|The Members of |
|Zeal Aqua Limited |
Your Directors take pleasure in submitting the 12th Annual Report ofthe Business and operations of your Company and the Audited Financial Statements for thefinancial year ended 31st March 2020.
1. FINANCIAL HIGHLIGHTS/STATE OF AFFAIRS
The Company's financial performance for the year ended on 31stMarch 2020 is summarized below:
|Financial Results and Appropriations ||Year Ended ||Year Ended |
|31.03.2020 ||31.03.2019 |
|Gross Income from Operations ||23851.88 ||23181.30 |
|Other Income ||1109.14 ||630.32 |
|Total Revenue ||24961.02 ||23811.62 |
|Profit Before Tax and Exceptional items ||604.11 ||934.18 |
|Less: || || |
|Exceptional items ||- || |
|Profit Before Tax (PBT) ||604.11 ||934.18 |
|Less: Taxation ||(29.06) ||183.86 |
|Net Profit after Tax (PAT) ||633.17 ||750.32 |
The company got migrated from BSE SME Platform to the main Board of BSEw.e.f. 07 October 2019 thereafter it has started disclosing its results on quarterlybasis of which results are subjected to limited review and publishes audited financialresults on an annual basis. The Financial Statements as stated above are also available onthe Company's website www.zealaqua.com
2. FINANCIAL PERFORMANCE
During the year your Company recorded total revenue of 24961.02 Lacsin financial year 2019-20 as compared to total revenue of 23811.62 Lacs in financial year2018-19 and Profit before Tax for the year 2019-20 stood at 604.11 Lacs as compared toProfit before tax of 934.18 Lacs in financial year 2018-19. Profit after Tax for thecurrent year stood at 633.17 Lacs as compared to Profit after Tax of 750.32 Lacs infinancial year 2018-19. A detailed analysis on the Company's performance is includedin the "Management's Discussion and Analysis" Report which forms part ofthis Report.
3. ROAD AHEAD
Our vision of moving up the value chain from being farmer to processorhas been finally taking shape. Our priorities are as follows:
Increasing the revenue share of value added products
Smoothening and increasing the Utilization of the Processing Plant
Operationalize the first phase of Shrimp Nursery technique
At Zeal Aqua we are very excited to enter into the new phase of growthand will continue to invest in our capabilities to increase market share and create valuefor the shareholders.
Keeping in mind the overall performance and outlook for your Companyyour Board of Directors are not declaring dividends as the company require funds for itsrecently commercial project. Your Directors do not recommend any dividend for the yearended 31st March 2020.
5. UNCLAIMED DIVIDEND
There is no balance lying in unpaid dividend account.
6. TRANSFER TO RESERVES
Company has not transferred any amount from profit to general reserve.
7. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of Companies (Management andAdministration) Rules 2014 the Extract of the Annual Return as at 31st March2020 in Form MGT-9 is annexed to this Report as Annexure I. This Report isalso available on the Company's website at www.zealaqua.com .
8. CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporategovernance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Company is filing Corporate Governance Report to stockexchange quarterly. However as per Regulation 34(3) read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 company is giving report oncorporate governance report in annual report of the company. Corporate Governance Reportis as per Annexure II. The requisite certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached in thereport on Corporate Governance.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act 2013 read withthe Articles of Association of the Company Mr. Dhavalkumar Shantilal Patel(DIN:02961674) Whole time Director retire by rotation and is being eligible has offeredhimself for re-appointment at the ensuing Annual General Meeting. Company's policy ondirectors' appointment and remuneration is available on the website of the company athttp://www.zealaqua.com/policy.php
Based on the confirmations received from Directors none of theDirectors are disqualified from appointment under Section 164 of the Companies Act 2013.
The following are the List of Directors and KMP of the Company duringthe year:
|Name of Directors ||Category & Designation ||Appointment date ||Change in designation ||Resignation date |
|Shantilal Ishwarlal Patel* ||Executive/ Managing Director ||06.03.2009 ||25.03.2015 ||- |
|Pradipkumar Ratilal Navik* ||Executive/ Whole-time Director ||06.03.2009 ||25.03.2015 ||- |
|Rohan Pradipkumar Navik* ||Executive/ Whole-time Director ||06.06.2011 ||25.03.2015 ||- |
|Dhavalkumar Shantilal Patel ||Executive/ Whole-time Director ||22.09.2017 ||- ||- |
|Naginbhai Paragbhai Patel* ||Non Executive/ Independent Director ||25.03.2015 ||- ||- |
|Cyrus Dinsha Bhathena ||Non Executive/ Independent Director ||14.10.2017 ||24.09.2018 ||- |
|Shahzad Yazdi Gandhi ||Non Executive/ Independent Director ||29.12.2017 ||24.09.2018 ||- |
|Sharmin Mehernosh Dordi ||Non Executive/ Independent Director ||24.09.2018 ||- ||- |
|Shailendrasingh Chatarsingh Patil ||Chief Financial Officer ||25.03.2015 ||- ||- |
|JavanikaGandharva ||Company Secretary ||04.04.2016 ||- ||31.05.2019 |
|Khushboo Vaishnav ||Company Secretary ||02.09.2019 ||- ||- |
*Shantilal Patel Pradipkumar Navik Rohan Navik and Naginbhai Patelwere reappointed in AGM held on 30th September 2019 for further period of five yearscommencing from 25th March 2020. The members of the Board of Directors of the Company areof proven competence and integrity. Besides having financial literacy experienceleadership qualities and the ability to think strategically the Directors have asignificant degree of commitment to the Company and devote adequate time for the meetingspreparation and attendance.
10.NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meetinghad taken place during the year and their details along with their attendance is given inAnnexure II in the Corporate Governance Report.
11.COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereofand detail of the changes in their composition if any is given in Annexure IIin the Corporate Governance Report. The composition of the Board and its committee is alsoavailable on the website of the company at www.zealaqua.com .
12.ANNUAL EVALUATION BY THE BOARD
During the year the Board has carried out the annual evaluation of itsown performance as well as the evaluation of the working of its Committees and individualDirectors including Chairman of the Board. This exercise was carried out through astructured questionnaire prepared separately for Board Committee and individualDirectors. The performance of the board was evaluated by the board after seeking inputsfrom all the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The board and the nomination and remunerationcommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the chairman was also evaluated onthe key aspects of his role. The Board acknowledged certain key improvement areas emergingthrough this exercise and action plans to address these are in progress. The performanceevaluation of the Non Independent Directors performance of Board as a whole includingChairman was carried out by the Independent Directors at a separate meeting of theIndependent Directors on 14th February 2020. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
13.DECLARATION BY INDEPENDENT DIRECTORS
Company has received declaration from all the independent directorsduly signed by them stating that they meet the criteria of independence as provided insection 149(6) of the Companies Act 2013.
There has been no Change in the circumstances affecting their status asIndependent Directors of the Company so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantregulations. All the independent directors have enrolled with the Indian Institute ofCorporate Affairs at Manesar for exam "Online Self-Assessment Test".
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act 2013 theIndependent Directors of the company have complied with the code of Independent Director.Independent Directors met separately on 14th February 2020 to inter alia review theperformance of Non-Independent Directors (Including the Chairman) the entire Board andthe quality quantity and timeliness of the flow of the information between the Managementand the Board.
14.ENERGY CONSERVATION MEASURES TECHNOLOGY ABSORPTION AND R & DEFFORTS AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy Technology Absorptionand Foreign Earning and Outgo as required under Section 134(3)(m) of the Companies Act2013 read together with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part ofthis Report as Annexure III.
15.PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
There was no employee drawing remuneration in excess of limitsprescribed under section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheDisclosures pertaining to remuneration as required under section 197(12) of the companiesact' 2013 read with rules 5 of the companies (appointment and remuneration ofmanagerial personnel) Rules 2014 are annexed in Annexure IV to this reportand form part of this Report.
16.PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company duringthe financial year with related parties were in the ordinary course of the business and onan arm's length basis.
The Policy on Related Party Transactions is uploaded on the website ofthe company. The web link is http://www.zealaqua.com/policy.php. Particulars of contractsor arrangements with related parties referred to in Section 188(1) of the Companies Act2013 in the prescribed Form AOC-2 is attached and forms part of this Directors'Report as Annexure V.
M/s PARY & Co. Chartered Accountant are Statutory Auditors ofthe Company who were re appointed in 11th Annual General Meeting on 30.09.2019to hold the office until the conclusion of the 15th Annual General Meeting.
M/s. GRR & Co. Chartered Accountants Surathas been internalAuditor of the Company for the period of five years from Financial Year 2019-20 to2023-24. Internal Auditors are appointed by the Board of Directors of the Company onyearly basis based on the recommendation of the Audit Committee. The Internal Auditorreports their findings on the internal Audit of the Company to the Audit Committee on aquarterly basis. The Scope of Internal audit is approved by the Audit Committee.
In accordance with the provisions of Section 204 of the Companies Act2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014your Company had appointed Mr. Ranjit Binod Kejriwal Practicing Company Secretary(Membership No. FCS: 6116; CP No: 5985) to undertake the Secretarial Audit of the Companyfor the period of Five years from Financial Year 2019-20 to 2023-24. The Secretarial AuditReport for the Financial Year 2019-20 is annexed to this Report as
18.COMMENTS ON AUDITOR'S REPORT
The report of the Auditors is self-explanatory and does not contain anyqualification reservation or adverse remark and does not call for any comment as persection 134 of the Companies Act 2013. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee of the Company in the year under review.
19.MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the Regulation 34 of SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis of the financialcondition and results of consolidated operations of the Company under review is annexedand forms an integral part of the Directors' Report is given in Annexure VII.
20.CEO & CFO CERTIFICATION
Pursuant to Regulation 17(8) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Certificate from Mr.Shailendrasingh Chatarsingh Patil Chief Financial Officer of the Company for theyear ended 31st March 2020 is attached herewith as annexure VIII.
21.DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of theCompanies Act 2013 Directors subscribe to the "Directors' ResponsibilityStatement" and confirm that:
|a) In preparation of Annual Accounts the applicable accounting standards have been followed and that no material departures have been made from the same; |
|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 at the end of the financial year and of the profit or loss 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 Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; |
|d) The Directors have prepared the annual accounts for the year ended 31stMarch 2020 on going concern basis. |
|e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and |
|f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. |
22.SUBSIDIARY JOINT-VENTURE AND ASSOCIATES COMPANIES
The Company does not have any subsidiary Joint Venture and AssociateCompanies.
23.DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE
There was no significant material order passed by the regulators orcourts or tribunals impacting the going concern status and company's operation innature.
The company has not accepted deposits from the public during thefinancial year under review within the meaning of Section 73 of the Act of the CompaniesAct 2013 read with Companies (Acceptance of Deposits) Rules 2014.
Details of Money received from Directors:
|Sr. No. ||Name of Directors ||o/s Amount as on year end (Amount in Lacs) (in Rs.) |
|1 ||Dhaval Patel ||18.80 |
|2 ||Pradipkumar Navik ||212.41 |
|3 ||Rohan Navik ||9.04 |
|4 ||Shantilal Patel ||68.22 |
25.LISTING AT STOCK EXCHANGE
The company got migrated from BSE SME Platform to the main Board of BSEw.e.f. 07 October 2019. The Annual Listing Fee for the current year has been paid to theBSE Limited.
26.SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticatedits Audited Financial Results for the year ended 31stMarch 2020 in the Boardmeeting duly held on 30th June 2020 which is well within the statutory timelimits as prescribed in the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
The paid up Equity Share Capital of the Company as on March 31 2020was Rs. 1260.66 Lacs. Apart from this company has not issued any shares with differentialvoting rights sweat equity shares or employee stock options.
Meetings of Board of Directors and Committees
The Details of All meeting of Board of Directors and Committee meetinghad taken place during the year and their details along with their attendance is given inTable 2 of Annexure II.
Composition of Board and its Committee
The detail of the composition of the Board and its committees thereofand detail of the changes in their composition if any is given in Annexure IIin the Corporate Governance Report.
28.MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY
In the last month of FY 2020 the COVID-19 pandemic developed rapidlyinto a global crisis forcing governments across the globe to enforce lock-downs of alleconomic activity. For the Company the focus immediately shifted to ensuring the healthand well-being of all employees and on minimizing disruption to services for all ourcustomers globally. In order to ensure smooth functioning work from home facility wasextended to most of the employees of the company. Although there were uncertainties due tothe pandemic in the last quarter of FY2020 inherent resilience of the business model willposition the Company well to navigate the challenges ahead. Also as the company is inessential services i.e. supply of food operations were going on to some extent in thecompany amidst lockdown period also. But then also the Covid-19 will impact the financesof the company and its impact can be ascertained only after life coming to stableposition.
29.CHANGE IN NATURE OF COMPANY BUSINESS
The Company is engaged in aquaculture industry especially prawnfarming and trading of Seed Feed and Medicines required for Shrimp Farming. The companyhas started Shrimp Processing Unit and commercial production of the Shrimp Processing Unitand started export of processed shrimp.
30.CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are applicable to the Company. The Disclosure shall bein Annexure IX.
The Company has a Corporate Social Responsibility Policy and the samehas been posted on the website of the Company at http://www.zealaqua.com/policy.php
31.VIGIL MECHANISM & WHISTLE BLOWER POLICY
Your Company has established a mechanism called Vigil Mechanism/WhistleBlower Policy for the directors and employees to report to the appropriate authorities offunethical behavior actual or suspected fraud or violation of the Company's code ofconduct or ethics policy and provides safeguards against victimization of employees whoavail the mechanism. The policy permits all the employees to report their concernsdirectly to the Chairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board isuploaded on the Company's website. The web link is http://www.zealaqua.com/policy.php
32.POLICY ON RELATED PARTY TRANSACTIONS
The Board of the Company has adopted the Policy and procedure withregard to Related Party Transactions. The policy envisages the procedure governing themateriality of Related Party Transactions and dealing with Related Party transactionsrequired to be followed by Company to ensure compliance with the Law and Regulation. Thesaid Policy is available on the website of the Company.
The Company has a Related Party Transaction Policy and the same hasbeen posted on the website of the Company at http://www.zealaqua.com/policy.php
33.PARTICULARS OF LOAN GIVEN INVESTMENTS MADE GUARANTEE GIVEN ANDSECURITY PROVIDED
The company has not given any loans or guarantees or investments undersection 186(4) of Companies Act 2013.
34.INTERNAL FINANCIAL CONTROL SYSTEM
The Company has a well placed proper and adequate internal financialcontrol system which ensures that all the assets are safeguarded and protected and thatthe transactions are authorized recorded and reported correctly. The internal audit coversa wide variety of operational matters and ensures compliance with specific standard withregards to availability and suitability of policies and procedures. During the year noreportable material weakness in the design or operation were observed.
35.RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY
The Board has adopted the policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to the Company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures. The Company's internal control systemsare commensurate with the nature of its business and the size and complexity of itsoperations. These are routinely tested and certified by Statutory as well as InternalAuditors. Significant audit observations and follow up actions thereon are reported to theAudit Committee. For ensuring independence of audits the Internal Auditors reportdirectly to the Audit Committee. Both Internal and Statutory Auditors have exclusiveexecutive sessions with the Audit Committee on a regular basis. In addition during theyear the Management performed a review of key financial controls at entity as well asoperating levels.
The Company has in place a mechanism to identify assess monitor andmitigate various risks to key business objectives which has been enhanced during thisyear. Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis. These are discussed at the meetings ofthe Audit Committee and the Board of Directors of the Company. These have also beenreported and discussed in detail in the Management's Discussion and Analysis Reportannexed to this report.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the InternalStatutory and Secretarial Auditors and external consultants and the reviews performed byManagement and the relevant Board committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls were adequate andeffective during the financial year 2019-20.
36.STATEMENT ON RISK MANAGEMENT
During the financial year under review a statement on risk managementincluding identification therein of elements of risk if any which in the opinion of theBoard may threaten the existence of the company as per the provisions of Section 134(3)(n) of Companies Act 2013; has been annexed in Annexure X.
37.CODE OF CONDUCT
Board of Directors has revised and adopted Code of Conduct for Board ofDirectors and Senior Management Personnel in the meeting of Board held on 02nd February2020. During the year Board of Directors and Senior Management Personnel has compliedwith general duties rules acts and regulations. In this regard certificate from ManagingDirectors as required under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 has been received by the Board and the same is attachedherewith as per Annexure XI
Code of Conduct form Board of Directors and Senior Management Personnelrevised on February 14 2020 and is available on ink: http://www.zealaqua.com/policy.php
38.PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your company adopted policy of "Prevention of Sexual Harassment ofWomen at Workplace". There were no incidences of sexual harassment reported duringthe year under review in terms of the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and Rules made there under.
The company has complied with the provisions relating to constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act
2013.Your director's further state that during the year underreview there were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
The company is not required to maintain Cost Records as specified byCentral Government under section 148(1) of the Companies Act 2013 and accordingly suchaccounts and records are not made and maintained.
40.SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIESOF INDIA (ICSI)
The Company complies with all applicable mandatory SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).
41.PREVENTION OF INSIDER TRADING
The Company has adopted a Code Of Internal Procedures And Conduct ForRegulating Monitoring And Reporting Of Trading By Insiders And Code Of Practices AndProcedures For Fair Disclosure Of Unpublished Price Sensitive with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
The Company has a Prohibition of Insider Trading Policy and the samehas been posted on the website of the Company at http://www.zealaqua.com/policy.php
All the properties and the insurable interest of the company includingbuilding plants and machinery and stocks wherever necessary and to the extent requiredhave been adequately insured. The company keeps reviewing the insurance amount every yearas per requirement.
43.RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Onlyprogressive research and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature size of operations of your Company.
During the year under review no fraud has been reported by Auditorsunder Section 143(12) of the Companies Act 2013.
45.OPINION OF BOARD
During the year No Independent Director was appointed in the companyexcept Mr. Naginbhai Paragbhai Patel was reappointed for further period of five years from25th March 2020. The Board of directors consists of independent Director havingintegrity relevant expertise and experience.
Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication and commitment and express their sincere thanksand appreciation to all the employees for their continued contribution support andco-operation to the operations and performance of the company.
Your Directors would like to express their sincere appreciation of theco-operation and assistance received from Shareholders Bankers regulatory bodies andother business constituents during the year under review.
Your Directors also wish to place on record their deep sense ofappreciation for the commitment displayed by all executives officers and staff resultingin successful performance of the Company during the year.
| ||By order of the Board of Directors |
| ||For Zeal Aqua Limited |
|Date: 27thAugust 2020 ||Sd/- ||Sd/- |
|Place: Surat || || |
| ||Shantilal Ishwarlal Patel ||Pradipkumar Ratilal Navik |
| ||Managing Director ||Whole Time Director |
| ||(DIN: 01362109) ||(DIN: 01067716) |