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Zodiac Ventures Ltd.

BSE: 503641 Sector: Others
NSE: N.A. ISIN Code: INE945J01027
BSE 00:00 | 26 Nov 24.05 0.05
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NSE 05:30 | 01 Jan Zodiac Ventures Ltd
OPEN 24.90
PREVIOUS CLOSE 24.00
VOLUME 8837
52-Week high 31.15
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 24.90
CLOSE 24.00
VOLUME 8837
52-Week high 31.15
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 90
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Zodiac Ventures Ltd. (ZODIACVENT) - Auditors Report

Company auditors report

TO THE MEMBERS OF ZODIAC VENTURES LIMITED

Report on the Audit of the Standalone Financial Statements

Qualified Opinion

We have audited the accompanying standalone financial statements of Zodiac VenturesLimited ("the Company") which comprise the Balance Sheet as at March 31 2020the Statement of Profit and Loss (including Other Comprehensive income) the Statement ofCash Flows and the Statement of Changes in equity for the year ended on that date and asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "the financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in Basis of Qualifiedopinion the aforesaid standalone financial statements give the information required bythe Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards and other accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 the loss and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Considering the present pandemic situation and downturn in Real Estate Industry andongoing litigations Investment in Subsidiary having carrying value of Rs 1560/- lakhsshould have been tested for Impairment. However management has not been able to carry outImpairment testing due to current situation. Pending such testing we cannot comment onwhether any provision is required for impairment in value of Investment and its consequenteffect on Financials.

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the independence requirements that are relevant to our audit ofthe financial statements under the provisions of the Act and the Rules made thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Except for the matter described in the Basis for Qualified Opinion paragraph we havedetermined that there are no other key audit matters to communicate in our report.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards specified under Section 133 of The Actread with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Ind AS financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the g oing concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of the section 143 of the Companies Act2013 we give in Annexure A a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.

As required by Section 143(3) of the Act based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including the Statement of CashFlow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion the aforesaid financial statements comply with the Indian Accountingstandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

I. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements. Refer Note 2.21 to the financialstatements.

II. According to the information given to us the company has not entered into anylong-term contracts including derivative contracts.

III. There has been no delay in transferring any amount to be transferred to InvestorEducation and Protection fund by the Company

For A.R.Sodha & Co.

Chartered Accountants FRN 110324W

Payal N. Khakkar Partner M No: 112412

UDIN: 20112412AAAABN4455

Place: Mumbai

Date: 31/07/2020

Annexure a to auditor's report

On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us we report that:

1) a. According to information and explanations given to us by the management andrecords furnished before us the Company is not having any Fixed Assets. AccordinglyClause 3(i)(a) and (b) of the Companies (Auditor's Report) Order 2016 is not applicable.

b. According to information and explanations given to us by the management and recordsfurnished before us the Company is not holding any immovable property. Accordingly Clause3(i)(c) of the Companies (Auditor's Report) Order 2016 is not applicable.

2) According to information and explanations given to us the nature of the company'sbusiness does not require it to hold inventories. Accordingly provision of Clause 3(ii)of the Companies (Auditor's Report) Order 2016 is not applicable.

3) According to the information and explanations given to us and on the basis of ourexamination of the books of accounts the company has not granted any loans secured orunsecured to companies firms limited liability Partnerships or other parties listed inthe register maintained under section 189 of the Act. Accordingly clause (a) (b) and (c)of the clause 3(iii) of Companies (Auditor's Report) Order 2016 are not applicable to thecompany.

4) According to the information and explanations given to us and on the basis of ourexamination of the books of accounts the company has not granted any loans given anyguarantees or security or made any investment under section 185 and 186. Thereforeclause 3(iv) of companies (Auditor's Report) Order 2016 is not applicable to the company.

5) According to the information and explanations given to us and on the basis of ourexamination of the books of accounts the company has not accepted any deposits within themeaning of section 73 to 76 from public during the year. Therefore clause 3(v) ofcompanies (Auditor's Report) Order 2016 is not applicable to the company.

6) According to the information and explanations given to us the Company is notrequired to maintain cost records as specified under section 148 sub-section (1) of theCompanies Act 2013. Therefore clause 3(vi) of companies (Auditor's Report) Order 2016 isnot applicable to the company.

7) a) According to the information and explanations given to us and records examined byus. The

Company is generally regular in depositing of undisputed statutory dues with respect tothe Income Tax Goods and Service Tax Tax Deducted at source except a few delays in thepayment of Tax Deducted at Source. There are no outstanding statutory dues as on 31stMarch 2020 for a period of more than six months from the date they become payable.

b) According to information and explanation given to us there are no disputedstatutory dues relating to Income Tax Sales Tax Service Tax Custom Duty Excise DutyCess Goods and Service Tax or any other statute except as stated below:

Name of statute Nature of dues Year(s) to which it pertains Amount Not Paid (Rs. in Lacs) Forum where dispute is pending
Income Tax Act1961 Income Tax Demand 2016-17 19.29 Commissioner Of Income Tax (Appeals)
Income Tax Act1961 Income Tax Demand 2017-18 5.56 Commissioner Of Income Tax (Appeals)

8) According to the records of the Company examined by us and the information and theexplanations given to us The Company has not made any default in repayment of dues tobank financial institutions and government. Accordingly reporting under Clause 3(viii)of companies (Auditor's Report) Order 2016 is not applicable to the company.

9) According to the information and explanations given to us and on the basis of ourexamination of the books of accounts the company has not raised money by way of initialpublic offer or further public offer and has not accepted any term loans from banks.Accordingly Clause 3(ix) of Companies (Auditor's Report) Order 2016 is not applicable.

10) During the course of our examination of the books and records of the Companycarried out in accordance with generally auditing practices in India and according to theinformation and explanation given to us we have neither come across any instance of fraudon or by the Company by its officers and employees during the period nor we have beeninformed of such instances by the management. Therefore clause 3(x) Companies (Auditor'sReport) order 2016 is not applicable.

11) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not paid/provided for anymanagerial remuneration during the year. Accordingly Clause 3(xi) of Companies(Auditor's) Report Order 2016 is not applicable.

12) The company is not a Nidhi Company hence reporting under clause 3(xii) of Companies(Auditor's Report) Order 2016 is not applicable to the Company.

13) According to the information and explanation provided to us and based on ourexamination of the records of the Company the transaction with the related parties are incompliance with section 177 and 188 of Companies Act 2013 where applicable and thedetails of such transactions have been disclosed in financial statements as required bythe applicable Indian Accounting Standards.

14) According to the information and explanation given to us The Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Therefore reporting under clause 3(xiv) of the Companies(Auditor's Report) Order 2016 is not applicable.

15) According to the information and explanation given to us The Company has notentered into any non-cash transaction with directors or persons connected with them.Therefore reporting under clause 3(xv) of the Companies (Auditor's Report) Order 2016 isnot applicable.

16) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For A.R. Sodha & Co.

Chartered Accountants

FRN 110324W

Payal N. Khakkar Partner M No: 112412

UDIN: 20112412AAAABN4455

Place: Mumbai

Date: 31/07/2020

ANNEXURE - B TO AUDITOR'S REPORT

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of ZodiacVentures Limited("the Company") as of March 31 2019 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to respective company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Institute of Chartered Accountantsof India and the Standards on Auditing prescribed under Section 143(10) of the CompaniesAct 2013 to the extent applicable to an audit of internal financial controls. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the internal financial controls system overfinancial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For A.R. Sodha & Co.

Chartered Accountants

FRN 110324W

Payal N. Khakkar Partner M No: 112412

UDIN: 20112412AAAABN4455

Place: Mumbai

Date: 31/07/2020

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