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Zenith Computers Ltd.

BSE: 517164 Sector: Consumer
NSE: ZENITHCOMP ISIN Code: INE598B01013
BSE 15:41 | 27 Mar 2018 Zenith Computers Ltd
NSE 05:30 | 01 Jan 1970 Zenith Computers Ltd
OPEN 1.36
PREVIOUS CLOSE 1.43
VOLUME 284
52-Week high 2.69
52-Week low 0.92
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.50
Buy Qty 9.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.36
CLOSE 1.43
VOLUME 284
52-Week high 2.69
52-Week low 0.92
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.50
Buy Qty 9.00
Sell Price 0.00
Sell Qty 0.00

Zenith Computers Ltd. (ZENITHCOMP) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting their 35th Annual Report and theaudited Accounts for the fi nancial year ended 31st March 2015.

(Rs. in Lakhs)
FINANCIAL HIGHLIGHTS 2014-2015 2013-2014
Profi t / (Loss) before Taxes (3191.22) (4294.17)
Less: Provision for Taxes NIL NIL
Profi t after taxation available for appropriation (3191.22) (4294.17)
Add: Balance Profi t / (Loss)brought forward from previous year (4828.42) (534.25)
Amount available for appropriations : (8019.64) (4828.42)
Appropriations
Proposed Dividend NIL NIL
Tax on Proposed Dividend NIL NIL
General Reserve NIL NIL
Balance Profi t / (Loss)carried to the Balance Sheet (8019.64) (4828.42)

COMPANY’S ACTIVITIES

The impact of I-Pads Tablets and Smart Phones in the marketplace has had anoverwhelming effect on the personal and laptop computers with all the Computer hardwarecompanies stopping production of Desktops and laptops. Your Company has discontinued thebusiness of manufacture of desktop and laptop computers and is presently only in theservices segment of maintenance contracts and fulfi lling warranty commitments.

The Company is looking into the possibilities of distributing multinationalcompanies’ products servers etc.

DIVIDEND

Your Directors do not recommend any Dividend in respect of the fi nancial year ended 31stMarch 2015 as the Company has suffered a Loss.

REVIEW OF OPERATIONS

During the year under review

• The net sales revenues at Rs. 2261.39 lakhs were lower than the previousyear’s revenues of Rs. 7902.99 lakhs. During the year the net Loss (Tax Expense wasNIL) was Rs. 3191.22 lakhs as against the previous year’s Loss of Rs.4294.17 lakhs(Tax Expense was NIL); the Loss was due to the adverse market conditions and interestcosts.

• The Company continues to endeavour in maintaining customers to their utmostsatisfaction levels by registering impeccable track record of quality and delivery efficiency thereby ensuring their continued patronage for your company’s products andservices.

• Further changes and improvisations are under way in the manufacturing processand these changes are in compliance with international requirements.

FIXED DEPOSIT

The Company did not have any outstanding / unpaid Deposits or unpaid / unclaimedinterest thereon as on 1st April 2014; the Company has not accepted anydeposits under Sections 73 to 76 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

DEMATERIALISATION OF COMPANY’S SHARES

The Company’s Securities continue to be traded in the electronic form only as perthe relevant SEBI guidelines.

LISTING OF SHARES ON THE STOCK EXCHANGES

The Company’s Securities continue to be listed on the BSE Limited (BSE) Mumbaiand the National Stock Exchange of India Limited (NSE) Mumbai. The Company has paid therequisite Annual Listing Fees for the year 2015-16 to the BSE and NSE.

VOLUNTARY DELISTING OF THE COMPANY’S SHARES FROM THE NATIONAL STOCK EXCHANGE OFINDIA LIMITED (NSE)

The Company made an application to the NSE pursuant to the Board Resolution passed on13th June 2015 on 17th June 2015 for voluntarily delisting theCompany shares as the Board felt that as there was no trading since September 2014 tilldate the Listing on NSE was no longer required; the Shares are already listed on the BSELimited which has nationwide terminals for enabling shareholders investors and otherstakeholders to deal in the Company’s Shares. The Certifi cate from NSE grantingDelisting Permission is expected shortly.

DIRECTORS

Mrs. Manju Bhartia has been appointed as an Additional Director (as a Woman Director)in compliance of Clause 49 of the Listing Agreements with the Stock Exchanges on 14thAugust 2015

The Company has received a notice from a Shareholder along with a Deposit of Rs.100000/- pursuant to Section 160(1) of the Companies Act 2013 proposing the name ofMrs. Manju Bhartia as a Director of the Company at the ensuing Annual General Meeting(AGM). A brief resume of Mrs. Manju Bhartia giving her nature of experience and the namesof Companies in which she holds Directorship and membership / Chairmanship of BoardCommittees as stipulated in Clause 49 of the Listing Agreement with the Stock Exchangesis provided in the Explanatory Statement annexed to the Notice convening the meeting

In accordance with the Company’s Articles of Association and the provisions of theCompanies Act 2013 Mr. Vijay Mukhi an Independent Director retires by rotation andoffers himself for re-appointment as an independent Director. A brief resume of Mr. VijayRam Mukhi nature of experience and the names of Companies in which he holds Directorshipand membership / Chairmanship of Board Committees as stipulated in Clause 49 of theListing Agreement with the Stock Exchanges is provided in the Explanatory Statementannexed to the Notice convening the meeting.

CORPORATE SOCIAL RESPONSIBILITY

The Company has been incurring losses in the previous 3 years and is also registered asa Sick Industrial Company under the provisions of the Sick Industrial Companies (SpecialProvisions) Act 1985 and hence the provisions of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 are notapplicable.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors confi rm:

(1) that in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed;

(2) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2015 and of the profi t of the Company for thatyear;

(3) that the Directors have taken proper and suffi cient care for the maintenance ofadequate records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and

(4) that the Directors have prepared the annual accounts on a going concern basis.

REGISTRATION OF THE COMPANY AS A SICK INDUSTRIAL COMPANY

Your Company was registered as a sick industrial company under Section 15(1) of theSick Industrial Companies (Special Provisions) Act 1985 by the Board for Industrial andFinancial Reconstruction (BIFR) with effect from 29th August 2014 and theprocess of preparation of the ‘Draft Rehabilitation Scheme’ and other connectedmatters are before the BIFR.

TAKING OVER OF THE COMPANY’S PROPERTIES IN GOA AND MAHAPE

Indian Bank as the Lead Bank of the Consortium of Banks had not accepted theCompany’s offer for one time settlement against all amounts due to the Banks underthe provisions of The Securitization and Reconstruction of Financial Assets andEnforcement of Security Interest Act 2002 (SARFESI) and has taken physical possession ofthe land buildings and stocks of the Company in Goa in April 2015 and the properties andstocks at Mahape Navi Mumbai in June 2015.

Consequently the Company had to discontinue its business of manufacture of desktop andlaptop computers.

SHIFTING OF THE REGISTERED OFFICE

Since the Registered Offi ce of the Company located in Electronic Sadan was taken overby Indian Bank the Company shifted its registered offi ce to a rented premises at Mahape.Thus the Registered Offi ce of the Company has been shifted from B-5 Electronic Sadan– 1 MIDC TTC Area Mahape Navi Mumbai 400 710 to Plot No. EL – 117 1stFloor Mahape MIDC TTC Area Navi Mumbai 400 710 with effect from 6th June2015.

CORPORATE GOVERNANCE

The Company has complied with the requirements of Corporate Governance as applicableto the Company during the period under report as per the amended Listing Agreements withStock Exchanges. The Report on Corporate Governance with the Auditors’ Reportthereon is annexed hereto as Annexure ‘E’ in accordance with Clause 49of the Listing Agreements with the Stock Exchanges.

STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31STMARCH 2015

In accordance with Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the Statement showing theExtract of the Annual Return as on the fi nancial year ended 31st March 2015is annexed as Annexure ‘D’ and forms part of this Report.

PARTICULARS OF LOANS ETC. UNDER SECTION 186 OF THE COMPANIES ACT 2013

During the year the Company has not given any loans provided any guarantees or madeany investments attracting the provisions of Section 186 of he Companies Act 2013.

RELATED PARTY TRANSACTIONS

The information required under Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 with respect to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended hereto in FormAOC – 2 as Annexure ‘B’ and forms part of this Report.

SECRETARIAL AUDIT

The Secretarial Audit Report dated 31st July 2015 of M/s. Mohan Akella& Company Company Secretaries Thane pursuant to Section 204(1) of the CompaniesAct 2013 and Rule 9 of the Companies (Appointment And Remuneration of ManagerialPersonnel) Rules 2014 of the Compliance of the applicable Statutory Provisions andadherence to good corporate practices by the Company is annexed hereto as Annexure‘C’ and forms part of this report.

The Company’s representatives have provided the material data for the qualifications / observations and / or remarks contained in the said Secretarial audit Report.

AUDITORS

M/s. C. L. Khanna & Company Chartered Accountants Mumbai the Statutory Auditorsof the Company were reappointed for a period of 3 years at the 34th AnnualGeneral Meeting in accordance with Sections 139 and 141 of the Companies Act 2013; thetenure of the said Auditors is to be confi rmed at the ensuing AGM.

The Notes to Accounts mentioned in the Audited Accounts of the Company for the yearended 31st March 2015 are self explanatory to the observations made by theStatutory Auditors in their Report on the said Financial Statements.

EMPLOYEES

Relations between the management and its employees have been cordial. Your Directorsplace on record their appreciation of the effi cient and loyal services rendered by theemployees of the Company at all levels.

The Company did not have any employee(s) during the year or part of the year drawingremuneration specifi ed in the provisions of Section 134 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014; theCompany’s paid-up Share Capital being less than Rs. 25 Crores the Provisions ofRules 4 and 5 of the Companies (Accounts) Rules 2014 are not applicable to the Company;moreover the Company being a Sick Industrial Company did not pay any increased salary orperquisites to any KMP or any employee during the year; hence the statement under theseprovisions is not annexed.

ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 with respect to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended hereto asAnnexure ‘A’ and forms part of this Report.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation of the support received from theCompany’s Bankers and Shareholders and look forward to their continued support andgoodwill.

By Order of the Board
RAJKUMAR SARAF
MUMBAI CHAIRMAN &
14th August 2015 MANAGING DIRECTOR

ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

STATEMENT OF PARTICULARS REQUIRED TO BE GIVEN UNDER SECTION 134(3)(m) OF THE COMPANIESACT 2013 READ WITH RULE 8(2) OF THE COMPANIES (ACCOUNTS) RULES 2014 IN RESPECT OF THEFINANCIAL YEAR ENDED

31 ST MARCH 2015.

A. Conservation of Energy : Though the Company’s manufacturing operationsare not power intensive regular and preventive maintenance of all equipment is undertakenby the Company.

B. Technology Absorption : Form B enclosed.

C. Foreign Exchange Earnings and Outgo : Rs. in Lakhs
Total foreign exchange used and earned
(i) Expenditure in foreign currency 1292.62
(ii) Foreign Exchange earned 97.91

FORM B

Form of disclosure of particulars with respect to absorption

1. Specifi c areas in which R & D carried out by the Company :

Designing / development of state-of-art systems import substitution technologyupgradation. Upgradation of products and quality enhancement. Development and evaluationof alternate raw materials.

2. Benefi ts derived as a result of the above R & D :

Cost reduction product improvement import substitution and effective time management.

3. Future plan of action :

Development of new products and enhancing market revenues by upgrading existingspectrum of products.

4. Expenditure in R & D : Rs. in Lakh’s
a. Capital NIL
b. Recurring NIL
c. Total NIL
d. Total R & D expenditure as a percentage of total turnover NIL %

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

1. Efforts in brief made towards technology absorption adaptation and innovation :Introduction of All-in-one PC and Touch Panel LCD Monitor for Industrial and Commercialapplications towards improvement of effi ciency and productivity.

2. Benefi ts derived as a result of the above efforts : On going

3. Imported Technology : None

By Order of the Board
MUMBAI RAJKUMAR SARAF
14th August 2015 CHAIRMAN & MANAGING DIRECTOR

ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT

Form AOC - 2

{Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act 2013read with Rule 8 (2) of the Companies (Accounts) Rules 2014}

Form for Disclosure of Particulars of Contracts / Arrangements entered into by theCompany with related parties referred to in Sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto

I.Details of contracts or arrangements or transactions NOT on arms length basis

Name(s) of the Related Party Nature of Re- lationship Nature of Contracts / Arrange- ments / Transactions Duration of Contracts / Arrange- ments / Transactions Salient Terms and Condi- tions of Con- tracts / Ar- rangements / Transactions including Value if any Justifi cation for entering into such Contracts / Arrange- ments / Transactions Date(s) of ap- proval by the Board Amount paid as advances if any Date on which Special Resolution was passed in general meeting as required by the fi rst pro- viso to Sec- tion 188
Zenith Controls and Systems Private Limited Mr. R.K. Saraf is a Director NIL
II.Details of contracts or arrangements or transactions on arms length basis
Zenith Controls and Systems Private Limited Mr. R.K. Saraf is a Director NIL
Mr. R.K. Saraf is the Chairman & Managing Director of the Company

FORM NO. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

{Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment And Remuneration of Managerial Personnel) Rules 2014}

To

The Members of

ZENITH COMPUTERS LIMITED

Registered Offi ce: Plot No. EL – 117

1st Floor Mahape MIDC TTC Area

NAVI MUMBAI 400 710

I have conducted the Secretarial Audit of the Compliance of the applicable StatutoryProvisions and adherence to good corporate practices by ZENITH COMPUTERS LIMITED(hereinafter called ‘the Company’). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conduct / StatutoryCompliances and expressing our opinion thereon.

Based on our verifi cation of the Company’s (viz. ZENITH COMPUTERS LIMITED) bookspapers minutes books forms and returns fi led and other records maintained by theCompany and also the information provided by the Company its offi cers agents andauthorized representatives during the conduct of the Secretarial Audit I hereby reportthat in my opinion the Company has during the audit period covering the fi nancial yearended 31st March 2015 (Audit Period) complied with the Statutory Provisionslisted hereunder and also that the Company has proper Board processes and compliancemechanism in place to the extent in the manner and subject to the reporting madehereinafter.:-

I have examined the books papers minutes’ books forms and returns fi led andother records maintained by the Company for the Financial Year ended on 31stMarch 2015 according to the provisions of:

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

(2) The Securities Contracts (Regulations) Act 1956 (SCRA) and the Rules madethereunder;

(3) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(4) The Foreign Exchange Management Act 1999 and the Rules and Regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(5) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’) :

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2013;

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

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

d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the Audit Period);

e) The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit Period) and

f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008.

(6) Information Technology Act 2000;

(7) Employees Provident Fund and Miscellaneous Provisions Act 1953;

(8) Employees State Insurance Act 1948;

(9) Employers Liability Act 1938;

(10) Environment Protection Act 1986 and other environmental laws;

(11) Equal Remuneration Act 1976;

(12) Factories Act1948;

(13) Hazardous Wastes (Management and Handling) Rules 1989 and Amendment Rules 2003;

(14) Indian Contract Act 1872;

(15) Income Tax Act 1961 and Indirect Tax Laws;

(16) Indian Stamp Act 1999

(17) Maternity Benefi ts Act 1981 Minimum Wages Act 1948;

(18) Negotiable Instruments Act 1881;

(19) Payment of Bonus Act 1965;

(20) Payment of Gratuity Act 1972;

(21) Payment of Wages Act 1936 and other applicable laws.

(22) The Special Economic Zone Act 2005 and the Rules made thereunder;

(23) Policy relating to Software Technology Parks of India and its Regulations

(24) The Indian Copyright Act 1957 and the Rules made thereunder;

(25) The Patents Act 1970 and the Rules made thereunder;

(26) The Sick Industrial Companies (Special Provisions) Act 1985; and

(27) The Trade Marks Act 1999 and the Rules made thereunder.

I have also examined compliance with the applicable laws of the following:-

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

(ii) The Listing Agreements entered into by the Company with BSE Limited (BSE) and theNational Stock Exchange of India Limited (NSE).

During the period under review the Company has complied with the provisions of theActs Rules Regulations Guidelines Standards etc. mentioned above.

However I hereby state and reiterate as follows:-

(i) Maintenance of secretarial records is the responsibility of the management of theCompany. My responsibility is to express an opinion based on these secretarial records.

(ii) I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial Records.

(iii) The verifi cation was done on test basis to ensure that correct facts are reflected in the Secretarial records. (iv) I believe that the processes and practices I havefollowed provide a reasonable basis for my opinion.

(v) The verifi cation was done on test basis to ensure that correct facts are reflected in the Secretarial records. I believe that the processes and practices I havefollowed provide a reasonable basis for my opinion.

(vi) I have not verifi ed the correctness or appropriateness of the fi nancial recordsand the Books of Account of the Company.

(vii) Wherever required I have obtained the Management’s views and representationabout the compliance of the laws rules and regulations and the happening of events.

(viii) The compliance of the provisions of Corporate and other applicable laws rulesregulations and standards is the responsibility of the management; my examination waslimited to the verifi cation of the procedures on a test basis.

(ix) The Secretarial Audit Report is neither an assurance as to the future viability ofthe Company nor of the effi cacy or effectiveness with which the management has conductedthe affairs of the Company.

I further report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non–Executive Directors and IndependentDirectors. The changes in the composition of the Board of Directors that took place duringthe period under review were carried out in compliance of the provisions of the Act.

Adequate notice is given to all the Directors to schedule the Meetings of the BoardAudit Committees other Board Committees and the agenda and detailed notes on agenda weresent at least seven days in advance and a system exists for seeking and obtaining furtherinformation and clarifi cations on the agenda items before the meeting(s) and formeaningful participation at the meeting(s). Majority decisions are carried through whiledissenting members’ views are sought and recorded as part of the minutes.

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.

I further report that during the audit period there were no instances of:

(i) Public / Rights / Preferential issue of shares / debentures / seat equity etc.

(ii) Redemption / Buy Back of Securities.

(iii) Major decisions taken by the members in pursuance of Section 180 of the CompaniesAct 2013.

(iv) Merger / amalgamation / reconstruction etc.

(v) Foreign Technical Collaborations.

I have however made the following observations based on the Company’sRepresentation and my verifi cation of the Company’s records:-

(a) The Company has been registered as a Sick Industrial Company under the provisionsof Section 15(1) of the Sick Industrial Companies (Special Provisions) Act 1985 by anOrder dated 29th August 2014 of the Board for Industrial and FinancialReconstruction New Delhi.

(b) The Bank of New York Mellon had fi led a claim in the Hon’ble High Court ofJustice Queen’s Bench Division Commercial Court London in respect of moneysrelating to default in paying overdue principal amount (as on 04.08.2011) on ForeignCurrency Convertible Bonds issued on 4th August 2006 and interest andremuneration aggregating to US $ 14396013. The case has apparently been decided ex-partein December 2014 but the London’s Court Order has not been communicated to /received by the Company.

(c) Indian Bank as the Lead bank of the Consortium of Banks which had extended financial facilities to the Company under the provisions of The Securitization andReconstruction of Financial Assets and Enforcement of Security Interest Act 2002 (SARFESIin short) took possession of the Company’s assets including inventories andfactories in Goa after the Mumbai Debt Recovery Tribunal passed an Order on 21stApril 2015 in conjunction with the Order passed by the District Magistrate of Goa on 28thFebruary 2015.

(d) Indian Bank has also taken physical possession of the Company’s premises andassets including inventories at B-5 67 and 8 Electronic Sadan - 1 Mahape Navi Mumbaion 21st May 2015 and 10th June 2015 under the said SARFESI Act.

(e) State Bank of India has fi led a Winding up Petition in the Hon’ble BombayHigh Court in 2013 but the said petition has not yet been admitted by the said Court.

(f) Insofar as the Compliance of the provisions of the Companies Act 2013 and theListing Agreements with the BSE and NSE are concerned –

(i) The Company did not comply with provisions of Section 203(1)(iii) read with Section2(51)(iv) of the Companies Act 2013 read with Rule 8 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and Clause 49 of the Listing Agreementswith the Stock Exchanges relating to the appointment of the Chief Financial Offi cer oneof the Key Management Personnel;

(ii) The Company did not hold in time the Board meeting for consideration of its thirdquarter Unaudited Financial Results (Provisional) ended 31st December 2014within 45 days of the end of the quarter (which board meeting was to be held on of before14th February 2015 but was actually held on 28th February 2015);the NSE has levied a penalty of Rs. 55000/- and this amount was paid by the Company;

(iii) The Company did not hold in time the Board meeting for consideration of itsAudited Financial Results for the year ended 31st March 2015 within 60 days ofthe end of the quarter (which board meeting was to be held on of before 30thMay 2015 but was actually held on 13th June 2015); the NSE has levied apenalty of Rs. 60000/- for violation of this timeline – the Company has submitted arepresentation to NSE for condonation / waiver of this amount and the matter is pending;and

(iv) The Company has not till the date of this report appointed a Woman Directorbefore the time line issued by SEBI i.e. on or before the 31st March 2015 / 30thJune 2015.

FOR MOHAN AKELLA & CO.
COMPANY SECRETARIES
BY THE HAND OF MOHAN AKELLA
PLACE: THANE PROPRIETOR
DATE : 31st July 2015 FCS : 1606; C.P. : 2189

ANNEXURE ‘D’ TO THE DIRECTORS’ REPORT

STATEMENT SHOWING THE EXTRACT OF THE ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED 31STMARCH 2015

{Pursuant Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014}

I. REGISTRATION AND OTHER DETAILS
i) CIN : 72900MH1980PLC022652
ii) Registration Date : 20th May 1980
iii) Name of the Company : ZENITH COMPUTERS LIMITED
iv) Category / Sub–category of the Company Company : Company Limited by shares /Non- Government
v) Address of the Registered Offi ce : Plot No. EL – 117 1st Floor Mahape MIDC TTC Area Navi Mumbai 400 710
vi) Whether Listed Company : Yes
vii) Name Address and Contact Details of the Registrar and Transfer Agent if any : Link Intime India Private Limited C – 13 Pannalal Silk Mills Compound LBS Marg Bhandup (West) MUMBAI 400 078 Tel. No. : 022- 25693838 - Mrs. Sujata Poojary

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All business activities contributing 10% or more of the total turnover of theCompany shall be stated:-

Sl No. Name and description of the main products / services NIC Code of the Product / Service Turnover in Rs. % to total turnover of the Company
1. Manufacture Sales and Services of Electronic Equipments viz. Computers/ Microprocessor based systems and peripherals and Annual Maintenance Service Contracts imbedded in the purchase orders. 847100 & 852400 Rs. 2261.39 lakhs 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl No. Name and address of the Company CIN / GLN Holding Subsidiary / Associate % of Shares held Applicable Section
The Company does not have any holding subsidiary or associate company as defi ned in the Companies Act 2013