Zenith Steel Pipes & Industries Ltd

To the Members,

Our directors have pleasure in presenting the 62^nd Annual Report and the Company?s audited financial statements for the financial year ended March 31, 2024.

(in Lakhs)

The revenue from operations for the year has been Rs. 14,321.66 Lakh as against Rs. 16,405.59 Lakh in the previous year. The Net Loss of our Company, for the year amounted to Rs. 62.67 lakhs as against profit Rs. 42.90 lakhs during the previous financial year 2022-23.

In view of huge losses and financial crunches, our directors have not recommended dividend for the year ended March 31, 2024.

Exports turnover decreased to Rs. 3493.25 Lakh for the year ended 31^st March, 2024 as compared to Rs. 12,428.33 Lakh in previous year.

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

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

During the year under review the Company has not allotted any shares to promoters and non-promoters.

There is no change in the nature of the business of the Company during the 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.

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, 2024.

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 31^st March, 2024 have been received by the Company and a statement pursuant to section 129 of the Companies Act, 2013, forms part of this Annual Report. Our 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 Company?s subsidiary for the year ended 31^st March, 2024, 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.

(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:

(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.

In compliance with Regulation 34 (2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis Report which also includes further details on the state of affairs of the Company, as approved by the Board of Directors is attached herewith Annexure ‘A? of this report.

A report on Corporate Governance along with the Compliance Certificate from the Practicing Company Secretary is annexed here to and forms part of this report as Annexure ‘B?.

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 31^st March, 2024 and the Loss of the Company for the financial year ended 31^st March, 2024.

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.

M/s. CKSP and CO LLP, Chartered Accountants Mumbai, (FRN: 131228W /W100044) were appointed as Statutory Auditors of the Company in the 58^th Annual General Meeting (AGM) for five years. They fulfill the eligibility criteria and their appointment is in pursuance with the provisions of the companies act, 2013 and rules made thereunder.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7^th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Company has appointed M/s. D E V A M & Associates LLP, Chartered Accounts as its Internal and Management Auditors to carry out the Internal Audit of various operational areas of the company.

The Board had appointed M/s. Y.R. Doshi & Co. Cost Accountants as the Cost Auditor for the F.Y. 2023-24 at remuneration of Rs. 75,000/- p.a. subject to ratification by the members in the ensuing Annual General Meeting.

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

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

(i) Explanation for Statutory Auditor?s Remark

(ii) Explanation for Secretarial Auditor?s Remark:

Seven 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.

Company?s Policy on Directors Appointment and Remuneration etc.

The Company has prepared a policy on Director?s 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

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:

1. 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 Director?s performance as required under Section 178(2) of Companies Act, 2013.

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

The Company had 7 (Seven) times Board Meetings during the financial year on 29-05-2023, 15-07-2023, 11-08-2023, 07- 09-2023, 06-11-2023, 13-02-2024 and 27-03-2024 the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was with in the period prescribed under the Companies Act, 2013.

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.

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

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.

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 sustain able 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 1000 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation21of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

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

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.

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules made thereunder, all related party transactions that were entered into during the financial year were on arm?s 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 Company?s website at www.zenithsteelpipes.com.

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.

The company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mis-management.

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

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.

As required under Section 134(3) (a) & Section 92(3) of the Act, the Annual Return is put up on the Company?s website and can be accessed at www.zenithsteelpipes.com & Extracts of the Annual return in form MGT 9 for the Financial Year 2023-24 is uploaded on the website of the Company and can be accessed at www.zenithsteelpipes.com.

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 company?s operations in future.

The listed entity banned from the capital market for three years by Securities and Exchange Board of India under Section11, 11B (1) &11(4) of the SEBI Act 1992 vide order dated 30.03.2021 in the matter of GDR issue.

The information required under Section 197 of the Companies Act, 2013 read with Rule5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: NA

b. 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 % increase in the remuneration in the

c. The percentage increase in the median remuneration of employees in the financial year: 26.61

d. The number of permanent employees on the rolls of company: 166

e. Average percentile increases 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; - Nil

f. 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.

g. As none of the employees is drawing remuneration not less than Rs. 102 Lakhs p.a. or Rs. 16.16 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.

h. 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.

The Company has in place a Policy for Prevention Prohibition and Redressal of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. 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 during the year.

Certificate by the Whole time Director and Chief Financial Officer (CFO) pursuant to Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended 31st March, 2024 is provided under Corporate Governance Report.

Our 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, cooperation and support, have enabled the Company to achieve the desired results during the year.

Our 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 Board of Directors of Zenith Steel Pipes & Industries Limited

SD/-

MINAL UMESH POTE Wholetime Director Mumbai, September 07, 2024

Registered Office:

5thFloor, Industry House, 159,

Churchgate Reclamation, Mumbai 400020

CIN: L29220MH1960PLC011773

E-mail: zenith@zenithsteelpipes.com;

Website: www.zenithsteelpipes.com

Tel: 022-66168400,

Fax: 022-22047835