Zenith Capitals Limited
Your Directors have pleasure in presenting their 34th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.
1. Financial summary or highlights/Performance of the Company
The Board's Report shall be prepared based on the financial statements of the company.
|Particulars ||2016-17 ||2015-16 |
| ||Amount (Rs) ||Amount (Rs) |
|Gross Income ||1024565 ||2526135 |
|Profit Before Interest and Depreciation ||(423144) ||1223677 |
|Finance Charges ||317 ||NIL |
|Gross Profit ||(423144) ||1223677 |
|Provision for Depreciation ||5448 ||65199 |
|Net Profit Before Tax ||(429222) ||1158478 |
|Provision for Tax ||- ||237768 |
|Net Profit After Tax ||(429222) ||920710 |
|Balance of Profit (Loss) brought forward ||(5328844) ||(5820332) |
|Balance available for appropriation ||NIL ||NIL |
|Proposed Dividend on Equity Shares ||NIL ||NIL |
|Tax on proposed Dividend ||NIL ||NIL |
|Transfer to General Reserve ||NIL ||NIL |
|Surplus carried to Balance Sheet ||(5328844) ||(4899622) |
2. Brief description of the Company's working during the year and State of Company'saffair:
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.
3. Change in the nature of business if any:
There is no change in the nature of business of the company.
During the year the company does not propose dividend looking to the accumulatedlosses though there is some income earning during the year.
In the absence of profit after accumulation no amount is required to be transferred toGeneral Reserves.
6. Share Capital:
The Company has not issued any fresh capital during the year.
7. Directors and Key Managerial Personnel:
Mr. Vinayak Palande Managing Director has tendered his resignation letter on 14thNovember 2016 which is approved by Board of Directors.
8. Particulars of Employees:
The Company does not have any employee as covered under the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Six Board Meetings and Five Audit Committee Meetings were convened and held thedetails of which are given below. The intervening gap between tire Meetings was within theperiod of 120 days as prescribed under the Companies Act 2013.
|Name of the Meeting ||Date of Meeting ||Date of Meeting ||Date of Meeting ||Date of Meeting ||Date of Meeting ||Date of Meeting |
|Board of Director Meeting ||26 th May 2016 ||13th Aug 2016 ||22nd Aug 2016 ||23rd Sept 2016 ||l4th Nov 2016 ||14th Feb 2017 |
|Audit Committee Meeting ||26th May 2016 ||13th Aug 2016 ||22nd Aug 2016 ||14th Nov 2016 ||14th Feb 2017 || |
10. Board Evaluation:
Pursuant to the provisions of section 134(3)(p) of the Companies Act 2013 and of theListing Agreement 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.
11. Declaration by an Independent Director and re- appointment if any:
A declaration by Independent Director that he met the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 is enclosedas Annexure to this report.
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. This is also in line with the relevant clause of the Listing Agreement.
12. Nomination and Remuneration Policy:
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. However during the year under report no remunerationis paid to the directors or the key managerial personnel.
13. Details of Subsidiary/Joint Ventures/Associate Companies:
The company does not have any subsidiary or associate companies or joint ventures.
The Auditors M/s RSVA & Co. Chartered Accountants retire at the ensuing AnnualGeneral Meeting and being eligible offer themselves for reappointment till theconclusion of next Annual General Meeting.
15. Auditors' Report:
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.
16. Disclosure about Cost Audit
As 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 to this report. Thereport is self-explanatory and does 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 pursuantto section 134 of the Companies Act 2013 which has been entrusted with theresponsibility to assist the Board in (a) Overseeing and approving the Company'senterprise wide risk management framework; and (b) Overseeing that all the risks that theorganization faces such as strategic financial credit market liquidity securityproperty legal regulatory reputational and other risks have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks. A Group Risk Management Policy was reviewed and approved by theCommittee.
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 organizational structures processes standards code of conduct and behaviorstogether form the System that governs how the company conducts the business and managesassociated risks.
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 is enclosed as Annexure.
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 was observed.
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 made during thecurrent financial year
26.1 Details of Loans: During the financial year under report the company hasnot granted any loans to directors etc.
26.2.1 Details of Investments: No Investments made during the financial year.
26.2.2 Details of Guarantee / Security Provided: The company has not extendedany guarantee or security to others.
27. Particulars of contracts or arrangements with related parties:
There are no related party7 transactions and hence no contracts orarrangements are affected.
28. Corporate Governance Certificate:
Since the company does not fall under the category of companies mentioned in theListing Agreement corporate governance certificate is not obtained from the Auditors.
29. Management Discussion And Analysis:
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2017.
30. 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 hasbeen notified on 9th December 2013. Pursuant to the provisions of the said Actthe company has set up an Internal Complaints Committee to look into complaints relatingto 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.
31. Conservation of energy technology absorption and foreign exchange earnings andoutgo:
The details of conservation of energy7 technology absorption foreignexchange earnings and 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:
There was no foreign exchange earnings or outgo during the year.
32. 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.
33. Human Resources:
Due to the level of operation presently the company has no programs for development oftalent on ongoing basis. However it will be in place whenever the business comes to itsnormal level.
34. 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 consistendyand 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;
(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: and
(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.
35. Transfer of Amounts to Investor Education and Protection Fund:
Your Company did not have any funds lying unpaid or unclaimed for a period exceedingseven years. Therefore there were no funds which were required to be transferred toInvestor Education and Protection Fund (IEPF).
36. Listing with Stock Exchanges:
The Company confirms that it has paid annual listing fees for the year 2017-18 and theshares are being traded regularly.
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 and sendee agenciesassociated with it.
| ||For and on behalf of the Board of |
| ||Directors |
| ||Sd/- |
|Place: Mumbai ||Mayur J amdhade |
|Date: 30th May 2017 ||Director |