DIRECTORS REPORT TO THE MEMBERS

The Directors are pleased to present the 36^th Annual Report covering the operational and financial performance of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

OPERATION REVIEW AND FUTURE OUTLOOK

The operation of the Company has been adversely affected by the adverse Global Market during the year under review. The revenue from operation for the current year was Rs.11483.55/- Lakhs compared to Rs.13305.25/- Lakhs in the previous year. The tax expenses of the Company (Current & deferred) was Rs.1.79/- Lakh in comparison of Loss figure of (Rs. 88.68) Lakh in previous year. The net Profit/(Loss) after Tax for the current year is {187.96/-)Lakhs compared to profit/(Loss) of { Rs..207.62/-)Lakhs in the previous year.

During the year 2017-18, there was no significant change in the business model of the Company.

WEAVING DIVISION

Demands of the Silk 8i Velvet Fabrics were under pressure due to financial crisis in the European and American Continent. In-spite of pressure in the Global Market the Financials of the Divisions for the year under review has been improved compares to previous year mainly due to correction in raw material.

SPINNING DIVISION

SPINNING DIVISION

The Management would like to inform that the plant of Spinning Division located at Sarandi, Dholka, Ahmedabad, Gujarat had already been closed and there has been no work since Decernber'2015.

DIVIDEND

To conserve the resources of the Company, the Board of Directors do not recommend any dividend for this year also.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

In terms of Section 186 of the Companies Act'2013 and Rules framed thereunder, details of the Loans given and Investments made by your Company have been disclosed in Notes of the Financial Statements for the year ended March3r2018, which forms part of this Annual Report. Your Company has not taken any term Loan during the year under review.

CREDIT RATING

During the year under review, ICRA Limited (ICRA) has reaffirmed the Credit Rating of '[ICRA] A4' (pronounced as ICRA A Four) for the Fund and Non-Fund Based Facilities of your Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

Subsequent to the end of the financial year on March 31'2018 till date, there has been no material change and/ or commitment which may affect the financial position of the Company.

LISTING INFORMATION

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited (BSE) and on the National Stock Exchange of India Limited (NSE).

ACCREDITATION

The Company continues to enjoy ISO 9001:2008 accreditation MADE BY TUV NORD.

PUBLIC DEPOSITS

The Company has not accepted any fixed deposits during the year under review.

RELATED PARTY TRANSACTIONS

During the Financial year ended March 31'2018, all transactions with the Related Parties as defined under the Companies Act'2013 read with Rules framed thereunder were in the ordinary course of business' and 'at arm's length' basis. All Related Party Transactions are placed before the Audit Committee as also to the Board for Approval. As required under Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. Details of Contracts entered into with Related Parties under the provisions of sub-section 1 of section 188 of the Companies Act, 2013 forms part of the Report as Annexure 1

EXACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9, as required under section 92 of the Companies Act, 2013, in included in this Report and forms an integral part of this Report. The link of the same may be accessed on the Company's website i.e.www.zenithexportslimited.com.

STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Companies Act'2013 read with the Companies (Audit and Auditors) Rules,'2O14, as amended M/s. V. Goyal & Associates, Chartered Accountants (ICAI Firm Registration No.312136E), Kolkata, were appointed as Statutory Auditors of your Company in the 35^th Annual general Meeting of the Company for a term of 5 years till the conclusion of 40^th Annual General meeting.

Earlier, pursuant to first provision of Section 139 of Companies act 2013, the Company was required to place the ratification of appointment of statutory auditors at every annual general meeting. But, pursuant to the Companies (Amendment) Act, 2017 dated 3^rd January, 2018 and commencement of amended provisions as per notification dated 7th May, 2018, the said provision was omitted. Hence, the Company is not required to place the shareholders resolution for approval for ratification of the appointment of Statutory Auditors till the conclusion of their tenure i.e. 40^th Annual General Meeting of the Company.

The financial statements of the Company including Balance Sheet, Statements of Profit and Loss and Cash Flow Statement including Notes and Schedules to the Accounts have been audited by M/s. V. Goyal & Associates Chartered Accountants, Kolkata.

The independent Auditors Report given by the Auditors on the financial statements of the Company is part of Annual Report. There had been no qualifications, reservation, adverse remark or disclaimer given by the Auditors in their Report.

SECRETARIAL AUDITOR

In terms of Provisions of Section 204 of the Companies Act'2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules'2014, the Board of Directors had appointed CS Asit Kumar Labh, Company Secretary, Kolkata, as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report does not contain any adverse remark, qualification reservation, or disclaimer given by the Auditors in their Report.

However, the Auditor had raised one point of payment of fine levied by the Stock Exchange to your Company in regard of 1 day delay in conducting the Board Meeting for the June Quarter ending on 30.06.2017.

Your Company would like to clarify that this delay was made due to the first time adoption of IND-AS in the Accounting system of your Company. However, there was no further delay in conducting any of the meetings thereafter.

COST AUDITOR

There are no Cost Audit criteria applicable for the financial year 2017-18 to your Company.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year 2017-18, your Company has complied with applicable Secretarial Standards, issued by the institute of Company Secretaries of India.

INTERNAL CONTROL SYSTEM

The Company has an adequate internal control system which commensurate with the size, scale and complexity of its operations. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company.

SIGNIFICANT AND MATERIAL LITIGATIONS/ ORDERS

There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations. The details of litigation on tax matters are disclosed in the Auditors' Report and Financial Statements which forms part of this Annual Report.

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 provided below:

A. POWER AND FUEL CONSUMPTION

CONSUMPTION PER UNIT OF PRODUCTION

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

BOARD OF DIRECTORS AND KEY MANEGARIAL PERSONNEL

(i) Change in Directors

Mr. Keshar Deo Rungta, Independent Director of the Company had resigned from the Directorship of the company with effect from 28/02/2018.

(ii) Key Managerial Personnel

The following are the Key Managerial Personnel of the Company as defined under Sections 2(51), 203 of the Companies Act'2013 read with Company's appointment and Remuneration of Managerial personal Rules, 2014.

- Mr. Surendra Kumar Loyalka as the whole time Managing Director of the Company

- Mr. Raj Kumar Loyalka as Chief Executive Officer of the Company

- Mr. Govind Pandey as the Company Secretary of the Company

- Mr. Sushil kumar Kasera as the Chief Financial Officer of the Company

(iii) Director Liable to retire by rotation

In accordance with the provisions of the Companies Act, 2013 and the Article of Association of the Company, Mr. Surendra Kumar Loyalka being longest in office retires by rotation and being eligible offers his candidature for reappointment as Director.

(iv) Independent Directors Declaration

The Company has received declaration from all Independent Directors of the Company confirming that they continue to meet with the criteria of Independence as prescribed under Section 149(6) of the Companies Act'2013 and Regulation 25 &. 16 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

(v) Board Evaluation

Pursuant to the provisions of the Companies Act'2013 and applicable regulation of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, Independent Director at their meeting without the participation of the Non-Independent Directors and management, considered, evaluated the Boards performance. Performance of the Chairman and other Non-Independent Directors.

The Board also evaluated its own performance, the working of its Committees (Audit, Nominations and Remuneration and Stakeholders Relationship Committee) and Independent Director (without participation of the relevant directors)

The Criteria of performance evaluation have been detailed in the Corporate Governance Report.

(vi)Remuneration Policy for Directors

The Policy for remuneration of Directors, key Managerial Personnel and members of the Executive Committee is set out in Corporate Governance Report.

(vii) Meeting

- Board of Directors

During the year five Board Meetings were held, the details of which are given in the Corporate Governance Report.

- Audit Committee

The Audit Committee comprises 3 members. The Chairman of the Committee is an Independent Director. The committee met five times during the year. Details of role and responsibilities of the Audit Committee, the particulars of meeting held, attendance of Members are given in Corporate Governance Report.

DIRECTORS' RESPOSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Companies Act'2013, the Directors, to the best of their knowledge and belief, hereby confirm that:

I. In the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

II. 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 31st March'2018 and profit and loss for the year ended on that day;

III. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

IV. The Directors had prepared the Annual Accounts on a going concern basis;

V. The Directors had laid down internal financial controls to be followed by the Company and the such internal financial control are adequate and were operating effectively and; The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company had adopted Indian Accounting Standards (IND AS) for the preparation of financial statements for the financial year 2017-18 onwards in accordance with Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as amended.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The vigil mechanism of the Company also incorporates a Whistle Blower Policy in terms of the Listing Agreement. Protected disclosures can be made by a whistle blower through email, or telephone line or letter to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website i.e. www.zenithexportslimited.com.

No person has been denied an opportunity to have access to the Vigil Mechanism Committee including the Audit Committee Chairman. During the year under review, there has been no incidence reported which requires action by the Vigil Mechanism Committee.

RISK MANAGEMENT

The Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the company.

PARTICULARS OF EMPLOYEES

Disclosure regarding section 197(12) of the companies act'2013 read with rules 5(1) of the companies (appointment and remuneration of managerial personnel) rules'2016 has been form part of this Report as Annexure II

POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has adopted a Policy under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act'2013 and Rules framed thereunder. An internal Complaints Committee (ICC) with requisite number of representatives has been set up to redress complaints relating to sexual harassment. Further there had been no complain as such received by the committee during the year.

CORPORATE GOVERNANCE

It has been the endeavor of your Company to follow and implement best practices in corporate governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as required under Regulation 34(2)(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations'2015 is disclosed separately in this report.

CAUTIONARY STATEMENT

Certain Statement in the Management Discussion and Analysis describing the Company's view about the industry, expectations/predictions, objectives etc. may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those implied therein. Important factors that could make a difference include raw material availability and prices, demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, industrial relations and economic developments within India and countries with which the Company conducts business and other incidental factors.

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

Surendra Kumar Loyalka

Chairman cum Managing Director

DIN:00006232

Place: Kolkata

Dated: 13^th August'2018