Home  »  Company  »  Zenith Computers  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Zenith Computers Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their 35th Annual Report and the audited Accounts for the financial year ended 31st March, 2015.

(Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2014-2015 2013-2014

Profit / (Loss) before Taxes (3,191.22) (4,294.17)

Less: Provision for Taxes NIL NIL

Profit after taxation available for appropriation (3,191.22) (4,294.17)

Add: Balance Profit / (Loss) brought forward from previous year (4,828.42) (534.25)

Amount available for appropriations : (8,019.64) (4,828.42) Appropriations

Proposed Dividend NIL NIL

Tax on Proposed Dividend NIL NIL

General Reserve NIL NIL

Balance Profit / (Loss) carried to the Balance Sheet (8,019.64) (4,828.42)

COMPANY'S ACTIVITIES

The impact of I-Pads, Tablets and Smart Phones in the marketplace has had an overwhelming effect on the personal and laptop computers with all the Computer hardware companies stopping production of Desktops and laptops. 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.

The Company is looking into the possibilities of distributing multinational companies' products, servers, etc.

DIVIDEND

Your Directors do not recommend any Dividend in respect of the financial year ended 31st March, 2015, as the Company has suffered a Loss.

REVIEW OF OPERATIONS

During the year under review,

- The net sales revenues at Rs. 2261.39 lakhs were lower

than the previous year's revenues of Rs. 7902.99 lakhs. During the year the net Loss (Tax Expense was NIL) was Rs. 3191.22 lakhs as against the previous year's Loss of Rs.4,294.17 lakhs (Tax Expense was NIL); the Loss was due to the adverse market conditions and interest costs.

- The Company continues to Endeavour in maintaining customers to their utmost satisfaction levels by registering impeccable track record of quality and delivery efficiency, thereby ensuring their continued patronage for your company's products and services.

- Further changes and improvisations are under way in the manufacturing process and these changes are in compliance with international requirements.

FIXED DEPOSIT

The Company did not have any outstanding / unpaid Deposits or unpaid / unclaimed interest thereon as on 1st April, 2014; 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

The Company's Securities continue to be listed on the BSE Limited (BSE), Mumbai and the National Stock Exchange of India Limited (NSE), Mumbai. The Company has paid the requisite Annual Listing Fees for the year 2015-16 to the BSE and NSE.

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 Certificate from NSE granting Delisting Permission is expected shortly.

DIRECTORS

Mrs. Manju Bhartia has been appointed as an Additional Director (as a Woman Director) in compliance of Clause 49 of the Listing Agreements with the Stock Exchanges on 14th August, 2015

The Company has received a notice from a Shareholder along with a Deposit of Rs. 1,00,000/-, pursuant to Section 160(1) of the Companies Act, 2013, proposing the name of Mrs. Manju Bhartia as a Director of the Company at the ensuing Annual General Meeting (AGM). A brief resume of Mrs. Manju Bhartia, giving her 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 with the Stock Exchanges is provided in the Explanatory Statement annexed to the Notice convening the meeting

In accordance with the Company's Articles of Association and the provisions of the Companies Act, 2013, Mr. Vijay Mukhi, an Independent Director, retires by rotation and offers himself for re-appointment as an independent Director. A brief resume of Mr. Vijay Ram Mukhi, nature of experience and the names of Companies in which he holds Directorship and membership / Chairmanship of Board Committees, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges 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 is also registered as a Sick Industrial Company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 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;

(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, 2015 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; and

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

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 and the process of preparation of the 'Draft Rehabilitation Scheme' and other connected matters are before the BIFR.

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

Indian Bank as the Lead Bank of the Consortium of Banks, had not accepted the Company's offer for one time settlement against all amounts due to the Banks under the provisions of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFESI) and 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 'E' in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges.

STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31ST MARCH, 2015

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, 2015 is annexed as Annexure 'D' 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

The information required under Section 134(3)(h) 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 in Form AOC – 2 as Annexure 'B' and forms part of this Report.

SECRETARIAL AUDIT

The Secretarial Audit Report, dated 31st July, 2015, 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 'C' 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, 2015 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; 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

RAJKUMAR SARAF

MUMBAI CHAIRMAN &

14th August, 2015 MANAGING DIRECTOR


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting their 34th Annual Report and the audited Accounts for the financial year ended 31st March, 2014.

(Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2013-2014 2012-2013

Profit / (Loss) before Taxes (4,294.17) (3,386.44)

Less: Provision for Taxes NIL NIL

Profit after taxation available for appropriation (4,294.17) (3,386.44)

Add: Balance brought forward from previous year (534.25) 279.08

Amount available for appropriations : (4,828.42) (3,107.36) Appropriations

Proposed Dividend NIL NIL

Tax on Proposed Dividend NIL NIL

General Reserve NIL 2,573.11

Balance Profit carried to the Balance Sheet (4,828.42) (534.25)

COMPANY''S ACTIVITIES

Fiscal year 2014 was a year of much slower economic growth with demand for the products and services in the Information and Technology sector registering a negative growth in volumes amidst falling prices.

DIVIDEND

Your Directors do not recommend any Dividend in respect of the fi nancial year ended 31st March, 2014, as the Company has suffered a Loss.

REVIEW OF OPERATIONS

During the year under review,

The net sales revenues at Rs. 7,821.02 lakhs were lower than the previous year''s revenues of Rs. 10,084.39 lakhs. During the year the net Loss (Tax Expense was NIL) was Rs. 4,294.17 lakhs as against the previous year''s Loss of Rs.3,386.44 lakhs (Tax Expense was NIL); the Loss was due to the adverse market conditions and foreign exchange fl uctuations.

The Company continues to endeavour in maintaining customers to their utmost satisfaction levels by registering impeccable track record of quality and delivery effi ciency, thereby ensuring their continued patronage for your company''s products and services.

Further changes and improvisations are under way in the manufacturing process and these changes are in compliance with international requirements.

PROSPECTS AND OUTLOOK

Vigorous marketing efforts and ceaseless cost reduction activities continue with more thrust and vigour to accomplish these goals.

The efforts are being intensifi ed to sustained leadership position by constantly upgrading the products to match advancing technology trends, maintaining the superiority in quality, and continuing the unblemished timely service support.

Your Directors are hopeful that all the above, coupled with continuous monitoring of inventory, receivables and overheads, would result in healthier results during the coming years.

FIXED DEPOSIT

During the year, the Company has not accepted any fi xed deposits under Sections 58A and 58AA of the Companies Act, 1956.

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

The Company''s Securities continue to be listed on the Bombay Stock Exchange, Mumbai and the National Stock Exchange of India Limited, Mumbai. The Company has not yet paid the requisite Annual Listing Fees for the year 2014-15, to the above Exchanges.

DIRECTORS

In accordance with the Company''s Articles of Association and the provisions of the Companies Act, 2013, Mr. Vipin M. Shah, an Independent Director, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. A brief resume of Mr. Vipin M. Shah, nature of experience and the names of Companies in which he holds Directorship and membership / Chairmanship of Board Committees, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided in the Explanatory Statement annexed to the Notice convening the meeting.

COMMUNITY DEVELOPMENT

The Company has been promoting and supporting the activities related to community services. The Company continues to focus its efforts towards helping the underprivileged children and schools run by the various institutions of the States and the Center by donating computers and also helping the institutions with financial support.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company had embarked on the excellence journey with the adoption of Zenith Group Excellence Model. The Company is undergoing external assessment process for evaluation of benchmarks for improvement over the previous year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confi rm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(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, 2014 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

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 in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges.

AUDITORS

M/s. C. L. Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re- appointment.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the effi cient 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 specifi ed in the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as an Annexure 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 RAJKUMAR SARAF

10th July, 2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 33rd Annual Report and the audited Accounts for the fnancial year ended 31st March, 2013.

(Rs. in Lakhs) FINANCIAL HIGHLIGHTS 2012-2013 2011-2012

Proft / (Loss) before Taxes (3386.44) 208.41

Less: Provision for Taxes NIL 35.57

Proft after taxation available for appropriation (3386.44) 172.84

Add: Balance brought forward from previous year 279.08 106.23

Amount available for appropriations : (3107.36) 279.08

Appropriations

Proposed Dividend NIL NIL

Tax on Proposed Dividend NIL NIL

General Reserve 2573.11 NIL

Balance Proft carried to the Balance Sheet (534.25) 279.08

COMPANY''S ACTIVITIES

Fiscal year 2013 was a year of much slower economic growth with demand for the products and services in the Information and Technology sector registering a negative growth in volumes amidst falling prices. The world wide demand for desktops and laptops has gone down substantially due to shifting of demand to tablets and smart phones.

DIVIDEND

Your Directors do not recommend any Dividend in respect of the fnancial year ended 31st March, 2013, as the Company has suffered a Loss.

REVIEW OF OPERATIONS

During the year under review,

- The net sales revenues at Rs. 10,084.39 lakhs were lower than the previous year''s revenues of Rs. 18,044.04 lakhs. During the year the net Loss (Tax Expense was NIL) was Rs. 3,386.44 lakhs as against the previous year''s Proft of Rs.208.41 lakhs; the Loss was due to the adverse market conditions for hardware and foreign exchange fuctuations and increased fnance costs.

- The Company continues to endeavour in maintaining customers to their utmost satisfaction levels by registering impeccable track record of quality and delivery effciency, thereby ensuring their continued patronage for your company''s products and services.

- The Company''s business of desktops and laptops has shrunk considerably due to the markets for I-Pads and high end Smart Phones which have dominated the purchases by the youth of the Country and as such the Company''s products requirements have gone down.

- Further changes and improvisations are under way in the manufacturing process and development of new products.

- The Company has suffered a huge loss on account of foreign exchange as a result of the dramatic fall in the value of the Rupee vis-a vis the US Dollar.

PROSPECTS AND OUTLOOK

- Vigorous marketing efforts and ceaseless cost reduction activities continue with more thrust and vigour to accomplish the Company''s goals.

- Efforts are being intensifed to sustain leadership position by constantly upgrading the products to match advancing technology trends, maintaining the superiority in quality, and continuing the unblemished timely service support.

- Your Directors are hopeful that all the above, coupled with continuous monitoring of inventory, receivables and overheads, would result in healthier results during the coming years.

FIXED DEPOSIT

During the year, the Company has not accepted any fxed deposits under Sections 58A and 58AA of the Companies Act, 1956.

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

The Company''s Securities continue to be listed on the Bombay Stock Exchange Limited, Mumbai and on the National Stock Exchange of India Limited, Mumbai. The Company has paid the requisite Annual Listing Fees for the year 2013-14, to the above Exchanges.

DIRECTORS

In accordance with the Company''s Articles of Association and the provisions of the Companies Act, 1956, Mr. Vijay Mukhi retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

COMMUNITY DEVELOPMENT

The Company has been promoting and supporting the activities related to community services. The Company continues to focus its efforts towards helping the underprivileged children and schools run by the various institutions of the States and the Center by donating computers and also helping the institutions with fnancial support.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company had embarked on the excellence journey with the adoption of Zenith Group Excellence Model. The Company is undergoing external assessment process for evaluation of benchmarks for improvement over the previous year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confrm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(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 fnancial year ended 31st March, 2013 and of the Loss of the Company for that year;

(3) that the Directors have taken proper and suffcient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

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 in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges.

AUDITORS

M/s. C. L. Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re- appointment.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directors place on record their appreciation of the effcient 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 specifed in the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of

Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as an Annexure 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 RAJKUMAR SARAF

14th August, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting their 32nd Annual Report and the audited Accounts for the financial year ended 31st March, 2012.

(Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2011-2012 2010-2011

Profit before Taxes 208.41 275.34

Less: Provision for Taxes 35.56 48.77

Profit after taxation available for appropriation 172.85 226.56

Add:Balance brought forward from previous year 106.23 42.14

Amount available for appropriations : 279.08 268.70

Appropriations

Proposed Dividend NIL 139.33

Tax on Proposed Dividend NIL 23.14

General Reserve NIL NIL

Balance Profit carried to the Balance Sheet 279.08 106.23

COMPANY'S ACTIVITIES

Fiscal year 2012 was a year of lower economic growth with demand for the products and services in the Information and Technology sector registering a small growth in volumes but falling prices.

DIVIDEND

Your Directors do not recommend any Dividend for the financial year ended 31st March, 2012, as the Company intends to plough back the profits.

REVIEW OF OPERATIONS

During the year under review,

- The net sales revenue at Rs. 180.44 lakhs, was lower than the previous year. However, during the year the profit before tax was Rs. 208.41 lakhs as against the previous year's Profit of Rs. 275.34 lakhs; the profits were lower due to the adverse market conditions and foreign exchange fluctuations.

- The Company continues to endeavour in maintaining customers to their utmost satisfaction levels by registering impeccable track record of quality and delivery efficiency, thereby ensuring their continued patronage for your company's products and services. '

- Further changes and improvisations are under way in the manufacturing process and these changes are in compliance with international requirements.

PROSPECTS AND OUTLOOK

- The Company's businesses of leasing/renting / hiring of computer systems to small businesses and to corporates have added a revenue stream and contributed to the company's profits.

- Your Directors endeavour is to enhance the Revenue and Profit to higher levels and for this purpose, efforts have been initiated by value addition to products, customers and markets.

- Vigorous marketing efforts and ceaseless cost reduction activities continue with more thrust and vigour to accomplish these goals.

- The efforts are being intensified to sustained leadership position by constantly upgrading the products to match advancing technology trends, maintaining the superiority in quality, and continuing the unblemished timely service support.

- Your Directors are hopeful that all the above, coupled with continuous monitoring of inventory, receivables and overheads, would result in healthier results during the coming years.

FIXED DEPOSITS

During the year, the Company has not accepted any fixed deposits under Sections 58A and 58AA of the Companies Act, 1956.

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

The Company's Securities continue to be listed on the Bombay Stock Exchange Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai. The Company has paid the requisite Annual Listing Fees for the year 2012-13, to the above Exchanges.

DIRECTORS

Mrs. Vijayrani Saraf resigned as a Director with effect from 14th August, 2012. The Board placed on record the valuable advice and contribution of Mrs. Saraf during her tenure.

In accordance with the Company's Articles of Association and the provisions of the Companies Act, 1956, Mr. Vipin Shah retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

COMMUNITY DEVELOPMENT

The Company has been promoting and supporting the activities related to community services. The Company continues to focus its efforts towards helping the underprivileged children and schools run by the various institutions of the States and the Center by donating computers and also helping the institutions with financial support.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company had embarked on the excellence journey with the adoption of Zenith Group Excellence Model. The Company is undergoing external assessment process for evaluation of benchmarks for improvement over the previous year.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(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, 2012 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and -

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

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 in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges.

AUDITORS

M/s.C.L.Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment.

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 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as an Annexure 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

RAJKUMAR SARAF

MUMBAI Chairman &

14th August, 2012 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their 30th Annual Report and the audited Accounts for the financial year ended 31st March, 2010.

(Rs. in Lakhs)

FINANCIAL HIGHLIGHTS 2009-2010 2008-2009

Profit before Taxes 246.90 147.05

Less: Provision for Taxes 41.96 38.05

Profit after taxation available for appropriation 204.94 109.00

Add:Balance brought forward from previous year 0.21 2.07

Amount available for appropriations: 205.15 111.07

Appropriations

Provision for taxation in respect of earlier years: -- (5.65)

Proposed Dividend 139.33 139.33

Tax on Proposed Dividend 23.68 23.68

General Reserve - (46.50)

Balance Profit carried to the Balance Sheet 42.14 0.21

COMPANYS ACTIVITIES

Fiscal year 2010 was a year of lower economic growth with demand for the products and services in the Information and Technology sector registering a small growth in volumes but falling prices.

DIVIDEND

Your Directors recommend payment of Dividend for the year @ 9% (Rs. 0.90 per share) in respect of the financial year ended 31st March, 2010.

REVIEW OF OPERATIONS

During the year under review,

- The net sales revenues at Rs. 27,729.18 lakhs, were lower than the previous year, due to adverse market conditions arising out of the global recession. However, during the year the profit before tax has increased to Rs. 246.90 lakhs from the previous years Profit of Rs. 147.05 lakhs due to the Companys relentless efforts in the cost reduction activities.

- The Company continues to endeavour in maintaining customers to their utmost satisfaction levels by registering impeccable track record of quality and delivery efficiency, thereby ensuring their continued patronage for your companys products and services;

- Further changes and improvisations are under way in the manufacturing process and these changes are in compliance with international requirements;

PROSPECTS AND OUTLOOK

- The Companys businesses of leasing/renting / hiring of computer systems to small businesses and to corporates have added a revenue stream and contributed to the companys profits.

- Your Directors endeavour is to enhance the Revenue and Profit to higher levels and for this purpose, efforts have been initiated by value addition to products, customers and markets.

- Vigorous marketing efforts and ceaseless cost reduction activities continue with more thrust and vigour to accomplish these goals.

- The efforts are being intensified to sustained leadership position by constantly upgrading the products to match advancing technology trends, maintaining the superiority in quality, and continuing the unblemished timely service support;

- Your Directors are hopeful that all the above, coupled with continuous monitoring of inventory, receivables and overheads, would result in healthier results during the coming years.

FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under Sections 58A and 58AA of the Companies Act, 1956.

DEMATERIALISATION OF COMPANYS SHARES

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

LISTING OF SHARES ON THE STOCK EXCHANGES

The Companys Securities continue to be listed on the Bombay Stock Exchange Limited, Mumbai and the National Stock Exchange of India Limited, Mumbai. The Company has paid the requisite Annual Listing Fees for the year 2010-11, to the above Exchanges.

DIRECTORS

In accordance with the Companys Articles of Association and the provisions of the Companies Act, 1956 Mrs. Vijayrani Saraf retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

COMMUNITY DEVELOPMENT

The Company has been promoting and supporting the activities related to community services. The Company continues to focus its efforts towards helping the underprivileged children and schools run by the various institutions of the States and the Center by donating computers and also helping the institutions with financial support.

BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company had embarked on the excellence journey with the adoption of Zenith Group Excellence Model. The Company is undergoing external assessment process for evaluation of benchmarks for improvement over the previous year.

FOREIGN CURRENCY CONVERTIBLE BONDS

The Company has issued in the year 2006-07 Foreign Currency Convertible Bonds (FCCBs) of the value of US$ 12 million. So far, no conversion has taken place. The Company has, however bought back FCCBs of the face value of US$ 2 million during the year. DIRECTORS RESPONSIBILITY STATEMENT Your Directors confirm:

(1) that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(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, 2010 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, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

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

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 the Stock Exchanges. The Report on Corporate Governance with the Auditors Report thereon, is annexed hereto in accordance with Clause 49 of the Listing Agreements with the Stock Exchanges. AUDITORS

M/s.C.L.Khanna & Company, Chartered Accountants, Mumbai, the Statutory Auditors of the Company, retire at ensuing Annual General Meeting and are eligible for re-appointment. 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 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

ENERGY, TECHNOLOGY ABSORPTION and FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo is appended hereto as an Annexure and forms part of this Report.

ACKNOWLEDGEMENTS

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

By Order of the Board

MUMBAI RAJKUMAR SARAF

29th May, 2010 Chairman &

Managing Director

 
Subscribe now to get personal finance updates in your inbox!