DIRECTOR'S REPORT To The Members, Zenith Capitals Limited. 1. Your Directors have pleasure in presenting their 32nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015. 2. Brief description of the Company's working during the year and State of Company's affair: The Company has not conducted operations during the year. It has only incurred administrative expenses in order to keep the licenses and permissions alive. The company could not do business in need of opportunities. Surplus available with the company was invested in unquoted investments and given as advances to certain parties. Excepting that no business activities were pursued during the year. 3. Change in the nature of business, if any: There is no change in the nature of business of the company. 4. Dividend: During the year, your directors do not propose dividend. The reason being absence of profit during the year, the company does not recommend dividend. 5. Reserves: In the absence of profit, no amount is required to be transferred to General Reserves. 6. Share Capital: The Company has not issued any fresh capital during the year. 7. Directors and Key Managerial Personnel: Mrs. Veena Rao has tendered her resignation letter on 5th September 2015 which is pending for approval by the members in the Annual General Meeting. Mr. Yatin Potdar is continuing as the Managing Director of the company who was appointed in the previous year. 8. Particulars of Employees: The Company does not have any employee as covered under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 9. Meetings: A calendar of Meetings is prepared and circulated in advance to the Directors. During the year four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 10. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. 11. Declaration by an Independent Director and re- appointment, if any: A declaration by Independent Director that he meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 is enclosed in Annexure II. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report. 12. Remuneration Policy The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Managerial Remuneration: A) No separate managerial remuneration is paid to any of the working directors. 13. Details of Subsidiary/ Joint Ventures/Associate Companies: The company does not have any subsidiary or associate companies or joint ventures. 14. Auditors: The Auditors, M/s RSVA & Co., Chartered Accountants, Thane retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment for a period of four years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 36th Annual General Meeting. 15. Auditors' Report: The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments. 16. Disclosure about Cost Audit A per the Cost Audit Orders, Cost Audit is not applicable to the Company. 17. Secretarial Audit Report: In terms of Section 204 of the Act and Rules made there under, M/s. Prity Agrawal, Practicing Company Secretary have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to this report. The report is self-explanatory and do not call for any further comments. 18. Internal Audit & Controls: The Company continues to conduct internally the Internal Audit function. During the year, the Company continued to implement the suggestions and recommendations by the Internal Audit team. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Findings of the Internal Auditors are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. 19. Vigil Mechanism: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.zenithcapital.com under investors/policy documents/Vigil Mechanism Policy link. 20. Risk management policy: During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors together form the System that governs how the company conducts the business and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities 21. Extract Of Annual Return: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I. 22. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report: No material changes occurred in the interim period between the end of the financial year and the date of the report. 23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: None. 24. Details in respect of adequacy of internal financial controls with reference to the Financial Statements. The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. 25. Deposits: The company has not accepted any deposit during the year nor it holds any deposits from public. Details of Guarantee / Security Provided: The company has not extended any guarantee or security to others. 27. Particulars of contracts or There are no related party arrangements with related transactions and hence no contracts parties. or arrangements are effected. 28. Corporate Governance Certificate: The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed to this report. 29. Management Discussion And Analysis: The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. 30. Statutory Disclosures: In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entided thereto. Any member interested in obtaining such particulars may write to the Company at the registered office of the Company. 31. Obligation of Company Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Pursuant to the provisions of the said Act the company has set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment. 32. Conservation of energy, technology absorption and foreign exchange earnings and outgo: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows: a) Conservation of energy - The Company is not into production or manufacturing activities where energy conservation is possible and steps need to be taken. In the absence of any such activities by the company, there is no scope of improvising the conservation of energy. (b) Technology absorption - For the nature of business of the company without involvement of production and manufacturing, technology absorption has no role to play and hence no efforts are required in this front by the Company. (c) Foreign exchange earnings and Outgo: During the year, the total foreign exchange used was Rs. NIL and the total foreign exchange earned was Rs. NIL 33. Corporate Social Responsibility (CSR): The company has not achieved stipulated Turnover, Profit or Net worth and hence the CSR provisions are not applicable to the company for the year under report. 34.Human Resources: Your Company treats its "human resources" as one of its most important assets. Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currency underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement. 35. Directors' Responsibility Statement: The Directors in pursuance of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, state that— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had 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 and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 36. Transfer of Amounts to Investor Education and Protection Fund: Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF). 37. Listing with Stock Exchanges: The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed. 38. Acknowledgements: Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's employees. By Order of the Board of Directors Y K Potdar Managing Director Mumbai, 5th Sept, 2015 |