Zodiac Ventures Ltd Directors Report.

TO THE MEMBERS OF

ZODIAC VENTURES LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Zodiac Ventures Limited("the Company"), which comprise the Balance Sheet as at March 31, 2019, the Statement of Profit and Loss (including Other Comprehensive income), the Statement of Cash Flows and the Statement of Changes in equity for the year ended on that date, and a summary 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 explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, the loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of these financial statements for the financial year ended March 31, 2019. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditors responsibilities for the audit of the Standalone Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the Standalone Financial Statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying Standalone Financial Statements.

Key Audit Matters How our audit addressed the key audit matter
A. Carrying Value of Investment in Subsidiary Company- Zodiac Developers Private Limited
As at 31st march, 2019, the Company has an investment of Rs. 1,560 Lakhs in Zodiac Developers Private Limited (ZDPL) (subsidiary of the Company). This investment has been classified as Financial Assets in the financial statements. In respect of impairment indicator assessment for the investments in ZDPL, our audit procedures included and were not limited to the following:
1. Obtained and read the financial statements of ZDPL to identify whether any disclosure for valuation has been made for the non completion of its ongoing project.
As per Ind AS 36- ‘Impairment of assets, the standard is applicable to financial assets classified as investment in subsidiaries. Accordingly, in assessing whether there is any indication that an asset may be impaired, an entity shall consider as a minimum, the external and internal sources of information, any other indications or evidences from internal reporting that indicates that the assets may be impaired. 2. Obtained the impairment indicator assessment performed by the management considering internal / external sources of information specifically relating to completion of its ongoing construction project.
3. Performed inquiry procedures with the auditor of the subsidiary company on their significant findings in relation to the status of the construction of its project.
In case of ZDPL, the existence of an impairment indicator is significantly influenced by whether its ongoing construction project, in which the company has invested Rs. 12253.79lakhsupto 31st March, 2019 and is under construction for a significant period of time, will be completed and will have any realizable value in the coming years. However, the management of the subsidiary company is quite confident that the realizable value will be much higher than the investment made.
Accordingly, the company has not made any impairment provision for its investment in subsidiary company

Information Other than the Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon.

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

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

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of The Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

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

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

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

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

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of the section 143 of the Companies Act, 2013, we give in Annexure A, a statement on the matters specified in paragraphs 3 and 4 of the 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 best of 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 the Company 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 Cash Flow 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 Accounting standards 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 March 31, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

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

g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial position in its standalone financial statements. Refer Note 2.22 to the financial statements.

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

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

For A. R. Sodha& Co.
Chartered Accountants
FRN 110324W
SD/-
Dipesh R. Sangoi
Place: Mumbai Partner
Date: 30th May, 2019 M. No. 124295

ANNEXURE A TO AUDITORS REPORT

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

1. a. According to information and explanations given to us by the management and records furnished before us, the Company is not having any Fixed Assets. Accordingly Clause 3(i)(a) and (b) of the Companies (Auditors Report) Order, 2016 is not applicable.

b. According to information and explanations given to us by the management and records furnished before us, the Company is not holding any immovable property. Accordingly Clause 3(i)(c) of the Companies (Auditors Report) Order, 2016 is not applicable.

2. According to information and explanations given to us, the nature of the companys business does not require it to hold inventories. Accordingly, provision of Clause 3(ii) of the Companies (Auditors Report) Order, 2016 is not applicable.

3. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has not granted any loans, secured or unsecured, to companies, firms, limited liability Partnerships or other parties listed in the register maintained under section 189 of the Act. Accordingly, clause (a), (b) and (c) of the clause 3(iii) of Companies (Auditors Report) Order, 2016 are not applicable to the company.

4. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has not granted any loans, given any guarantees or security, or made any investment, under section 185 and 186. Therefore, clause 3(iv) of companies (Auditors Report) Order, 2016 is not applicable to the company.

5. According to the information and explanations given to us and on the basis of our examination of the books of accounts, the company has not accepted any deposits within the meaning of section 73 to 76 from public during the year. Therefore, clause 3(v) of companies (Auditors Report) Order, 2016 is not applicable to the company.

6. According to the information and explanations given to us the Company is not required to maintain cost records as specified under section 148 sub-section (1) of the Companies Act, 2013. Therefore clause 3(vi) of companies (Auditors Report) Order, 2016 is not applicable to the company.

7. a) According to the information and explanations given to us and records examined by us. The Company is generally regular in depositing of undisputed statutory dues with respect to the Income Tax, Goods and Service Tax, Tax Deducted at source except a few delays in the payment of Tax Deducted at Source. There are no outstanding statutory dues as on 31st March, 2019 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 disputed statutory dues relating to Income Tax, Sales Tax, Service Tax, Custom Duty, Excise Duty, Cess, 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 Act,1961 Income Tax Demand 2016-17 19.29 Commissioner Of Income Tax (Appeals)
Income Tax Act,1961 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 the explanations given to us, The Company has not made any default in repayment of dues to bank, financial institutions and government. Accordingly, reporting under Clause 3(viii) of companies (Auditors Report) Order, 2016 is not applicable to the company.

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

10. During the course of our examination of the books and records of the Company, carried out in accordance with generally auditing practices in India and according to the information and explanation given to us, we have neither come across any instance of fraud on or by the Company by its officers and employees during the period nor we have been informed of such instances by the management. Therefore, clause 3(x) Companies (Auditors Report) order, 2016 is not applicable.

11. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not paid/provided for any managerial remuneration during the year. Accordingly, Clause 3(xi) of Companies (Auditors) Report Order, 2016 is not applicable.

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

13. According to the information and explanation provided to us and based on our examination of the records of the Company, the transaction with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where applicable and the details of such transactions have been disclosed in financial statements as required by the applicable Indian Accounting Standards.

14. According to the information and explanation given to us, The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Therefore, reporting under clause 3(xiv) of the Companies (Auditors Report) Order, 2016 is not applicable.

15. According to the information and explanation given to us, The Company has not entered into any non-cash transaction with directors or persons connected with them. Therefore, reporting under clause 3(xv) of the Companies (Auditors Report) Order, 2016 is not applicable.

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

For A. R. Sodha& Co.
Chartered Accountants
FRN 110324W
SD/-
Dipesh R. Sangoi
Place: Mumbai Partner
Date: 30th May, 2019. M No.124295