To the Members,

Your Directors have pleasure in presenting the Fifty third Annual Report and the Company’s audited financial statements for the financial year ended March 31, 2015.

1. FINANCIAL RESULTS

The Company’s financial performance, for the year ended March 31, 2015 is summarized below:

(Rs. in lacs)
PARTICULARS Year ended 31.03.2015 Year ended 31.03.2014
Gross Income 7840.83 17196.58
Less : Excise Duty 350.86 1251.28
Net Income 7489.97 15945.30
Profit/(Loss) before Interest, Depreciation and Taxation (5059.38) (11652.80)
Interest and Finance Expenses 919.62 2071.01
Profit/(Loss) before Depreciation and Taxation (5979.00) (13723.81)
Depreciation 629.17 651.60
Profit/(Loss) for the Year before Taxation (6608.17) (14375.41)
Less: Provision for Taxation :
Current Tax - -
Deferred Tax - -
Wealth Tax - 1.17
Tax in respect of earlier years - -
- 1.17
Profit for the year (PAT) (6608.17) (14376.57)
Exceptional Item (Advanced related to discontinued project Written off.) 659.25 5602.88
Profit transferred to reserves and surplus. (7267.42) (19979.45)

2. THE RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS : The highlights of the company’s performance are as follows:

During the year under review, the net income of the Company has reduced to Rs. 7489.97 lacs as compared to Rs. 15945.30 lacs of previous year due to decline in sales. Loss after Tax for the financial year stood at Rs. 7267.42 lacs as against the Loss of Rs. 19979.45 lacs of previous year. Since the net worth of the Company has been fully eroded resulting into negative net worth, the Company has become sick under the provisions of Sick Industrial Companies (Special Provisions ) Act, 1985 .

3. DIVIDEND

In view of huge losses and financial crunches, your Directors have not recommended dividend for the year ended March 31, 2015.

4. EXPORT PERFORMANCE

Exports turnover reduced to Rs.1836.46 lacs for the year ended 31st March, 2015 as compared to Rs. 5333.14 lacs of previous year.

5. LOCK - OUT AT KHOPOLI UNIT

Lock-out, declared by the management at its Khopoli unit in November, 2013 is still continuing.

6. POSSESION OF IMMOVABLE ASSETS AT KHOPOLI UNIT UNDER SECURITISATION & RECONSTRUCTION OF FINANCIAL ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002. (SARFAESI).

Pursuant to Company’s account becoming NPA, consortium of banks led by State Bank of India had moved its application to District Collector Alibaug for Physical possession of Company’s immovable property at Khpoli unit. As the same was contested by the company and Hence, matter of physical possession of the above property is subjudice.

7. SHARE CAPITAL

The Paid up Equity Share capital as on 31/03/2015 was Rs. 13128.04 lacs. During the year under review, the company has not issued with differential voting rights or granted stock options or issued sweat equity.

8. VOLUNTARY DELISTING OF EQUITY SHARES FROM ONE EXCHANGE OUT OF TWO EXCHANGES

With a view to avoid unnecessary financial and administrative burden due to compliance and non compliance of various clauses of Listing Agreement from time to time and payment / non payment of listing fee, the Board has decided to delist equity shares of the company voluntarily from the National Stock Exchange of India (NSE) and continue its listing only with the Bombay Stock Exchange (BSE), Mumbai.

9. SUBSIDIARY COMPANY

The Accounts of the wholly owned subsidiary companies, M/s. Zenith (USA) Inc., and M/s. Zenith Middle East FZ LLC have been received by the Company and a statement pursuant to Section 129 of the Companies Act, 2013, forms part of this Annual Report.

10. FIXED DEPOSITS:

(i) Details of Deposits Accepted u/s. 58A of the Companies Act, 1956.

The Company has outstanding deposits accepted u/s 58A of the Companies Act,1956 and Rules thereunder under Companies (Acceptance of Deposits) Rules, 1975 . Accordingly, the details relating to deposits covered under the Companies Act,1956 are given below:

(Rs. In Lacs.)
Deposits at the beginning of the year i.e. 01.04.2014 2981.66
Deposits accepted during the year 2014-15 Nil
Deposits remained unpaid or unclaimed as at the end of the year i.e.31.03.2015 2805.20
Whether there has been any default in repayment of deposits or payment of interest thereon during the year 2014-15 and if so, number of such cases and the total amount involved
Deposits :
(i) At the beginning of the year(as on 01.04.2014) 2981.66
(ii) Maximum during the year( 2014-15) 2981.66
(iii) At the end of the year( as on 31.03.2015) 2805.20
Interest:
(i) At the beginning of the year(as on 01.04.2014) 403.30
(ii) Maximum during the year( 2014-15) 473.00
(iii) At the end of the year( as on 31.03.2015) 701.60

(ii) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

The Company has not accepted any deposits under Companies (Acceptance of Deposits) Rules, 2013. Accordingly, the details relating to deposits, covered under Chapter V of the Companies act,2013 are not given. Therefore, there are no deposits which are not in compliance with the requirements of Chapter V of the companies Act,2013

11. Reference to Board for Industrial and Financial Reconstruction (BIFR)

Since the net worth of the company has eroded fully and has become negative, the company is in process of making reference under section 15 of Sick Industrial Companies (Special Provisions ) Act, 1985 to BIFR.

12. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. Vide Annexure - A

13. CORPORATE GOVERNANCE

Your Company will continue to strive to incorporate best of standards for good corporate governance. As a listed Company, all required measures are taken to comply with the agreement entered with the Stock Exchanges. A separate report on Corporate Governance along with a Certificate of Compliance from the Practicing Company Secretary forms part of this report vide Annexure – B.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2014-15

15. AUDITORS

a) Statutory Auditors:

M/s Thakur Vaidyanath Aiyar &Co (ICAI Firm Registration No. 000038N), Chartered Accountants, Mumbai were appointed as the statutory auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on September 27, 2014.

As per provisions of Section 139(1) of the Act, their appointment for the above tenure is subject to ratification by members at every AGM. It is proposed to ratify the appointment of M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants, as Statutory Auditors of the Company from the Conclusion of the ensuing AGM till the conclusion of the next Annual General Meeting.

b) Internal and Management Auditors:

The Company has appointed M/s. Chokshi & Chokshi LLP, Chartered Accountants as its Internal and Management Auditors to carry out the Internal Audit of various operational Areas of the company.

c) Cost Auditors:

The Board had appointed M/s.Y.R.Doshi & Co. Cost Accountants as the Cost Auditor for the year ended up to 31st March 2016 at a remuneration of Rs. 1, 00,000/- subject to ratification by the members in the ensuing Annual General Meeting.

16. Secretarial Auditors’ report

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. Roy Jacob & Co. Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit report is annexed herewith this report vide Annexure-C. The qualification / adverse remark in the report of Secretarial Audit have been explained by the Board in its Directors’ Report.

17. AUDITOR’S REMARK

The Board of Director’s explanation to auditor’s remark is as follows:

(i) Explanation for Statutory Auditor’s Remark

Sr. No. Statutory Auditor’s Remark Directors’ explanation
1 With reference to Note no. 44 regarding the non provision by the company of the interest amounting to Rs. 32.70 crores on its working capital facilities from banks during the year. Had this amount been provided for, the loss would have been higher by Rs. 32.70 crores and Secured loans would have been higher by an amount of Rs. 32.70 crores. The Company is trying for One Time Settlement (OTS) with the banks. Hence, it is felt prudent for not providing for interest after the accounts became NPA.
2 The Company has not complied with the provisions of sections 74 or any other relevant provisions of the Act and the Companies (Acceptance of Deposits) Rules 2014 with regard to non-repayment of deposits and interest on due date, maintenance of liquid assets to the extent required as well as not fully complying with the orders passed by the Company Law Board. On account of huge losses and negative net worth, there was financial crunch. Hence,
(i) as required u/s section 74 of the Companies Act, 2013, the Company could not pay its outstanding deposits as on 31.03.2014, within a period of one year i.e. by 31.03.2015.
(ii) could not maintain liquid assets
(iii) could not comply fully with the orders passed by the Company Law Board u/s section 58A(9) of the Companies Act,1956.
3 With reference to Note no. 42 regarding the company not having the balance confirmations for its party balances and hence our inability to state whether these balances are recoverable / payable to the extent stated. The Company is taking steps to obtain balance confirmation from its parties. However, it will not have any material impact on the state of affairs of the Company.
4 According to the information and explanations given to us and the records of the Company examined by us, in our opinion except for dues in respect of Dividend Distribution Tax, Tax Deducted at source, Professional Tax, Tax Collected at Source, Service Tax and Provident Fund, the Company is generally regular in depositing the undisputed statutory dues including Wealth Tax, Excise Duty Custom Duty,Cess and other material statutory dues, as applicable, with the appropriate authorities. The following balances remain in arrears as at the last day of financial year for a period exceeding six months from the date they become payable: The Company has complied with the deposits of taxes now except the Tax deducted at source, Tax collected at source, Service tax, dividend distribution tax and interest on dividend distribution tax
Tax Deducted at Source Rs. 1846145
Profession Tax Rs. 20550
Tax Collected at Source Rs. 40763
Service Tax Rs. 158043
Provident Fund Rs. 579895
Dividend Distribution
Tax Rs. 35908091
Interest on Dividend
Distribution Tax Rs. 16158641

(ii) Explanation for Secretarial Auditor’s Remark

Sr. No. Secretarial Auditor’s Remark Directors’ explanation
1 Company has not filed Annual Accounts for the Financial ended 31st March 2014 with the Registrar of Companies. Due to lock-out at one of our unit at Khopoli, the relevant data required for XBRL filing of Accounts could not be gathered, hence it could not be compiled. The Management is in the process of getting the required information . The accounts would be filed very soon.
2 i) Annual Return filed with delay of 18 days and the same is not yet approved by MCA. Due to administrative reason, the filing was delayed.
ii) Delay in filing DIR 12 in respect of change in Directors beyond 30 days. Due to administrative reason, the filing was delayed.
iii) Delayed in Crediting the amounts to Investors (Education and protection) Fund. Due to Banker’s (where dividend account was opened) administrative problem, there was delay.
iv) Filed Form5INV with delay beyond 90 days. Due to Banker’s (where dividend account was opened) administrative problem, there was delay.
3 Has not complied with the provisions of section 149 in respect of appointment of women Director during the audit period. The management was not able to get right person to be appointed as woman Director. However, the Company has appointed woman Director on 21.04.2015
4 i) The video records as produced by the management in respect of Board meeting held on 14th June 2014 is not reviewable The participation of director through video conference was recorded through Laptop camera. Unfortunately, due to technical reason, the harddisk of laptop got crashed. Hence, the video could not be reviewed properly.
ii) Not complied with the provisions of clause 38 of the listing agreement in respect of payment of Listing Fees. On account of huge losses and negative net worth, there was financial crunch. Hence,listing fee could not be paid.
iii) Audited financial Results for the year/quarter ended 31st March 2014 was approved on 14/08/2014. The meeting could not be held in time due to non-availability of Independent Director for convening of meeting of audit Committee. Hence Board of Directors could not consider for approval.
iv) Share Holding Pattern for the quarter 30/09/2014 submitted with a delay of 13 days Due to huge losses and financial crunch, Company could not pay dues of Depositories as well as RTA. The benpose was not made available. Hence there was delay .
v) Certificate under clause 47 of the listing agreement and Reconciliation of Share Capital Audit Report for the quarter ended 30/09/2014 is submitted on 24/11/2014. Due to huge losses and financial crunch, Company could not pay dues of Depositories as well as RTA. The benpose was not made available. Hence there was delay.
vi) Has not complied with the provisions of Clause 49 III B, in respect of meeting of Audit Committee Meetings. Company held 4 meeting of Audit Committee, including the 2 meetings held on 14th August 2014 at a time gap of 1.5 hour. Further the gap between two Audit Committee meetings held during the audit period elapsed for more than 4 months The meeting could not be held in time due to non-availability of Independent Director for convening of meeting of audit Committee.

18. Directors and key managerial personnel

During the year under review, the following Directors resigned from the office of Directorship:

(i) Shri Yashovardhan Birla, Chairman, stepped down from the Board of the Company on August 14, 2014. He was associated with the Company for over two decades The Board places on record its appreciation of the invaluable contribution and guidance provided by him.

(ii) Shri Pushkar Natu resigned w.e.f. 14.08.2014 (iii) Shri Rubeen Malkani resigned w.e.f. 14.08.2014 (iv) Shri Jignesh Mehta resigned w.e.f. 14.08.2014

During the year under review, the Members approved the appointment of:

(i) Mr Ashish Mahendrakar(DIN: 03584695)as Non-Executive Non-Independent Director (Resigned w.e.f. 12.08.2015)

(ii) Mr Satish Jadhav(DIN: 06941520) as Non-Executive,Independent Director (Resigned w.e.f. 12.08.2015)

(iii) Mr Ameya Jagushte (DIN: 06947645) as Non-Executive,Independent Director (Resigned w.e.f. 02.12.2014) The following persons have been appointed as Additional Director after the last

Annual general Meeting:

(i) Mr Anirudh Waghmare (DIN: 06986239) w..e.f. 30.09.2014 who holds office upto the date of ensuing Annual General Meeting.

(ii) Mr Ashok Saaliayan (DIN: 07031046) w.e.f. 01.12.2014. He holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. He qualifies the criteria of Independent directorship The Company has received notice u/s 160 of the Companies Act,2013 from a shareholder of the company proposing his Candidature for the office of the Director as Independent Director.

(iii) Mrs. Minal Pote(DIN: 07163539) w.e.f. 21.04.2015. She holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. She qualifies the criteria of Independent directorship The Company has received notice u/s 160 of the Companies Act,2013 from a shareholder of the company proposing her Candidature for the office of the Director as Independent Director.

(iii) Mr Harish Kori (DIN: 07139454) w.e.f. 05.08.2015. He holds office of the Additional Director up to the ensuing Annual General Meeting of the Company. The Company has received notice u/s 160 of the Companies Act,2013 from a shareholder of the company proposing his Candidature for the office of the Director .

Pursuant to the provisions of Section 203 of the Act, Mr. Pushkar Natu was appointed as Chief Executive Officer, being Key Managerial Personnel, w.e.f. 14.08.2014

19. Number of meetings of the board

Four meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

20. Board evaluation

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

21. Declaration of Independence

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement.

22. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act, has been disclosed in the corporate governance report, which forms part of the directors’ report.

23. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.

24. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

25. Risk management

The Board of the Company has framed the risk management policy to implement and monitor the risk management plan for the Company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

26. Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

27. Transactions with related parties

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure D in Form AOC-2 and the same forms part of this report.

28. Material Changes and Commitments occurred between the end of financial year under review and the date on this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

29. Statement pursuant to Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 on conservation of energy, technology absorption, foreign exchange earnings & outgoings Statements pursuant to Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 on conservation of energy, technology absorption, foreign exchange earnings & outgoings are annexed as annexure "E " and forms part of this report.

30. Vigil Mechanism/Whistle Blower Policy

The Company has adopted Vigil Mechanism/Whistle Blower Policy, which was approved by the Board of Directors of the Company. The said policy provides a formal mechanism for all employees of the Company to approach Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud and violation of the Company’s Code of Conduct and Business Ethics. Under the Policy, each employee of the Company has an assured access to the Chairman of the Audit Committee.

31. Corporate social responsibility

Since the Company does not qualify any of the criteria as laid down in section 135(1) of the Companies Act, 2013 with regard to Corporate Social Responsibility, provisions of section 135 are not applicable to the Company.

32. Extract of annual return

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure F in the prescribed Form MGT-9, which forms part of this report.

33. Material Orders Passed by the Regulators / Courts / Tribunals :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future..

34. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year; As Directors are not paid any remuneration, except the sitting fees, hence, this clause is not applicable.

(ii) The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer Company Secretary in the financial year;

Directors*, Chief Executive Officer, Chief Financial Officer and Company Secretary % increase in the remuneration in the financial year
**Shri Pushkar Natu, C.E.O. (w.e.f. 14-08-2014) -
Shri B. Girvanesh, C.F.O. Nil
Shri Vimal Prakash Dubey, Company Secretary Nil

* Since Directors are not paid any remuneration except sitting fees, hence, details for them are not given.

** Since this information is part of the year, the same is not comparable.

(iii) the percentage increase in the median remuneration of employees in the financial year: (68.41%)
(iv) the number of permanent employees on the rolls of company: 367

(v) the explanation on the relationship between average increase in remuneration and company performance:

On an average, employees received an annual increase of 8%. The individual increments varied from 6% to 10%, based on individual performance.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2014-15 Rs. In lacs 30.37
Revenue(Rs. in lacs) 7489.97
Remuneration of KMPs( as % of revenue) 0.41
Profit before Tax (PBT) ( Rs. In lacs) (6608.17)
Remuneration of KMPs( as % of PBT) Not applicable*

* Since there is loss, hence not applicable.

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year

Particulars March 31, 2015 March 31, 2014 % Change
Market capitalization (in Rs.) 12,07,78,012 13,12,80,448 (8)
Price Earnings ratio (4.18) (0.06) (6866)

(viii) percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year;

Particulars March 31, 2015 October 20, 2006 (IPO) % Change
Market Price (BSE)Rs. 0.92* 55 (98.32)
Market Price (NSE)Rs. 0.90* 55 (98.36)

* price based on number of shares including 4,24,41,904 shares issued on various ground after the IPO .

(ix) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average annual increase was around 8%.

(x) comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Shri Pushkar M. Natu, C.E.O. Shri B. Girvanesh C.F.O. Shri Vimal Prakash Dubey Company Secretary
Remuneration in FY 2014-15 (Rs. in Lacs) 15.17 7.97 7.23
Revenue (Rs. in Lacs) 7489.97 7489.97 7489.97
Remuneration as of % of revenue 0.20 0.11 0.09
Profit Before tax (PBT) (in Lacs) (6608.17) (6608.17) (6608.17)
Remuneration (as % of PBT) Not Applicable* Not Applicable* Not Applicable*

Since there is loss, hence not applicable.

(xi) the key parameters for any variable component of remuneration availed by the directors;

Since no remuneration has been paid to Directors except fee for attending Meetings, hence not applicable.

(xii) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year;

Since no remuneration has been paid to Directors except fee for attending Meetings, hence not applicable.

(xiii) affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms that the remuneration is as per the remuneration policy of the Company.

(xiv) As none of the employees is drawing remuneration not less than Rs. 60 lacs p.a. or Rs. 5 lacs p.m., if employed for the part of the year. Hence, the statement containing particulars of employees as required under Section 197(12) of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable. 35. Disclosure pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & Units of the Company. During the Financial Year 2014-15, there were no cases filed under the said Act

36. PERSONNEL

Your Directors also wish to place on record their deep sense of appreciation to the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

37. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institution, banks, Government authorities, customers, vendors and members during the year under review.

For and on behalf of the Board
Place: Mumbai Ashok Saaliyan Harish Kori
Date: 14.08.2015 Director Director
(DIN: 07031046) (DIN:07139454 )

Annexure – C 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 No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Zenith Birla (India) Limited

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s.Zenith Birla (India) Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder, except which are specifically mentioned therein and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under;

a) Company has not filed Annual Accounts for the Financial ended 31st March 2014 with the Registrar of Companies.

b) The company had filed/Complied:

i) Annual Return filed with delay of 18 days and the same is not yet approved by MCA.

ii) Delay in filing DIR 12 in respect of change in Directors beyond 30 days.

iii) Delayed in Crediting the amounts to Investors (Education and protection) Fund.

iv) Filed Form 5INV with delay beyond 90 days.

c) Default under section 58A of the Companies Act, 1956 for non-payment of public deposit and interest due thereon in continuing during the period of Audit also. An application under section 74(2) of the Companies Act, 2013 to the Company Law Board for extension of period of repayment was filed on 31st March 2015.

d) Has not complied with the provisions of section 149 in respect of appointment of women Director during the audit period.

e) All members of the Board resigned on 14/08/2014 showing the disqualification under section 164(2) of Companies Act, 2013 as reason for resignation and the promoters of the Company under section 167(3) of the Act, appointed required minimum number of Directors to hold the office till the next Annual General Meeting.

f) The video records as produced by the management in respect of Board meeting held through video conferencing on 14th June 2014 is not reviewable.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: Not applicable to the Company during the Audit period

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and which are applicable to the company:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) 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 Disclosure Requirements) Regulations, 2009: Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not Applicable to the Company during the Audit Period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 : Not Applicable to the Company during the Audit Period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client.

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: : Not Applicable to the Company during the Audit Period

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: : Not Applicable to the Company during the Audit Period

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

a) Not complied with the provisions of clause 38 of the listing agreement in respect of payment of Listing Fees.

b) Audited financial Results for the year/quarter ended 31st March 2014 was approved on 14/08/2014.

c) Share Holding Pattern for the quarter 30/09/2014 submitted with a delay of 13 days.

d) Certificate under clause 47 of the listing agreement and Reconciliation of Share Capital Audit Report for the quarter ended 30/09/2014 is submitted on 24/11/2014.

e) Has not complied with the provisions of Clause 49 III B, in respect of meeting of Audit Committee Meetings. Company held 4 meeting of Audit Committee, including the 2 meetings held on 14th August 2014 at a time gap of 1.5 hour. Further the gap between two Audit Committee meetings held during the audit period elapsed for more than 4 months.

Based on our such examination and further based on the Representation of the Management of the Company, the Company has during the period under review complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except the non compliances given in respective paragraphs.

I/we further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views if any are captured and recorded as part of the minutes.

I/we further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

For Roy Jacob & Co
Company Secretary
Place: Mumbai Sd/-
Date: 12/08/2015 (Roy Jacob)
Proprietor
ACS No.18815
C P No.: 8220

ANNEXURE-D

AOC-2

(Pursuant to 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arm’s length basis None
2. Details of contracts or arrangements or transactions at Arm’s length basis None

 

For and on behalf of the Board

Sd/- Sd/-
Ashok Saaliyan Harish Kori
Director Director
(DIN: 07031046) (DIN: 07139454)
Place: Mumbai
Date: 14th August, 2015.

ANNEXURE-E

Statement pursuant to Section 134(3)(m) of the Companies Act,2013 read with Rule 8(3) of the Companies (Accounts) Rules,2014 on conservation of energy, technology absorption, foreign exchange earnings & outgoings

(A) Conservation of energy-

(i) the steps taken or impact on conservation of energy; Reorientation of power distribution to minimize losses

(ii) the steps taken by the company for utilising alternate sources of energy;

NIL

(iii) the capital investment on energy conservation equipments;

Nil

(B) Technology absorption-

(i) the efforts made towards technology absorption; Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution; Nil

(ii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N/A

(a) the details of technology imported; (b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; (iii) the expenditure incurred on Research and Development.

Nil

(C) Foreign exchange earnings and Outgo

(Rs. In Lacs)
2014-15 2013-14
Total Foreign Exchange Earnings(earned) 18.36 5333.14
Total Foreign Exchange Outgo(Used) 153.10 12.35