Zodiac Ventures Ltd Directors Report.

Your Directors are pleased to present the 38th Annual General Report together with the Audited Financial Statements for the year ended 31st March 2019.

1) FINANCIAL RESULTS:

A) STANDALONE

(Amt in Rs.)
Particulars 2018-2019 2017-2018
Turnover 28,00,000 85,93,800
Other Income 18,710 -
Profit/Loss Before Tax, Interest, Depreciation & Exceptional Items (24,59,751) 32,14,841
Interest 21,95,000 30,70,256
Depreciation - -
Exceptional Items - -
Profit/Loss before tax (46,54,751) 1,44,585
Less: Provision for Taxation (1,30,927) (47,299)
Profit/ Loss After Tax (47,85,678) 97,286
Surplus carried from previous year 1,81,30,789 1,84,82,318
Less: Proposed Dividend including Dividend Distribution Tax (4,48,814) (4,48,814)
Balance carried to Balance Sheet 1,28,96,297 1,81,30,789
B) CONSOLIDATED
Particulars 2018-2019 2017-2018
Turnover 28,00,000 75,93,800
Other Income 26,38,402 35,88,702
EXPENSES
Changes in inventories of Work in process (12,69,31,881) (16,42,77,779)
Employees benefits expense 6,03,25,258 4,98,90,327
Finance costs 3,37,87,442 4,45,05,250
Depreciation & Amortisation expenses 36,27,055 34,01,611
Other Expenses 3,71,46,588 7,64,29,807
PROFIT BEFORE TAX (25,16,059) 12,33,286
Tax expenses (Including Deferred Tax) (8,34,849) (12,62,532)
PROFIT FOR THE YEAR (33,50,908) (29,246)
Non Controlling Interest 7,03,319 4,28,171
Profit after Tax (40,54,227) (4,57,416)
Surplus carried from previous year 1,50,23,303 1,59,29,533
Less: Proposed Dividend including Dividend
Distribution Tax (4,48,814) (4,48,814)
Balance carried to Balance Sheet 1,05,20,263 1,50,23,303

2) PERFORMANCE OVERVIEW:

During the year under review The Net Loss After Tax on standalone basis during the year under review was Rs.47,85,678/- as against Net Profit After Tax of Rs. 97,286/- during the previous financial year.

During the year under review The Net Loss After Tax on consolidated basis during the year under review was Rs. 40,54,227/- as against 4,57,416/- during the previous financial year.

3) PUBLIC DEPOSITS:

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

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 Limited which is engaged in business of construction or redevelopment of slum areas, cessed buildings by housing societies or old buildings belonging to Municipal Corporation of Greater 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 Company, which forms part of this Annual Report.

Further, a Statement containing the salient features of the Financial Statements of the Subsidiary Company in the prescribed Form AOC–1 has been annexed as "ANNEXURE 1" which shall form a part of this Boards Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company 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 Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "ANNEXURE 4" which shall form a part of this Boards Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, is not applicable as the Company has not employed any employee whose 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 extract of the Annual Return for the financial year ended 31st March 2019 made under the provisions of section 92(3) of the Act is given in "ANNEXURE 3" in the prescribed Form MGT-9, which forms part of this report. and has been also placed on the website 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 General Meeting 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 dividend distribution tax would be Rs. 3,72,900/- for the Financial Year 2018-2019.

8) SHARE CAPITAL:

During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March 2019 none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

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

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement 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 no material information to be given under Conservation of Energy and Technology Absorption. The operations of the Company are not power intensive. The Company is, however, taking every possible step to conserve the energy whenever possible. It has not imported any technology.

II) TECHNOLOGY ABSORPTION:

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

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 in terms of the Articles of Association of the Company. Mr. Jimit Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

In terms of Section 203 of the Companies Act, 2013, the following 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. Avinash Agarwal Company Secretary

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2018-19. In the opinion of the Board, they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

Mr. Ramesh .Shah Chairman and Whole Time Director, Mr.Jimit Ramesh Shah, Managing Director and Mrs. Sunita Jimit Shah , Director are related inter se

None of the Directors or 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 2015 in case of reappointment is forming part of Notice.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013

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

12) DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declaration from all the Independent Directors as required under Section 149 (7) of the Companies Act, 2013 in respect of meeting the criteria of Independence provided under section 149 (6) of the said Act and Regulation 16(1)(b) of the SEBI LODR 2015

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

13) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Separate meeting of Independent Directors was held on 9th February 2019 for the 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 31st March 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 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 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;

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

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

vi. Proper Systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Pursuant to the provisions of the Companies Act 2013 the Board has carried out an Annual Evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Boards functioning such as participation, adequate preparation, contribution to strategy and other areas, quality of decision making, high quality of debate with robust and probing discussions etc. The Nomination and Remuneration Committee evaluated the performance of the Directors. Independent Directors at a separate meeting held by them have evaluated the performance of the non-Independent Directors and also evaluated the 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 Independent Directors. The Directors expressed their satisfaction with the evaluation process.

15) BOARD MEETINGS:

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

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

16) POLICIES ON DIRECTORS REMUNERATION AND APPOINTMENT:

The Companys policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 annexed hereto 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 the Company 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 effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013.

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

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March 2019 read with explanatory notes thereon do not call for any explanation 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 conduct Secretarial Audit of the Company and Zodiac Developers Private Limited, its material subsidiary for the Financial Year 2018-2019 as required under Section 204 of the Companies Act, 2013 and the Rules there under and applicable regulations of SEBI(Listing Obligations and Disclosure Requirements), 2015 . The Secretarial Audit Report for the financial year 2018-2019 forms part of Annual Report as "ANNEXURE 6" to the Boards Report.

The said report contains the following observation

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

Explanation of the Board of Directors of the company,

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

Zodiac Developers Private Limited had filed a petition before Honble National Company Law Tribunal, Mumbai (NCLT) for voluntary revision of its financial statement under Section 131 of the Act for the Financial Year 2016-17. The matter remained pending beyond the aforesaid period of extension, therefore the financial figures for 2016-17 had to be restated in accordance with Indian Accounting Standards as specified in the Notes to Accounts to the said Consolidated Financial Statements and the same was placed for approval and adoption by shareholders in adjourned Annual General Meeting held on 30th March 2019.

18) RISK MANAGEMENT:

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Companys business and document their process risk identification and risk minimization as a part of a Risk Management policy/strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities, etc. Business Risk, inter–alia, further includes financial risk, political risk, legal risk, etc. the Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, 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 with Related Parties at arms length price under the section 188 of Companies Act 2013. Further, a Statement containing the salient features of the Related Party Transactions in the prescribed Form AOC-2 is annexed as "ANNEXURE 2" and which shall form a part of this Boards Report. In accordance with Accounting Standard 18, the Related Party Transactions 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 of Section 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 nature of its business to safeguard all assets and to ensure their efficient productivity. The Company has continued to keep focus on processes and controls. The Company has a suitable internal control system for the business processes, operations, financial reporting, compliance with applicable laws and regulations. Wherever deemed necessary, internal control systems are also reassessed and corrective action is taken, if required.

The statutory auditors of the Company has audited the Financial Statements included in this annual report and has issued a report on our Internal Financial Controls over Financial 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 of Companies(Meetings of Board and its Powers)Rules,2014 the Company is required to establish an 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 system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct & Ethics without fear of reprisal. The Directors and Employees may report to the Compliance Officer and 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 requirement of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is summary of Sexual Harassment complaints received and disposed off during 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 by Securities Exchange Board of India, 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), 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 Act, 2013 that inter-alia, include overseeing financial reporting processes, reviewing periodic financial results, Auditors independence and performance, Audit process, Financial Statements and adequacy of internal control systems with the Management and adequacy of internal audit functions, discussions with the auditors about the scope of audit including the observations of the Auditors and discussions with internal auditor or any significant findings, approval of transactions with related-parties, scrutiny of inter-corporate loans and investments, valuation of undertaking or assets evaluation of internal financial controls and risk management systems and review the functioning of the Whistle Blower Mechanism.

ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON

The Audit Committee, comprises of three Directors, of whom two are Independent, Non-Executive Directors and One is Executive Director, all of them possess knowledge of corporate finance, accounts and company law, The Chairman of the Committee is an Independent Director. The Company Secretary acts as the Secretary to the Committee. The composition 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 were held 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 held during 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 ensure appropriate disclosure of the same, determining qualifications, positive attributes and independence of a Director, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity and recommend appointment of Directors and appointment and removal in senior management.

ii) COMPOSITION, NAMES OF MEMBERS AND CHAIRPERSON

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

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 at Committee 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, the remaining directors do not receive any remuneration, or sitting fees for attending any of the Board or Committee Meetings

v) DETAILS OF REMUNERATION

The details of Remuneration package, sitting fees paid etc., to directors during the year ended 31st March 2019 for information of members, are furnished here below:

(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 has constituted Stakeholders Relationship Committee.

The "Stakeholder Relationship Committee" deals with approval of share transfer/transmission, issue of duplicate share certificates, Split and consideration requests, rematerialization of shares and other matters relating to transfer and registration 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 Committee were conducted.

26) TRANSFER TO RESERVES

During the year under review there is no profit available to be transferred to reserve, therefore the Board of Directors have not recommended any amount to be transferred to reserves.

27) ACKNOWLEDGEMENT:

The Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts 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