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Z F Steering Gear (India) Ltd.

BSE: 505163 Sector: Auto
NSE: ZFSTEERING ISIN Code: INE116C01012
BSE 00:00 | 30 Nov 425.75 -8.10
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NSE 05:30 | 01 Jan Z F Steering Gear (India) Ltd
OPEN 435.00
PREVIOUS CLOSE 433.85
VOLUME 1584
52-Week high 575.00
52-Week low 310.00
P/E 18.21
Mkt Cap.(Rs cr) 386
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 435.00
CLOSE 433.85
VOLUME 1584
52-Week high 575.00
52-Week low 310.00
P/E 18.21
Mkt Cap.(Rs cr) 386
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Z F Steering Gear (India) Ltd. (ZFSTEERING) - Director Report

Company director report

To the Members

The Directors have pleasure in presenting the 41st Annual Report and theCompany's Audited Financial Statements for the Financial Year (FY) ended on March31 2021.

Financial Results

The financial performance of the Company for Financial Year ended on March 31 2021is summarized in the following table:

(Rs. in crore)

Particulars FY 2020-21 FY 2019-20
Sales (net) and other Income Profit/ (Loss) before 227.84 290.21
Depreciation Exceptional Item and Tax 44.64 (30.3)
Depreciation and Amortization Expenses 37.59 32.47
Exceptional Item - 66.85
Profit before Tax (PBT) 6.76 2.99
Tax Expense (2.09) 3.27
Profit/ (Loss) for the year 8.85 (0.28)
Other comprehensive Income/ (Loss) 0.74 (0.88)
Total Comprehensive Income/ (Loss) for the year 9.59 (1.16)
Balance of Profit Brought Forward from previous year 120.31 121.47
Dividend including tax thereon – (pertaining to previous year paid during the year) - -
Transfer to General Reserve Nil Nil
Closing balance as per the Profit and Statement c/f 129.9 120.31
Earnings Per Share
Basic and Diluted (Rs) 9.75 (0.31)

Dividend

In order to conserve resources of the Company and considering uncertain economicscenario due to second wave of Covid-19 the Board of Directors (the Board) has notrecommended any dividend for the financial year ended on March 31 2021.

Covid-19 Pandemic

The calendar year 2020 was dominated by the COVID-19 pandemic and the ensuing globaleconomic downturn the most severe one since the Global Financial Crisis. The pandemicled to a dramatic loss of human life worldwide and presented an unprecedented challenge topublic health. The lockdowns and social distancing norms brought the already slowingglobal economy to a standstill. The global economy contracted by 3.3% in the year 2020.The outbreak of Covid-19 virus and the ensuing lockdown imposed across India led tosevere demand destruction and resulted in contraction of Gross Domestic Product (GDP)of the country. Business operations of the Company had to be paused for a few weeks.Health of the employees and workers became a priority. However towards later part of theyear consequent to significant opening of the economic activity across the nation thedemand picked up compared to that of during the initial period of Covid-19.

India recently experienced a massive second wave of Covid-19 infections. Due tore-imposition of virus management measures including lockdowns which curbed economicactivity and dampened market and consumer sentiment Moody an international Credit RatingAgency slashed the Indian economic growth forecast for FY 2022 to 9.3% from 13.7% madeby them before second wave of the Pandemic in India.

However in view of the targeted nature of containment measures and rapid progress onvaccinating the population the impact of the lockdown measures is not expected to be assevere as during the first wave. Also the Company's management has made assessment oflikely adverse impact on business and financial risks on account of second wave ofCovid-19 and that the management does not see any medium to long term risks in theCompany's ability to continue as a going concern and/ or meeting its liabilities.

Subsidiaries Associates and Joint Ventures

The Company did not have any subsidiary or joint-venture/ associate as of March 312021 and therefore there are no Consolidated Financial Statements of the Company as ofMarch 31 2021.

Management Discussion and Analysis Indian Economy

India's economy grew at 1.6 per cent in the fourth quarter of FY 2020-21 driven mainlyby the manufacturing sector recording a slight pickup in GDP growth. In the full fiscalyear the economy shrunk by 7.3 per cent as the Covid-19 pandemic ravaged the economy. Thecontraction in FY21 GDP is worse in more than 40 years the government data shows.

Industry Overview

Number of Commercial Vehicles (CV) Sold

The overall sales of CVs fell to the lowest level in the past 11 years. The industryhad already crashed in FY 2019-20 from an all-time high the previous year. The industryclocked an annual sale of 6.19 lakh units in FY 2020-21 down 20.5% to the previous year.

(Source: SIAM)

Financial Performance and state of the Company's affairs

(Numbers)

Type F.Y. F.Y. Growth
2020-21 2019.20
Power Steering 90777 166178 (45.4)%
Mechanical Steering 78474 84381 (7.0)%

Renewable Energy Solar Energy

Your Company's 5 MW Solar Power Project at Gujarat Solar Park Charnka VillageDistrict Patan (Kutch) Gujarat generated 0.8 crore Units of Electricity withsales-revenue of Rs. 8.92 crore in the FY 2020-2021. The entire electricity is purchasedby Gujarat Urja Vikas Nigam Limited (GUVNL) a Government of Gujarat Company in terms ofthe multi-year Power Purchase Agreement. The Company's rooftop solar project situated atits Vadu Budruk plant generated around 0.07 crore units of electricity in FY 2020-2021which was captively consumed in the said plant.

Wind Energy

Eight Wind Turbine Machines owned and operated by the Company located in districts ofSatara Ahmednagar & Aurangabad having aggregate capacity of 8.8 MW generated a totalof 1.16 crore units in the FY 2020-2021. Out of this 0.06 crore units were used ascaptive consumption which accounted for approximately 7.6% of the energy-consumption ofthe Company's factory at Village Vadu Budruk and remaining 1.09 crore units were sold toMaharashtra Electricity Board.

Revenue from Operations

During the year sales of auto-components that is Steering Gears and its componentswere down by 31% as explained above resulting in reduction of Revenue from Operations by29.7%.

Finance Cost

Finance cost charged to Statement of Profit & Loss was Rs. 0.29 crore for FY2020-2021 against Rs. 1.09 crore in FY 2019-20.

Other Income

During the year under review gains from Other Income substantially jumped to Rs. 26.36crore as against Rs.3.64 crore in the Financial Year 2019-20. The major contributor beinggains realised and unrealised on financial assets/ investments of the Company. You mayrefer to Note No. 16 to the Financial Statements for details.

Financial Investments

As of March 31 2021 Financial Investments of the Company stood at Rs. 120.42 crore asagainst Rs. 106.97 crore in FY 2019-20. Both these amounts reflect the market value of thefinancial investments held by the Company at end of the respective financial years.

Credit Rating

In the Month of February 2021 ICRA – the Credit Rating Agency had retained theCredit Rating A+ (A plus) for Long Term Fund based and Non-Fund based Credit Facilitiesand A1+ (A one plus) for Short Term Non-Fund Based Credit Facilities. Further ICRA alsorevised the outlook on ratings of the Long Term Credit facilities from ‘Negative' to‘Stable'.

Profitability

Despite lower Revenue from Operations and higher depreciation-charge Profit Before Taxwas higher at Rs 6.76 crore compared to Rs.2.99 crore in FY 2019-20 thanks to the OtherIncome. After write-back of Deferred-Tax Provision of Rs. 2.09 crore Profit After Tax andOther Comprehensive Income was Rs. 9.59 crore registering Earnings of Rs. 9.75 Per Shareof the Company.

Key Financial Ratios

In accordance with the relevant provisions of the Listing Regulations the keyfinancial ratios are as under:

FY 2020-21 FY 2019-20
Debtor Turnover Ratio (in days) 142.1 62.5
Inventory Turnover Ratio (in days) 115.2 48.5
Interest Coverage Ratio 24.31 3.7
Current Ratio 1.63 1.5
Debt Equity Ratio 0.06 -
Operating Profit Margin 3% 1%
Net Profit Margin 3.88% -0.10%
Return on Net Worth 2.35% -0.10%

i. Debtor Turnover Ratio

There was a significant rise in Debtor Turnover Ratio as opposed to previous FinancialYear owing to bill discounting facility availed in the previous year.

ii. Inventory Turnover Ratio

The surge in Inventory Turnover Ratio during the year under the review is attributableto the reduction in sale-production cost but increase in inventory due to Work in progressand God own Stock.

iii. Interest Coverage Ratio

The proliferation in Interest Coverage Ratio as compared to previous financial year isbecause of no interest on Term Loan during the Year

iv. Operating Profit Margin

Increase in Operating Profit Margin is attributable to the reduction in cost due totight cost-control and that of Net Profit Margin is attributable to the Reduction in Costand Tax Expenses.

v. Return on Net Worth

Better financial results and increase in profits led to positive augmentation of thereturn on net worth.

Segment wise Profitability

Auto-Components Segment reported loss of Rs. 22.67 crore in view of lower Revenue andhigher Depreciation. Renewable Energy Segment reported Profit of Rs.5.80 crore and Profitfrom other (Un-allocable) segment/ Other Income was Rs. 25.72 crore.

Outlook Opportunities and Threats

The outlook for the Commercial Vehicles (CV) industry in FY 2021-22 will remaindynamic and unpredictable due to second wave of Pandemic and its effects hike in fuelprices less usage of public transport shortage of some critical components usingsemi-conductors and rising prices of commodities. CV Manufacturers are back under pressureas sales have fallen after signs of revival in the first three months of the calendaryear. CRISIL a Credit Rating Agency in their Report issued on June 7 2021 stated thatthe intense second wave of Covid-19 afflictions and consequent lockdowns will limit growthin the domestic Commercial Vehicle sales volume to 23-28 per cent this fiscal comparedwith 32-37 per cent expected prior to its onset.

It is expected that the demand for Commercial Vehicles will revive in the second halfof FY 2021-22 as economic activities improve and also due to the lower capacity in thesystem after consecutive double-digit decline in FY 2019-20 and FY 2020-21. Demand forCVs particularly medium and heavy CVs is likely to also benefit from various governmentinitiatives to help revive the economy. However Raw Material cost-inflation especiallyin steel prices is a cause of concern although all attempts shall be made to pass on thisto our customers. Timely receipt of components from its suppliers in view of reversemigration of workers at their end has also become challenging task for the Company. TheCompany had to resort to occasional block-closures in the first quarter of the currentfinancial year at their factories either due to inadequate demand or delay in receipt ofimportant components from its suppliers.

Expansion and Capital Expenditure

The Company's phase-wise expansion at Pithampur Madhya Pradesh is in progress.

The Company is in a process to develop Power Steering for some new models of Tractors.

Internal Control System and its Adequacy

Your Company has aligned its current systems of internal financial control with therequirement of Companies Act

2013. The Internal Control framework is intended to increase transparency andaccountability in the Company's process of designing and implementing a system of internalcontrol. The framework requires a company to identify and analyse risks and manageappropriate responses. The Company has successfully laid down the framework and ensuredits effectiveness.

The Company has an effective Internal Control System commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit is decided by the AuditCommittee and the Board. There is an Internal Audit department which checks all thevouchers financial reports registers etc. To maintain its objectivity and independencethe Board has also appointed an external Chartered Accountant firm M/s. Kirtane &Pandit LLP Chartered Accountants which reports to the Audit Committee of the Board inthe capacity of Internal Auditors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies for various functions in the organisation of the Company. TheAudit Committee Statutory Auditors and the process owners are periodically apprised ofthe internal audit findings. Important internal audit observations are also placed beforethe Board at its Meetings. Based on the report of Internal Auditor process ownersundertake corrective action wherever required in their respective areas and therebystrengthen the controls further. Audit observations and actions taken thereof arepresented to the Audit Committee.

The Company's Audit Committee regularly reviews the financial management reports anddata and interacts with the External and Internal Auditors for ascertaining the adequacyof internal controls.

Based on its evaluation the Company's Audit Committee has concluded that as of March31 2021 the Company's internal financial controls were adequate and operatingeffectively.

Cautionary Statement

The above ‘Management Discussion and Analysis Report' is a forward lookingStatement based on the Company's projections estimates and perceptions. These statementsreflect the Company's current views with respect to the future events and are subject torisks and uncertainties. Actual results may vary materially from those projected here.

Conservation of Energy Research and Development Technology Absorption and InnovationForeign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules 2014 are given inAnnexure-I to this Report.

Board of Directors and Key Managerial Personnel

At the year ended on March 31 2021 the Board of Directors comprised of Four Non-Independent Directors (including two executive Directors) and Five Independent Directors.Pursuant to the requirements under the Companies Act 2013 and the Articles ofAssociation of the Company Mrs. Eitika Munot (DIN: 01396661) retires by rotation andbeing eligible offers herself for reappointment at the ensuing 41st Annual GeneralMeeting of the Company.

During the current Financial Year the Board on recommendation of the Nomination andRemuneration Committee has reappointed Mr. Dinesh Munot (DIN: 00049801) as the Chairmanand Whole Time Director of the Company with effect from July 28 2021 for the period offive years and Mr. Utkarsh Munot (DIN: 00049903) as the Managing Director of the Companyfor the period of five years with effect from May 19 2021.

The Resolutions for the aforesaid reappointments along with brief profiles of all theDirectors proposed to be reappointed form a part of the Notice of the 41st Annual GeneralMeeting of the Company.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.The Company believes that a truly diverse board will leverage differences in thoughtperspective knowledge skill regional and industry experience cultural and geographicalbackground age ethnicity race and gender which will help the Company to retain itscompetitive advantage.

Independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the ListingRegulations the Independent Directors of the Company have submitted declarations thateach of them meets the criteria of independence as provided in Section 149(6) of the Actalong with Rules framed thereunder and Regulation 16(1)(b) of Listing Regulations. Interms of Regulation 25(8) of the Listing Regulations the Independent

Directors have confirmed that they are not aware of any circumstance or situation whichexists or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence.

Further declaration on compliance with Rule 6(3) of the Companies (Appointment andQualification of Directors) Rules 2014 as amended by Ministry of Corporate Affairs ("MCA")Notification dated October 22 2019 regarding the requirement relating to enrolment inthe Data Bank created by MCA for Independent Directors has been received from all theIndependent Directors of the Company.

Familiarisation Programmes for Independent Directors

Independent Directors play a pivotal role in upholding Corporate Governance norms andensuring fairness in decision-making.

Being experts in various fields they also bring independent judgement on matters ofstrategy risk management controls and business performance.

At the time of appointing a new Independent Director a formal letter of appointment isgiven to the Director inter alia explaining the role duties and responsibilities of theDirector. The Director is also explained in detail the compliances required from him/ herunder the Act SEBI Regulations and other relevant regulations.

Key Managerial Personnel

During the period there was no change in the Key Managerial Personnel of the Company.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theListing Regulations.

Your Board has constituted Nomination and Remuneration Committee (hereinafter referredto as "the Committee") in order to oversee inter-alia matters relatingto:

1. Identify persons who are qualified to become directors and persons who can beappointed in senior management in accordance with the criteria laid down recommend to theBoard their appointment and removal;

2. Formulate the criteria for determining qualifications positive attributes andindependence of a director;

3. Recommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees;

4. Carry out evaluation of every director's performance including that of IndependentDirectors and

5. Devise a policy to be followed for identification appointment remuneration andevaluation of performance of directors including Company's Board diversity etc. asapproved by the Board. The Board evaluated its performance after seeking inputs from allthe Directors based on criteria such as the Board composition and structure effectivenessof board processes information and functioning etc. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee members based oncriteria such as the composition of committees effectiveness of committee meetings etc.The above criteria are broadly based on the Guidance Note on Board Evaluation issued bythe Securities and Exchange Board of India on January 5 2017.

In a separate meeting of Independent Directors the performance of Non-IndependentDirectors and the Board as a whole and the Chairman of the Company was evaluated takinginto account the views of Executive Directors and Non-Executive Directors. The aboveevaluations were then discussed at the Board meeting after the meeting of the IndependentDirectors and the NRC at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent director being evaluated. Furtherthe Company has devised a Policy for performance evaluation of Independent DirectorsBoard as a whole Committees of the Board and other individual Executive/ Non-ExecutiveDirectors. The Policy includes criteria for performance evaluation. The criteria are basedupon age experience quality of participation in Board/ Committee proceedings attendanceat meetings contribution by strategic inputs and others. The criteria along withadditional requirements prescribed by Section 149 of the Act are used for selection ofIndependent Directors. The Company carried out the performance evaluation during the yearunder report. The Board of Directors expressed satisfaction with the evaluation process.

Directors' Responsibility Statement

The Directors state that:

i. In the preparation of the annual financial statement for the financial year ended onMarch 31 2021 the applicable Accounting Standards read with requirements set out underSchedule III to the Companies Act 2013 have been followed and there are no materialdepartures from the same.

ii. the Directors have selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the profitof the Company for the financial year ended on that date.

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Directors have prepared the annual financial statement on a ‘goingconcern' basis.

v. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls in their opinion are adequate and areoperating effectively and

vi. the Directors have organised/ devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations adetailed report on Corporate Governance is given in Annexure - II along with the Auditors'Certificate on its compliance which forms part of this report.

Business Responsibility Report

The Business Responsibility Report for the year ended on March 31 2021 as stipulatedunder Regulation 34 of the Listing Regulations forms part of this Annual Report. TheBusiness Responsibility Report is also available on the Company's website atwww.zfindia.com.

Particulars of Loans given Investments made Guarantees given and Securities provided

The Company has not given any guarantee in connection with any loan covered by theprovisions of Section 186 of the Act. Details of Loans and Investments are disclosed inthe Notes to the Financial Statements forming part of this Annual Report.

Contracts and Arrangements with Related Parties

The Audit Committee accords omnibus approval to the Related Party Transactions whichare in ordinary course of business foreseen repetitive in nature and satisfy the arm'slength principles. The Audit Committee reviews on a quarterly basis the details of theRelated Party Transactions entered pursuant to the aforementioned omnibus approval.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act and as per the Companies (Corporate SocialResponsibility) Rules 2014 read with various amendments and clarifications issued by theMinistry of Corporate Affairs the Company has re-framed a CSR Policy which is availableon the Company's website www.zfindia.com.

The Company has undertaken activities as per the CSR Policy. The Annual Report on CSRactivities is annexed herewith marked as Annexure III.

Risk Management

Your Company is not required to constitute a separate Risk Management Committee.

The Audit Committee has been entrusted with the responsibility to assist the Board in(a) Overseeing and approving the Company's enterprise wide risk management framework and(b) Overseeing all the risks the organization faces such as strategic financial creditmarket liquidity security property legal information technology Regulatory and otherrisks have been identified and assessed and there is an adequate risk managementinfrastructure in place capable of addressing those risks. The Company manages monitorsand reports on the major risks and uncertainties those can impact its ability to achieveits strategic objectives. The Company has introduced several improvements in internalcontrol management to drive a common integrated view of risks optimal risk mitigationresponses and efficient management of internal control and assurance activities.

Auditors and Auditors' Report Statutory Auditors

The Company in its 39th Annual General Meeting held on September 20 2019had appointed M/s Joshi Apte & Company Chartered Accountants (Firm Registration No.104370W) as Statutory Auditors of the Company for a period of five consecutive yearsfrom the conclusion of 39th Annual General Meeting until the conclusion of 44th AnnualGeneral Meeting. The requirement for the annual ratification of auditor's appointment atthe Annual General Meeting has been omitted pursuant to the Companies (Amendment) Act2017 notified on May 7 2018. The Statutory Auditors have confirmed that they satisfy theindependence criteria as required under the Act.

There are no qualifications reservations or adverse remarks in the Statutory Auditors'Report for the Financial Year 2020-2021.

The Statutory Auditors' Report is enclosed with the financial statements in the AnnualReport.

Secretarial Auditor

The Board had appointed Mr. I. U. Thakur (PCS Registration No. 1402) PracticingCompany Secretary to conduct Secretarial Audit for the financial year 2020-2021. TheSecretarial Audit Report for the same is annexed herewith as Annexure IV. The SecretarialAudit Report does not contain any qualification reservation or adverse remark except thatyour Company was required to appoint Woman Independent Director w.e.f. April 1 2020 inaccordance with Regulation 17(1)(a) of the Listing Regulations. The said appointment wasmade by the Company w.e.f. June 27 2020 due to nationwide lockdown which led to theimpediment in the Company's Operations. The Company was in constant pursuit of a competentcandidate with an array of requisite skill-set and sufficient experience. Aftercomprehensive research the Company appointed Mrs. Smita Amol Lahoti (DIN: 08764528) asthe Independent Woman Director with effect from June 27 2020.

Disclosures

Meetings of the Board

Four Meetings of the Board of Directors were held during the financial year. Detailedinformation is given in the Report on Corporate Governance forming part of this AnnualReport

Committees of the Board Audit Committee

The Company has an Audit Committee pursuant to the requirements of the Act read withthe rules framed there under and the Listing Regulations. The details relating to the sameare given in the Corporate Governance Report forming part of this Report. All therecommendations made by the Audit Committee were accepted by the Board.

The Audit Committee performs its functions as set out under Part C of Schedule II tothe Listing Regulations.

The detailed terms of reference of the Audit Committee is set out in the CorporateGovernance Report.

Nomination and Remuneration Committee

The Company has Nomination and Remuneration Committee pursuant to Section 178 of theAct read with Rules made thereunder and Regulation 19 of the Listing regulations. Thebrief details pertaining to the same are given in the Corporate Governance Report formingpart of this Report. The Nomination and Remuneration Committee performs its functions asset out under Part D Para A of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set out in the Corporate GovernanceReport.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeapproved a policy for selection appointment and remuneration of directors and seniormanagement. The detailed Remuneration Policy is placed on the Company's websitewww.zfindia.com.

Stakeholders' Relationship Committee

The Board has constituted Stakeholders' Relationship Committee in accordance with theprovisions of Section 178 of the Act read with rules made thereunder and Regulation 20 ofthe Listing Regulations.

The Stakeholders' Relationship Committee performs its functions as set out under PartD Para B of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set out in Corporate GovernanceReport.

Corporate Social Responsibility Committee

The Company has constituted Corporate Social Responsibility Committee pursuant to theSection 135 of the Act and Rules made thereunder. The detailed functions and constitutionthereof of the Corporate Social Responsibility Committee are set out in CorporateGovernance Report.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a whistle blower policy in termsof Regulation 22 of the Listing Regulations. Protected disclosures can be made by awhistle blower through an e-mail/ telephone/ letter to the Chairman of the AuditCommittee. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the websiteof the Company at www.zfindia.com.

Extract of the Annual Return

The extract of the Annual return is placed on Company's website www.zfindia.com.

Industrial Relations

By and large the Industrial Relations at all locations of the Company were amicable.However a group of 79 workers working in one section of the Company's Vadu Budrukfactory at Pune went on strike from February 12 2021. The said strike wasunconditionally withdrawn by the workers on June 22 2021. The aforementioned plant wasfully operational as the requisite alternate arrangements were made by the Company duringthe strike period. The Company's second plant at Pithampur Madhya Pradesh is operationalas usual.

The Company has been constantly endeavouring to improve quality reduce cost ensuresafety and improve productivity at all levels. Emphasis was also laid towards raisingawareness on health and wellness of employees.

Particulars of Employees and related disclosures

Considering the provisions of Section 197 of the Act read with the relevant rules andhaving referred to provisions of Section 136(1) of the Act the Directors' Report is beingsent to the Members of the Company excluding details of particulars of employees andrelated disclosures. The said information/ details are available for inspection at theRegistered Office of the Company during working hours on any working day. Any Memberinterested in obtaining this information may write to the Company Secretary and thisinformation would be provided on request.

Disclosure – Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a policy on Prevention of Sexual Harassment at Workplace inline with the requirements of ‘The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013' and the Rules framed there under. AnInternal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent temporary trainee etc.) arecovered under this Policy. During the year no complaint with allegation of sexualharassment was received by the Company.

General

1. The Company held no deposits at the beginning of the year nor accepted any depositsduring the year under report.

2. All equity shares issued by the Company rank pari-passu in respect of right toreceive dividend voting rights or otherwise.

3. During the year under report no shares were issued as sweat equity to any of theemployees or others.

4. The Company does not have any subsidiary and no remuneration was received by anyWhole-time Director of the Company from a subsidiary.

5. During the year under report no strictures or material orders were passed by anyRegulator or a Court or a Tribunal which may impact on the going concern status of theCompany or its operations in future.

6. There has been no instance of fraud reported by the Auditors under Section 143(12)of the Act and Rules framed there under either to the Company or to the CentralGovernment.

7. The Central Government under Section 148(1) of the Act has not prescribedmaintenance of cost records in respect of the activities carried out by the Company.

8. During FY 2020-2021 the Company has complied with all applicable SecretarialStandards issued by the Institute of Company Secretaries of India.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the banks government authorities customers vendors andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.

For and on behalf of the Board of Directors

Pune Dinesh Munot
July 24 2021 Chairman
(DIN: 00049801)

.