You are here » Home » Companies » Company Overview » Zodiac Ventures Ltd

Zodiac Ventures Ltd.

BSE: 503641 Sector: Others
NSE: N.A. ISIN Code: INE945J01027
BSE 00:00 | 24 Apr Zodiac Ventures Ltd
NSE 05:30 | 01 Jan Zodiac Ventures Ltd
OPEN 11.63
PREVIOUS CLOSE 12.24
VOLUME 1
52-Week high 66.00
52-Week low 11.63
P/E
Mkt Cap.(Rs cr) 43
Buy Price 12.23
Buy Qty 27.00
Sell Price 11.63
Sell Qty 200.00
OPEN 11.63
CLOSE 12.24
VOLUME 1
52-Week high 66.00
52-Week low 11.63
P/E
Mkt Cap.(Rs cr) 43
Buy Price 12.23
Buy Qty 27.00
Sell Price 11.63
Sell Qty 200.00

Zodiac Ventures Ltd. (ZODIACVENT) - Director Report

Company director report

Your Directors are pleased to present the 38th Annual General Reporttogether with the Audited Financial Statements for the year ended 31st March2019.

1) FINANCIAL RESULTS:

A) STANDALONE

(Amt in Rs.)
Particulars 2018-2019 2017-2018
Turnover 2800000 8593800
Other Income 18710 -
Profit/Loss Before Tax Interest Depreciation & Exceptional Items (2459751) 3214841
Interest 2195000 3070256
Depreciation - -
Exceptional Items - -
Profit/Loss before tax (4654751) 144585
Less: Provision for Taxation (130927) (47299)
Profit/ Loss After Tax (4785678) 97286
Surplus carried from previous year 18130789 18482318
Less: Proposed Dividend including Dividend Distribution Tax (448814) (448814)
Balance carried to Balance Sheet 12896297 18130789
B) CONSOLIDATED
Particulars 2018-2019 2017-2018
Turnover 2800000 7593800
Other Income 2638402 3588702
EXPENSES
Changes in inventories of Work in process (126931881) (164277779)
Employees benefits expense 60325258 49890327
Finance costs 33787442 44505250
Depreciation & Amortisation expenses 3627055 3401611
Other Expenses 37146588 76429807
PROFIT BEFORE TAX (2516059) 1233286
Tax expenses (Including Deferred Tax) (834849) (1262532)
PROFIT FOR THE YEAR (3350908) (29246)
Non Controlling Interest 703319 428171
Profit after Tax (4054227) (457416)
Surplus carried from previous year 15023303 15929533
Less: Proposed Dividend including Dividend
Distribution Tax (448814) (448814)
Balance carried to Balance Sheet 10520263 15023303

2) PERFORMANCE OVERVIEW:

During the year under review The Net Loss After Tax on standalone basis during the yearunder review was Rs.4785678/- as against Net Profit After Tax of Rs. 97286/- during theprevious financial year.

During the year under review The Net Loss After Tax on consolidated basis during theyear under review was Rs. 4054227/- as against 457416/- during the previous financialyear.

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–1 has 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" which shall form apart 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 2019 made underthe provisions of section 92(3) of the Act is given in "ANNEXURE 3" in theprescribed Form MGT-9 which forms part of this report. and has been also placed on thewebsite of the Company and can be accessed at www.zodiacventures.in

7) DIVIDEND:

The Board has subject to the approval of the Members at the ensuing Annual GeneralMeeting of the company recommended a Dividend of Rs. 0.01/- per Equity Share of Re 1/-each i.e. 1% of the face value for the Financial Year ended 31st March 2019.The total cash outflow on account of Equity dividend payment excluding dividenddistribution tax would be Rs. 372900/- for the Financial Year 2018-2019.

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 31st March2019 none of the Directors of the Company hold instruments convertible into Equity Sharesof the Company.

9) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

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. Jimit 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 the following are the KeyManagerial 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. Avinash Agarwal Company Secretary

None of the Independent Directors had any pecuniary relationship or transactions withthe Company during Financial Year 2018-19. 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 Directors or Key Managerial Personnel (KMP) of the Company other than themare related inter-se.

The information as required to be disclosed under Regulation 36 of SEBI LODR 2015 incase of reappointment is forming part of Notice.

As per the information available with the Company none of the Directors of the Companyare disqualified 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 DIRECTOR:

The Company has received declaration from all the Independent Directors as requiredunder Section 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 2015

Further all the Independent Directors have complied with Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and Code of Conduct forDirectors and senior management.

13) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Separate meeting of Independent Directors was held on 9th February 2019 forthe Financial Year 2018-2019.

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 2019 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 March2019 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 the provisions of the Companies Act 2013 the Board has carried out anAnnual Evaluation of its own performance and that of its committees as well as performanceof the Directors individually. Feedback was sought by way of a structured questionnairecovering various aspects of the Board's functioning such as participation adequatepreparation contribution to strategy and other areas quality of decision making highquality of debate with robust and probing discussions etc. The Nomination and RemunerationCommittee evaluated the performance of the Directors. Independent Directors at a separatemeeting held by them have evaluated the performance of the non-Independent Directors andalso evaluated the performance of the Chairman taking into consideration the views ofManaging Director. The Board of Directors have also evaluated the performance of each ofthe Independent Directors. The Directors expressed their satisfaction with the evaluationprocess.

15) BOARD MEETINGS:

The Board met at least once in each quarter and 9 meetings of the Board were heldduring the year and the maximum time gap between two Board meetings did not exceed thetime limit prescribed in the Act and SEBI LODR 2015. The details have been provided in theCorporate Governance Report.

During the year under review the Board Meetings were held on 18-04-2018 28-05-201814-08-2018 05-11-2018 21-01-2019 09-02-2019 14-02-2019 04-03-2019 and 29-03-2019 forthe Financial Year 2018-2019.

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 AND COMMITTEES:

A) BOARD

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

B) AUDITORS AND REPORTS

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

1) STATUTORY AUDITOR 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.

In this regard the Company has received a Certificate from the Auditors to the effectthat if they are appointed it would be in accordance with the provision of Section 141 ofthe Companies Act 2013.

The Board of Directors in its meeting held on 14th August 2019 hadrecommended reappointment of M/s A.R.Sodha & Co. from the conclusion of this AnnualGeneral Meeting until the conclusion of 39th Annual General Meeting.

The Report given by the Statutory Auditors for the Financial Statements for the yearended 31st March 2019 read with explanatory notes thereon do not call for anyexplanation or comments from the Board under Section 134 (3) of the Companies Act 2013.

2) SECRETARIAL AUDITOR &THEIR REPORT

M/s R. N. Shah and Associates Practicing Company Secretary was appointed to conductSecretarial Audit of the Company and Zodiac Developers Private Limited its materialsubsidiary for the Financial Year 2018-2019 as required under Section 204 of the CompaniesAct 2013 and the Rules there under and applicable regulations of SEBI(Listing Obligationsand Disclosure Requirements) 2015 . The Secretarial Audit Report for the financial year2018-2019 forms part of Annual Report as "ANNEXURE 6" to the Board's Report.

The said report contains the following observation

We further report that the Company has not adopted Consolidated Financial Statementsfor the Financial Year 2018-19 within the due date as prescribed under Sec 96 of theCompanies Act 2013.

Explanation of the Board of Directors of the company

The company had obtained extension of three months from Registrar of Companies Mumbaifor holding its Annual General Meeting for the Financial Year 2017-18. The agenda item forthe same had to be adjourned sine die in the Annual General Meeting held on 19thDecember 2018 because the financial statements of Zodiac Developers Pvt. Ltd itssubsidiary company was pending to be finalized.

Zodiac Developers Private Limited had filed a petition before Hon'ble National CompanyLaw Tribunal Mumbai (NCLT) for voluntary revision of its financial statement underSection 131 of the Act for the Financial Year 2016-17. The matter remained pending beyondthe aforesaid period of extension therefore the financial figures for 2016-17 had to berestated in accordance with Indian Accounting Standards as specified in the Notes toAccounts to the said Consolidated Financial Statements and the same was placed forapproval and adoption by shareholders in adjourned Annual General Meeting held on 30thMarch 2019.

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 Management Policyto 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 furtherincludes financial risk political risk legal risk etc. the Board reviews the risktrend exposure and potential impact analysis and prepares risk mitigation plans ifnecessary. The Risk Management Policy is included in this Report as "ANNEXURE7".

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 a Statement containing the salient features of the Related Party Transactions inthe prescribed Form AOC-2 is annexed as "ANNEXURE 2" and which shall form a partof this Board's Report. In accordance with Accounting Standard 18 the Related PartyTransactions are disclosed under Note No. 2.16 of the Standalone Financial Statements.

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.

The statutory auditors of the Company has audited the Financial Statements included inthis annual report and has issued a report on our Internal Financial Controls overFinancial Reporting 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 to establishan effective Vigil Mechanism for Directors and Employees to report genuine concerns.

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 Officerand have direct access to 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:

Except as mentioned above no significant or material orders have been passed bySecurities Exchange Board of India Stock Exchanges Tribunal or Courts during the yearunder review.

25) CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 135 read with Companies (Corporate Social Responsibility)2014 is 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 FinancialStatements and adequacy of internal control systems with the Management and adequacy ofinternal audit functions discussions with the auditors about the scope of audit includingthe observations of the Auditors and discussions with internal auditor or any significantfindings approval of transactions with related-parties scrutiny of inter-corporate loansand investments valuation of undertaking or assets evaluation of internal financialcontrols and risk management systems and review the functioning of the Whistle BlowerMechanism.

ii) COMPOSITION NAMES OF MEMBERS AND CHAIRPERSON

The Audit Committee comprises of three Directors of whom two are IndependentNon-Executive Directors and One is Executive Director all of them possess knowledge ofcorporate finance accounts and company law The Chairman of the Committee is anIndependent Director. The Company Secretary acts as the Secretary to the Committee. Thecomposition of the Audit Committee is as follows:

AUDIT COMMITTEE

Mr. Aakash Parikh Chairman
Mr. Jimit Shah Member
Dr. Anil Ghagare Member

iii) MEETING AND ATTENDANCE DURING THE YEAR

During the Year ended 31st March 2019 Meeting of the Audit Committee wereheld on the following dates:

28-05-2018 14-08-2018 05-11-2018 14-02-2019 and 04-03-2019.

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 5
2. Mr. Jimit Shah 5
3. Dr. Anil Ghagare 5

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

The Nomination and Remuneration Committee Comprises 3 Non-executive Directors OneExecutive Director and the Company Secretary acts as Ex-Officio Secretary of theCommittee.

THE NAMES OF THE MEMBERS & CHAIRPERSON OF THE REMUNERATION COMMITTEE 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

iii) MEETING AND ATTENDANCE DURING THE YEAR

The Nomination and Remuneration Committee met on 05-11-2018. 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 2019 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 upto - -
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 is as under:

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

Mr. Avinash Agarwal Company Secretary is the Compliance Officer.

MEETINGS AND ATTENDANCE DURING THE YEAR

During the year under review no meetings of the Stakeholders Relationship Committeewere conducted.

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/-
Ramesh Shah
Place: Mumbai Chairman and Whole Time Director
Date: 14th August 2019 DIN:01580767