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Zodiac Ventures Ltd.

BSE: 503641 Sector: Others
NSE: N.A. ISIN Code: INE945J01027
BSE 14:00 | 17 Sep 28.05 0.75
(2.75%)
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28.55

HIGH

28.65

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25.95

NSE 05:30 | 01 Jan Zodiac Ventures Ltd
OPEN 28.55
PREVIOUS CLOSE 27.30
VOLUME 88239
52-Week high 29.50
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 105
Buy Price 26.05
Buy Qty 576.00
Sell Price 28.05
Sell Qty 245.00
OPEN 28.55
CLOSE 27.30
VOLUME 88239
52-Week high 29.50
52-Week low 3.75
P/E
Mkt Cap.(Rs cr) 105
Buy Price 26.05
Buy Qty 576.00
Sell Price 28.05
Sell Qty 245.00

Zodiac Ventures Ltd. (ZODIACVENT) - Director Report

Company director report

Your Directors are pleased to present the 39th Annual General Reporttogether with the Audited Financial Statements for the year ended 31st March2020.

1) FINANCIAL RESULTS:

A) STANDALONE

(Amt in Rs.)

Particulars 2019-20 2018-19
Turnover 2200000 2800000
Other Income 53367 18710
Profit/Loss Before Tax Interest Depreciation & Exceptional Items 485867 (2459751)
Interest 960058 2195000
Depreciation - -
Exceptional Items - -
Profit/Loss before tax (474191) (4654751)
Less: Provision for Taxation (3445) (130927)
Profit/ Loss After Tax (477636) (4785678)
Surplus carried from previous year 12896297 18130789
Less: Proposed Dividend including Dividend
(737) (448814)
Distribution Tax
Balance carried to Balance Sheet 12417924 12896297
B) CONSOLIDATED
Particulars 2019-20 2018-19
Turnover 2200000 2800000
Other Income 2163955 2638402
EXPENSES
Changes in inventories of Work in process (175680536) (126931881)
Employees benefits expense 40208223 60325258
Finance costs 37618460 33787442
Depreciation &Amortisation expenses 3498910 3627055
Other Expenses 97732500 37146588
PROFIT BEFORE TAX 986397 (2516059)
Tax expenses (Including Deferred Tax) (470259) (834849)
PROFIT FOR THE YEAR 516138 (3350908)
Non Controlling Interest 487144 703319
Profit after Tax 28994 (4054227)
Surplus carried from previous year 10520263 15023303
Less: Proposed Dividend including Dividend (448814)
Distribution Tax (737)
Balance carried to Balance Sheet 10548519 10520263

2) PERFORMANCE OVERVIEW:

During the year under review The Net Loss After Tax on standalone basis during the yearunder review was Rs.478000/- as against Net Loss After Tax of Rs. 4785678/- during theprevious financial year. During the year under review The Net Profit After Tax onconsolidated basis during the year under review was Rs. 28994/- as against Net Loss AfterTax of 4054227/- during the previous financial year.

3) PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rules 2014 during the year under review. Hence the requirement for furnishingof details of deposits which are not in compliance with the Chapter V of the Act is notapplicable.

4) SUBSIDIARY COMPANY:

The Company has the following subsidiary:

Zodiac Developers Private Limited

The Company holds 50.98% of Equity Share Capital of Zodiac Developers Private Limitedwhich is engaged in business of construction or redevelopment of slum areas cessedbuildings by housing societies or old buildings belonging to Municipal Corporation ofGreater Mumbai.

In accordance with' Section 129(3) of the Companies Act 2013 and Companies (Accounts)Rules 2014 the Company has prepared Consolidated Financial Statements of the Companywhich forms part of this Annual Report.

Further a Statement containing the salient features of the Financial Statements of theSubsidiary Company in the prescribed Form AOC 1has been annexed as "ANNEXURE1" which shall form a part of this Board's Report.

In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the Consolidated Financial Statements and related information of theCompany and its subsidiaries are available on the website of the Company.

5) PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE:

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as "ANNEXURE 4" whichshall form a part of this Board's Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company is not applicable as the Company has not employed any employeewhose remuneration falls within the purview of Rule 5(2) of the said Rules.

6) EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the extractof the Annual Return for the financial year ended 31st March 2020 made underthe provisions of section 92(3) of the Act is given in "ANNEXURE 3" inthe prescribed Form MGT-9 which forms part of this report. and has been also placed onthe website of the Company and can be accessed at www.zodiacventures.in.

7) DIVIDEND:

The Board has not recommended any dividend on the Equity Shares of the Company for theFinancial Year 2019-20.

8) SHARE CAPITAL:

During the year under review the Company has not issued any shares with differentialvoting rights nor has granted any stock options or sweat equity. As on 31stMarch 2020 none of the Directors of the Company hold instruments convertible into EquityShares of the Company.

9) MATERIAL CHANGES AND COMMITMENTS IFANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the Financial Year of the Company to which the FinancialStatement relate and the date of this report.

10) CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS &OUTGO:

I) CONSERVATION OF ENERGY:

The Company is not carrying any Manufacturing Operations. Therefore there is nomaterial information to be given under Conservation of Energy and Technology Absorption.The operations of the Company are not power intensive. The Company is however takingevery possible step to conserve the energy whenever possible. It has not imported anytechnology.

II) TECHNOLOGY ABSORPTION:

The Company has not incurred any Expenditure in Research and Development on TechnologyAbsorption.

III) FOREIGN EXCHANGE EARNINGS AND OUTGO:

There is no Foreign Exchange Earnings and Outgo during the Financial Year under review.

11) DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of the Articles of Association of the Company. Mr. Ramesh Shah Director of theCompany retires by rotation at the forthcoming Annual General Meeting and being eligibleoffers himself for reappointment. In terms of Section 203 of the Companies Act 2013 thefollowing are the Key Managerial Personnel of the Company:

Name Designation
Mr. Jimit Shah Managing Director
Mr. Ramesh Shah Chairman and Whole Time Director
Mr. Vipul Khona Chief Financial Officer
Mr. Rustom Deboo* Company Secretary

*appointed w.e.f. 27th December 2019

None of the Independent Directors had any pecuniary relationship or transactions withthe Company during Financial Year 2019-20. In the opinion of the Board they fulfill theconditions of independence as specified in the Companies Act 2013 and Listing Regulationsand are independent of the management.

Mr. Ramesh Shah Chairman and Whole Time Director Mr. Jimit Ramesh Shah ManagingDirector and Mrs. Sunita Jimit Shah Director are related inter se. None of the Directorsor Key Managerial Personnel (KMP) of the Company other than them are related inter-se.

The information as required to be disclosed under Regulation 36 of SEBI (LODR)Regulations 2015 in case of reappointment is forming part of Notice. As per theinformation available with the Company none of the Directors of the Company aredisqualified for being appointed as a Directors as specified in Section 164(2) of theCompanies Act 2013.

During the year under review there have been no other changes in the Board of Directorsof the Company.

12) DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declaration from the Independent Directors as required underSection 149 (7) of the Companies Act 2013 in respect of meeting the criteria ofIndependence provided under section 149 (6) of the said Act and Regulation 16(1)(b) of theSEBI (LODR) Regulations 2015.

Further the Independent Directors have complied with Code for Independent Directorsprescribed in Schedule IV of the Companies Act 2013 and Code of Conduct for Directors andsenior management.

13) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Separate meeting of Independent Directors was held on 9th February 2020 forthe Financial Year 2019-20.

14) DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 amended from time to time your Directors state that:

i. in the preparation of the annual accounts for the Financial Year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

ii. appropriate accounting policies have been selected and applied consistently andthe judgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2020 and of the profit and loss of the Company for the year ended on that date;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a going concern basis;

v. Internal financial controls have been laid down and that such internal financialcontrols are adequate and were operating effectively;

vi. Proper Systems have been devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively. Pursuant to theprovisions of the Companies Act 2013 the Board has carried out an Annual Evaluation ofits own performance and that of its committees as well as performance of the Directorsindividually. Feedback was sought by way of a structured questionnaire covering variousaspects of the Board's functioning such as participation adequate preparationcontribution to strategy and other areas quality of decision making high quality ofdebate with robust and probing discussions etc. The Nomination and Remuneration Committeeevaluated the performance of the Directors. Independent Directors at a separate meetingheld by them have evaluated the performance of the non-Independent Directors and evaluatedthe performance of the Chairman taking into consideration the views of Managing Director.The Board of Directors have also evaluated the performance of each of the IndependentDirectors. The Directors expressed their satisfaction with the evaluation process.

15) BOARD MEETINGS:

The Board met at least once in each quarter and six meetings of the Board were heldduring the year. The maximum time gap between two Board meetings did not exceed the timelimit prescribed in the Act and SEBI (LODR) Regulations 2015. The details have beenprovided in the Corporate Governance Report.

Board Meetings were held on 30-05-2019 14-08-2019 13-11-2019 04-12-2019 27-12-2019and 14-02-2020 during the Financial Year 2019-20.

16) POLICIES ON DIRECTOR'S REMUNERATION AND APPOINTMENT:

The Company's policy on Director's Appointment and Remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of Section 178 of the Companies Act 2013 annexedhereto as "ANNEXURE 5" and forms a part of this report.

17) COMPOSITION OF BOARD ANDCOMMITTEES:

A) BOARD OF DIRECTORS AS ON 31ST MARCH 2020

Name Of The Director Designation
Mr. Jimit Shah Managing Director
Mr. Ramesh Shah Chairman and Whole Time Director
Mrs. Sunita Shah Non-Executive Director
Mr. Aakash Parikh Independent Director
Dr. Anil Ghagare* Independent Director

*ceased to be a Director of the Company on 20th June 2020 owing to hisdemise.

B) AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1) STATUTORY AUDITORS AND THEIR REPORT

At the Annual General Meeting held on 30th September 2014 M/s. A.R. Sodha& Company Chartered Accountants were appointed as the Statutory Auditors of theCompany to hold office till the conclusion of 38th Annual General Meeting. Inthis regard the Company had received a Certificate from the Auditors to the effect thatif they are appointed it would be in accordance with the provision of Section 141 of theCompanies Act 2013. The Board of Directors in its meeting held on 14th August2019 had recommended reappointment of M/s A.R.Sodha & Co until the conclusion of the39th Annual General Meeting. The Reports given by the Statutory Auditors forthe Standalone and Consolidated Financial Statements for the year ended 31stMarch 2020 read with explanatory notes thereon each consisted of a qualified opinion thebasis of which is set out in detail in the Auditors' Reports forming part of the AnnualReport. The explanation from the Board under Section 134 (3) of the Companies Act 2013 isas follows: The outbreak of COVID-19 pandemic has adversely impacted our Company as welllike other entities. The Company suspended operations in compliance with lockdownrestrictions issued by the Central and State Governments. However the Company has resumedoperations only in a phased manner. Due to this reason the Management has not been ableto carry out the impairment testing as mentioned in the basis of the quailed opinionexpressed by the Auditors in their reports.

2) SECRETARIAL AUDITORS AND THEIR REPORT

M/s R. N. Shah and Associates Practicing Company Secretaries were appointed toconduct Secretarial Audit of the Company and Zodiac Developers Private Limited itsmaterial subsidiary for the Financial Year 2019-2020 as required under Section 204 of theCompanies Act 2013 and the Rules thereunder and applicable regulations of SEBI (ListingObligations and Disclosure Requirements) 2015. The Secretarial Audit Report for theFinancial Year 2019-2020 forms part of Annual Report as "ANNEXURE 6" tothe Board's Report.

18) RISK MANAGEMENT:

The Company has laid down the procedures to inform to the Board about the riskassessment and minimization procedures and the Board has formulated Risk ManagementPolicy to ensure that the Board its Audit Committee and its Executive Management shouldcollectively identify the risks impacting the Company's business and document theirprocess risk identification and risk minimization as a part of a Risk Managementpolicy/strategy.

The common risks inter alia are: Regulations Credit Risk Foreign Exchange andInterest Risk Competition Business Risk Technology Obsolescence Investments Retentionof Talent and Expansion of Facilities etc. Business Risk inter alia further includesfinancial risk political risk legal risk etc. The Board reviews the risk trendexposure and potential impact analysis and prepares risk mitigation plan if necessary.The Risk Management Policy is included in this Report as "ANNEXURE 7".

19) RELATED PARTY TRANSACTIONS:

During the year the Company has entered into contracts/arrangements/transactions withRelated

Parties at arm's length price under the section 188 of Companies Act 2013. Further aStatement containing the salient features of the Related Party Transactions in theprescribed Form AOC-2 is annexed as "ANNEXURE 2" and which shallform a part of this Board's Report. In accordance with Accounting Standard 18 the RelatedParty Transactions are disclosed under Note No. 2.16 of the Standalone FinancialStatements.

20) PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of the Loans Guarantees or Investments covered under the provisions ofSection 186 of the Companies Act 2013 forms part of notes to the Financial Statements.

21) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with size and natureof its business to safeguard all assets and to ensure their efficient productivity. TheCompany has continued to keep focus on processes and controls. The Company has a suitableinternal control system for the business processes operations financial reportingcompliance with applicable laws and regulations. Wherever deemed necessary internalcontrol systems are also reassessed and corrective action is taken if required. Thestatutory auditors of the Company have audited the Financial Statements included in thisannual report and has issued a report on our Internal Financial Controls over FinancialReporting as defined in Section 143 of the Act.

22) VIGIL MECHANISM:

As per the provision of Section 177 (9) of the Companies Act 2013 with Rule 7 ofCompanies (Meetings of Board and its Powers) Rules2014 the Company is required toestablish an effective Vigil Mechanism for Directors and Employees to report genuineconcerns.

In line with the best Corporate Governance practices Company has put in place a systemthrough which the Directors and Employees may report concerns about unethical behavioractual or suspected fraud or violation of the Company's Code of Conduct & Ethicswithout fear of reprisal.

The Directors and Employees may report to the Compliance Officer and have direct accessto the Chairman of the Audit Committee.

23) SEXUAL HARASSMENT POLICY:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Woman at Workplace (Prevention Prohibition and Redressal)Act 2013.

The following is summary of Sexual Harassment complaints received and disposed offduring the year:

a.) Number of Complaints received: NIL

b.) Number of Complaints disposed off: NIL

24) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant or material orders have been passed by Securities Exchange Board ofIndia Stock Exchanges Tribunal or Courts during the year under review.

25) CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 read with Companies (Corporate Social Responsibility)Rules 2014 are not applicable to the Company.

BOARD COMMITTEES:

1) AUDIT COMMITTEE :

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

Terms of Reference of the Audit Committee are as per Section 177 of the Companies Act2013 that inter-alia include overseeing financial reporting processes reviewing periodicfinancial results Auditor's independence and performance Audit process

Financial Statements and adequacy of internal control systems with the Management andadequacy of internal audit functions discussions with the auditors about the scope ofaudit including the observations of the Auditors and discussions with internal auditor orany significant findings approval of transactions with related-parties scrutiny ofinter- corporate loans and investments valuation of undertaking or assets evaluation ofinternal financial controls and risk management systems and review the functioning of theWhistle Blower Mechanism.

ii) COMPOSITION NAMES OF MEMBERS AND CHAIRPERSON

As on 31st March 2020 the Audit Committee comprised of three Directors ofwhom two were Independent Non Executive Directors and one an Executive Director all ofthem possessing knowledge of corporate finance accounts and company law The Chairman ofthe Committee is an Independent Director. The Company Secretary acts as the Secretary tothe Committee. The composition of the Audit Committee as on 31st March 2020 wasas follows:

AUDIT COMMITTEE
Mr. Aakash Parikh Chairman
Mr. Jimit Shah Member
Dr. Anil Ghagare* Member

*ceased to be a Member on 20th June 2020 owing to his demise

iii) MEETING AND ATTENDANCE DURING THE YEAR

During the Year ended 31st March 2020 Meetings of the Audit Committee wereheld on the following dates:

30-05-2019 14-08-2019 13-11-2019 and 14-02-2020.

The Attendance of the Chairman and the members of Audit Committee at the meetings heldduring the year under review was as under:

No. Name of the Director No. of Meetings Attended
1. Mr. Aakash Parikh 4
2. Mr. Jimit Shah 4
3. Dr. Anil Ghagare 4

2) NOMINATION AND REMUNERATION COMMITTEE:

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

To periodically approve the remuneration package of Whole-Time Directors and ensureappropriate disclosure of the same determining qualifications positive attributes andindependence of a Director formulation of criteria for evaluation of independentDirectors and the Board devising a policy on Board diversity and recommend appointment ofDirectors and appointment and removal in senior management.

ii) COMPOSITION NAMES OF MEMBERS AND CHAIRPERSON

As on 31st March the Nomination and Remuneration Committee comprised ofthree Non-Executive Directors and one Executive Director and the Company Secretary actsas Ex-Officio Secretary of the Committee.

THE NAMES OF THE MEMBERS & CHAIRPERSON OF THE REMUNERATION COMMITTEE AS ON 31STMARCH 2020 ARE AS UNDER:

Name of the Director Designation
1. Mr. Aakash Parikh Chairman
2. Mr. Ramesh Shah Member
3. Mrs. Sunita Shah Member
4. Dr. Anil Ghagare* Member

*ceased to be a Member on 20th June 2020 owing to his demise.

iii) MEETING AND ATTENDANCE DURING THE YEAR

The Nomination and Remuneration Committee met on 27-12-2019. Attendance of members atCommittee Meeting during the year under review was as follows.

Name of the Director No. of Meetings attended during the year
1. Mr. Aakash Parikh 1
2. Mr. Ramesh Shah 1
3. Mrs. Sunita Shah 1
4. Dr. Anil Ghagare 1

iv) REMUNERATION POLICY

No Director has been paid any Remuneration or sitting fees and Executive Director theremaining directors do not receive any remuneration or sitting fees for attending any ofthe Board or Committee Meetings.

v) DETAILS OF REMUNERATION

The details of Remuneration package sitting fees paid etc. to directors during theyear ended 31st March 2020 for information of members are furnished herebelow:

(a) PAID TO NON-EXECUTIVE DIRECTORS:

Sr. No. Name of the director Board Meeting Audit Committee Nomination & Remuneration Meeting
1 Sunita Shah - - -
2 Aakash Parikh - - -
3 Anil Ghagare - - -

(b) PAID TO EXECUTIVE DIRECTORS

Sr. No. Particulars Jimit Shah Ramesh Shah
(i) REMUNERATION - -
-Salary - -
- Others - -
-Appointment valid up to - -
Stock Option Details
TOTAL - -

3) STAKEHOLDERS RELATIONSHIP COMMITTEE:

As per the requirements of Section 178 of the Companies Act 2013 the company hasconstituted Stakeholders Relationship Committee.

The "Stakeholder Relationship Committee" deals with approval of sharetransfer/transmission issue of duplicate share certificates Split and considerationrequests rematerialization of shares and other matters relating to transfer andregistration of shares.

COMPOSITION

The composition of the Stakeholders Relationship Committee as on 31st March 2020 is asunder:

Name of the Director Designation
1. Dr. Anil Ghagare* Chairman
2. Mr. Aakash Parikh Member
3. Mrs. Sunita Shah Member

*ceased to be a Member on 20th June 2020 owing to his demise.

MEETINGS AND ATTENDANCE DURING THE YEAR

During the year under review the Stakeholders Relationship Committee met on21/08/2019.

Attendance of members at Committee Meeting during the year under review was as follows.

Name of the Director No. of Meetings attended during the year
1. Dr. Anil Ghagare 1
2. Mr. Aakash Parikh 1
3. Mrs. Sunita Shah 1

26) TRANSFER TO RESERVES

During the year under review there is no profit available to be transferred to reservetherefore the Board of Directors have not recommended any amount to be transferred toreserves.

27) ACKNOWLEDGEMENT:

The Directors take this opportunity to thank Company's customers shareholderssuppliers bankers Central and State Government for their consistent support to theCompany. The Board also wishes to place on record their appreciation for the hard workdedication and commitment of the employees at all levels. The enthusiasm and unstintingefforts of the employees have enabled the Company to grow in the competitive environment.The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors
Sd/-
RameshShah
Chairman and Whole-Time Director
Place: Mumbai DIN:01580767
Date: 11th November 2020

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