Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the Fifty third Annual
Report and the Company's audited financial statements for the financial
year ended March 31,2015.
1. FINANCIAL RESULTS
The Company's financial performance, for the year ended March 31,2015
is summarized below:
(Rs. in lacs)
PARTICULARS Year ended Year ended
31.03.2015 31.03.2014
Gross Income 7840.83 17196.58
Less : Excise Duty 350.86 1251.28
Net Income 7489.97 15945.30
Profit/(Loss) before Interest,
Depreciation and Taxation (5059.38) (11652.80)
Interest and Finance Expenses 919.62 2071.01
Profit/(Loss) before Depreciation
and Taxation (5979.00) (13723.81)
Depreciation 629.17 651.60
Profit/(Loss) for the Year
before Taxation (6608.17) (14375.41)
Less: Provision for Taxation :
Current Tax - -
Deferred Tax - -
Wealth Tax - 1.17
Tax in respect of earlier years - -
- 1.17
Profit for the year (PAT) (6608.17) (14376.57)
Exceptional Item (Advanced related
to discontinued project Written off.) 659.25 5602.88
Profit transferred to reserves and surplus. (7267.42) (19979.45)
2. THE RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS :
The highlights of the company's performance are as follows:
During the year under review, the net income of the Company has reduced
to Rs. 7489.97 lacs as compared to Rs. 15945.30 lacs of previous year
due to decline in sales. Loss after Tax for the financial year stood at
Rs. 7267.42 lacs as against the Loss of Rs. 19979.45 lacs of previous
year. Since the net worth of the Company has been fully eroded
resulting into negative net worth, the Company has become sick under
the provisions of Sick Industrial Companies (Special Provisions ) Act,
1985 .
3. DIVIDEND
In view of huge losses and financial crunches, your Directors have not
recommended dividend for the year ended March 31,2015.
4. EXPORT PERFORMANCE
Exports turnover reduced to Rs.1836.46 lacs for the year ended 31st
March, 2015 as compared to Rs. 5333.14 lacs of previous year.
5. LOCK - OUT AT KHOPOLI UNIT
Lock-out, declared by the management at its Khopoli unit in November,
2013 is still continuing.
6. POSSESION OF IMMOVABLE ASSETS AT KHOPOLI UNIT UNDER SECURITISATION
& RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY
INTEREST ACT, 2002. (SARFAESI).
Pursuant to Company's account becoming NPA, consortium of banks led by
State Bank of India had moved its application to District Collector
Alibaug for Physical possession of Company's immovable property at
Khpoli unit. As the same was contested by the company and Hence, matter
of physical possession of the above property is subjudice.
7. SHARE CAPITAL
The Paid up Equity Share capital as on 31/03/2015 was Rs. 13128.04
lacs. During the year under review, the company has not issued with
differential voting rights or granted stock options or issued sweat
equity.
8. VOLUNTARY DELISTING OF EQUITY SHARES FROM ONE EXCHANGE OUT OF TWO
EXCHANGES
With a view to avoid unnecessary financial and administrative burden
due to compliance and non compliance of various clauses of Listing
Agreement from time to time and payment / non payment of listing fee,
the Board has decided to delist equity shares of the company
voluntarily from the National Stock Exchange of India (NSE) and
continue its listing only with the Bombay Stock Exchange (BSE), Mumbai.
9. SUBSIDIARY COMPANY
The Accounts of the wholly owned subsidiary companies, M/s. Zenith
(USA) Inc., and M/s. Zenith Middle East FZ LLC have been received by
the Company and a statement pursuant to Section 129 of the Companies
Act, 2013, forms part of this Annual Report.
10. FIXED DEPOSITS:
(i) Details of Deposits Accepted u/s. 58A of the Companies Act, 1956.
The Company has outstanding deposits accepted u/s 58A of the Companies
Act,l956 and Rules thereunder under Companies (Acceptance of Deposits)
Rules, 1975 . Accordingly, the details relating to deposits covered
under the Companies Act,l956 are given below:
(Rs. In Lacs.)
Deposits at the beginning of the year i.e. 01.04.2014 2981.66
Deposits accepted during the year 2014-15 Nil
Deposits remained unpaid or unclaimed as at
the end of the year i.e.31.03.2015 2805.20
Whether there has been any default in repayment of deposits or payment
of interest thereon during the year 2014-15 and if so, number of such
cases and the total amount involved Â
Deposits :
(i) At the beginning of the year(as on 01.04.2014) 2981.66
(ii) Maximum during the year( 2014-15) 2981.66
(iii) At the end of the year( as on 31.03.2015) 2805.20
Interest:
(i) At the beginning of the year(as on 01.04.2014) 403.30
(ii) Maximum during the year( 2014-15) 473.00
(iii) At the end of the year( as on 31.03.2015) 701.60
(ii) Details of Deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013
The Company has not accepted any deposits under Companies (Acceptance
of Deposits) Rules, 2013. Accordingly, the details relating to
deposits, covered under Chapter V of the Companies act,20l3 are not
given. Therefore, there are no deposits which are not in compliance
with the requirements of Chapter V of the companies Act,20l3
11. Reference to Board for Industrial and Financial Reconstruction
(BIFR)
Since the net worth of the company has eroded fully and has become
negative, the company is in process of making reference under section
15 of Sick Industrial Companies (Special Provisions ) Act, 1985 to
BIFR.
12. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report. Vide Annexure- A
13. CORPORATE GOVERNANCE
Your Company will continue to strive to incorporate best of standards
for good corporate governance. As a listed Company, all required
measures are taken to comply with the agreement entered with the Stock
Exchanges. A separate report on Corporate Governance along with a
Certificate of Compliance from the Practicing Company Secretary forms
part of this report vide Annexure - B.
14. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
ii. they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for that period;
iii. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
vi. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such sys- tems were adequate
and operating effectively. Based on the framework of internal financial
controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial
audi- tors and external consultants and the reviews performed by
management and the relevant board committees, includ- ing the audit
committee, the board is of the opinion that the Company's internal
financial controls were adequate and effective during the financial
year 2014-15
15. AUDITORS
a) Statutory Auditors:
M/s Thakur Vaidyanath Aiyar &Co (ICAI Firm Registration No. 000038N),
Chartered Accountants, Mumbai were appointed as the statutory auditors
of the Company for a period of five years at the Annual General Meeting
(AGM) of the Company held on September 27, 2014.
As per provisions of Section 139(1) of the Act, their appointment for
the above tenure is subject to ratification by members at every AGM. It
is proposed to ratify the appointment of M/s. Thakur Vaidyanath Aiyar &
Co., Chartered Accountants, as Statutory Auditors of the Company from
the Conclusion of the ensuing AGM till the conclusion of the next
Annual General Meeting.
b) Internal and Management Auditors:
The Company has appointed M/s. Chokshi & Chokshi LLP Chartered
Accountants as its Internal and Management Auditors to carry out the
Internal Audit of various operational Areas of the company.
c) Cost Auditors:
The Board had appointed M/s.Y.R.Doshi & Co. Cost Accountants as the
Cost Auditor for the year ended up to 31st March 2016 at a remuneration
of Rs. 1,00,000/- subject to ratification by the members in the ensuing
Annual General Meeting.
16. Secretarial Auditors' report
Pursuant to the provision of Section 204 of the Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed M/s. Roy Jacob & Co. Company
Secretary in Practice to undertake the Secretarial Audit of the
Company. The Report of the Secretarial Audit report is annexed herewith
this report vide Annexure-C. The qualification / adverse remark in the
report of Secretarial Audit have been explained by the Board in its
Directors' Report.
17. AUDITOR'S REMARK
The Board of Director's explanation to auditor's remark is as follows:
(i) Explanation for Statutory Auditor's Remark
Sr. Statutory Auditor's Remark Directors' explanation
No.
1 With reference to Note The Company is trying for One
no. 44 regarding the non Time Settlement (OTS) with the
provision by the company banks. Hence, it is felt prudent
of the interest amounting for not providing for interest
to ` 32.70 crores on its after the accounts became NPA.
working capital facilities
from banks during the year.
Had this amount been provided
for, the loss would have been
higher by ` 32.70 crores and
Secured loans would have been
higher by an amount of ` 32.70
crores.
2 The Company has not complied On account of huge losses and
with the provisions of sections negative net worth, there was
74 or any other relevant financial crunch. Hence
provisions of the Act and i) as required u/s section 74 of
the Companies (Acceptance of the Companies Act
Deposits) Rules 2014 with 2013, the Company could not pay
regard to non-repaymen of its outstanding deposits as on
deposits and interest on due 31.03.2014, within a period of
date, maintenance of liquid one year i.e. by 31.03.2015.
assets to the extent required (ii) could not maintain liquid
as well as not fully complying assets
with the orders passed by the (iii) could not comply fully
Company Law Board. with the orders passed by the
Company Law Board u/s section
58A(9) of the Companies Act,1956
3 With reference to Note no. The Company is taking steps to
42 regarding the company not obtain balanceconfirmation from
having the balance its parties. However, it will not
confirmations for its party have any material impact on the
balances and hence our state of affairs of the
inability to state whether Company.
these balances are recoverable
/ payable to the extent
stated.
4 According to the information The Company has complied with the
and explanations given to us deposits of taxes now except the
and the records of the Tax deducted at source, Tax
Company examined by us, in collected at source, Service tax,
our opinion except for dues dividend distribution tax and
in respect of Dividend interest on dividend distribution
Distribution Tax, Tax Deducted tax
at source, Professional Tax,
Tax Collected at Source,
Service Tax and Provident Fund,
the Company is generally regular
in depositing the undisputed
statutory dues including Wealth
Tax, Excise Duty Custom Duty,
Cess and other material
statutory dues, as applicable,
with the appropriate authorities.
The following balances remain
in arrears as at the last day
of financial year for a period
exceeding six months from the
date they become payable:
Tax Deducted at Source Rs. 1846145
Profession Tax Rs. 20550
Tax Collected at Source Rs. 40763
Service Tax Rs. 158043
Provident Fund Rs. 579895
Dividend Distribution
Tax Rs. 35908091
Interest on Dividend
Distribution Tax Rs. 16158641
(ii) Explanation for Secretarial Auditor's Remark
Sr. Secretarial Auditor's Remark Directors' explanation
No.
1 Company has not filed Annual Due to lock-out at one of our
Accounts for the Financial unit at Khopoli, the relevan
ended 31st March 2014 with data required for XBRL filing of
the Registrar of Companies. Accounts could not be gathered,
hence it could not be compiled.
The Management is in the process
of getting the required
information . The accounts would
be filed very soon.
2 i) Annual Return filed with Due to administrative reason,
delay of 18 days and the same the filing was delayed
is not yet approved by MCA.
ii) Delay in filing DIR 12 in Due to administrative reason, the
respect of change in Directors filing was delayed.
beyond 30 days.
iii) Delayed in Crediting the Due to BankerÂs (where dividend
amounts to Investors (Education account was opened)
and protection) Fund. administrative problem,
there was delay.
iv) Filed Form5INV with delay Due to BankerÂs (where dividend
beyond 90 days. account was opened)
administrative problem, there was
delay.
3 Has not complied with the The management was not able to
provisions of section 149 in get right person to be appointed
respect of appointment of is woman Director. However, the
women Director during the Company has appointed woman
audit period Director on 21.04.2015
4 i) The video records as The participation of director
produced by the management through video conference was
in respect of Board meeting recorded through Laptop camera.
held on 14th June 2014 is Unfortunately, due to technical
not reviewable reason, the harddisk of laptop
got crashed. Hence, the video
could not be reviewed properly.
ii) Not complied with the On account of huge losses and
provisions of clause 38 of negative net worth, there was
the listing agreement in financial crunch. Hence,listing
respect of payment of fee could not be paid.
Listing Fees.
iii) Audited financial The meeting could not be held in
Results for the year/ time due to non-availability of
quarter ended 31st March Independent Director for
2014 was approved on convening of meeting of audit al
14/08/2014. Committee. Hence Board of
Directors could not consider
for approv
iv) Share Holding Pattern for Due to huge losses and financial
the quarter 30/09/2014 crunch, Company could not pay
submitted with a delay of 13 dues of Depositories as well as
days RTA. The benpose was not made
available. Hence there was delay .
v) Certificate under clause Due to huge losses and financial
47© of the listing agreement crunch, Company could not pay
and Reconciliation of Share dues of Depositories as well as
Capital Audit Report for the RTA. The benpose was not made
quarter ended 30/09/2014 is available. Hence there was delay
submitted on 24/11/2014.
vi) Has not complied with The meeting could not be held in
the provisions of Clause 49 time due to non-availability of
III B, in respect of meeting Independent Director for
of Audit Committee Meetings. convening of meeting of audit
Company held 4 meeting of Committee
Audit Committee, including
the 2 meetings held on 14th
August 2014 at a time gap of
1.5 hour. Further the gap
between two Audit Committee
meetings held during the
audit period elapsed for more
than 4 months
18. Directors and key managerial personnel
During the year under review, the following Directors resigned from the
office of Directorship:
(i) Shri Yashovardhan Birla, Chairman, stepped down from the Board of
the Company on August 14, 2014. He was associated with the Company for
over two decades The Board places on record its appreciation of the
invaluable contribution and guidance provided by him.
(ii) Shri Pushkar Natu resigned w.e.f. 14.08.2014
(iii) Shri Rubeen Malkani resigned w.e.f. 14.08.2014
(iv) Shri Jignesh Mehta resigned w.e.f. 14.08.2014
During the year under review, the Members approved the appointment of:
(i) Mr Ashish Mahendrakar(DIN: 03584695)as Non-Executive
Non-Independent Director (Resigned w.e.f. 12.08.2015)
(ii) Mr Satish Jadhav(DIN: 06941520) as Non-Executive,Independent
Director (Resigned w.e.f. 12.08.2015)
(iii) Mr Ameya Jagushte (DIN: 06947645) as Non-Executive,Independent
Director (Resigned w.e.f. 02.12.2014)
The following persons have been appointed as Additional Director after
the last Annual general Meeting:
(i) Mr Anirudh Waghmare (DIN: 06986239) w..e.f. 30.09.2014 who holds
office upto the date of ensuing Annual General Meeting.
(ii) Mr Ashok Saaliayan (DIN: 07031046) w.e.f. 01.12.2014. He holds
office of the Additional Director up to the ensuing Annual General
Meeting of the Company. He qualifies the criteria of Independent
directorship The Company has received notice u/s 160 of the Companies
Act,2013 from a shareholder of the company proposing his Candidature
for the office of the Director as Independent Director.
(iii) Mrs. Minal Pote(DIN: 07163539) w.e.f. 21.04.2015. She holds
office of the Additional Director up to the ensuing Annual General
Meeting of the Company. She qualifies the criteria of Independent
directorship The Company has received notice u/s 160 of the Companies
Act,2013 from a shareholder of the company proposing her Candidature
for the office of the Director as Independent Director.
(iii) Mr Harish Kori (DIN: 07139454) w.e.f. 05.08.2015. He holds office
of the Additional Director up to the ensuing Annual General Meeting of
the Company. The Company has received notice u/s 160 of the Companies
Act,2013 from a shareholder of the company proposing his Candidature
for the office of the Director .
Pursuant to the provisions of Section 203 of the Act, Mr. Pushkar Natu
was appointed as Chief Executive Officer, being Key Managerial
Personnel, w.e.f. 14.08.2014
19. Number of meetings of the board
Four meetings of the board were held during the year. For details of
the meetings of the board, please refer to the corporate governance
report, which forms part of this report.
20. Board evaluation
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49"). The performance of
the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the criteria such as the Board composition
and structure, effectiveness of board processes, information and
functioning, etc.
The performance of the committees was evaluated by the board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc. The Board and the Nomination and Remuneration Committee
("NRC") reviewed the performance of the individual directors on the
basis of the criteria such as the contribution of the individual
director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of non-executive directors. The same was discussed in the board
meeting that followed the meeting of the independent Directors, at
which the performance of the Board, its committees and individual
directors was also discussed.
21. Declaration of Independence
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed under the provisions of Companies Act, 2013 read with the
Schedules and Rules issued there under as well as Clause 49 of the
Listing Agreement.
22. Policy on directors' appointment and remuneration and other
details
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act, has been disclosed
in the corporate governance report, which forms part of the directors'
report.
23. Internal financial control systems and their adequacy
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
24. Audit committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
25. Risk management
The Board of the Company has framed the risk management policy to
implement and monitor the risk management plan for the Company. The
Board is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
The development and implementation of risk management policy has been
covered in the management discussion and analysis, which forms part of
this report.
26. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements.
27. Transactions with related parties
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section I34(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure D in Form
AOC-2 and the same forms part of this report.
28. Material Changes and Commitments occurred between the end of
financial year under review and the date on this report.
No material changes and commitments have occurred between the end of
the financial year under review and the date of this report.
29. Statement pursuant to Section 134(3)(m) of the Companies Act,2013
read with Rule 8(3) of the Companies (Accounts) Rules,2014 on
conservation of energy, technology absorption, foreign exchange
earnings & outgoings
Statements pursuant to Section I34(3)(m) of the Companies Act,20I3 read
with Rule 8(3) of the Companies (Accounts) Rules,20I4 on conservation
of energy, technology absorption, foreign exchange earnings & outgoings
are annexed as annexure "E " and forms part of this report.
30. Vigil Mechanism/Whistle Blower Policy
The Company has adopted Vigil Mechanism/Whistle Blower Policy, which
was approved by the Board of Directors of the Company. The said policy
provides a formal mechanism for all employees of the Company to
approach Chairman of the Audit Committee of the Company and make
protective disclosures about the unethical behavior, actual or
suspected fraud and violation of the Company's Code of Conduct and
Business Ethics. Under the Policy, each employee of the Company has an
assured access to the Chairman of the Audit Committee.
31. Corporate social responsibility
Since the Company does not qualify any of the criteria as laid down in
section 135(1) of the Companies Act, 2013 with regard to Corporate
Social Responsibility, provisions of section 135 are not applicable to
the Company.
32. Extract of annual return
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure F in the prescribed Form MGT-9, which forms
part of this report.
33. Material Orders Passed by the Regulators / Courts / Tribunals :
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future..
34. PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given below:
(i) The ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
As Directors are not paid any remuneration, except the sitting fees,
hence, this clause is not applicable.
(ii) The percentage increase in remuneration of each director, Chief
Executive Officer, Chief Financial Officer Company Secretary in the
financial year;
Directors*, Chief Executive Officer, % increase in the remuneration
Chief Financial Officer in the financial year
and Company Secretary
**Shri Pushkar Natu, C.E.O. -
(w.e.f. 14-08-2014)
Shri B. Girvanesh, C.F.O. Nil
Shri Vimal Prakash Dubey, Nil
Company Secretary
* Since Directors are not paid any remuneration except sitting fees,
hence, details for them are not given.
** Since this information is part of the year, the same is not
comparable.
(iii) the percentage increase in the median remuneration of employees
in the financial year: (68.41%)
(iv) the number of permanent employees on the rolls of company: 367
(v) the explanation on the relationship between average increase in
remuneration and company performance:
On an average, employees received an annual increase of 8%. The
individual increments varied from 6% to 10%, based on individual
performance.
(vi) comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
Aggregate remuneration of Key Managerial
Personnel (KMP) in FY 2014-15 Rs. In lacs 30.37
Revenue(Rs. in lacs) 7489.97
Remuneration of KMPs( as % of revenue) 0.41
Profit before Tax (PBT) ( Rs. In lacs) (6608.17)
Remuneration of KMPs( as % of PBT) Not applicable*
* Since there is loss, hence not applicable.
(vii) variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year
Particulars March 31,2015 March 31,2014 % Change
Market capitalization (in Rs.) 12,07,78,012 13,12,80,448 (8)
Price Earnings ratio (4.18) (0.06) (6866)
(viii) percentage increase over decrease in the market quotations of
the shares of the company in comparison to the rate at which the
company came out with the last public offer in case of listed
companies, and in case of unlisted companies, the variations in the net
worth of the company as at the close of the current financial year and
previous financial year;
Particulars March 31,2015 October 20, % Change
2006 (IPO)
Market Price (BSE) Rs. 0.92* 55 (98.32)
Market Price (NSE)Rs. 0.90* 55 (98.36)
* price based on number of shares including 4,24,41,904 shares issued
on various ground after the IPO .
(ix) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
The average annual increase was around 8%.
(x) comparison of the each remuneration of the Key Managerial Personnel
against the performance of the company;
Shri Pushkar Shri B. Girvanesh
M. Natu, C.E.O. C.F.O.
Remuneration in FY 2014-15 15.17 7.97
(Rs. in Lacs)
Revenue (Rs. in Lacs) 7489.97 7489.97
Remuneration as of % of 0.20 0.11
revenue
Profit Before tax (PBT) (6608.17) (6608.17)
(in Lacs)
Remuneration (as % of PBT) Not Applicable* Not Applicable*
Shri Vimal Prakash
Dubey
Company Secretary
Remuneration in FY 2014-15 7.23
(Rs. in Lacs)
Revenue (Rs. in Lacs) 7489.97
Remuneration as of % of 0.09
revenue
Profit Before tax (PBT) (6608.17)
(in Lacs)
Remuneration (as % of PBT) Not Applicable*
* Since there is loss, hence not applicable.
(xi) the key parameters for any variable component of remuneration
availed by the directors;
Since no remuneration has been paid to Directors except fee for
attending Meetings, hence not applicable.
(xii) the ratio of the remuneration of the highest paid director to
that of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year;
Since no remuneration has been paid to Directors except fee for
attending Meetings, hence not applicable.
(xiii) affirmation that the remuneration is as per the remuneration
policy of the company
The Company affirms that the remuneration is as per the remuneration
policy of the Company.
(xiv) As none of the employees is drawing remuneration not less than
Rs. 60 lacs p.a. or Rs. 5 lacs p.m., if employed for the part of the
year. Hence, the statement containing particulars of employees as
required under Section 197(12) of the Act read with rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not applicable.
35. Disclosure pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
As per the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has
constituted Committees in the name of "Internal Complaints Committee"
for the Registered Office & Units of the Company. During the Financial
Year 2014-15, there were no cases filed under the said Act
36. PERSONNEL
Your Directors also wish to place on record their deep sense of
appreciation to the contribution made by the employees at all levels
who, through their competence, diligence, solidarity, co-operation and
support, have enabled the Company to achieve the desired results during
the year.
37. ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institution,
banks, Government authorities, customers, vendors and members during
the year under review.
For and on behalf of the Board
Place: Mumbai Ashok Saaliyan Harish Kori
Date: 14.08.2015 Director Director
(DIN: 07031046) (DIN: 07139454)
Mar 31, 2014
To the Members,
The Directors have pleasure in presenting the Fifty Second Annual
Report together with the Audited Statements of Accounts of your Company
for the year ended 31st March, 2014.
1. FINANCIAL RESULTS
( in lacs)
PARTICULARS Year ended Year ended
31.03.2014 31.03.2013
Gross Income 17196.58 31606.55
Less : Excise Duty 1251.28 2346.63
Net Income 15945.30 29259.92
Profit/(Loss) before Interest, Depreciation -11652.80 -412.18
and Taxation
Interest and Finance Expenses -2071.01 -3504.57
Profit/(Loss) before Depreciation and Taxation -13723.81 -3916.75
Depreciation -651.60 -548.83
Profit/(Loss) for the Year before Taxation -14375.41 -4465.58
Less: Provision for Taxation :
Current Tax - -
Deferred Tax - -
Wealth Tax 1.17 0.68
Tax in respect of earlier years - 2.88
1.17 3.56
Profit for the year (PAT) -14376.57 -4469.14
Exceptional Item (Advanced relatied to 5602.88 -
discontinued project written
off)
Profit transferred to Reserves & Surplus -19979.45 -4469.14
2. FINANCIAL HIGHLIGHTS
During the year under review, the net income of the Company has reduced
to Rs. 15945.30 lacs as compared to Rs. 29259.92 lacs of previous year due
to decline in sales. Loss after Tax for the financial year stood at Rs.
19979.45 lacs as against the Loss of Rs. 4469.14 lacs of previous year.
3. DIVIDEND
Your Directors have not recommended dividend for the year ended March
31,2014 considering the fund requirement for future business expansion.
4. EXPORT PERFORMANCE
Exports turnover has increased to Rs. 5,333.14 lacs for the year ended
31st March, 2014 as compared to Rs. 3,591.93 lacs of previous year.
5. LOCK-OUT AT KHOPOLI UNIT
On account of heavy losses incurred by way of loss of business due to
global show down and anti dumping investigation and financial crunch,
the management has declared lockout at its Khopoli unit in November,
2013.
6. NOTICE UNDER SECURITISATION & RECONSTRUTION OF FINANCIAL ASSETS AND
ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI)
Consortium of banks led by State Bank of India has taken action under
Securitisation & Reconstruction of Financial Assets and Enforcement of
Security Interest Act, 2002 in Febuary 2014 and called upon the company
to repay the amount of Rs. 193.19 crores towards the dues. Thereafter,
the consortium of banks have taken symbolic possession on 29.05.2014 of
the immovable assets at the Khopoli unit.
7. SUBSIDIARY COMPANY
During the year M/s Zenith Middle East FZE, wholly owned Subsidiary has
been closed. A new wholly owned subsidiary, namely Zenith Middle East
LLC has been incorporated on 27.11.2013 in Fujairah, UAE
The Accounts of the wholly owned subsidiary companies, M/s. Zenith
(USA) Inc., and M/s. Zenith Middle East LLC have been received by the
Company and a statement pursuant to Section 212 of the Companies Act,
1956, forms part of this Annual Report.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2/2011 dated February 8, 2011, has granted a general
exemption from compliance with section 212 of the Companies Act, 1956,
subject to fulfillment of conditions stipulated in the circular. The
Company has satisfied the conditions stipulated in the circular and
hence is entitled to the exemption. The financial data of the
subsidiaries have been furnished under Annexure I to the Consolidated
notes'' forming part of the Annual Report. Consolidated Financial
Statements of the Company and its subsidiaries for the year ended March
31,2014, together with reports of Auditors thereon and the statement
pursuant to Section 212 of the Companies Act, 1956, form part of the
Annual Report. The Annual Accounts and the related detailed information
of subsidiary companies will be made available to the Members of the
Company and subsidiary companies seeking such information at any point
of time. The Annual Accounts of the subsidiary companies will also be
available for inspection by any member at the registered/head office of
the Company and that of the subsidiary concerned.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is appended to
this report.
9. CORPORATE GOVERNANCE
Your Company will continue to strive to incorporate best of standards
for good corporate governance. As a listed Company, all required
measures are taken to comply with the agreement entered with the Stock
Exchanges. A separate report on Corporate Governance along with a
Certificate of Compliance from the Auditors forms part of this report.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956 with respect to the Directors'' Responsibility Statement, the
Directors, based on the representations received from the statutory
auditors of the Company, confirm that:
1. In the preparation of annual accounts, applicable Accounting
Standards have been followed along with proper explanation relating to
material departures.
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of financial year and of the profit or loss of
the Company for that period.
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud & other irregularities.
4. They have prepared the Annual Accounts on a ''going concern'' basis.
12. DIRECTORS
Appointment:
During the financial year 2013-14 following Directors were appointed:
Mr. Pushkar Natu w.e.f 24.07.2013, Mr Jignesh Mehta w.e.f. 14.08.2013
and Mr. Rubin Malkani w.e.f 28.11.2013
The Board has also appointed
(i) Mr. Ashish Mahendrakar as an Additional Director w.e.f. 14.08.2014
.He holds office of the Additional Director up to
the ensuing Annual General Meeting of the Company. The Company has
received notice from a shareholder of the company proposing the
Candidature of Mr. Ashish Mahendrakar for the office of the Director.
(ii) Mr. Satish Vasant Jadhav as an Additional Director w.e.f.
14.08.2014. He holds office of the Additional Director upto the ensuing
Annual General Meeting of the Company. The Company has received notice
u/s160 of the Companies Act, 2013 from a shareholder of the company
proposing the Candidature of Mr. Satish Vasant Jadhav for the office of
the Independent Director. As per the provisions of the Companies Act,
2013, the independent directors are required to be appointed by
shareholders and for a term upto five consecutive years and he shall
not be liable to retire by rotation. Accordingly it is proposed to
appont him as Independent Director for a term of five consecutive years
from the ensuing Annual general Meeting.
(iii) Mr. Ameya Subhash Jagushte as an Additional Director w.e.f.
14.08.2014. He holds office of the Additional Director upto the ensuing
Annual General Meeting of the Company. The Company has received notice
u/s160 of the companies Act, 2013 from a shareholder of the company
proposing the Candidature of Mr. Ameya Subhash Jagushte for the office
of the Independent Director. As per the provisions of the Companies
Act, 2013, the independent directors are required to be appointed by
shareholders and for a term upto five consecutive years and he shall
not be liable to retire by rotation. Accordingly it is proposed to
appoint him as Independent Director for a term of five consecutive
years from the ensuing Annual general Meeting.
Resignations:
Mr. Yashovardhan Birla, Mr. Pushkar Natu, Mr. Jignesh Mehta and Mr.
Rubin Malkani have resigned on 14.08.2014.
13. KEY MANAGERIAL PERSONNEL
Mr. B. Girvanesh has been appointed as Chief Financial Officer w.e.f.
14.02.2014 Mr. Pushkar Natu has been appointed as Chief Executive
Officer w.e.f. 14.08.2014
14. FIXED DEPOSITS
During the year under review, the Company has not invited fresh Fixed
Deposits from its shareholders and general public. As on 31st March,
2014, the Company has fixed deposit of Rs. 3018.15 lacs.
The total number of depositors of the Company whose deposits have not
been paid by the Company after the date on which the deposit became due
for repayment : 4470.
The total amount due to depositors and remaining unpaid: Rs. 2237.19
lacs.
15. AUDITORS
a) Statutory Auditors:
The present tenure of M/s. Thakur Vaidyanath Aiyar & Co., Chartered
Accountants, the Statutory Auditors of the Company is expiring at the
conclusion of the ensuing Annual General Meeting.They are proposed to
be re-appointed as Statutory Auditors of the Company from the
Conclusion of the ensuing 52nd Annual General Meeting till the
conclusion of the 57th Annual General Meeting of the Company, subject
to the ratification of the appointment by the shareholders at every AGM
held after the ensuing AGM in accordance with the provisions of section
139(2) of the Companies Act, 2013 and rules made there under.
As per the provisions of Section 139 of the Companies Act, 2013, the
Company has obtained a written consent from M/s. Thakur Vaidyanath
Aiyar & Co, to such appointment and also a certificate to the effect
that their appointment, if made, would be in accordance with Section
139(1) of the Companies Act, 2013 and the rules made there under and
they satisfy the criteria as stipulated under the provisions of Section
141 of the Companies Act, 2013. The Audit Committee and Board have
reviewed their eligibility crtiteria, as laid doen under Section 141 of
the Companies Act, 2013 and recommended their appointment as Statutory
Auditors for the aforesaid period.
b) Internal Auditors:
The Company has appointed M/s. Samria & Co. Chartered Accountants as
its Internal Auditors to carry out the Internal Audit of various
operational Areas of the company.
c) Cost Auditors:
The Board of Directors at their Meeting held on 14th August, 2014,
appointed M/s.Y. R. Doshi & Co. Cost Accountants as the Cost Auditor of
the Company to conduct the audit of the Cost accounts maintained by the
Company for the financial year 2014-15.
d) Secretarial Auditors :
As per provisions of Section 204 of the Companies Act, 2013 and rules
made thereunder, the Company is required to appoint Secretarial Auditor
to carry out Secretarial Audit of the Company. The Company has
appointed M/s. Ragini Chokshi & Associates, Practising Company
Secretaries as Secretarial Auditors of the Company for the F. Y
2014-15.
16. PARTICULARS OF EMPLOYEES
As required under Section 217 (2A) of the Companies Act 1956 read with
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees receiving remuneration above the prescribed
limit are set out in the annexure appended to this report.
17. PERSONNEL
Your Directors place on record their appreciation to the contribution
made by the employees at all levels who, through their competence,
diligence, solidarity, co-operation and support, have enabled the
Company to achieve the desired results during the year.
18. ACKNOWLEDGEMENTS
During the financial year under review Industrial Relations continued
to remain cordial except lockout. Your Directors wish to place on
record their sincere thanks to the continuing commitment and dedication
of employees at all levels. The Board of Directors would also like to
express their gratitude for the continued support of all the
stakeholders such as Banks, Financial Institutions, various State and
Central Governmental Authorities, Customers, Vendors and last but not
least our valued Shareholders, who have been supporting the management
for all these years.
For and on behalf of the Board
Place : Mumbai Ashish Mahendrakar Satish Jadhav
Date : 14.08.2014 Director Director
Mar 31, 2012
The Directors have pleasure in presenting the Fiftieth Annual Report
together with the Audited Statements of Accounts of your Company for
the year ended 3Ist March, 20I2.
1. FINANCIAL RESULTS
(Rs. in lacs)
PARTICULARS Year ended Year ended
31.03.2012 3I.03.20II
Gross Income 52776.26 55036.98
Less : Excise Duty 4354.43 3958.46
Net Income 48421.83 5I078.52
Profit/(Loss) before Interest,
Depreciation and Taxation 3936.55 437I.94
Interest and Finance Expenses 3164.36 2382.27
Profit/(Loss) before Depreciation
and Taxation 772.19 I989.67
Depreciation 508.17 473.06
Profit/(Loss) for the Year
before Taxation 264.02 I5I6.6I
Less: Provision for Taxation
Current Tax 50.00 502.74
Deferred Tax 59.53 (I4.58)
Wealth Tax 0.78 I.02
Tax in respect of earlier years - (60.99)
110.31 428.I9
Profit for the year (PAT) 153.71 I088.42
2. FINANCIAL HIGHLIGHTS
During the year under review, the net income of the Company has reduced
to Rs. 48421.83 lacs as compared to Rs. 51078.52 lacs of previous year
due to decline in sales. Profit after Tax for the financial year stood
at Rs. 153.71 lacs as against Rs. 1088.42 lacs of previous year.
3. DIVIDEND
Your directors have not recommended dividend for the year ended 3Ist
March, 20I2 considering the fund requirement for future business
expansion.
4. EXPORT PERFORMANCE
Exports turnover reduced to Rs. 15188.01 lacs for the year ended 3Ist
March, 2012 as compared to Rs. 25080.39 lacs of previous year.
5. EXPANSION PROJECT
Your Company is setting up Saw Mill (Spiral Mill) project and also
contemplating expansion in its existing ERW pipe range for bigger
diameter pipes at such location as may be decided by Board.
6. SUBSIDIARY COMPANY
The Accounts of the wholly owned subsidiary companies, M/s. Zenith
(USA) Inc., and M/s. Zenith Middle East FZE have been received by the
Company and a statement pursuant to Section 212 of the Companies Act,
I956, forms part of this Annual Report.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2/2011 dated 8th February, 2011, has granted a general
exemption from compliance with section 212 of the Companies Act, I956,
subject to fulfillment of conditions stipulated in the circular. The
Company has satisfied the conditions stipulated in the circular and
hence is entitled to the exemption. The financial data of the
subsidiaries have been furnished under 'Annexure I to the
Consolidated notes' to financial statement forming part of the Annual
Report. Consolidated Financial Statements of the Company and its
subsidiaries for the year ended 31st March, 2012, together with reports
of Auditors thereon and the statement pursuant to Section 212 of the
Companies Act, 1956, form part of the Annual Report. The Annual
Accounts and the related detailed information of subsidiary companies
will be made available to the Members of the Company and subsidiary
companies seeking such information at any point of time. The Annual
Accounts of the subsidiary companies will also be available for
inspection by any member at the registered/head office of the Company
and that of the subsidiary concerned.
7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is appended to
this report.
8. CORPORATE GOVERNANCE
Your Company will continue to strive to incorporate best of standards
for good corporate governance. As a listed Company, all required
measures are taken to comply with the agreement entered with the Stock
Exchanges. A separate report on Corporate Governance along with a
Certificate of Compliance from the Auditors forms part of this report.
9. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, I956 with respect to the Directors' Responsibility Statement,
the Directors, based on the representations received from the statutory
auditors of the Company, confirm that:
1. In the preparation of annual accounts, applicable Accounting
Standards have been followed along with proper explanation relating to
material departures.
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of financial year and of the profit or loss of
the Company for that period.
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act, I956 for safeguarding the assets of the Company and for
preventing and detecting fraud & other irregularities.
4. They have prepared the Annual Accounts on a 'going concern'
basis.
10. COST AUDIT
As per the Order of the Central Government and in pursuance of section
233B of the Companies Act, 1956, your Company carries out an audit of
its cost records.
The Ministry of Corporate Affairs (MCA) has introduced The Companies
(Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E)
dated 3rd June, 2011. These rules make it mandatory for industries to
appoint a Cost Auditor within 90 days of the commencement of the
financial year.
Based on the Audit Committee recommendations at its meeting held on
25th May, 2012, the Board has approved the appointment of M/S Y R.
Doshi & Co., Cost Accountants as Cost Auditors for conducting Cost
Audit for the Financial Year 2012-13, subject to approval of the
Central Government.
The cost audit report for financial year end 31st March, 2012 will be
filed with Central Government in due course.
-THE YASH BIRLA GROUP
11. AUDITOR'S REMARK
The Board of Directors' explanation to auditor's remark is as
follows:
Auditor's Remark Director's explanation
In respect of compliance by the Company with the provisions The Company
had changed its Registrar to the Fixed Deposit of Sections 58A and 58AA
or any other relevant provisions scheme from Link In time India Private
Limited (Link In time) of the Act and the Companies (Acceptance of
Deposits) to Adroit Corporate Services Private Limited (Adroit) in the
Rules, 1975, with regard to the deposits accepted from the month of
January 2012. The Company thought it prudent public, we have to state
that there has been a small delay in to change the Registrar due to
better services and upgraded issue of Fixed Deposit Receipts to the
extent of Rs. 78.16 soft wear used by Adroit as compared to Link In time.
As lacs during January and February 2012 consequent to the adroit had
to setup the Fixed Deposit system post shifting change in the Registrar
of the Company. of the records from Link In time, there had been a small
delay in issue of Fixed Deposit Receipt.
12. DIRECTORS
In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Shri D. V. Kapur and Shri A.P Kurias,
Directors of the Company retires by rotation at the forthcoming Annual
General Meeting and is eligible for re-appointment.
13. FIXED DEPOSITS
During the year under review, the Company has invited fresh Fixed
Deposits from its shareholders and general public. As on 3Ist March,
2012, the Company has fixed deposit of Rs. 3319.84 Lacs. There are no
un-paid deposits (other than un-claimed), payable as of 3Ist March,
2012. Also, there is no default in payment of interest and repayment of
matured deposits.
14. AUDITORS
M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, who were
appointed as the Statutory Auditors of the Company by the Members at
their previous AGM, shall be retiring on conclusion of the forthcoming
AGM and are eligible for re-appointment. Members are requested to
consider their re-appointment from the conclusion of forthcoming AGM
up to the conclusion of AGM for the financial year 2012-13 at a
remuneration to be decided by the Board of Directors or Committee
thereof. The Company has received confirmation from M/s. Thakur,
Vaidyanath Aiyar & Co., to the effect that their appointment, if made,
will be within the limits of Section 224(IB) of the Companies Act,
I956.
15. PARTICULARS OF EMPLOYEES
As required under Section 217 (2A) of the Companies Act, 1956 read with
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees receiving remuneration above the prescribed
limit are set out in the annexure appended to this report.
16. PERSONNEL
Your Directors place on record their appreciation to the contribution
made by the employees at all levels who, through their competence,
diligence, solidarity, co-operation and support, have enabled the
Company to achieve the desired results during the year.
17. ACKNOWLEDGEMENTS
During the financial year under review Industrial Relations continued
to remain cordial. Your Directors wish to place on record their sincere
thanks to the continuing commitment and dedication of employees at all
levels. The Board of Directors would also like to express their
gratitude for the continued support of all the stakeholders such as
Banks, Financial Institutions, various State and Central Governmental
Authorities, Customers, Vendors and last but not least our valued
Shareholders, who have been supporting the management for all these
years.
For and on behalf of the Board
Place: Mumbai Yashovardhan Birla
Date: 13th August, 20I2 Chairman
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting the Forty Ninth Annual
Report together with the Audited Statements of Accounts of your Company
for the year ended 31st March, 2011.
1. FINANCIAL RESULTS
(Rs. in lacs)
Year ended Year ended
PARTICULARS
31.03.2011 31.03.2010
Gross Income 55036.98 52862.15
Less : Excise Duty 3958.46 2376.78
Net Income 51078.52 50485.37
Profit/(Loss) before Interest, 4374.16 4422.97
Depreciation and Taxation
Interest and Finance Expenses 2382.27 1900.30
Profit/(Loss) before Depreciation 1991.89 2522.67
and Taxation
Depreciation 473.06 526.04
Profit/(Loss) for the Year before 1518.83 1996.63
Taxation
Less: Provision for Taxation :
Current Tax 502.74 613.70
Deferred Tax (14.58) 204.60
Wealth Tax 1.02 1.32
Profit for the Year 1029.65 1177.01
Expenses in respect of earlier years (2.22) --
Excess/(Short) provision of Current 60.99 18.85
tax for prior period
Profit After Tax (after prior period 60.99 18.85
adjustments)
Balance of Profit & Loss Account as per 1088.42 1195.86
last year account
Less:
Net surplus for the year ended 31st
March 2011,transferred to Birla Precision
Technologies Limited on account of Demerger - (375.57)
of Tool Division
Adjusted on account of demerger of Tool
Division as per the Scheme of Arrangement - (2068.55)
Difference in the book value of assets
transferred on account of amalgamation of
Tungbhadra Holdings Pvt. Ltd. as per the
Scheme of Arrangement - (494.71)
Net Deficit for the year ended 31st March
2009, transferred on account of
amalgamation of Tungbhadra Holdings Pvt.
Ltd. as per Scheme of Arrangement - (27.20)
2345.88 3868.23
Appropriation:
Transferred to General Reserve - 89.69
Proposed Equity Dividend - 2162.00
Tax on Proposed Equity Dividend - 359.08
Balance carried to Balance Sheet 2345.88 1257.46
2345.88 3868.23
2. DIVIDEND
Due to expansion programme, the management decided to conserve the
surplus funds accrued to the Company during the financial year 2010 -
11. These funds will be utilized towards part-funding the proposed
expansions projects. Hence, Board of Directors decided not to recommend
the dividend to the shareholders.
3. FINANCIAL HIGHLIGHTS
During the year under review, the net income of the Company has
increased to Rs. 51078.52 lacs as compared to Rs. 50485.37 lacs of
previous year. Profit after Ta x for the financial year stood at Rs.
1088.42 lacs as against Rs. 1195.86 lacs of previous year.
4. ISSUE OF BONUS SHARES
The Company has during the year issued 21,620,529 Bonus Shares in the
proportion of ONE new fully paid equity share of Re. 10/- each for
every FIVE equity shares of Re. 10/- each held in the Company as on the
Record Date (i.e. 12th August 2010). The said equity shares have been
listed with Bombay Stock Exchange Limited and National Stock Exchange
Limited w.e.f. 24th August 2010.
5. ISSUE OF CONVERTIBLE EQUITY SHARE WARRANTS
On 10th January, 2011 your Company has allotted 1,08,10,000 Convertible
Equity Share Warrants to the Promoter Group at an issue price of Rs.
21.40/- each aggregating to Rs. 23,13,34,000 determined in accordance
to the SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2009. Further, on 25th March, 2011, 15,60,000 warrants has been
converted into equity shares. As on 31st March 2011, 92,50,000
Convertible Equity Share Warrants remain outstanding.
6. EXPORT PERFORMANCE
Exports turnover increased to Rs. 25080.39 lacs for the year ended 31st
March, 2011 as compared to Rs. 19822.03 lacs of previous year.
7. EXPANSION PROJECT
Your Company is setting up Saw Mill (Spiral Mill) Project and also
contemplating expansion in its existing ERW pipe range for bigger
diameter pipes.
8. SUBSIDIARY COMPANY
The Accounts of the wholly owned subsidiary companies, M/s. Zenith
(USA) Inc., and M/s. Zenith Middle East FZE have been received by the
Company and a statement pursuant to Section 212 of the Companies Act,
1956, forms part of this Annual Report.
PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT
The Ministry of Corporate Affairs, Government of India, vide General
Circular No. 2/2011 dated February 8, 2011, has granted a general
exemption from compliance with section 212 of the Companies Act, 1956,
subject to fulfillment of conditions stipulated in the circular. The
Company has satisfied the conditions stipulated in the circular and
hence is entitled to the exemption. The financial data of the
subsidiaries have been furnished under ÃAnnexure I to the Consolidated
Notesà forming part of the Annual Report. Consolidated Financial
Statements of the Company and its subsidiaries for the year ended March
31, 2011, together with reports of Auditors thereon and the statement
pursuant to Section 212 of the Companies Act, 1956, form part of the
Annual Report. The Annual Accounts and the related detailed information
of subsidiary companies will be made available to the Members of the
Company and subsidiary companies seeking such information at any point
of time. The Annual Accounts of the subsidiary companies will also be
available for inspection by any member at the registered/head office of
the Company and that of the subsidiary concerned.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement with the Stock
Exchanges, the Management Discussion and Analysis Report is appended to
this report.
10. CORPORATE GOVERNANCE
Your Company will continue to strive to incorporate best of standards
for good corporate governance. As a listed company, all required
measures are taken to comply with the agreement entered with the Stock
Exchanges. A separate report on Corporate Governance along with a
Certificate of Compliance from the Auditors forms part of this report.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act 1956, with respect to the Directorsà Responsibility Statement, the
Directors, based on the representations received from the statutory
auditors of the Company, confirm that:
1. In the preparation of annual accounts, applicable Accounting
Standards have been followed along with proper explanation relating to
material departures.
2. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of financial year and of the profit or loss of
the Company for that period.
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the
Companies Act 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud & other irregularities.
4. They have prepared the Annual Accounts on a Ãgoing concernà basis.
12. COST AUDIT
The report of Cost Auditors in respect of audit of the cost records of
the Pipes Division of the Company for the year ended 31st March 2011
will be submitted to the Central Government in due course.
13. AUDITORS REMARKS
The Notes to the Accounts and the remarks referred to in the AuditorsÃ
Report are self-explanatory and therefore do not call for any further
comments.
The Board of Directors explanation to the Auditors
qualification/adverse remarks is as follows:
Sl. Auditors Qualification Directors Explanation
No.
1. The Company is maintaining proper The Company is in process
records showing particulars inclu of updating the fixed ass
ding quantitative details and sit ets records of Tarapur and
uation of fixed assets. However, Murbaqd Division and will
in respect of the CompanyÃs Divis compelete the same at the
ions at Tarapur and Murbad, the earliest.
fixed asset records are in the
process of being updated.
2. The fixed assets are physically The Company is in process
verified by the management accord of updating the fixed ass
ing to a phased programme designed est records of Tarapur and
to cover all the items over a peri Murbad Division and will
od of three years, which in our op compelete the same at the
inion, is reasonable having regard earlist.
to the size of the Company and the
nature of its assets. Pursuant to
the programme, a portion of the
fixed assets has been physically
verified by the management during
the year and no material discrepan
cies between the book records and
the physical inventory has been no
ticed, except in the case of the
Company's Divisions at Tarapur and
Murbad, where the comparisons will
be made once the records are compl
eted.
14. DIRECTORS
In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Shri. P.V.R. Murthy Director of the
Company retires by rotation at the forthcoming Annual General Meeting
and is eligible for re-appointment. Shri Anirudha Barwe, a director of
the Company expired on 5th October, 2010. The Board expressed a deep
sorrow with profound grief on death of Shri Anirudha Barwe. In his
place, Shri Anoj Menon has been appointed as addiftional director with
effect from 13th November, 2010.
15. FIXED DEPOSITS
During the year under review, the Company has invited fresh Fixed
Deposits from its shareholders and general public. As on 31st March,
2011, the Company has fixed deposit of Rs. 3464.17 Lacs. There are no
un-paid deposits (other than un-claimed), payable as of 31st March
2011. Also, there is no default in payment of interest and repayment of
matured deposits.
16. AUDITORS
M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, who were
appointed as the Statutory Auditors of the Company by the Members at
their previous AGM, shall be retiring on conclusion of the forthcoming
AGM and are eligible for re-appointment. Members are requested to
consider their re-appointment from the conclusion of forthcoming AGM
upto the conclusion of AGM for the financial year 2011-12 at a
remuneration to be decided by the Board of Directors or Committee
thereof. The Company has received confirmation from M/s. Thakur
Vaidyanath Aiyar & Co., to the effect that their appointment, if made,
will be within the limits of Section 224(1B) of the Companies Act,
1956.
17. PARTICULARS OF EMPLOYEES
As required under Section 217 (2A) of the Companies Act 1956 read with
Companies (Particulars of Employees) Rules, 1975, the names and other
particulars of employees receiving remuneration above the prescribed
limit are set out in the annexure appended to this report.
18. PERSONNEL
Your Directors place on record their appreciation to the contribution
made by the employees at all levels who, through their competence,
diligence, solidarity, co-operation and support, have enabled the
Company to achieve the desired results during the year.
19. ACKNOWLEDGEMENTS
During the financial year under review Industrial Relations continued
to remain cordial. Your Directors wish to place on record their sincere
thanks to the continuing commitment and dedication of employees at all
levels. The Board of Directors would also like to express their
gratitude for the continued support of all the stakeholders such as
Banks, Financial Institutions, various State and Central Governmental
Authorities, Customers, Vendors and last but not least our valued
Shareholders, who have been supporting the management for all these
years.
For and on behalf of the Board
Yashovardhan Birla
Chairman
Place: Mumbai
Date: 11.08.2011
Mar 31, 2010
The Directors have pleasure in presenting the Forty Eighth Annual
Report together with the Audited Statements of Accounts of your Company
for the year ended 31st March, 2010. The year 2010 marks the Golden
Jubilee Year of the Company.
I. FINANCIAL RESULTS
(Rs. in lacs)
PARTICULARS Year ended Year ended
31.03.2010 31.03.2009
Gross Income 52862.15 64004.00
Less: Excise Duty 2376.78 4469.86
Net Income 50485.37 59534.14
Profit/(Loss) before Interest, Depreciation
and Taxation 4422.97 4758.46
Interest and Finance Expenses 1900.30 2179.96
Profit/(Loss) before Depreciation and Taxation 2522.67 2578.50
Depreciation 526.04 501.46
Profit/(Loss) for the Year before Taxation 1996.63 2077.04
Less: Provision for Taxation :
Current Tax 613.70 235.33
Deferred Tax 204.60 275.78
Wealth Tax 1.32 0.77
Fringe Benefit tax -- 18.90
Profit After Tax (PAT) 1177.01 1546.26
Expenses in respect of earlier years -- (0-48)
Excess/(Short) provision of Current Tax for
prior period 18.85 (8.30)
Profit After Tax (after prior period
adjustments) 1195.86 1537.48
Balance of Profit & Loss Account as per last
account 5638.40 4382.22
Less:
Net surplus for the year ended 31st March,
2009, transferred to Birla Precision
Technologies Limited on account of demerger
of Tool Division (375.57) -
Adjusted on account of demerger of Tool
Division as per the Scheme of
Arrangement approved (2068.55) -
Difference in the book value of assets
transferred on account of amalgamation
of Tungabhadra Holdings Pvt Ltd as per the
Scheme of Arrangement (494.71) -
Net Deficit for the year ended 31st March,
2009, transferred on account of amalgamation
of Tungabhadra Holdings Pvt Ltd as per Scheme
of Arrangement (27.20) -
3868.23 5919.70
Appropriation:
Transferred to General Reserve 89.69 -
Proposed Equity Dividend 2162.00 240.44
Tax on Proposed Equity Dividend 359.08 40.86
Balance carried to Balance Sheet 1257.46 5638.40
3868.23 5919.70
2. SCHEME OF ARRANGEMENT
The Scheme of Arrangement between the Company, Birla Precision
Technologies Ltd, Tungabhadra Holdings Private Limited and their
respective shareholders has been sanctioned by the Honble High Court
of Bombay on 8th January, 2010. According to the Scheme, the Tooling
Business of the Company has been demerged from the Company and merged
with Birla Precision Technologies Ltd. Further, Tungabhadra Holdings
Private Limited has been amalgamated with the Company.
In consideration of the transfer and vesting of the undertakings of
Tungabhadra Holdings Private Limited in the Company, the Company has
allotted 1,36,70,315 equity of Rs. 10/- each to the shareholders of
Tungabhadra Holdings Private Limited in the ratio of 19 (nineteen)
equity share of the face value of Rs. 10/- each of the Company for
every 7 (seven) equity shares of the face value of Rs. 10/- each held
in Tungabhadra Holdings Private Limited.
Birla Precision Technologies Limited in consideration for the transfer
of and vesting of the assets and liabilities of the Tooling Business of
Company, has allotted to the members of the Company, 2 (Two) Equity
share of the face value of Rs. 21- each credited as fully paid up of
Birla Precision Technologies Limited, for every 5 (five) Equity shares
of the face value of Rs. 10/- each credited as fully paid up held in
the Company.
3. DIVIDEND
Your Directors have pleasure in recommending a dividend of Rs.2/-per
share, which includes Rs. 1.40 per share as special dividend, for
commemorating the Companys Golden Jubilee Year. The total dividend for
the year on the expanded Share Capital of the Company, as on date,
amounts to Rs.2162.00 lacs.
4. FINANCIAL HIGHLIGHTS
During the year under review, the net income of the Company has
decreased to Rs. 50485.37 lacs as compared to Rs. 59534.14 lacs of
previous year Profit after Tax (after prior period adjustments) for the
financial year stood at Rs. 1195.86 lacs as against Rs. 1537.48 lacs
of previous year.
The decrease in net income and profit of the Company during the year
under review was mainly due to the demerger of Tooling Business of the
Company.
5. ISSUE OF GLOBAL DEPOSITORY RECEIPTS
The Company has allotted 18,11,902 Global Depository Receipts on 28th
May, 2010 representing 54,357,060 underlying Equity Shares of Rs. 10/-
each (offering at Rs 19.10 each) at an offer price of USD 12.69 per
Global Depositary Receipt aggregating to USD 23 million equivalent to
Rs. 103.82 crores.
6. BONUS ISSUE
The Board of Directors in their meeting held on 24th June, 2010 has
recommended a bonus issue of 1:5, i.e. one equity share of face value
of Rs. 10/- each for every five equity share of face value of Rs. 10/-
each held in the Company. The bonus issue is subject to approval of the
shareholders in the ensuing Annual General Meeting.
7. EXPORT PERFORMANCE
Exports turnover stood at Rs. 19822.03 lacs for the year ended 31st
March, 2010 as compared to Rs. 25166.99 lacs of previous year.
8. SUBSIDIARY COMPANY
The Accounts for the wholly owned Subsidiary Companies, M/s. Zenith
(USA) Inc., and M/s. Zenith Middle East FZE have been received by the
Company and a statement pursuant to Section 212 of the Companies Act,
1956, forms part of this Annual Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of clause 49 of the Listing Agreement entered with the Stock
Exchanges, the Management Discussion and Analysis Report is appended to
this report.
10. CORPORATE GOVERNANCE
Your Company will continue to strive to incorporate best of standards
for good corporate governance. As a listed company, all required
measures are taken to comply with the agreement entered with the Stock
Exchanges. A separate report on Corporate Governance along with a
Certificate of Compliance from the Auditors forms part of this report.
11. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act 1956, the Directors
of the Company confirm that:-
1. In the preparation of annual accounts, applicable Accounting
Standards have been followed.
2. The Directors had selected such accounting polices 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 financial period and of the profit or loss
for the period.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud & other
irregularities.
4. . The Directors have prepared Annual Accounts on a going concern
basis.
12. COST AUDIT
The report of Cost Auditors in respect of audit of the cost records of
the Pipes Division of the Company for the year ended 31 st March 2010
will be submitted to the Central Government in due course.
13. AUDITORS REMARKS
The Notes to the Accounts are self-explanatory and therefore do not
call for any further comments.
The Board of Directors explanation to the Auditors
qualification/adverse remarks is as follows:
S. Auditors qualification Directors explanation
1. The Company is maintaining proper Tarapur and Murbad divisions
records showing particulars including pertains to erstwhile M/s.
quantitative details and situation of Tungabhadra Holdings Private
fixed assets, However, in respect of Limited which has been
the Companys Tungabhadra Divisions at amalgamated withthe Company
Tarapur and Murbad, the fixedhash asset during the year under review.
records are in the process of The Company is in the process
being updated. of updating the fixed assets
records of Tarapur and Murbad
division and will complete the
same at the earliest.
2. The fixed assets are physically
verified by the management according Tarapur and Murbad division
to a phased programmedesigned to cover pertains to erstwhile M/s.
all the items over a period of three Tungabhadra Holdings Private
years, which in our opinion, is Limited which has been
reasonable having regard to the amalgamated with the Company
size of the Company and the nature of during the year under review.
its assets. Pursuant to the programme. The Company is in the process
a portion of the fixed assets has been of updating the fixed asset
physically verified by the management records of tarapur and Murbad
during the year and no material division and Will complete
discrepancies between the book records the the same at tne earliest.
and the physical inventory has been
noticed, except in the case of
Companys Tungabhadra Divisions at
Tarapur and Murbad, where the
comparisons will be made once the
records are completed.
14. DIRECTORS
In terms of the provisions of the Companies Act, 1956 and the Articles
of Association of the Company, Shri Augustine R Kurias, Director of the
Company, retires by rotation at the forthcoming Annual General Meeting
and is eligible for reappointment.
15. FIXED DEPOSITS
During the year under review, the Company has invited fresh Fixed
Deposits from its shareholders and general public. As on 31st March,
2010, the Company has fixed deposit of Rs. 1209.92 Lacs. There are no
un-paid deposits (other than un-claimed), payable as of 31st March
2010. Also, there is no default in payment of interest and repayment of
matured deposits.
16. AUDITORS
M/s. Dalai & Shah, Chartered Accountants, auditors of the Company,
holds office until the conclusion of the ensuing Annual General
Meeting. The Company has received a letter from M/s. Dalal & Shah,
Chartered Accountants, expressing their unwillingness to be
re-appointed as Auditors.
Based on the recommendation of the Audit Committee, the Board of
Directors proposes the appointment of M/s. Thakur, Vaidyanath Aiyar &
Co., Chartered Accountants, as the Statutory Auditors of the Company
from the conclusion of this Annual General Meeting till the conclusion
of the next Annual General Meeting.
M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, have
expressed their willingness to act as Statutory Auditors of the
Company, if appointed, and have further confirmed that the said
appointment would be in conformity with the provisions of Section 224(
IB) of the Companies Act, 1956.
17 PARTICULARS OF EMPLOYEES
As required under Section 217 (2A) of the Companies Act, 1956, read
with Companies (Particulars of Employees) Rules, 1975, the names and
other particulars of employees receiving remuneration above the
prescribed limit are set out in the annexure appended to this report.
18. ACKNOWLEDGEMENTS
During the financial year under review, Industrial Relations continued
to remain cordial. Your Directors wish to place on record their sincere
thanks to the continuing commitment and dedication of employees at all
levels. In the Golden Jubilee Year of the Company, the Directors would
also like to express their gratitude for the continued support of all
the stakeholders such as Banks, Financial Institutions, various State
and Central Government Authorities, Customers, Vendors and last but not
least our valued Shareholders, who have been supporting the management
for all these years.
For and on behalf of the Board
Place: Mumbai Yash Birla
Date: 24th June, 2010 Chairman
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article