zodiac clothing company ltd Directors report

Your Directors take pleasure in presenting their report on the business and operations of your Company along with Audited Financial Statements for the year ended on March 31, 2022.

FINANCIAL PERFORMANCE

(Rs in Thousands)

Particulars	F.Y. 2021-22	F.Y. 2020-21
Revenue from Operations	68.30	80.70
Other Income	-	-
Total Income	68.30	80.70
Operating Expenditure before Finance Cost, Depreciation and Amortization	690.94	559.43
Earnings before Finance Cost, Depreciation and Amortization	(622.64)	(478.73)
Less: Finance Cost	1.04	-
Depreciation and Amortization Expenses	-	-
Profit/(Loss) before Tax	(623.68)	(478.73)
Less: Tax Expense	-	-
Profit/(Loss) after Tax (PAT)	(623.68)	(478.73)

Review of Performance

In the financial year 2021-22, the Company has earned 68.30 Thousands from revenue from operations compared to 80.70 Thousands for the financial year 2020-21. Due to increase in Legal and professional expenses, the Company has incurred Loss after tax of 623.68 Thousands during the financial year 2021-22 as compared to loss after tax of 478.73 Thousands in the financial year 2020-21.

Dividend & Reserves

In view of the loss made during the year, your Directors regret to recommend any dividend for the year 2021-22 (previous year Nil).

During the year, the Company has not apportioned any amount to other reserve. The loss incurred during the year has been carried to the Balance Sheet.

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by the Company.

Changes to Share Capital

At present the Authorized Share Capital of the Company stands at 35,000.00 Thousands divided into 3500000 Equity Shares of 10 each and the Paid-up Share Capital stands at 34,659.00 Thousands divided into 3465900 Equity Shares of 10 each. There has been no change in the share capital during the period ended March 31, 2022.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

As on date of this report, the Board of the Company comprises of five Directors out of which two is Promoter Executive Director, one is Non-Promoter Non-Executive Director and rest of the Directors is Non-Promoter Non-Executive Independent Directors. As on the date of this report, the Board comprises following Directors.

Name of Director	Category Cum Designation	Date of Appointment at current term	Total Directorship	No. of Committee ^		No. of Shares held as on March 31, 2022
				in which Director is Member	in which Director is Chairman
Dr. Dineshbhai Patel	Chairman and Managing Director (Promoter)	August 28, 1992	1	1		536940 Equity Shares
Mrs. Sonalben Patel	Executive Director (Promoter)	July 1, 1994	1	1	-	47,000 Equity Shares
Ms. Siyonaa Jhanwar	Non-Executive Director	October 5, 2020	1	-	-	-
Mr. Krushnakant Patel	Independent Director	September 30, 2006	1	2	2	-
Mr. Sanjeev Lodha	Independent Director	October 5, 2020	1	2	-	-

 

A Committee includes Audit Committee and Stakeholders Relationship Committee across all Public Companies.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Companies. None of the Director of the Company is holding position as Independent Director in more than 7 Listed Companies. Further, none of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held at least once in a quarter, inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the year under review, Board of Directors of the Company met 4 (Four) times viz; June 30, 2021; August 11, 2021; November 13, 2021 and February 14, 2022.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below;

Name of Director	Dr. Dineshbhai Patel	Mrs. Sonalben Patel	Ms. Siyonaa Jhanwar	Mr. Krushnakant Patel	Mr. Sanjeev Lodha
Number of Board Meeting held	4	4	4	4	4
Number of Board Meetings Eligible to attend	4	4	4	4	4
Number of Board Meeting attended	4	4	1	4	4
Presence at the previous AGM	Yes	Yes	No	Yes	Yes

Changes in Directors

During the Financial year 2021-2022, no director was appointed. However, the appointment of Mr. Sanjeev Lodha (DIN: 02719095) and Ms. Siyonaa Jhanwar (DIN: 07857945) were regularized as Non-Executive Independent Director of the Company and as Non- Executive Director of the Company respectively. Moreover, Mrs. Sonalben Patel (DIN 02848171) and Dr. Dineshbhai Patel (DIN 00481641) were re-appointed as Executive Director and Chairman and Managing Director of the Company respectively.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act 2013, Dr. Dineshbhai Patel (DIN 00481641) Chairman and Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting. He, being eligible, offers himself for re-appointment as such. The Board of Directors recommends his appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard II on General Meeting, of the person seeking re-appointment / appointment as Director is annexed to the Notice convening the thirtieth annual general meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Promoter Non-Executive Independent Directors in line with the Companies Act, 2013.

A separate meeting of Independent Directors was held on February 14, 2022 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at http://hemoorganic.com/.

The Company had received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Details of Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, during the Financial Year 2021-2022, the Company had Mr. Dineshbhai Patel as Chairman & Managing Director of the Company and Mr. Dipak Rajnikant Joshi as Chief Financial Officer of the Company. Moreover, Ms. Payal Rishabh Shah was acting as Compliance officer of the Company up to November 18, 2021.

Post closure of financial year 2021 -22, Mr. Dipak Rajnikant Joshi has resigned from the post of Chief Financial Officer of the Company w.e.f. July 5, 2022. The board has appointed Mrs. Nishita Mayank Sanghvi as Company Secretary and Compliance Officer of the Company w.e.f. May 4, 2022.

At present, Mr. Dineshbhai Patel and Mrs. Nishita Mayank Sanghvi are acting as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013. The Company is finding suitable candidate for the post of Chief Financial Officer of the Company.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees 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 the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

• The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

• The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.

• Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

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

a) In preparation of annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2022 on going concern basis.

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

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

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met Four (4) times during the financial year 2021-2022 viz; June 30, 2021; August 11, 2021; November 13, 2021 and February 14, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2021-22
			Held	Eligible to attend	Attended
Mr. Krushnakant Patel	Independent Director	Chairperson	4	4	4
Mrs. Sonalben Patel*	Executive Director	Member	1	1	1
Dr. Dineshbhai Pater	Executive Director	Member	3	3	3
Mr. Sanjeev Lodha	Independent Director	Member	4	4	4

* up to June 30, 2021

 

^ w.e.f. July 1, 2021

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Mr. Krushnakant Patel, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on September 29, 2021.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the terms of reference, roles and powers of the Audit Committee is as per Section 177 of the Companies Act, 2013 (as amended).

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at http://hemoorganic.com/.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met Two (2) times viz; August 11, 2021 and February 14, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2021-22
			Held	Eligible to attend	Attended
Mr. Krushnakant Patel	Independent Director	Chairperson	2	2	2
Mr. Sanjeev Lodha	Independent Director	Member	2	2	2
Mrs. Siyonaa Jhanwar	Non-Executive Director	Member	2	2	1

Further, the terms of reference of the Nomination and Remuneration Committee is as per Section 178 of the Companies Act, 2013 (as amended).

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

^ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her appointment.

^ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment.

^ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, key managerial personnel and senior management personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at http://hemoorganic.com/.

Remuneration of Directors:

(Rs in Thousands)

Name of Directors	Designation	Salary	Sitting Fees	Perquisite	Total
Dr. Dineshbhai Patel	Chairman and Managing Director	108.00	-	-	108.00
Mrs. Sonalben Patel	Executive Director	108.00	-	-	108.00

3. Stakeholders Grievances and Relationship Committee

The Company has constituted Stakeholders Grievance & Relationship Committee mainly to focus on the redressal of Shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met Four (4) times during the financial year 2021-2022 viz; June 30, 2021; August 11, 2021; November 13, 2021; and February 14, 2022.

The composition of the Committee and the details of meetings attended by its members are given below:

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2021-22
			Held	Eligible to attend	Attended
Mr. Krushnakant Patel	Independent Director	Chairperson	4	4	4
Dr. Dineshbhai Patel*	Executive Director	Member	1	1	1
Mrs. Sonalben Pater	Executive Director	Member	3	3	3
Mr. Sanjeev Lodha	Independent Director	Member	4	4	4

* up to June 30, 2021

 

^ w.e.f. July 1, 2021

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

During the year under review, the Company had received Nil complaints from the Shareholders. There was no complaint pending for resolution as on March 31, 2022. Further, the terms of reference of the Stakeholders Grievance & Relationship Committee is as per Section 178 of the Companies Act, 2013 (as amended).

Public Deposits

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. There were no deposits, which were claimed and remained unpaid by the Company as on March 31, 2022.

Risk Management

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

Sexual Harassment of Women at Workplace

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.

During the year under review, there were no incidences of sexual harassment reported.

Management Discussion and Analysis Report

Your attention is drawn to the perception and business outlook of your management for your company for current year and for the industry in which it operates including its position and perceived trends in near future. The Management Discussion and Analysis Report as stipulated under Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached and forms part of this Directors Report.

Particulars of Loans, Guarantees and Investments

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

Annual Return

The Annual Return for the financial year 2021-22 is uploaded on the website of the Company and the same is available at http://hemoorganic.com/data/Annual%20Report/2021-22/Annual%20Return%202021-22.pdf.

Contracts and Arrangements with Related Parties

During the financial year 2021-22, the company has not entered into any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013, within the meaning of Section 188 of the Companies Act, 2013.

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company and the date of this report.

Particular of Employees

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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - A.

Internal Financial Control

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively.

Conservation of energy, technology absorption and foreign exchange earnings and outgo

A. Conservation of Energy -

i. ) The steps taken or impact on conservation of energy: None

ii. ) The steps taken by the Company for utilizing alternate sources of energy: None

iii. ) The capital investment on energy conservation equipment: None

B. Technology Absorption -

i. ) The effort made towards technology absorption: None

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution: None

iii. ) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: None

iv. ) The expenditure incurred on Research and Development: None

C. Foreign Exchange Earnings & Expenditure:

i. ) Details of Foreign Exchange Earnings: Nil

ii. ) Details of Foreign Exchange Expenditure: Nil Statutory Auditors

M/s. M A A K & Associates, Chartered Accountants (FRN: 135024W) were appointed as Statutory Auditors of your Company at the Twenty fifth Annual General Meeting held on September 30, 2017, for a term of five consecutive years. The present term is expiring at the Thirtieth Annual General Meeting of the Company.

The Report given by the Auditors on the financial statement of the company is a part of this Annual Report. There are certain adverse remarks or disclaimer given by the Auditors in their Report related to i) they have not been provided with the balance confirmation or any other details for the trade receivable and trade payable shown in the books of accounts, ii) they have not been able to verify the transactional documents relating bank statements. Four out of five account are not shown to them for verification and iii) The Company has not charged depreciation on the fixed assets during the year and accordingly provision of Indian Accounting Standards relating to depreciation and Deferred Tax Asset / Liabilities have not been followed.

Your Directors state that i) the Company has already started process of obtaining the balance confirmation from trade receivable and trade payable and once received, the same will be provided to the Auditor; ii) further, since some of the accounts of the Company are dormant and accordingly, the same have not been collected from the Bank and iii) The management present that the amount of depreciation being negligible the same has been not been incorporated.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Payal Dhamecha proprietor of M/s. Payal Dhamecha & Associates, Practicing Company Secretary (Unique Code: S2020GJ735800), Ahmedabad, to undertake the Secretarial Audit of the Company for the financial year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure - B.

Reporting of Fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

Corporate Governance

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

Compliance with the provisions of SS 1 and SS 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

Website

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "http://hemoorganic.com/" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

General Disclosure

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors, Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company.

Registered office:	By order of the Board of Directors
8-A, Gulnar, Chinar-Gulnar Appartment,	For, HEMO ORGANIC LIMITED
V V Nagar Road, Anand - 388 001, Gujarat	CIN: L24231GJ1992PLC018224
	Dr. Dinesh Patel
Place: Anand	Chairman and Managing Director
Date: August 23, 2022	DIN: 00481641