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 Â 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 Â 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