Zenith Exports Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 41st Annual Report covering the
operational and financial performance of your Company along with the Audited Financial
Statements for the financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
|
|
(Rs. in Lakhs) |
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Revenue from operations |
6225.41 |
9054.38 |
| Other Income |
451.41 |
347.76 |
| Total Revenue |
6676.76 |
9402.14 |
| Less: Expenses |
6476.73 |
9266.82 |
| Profit before exceptional items and taxes |
200.03 |
135.32 |
| Less: Exceptional Items |
- |
- |
| Profit /(Loss) before Taxation |
200.03 |
135.32 |
| Less: Tax Expenses (Current & Deferred) |
(42.25) |
(34.64) |
| Profit/(Loss) for the year |
157.78 |
100.68 |
| Add: Other Comprehensive Income |
- |
1.410 |
| Total Income (Comprising Profit/(Loss) for the year and Other Comprehensive Income) |
157.78 |
101.78 |
OPERATIONAL REVIEW AND FUTURE OUTLOOK
During the financial year ended March 31, 2023, your Company has achieved a turnover of
Rs. 6225.35 Lakhs as compared to the turnover of Rs. 9054.38 Lakhs recorded during the
previous financial year ended March 31, 2022.The Company has earned profit before tax for
the financial year ended March 31, 2023 of Rs. 200.03 Lakhs compared to previous financial
year profit of Rs. 135.32 Lakhs. The net profit after tax for the financial year ended
March 31, 2023 stood to Rs. 157.78 Lakhs as compared to profit of Rs. 101.78 Lakhs over
the last financial year.
With a focus on producing the best quality of products, Zenith Exports Limited. is
accredited with the ISO 9001:2015, ISO 14001:2015, certification.
The Company expects to increase its revenue and the profitability in the coming year as
the business has started showing growth and the economy as a whole has moved to its
revival and future of the Company looks very bright. There is no dearth of demand and the
Company is well shaped to cope up itself with the market expectations.
WEAVING DIVISION
During the year under review, demands of the Silk and silk blends continues to be under
pressure due to high value of fabrics and less demand of expensive fabric in European and
American Markets. Consequent upon this to strengthen the demand, the company has changed
its product mix and now less expensive qualities are being offered in the market and
response is good.
But at the same time, company has to compete with big mills within India. Company is
also developing new fabric using anti-microbial inherent properties expanding its product
offerings and capturing new clients. Markups are very Low, but expecting good results in
future.
SPINNING DIVISION
The Spinning division your Company called ‘Zenith Spinners' located at Dholka,
Ahmedabad which had suspended its operations since December, 2015, due to steep
competition and unfavorable market situation has started business of trading of Cotton
with effect from January, 2019 .
DIVIDEND
In view of accumulated losses the Board of Directors did not recommend any dividend on
Equity Shares during the year.
GENERAL RESERVE
The Company has not transferred any amount to the General Reserve for the financial
year ended March 31, 2023.
PUBLIC DEPOSITS
The Company has not accepted any deposit from public within the meaning of Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN NATURE OF BUSINESS, IF ANY
During the financial year 2022-23, there has been no change in the nature of business
of the Company.
SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on March 31, 2023 stands at Rs.
5,39,62,500/- comprising Nos. 53,96,250 Equity Shares of Rs. 10 each. During the financial
year 2022-23, your Company has neither issued any shares with differential voting rights
nor has granted any stock options or sweat equity.
DETAILS OF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Joint Venture/ Associate Companies.
PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of
Section 186 of the Companies Act, 2013 have been disclosed in Notes to the Financial
Statements for the financial year ended March 31, 2023, which forms part of this Annual
Report. Your Company has not given any guarantee or provided any security during the year
under review.
CREDIT RATING
During the year under review, ICRA Limited (ICRA) has reaffirmed the long-term rating
for the Fund-Based Limits as [ICRA] B+ (pronounced ICRA B plus) and reaffirmed the
short-term rating for the LOC as [ICRA]A4 (pronounced ICRA A four). The Outlook on the
long-term rating is ‘Stable'.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE
FINANCIAL YEAR AND DATE OF THIS REPORT
Except as disclosed elsewhere in this report, there have been no material changes and
commitments which could affect the financial position of your Company, between the end of
financial year i.e. March 31, 2023 and the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS
During the year under review, there were no significant material orders passed by the
Regulators/ Courts and no litigation was outstanding as on March 31, 2023, which would
impact the going concern status and future operations of your Company.
LISTING INFORMATION
The Company's equity shares are listed on BSE Limited (BSE) and on the National Stock
Exchange of India Limited (NSE). Listing Fees have been paid up to March 31, 2024 to both
Stock Exchanges.
ACCREDITATION
The Company have been accredited ISO 9001:2015 for Quality Management System by
JAS-ANZ.
RELATED PARTY TRANSACTIONS
During the financial year 2022-23 all transactions entered by the Company with Related
Parties as defined under Section 2(76) of the Companies Act, 2013 read with Rules framed
thereunder were in the ‘ordinary course of business' and ‘at arm's length' basis
and there has been no materially significant Related Party Transactions having potential
conflict with the interest of the Company.
Your Company also did not enter into any Related Party Transactions which require prior
approval of the Members. All Related Party Transactions of your Company had prior approval
of the Audit Committee and the Board of Directors, as required under the Companies Act and
Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the
Related Party Transactions on a quarterly basis. Your Company has formulated a Policy on
Related Party Transactions and the said Policy has been uploaded on the website of the
Company at https://www.zenithexportsltd.com/.
Particulars of contract or arrangements with related parties referred to in Section
188(1) of the Act, in the prescribed Form AOC-2, is annexed as Annexure I, to this Report.
Shareholders may refer to notes to the Financial Statements for details on Related Party
Transactions as required under the Ind AS 24.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016 are annexed as Annexure - II
to this Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website at
https://www.zenithexportsltd.com/.
AUDITORS AND AUDIT REPORT
Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, as amended, M/s. V. Goyal & Associates,
Chartered Accountants, Kolkata (ICAI Firm Registration No.312136E), was Re-appointed as
Statutory Auditors of the Company for a second consecutive period of 5 (five) years from
the conclusion of the 40th Annual general Meeting of the Company held on 30th
September'2022 till the conclusion of 45th Annual General meeting to be held in the year
2027.
Your Company has received a certificate from M/s. V. Goyal & Associates, Chartered
Accountants confirming their eligibility to continue as Auditors of the Company in terms
of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed
thereunder. They have also confirmed that they hold a valid certificate issued by the Peer
Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing
Regulations.
The Report given by the Auditors on the financial statements of the Company for the
financial year ended March 31, 2023 forms part of the Annual Report. The Report does not
contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditors
Pursuant to the Provisions of Section 204 of the Companies Act'2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), the Board
have appointed CS Asit Kumar Labh (ACS: 32891, COP No. 14664), Practicing Company
Secretary, as the Secretarial Auditor of the Company, to conduct the Secretarial Audit for
the financial year ended March 31, 2023 and to submit Secretarial Audit Report in the
prescribed Form No. MR-3.
Cost Auditor
In view of the provisions of Section 148 and other applicable provisions of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the
provisions of Cost Audit is not applicable on the products of the Company for the ended
March 31, 2023.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review your Company has complied with the respective mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India.
INTERNAL CONTROL SYSTEM AND ADEQUACY
Your Company has an adequate system of internal financial controls commensurate with
its size and scale of operations, procedures and policies, ensuring orderly and efficient
conduct of its business, including adherence to the Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
accounting records, and timely preparation of reliable financial information. The Audit
Committee evaluates the internal financial control system periodically.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption, foreign
exchange earnings and outgo, required to be disclosed by section 134 (3) (m) of the
Companies Act, 2013 read with Rule 8 (3) of the Companies (Account) Rules, 2014 are given
below:-
A. CONSERVATION OF ENERGY
The Company is engaged in the continuous review of energy costs, reduction in energy
generation cost through improved operational and maintenance practices. Energy
conservation continues to receive priority attention at all levels. Company is continuing
with energy saving measures initiated earlier like usage of more sophisticated machinery
which can do more work in lesser time and thereby reducing the requirement of equipment
that programs to maximize saving in i) Electrical Energy and ii) Fuel oil consumption.
POWER AND FUEL CONSUMPTION
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
Weaving |
Weaving |
| i) Electricity |
|
|
| a) Purchased Unit(KWH in lakhs) |
6.56 |
9.20 |
| Total Amount (Rs.in lakhs) |
66.34 |
56.77 |
| Rate/Unit (in Rs.) |
10.11 |
9.15 |
| b) Own Generation |
|
|
| i) Through Furnace Oil |
|
|
| Generated Units (KWH in lakhs) |
0.00 |
0.00 |
| Unit/Litre of Diesel |
0.00 |
0.00 |
| Cost/Unit (Rs./Unit) |
0.00 |
0.00 |
| ii) Through Stem Turbine Generator |
0.00 |
0.00 |
| iii) Through Diesel Generator |
0.00 |
0.00 |
| ii) Coal |
Nil |
Nil |
| iii) Furnace/Other Oil |
|
|
| Quantity (in lakhs Ltrs.) |
0.000 |
0.000 |
| Total Amount (Rs. in lakhs) |
0.00 |
0.00 |
| Average rate per litre (Rs.) |
0.00 |
0.00 |
| Briquettes & Fire Wood (in lakhs Kgs.) |
5.64 |
6.50 |
| Total Amount (Rs. in lakhs) |
22.44 |
16.18 |
| Average Rate per Kgs.(Rs.) |
3.98 |
2.49 |
| iv) Other Internal Generation |
Nil |
Nil |
| CONSUMPTION PER UNIT |
|
|
| OF PRODUCTION |
|
|
| Electricity (KWH) |
10.49 |
9.15 |
| Furnace Oil (Ltrs.) |
0.00 |
0.00 |
| Briquettes & Fire Wood (Kgs.) |
9.02 |
9.33 |
| Standard (KWH) |
0.00 |
0.00 |
B. TECHNOLOGY ABSORPTION
There are no existing technology supply agreements. Along with that we have been
continuously adding latest machines, and balancing equipment's as and when required.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
| Particulars |
Current Year |
Current Year |
|
(2022-23) |
(2021-22) |
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
| Total Foreign exchange earnings |
5531.63 |
6523.06 |
| Total foreign exchange outgo |
279.07 |
269.30 |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Company's Board is duly constituted in compliance with the requirement of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and provisions of the Articles of Association of the Company. As on
March 31, 2023, the Company's Board comprised of 6 (six) Directors. Details of the
composition of the Board are provided in the Corporate Governance Report for the financial
year 2022-23.
Mr. Varun Loyalka (DIN: 07315452), Managing Director of the Company is liable to retire
by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment
in terms of Section 152(6) of the Act, read with the Articles of the Company and
appointment terms. Your Board recommends the reappointment of Mr. Varun Loyalka as a
Director of the Company, liable to retire by rotation.
The Company has received Notice under Section 160 of the Companies Act, 2013 from the
Member(s) of the Company proposing the candidature of Mr. Urmila Loyalka for her
re-appointment at the ensuing AGM.
Necessary Resolution along with disclosure / information in respect of the director
seeking appointment/reappointment has been annexed to the Notice convening the ensuing
AGM.
As on March 31, 2023, Mr. Varun Loyalka, Managing Director, Mr. Rajkumar Bilasrai
Loyalka, Chief Executive Officer, Mr. Surendra Kumar Loyalka, Jt. Chief Executive Officer,
Mr. Sushil Kumar Kasera, Chief Financial Officer and Mr. Jeetender Kumar Ram, Company
Secretary are the whole-time Key Managerial Personnel of the Company in terms of Section
203 of the Companies Act, 2013. Mr. Jeetender Kumar Ram had been appointed as the Company
Secretary of the company w.e.f. 13th January, 2023.
BOARD MEETINGS
During the financial year 2022-23, 5 (five) Board Meetings were held. The said meetings
were held on May 28, 2022, August 13, 2022, November 14, 2022 January 13, 2023 and
February 13, 2023. Details of Board composition and Board Meetings held during the
financial year 2022-23 have been provided in the Corporate Governance Report which forms
part of this Annual Report.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
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
Listing Regulations.
The Board evaluated its performance after seeking inputs from all the directors on the
basis of 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
criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are as provided in the "Guidance Note on Board Evaluation"
issued by SEBI on January 5, 2017.
In a separate meeting of independent directors held on February 12, 2021, performance
of non-independent directors and the board as a whole was evaluated without the presence
of Non-Independent Directors and members of the management pursuant to Regulation 25 (3)
of the Listing Regulations and Schedule IV of the Companies Act, 2013.
The Independent Directors in the said meeting also evaluated the quality, quantity and
timeliness of flow of information between the company management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. Additionally,
the Chairman of the Board was also evaluated on key aspects of his role, taking into
account the views of executive directors and non-executive directors in the aforesaid
meeting. The above evaluations were then discussed in the board meeting that followed the
meeting of the independent directors and meeting of the Nomination & Remuneration
Committee, at which the performance of the board, its committees, and individual directors
was also discussed.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each Independent Directors
confirming that they meet the criteria of independence, as laid down Section 149(6) of the
Companies Act, 2013 and in terms of Regulation 16(1) (b) of SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015. Names of all the Independent Directors
of the Company are registered with the Independent Directors' Databank being maintained by
the Indian Institute of Corporate Affairs. Requisite confirmations as per Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, have been
received from the Independent Directors in this regard.
The Board of Directors have taken on record the declaration and confirmation submitted
by the Independent Directors after undertaking due assessment of the veracity of the same
and is of the opinion that all the Independent Directors of the Company have required
integrity, experience and expertise.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Management of the Company keeps regularly updating the Independent Directors about
the Company's businesses, market conditions, growth and performance, strategies,
efficacies of internal financial controls, internal and external risks along with
mitigation plans, compliance and governance structure and other material information
relevant for them to have a clear understanding of their roles, rights and
responsibilities for the purpose of contributing significantly towards the growth of the
Company.
The Company organized a familiarization programme for the Independent Directors on the
Board of the Company in compliance of Regulation 25(7) of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015. The detail of such familiarization
programme is available on the website of the Company at www.zenithexportsltd.com.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted in line with the provisions of
Section 177 of the Companies Act, 2013 read with Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to
composition and meetings of the committee are provided in the Corporate Governance Report,
which forms part of this report. The Board has accepted all the recommendations made by
the Audit Committee during the financial year 2022-23
NOMINATION AND REMUNERATION POLICY
In terms of Section 178(3) of the Companies Act, 2013 read with Regulation 19(4) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the
Company has adopted a Nomination & Remuneration Policy for selection and appointment
of Directors including determining qualifications and independence of a Director, Key
Managerial Personnel, and providing for their remuneration and that of the senior
management personnel as part of its charter and other matters provided under the Act and
Listing Regulations. The Nomination and Remuneration Policy of the Company is available on
the Company's website at www.zenithexportsltd.com.
The objectives and key features of this Policy are as under:
Formulation of the criteria for determining qualifications, positive attributes and
independence of the Directors, Key Managerial Personnel and Senior Management Personnel;
Identifying persons who are qualified to become Directors and persons who may be
appointed in Key Managerial and Senior Management positions in accordance with the
criteria laid down in this policy;
Formulation of criteria for performance evaluation of the Board, its Committees and
Directors including Independent Directors/ Non-Executive Directors;
Devising a policy on Board diversity;
Directors' induction and continued updation as and when required of their roles,
responsibilities and liabilities;
Aligning the remuneration of Executive Directors, Key Managerial Personnel and Senior
Management Personnel with the Company's financial position, industrial trends,
remuneration paid by peer companies etc.; and
? Recommend to the Board all the remuneration in whatever form, payable to the Senior
Management.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of Section 134 of the Act, the Directors, to the best of their
knowledge and belief, hereby confirm that: a) In the preparation of the Annual Accounts
for the financial year ended March 31, 2023, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;
b) the Directors 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 as at March 31, 2023 and of the profit of
the Company for that period;
c) the Directors 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;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
In terms of section 177(9) of Companies Act, 2013 read with Rules framed thereunder and
also in terms of Regulation 22 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015,as amended, the Company has a Vigil Mechanism that provides a mechanism
for the Director/ employees to report without fear of victimization, any unethical
behavior, suspected or actual fraud, violation of the Code of conduct and instances of
leak of Unpublished Price Sensitive Information, which are detrimental to the Company's
interest. The mechanism protects whistle blower from any kind of discrimination,
harassment, victimization or any other unfair employment practice. The Company affirms
that no employee has been denied access to the Audit Committee. The said Policy is placed
on the website of the Company at www.zenithexportslimited.com. During the year under
review, there has been no incidence reported which requires action by the Vigil Mechanism
Committee.
RISK MANAGEMENT POLICY
The Company has put in place a Risk Management Policy with the objective of timely
identification of risks, assessment and evaluation of such risks in line with the overall
business objectives or strategies and defines adequate mitigation strategy. Risk is an
integral part of any business and the Company is committed to manage the risk in a
proactive and efficient manner. The Risk management Policy of the Company has been
published in the Company's website at www.zenithexportslimited.com.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT'2013
The Company has adopted zero tolerance for sexual harassment at workplace and has
formulated a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. The said policy is
available on the website of the Company at www.zenithexportslimited.com. An internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy. During the year under review, there was no case of Sexual Harassment received
or disposed of by the Company.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Company has complied with the corporate governance requirements under the Companies
Act, 2013 and SEBI Listing Regulations. A separate section on Corporate Governance along
with a certificate from the Statutory Auditors confirming compliance of conditions of
Corporate Governance as stipulated under Part-D of Schedule V of SEBI (Listing Obligations
and Disclosures Requirements) Regulations, 2015 is annexed hereto and forms part of this
report.
A certificate from Practicing Company Secretary confirming that none of the Directors
on the Board of the Company has been debarred or disqualified from being appointed or
continuing as director of the Company as prescribed under Listing Regulations is also
annexed and forms part of this report.
Management Discussion and Analysis Report for the financial year 2022-23, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements)
Regulations, 2015, is presented in a separate section forming a part of this Report.
APPRECIATION
Your Directors place on record their deep appreciation of the continued support and
guidance provided by Central and State Government and all Regulatory bodies. Your
Directors offer their heartiest thanks to the esteemed shareholders, customers, business
associates, Financial Institutions and Commercial Banks for the faith reposed by them in
the Company and its management. Your Directors place on record their deep appreciation of
the dedication and commitment of Company's officers and employees at all levels and look
forward to their continued support in future as well.
|
For and on behalf of the Board of Directors |
|
|
ZENITH EXPORTS LIMITED |
|
|
Sd/- |
Sd/- |
|
Rabindra Kumar Sarawgee |
Varun Loyalka |
| Place: Kolkata |
Director |
Managing Director |
| Dated: 11th August'2023 |
DIN: 00559970 |
DIN: 07315452 |
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