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Zenith Capitals Ltd.

BSE: 508900 Sector: Financials
NSE: N.A. ISIN Code: INE132N01016
BSE 00:00 | 23 Mar 2018 Zenith Capitals Ltd
NSE 05:30 | 01 Jan 1970 Zenith Capitals Ltd
OPEN 127.00
PREVIOUS CLOSE 127.00
VOLUME 8
52-Week high 140.60
52-Week low 116.85
P/E
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 127.00
CLOSE 127.00
VOLUME 8
52-Week high 140.60
52-Week low 116.85
P/E
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Zenith Capitals Ltd. (ZENITHCAPITALS) - Director Report

Company director report

To

The Members Zenith Capitals Limited.

Your Directors have pleasure in presenting their 32nd Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. Financial summary or highlights/Performance of the Company

The Board’s Report shall be prepared based on the financial statements of thecompany.

Particulars 2014-2015 2013-14
Amount (Rs) Amount (Rs)
Gross Income 14271 1166179
Profit Before Interest and Depreciation (1175608) 120513
Finance Charges NIL NIL
Gross Profit (1175608) 120513
Provision for Depreciation 234151 NIL
Net Profit Before Tax (1409759) 120513
Provision for Tax NIL 37239
Net Profit After Tax (1409759) 83274
Balance of Profit (Loss) brought forward (4410573) (5768847)
Balance available for appropriation' NIL 1275000
Proposed Dividend on Equity Shares NIL NIL
Tax on proposed Dividend NIL NIL
Transfer to General Reserve NIL 1275000
Surplus carried to Balance Sheet (5820332) (4410573)

2. Brief description of the Company’s working during the year and State ofCompany’s affair:

The Company has not conducted operations during the year. It has only incurredadministrative expenses in order to keep the licenses and permissions alive. The companycould not do business in need of opportunities. Surplus available with the company wasinvested in unquoted investments and given as advances to certain parties. Excepting thatno 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 ofprofit 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 2015which 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 wasappointed in the previous year.

8. Particulars of Employees:

The Company does not have any employee as covered under the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

9. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year four Board Meetings and four Audit Committee Meetings were convened and held thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe 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 ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit and Compliance Committees. The manner in which the evaluation has been carried outhas 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 asprovided in sub-section (6) of Section 149 of the Companies Act 2013 is enclosed inAnnexure II.

An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard’s report.

12. Remuneration Policy

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance 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 ensuingAnnual General Meeting and being eligible offer themselves for reappointment for aperiod of four years from the conclusion of this Annual General Meeting [AGM] till theconclusion of 36th Annual General Meeting.

15. Auditors’ Report:

The Auditors’ Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are selfexplanatory and do not call for any furthercomments.

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 AgrawalPracticing 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. Thereport is selfexplanatory and do not call for any further comments.

18. Internal Audit & Controls:

The Company continues to conduct internally the Internal Audit function. During theyear the Company continued to implement the suggestions and recommendations by theInternal Audit team. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Findings of theInternal Auditors are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

19. Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.zenithcapital.co.in under investors/policy documents/Vigil Mechanism Policy link.

20. Risk management policy:

During the year your Directors have constituted a Risk Management Committee which hasbeen entrusted with the responsibility to assist the Board in

(a) Overseeing and approving the Company’s enterprise wide risk managementframework; and

(b) Overseeing that all the risks that the organization faces such as strategicfinancial credit market liquidity security property legal regulatory reputationaland other risks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks. A Group Risk Management Policywas reviewed and approved by the Committee.

The company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company’s managementsystems organisational structures processes standards code of conduct and behaviorstogether form the System that governs how the company conducts the business and managesassociated risks.

The Company has introduced several improvements to Integrated Enterprise RiskManagement Internal Controls Management and Assurance Frameworks and processes to drive acommon integrated view of risks optimal risk mitigation responses and efficientmanagement 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 theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE I.

22. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

No material changes occurred in the interim period between the end of the financialyear and the date of the report.

23. Details of significant and material orders passed by the regulators or courts ortribunals 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 theFinancial Statements.

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial 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 frompublic.

26. Particulars of loans guarantees or investments under section 186 26.1 Details ofLoans:

SI. No. Date of making loan Details of Borrower Amount t Rate of Inte rest Secu rity
1 10/08/2013 Aludecor Lamination Pvt Ltd 9400000 12% No
2 01/08/2013 Dinman Polypacks Pvt Ltd 2000000 18% No

26.2 Details of Investments:

SI. No. Date of making Investment Details of Investment Amount
1 10/08/2013 Parasmani Trade Links Pvt Ltd. 650000
2 10/08/2013 Priority Merchants Pvt Ltd. 2500000

The investments are made in equity' shares of unquoted companies. Details of Guarantee/ Security Provided:

The company has not extended any guarantee or security to others.

27. Particulars of contracts or arrangements with related parties:

There are no related party transactions and hence no contracts or arrangements areeffected.

28. Corporate Governance Certificate:

The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Clause 49 of the Listing agreement is annexed tothis report.

29. Management Discussion And Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2015.

30. Statutory Disclosures:

In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors1Report. However as per the provisions of Section 219 (b) (iv) of the said Act read withClause 32 of the Listing Agreement the Annual Report excluding the aforesaid informationis being sent to all the members of the Company and others entided thereto. Any memberinterested in obtaining such particulars may write to the Company at the registered officeof 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 SexualHarassment of Women at Workplace (Prevention

Prohibition and Redressal) Act 2013 has been notified on 9th December 2013. Pursuantto the provisions of the said Act the company has set up an Internal Complaints Committeeto 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 workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

32. Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy - The Company is not into production or manufacturingactivities where energy conservation is possible and steps need to be taken. In theabsence of any such activities by the company there is no scope of improvising theconservation of energy.

(b) Technology absorption - For the nature of business of the company withoutinvolvement of production and manufacturing technology absorption has no role to play andhence 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 foreignexchange earned was Rs. NIL

33. Corporate Social Responsibility (CSR):

The company has not achieved stipulated Turnover Profit or Net worth and hence the CSRprovisions 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 importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

35. Directors’ Responsibility Statement:

The Directors in pursuance of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 state that—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof 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 sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation 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 toBSE where the Company’s Shares are listed.

38. Acknowledgements:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Government authorities customers vendors and membersduring the year under review. Your Directors also wish to place on record their deep senseof appreciation for the committed services by the Company’s employees.

By Order of the Board of Directors
Mumbai Y K Potdar
5th Sept 2015 Managing Director

FORM NO MR-3 SECRETARIAL AUDIT REPORT

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Board of Directors Zenith Capitals Limited

Mumbai

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Zenith Capitals Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon. Based on our verification of the books papers minutebooks forms and returns filed and other records maintained by the Company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit we hereby report that in our opinion the Companyhas during the audit period ended on 31st March 2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:

1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by Zenith Capitals Limited ("The Company") for the periodended on 31st March 2015 according to the provisions of:

A. The Companies Act 2013 (the Act) and the Rules made thereunder;

B. The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade thereunder;

C. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

D. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) to the extent applicable to theCompany:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

e. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;

f. The Securities and Exchange Board of India (Buyback of

Securities) Regulations 1998;

g. The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited; and

h. The Memorandum and Articles of Association.

I have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by The Institute of Company Secretaries of India.

li) The Listing Agreements entered into by the Company with the BSE Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards and Listing Agreements etc mentioned above.

2. I further report that the Company has in my opinion complied with the provisionsof the Companies Act 1956 and the Rules made under that Act and the provisions ofCompanies Act 2013 as notified by Ministry of Corporate Affairs and the Memorandum andArticles of Association of the Company with regard to:

a. Maintenance of various statutory registers and documents and making necessary7entries therein;

b. Closure of the Register of Members.

c. Forms returns documents and resolutions required to be filed with the Registrar ofCompanies and the Central Government;

d. Service of documents by the Company on its Members Auditors and the Registrar ofCompanies;

e. Notice of Board meetings and Committee meetings of Directors;

f. The meetings of Directors and Committees of Directors including passing ofresolutions by circulation;

g. The 31st Annual General Meeting held on 30th September 2014;

h. Minutes of proceedings of General Meetings and of the Board and its Committeemeetings;

i. Approvals of the Members the Board of Directors the Committees of Directors andthe government authorities wherever required;

j. Constitution of the Board of Directors / Committee(s) of Directors appointmentretirement and reappointment of Directors including the Managing Director and Whole-timeDirectors;

k. Payment of remuneration to Directors including the Managing Director and Whole-timeDirectors

l. Appointment and remuneration of Auditors and Cost Auditors;

m. Transfers and transmissions of the Company’s shares and issue and dispatch ofduplicate certificates of shares;

n. Declaration and payment of dividends;

o. Transfer of certain amounts as required under the Act to the Investor Education andProtection Fund and uploading of details of unpaid and unclaimed dividends on the websitesof the Company and the Ministry of Corporate Affairs;

p. Borrowings and registration modification and satisfaction of charges whereverapplicable;

q. Investment of the Company’s funds including investments and loans to others;

r. form of balance sheet as prescribed under Part I form of statement of profit andloss as prescribed under Part II and General

Instructions for preparation of the same as prescribed in Schedule VI to the Act;

s. Directors’ report;

t. Contracts common seal registered office and publication of name of the Company;and

u. Generally all other applicable provisions of the Act and the Rules made under theAct.

3. I further report that:

a. The Directors have complied with the requirements as to disclosure of interests andconcerns in contracts and arrangements shareholdings and directorships in other companiesand interests in other entities.

b. The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the code ofBusiness Conduct & Ethics for Directors and Management Personnel

c. The Company has obtained all necessary approvals under the various provisions of theAct;

d. There was no prosecution initiated and no fines or penalties were imposed during theyear under review under the Act SEBI Act SCRA Depositories Act Listing Agreement andRules Regulations and Guidelines framed under these Acts against / on the Company itsDirectors and Officers.

4. The Company has complied with the provisions of the Securities Contracts(Regulation) Act 1956 and the Rules made under that Act with regard to maintenance ofminimum public shareholding.

5. I further report that the Company has complied with the provisions of theDepositories Act 1996 and the Byelaws framed thereunder by the Depositories with regardto dematerialization / rematerialisation of securities and reconciliation of records ofdematerialized securities with all securities issued by the Company.

6. The Company has complied with the provisions of the FEMA 1999 and the Rules andRegulations made under that Act to the extent applicable.

7. I further report that:

a) The Company has complied with the requirements under the Equity Listing Agreementsentered into with BSE Limited;

b) the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 including theprovisions with regard to disclosures and maintenance of records required under the saidRegulations;

c) the Company has complied with the provisions of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 1992 including the provisions withregard to disclosures and maintenance of records required under the said Regulations;

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

CS Prity Agarwal Membership No: 33094 Certificate Practice No: 14676

ANNEXURE - II

DECLARATION OF INDEPENDENCE

Date: 01st April 2015 To

The Board of Directors

Zenith Capitals Limited

143-145 3rd Floor Khaitan Chambers

Modi Street Fort

Mumbai - 400001

Sub: Declaration of independence under clause 49 of the Listing Agreement andsub-section (6) of section 149 of the Companies Act 2013.

I Mr. Yogesh Rathiwadekar hereby certify that I am a Non-executive IndependentDirector of Zenith Capitals Limited Mumbai and comply with all the criteria ofindependent director as envisaged in Clause 49 of the Listing Agreement and the CompaniesAct 2013.

I certify that:

• I possess relevant expertise and experience to be an independent director in theCompany;

• I am/was not a promoter of the company or its holding subsidiary or associatecompany;

• I am not related to promoters / directors / persons occupying managementposition at the board level or level below the board in the company its holdingsubsidiary or associate company;

• Apart from receiving director sitting fees / remuneration I have/had nopecuniary relationship / transactions with the company its promoters its directors itssenior management or its holding subsidiary or associate company or their promoters ordirectors during the two immediately preceding financial years or during the currentfinancial;

• none of my relatives has or had any pecuniary relationship or transaction withthe company its holding subsidiary or associate company or their promoters ordirectors amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs orsuch higher amount as may be prescribed whichever is lower during the two immediatelypreceding financial years or during the current financial year;

• Neither me nor any of my relatives:

a) holds or has held the position of a key managerial personnel or is or has beenemployee/executive of the company or its holding subsidiary or associate company in anyof the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner in any of the three financialyears immediately preceding the financial year of;

a. firm of auditors or company secretaries in practice or cost auditors of the companyor its holding subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the company itsholding subsidiary or associate company amounting to 10% or more of the gross turnover ofsuch firm;

c. holds together with my relatives 2% or more of the total voting power of thecompany; or

d. is a Chief Executive or director by whatever name called of any nonprofitorganization that receives 25% or more of its receipts from the company any of itspromoters directors or its holding subsidiary or associate company or that holds 2% ormore of the total voting power of the company; or

• I am not a material supplier service provider or customer or a lessor or lesseeof the company;

• I am not less than 21 years of age.

Declaration:

I undertake that I shall seek prior approval of the Board if and when I have any suchrelationship / transactions whether material or non-material. If I fail to do so I shallcease to be an independent director from the date of entering in to such relationship /transactions.

Further I do hereby declare and confirm that the above said information’s aretrue and correct to the best of my knowledge as on the date of this declaration ofindependence and I shall take responsibility for its correctness and shall be liable forfine if any imposed on the Company its directors if the same found wrong or incorrect infuture.

I further undertake to intimate immediately upon changes if any to the Company forupdating of the same.

Thanking you

Yours faithfully

Yogesh Rathiwdekar

DIN:05118481

Kunte Wadi Bhaskar Colony

Naupada Thane West - 400602