Z F Steering Gear (India) Ltd


BSE: 505163 | NSE: ZFSTEERING | ISIN: INE116C01012 
Market Cap: [Rs.Cr.] 363 | Face Value: [Rs.] 10
Industry: Auto Ancillaries

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Director's Report

Directors' Report

To the Members,

The Directors are pleased to present the 33rd Annual Report and Audited Accounts forthe year ended March 31, 2013.

Financial Results (Rs. in Million)
2012-2013 2011-2012
Sales (net) and other Income 3243.7 3597.3
Profit before depreciation and tax 721.4 745.6
Depreciation 231.4 168.8
Exceptional Item - 104.3
Provision for tax 233.8 216.5
Net Profit 256.2 464.6
Balance Brought Forward from 12.6 13.5
Previous year
Amount available for appropriation 268.8 478.1
Appropriations
General Reserve 161.8 360.0
Proposed Dividend and Tax thereon 84.9 52.7
Interim Dividend and Tax thereon - 52.7
Balance Carried Forward 22.1 12.6
268.8 478.1

Dividend

The Board is pleased to recommend a dividend of Rs. 8/- per share for the year endedMarch 31, 2013.

Management Discussion and Analysis

Global Economic Slowdown affected growth of Indian Economy. In order to containfiscal-deficit, the Government had to rationalize its Expenditure and took some austeritymeasures, which further affected aggregate demand in the economy. Investor and businessconfidence was low throughout the year.

The overall Commercial Vehicles segment registered de-growth of 2.02 percent inApril-March 2013 as compared to the same period in 2011-12. While Medium & HeavyCommercial Vehicles (M&HCVs) declined by 23.18 percent, Light Commercial Vehicles grewat 14.04 percent. In March 2013, M&HCVs sales further declined by 26.16 percent overMarch 2012.

Financial-performance of the Company was affected by the uncertain macro-economicenvironment, coupled with high interest rates, stalled infrastructure projects etc.

Review of Operations

Operating Results of the Company

Auto Components

Comparative quantitative figures of Sales are as under:

(numbers)

Type 2012-13 2011-12 Growth
Power Steering 178,192 208,420 -14.5 %
Mechanical Steering 152,641 176,614 -13.6 %
Rack & Pinion 16,930 22,439 -24.5 %

Sales, in value terms, was down by 12%.

Renewable Energy

Solar

The Members would recall that, in furtherance to the Company‘s commitment towards‘Green-Initiative’, your Company had successfully commissioned 5 MW Solar PowerProject at Gujarat Solar Park, Charnka Village, District Patan (Kutch) Gujarat, in lastquarter of financial year 2011-12. Hence, financial year 2012-13 was the first year inwhich the Plant was operational for full year. The electricity generated is purchased byGujarat Urja Vikas Nigam Limited (GUVNL), Government of Gujarat. The Plant generated 8.5million Units of Electricity with sales-revenue of Rs. 95.30 million in the Financial Year2012-13. The Board is pleased to report that your Company’s Solar Project, ranksamong top five Solar-projects in that park, in terms of power generation efficiency.

Wind Mills

Seven Wind Turbine Machines, owned and operated by the Company, located in districts ofSatara and Ahmednagar, having aggregate capacity of 6.7 MW are mainly used for captivepower consumption. Total 9.9 million units were generated in the financial year 2012-13.The Units used as captive consumption accounted for 80 % of the factory’s consumptionof power.

Other Income

Income received on financial-investments, held by the Company, was Rs. 103.3 million,higher compared to Rs. 51.5 million for the financial year 2011-12.

Finance

In order to lighten the pressure on the bottom-line, Term Loan availed for the SolarProject was prepaid during the financial year, after liquidating some of the financialinvestments of the Company.

Profitability

Profitability has been impacted, partly due to reduction in sales and partly due tohigher depreciation-charge. The Company was successful in containing cost of raw-materialand with the help of tight cost-control, impact on bottom-line has been minimized.

Consequently, Profit before Tax for the year was Rs. 490 million against Rs. 577million (without considering Exceptional item) for the previous year.

Earnings Per Share is Rs. 28.25 for the year ended March 31, 2013.

Outlook/ Opportunities

Global and domestic recovery is anticipated. As per the World Bank as well as the IMF(International Monetary Fund), and as per the Finance Ministry of Government of India,India’s GDP (Gross Domestic Product) is expected to improve to 6% and above in theFinancial Year 2013-14. The announcement of investment allowance reintroduction is verypositive. Focus on infrastructure is also a welcome move which will help growth of theeconomy. Automobile industry appreciates the Finance Minister’s gesture of allocatingdouble the funds under JNNURM scheme enabling substantial part for purchase of up to 10thousand buses. This was very much needed for revival of Commercial Vehicles sector.Bottlenecks stalling road projects are being addressed and it is expected that roadconstruction orders will be awarded, which should boost demand for commercial vehicles.

Meanwhile, The Reserve Bank of India (RBI) in its annual monetary policy for 2013-14has cut the interest-rate by 25 basis points in an effort to push industrial growth andstimulate economy. This is the third rate-cut since January 2013. The Indian AutomobileIndustry, which is struggling with sluggish market due to high interests, welcomed RBIdecision to cut lending rates, as this measure would boost the demand.

Global commodity prices have been showing a declining trend over the past few months.The trend if it were to continue augurs well for manufacturing sector as a whole.Increasing Urbanisation, opening-up of Indian markets for globalization, increase inpurchasing power parity, instant availability of automobiles and easier loans are allpositive factors for boosting demand in Automobile sector. India is emerging as a countryhaving higher number of vehicles per one thousand persons in view of increasing domesticdemand and purchasing power. Hence, outlook for the commercial vehicles remains strong inview of government focus on infrastructure development, new products and entry of moreforeign players.

As far as Solar Power generation is concerned, price of solar-panels have come downdrastically, which helps in lowering of project-cost, but at the same time purchase-priceoffered for electricity so generated is also lower.

Joint Venture

ZF Lenksysteme India Private Limited (Joint Venture with ZF Lenksysteme GmbH, Germany)(hereinafter ‘JV Company’)

The JV Company has set up a new manufacturing plant, situate at Village Phulgaon,Alandi-Markal Road, Dist. Pune, in order to establish its manufacturing operations insteering systems. The said plant was inaugurated on April 26, 2012.

The JV Company is yet to commence substantial business activity. Nevertheless, it hasreported a sales turnover of Rs. 60.3 million during the financial year 2012-13.

In January, 2013, additional capital, by way of Rights issue, has been raised by the JVCompany. Consequently, the paid-up capital of the JV Company now stands at Rs. 1508million and your Company holds 26% of the total paid up capital of the JV Company. Totalinvestment of the Company in the JV Company stands at Rs. 392.08 million. The Company, asper the contractual obligations undertaken by the Company continues to support the JVCompany and invested the additional equity capital in the JV Company.

Expansion and Capital Expenditure

Steering Gear Systems

The Company is in a process to gradually enhance its installed capacity of PowerSteering Gears and Mechanical Steering Gears and modernize its plant at Vadu Budruk. TheCompany plans to further invest Rs. 500-600 million in coming years for this purpose.

Renewable Energy - Solar Power Project

The Company is exploring the avenues of further investments in the Solar Power by wayof new project/ expanding capacity to the existing project.

Internal Control Systems

The Internal Control Systems of the Company is responsible for the financial reporting,assets, adherence to management policies and to conduct ethical conduct within theorganization. The Company has independent Internal Auditors for conducting internal auditsof the financial reporting and operations of the Company. The Company’s existingsystem of internal controls is commensurate with its size and nature of business.Company’s Internal control ensures reliable financial reporting, better utilizationof Company’s resources, effectiveness of operations, compliance with the legalobligations and proper implementation of policies and procedures.

The Company’s Audit Committee also regularly reviews the financial managementreports and data, and interacts with the External and Internal Auditors for ascertainingthe adequacy of internal control systems.

Human Resource Development

The Company has been continuously training its employees in the newer technical/management skills. Various steps have been taken for improving the performance ofemployees. During the year, 64 training programs (19 external and 45 internal) coveringover 578 training man-days were covered. It is expected that the customized developmentprogrammes, suitable to individual employees, to continue for the next few years. Thetotal number of employees as on March 31, 2013 was 903.

Industrial relations at the Company’s Plant continued to be cordial and peaceful.

Cautionary statement

The above Management Discussion and Analysis is a forward looking Statement based onthe Company’s projections, estimates and perceptions. These statements reflect theCompany’s current views, with respect to the future events and are subject to risksand uncertainties. Actual results may vary materially from those projected here.

Fixed Deposits

Your Company has not accepted any fixed deposit.

Conservation of Energy, Research And Development, Technology Absorption And Innovation,Foreign Exchange Earnings And Outgo

The details as required under the Companies (Disclosure of particulars in the Report ofBoard of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 411,300/- during the year ended March 31, 2013to the Investor Education and Protection Fund (IEPF) established by the CentralGovernment, in compliance with the provisions of Section 205C of the Companies Act, 1956.The said amount represents unclaimed dividend lying with the Company for a period of 7years from its date of payment.

Unclaimed Dividend for the Financial Year 2005-06 is due for transfer to the IEPF onAugust 25, 2013.

Directors

With profound sorrow and grief, the Board reports the sad demise of our Director Mr. D.S. Bomrah. The Board places on record its appreciation for Mr. Bomrah’s richcontribution to the growth of the Company in his capacity as Director as well as member ofthe Audit Committee and the Remuneration Committee of Directors.

Mr. Jitendra A. Pandit has been appointed as Director on January 29, 2013, in thecasual vacancy caused by the death of Mr. D S Bomrah. Mr. Pandit is an IndependentDirector. As per the provisions of Section 262 of the Companies Act, Mr. Pandit holdsoffice up to the date of the forthcoming Annual General Meeting (AGM) of the Company andis eligible for appointment as Director. The Company has received notice under Section 257of the Companies Act, in respect of Mr. Pandit, proposing his appointment as a Director ofthe Company. Resolutions seeking approval of the members for the appointment of Mr. Panditas Director of the Company has been incorporated in the Notice of the forthcoming AGMalong with brief details about Mr. Jitendra Pandit.

During the period under report, Mr. Jinendra Munot was reappointed as Jt. ManagingDirector of the Company for a period of 5 years with effect from April 1, 2013.

At the 33rd Annual General Meeting, Mr. M. L. Rathi, Mr. Shridhar S. Kalmadi and Dr.Hans Friedrich Collenberg, retire by rotation and being eligible, offer themselves forre-appointment.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with theStock Exchange, are provided in the Notice convening the Annual General Meeting of theCompany.

Directors’ Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 withrespect to Directors’ Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2013the applicable Accounting Standards have been followed along with proper explanationrelating to material departures;

ii) That the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31, 2013 andof the profit of the Company for the year ended on that date.

iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; and

iv) That the Directors have prepared the accounts on a ‘going concern’ basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on CorporateGovernance is given in Annexure - III along with the Auditors’ Certificate on itscompliance, which forms part of this report.

Auditors

M/s. MGM and Company, Chartered Accountants, retire as Statutory Auditors of theCompany at the ensuing Annual General Meeting and offer themselves for re-appointment. ACertificate from them has been received to the effect that their reappointment asStatutory Auditors of the Company, if made, would be within the limits prescribed underSection 224(1B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors have appointed Messrs Joshi Apte & Associates, CostAccountants, for conducting the statutory audit of the cost accounting records of theCompany, for the financial year 2013-14, subject to approval of the Central Government.Cost Audit Report for the financial year 2012-13 will be filed within the prescribedtime-limit.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rulesframed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for theassistance and co-operation received from Banks, Government Authorities, Customers,Suppliers, Members, Collaborators and other Business Associates. The Board alsoacknowledges the understanding and support extended by all employees.

For and on behalf of the Board of Directors
Pune Dinesh Munot
May 23, 2013 Chairman & Managing Director

Annexure I to the Directors' Report 2012-13

Particulars of Employees u/s 217 (2A)

Information as per Section 217 (2A) of the Companies Act, 1956, read with Companies(Particulars of Employees) Rules, 1975, as amended and forming part of the Directors'Report for the year ended on March 31, 2013.

A. Name of the employees employed throughout the financial year and who were inreceipt of remuneration for the year which, in the aggregate, was not less than Rs.6,000,000 in terms of Section 217 (2A) (a) (i):

Name Age (Years) Designation Total Remuneration Received (Rs.) Qualification Date of Commen- -cement of Employment Experience Last Employment held Name of the Company Designation
Mr. Dinesh Munot 65 Chairman & Managing Director 28,789,696 B.E.(Ele.) M.I.E. 01.07.1984 39 Kinetic Engg. Ltd. Executive Director
Mr. Jinendra Munot 61 Jt. Managing Director 18,688,732 B.E.(Mech.) M.S.(Mech.) U.S.A, AMIE (India) 01.02.1986 34 Bajaj Tempo Ltd. Senior Manager (Projects)
Mr. Utkarsh Munot 32 Executive Director 11,538,591 B.E. (Mechanical & Mfg. Engg.) U.S.A. Diploma in Business Administration, U.S.A. 14.05.2004 10

B. Name of the employees employed for the part of the financial year and who werein receipt of remuneration for the year which, in the aggregate, was not less than Rs.500,000 p.m. in terms of Section 217 (2A) (a) (i ):

NIL.

Notes:

1. All appointments are contractual. Other terms and conditions are as per the Rules ofthe Company.

2. Remuneration above includes salary, commission, medical expenses, allowances,perquisites (valued as per Income Tax Rules) and the Company's contribution to ProvidentFund, wherever applicable.

3. The employees are also entitled to gratuity, in addition to the above remuneration.

4. Experience includes number of years of services both, within the Company andelsewhere, wherever applicable.

Mr. Dinesh Munot, Mr. Jinendra Munot and Mr. Utkarsh Munot are related to each other.

Annexure II to the Directors’ Report 2012-13

Conservation of Energy, Technology Absorption, Companies' (Disclosure of particulars inthe Report of Board of Directors) Rules, 1988

A. Conservation of Energy

Automatic power factor controller installed for entire factory to maintain power factorat unity.

Factory shop floor 250W & 150W overhead lamps replaced by 48W LED lamps, whichprovide better illumination and save energy.

Waste water treated and recycled for gardening.

Wind Power Project

7 Windmills of aggregate 6.7 MW capacity generated 9,890,604 units of electricity in2012-13, which was capatively consumed in Company's plant. This covered 80% of the powerrequirement of the Company for the year 2012-13.

Solar Power Project

It has generated 8,519,658 units till 31.03.2013. These units are sold to GUVNL(Gujarat Urja Vikas Nigam Limited) as per the PPA (Power Purchase Agreement) signed withGovernment of Gujarat.

B. Technology Absorption, Research And Development

1) Specific areas in which R & D has been carried out by the Company a.Import substitution. b. Process/ equipment developments. c. Value engineering and valueanalysis (VEVA). d. Up-gradation of existing products to the need of customers. e. Filedpatent for Auto Setting Limiters.

2) Benefits derived as a result of above R & D

The benefits to the Company resulting from the above R &D are manifold.

These benefits have been reflected in terms of: a. Product quality and cost reductionb. Improvement in market share c. Indigenization of various components d. Reduction inforeign exchange outgo

3) Future Plan of Action

Effort is being made to make R & D more result oriented, in improving the designand quality of products and towards cost effective indigenization of components.

Specific areas include development of new products (steering systems).

4) Benefits derived as a result of above efforts a. Improvements inManufacturing methods and quality standards. b. Aiming towards self sufficiency inengineering skills for manufacturing range of steering gears and connected products. c.Development of cost effective, high performance engineering products.

C. Foreign Exchange Earnings and Outgo
a. Earnings in Foreign Exchange Rs. 9.50 million
b. Expenditure in Foreign Exchange Rs. 4.73 million
c. Value of Imports calculated on CIF basis-
- Raw Material, Components etc Rs. 423.74 million
- Capital Goods Rs. 3.67 million
For and on behalf of the Board of Directors
Pune Dinesh Munot
May 23, 2013 Chairman & Managing Director

Annexure III to the Directors' Report

Corporate Governance

1. Company's Philosophy on Corporate Governance:

The Company is fully committed to attainment of the highest levels of transparency,accountability and equity, in all facets of its operations, and in all its interactionswith its shareholders, employees, the government and its customers.

The Company believes that all its operations and actions must serve the underlyinggoals of achieving business excellence and increasing long-term shareholder value.

2. Board of Directors:

The Board of Directors consists of 12 Directors (excluding Alternate Directors) of whom3 are Executive and 9 are Non-executive. The Chairman of the Board is an ExecutiveDirector. The Non-executive

Directors are eminent professionals with experiences in various fields. The Company hasno nominee Director from any bank or financial institution.

The necessary disclosures regarding Committee positions have been made by all theDirectors. None of the Directors on the Board is a Member of more than 10 Committees andChairman of more than 5 Committees across all companies in which they are Directors.

Number of Board Meetings held and the dates on which held

The Board Meetings dates are normally pre-determined. During the year ended on March31, 2013, the Board of Directors had 4 meetings. These were held on May 16, 2012, July 28,2012, October 22, 2012 and January 29, 2013.

The information as specified in Annexure IA to Clause 49 of the Listing Agreementsentered into with BSE Limited is regularly made available to the Board, wheneverapplicable and materially significant, for discussion and consideration.

Details of Composition of the Board, category, attendance of Directors, number of othercommittee memberships are given below:

Sr. No. Name of the Director Category of Directorship Attendance Particulars

No. of other directorship and committee membership/ chairmanship

Board Meetings Last AGM Other Director- ship # Committee Member- ship Committee Chairmanship
1 Mr. Dinesh Munot (Chairman and Executive 4 Yes 11 1 -
Managing Director)
2 Mr. Jinendra Munot
(Jt. Managing Director) Executive 4 Yes 5 - -
3 Mr. Utkarsh Munot
(Executive Director) Executive 4 Yes 5 - -
4 Mr. Manish Motwani Non-Executive, Independent 3 Yes 12 - -
5 Dr. Dinesh Bothra Non-Executive 3 Yes 8 - -
6 Mr. Ludwig Rapp Non-Executive 3 No 1 - -
7 Mr. M. L. Rathi Non-Executive, Independent 3 No 10 - -
8 Dr. Hans Friedrich Collenberg Non-Executive 1 Yes 3 - -
9 Mr. Shridhar S. Kalmadi Non-Executive, Independent 3 No 4 - -
10 Mr. Ajinkya Arun Firodia Non-Executive, Independent 3 Yes 4 - -
11 Mr. Carl Magnus Backlund Non- Executive 4 Yes 2 - -
12 Mr. Jitendra A. Pandit (appointed w.e.f. 29.01.2013) Non-Executive, Independent 1 No - - -
13 Mr. Klaus Traeder (Alternate Director for Mr. Carl Magnus Backlund) Non- Executive Nil Yes 1 - -
14 Mr. B. S. Iyer Non-Executive 3 Yes 3 2 -
(Alternate Director for Dr. Hans Friedrich Collenberg)
15 Mr. D. S. Bomrah (up to 10.08.2012) Non Executive, Independent Nil No - - -

# Includes Directorship in Private Companies.

Relationship between Directors Inter-se

1. Mr. Dinesh Munot and Mr. Jinendra Munot are brothers.

2. Mr. Dinesh Munot is father of Mr. Utkarsh Munot.

3. Mr. Dinesh Munot is father-in-law of Dr. Dinesh Bothra

4. Mr. Manish Motwani is brother-in-law of Mr. Ajinkya Firodia.

3. Audit Committee:

During the year under review, the following Directors were the members of the AuditCommittee: Members: Mr. Manish Motwani Chairman, Mr. D. S. Bomrah (upto August 10, 2012),Dr. Dinesh Bothra, Mr. M. L. Rathi and Mr. Jitendra A. Pandit (with effect from January29, 2013)

All the members of the Committee are Non-Executive Directors. The role, powers andfunctions of the Audit Committee are as stated in Clause 49 of the Listing Agreement. Mr.Jitendra A. Pandit, who was appointed as a Director of the Company on January 29, 2013,was inducted into the Audit Committee and Remuneration Committee of the Company witheffect from January 29, 2013.

In addition to the members of the Audit Committee, these meetings were attended by theChairman & Managing Director, Chief Financial Officer (CFO), Internal Auditor and theStatutory Auditors of the Company. The Company Secretary acted as the Secretary to theAudit Committee.

The Committee reviews the financial statements before they are placed before the Board.

During the period under review, the Committee met 4 times on May 14, 2012, July 27,2012, October 18, 2012 and January 29, 2013. The attendance record of the members of theAudit Committee is given below:

Name of the Members Mr. Manish Motwani Mr. D. S. Bomrah (up to 10.08.2012) Mr. M. L. Rathi Mr. Jitendra A. Pandit (w.e.f. 29.01.2013)
Meetings attended 4 1 3 -

The Committee is authorized by the Board in the manner as envisaged under Clause 49(II) (C) of the Listing Agreement. The Committee has been assigned tasks as listed underClause 49(II)(D)of the Listing Agreement. The Committee reviews the information as listedunder Clause 49(II)(E) of the Listing Agreement.

The Minutes of the Audit Committee Meetings are noted by the Board of Directors at theBoard Meetings. The Chairman of the Audit Committee was present at the 32nd Annual GeneralMeeting held on July 28, 2012.

4. Remuneration Committee:

During the year under review, the following Directors were the members of theRemuneration Committee: Members: Mr. D. S. Bomrah (upto August 10, 2012), Mr. ManishMotwani, Mr. M. L. Rathi and Mr. Jitendra A. Pandit (with effect from January 29, 2013).

The Remuneration Committee has been constituted to recommend to the Board the amount ofcommission payable to each whole-time Director and periodically review and suggestrevision of the remuneration package of the Managing/ Whole time Directors, based onperformance of the Company, Statutory guidelines etc.

The Minutes of the Remuneration Committee Meetings are noted by the Board of Directorsat the Board Meetings.

During the financial year, the Committee met on May 8, 2012 and January 29, 2013. Theattendance record of the members of the Remuneration Committee is given below:

Name of the Members Mr. Manish Motwani Mr. D. S. Bomrah (up to 10.08.2012) Mr. M. L. Rathi Mr. Jitendra A. Pandit (w.e.f. 29.01.2013)
Meetings attended 2 1 1 -

Remuneration Policy

The remuneration policy is directed towards rewarding performance, based on review ofachievements on a periodical basis. The remuneration policy is in consonance with theexisting industry practice.

Details of remuneration paid to Whole-time Directors during the year ended March 31,2013 are as under:

(Amount in Rs.)

Mr. Dinesh Mr. Jinendra Mr. Utkarsh
Munot Munot Munot
Salary 10,046,400 5,116,149 3,091,200
Perquisites* 8,243,296 5,572,583 2,947,391
Commission** 3,500,000 2,000,000 2,000,000
Total 21,789,696 12,688,732 8,038,591
Tenure
From 14.12.2011 01.04.2013 01.11.2011
To 13.12.2016 31.03.2018*** 31.10.2016

*Includes Company's Contribution to Provident Fund, wherever applicable.

**Subject to the approval of Annual Accounts for the Financial Year 2012-13 by theMembers at the 33rd Annual General Meeting to be held on July 30, 2013.

*** Subject to Shareholders' approval for the re-appointment for the period 01.04.2013to 31.03.2018 in the ensuing Annual General Meeting.

Details of remuneration paid to Non-Executive Directors for the year ended March 31,2013 are as under:

The Company pays sitting fees to all the Non-Executive Directors at the rate of Rs.10,000/- for each Board Meeting and Committee meeting attended.

None of the Non-Executive Directors holds any share in the Share-capital of theCompany.

Sitting Fees
Name Board Meeting Fees Committee Meeting Fees Total Fees
(Rs.) (Rs.) (Rs.)
Mr. Manish Motwani 30,000 60,000 90,000
Dr. Dinesh Bothra 30,000 40,000 70,000
Mr. Ludwig Rapp* Nil Nil Nil
Mr. M. L. Rathi 30,000 40,000 70,000
Dr. Hans Friedrich Collenberg* Nil Nil Nil
Mr. Shridhar S Kalmadi 30,000 Nil 30,000
Mr. Ajinkya Arun Firodia 30,000 Nil 30,000
Mr. Carl Magnus Backlund* Nil Nil Nil
Mr. Jitendra A. Pandit (w.e.f. 29.01.2013) 10,000 Nil 10,000
Mr. Klaus Traeder* Nil Nil Nil
(Alternate Director for Mr. Carl Magnus Backlund)
Mr. B. S. Iyer 30,000 Nil 30,000
(Alternate Director for Dr. Hans Friedrich Collenberg)
Mr. D. S. Bomrah- Nil 20,000 20,000
(up to 10.08.2012 )

* Opted not to accept any sitting fees.

5. Shareholders’ Grievance Committee:

The Board of the Company has constituted a Shareholders' Grievance Committee,comprising Dr. Dinesh Bothra. The Committee looks into redressing of shareholders'complaints like transfer of shares, non-receipt of Annual Report, non-receipt of declareddividends, etc. and recommends measures for overall improvement in the quality of investorservices.

The total number of complaints received and replied to the satisfaction ofshareholders, during the year under review, was 13. All the complaints were replied to thesatisfaction of shareholders.

6. General Body Meetings:

Location and time for last 3 years' General Meetings were as:

Year AGM Location Dates Time Special Resolu- tions Passed
2009-10 30th AGM Regd. Office: 14.07.2010 4.30 p.m. No Special Resolution was passed.
2010-11 31st AGM Gat No. 27.07.2011 4.00 p.m.
2011-12 32nd AGM 1242/ 44, Village- Vadu- Budruk, Tal. Shirur, Dist- Pune- 412216 28.07.2012 4.00 p.m.

Postal Ballot:

During the last Financial Year, no resolution under Section 192A of the Companies Act,1956 was passed through Postal Ballot.

7. Disclosures:

a. Transactions with related parties, as per requirements of

Accounting Standard 18, are disclosed elsewhere in this Annual Report.

b. The Company has not entered into any other transaction of a material nature with thePromoters, Directors or the Management or relatives etc. that may have a potentialconflict with the interests of the Company at large.

c. With regard to matters related to capital markets, the Company has complied with allrequirements of the Listing Agreements entered into with the BSE Limited as well as theregulations and guidelines of SEBI. No penalties were imposed or strictures passed againstthe Company by SEBI, Stock Exchanges or any other statutory authority during the lastthree years in this regard.

d. Disclosures have also been received from the senior managerial personnel relating tothe financial and commercial transactions in which they or their relatives may have apersonal interest. However, none of these transactions have potential conflict with theinterests of the Company at large.

8. Risk Management Framework:

The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedures and periodical review to ensure that management controls riskthrough means of a properly defined framework.

9. Code of Conduct for Prevention of Insider Trading:

Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations 1992,as amended, the Company has adopted a Code of Conduct for Prevention of Insider Trading.The Code of Conduct is posted on the website of the Company.

This Code of Conduct is applicable to all the Directors and the senior management ofthe Company.

All the Board members and senior management of the Company have confirmed compliancewith the Code. A declaration signed by the Chairman & Managing Director is attachedand forms part of the Annual Report of the Company.

10. Reconciliation of Share Capital Audit:

As stipulated by SEBI, the Practicing Company Secretary- Mr. Shridhar G. Mudaliar (FCS6156, CP 2664) carries out the Secretarial Audit to reconcile the total Admitted Capitalwith National Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) and the total Issued and Listed Capital. This audit is carried out everyquarter and the report is submitted to the Stock Exchange as well as placed before theBoard of Directors. The audit confirms that the total Listed and Paid-up Capital is inagreement with the aggregate of the total number of Shares in dematerialized form (heldwith NSDL and CDSL) and total number of Shares in physical form.

11. Means of Communication:

The Quarterly Results of the Company are published in the following leading nationaland local language newspapers: 'Economic Times, Financial Express (English newspaper) andMaharashtra Times, Lok Satta (Marathi newspaper) The results are also displayed on thecorporate website, www.zfindia.com.

Information about the Financial Results, Shareholding Pattern are electronically filedon 'Corp Filing'. Shareholders/ Investors can view the information by visiting the websiteof www.corpfiling.co.in.

12. Management Discussion & Analysis:

The Management Discussion & Analysis is included under the Directors' Report,forming part of the Annual Report.

13. General Shareholder Information:

13.1 33rd Annual General Meeting:

Day, date and time Tuesday, July 30, 2013 at 4.00 p.m.
Venue Registered Office:
Gat No. 1242/ 1244,
Village Vadu Budruk,
Tal. Shirur, Dist. Pune- 412 216.

13.2 Financial Calendar:

The Company follows the period of April 1 to March 31, as the Financial Year. For theFinancial Year 2013-14.

Adoption of Quarterly Results for
Quarter ending In the Month of
June 30, 2013 July 2013
September 30, 2013 October 2013
December 31, 2013 January 2014
Annual Accounts May 2014
34th Annual General Meeting July 2014

13.3 Book Closure: July 23, 2013 to July 30, 2013 (both days inclusive).

13.4 Dividend Payment Date:

The dividend, as recommended by the Board of Directors, if declared at the ensuingAnnual General Meeting, will be paid on or after August 1, 2013 to those shareholderswhose names appear on the Company's Register of Members as on July 30, 2013.

13.5 Listing on Stock Exchange: The Company's Equity Shares are listed on:

BSE Limited

Phiroze Jeejebhoy Towers, 25th Floor, Dalal Street, Mumbai 400 001.

The Company has paid the listing fees up to the year 2013-14 to the BSE Limited.

13.6 Stock Code/ Symbol:

BSE 505163
International Securities
Identification Number (ISIN) INE116C01012
Corporate Identity Number (CIN)-
allotted by Ministry of Corporate Affairs L29130PN1981PLC023734

13.7 Custodial Fees to Depositories:

The annual custodial fees for the financial year 2013-14 has been paid to NationalSecurities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

13.8 Stock Market Data:

Market Price of Company’s Share at BSE BSE SENSEX
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
APRIL 2012 415.00 295.05 17,664.10 17,010.16
MAY 2012 369.95 300.50 17,432.33 15,809.71
JUNE 2012 320.00 298.00 17,448.48 15,748.98
JULY 2012 340.00 295.50 17,631.19 16,598.48
AUG 2012 309.95 291.10 17,972.54 17,026.97
SEPT 2012 320.00 291.60 18,869.94 17,250.80
OCT 2012 319.95 285.10 19,137.29 18,393.42
NOV 2012 292.45 273.15 19,372.70 18,255.69
DEC 2012 294.80 275.10 19,612.18 19,149.03
JAN 2013 296.00 253.00 20,203.66 19,508.93
FEB 2013 269.95 225.20 19,966.69 18,793.97
MAR 2013 248.00 211.00 19,754.66 18,568.43

13.9 Registrar and Transfer Agents:

The Company has appointed a SEBI registered Registrar & Transfer Agent- Link IntimeIndia Pvt. Ltd. Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple, Pune- 411001and their Mumbai Office- C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W)Mumbai- 400078 as Common Agency for share registry in terms of both physical andelectronic w.e.f April 1, 2003.

Pune Phone No. (020) 2616 1629 Fax No. (020) 2616 3503

Mumbai Phone No. (022) 2596 3838 Fax No. (022) 2594 6969

13.10 Share Transfer System:

Transfer of shares in physical form are processed by Link Intime India Pvt. Ltd. andShare Certificates are dispatched within an average period of 15 days from the date ofreceipt of request, provided the relevant documents are complete in all respects.

13.11 Shareholding Pattern as on March 31, 2013:

Category No. of Shares of Rs. 10 each Percentage of shareholding
Indian Promoters (Munot Family) 4,316,378 47.57
Foreign Promoter (ZF Lenksysteme GmbH) 2,340,000 25.79
Banks, Financial Institutions,
Insurance Companies 1,650 0.02
Mutual Funds & UTI 2,903 0.03
Private Corporate Bodies 169,927 1.87
Indian Public 2,210,015 24.36
NRIs/ OCBs 32,427 0.36
Total 9,073,300 100.00
No. of Shareholders 2013 2012
as on March 31 8,330 8,439

Distribution of Shareholding (as on March 31, 2013)

No. of Shares held (Face Value of Rs, 10 each) No. of Share- holders % to total No. of share- holders No. of Shares held % to total No. of Shares
1- 500 7,472 89.70 943,278 10.40
501- 1000 473 5.68 357,180 3.94
1001-5000 331 3.97 659,563 7.27
5001-10000 19 0.23 127,382 1.40
10001 & above 35 0.42 6,985,897 76.99
Total 8,330 100.00 9,073,300 100.00

13.12 Dematerialization of Shares & Liquidity:

The details of Equity shares dematerialized and those held in physical form as on March31, 2013 are given hereunder:

Particulars of Equity Shares Equity shares of Rs. 10 each Shareholders
Number % of total Number % of total
Dematerialized
form
NSDL 7,618,949 83.97 4,774 57.31
CDSL 1,005,305 11.08 2,065 24.79
Sub-total 8,624,254 95.05 6,839 82.10
Physical Form 449,046 4.95 1,491 17.90
Total 9,073,300 100.00 8,330 100.00

Considering the advantage of dealing in securities in electronic/ dematerialized form,shareholders still holding shares in physical form are requested to dematerialize theirShares at the earliest. For further information/ clarification/ assistance in this regard,please contact Link Intime India Pvt. Ltd., Registrar and Share Transfer Agents.

As per the directions of SEBI, Equity Shares of the Company can be traded by all theinvestors only in dematerialized form. The Company's Shares are traded on BSE.

13.13 Outstanding GDR, ADR or Warrants:

There are no GDR, ADR or any Convertible instruments pending conversion or any otherInstrument likely to impact the equity share capital of the Company.

13.14 Disclosure with respect to shares lying in suspense account:

Particulars Shareholders Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 218 17,904
Number of shareholders who approached the Company for transfer of shares from suspense account during the year 1 150
Number of shareholders to whom shares were transferred from suspense account during the year 1 150
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year 217 17,754

The voting rights on the shares lying in suspense account are frozen till the rightfulowner of Such shares claim the shares.

13.15 Status of compliance with non-mandatory requirements:

1. The Company has constituted a Remuneration Committee of Directors comprising ofIndependent Directors. The details of the Committee have been mentioned earlier in thisReport.

2. Since the Financial Results are published in leading newspapers as well as promptlydisplayed on the Company's website and www.corpfiling.co.in website, the results are notsent to each household of the shareholders.

13.16 Plant Locations:

Segment Address
Auto Gat No. 1242/ 44, Village Vadu-Budruk,
Components Tal. Shirur, Dist-Pune-412 216.(Maharashtra)
Solar Power Plot No. 45 & 46, Survey No. 152/1,
Project Charanka, Santalpur, Patan (Gujarat)
Wind Power 1. Supa Site- At Post- Kavadya Dongar,
Projects Supa, Tal. Parner, Dist. Ahmednagar
(Maharashtra)
2. Satara Site- At Post- Vankusavade,
Tal. Patan, Dist. Satara (Maharashtra)
3. Sadawaghapur Site-
At Post- Sadawaghapur. Tal. Sadawaghapur,
Dist. Satara (Maharashtra)

13.17 Address for Investor Correspondence:

For transfer/ dematerialization of shares

Link Intime India Pvt. Ltd.

(Formerly Intime Spectrum Registry Ltd.) 202 A-Wing, Second Floor, Akshay Complex, OffDhole Patil Road, Pune- 411 001 Phone- (020) 26161629 Fax- 26163503 E-mail-pune@linkintime.co.in

For payment of dividend and other correspondence

Corporate Office & Secretarial Department:

601& 602, 'A' Wing, 6th Floor, MCCIA Trade Tower, International Convention Centre,403-A, Senapati Bapat Road, Pune- 411 016 E- Mail: satish.mehta@zfindia.com Phone- (020)30211600 / 606/650 / 628

For and on behalf of the Board of Directors
Pune Dinesh Munot
May 23, 2013 Chairman & Managing Director
   

Peer Comparison

Company Market Cap
(Rs. in Cr.)
P/E (TTM)
(x)
P/BV (TTM)
(x)
EV/EBIDTA
(x)
ROE
(%)
ROCE
(%)
D/E
(x)
Bosch 41,581.92 43.72 6.61 18.50 14.9 19.6 0.03
Motherson Sumi 31,488.24 58.82 16.61 14.40 32.5 29.2 0.65
Exide Inds. 13,706.25 26.70 3.70 11.94 13.7 20.3 0.00
Amara Raja Batt. 8,383.72 23.26 6.15 10.82 30.3 40.2 0.07
WABCO India 6,488.97 57.55 8.59 19.04 16.7 22.5 0.00
Amtek Auto 5,550.25 19.55 1.16 6.51 5.3 5.3 1.17
Sundaram Clayton 2,676.32 55.17 7.79 10.01 16.9 13.4 1.22
Amtek India 2,550.75 10.99 1.14 7.06 7.8 7.6 1.65
Federal-Mogul Go 1,445.82 69.31 3.45 10.44 5.0 8.5 0.49
Suprajit Engg. 1,405.80 31.32 7.06 10.63 26.2 27.5 0.62
Bosch Chassis 1,238.98 0.00 3.07 0.00 -8.2 -6.1 0.08
Banco Products 935.94 17.59 2.40 6.09 10.7 12.4 0.41
Automotive Axles 932.97 72.56 3.33 6.47 4.6 8.1 0.19
Wheels India 908.11 31.96 2.50 6.51 12.8 14.9 1.62
Minda Corp 749.40 34.43 2.60 10.51 10.3 12.5 0.38

Futures & Options Quote

 
Expiry Date
NA
Instrument: NA
Expiry Date: NA
Strike Price: NA
Open Price: NA
Average Price: NA
No. of Contracts Traded: NA
Open Interest: NA
Underlying: NA
Option Type: NA
Market Lot: NA
Previous Close: NA
Day’s High | Low: NA | NA
Turnover (Cr.): NA
Open Int. Change: NA | NA
View detailed F& O quotes >>

Key Information

Key Executives:

Dinesh Munot , Chairman & Managing Director  

Jinendra Munot , Joint Managing Director  

Utkarsh Munot , Executive Director  

Manish Motwani , Director  


Company Head Office / Quarters:
Gat No 1242 & 1244,
Vadu Budruk Shirur Taluka,
Pune,
Maharashtra-412216
Phone : 91-2137-252223/252433/252459
Fax : 91-2137-252302
E-mail : satish.mehta@zfindia.com
Web : http://www.zfindia.com
Registrars:
Link Intime India Pvt Ltd
BNo 202 Akshay Compl
Off Dhole Patil Road
Near Ganesh Mandir
Pune-411001

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