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Zodiac Energy Ltd.

BSE: 535032 Sector: Engineering
NSE: ZODIAC ISIN Code: INE761Y01019
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Zodiac Energy Ltd. (ZODIAC) - Director Report

Company director report

Dear Shareholders

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company") along with the audited financial statements for thefinancial year ended March 31 2020.

Financial Highlights:

(Amount in Lakhs)

Particulars F.Y. 2019-20 F.Y. 2018-19
Revenue from Operations 6818.31 6328.00
Other Income 31.01 14.25
Total Income 6849.32 6342.25
Less: Total Expenses before Depreciation Finance Cost and Tax 6337.53 5850.87
Profit before Depreciation Finance Cost and Tax 511.79 491.38
Less: Depreciation 10.69 11.28
Less: Finance Cost 73.85 27.86
Profit Before Tax 427.26 452.24
Less: Current Tax 125.10 140.85
Less: Deferred tax Liability (0.81) (2.82)
Less: Pervious year tax adjustment 2.85 4.10
Profit after Tax 300.11 310.12

PERFORMANCE HIGHLIGHTS:

During the year under review the revenue from operation of the Company stood at6818.31 Lakhs as compared to 6328.00 Lakhs during the financial year 2018-2019 whichstates around 7.75% growth in the revenue. Your Company has recorded total income to thetune of 6849.32 Lakhs during the financial year 2019-20 compared to 6342.25 Lakhs in thecorresponding previous financial year. During the year your Company has generatedearnings before interest depreciation and tax (EBIDTA) of 511.79 Lakhs as compared to491.38 Lakhs in the previous year. The net profit after tax stood at 300.11 Lakhs duringthe current financial year 2019-20 as compared to 310.11 Lakhs in the previous financialyear 2018-19 which states stability in the profit of the Company. Our profit remainedstable due to increase in administrative cost as well as Finance Cost during the year.However the revenue from operation was increased in proportion of the increased inexpenses. Hence the stability in the profit is due to increase in sale of goods as wellas increase in other income during the year.

EFFECTS OF COVID -19 ON THE BUSINESS OF THE COMPANY:

The COVID-19 pandemic towards the end of financial year under review created lot ofuncertainty on supply as well as demand side and instrumental in creating high volatilityin the market. The COVID-19 pandemic has few adverse effects on the solar sector in Indiatoo such as shortage of manpower adherence to social distancing lack of parts andequipment. The reverse migration of skilled and unskilled labour etc. At present 80% ofthe solar cells and modules used in Indian projects are coming from China. This pandemicsituation has affected the manufacturing capacities of China since mid-January 2020 dueto this many ship container companies had also stopped functioning out of Chinese portsand transporting goods from China to other countries including India. This created hugedisruption in supplies of components for the projects to be executed and due to this wecould not book the sale of many projects and same has been shifted to Q1-FY 2020-21. Thebrighter side of this pandemic situation is that during the lock-down the solar powerplants installed by clients were continuously earning for them. Due to this many clientsin residential industrial and commercial sector are thinking positively for installingsolar power plants for their electricity requirements. The Government of Gujarat has giventremendous and commendable support to resume businesses in this pandemic situation. Weappreciate their support.

DIVIDEND:

Your Directors do not recommend any dividend on Equity Shares for the year underreview.

TRANSFER TO GENERAL RESERVE:

Your Directors do not propose transfer of any amount to the General Reserves. Fullamount of net profit is carried to reserve& Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS:

During the year your Company has not changed its business or object and continues tobe in the same line of business as per main object of the Company.

SHARE CAPITAL:

During the year under review there were no changes have taken place in the authorizedand paid-up share capital of the Company:

Authorized Capital: -

The Authorized Capital of the Company is 75000000/- divided into 7500000 EquityShares of 10/-

Issued Subscribed & Paid-up Capital: -

The present Paid-up Capital of the Company is 73167200/- divided into 7316720 EquityShares of 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Chairman emeritus: -

Our Board of Directors has appointed Mr. Pranav Mehta as a Chairman Emeritus of theCompany with effect from September 16 2017. Mr. Pranav Mehta is a well-respected name inIndia as well as other countries in the area of Solar Energy for his dedicated advocacyand action for wide spread solar penetration and sustainable growth not only with thegovernments but also the corporate sector and he continues to work in the policy advocacyand supporting environmental activities in India and elsewhere in the other countries.

Constitution of Board: -

As on the date of this report the Board comprises following Directors;

No. of Committee1

Name of Director Category Cum Designation Date of Appointment at current Term & designation Total Directorship2 in which Director is Members in which Director is Chairman No. of Shares held as on March 31 2020
Mr. Kunjbihari Shah Managing Director September 082017 1 2 - 4391520 Equity Shares
Ms. Parul Shah Whole-Time Director September 082017 1 - - 212400 Equity Shares
Mr. Bhargav Mehta Whole-Time Director September 262017 1 - - -
Mr. Jaxay Shah Non-Executive Director March 12 2020 8 - - 56000 Equity Shares
Mr. Dhaval Shah Independent Director September 222018 3 1 1 -
Mr. Kalpesh Joshi Independent Director September 222018 2 3 1 -

1 Committee includes Audit Committee and Shareholders' Grievances Committee acrossall Public Companies.

2 Excluding Section 8 Company & struck of Companies

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations. None of the Directors of Board is a member of more than tenCommittees or Chairman of more than five committees across all the Public companies inwhich they are Director. The necessary disclosures regarding Committee positions have beenmade by all the Directors. None of the Director of the Company is serving as a Whole-TimeDirector / Managing Director in any Listed Company and is holding position of IndependentDirector in more than 3 Listed Company. Neither any of the Director of the Company isholding position as Director in more than 7 listed entities nor any of the Director of theCompany serve as an Independent Director in more than 7 listed entities.

DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e.in Form MBP 1 intimation under Section 164(2) i.e. in Form DIR 8 and declaration as tocompliance with the Code of Conduct of the Company.

BOARD MEETING:

Regular meetings of the Board are held at least once in a quarter. Additional Boardmeetings are convened as and when required discussing and deciding on various businesspolicies strategies and other businesses. The Board meetings are generally held at theregistered office of the Company. During the year under review Board of Directors of theCompany met 7(Seven) times viz on May 27 2019; July 03 2019; August 31 2019; October18 2019; November 14 2019; February 15 2020 and March 11 2020. The details ofattendance of each Director at the Board Meetings are given below;

Name of Director Date of Original Appointment Date of Appointment at current Designation Date of Cessation Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Kunjbihari Shah June 221992 September 082017 - 07 07
Ms. Parul Shah April 011998 September 082017 - 07 07
Mr. Kamlesh Mistry February 212014 September 082017 August 31 2019 03 01
Mr. Bhargav Mehta September 262017 September 262017 - 07 07
Mr. Jugalkishor Shah September 082017 September 222018 March 11 2020 07 06
Mr. Kalpesh Joshi September 082017 September 222018 - 07 07
Mr. Dhaval Shah September 082017 September 222018 - 07 07
Mr. Jaxay Shah March 12 2020 March 12 2020 - 00 00

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

INDEPENDENT DIRECTORS:

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Non-Promoter Non-Executive Independent Directors in line with the act. TheCompany has received necessary declaration from each Independent Director under Section149 (7) of the Companies Act 2013 that they meet the criteria of independence laid downin Section 149 (6) of the Act. Further all the Independent Directors of the Company haveregistered themselves in the Independent Director Data Bank. A separate meeting ofIndependent Directors was held on March 11 2020 to review the performance ofNon-Independent Directors and Board as whole and performance of Chairperson of the Companyincluding assessment of quality quantity and timeliness of flow of information betweenCompany management and Board.

INFORMATION ON DIRECTORATE:

During the year under review Mr. Kamlesh Mistry Whole Time Director of the Companyhas tendered resignation with effect from August 31 2019. The Board placed on record itsappreciation for the guidance and contribution made by Mr. Kamlesh Mistry during histenure on the Board. Further Mr. Jugalkishor Shah Non-Executive Director of the Companyhas tendered his resignation with effect from March 11 2020. The Board placed on recordits appreciation for the guidance and contribution made by Mr. Jugalkishor Shah during histenure on the Board. The Board of Directors of the Company in their Meeting held on March11 2020 has appointed Mr. Jaxay Shah as an Additional (Non-Executive) Director of theCompany with effect from March 12 2020. In the opinion of the Board of Directors andNomination and Remuneration Committee Mr. Jaxay Shah qualifies to be appointed asNon-Executive Director and hence recommends his appointment as Non-Executive Director onthe Board of the Company. Necessary resolution for his appointment as Non-ExecutiveDirector is proposed for the approval of the Members at the ensuing Annual GeneralMeeting.

In accordance with the provisions of the Articles of Association and Section 152 of theCompanies Act 2013 Mr. Bhargav Mehta Whole Time Director of the Company retires byrotation at the ensuing annual general meeting. He being eligible has offered himselffor re-appointment as such and seeks re-appointment. The Nomination and RemunerationCommittee and Board of Directors recommend his re-appointment on the Board. The relevantdetails as required under Regulation 36 (3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") and SecretarialStandard of the person seeking re-appointment/ appointment as Director are also providedin Notes to the Notice convening the 28th Annual General meeting.

KEY MANAGERIAL PERSONNEL:

In accordance with Section 203 of the Companies Act 2013 Mr. Kunjbihari ShahManaging Director Ms. Parul Shah Whole Time Director Mr. Bhargav Mehta Whole-TimeDirector Ms. Shefali Karar Chief Financial Officer and Ms. Niyati Parikh CompanySecretary and Compliance officer continued to be Key Managerial Personnel of the Companyduring the Financial Year 2019-2020.

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceboard committees chairman and individual directors pursuant to the provisions of the Act.The performance of the board was evaluated by the board after seeking inputs from all thedirectors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. The performance of thecommittees was evaluated by the board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. In addition the performance of chairman was also evaluated on thekey aspects of his role. The Board and the Nomination and Remuneration Committee reviewedthe performance of the individual Directors on the basis of the criteria such as thecontribution of the individual Director to the Board and Committee Meetings likepreparedness on the issues to be discussed meaningfully and constructive contribution andinputs in meetings etc.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:

a) In preparation of annual accounts for the year ended March 31 2020 the applicableaccounting standards have been followed and that no material departures have been madefrom the same;

b) The Directors had 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 at the end of the financial year and ofthe profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) The Directors had prepared the annual accounts for the year ended March 31 2020 ongoing concern basis.

e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF BOARD:

The Board of Directors in line with the requirement of the act has formed variouscommittees details of which are given hereunder.

A. Audit Committee: -

Audit Committee meeting is generally held for the purpose of recommending the halfyearly and yearly financial result. Additional meeting is held for the purpose ofreviewing the specific item included in terms of reference of the Committee. The detailedterm of reference of the Committee is as per Section 177 of the Companies Act 2013 andPart C of Schedule II to Listing Regulations. During the year under review AuditCommittee met 2(Two) Times during the Financial Year 2019-20 viz. on May 27 2019 andNovember 14 2019. The composition of the Committee and the details of meetings attendedby its members are given below:

Number of meetings during the Financial Year 2019-20

Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Dhaval Shah Non-Executive Independent Director Chairperson 2 2 2
Mr. Kalpesh Joshi Non-Executive Independent Director Member 2 2 2
Mr. Kunjbihari Shah Managing Director Member 2 2 2

The Statutory Auditors and Chief Financial Officer of the Company are invited in themeeting of the Committee wherever required. Further the Company Secretary of the Companyis acting as Secretary to the Audit Committee. Recommendations of Audit Committeewherever/whenever given have been accepted by the Board.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof the Whistle Blower who avails of such mechanism and also provides for direct access tothe Chairman of the Audit Committee in exceptional cases. The functioning of vigilmechanism is reviewed by the Audit Committee from time to time. None of the Whistleblowers has been denied access to the Audit Committee of the Board. The Whistle BlowerPolicy of the Company is available on the website of the Company www.zodiacenergy.com.

B. Stakeholder's Grievance & Relationship Committee:

The Stakeholder's Grievance & Relationship Committee is made mainly to focus on theredressal of Shareholders' / Investors' Grievances if any like Transfer / Transmission /Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; DividendWarrants; etc. The Stakeholders Relationship Committee shall meet at least four times ayear with a maximum interval of 120 days between two consecutive meetings and shall reportto the Board on a quarterly basis regarding the status of redressal of complaints receivedfrom the shareholders of the Company. The detailed term of reference of the Committee isas per Section 178 of the Companies Act 2013 and Part D of Schedule II to ListingRegulations.

During the year under review Stakeholder's Grievance & Relationship Committee met4(Four) times viz on May 27 2019; August 31 2019; November 14 2019 and February 152020. The composition of the Committee and the details of meetings attended by its membersare given below:

Number of meetings during the Financial Year 2019-20

Name of the Directors Category Designation Held Eligible to attend Attended
Mr. Kalpesh Joshi Non-Executive Independent Director Chairperson 4 4 4
Mr. Dhaval Shah Non-Executive Independent Director Member 4 4 4
Mr. Kunjbihari Shah Managing Director Member 4 4 4

During the year the Company had not received any complaints from the Shareholders.There was no complaint pending as on March 31 2020.

C. Nomination and Remuneration Committee:

The Nomination and Remuneration committee is formed in line with the provisions ofSection 178 of the Companies Act 2013. Nomination and Remuneration Committee meetings aregenerally held for identifying the persons who are qualified to become Directors and maybe appointed in senior management and recommending their appointments and removal.Further the committee shall also meet as and when the need arises for review ofManagerial Remuneration. The detailed terms of reference of the Committee is as perSection 178 of the Companies Act 2013 and Part D of Schedule II to Listing Regulations.During the year under review Nomination & Remuneration Committee met 2 (Two) timesviz on August 31 2019 and March 11 2020. The composition of the Committee and thedetails of meetings attended by its members are given below:

Name of the Directors Category Designation Number of meetings during the Financial Year 2019-20
Held Eligible to attend Attended
Mr. Dhaval Shah Non-Executive Independent Director Chairperson 2 2 2
Mr. Kalpesh Joshi Non-Executive Independent Director Member 2 2 2
Mr. Jugalkishor Shah Non-Executive Director Member 2 2 2

The Nomination and Remuneration committee was reconstituted by the Board of Directorson March 11 2020 due to appointment of Mr. Jaxay Shah as Member of the Committee witheffect from March 12 2020. The present constitution of the Committee is as follows;

Name of the Directors Category Designation
Mr. Dhaval Shah Non-Executive Independent Director Chairperson
Mr. Kalpesh Joshi Non-Executive Independent Director Member
Mr. Jaxay Shah Non-Executive Director Member

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create ahigh-performance culture. It enables the Company to attract motivated and retainedmanpower in competitive market and to harmonize the aspirations of human resourcesconsistent with the goals of the Company. The Company pays remuneration by way of salarybenefits perquisites and allowances to its Executive Directors and Key ManagerialPersonnel. The Nomination and Remuneration Policy as adopted by the Board of Directorsis placed on the website of the Company at www.zodiacenergy.com and is annexed to thisReport as Annexure A.

REMUNERATION OF DIRECTORS:

The details of remuneration paid during the Financial Year 2019-20 to Directors of theCompany is provided in (Form MGT-9) which is annexed to this Report as Annexure B.

PUBLIC DEPOSIT:

The company has not accepted any deposits from the public. Hence the directives issuedby the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act2013 or any other relevant provisions of the Act and the Rules there under are notapplicable.

PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:

Details of Loans Guarantees Investments and Security covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statement.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 is annexedto this Report as "Annexure-B".

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 is annexed to this Report Form AOC-2 as "AnnexureC".

DISCLOSURE OF REMUNERATION:

The ratio of the remuneration of each whole-time director to the median of employees'remuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed tothis Report as Annexure D. Refer to tables 3A(a) in Annexure D.

Additionally statement containing the names of top 10 employees in terms ofremuneration drawn also forms part of Annexure - D. Refer to tables 3B(a) in AnnexureD.

Further 1) There were no such employees employed throughout the financial year was inreceipt of remuneration for that year which in the aggregate was not less than one croreand two lakh rupees 2) there were no such employees employed for a part of the financialyear was in receipt of remuneration for any part of that year at a rate which in theaggregate was not less than eight lakh and fifty thousand rupees per month 3) there wereno such employees employed throughout the financial year or part thereof was in receiptof remuneration in that year which in the aggregate or as the case may be at a ratewhich in the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company and 4) there are noemployees who are posted outside India and in receipt of a remuneration of 60 lakh or moreper annum or 5 lakh or more a month.

MATERIAL CHANGES AND COMMITMENT:

There are no material changes and commitments affecting the financial position of theCompany have occurred between the ends of financial year of the Company i.e. March 312020 to the date of this Report.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment free from harassment of any nature we haveinstitutionalized the Anti-Sexual Harassment Initiative (ASHI) framework through which weaddress complaints of sexual harassment at the all workplaces of the Company. Our policyassures discretion and guarantees non-retaliation to complainants. We follow agender-neutral approach in handling complaints of sexual harassment and we are compliantwith the law of the land where we operate. During the year under review there were noincidences of sexual harassment reported.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of TheCompanies (Accounts) Rules 2014 as amended from time to time is annexed to this Reportas Annexure -E.

SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretariesof India and approved by the Central Government.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an effective internal control system which ensures that all theassets of the Company are safeguarded and protected against any loss from unauthorized useor disposition. The Internal Auditors of the Company carry out review of the internalcontrol systems and procedures. The internal audit reports are reviewed by AuditCommittee. Your Company has also put in place adequate internal financial controls withreference to the financial statements commensurate with the size and nature of operationsof the Company. During the year such controls were tested and no material discrepancy orweakness in the Company's internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a review of the performance of the Company for the yearunder review Management Discussion and Analysis Report is presented in a separatesection forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act 2013 read with rulesmade thereunder M/s. Manubhai & Shah LLP Ahmedabad (FRN: 106041W/W100136) wereappointed as Statutory Auditors of the Company to hold office till conclusion of the 30thAnnual General Meeting(AGM) of the company to be held in the calendar year 2022. The Notesto the financial statements referred in the Auditors Report are self-explanatory andtherefore do not call for any comments under Section 134 of the Companies Act 2013. TheAuditors' Report does not contain any qualification reservation or adverse remark. TheAuditors' Report is enclosed with the financial statements in this Annual Report.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

SECRETARIAL AUDITOR AND THIEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hasappointed Mr. Anand Lavingia Practicing Company Secretary Ahmedabad to conduct theSecretarial Audit of the Company for the financial year 2019-2020. The Secretarial AuditReport is annexed herewith as "Annexure F" to this Report.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review; (i) Issue of Equity Shares withdifferential rights as to dividend voting or otherwise; (ii) Issue of shares (includingsweat equity shares) to employees of the Company under any scheme save and ESOS; (iii)Annual Report and other compliances on Corporate Social Responsibility; (iv) There is norevision in the Board Report or Financial Statement; (v) No significant or material orderswere passed by the Regulators or Courts or Tribunals which impact the going concern statusand Company's operations in future; (vi) Information on subsidiary associate and jointventure companies.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their sincere appreciation for significantcontributions made by the employees at all levels through their dedication hard work andcommitment enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operationand support extended by the banks government business associates and the shareholdersfor their continued confidence reposed in the Company and look forward to having the samesupport in all future endeavors.

Registered office: By order of the Board of Directors
U.G.F 4-5-6 Milestone Building Nr. Khodiyar For ZODIAC ENERGY LIMITED
Restaurant Nr. Drive-In Cinema Thaltej CIN: L51909GJ1992PLC017694
Ahmedabad 380 054 Gujarat
Place: Ahmedabad Kunjbihari Shah Parul Shah
Date: September 01 2020 Managing Director Whole Time Director
DIN 00622460 DIN 00378095

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