 st
March, 2016, as the Company has suffered a Loss.
REVIEW OF OPERATIONS
During the year under review, the net sales revenues at Rs. 150.46 lakhs were lower
than the previous year's revenues of Rs. 2,201.22 lakhs. During the year the net Loss (Tax
Expense was NIL) was Rs. 919.80 lakhs as against the previous year's Loss of Rs. 3,191.22
lakhs (Tax Expense was NIL); the Loss was due to discontinuation of the Company's core
business activities relating to manufacture and sale of computers and accessories and the
adverse market conditions and interest costs.
FIXED DEPOSITS
The Company did not have any outstanding / unpaid Deposits or unpaid / unclaimed
interest thereon as on 1st April, 2015; the Company has not accepted any
deposits under Sections 73 to 76 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
DEMATERIALISATION OF COMPANY’S SHARES
The Company's Securities continue to be traded in the electronic form only as per the
relevant SEBI guidelines.
LISTING OF SHARES ON THE STOCK EXCHANGES
During the year ended 31st March, 2016, the Company's Securities continue to
be listed on the BSE Limited (BSE), Mumbai; the Company's securities on the National Stock
Exchange of India Limited (NSE), Mumbai were listed only up to 18th March, 2016
as the Company's Voluntary Delisting application was accepted by NSE. The Company has paid
the requisite Annual Listing Fees for the year 2016-17 to the BSE.
VOLUNTARY DELISTING OF THE COMPANY’S SHARES FROM THE NATIONAL STOCK EXCHANGE OF
INDIA LIMITED (NSE)
The Company made an application to the NSE, pursuant to the Board Resolution passed on
13th June, 2015, on 17th June, 2015 for voluntarily delisting the
Company shares as the Board felt that as there was no trading since September, 2014 till
date, the Listing on NSE was no longer required; the Shares are already listed on the BSE
Limited which has nation-wide terminals for enabling shareholders, investors and other
stakeholders to deal in the Company's Shares. The NSE has approved the Delisting of the
Company's Shares with effect from 18th March, 2016.
DIRECTORS
Mrs. Manju Bhartia was appointed as a Director (as a Woman Director) in the 35th
Annual General Meeting of the Company held on 30th September, 2015 in
compliance of Clause 49 of the Listing Agreements with the Stock Exchanges.
In accordance with the Company's Articles of Association and the provisions of the
Companies Act, 2013, Mrs. Manju Bhartia, aa a Woman Director retires by rotation and
offers herself for re-appointment. A brief resume of Mrs. Manju Bhartia, nature of
experience and the names of Companies in which she holds Directorship and membership /
Chairmanship of Board Committees, as stipulated in Clause 49 of the Listing Agreement /
SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 is provided in
the Explanatory Statement annexed to the Notice convening the meeting.
CORPORATE SOCIAL RESPONSIBILITY
The Company has been incurring losses in the previous 3 years and hence the provisions
of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable.
DIRECTORS’ RESPONSIBILITY STATEMENT
Your Directors confirm:
(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards
have been followed along with proper explanation relating to material departures;
(2) that the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year ended 31st March, 2016 and of the profit of the Company for that
year;
(3) that the Directors have taken proper and sufficient care for the maintenance of
adequate records in accordance with the provisions of the Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(4) that the Directors have prepared the annual accounts on a going concern basis; and
(5) that systems to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively
REGISTRATION OF THE COMPANY AS A SICK INDUSTRIAL COMPANY
Your Company was registered as a sick industrial company under Section 15(1) of the
Sick Industrial Companies (Special Provisions) Act, 1985 by the Board for Industrial and
Financial Reconstruction (BIFR) with effect from 29th August, 2014; however on
an application made by Indian Bank, the BIFR has abated the registration of reference by
the Company as a sick industrial undertaking.
TAKING OVER OF THE COMPANY’S PROPERTIES IN GOA AND MAHAPE
Indian Bank as the Lead Bank of the Consortium of Banks, has taken physical possession
of the land, buildings and stocks of the Company in Goa in April, 2015 and the properties
and stocks at Mahape, Navi Mumbai in June, 2015. Consequently, the Company had to
discontinue its business of manufacture of desktop and laptop computers.
SHIFTING OF THE REGISTERED OFFICE
Since the Registered Office of the Company located in Electronic Sadan was taken over
by Indian Bank, the Company shifted its registered office to a rented premises at Mahape.
Thus the Registered
Office of the Company has been shifted from B-5, Electronic Sadan
- 1, MIDC, TTC Area, Mahape, Navi Mumbai 400 710 to Plot No. EL
- 117, 1st Floor, Mahape, MIDC, TTC Area, Navi Mumbai 400 710 with effect
from 6th June, 2015.
CORPORATE GOVERNANCE
The Company has complied with the requirements of Corporate Governance, as applicable
to the Company, during the period under report, as per the amended Listing Agreements with
Stock Exchanges. The Report on Corporate Governance with the Auditors' Report thereon, is
annexed hereto as Annexure ‘D’ in accordance with Clause 49 of the Listing
Agreements with the Stock Exchanges / SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015.
STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31st
MARCH, 2016
In accordance with Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of
the Companies (Management and Administration) Rules, 2014, the Statement showing the
Extract of the Annual Return as on the financial year ended 31st March, 2016 is
annexed as Annexure ‘C’ and forms part of this Report.
PARTICULARS OF LOANS, ETC., UNDER SECTION 186 OF THE COMPANIES ACT, 2013
During the year, the Company has not given any loans, provided any guarantees or made
any investments attracting the provisions of Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All transactions / contracts / arrangements of the nature specified in Section 188(1)
of the Companies Act, 2013 entered into by the Company during the year under review with
related party (ies) are in the ordinary course of business and on arm's length basis.
Hence, Section 188(1) is not applicable and consequently no particulars in Form AOC - 2
are furnished.
SECRETARIAL AUDIT
The Secretarial Audit Report dated 30th July, 2016, of M/s. Mohan Akella
& Company, Company Secretaries, Thane, pursuant to Section 204(1) of the Companies
Act, 2013 and Rule 9 of the Companies (Appointment And Remuneration of Managerial
Personnel) Rules, 2014, of the Compliance of the applicable Statutory Provisions and
adherence to good corporate practices by the Company is annexed hereto as Annexure
‘B’ and forms part of this report.
The Company's representatives have provided the material data for the qualifications /
observations and / or remarks contained in the said Secretarial audit Report.
AUDITORS
M/s. C. L. Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors
of the Company, were re-appointed for a period of 3 years at the 34th Annual
General Meeting, in accordance with Sections 139 and 141 of the Companies Act, 2013; the
tenure of the said Auditors is to be confirmed at the ensuing AGM.
The Notes to Accounts mentioned in the Audited Accounts of the Company for the year
ended 31st March, 2016 are self explanatory to the observations made by the
Statutory Auditors in their Report on the said Financial Statements.
EMPLOYEES
Relations between the management and its employees have been cordial. Your Directors
place on record their appreciation of the efficient and loyal services rendered by the
employees of the Company at all levels.
The Company did not have any employee(s) during the year or part of the year drawing
remuneration specified in the provisions of Section 134 of the Companies Act, 2013 read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended; the Company's paid-up Share Capital being less than Rs. 25 Crores, the Provisions
of Rules 4 and 5 of the Companies (Accounts) Rules, 2014 are not applicable to the
Company; moreover, the Company being a Sick Industrial Company did not pay any increased
salary or perquisites to any KMP or any employee during the year; hence the statement
under these provisions is not annexed.
ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The information required under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(2) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy,
technology absorption and foreign exchange earnings and outgo is appended hereto as
Annexure ‘A’ and forms part of this Report.
ACKNOWLEDGEMENTS
Your Directors place on record their appreciation of the support received from the
Company's Bankers and Shareholders and look forward to their continued support and
goodwill.
|
By Order of the Board |
| MUMBAI |
RAJKUMARSARAF |
| 9th August, 2016 |
CHAIRMAN & MANAGING DIRECTOR |
ANNEXURE ‘A' TO THE DIRECTORS' REPORT
STATEMENT OF PARTICULARS REQUIRED TO BE GIVEN UNDER SECTION 134(3)(m) OF THE COMPANIES
ACT, 2013 READ WITH RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES, 2014 IN RESPECT OF THE
FINANCIAL YEAR ENDED 31st MARCH, 2016.
A. Conservation of Energy : Though the Company's manufacturing operations are not power
intensive, regular and preventive maintenance of all equipment is undertaken by the
Company.
B. Technology Absorption : Form B enclosed.
| C. Foreign Exchange Earnings and Outgo : |
Rs. in Lakhs |
| Total foreign exchange used and earned |
|
| (i) Expenditure in foreign currency |
NIL |
| (ii) Foreign Exchange earned |
NIL |
FORM B
Form of disclosure of particulars with respect to absorption
1. Specfic areas in which R & D carried out by the Company :
Designing / development of state-of-art systems, import substitution, technology
upgradation. Upgradation of products and quality enhancement. Development and evaluation
of alternate raw materials.
2. Benefits derived as a result of the above R & D :
Cost reduction, product improvement, import substitution and effective time management.
3. Future plan of action :
Development of new products and enhancing market revenues by upgrading existing
spectrum of products.
| 4. Expenditure in R & D : |
Rs. in Lakh's |
| a. Capital |
NIL |
| b. Recurring |
NIL |
| c. Total |
NIL |
| d. Total R & D expenditure as a percentage of total turnover |
NIL % |
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
1. Efforts, in brief, made towards technology absorption, adaptation and innovation :
Introduction of All-in-one PC and Touch Panel LCD Monitor for Industrial and Commercial
applications towards improvement of efficiency and productivity.
2. Benefits derived as a result of the above efforts : On going
3. Imported Technology : None
|
By Order of the Board |
| MUMBAI |
RAJKUMARSARAF |
| 9th August, 2016 |
CHAIRMAN & MANAGING DIRECTOR |
  Â