Zenith Steel Pipes & Industries Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting the 58th Annual Report and the Companys audited financial statements for the financial year ended March 31, 2020.

1. FINANCIAL RESULTS

CONSOLIDATED STANDALONE
PARTICULARS YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
31-03-2020 31-03-2019 31-03-2020 31-03-2019
Revenue from operation 10,137.79 18,362.90 6,164.30 13,895.06
Other Income 1,382.80 1,377.86 762.19 1,112.59
Total Income 11,520.59 19,740.76 6,926.49 15,007.65
PBDIT (1,478.55) (10,027.75) (1,501.94) (9,990.94)
Interest & Finance Exp. 466.21 728.94 406.46 679.69
PBDT (1,944.76) (10,756.69) (1,908.39) (10,670.63)
Depreciation 889.70 601.26 889.70 601.26
PBT (2,834.46) (11,357.95) (2,798.10) (11,271.89)
Less: Current tax - - - -
Deferred Tax Liability - - - -
Profit After tax (PAT) (2,834.46) (11,357.95) (2,798.10) (11,271.89)
Other Comprehensive Income (0.46) 688.99 (0.46) 688.99
Exceptional Expenses - 658.88 - 658.88
Profit transferred to reserve (2,834.92) (11,327.83) (2,798.56) (11,241.78)

2. OPERATING AND FINANCIAL PERFORMANCE

The revenue from operations for the year has been Rs.6164.30 Lakh as against Rs.13895.06 Lakh in the previous year. Revenue from operations affected due to continued stiff competition in the market and recessionary trend. The Company also operated at lower capacity utilization due to shortage of working capital which has also impacted the profitability of the Company for the year. Production cost also pushed up due to exorbitant increase in input cost. Your Company has taken several remedial steps to meet the challenges viz. measures in saving cost at all front of operations; optimize use of available resources etc. In absence of profits, your directors are unable to declare any dividend for the year under review. The Company considered the advance given to its subsidiary was doubtful for recovery due to financial meltdown in the Middle East. Hence the board of directors have decided to make provision for such advance

3. DIVIDEND

In view of huge losses and financial crunches, your Directors have not recommended dividend for the year ended March 31, 2020

4. EXPORT PERFORMANCE

Exports turnover increased to 1.52 Cr. for the year ended 31st March, 2020 as compared to Rs.11.41 Cr in 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 IMMOVABLEASSETSAT KHOPOLI UNIT UNDER SECURITISATION & RECONSTRUCTION OF ASSETS AND ENFORCEMENT OF SECURITY INTEREST ACT, 2002 (SARFAESI).

Pursuant to Companys account becoming NPA, consortium of banks led by State Bank of India had moved its application to District Collector Alibaug for Physical Possession of Companys immovable property at Khopoli unit. As the same was contested by the company and matter is sub judice in DRT court. Meanwhile State Bank of India sold their loan Account to Asset Reconstruction Company.

7. SHARE CAPITAL

There has been no change in the Share Capital of the Company during the financial year ended 31st March, 2020.

8. CHANGE IN THE NATURE OF BUSINESS

The is no change in the nature of the business of the Company during the year.

9. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF THE FINANCIAL YEAR.

There have been no material changes and commitments, which effect the financial position of the company which have occurred between the end of financial year to which the financial statement relate and the date of this report.

10. EMPLOYEE STOCK OPTIONS PLAN

No shares have been allotted under the ESOP till date. The Company has not granted any stock options during the financial year ended 31st March, 2020.

11. SUBSIDIARY COMPANY

The Company has two wholly owned subsidiaries at UAE and USA which has been setup to develop the overseas market for the Company.

The Accounts of the wholly owned Subsidiaries, namely Zenith (USA) Inc. and Zenith Middle East FZ LLC for the year ended 31st March, 2020 have been received by the Company and a statement pursuant to section 129 of the Companies Act, 2013, forms part of this Annual Report. Your Directors have pleasure in enclosing the consolidated financial statements of the Company in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Indian Accounting standards issued by the Institute of Chartered Accountants of India.

In compliance with the general circular issued by Ministry of Corporate Affairs (MCA), Government of India, the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary are not attached hereto. As per the general exemption, a statement containing brief financial details of the Companys subsidiary for the year ended 31st March, 2020, is included in this Annual Report. The Annual Accounts of the subsidiary and the related detailed information will be made available to any Member of the Company/its subsidiary seeking such information at any point of time and are also available for inspection by any Member of the Company/its subsidiary at the Registered Office of the Company/its subsidiary.

12. 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 made thereunder under Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the details relating to deposits covered under the Companies Act, 1956 are given below:

1. Deposits Accepted during the year NIL
2. Deposits remained unpaid or unclaimed as at end of the year 2198.54
3. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved: Principal Interest
I. At the beginning of the year 2,198.82 2,080.65
ii. Maximum during the year 2,198.82 3,432.88
III. At the end of the year 2,198.54 3,432.88
4. The details of deposits which are not in compliance with the requirements of Chapter V of the Act

Not Applicable

(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

13. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,015, a separate section on Management Discussion and Analysis Report which also includes further details on the state of affairs of the Company and Corporate Governance Report, as approved by the Board of Directors is attached herewith Annexure ‘A of this report

14. CORPORATE GOVERNANCE

A report on Corporate Governance along with the Compliance Certificate from the Practicing Company

Secretary is annexed hereto and forms part of this report as Annexure ‘B.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of the Company state as under that:

1. In the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. The selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company for the financial year ended 31st March, 2020 and the Loss of the Company for the financial year ended 31st March, 2020.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a ‘going concern basis;

5. Internal financial controls had been laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6. Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. AUDITORS a) Statutory Auditors

M/s. Thakur, Vaidyanath Aiyar & Co, Chartered Accountants, Mumbai will retire as auditors of the Company, at the conclusion of the ensuing Annual General meeting after completion of 10years of Audit in this Company. Pursuant to the provisions regarding rotation of auditors, M/s. Thakur, Vaidyanath Aiyar & Co, is not eligible for re-appointment.

Based on the recommendation of the Audit Committee, the Board of Directors proposes the re-appointment of M/s. CKSP and CO LLP, Chartered Accountants, Mumbai (Firm Registration Number: 131228W/ W100044) as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting for the Financial Year 2020-21.

b) Internal and Management Auditors:

The Company has appointed M/s. Kaushik Shahukar & Co., 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 F.Y. 2020-21 at a remuneration of RS.75, 000/-subject to ratification by the members in the ensuing Annual General Meeting.

17. SECRETARIAL AUDITORS REPORT

Secretarial Audit by Anil Somani Company & Associates, Practicing Company Secretary (CP no. 13379) is attached herewith as an ‘Annexure C to this Report.

18. AUDITORS REMARK

The Board of Directors explanation to auditors remark is as follows (i) Explanation for Statutory Auditors Remark

Sr. No. Statutory Auditors Remark Directors explanation
1 The Company has not complied with the provisions of the section 74 or any other relevant provisions of the Act and the Companies (Acceptance of De- posits) 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. The company has taken action on priority to clear the dues of deposit holders who are incapacitated and to comply with the orders of existing authorities. For the rest, the company has already started the process of settling their dues through sale proceeds of the assets sold by MPID court of the other Company who has given NOC for using the amount towards repayment of the Fixed Deposits of the Zenith Steel pipes & Industries Limited (formerly known as Zenith Birla (India) Limited) and will complete it before the end of Financial Year 2020-21
2 Balance of Sundry Creditors, Debtors, Loans and Advanc- es, deposits, inter units etc being not confirmed by the parties/units and hence our inability to state whether these balance are recoverable/payable to the extent stated. Reconciliation of balances of sundry creditors are an ongoing basis and the figures would be ascertained only when the reconciliation is finalised. 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.

 

3 The Company has accumulated losses exceeding the Share Capital and Reserves and its net worth has been fully eroded. These conditions along with other matters indicate the existence of a material uncertainty that may cast significant doubt about the concern concept holds good. On account of strategic understanding with suppliers/ customers, which is continuing, the Company is on revival mode and is operating its some of the units. In view of the same go- ing
Companys ability to continue as a going con- cern. However the financial statements of the Company have been prepared on a going concern basis for the reasons stated in the said note.
4. Interest payable to Micro, Small and Medium Enterprise parties on delayed payments to them has neither been ascertained nor provided The declaration received from various suppliers was late and identification of them as MSME was fag end of the year. However the amount outstanding if any of those MSME have been cleared as on the year end but interest on the same could not be ascertained and there has been no claim loss with the Company by any of the MSME towards interest payable to them
5 According to 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, Provident Fund, Employees State Insurance, Sales Tax, Labour Welfare Fund, Value Added Tax, Excise Duty and Corporation Tax the Company is generally regular in depositing the undisputed statutory dues including Custom Duty, Cess and other material statutory dues, as applicable. The following balances remain in arrears as at the last day of the financial year for a period exceeding six months from the date they become payable The Company has complied with the deposit of taxes now except the once mentioned by the Auditors.
Some of them are outstanding due to financial crunch and some of them all really not outstanding but are of excess provi- sions as well as proper unit wise adjustments were not done.
The same is being carried out and will be reflected in the next reporting year.
Income Tax Deducted at Source - Rs.4224510
Income Tax Collected at Source - Rs.90
Provident Fund - Rs.3365317
Labour Welfare Fund - Rs.960
Professional Tax - Rs.302278
Excise Duty - Rs.250096
Dividend Distribution Tax - Rs.3,59,08,091
Interest on Dividend
Distribution Tax - Rs.37703495
GST- Rs.1625
Wealth Tax- Rs.187583
1. Prosecution has been filed against the company by Registrar of Companies, Mumbai for Non Compliance of order Honble Company Law Board, Mumbai dated 18.08.2014 with regard to payment to depositors. The Company has taken on priority to clear the dues of deposit holders who are incapacitated and to comply with of the orders of existing authorities. For the rest the Company has already started the process of settling their dues and bill completed before the end of financial year 2020-21 No further progress on the matter Case is being heard.

(ii) Explanation for Secretarial Auditors Remark

19. NUMBER OF MEETINGS OF THE BOARD

Five 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 OF DIRECTORS, EVALUATION ETC.

Companys Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Directors appointment and remuneration pursuant to Section 178 of the Act. The Company has also laid down criteria for determining qualifications, positive attributes and independence of Director.

Formal Annual Evaluation

1. The Formal Annual Evaluation has been made as follows

a. The Company has laid down evaluation criteria separately for Board, Independent Directors, Directors other than Independent Directors and various committees of the Board. The criteria for evaluation of Directors included parameters such as willingness and commitment to fulfil duties, high level of professional ethics, and contribution during meetings and timely disclosure of all the notice/details required under various provisions of laws. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

b. Evaluation of the Board was made by a Separate Meeting of Independent Directors

c. The performance evaluations of all committees were done by the Board of Directors namely:

i. Audit Committee

ii. Nomination and Remuneration Committee iii. Stakeholders Relationship Committee.

d. Performance evaluation of non – Independent Directors was done by Separate meeting of Independent Directors.

e. Evaluation of Independent Directors was done (excluding the Director who was evaluated) by the Board of Directors of the Company.

f. In addition, the Nomination and Remuneration Committee has carried out evaluation of every Directors performance as required under Section 178 (2) of Companies Act, 2013.

g. The Directors expressed their satisfaction with the evaluation process.

2. Number of Board Meetings conducted during the year under review

The Company had 5 (Five) times Board Meetings during the financial year on 7/05/2019, 13/08/2019, 25/09/2019, 14/11/2018 and 12/02/20120 the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

3. During the year Mrs. Mrs. Sanjivani Bhalchandra Shinde (DIN- 08391062) has resigned from the post of Independent Director of the Company on 13th March,2020 and Mr. Pramod Shivaji Bhosale (DIN: 08669615) appointed as as an Additional Director on the Board of the Company with effect from 13th March,2020 and same has been regularised by the member by circular postal ballot dated 30th June,2020.

Further, Mrs.Bhavika Sharma (DIN: 08846865) has appointed as Non-Executive Independent Directors of the company with effect from 24th August, 2020 and Mr. Kalpesh Dong (DIN: 08095233) appointed as a Non –Independent –Non Executive Director with effect from 24th August, 2020 Further, Ram Shay Jagetiya (DIN: 02719230) resigned from the post of Director with effect from 4th May,2019 due to disqualification under 162(2) of Companies Act,2013 because of common directorship in other companies

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.

22. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys 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. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Risk is an integral part of any business and therefore, Risk Management is an important function that the business management has to perform to ensure sustainable business growth.

The Board of the Company has framed the Risk Management Policy. The details of the policy are as updated on website of the company www.zenithsteelpipes.com. The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present the company has not identified any element of risk which may threaten the existence of the company.

The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not given loans, guarantees or investments under Section 186 of the Companies Act, 2013. The details of the investments made by the Company are provided in the accompanying financial statements.

28. TRANSACTIONS WITH RELATED PARTIES

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules made there under, all related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of business, the details of which are included in the notes forming part of the financial statements. There were no materially significant related party transactions which may have a potential conflict with the interests of the Company at large.

Accordingly, information in Form AOC-2 is not required. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at www.zenithsteelpipes.com.

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 a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement.

31. EMPLOYEES SAFETY

The Company is continuously endeavouring to ensure safe working conditions for all its employees.

32. 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.

33. 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.

34. 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 companys operations in future.

35. 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
Minal Pote Whole Time Director NIL
B. Girvanesh C.F.O. NIL
Suneel Sullere Company Secretary 20%

(iii) The percentage increase in the median remuneration of employees in the financial year: 6.

(iv) The number of permanent employees on the rolls of company: 203

(v) 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 5.77%.

(vi) 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.

(vii) As none of the employees is drawing remuneration not less than rs.102 Lakhs p.a. or Rs.8.5 Lakhs p.m., if employed for the part of the year. Hence, the statement containing particulars of the name of top ten 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.

(viii) The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the registered office of the Company during its working hours up to the date of ensuing Annual General

Meeting. Further, any Member interested in obtaining such information may obtain it by writing to the Company Secretary share@zenithsteelpipes.com

36. DISCLOSURE PURSUANT THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013.

The Company has in place a Policy for Prevention Prohibition and Redressal of Sexual Harassment at work place which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under. All employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has constituted an Internal Complaint Committee for its Head Office and branch/sales offices under Section 4 of the captioned Act. No complaint has been filed before the said committee till date.

37. CEO/CFO COMPLIANCE CERTIFICATE

Certificate by the Director and Chief Financial Officer Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended 31st March, 2020 is provided under Corporate Governance Report.

38. 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.

39. SECRETARIAL STANDARDS

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards to the extent applicable.

40. NAME CHANGE OF THE COMPANY

Company has changed its name from "Zenith Birla (India) Limited" to "Zenith Steel Pipes & Industries Limited" (formerly known as Zenith Birla (India) Limited) which was approved by the Registrar of Companies vide their Certificate of Incorporation dated 29th July, 2020.

41. 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

Minal Pote Purushottam Sonavane
Whole time Director Director
DIN :07163539 DIN: 08405653
Place: Mumbai
Date: September 2, 2020