25 Apr 2017 | Livemint.com

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Zenith Exports Ltd.

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  • 36.05 0.00 (0%)
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  • BSE Code: 512553
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  • NSE Code: ZENITHEXPO
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Zenith Exports Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

I. Company's Philosophy on Corporate Governance

The Company strongly believes in fair, efficient and transparent business operations, fairness to all stakeholders in the company, proper disclosure of relevant financial and non-financial information and enhancing shareholders value on a continuing basis.

II. Board of Directors

(a) As at March 31, 2015 the Board consists of seven members. Two Third of the Board comprised of Non-Executive Directors. The Board also met the stipulated requirement of having at least 50% of the Board members as Independent Directors, the Chairman being Executive.

Information provided to the board members:

• Annual operating plans and budgets including capital budgets and any updates thereof.

• Quarterly results of the Company and its business segments.

• Minutes of meeting of Audit Committee and other committees of the Board.

• The information on recruitment and remuneration of senior officers of Board level, including appointment or resignation of Chief Financial Officer and the Company Secretary.

• Show cause, demand, prosecution notices and penalty notices which are materially important.

• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

• Any material default in financial obligations to and by the Company or substantial non-payment for services rendered by the Company.

• Quarterly details of foreign exchange exposures and the steps taken by the management to limit the risks of adverse exchange rate movement, if material.

• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non­payment of dividend, delay in shares transfer etc.

Risk Management

The Company has laid down systems to inform members about the risk assessment and minimization procedures. The risks and Company's mitigation strategies are periodically reviewed to ensure effective controls.

III. Audit Committee

1. Terms of Reference

The Company has an Audit Committee at the Board level with the powers and the role that are in accordance with Clause 49 of the Listing Agreement. The Committee acts as a link between the management, the statutory and internal auditors and the Board of Directors and overseas the financial reporting processes.

3. meetings

The Meetings held four times during the year on 24.05.14, 14.08.14, 14.11.14 & 13.02.15 to review the Quarterly Unaudited Financial Results and Annual Audited Financial Results.

iV. nomination & remuneration Committee 1. terms of reference

The Nomination & Remuneration Committee decides about the remuneration and other payments to Directors, KMPs & other Senior Personnel of the Company subject to approval of Shareholders and Central Government as and when necessary

V. stakeholders Relationship Committee 1. Terms of Reference

A Stakeholders Relationship Committee has been constituted to speed-up the process of transfer, dematerialization, redressel of Shareholders grievances and other allied matters under the chairmanship of Non-Executive Director

3. status of shareholders complaints

Number of shareholders' complaints received during the year.

For Transfer - NIL

For Dematerialization - NIL

For Non-receipt of Balance Sheet, etc. - NIL

For Non-receipt of Dividend - NIL

For Non-receipt of Share Certificate - NIL

4. Meetings

The Meetings held two times during the year on 08/12/2014 & 02/01/2015 to consider & approve transfer, transmission, and dematerialization of shares.

Vi. Risk Management Committee

A Risk management Committee has been constituted with the following members of the Board: Mr. R. K. Loyalka - Non Independent Executive director

Mr. S. K. Loyalka - Non Independent Executive director

Mr. K, D. Rungta - Independent Non-Executive director

Terms of Reference

I. To identify, evaluate & suggest method of mitigating operational, Strategic and environmental Risks.

II. To prepare, monitor & approve risk facilities.

III. To review & approve risk disclosure statement.

The Company Secretary has been appointed as the Secretary of this Committee. No meeting of the Committee was held during the year under review.

Vii. Administrative Committee

A Administrative Committee has been constituted with the following members of the Board: Mr. K, D. Rungta - Independent Non-Executive director

Mr. M. M. Bhagat - Independent Non-Executive director

Terms of Reference

To address important issues arising between two Board Meetings namely:-

[a] To invest in fixed deposits with banks & to avail overdraft limits against the same.

[b] To invest in the Shares/ Debentures/ Securities of other body corporates.

[c] To invest in Mutual Funds and other Financial Instruments

[d] To borrow money from the Banks for working capital requirements.

[e] To change of authorization for operation of bank account of the Company.

[f] To look after day-to-day affairs of the Company.

The Company Secretary has been appointed as the Secretary of this Committee. No meeting of the Committee was held during the year under review.

Viii. Management Discussion and Analysis

As required by Clause 49 of the Listing Agreement, the Management Discussion and Analysis is provided elsewhere in this Annual Report.

X. Disclosures

1. Disclosure on materially significant related party transactions

There were no materially significant related party transactions i.e. transactions of the Company of material nature, with its promoters, the directors or the management or relatives, etc., that had any potential conflict with the interests of the Company at large, which requires a separate disclosure. Annual Accounts as at 31st March, 2015 contain the list of related party relationship and transactions as required by the Accounting Standard 18 on "Related Party Disclosures" issued by the Institute of Chartered Accountants of India.

2. Disclosure on compliance of Law

The Company has complied with the requirements of Stock Exchanges, Securities and Exchange Board of

India (SEBI) and statutory authorities on matters relating to capital markets during the last three years and consequently no penalties, strictures have been imposed on the Company by these authorities.

3. CEO / CFO Certification

The aforesaid certificate duly signed by the CEO and CFO in respect of the financial year ended 31st March, 2015 has been placed before the Board in the meeting held on 13th August'2015.

4. Code of Conduct

The Company has already adopted a Code of Conduct which was made applicable to all its Directors, whether executive or non-executive and all Senior Management Personnel of the Company. All Board members and senior management personnel have affirmed compliance with the Company's code of conduct during the period. A declaration to this effect that all Board members and senior management personnel have complied with the Company's code of conduct during the period and duly signed by the Chief Executive Officers of the Company is annexed forming part of this Report. The aforesaid Code of Conduct has been posted on the website of the Company.

5. Auditors' Certificate on Corporate Governance

The auditors' certificate is obtained and provided in the Annual Report.

Xi. Means of communication

In compliance with the requirement of the Listing Agreement, the Company regularly intimates Unaudited as well as audited financial results to the Stock Exchanges immediately after they are taken on record by the Board. Further, coverage is given for the benefit of the Shareholders and investors by publication of financial results in Business Standard and Arthik Lipi.

The financial results of the Company are also posted on the Company's website www.zenithexportslimited.com

General shareholders' information

*33rd Annual General Meeting (to be held)

Day: Wednesday

Date : 30th September, 2015

Time : 10.30 A.M.

Venue: Ground floor, Auditorium of Birla Academy of Art and Culture 108, Southern Avenue, Kolkata -700 029Financial Calendar (Tentative)

(April 01, 2015 to March 31, 2016)

[i] 1st Quarterly results : on 13th August, 2015

[ii] 2nd Quarterly results : Within 14th November, 2015

[iii] 3rd Quarterly results : Within 14th February, 2016

[iv] 4th Quarterly : Within 30th May, 2016

* Book Closure Date: Monday, 21st September, 2015 to Wednesday, 30th September, 2015 (Both days inclusive)

* Dividend Payment Date : None

* Listing on Stock Exchange

Bombay Stock Exchange Limited

National Stock Exchange of India Limited

The Company has paid the Annual Listing fee to each of the  Stock Exchanges for the period April, 2015 to March 31, 2016.

Stock Code - Physical :

Bombay Stock Exchange Ltd. - 512553

National Stock Exchange of India Ltd. - ZENITHEXPO

ISIN No. : INE 058B01018

* Registrar and Transfer Agents

C B Management Services (P) Limited P-22, Bondel Road, Kolkata - 700 019 Telephone: (033)4011-6700/2280-6692/2282-3643/2287-0263 Fax: (033) 4011-6739, E-mail - rta@cbmsl.com website - www.cbmsl.com

* Share Transfer System

Share Transfer requests received in physical form is registered within an average period of 15 days. A Share Transfer and Investors' Grievance Committee comprising members of the Board is constituted to consider the request of transfer of physical shares.

Request for dematerialization received from Shareholders are effected within an average period of 15 days.

Distribution of Shareholding & Shareholding pattern

As per Appendix 'B' & 'C'

* Dematerialisation of Shares as on March 31, 2015

The Company has arrangements with National Securities Depository Ltd., (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) for demat facility.

5314962 (98.49%) Equity Shares as on 31st March, 2015 have been dematerialised with National Securities Depository Limited (NSDL)

44097 (0.82%) Equity Shares as on 31st March, 2015 have been dematerialised with Central Depository Services (India) Limited (CDSL).

• Outstanding GDRs./ ADRs./ Warrants or any convertible instruments, conversion date and likely impact on equity

The Company has not issued any GDRs./ADRs./Warrants or any convertible instruments.

* Plant Location

(i) Zenith Spinners, Vill-Sarandi, Taluka-Dholka, Dist-Ahmedabad - 387810

(ii) Zenith Textiles Nanjangud, Dist- Mysore, Karnataka - 571 302

* Address for correspondence

Zenith Exports Limited 19, R.N.Mukherjee Road, 1st Floor Kolkata - 700 001 Phone : 2248-7071/6936 Fax : 2248-9853/0960 E-mail : zenith@giascl01.vsnl.net.in

Xiii. Non-Mandatory Requirements

i) Nomination & Remuneration committee:

The Company has a Nomination & Remuneration committee comprising of Mr. M. M. Bhagat, Mr. K. D. Rungta & Mr. M. L. Jain as already stated in this Report.

ii) Shareholder Rights:

Half-Yearly results including summary of the significant events are presently not being sent to the Shareholders of the Company. However, the quarterly Results of the Company are being published in Newspapers on the next day after considering the same by the Board of Directors.

iii) Audit Qualification:

The Audit Report does not contain any qualification which requires Board clarification

iv) Training of Board Members:

The Company has not yet adopted any training programme for its Directors.