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Zodiac Ventures Ltd.

BSE: 503641 | NSE: | Series: NA | ISIN: INE945J01027 | SECTOR: Finance - Investments

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Annual Report

For Year :
2018 2015 2014 2013 2012 2011 2010 2008

Director’s Report

DIRECTORS REPORT

Your Directors are pleased to present the 37th Annual General Report together with the Audited Financial Statements for the year ended 31st March 2018.

1) FINANCIAL RESULTS:

A) STANDALONE

(Ami in Rs.)

Particulars

2017-2018

2016-2017

Turnover

85,93,800

1,35,50,000

Other Income

-

44,590

Profit/Loss Before Tax, Interest, Depreciation & Exceptional Items

32,14,841

48,69,444

Interest

30,70,256

41,50,213

Depreciation

-

-

Exceptional Items

-

-

Profit/Loss before tax

1 ,44,585

7,19,231

Less: Provision for Taxation

47,299

2,69,746

Profit/ Loss After Tax

97,286

4,49,485

Surplus carried from previous year

1,84,82,318

1,84,81,647

Less: Proposed Dividend including Dividend Distribution Tax

4,48,814

4,48,814

Balance carried to Balance Sheet

1,81,30,789

1,84,82,318

2) PERFORMANCE OVERVIEW:

During the year under review The Net Profit After Tax on standalone basis during the year under review was Rs.97,286/- as against 4,49,485/- 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:

Zodiac Developers Private Limited, subsidiary company, has filed petition before National Company Law Tribunal, Mumbai (Tribunal) under Section 131 of the Companies Act 2013 for voluntary revision of its financial statements for the financial year 2016-17. Therefore preparation and audit of the Consolidated Financial Statements of the Company and its Subsidiary are subject to the approval of the Tribunal. Further, a Statement containing the salient features of the Financial Statements of the Subsidiary Company in the prescribed Form AOC-1 has not been annexed to this Board''s Report since the finalization and audit of Consolidated Financial Statements of the Company are pending due to non-availability of the financial statements of the 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.

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 3 which shall form a part of this Board''s 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

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure 2 in the prescribed Form MGT-9, which forms part of this report.

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 2018. The total cash outflow on account of Equity dividend payment, excluding dividend distribution tax would be Rs. 3,72,900/- for the Financial Year 2017-2018.

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 2018 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) DIRECTOR''S INFORMATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company:

Mrs. Sunita Shah, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 5th November 2018 have reappointed Mr. Aakash Parikh and Dr. Anil Ghagare as Independent Directors of the Company for the second term of consecutive 5 years commencing from 1 April 2019 to 31st March 2024, subject to approval of shareholders in the ensuing Annual General Meeting.

During the year under review there have been no 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.

13) SEPARATE MEETING OF INDEPENDENT DIRECTORS:

Separate meeting of Independent Directors was held on 9th February 2018 for the Financial Year 2017-2018.

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:

ii. in the preparation of the annual accounts for the Financial Year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ill. 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, 2018 and of the profit and loss of the Company for the year ended on that date;

iv. 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;

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

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

vii. 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 and Regulation 17(10) of SEBI (LODR), 2015. 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 Board''s 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:

During the year under review, the Board Meetings held on 30-5-2017, 11-8-2017, 14-09-2017, 24-11 -2017, 14-2-2018 for the Financial Year 2017-2018.

16) POLICIES ON DIRECTOR''S REMUNERATION AND APPOINTMENT:

The Company''s policy on Director''s 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 4 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 requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated 7th May, 2018 issued by the Ministry of Corporate Affairs, New Delhi

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March 2018 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 for the Financial Year 2017-2018 as required under Section 204 of the Companies Act, 2013 and the Rules there under. The Secretarial Audit Report for the financial year 2017-2018 forms part of Annual Report as ANNEXURE 5 to the Board''s Report.

The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

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 Company''s 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 6.

19) RELATED PARTY TRANSACTIONS:

During the year, the Company has entered into contracts/arrangements/transactions with Related Parties at arm''s length price under the 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 1 and which shall form a part of this Board''s 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.

22) VIGIL MECHANISM:

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 Company''s 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, Auditor''s 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 intercorporate 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.

M) 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

Mi) MEETING AND ATTENDANCE DURING THE YEAR

During the Year ended 31st March 2018, Meeting of the Audit Committee were held on the following dates:

30-5-2017, 14-09-2017, 24-11-2017 and 14-2-2018.

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

4

2.

Mr. Jimit Shah

4

3.

Dr. Anil Ghagare

4

2) NOMINATION AND REMUNERATION COMMITTEE :

i) BRIEF DESCRIPTION OF TERMS OF REFERENCE

To periodically approve the remuneration package of Whole-Time Directors and 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.

M) 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:

Sr.

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 14-9-2017 and 24-11-2017. Attendance of members at Committee Meeting during the year under review was as follows.

SR.

Name of the Director

No. of Meetings attended during the year

1.

Mr. Aakash Parikh

2

2.

Mr. Ramesh Shah

2

3.

Mrs. Sunita Shah

2

4.

Dr. Anil Ghagare

2

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 2018 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 RELATONSHIP 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, the meetings of the Stakeholders Relationship Committee were held on 28th June 2017 and 24th November 2017.

26) ACKNOWLEDGEMENT:

The Directors take this opportunity to thank Company''s 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

Chairman and Whole Time Director

Place: Mumbai,

DIN:0 1580767

Date: 5th November 201 8

ANNEXURE-1

FORM NO. AOC - 2

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1.

Details of contracts or arrangements or transactions not at arm''s length basis

(a)

Name(s) of the related party and nature of relationship

NIL

(b)

Nature of contracts/arrangements/transactions

NIL

(c)

Duration of the contracts/arrangements/transactions

NIL

(d)

Salient terms of the contracts or arrangements or transactions including the value, if any

NIL

(e)

Justification for entering into such contracts or arrangements or transactions

NIL

(f)

date(s) of approval by the Board

NIL

(g)

Amount paid as advances, if any:

NIL

(h)

Date on which the special resolution was passed in general meeting as required under first proviso to section 188

NIL

2.

Details of material contracts or arrangement or transactions at arm''s length basis

(a)

Name(s) of the related party and nature of relationship

Zodiac Developers Private Limited is a related party a Subsidiary Company of Zodiac Ventures Limited

(b)

Nature of contracts/arrangements/transactions

The Company has been rendering Architectural Services to ZDPL a subsidiary Company in the ordinary course of business and on Arm''s Length Basis. The omnibus approval for the same was obtained from shareholders of the Company for a period of one yeas up to 31st March 2018 for a sum of Rupees 2 Crores.

(c)

Duration of the contracts/arrangements/transactions

For a period of One Year which had expired on 31st March 2018 i.e. from 1st April ,201 7 to 31st March, 2018.

(d)

Salient terms of the contracts or arrangements or transactions including the value, if any:

N.A.

(e)

Date(s) of approval by the Board, if any:

14-9-2017

(f)

Amount paid as advances, if any:

An amount of Rs. 10,00,000/- had been received towards the architectural services provided to ZDPL and the Company has executed the work equivalent to the same. No Further Amount has been received thereafter.

ANNEXURE-2

EXTRACT OF ANNUAL RETURN As on financial year ended on 31st March 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:

CIN

L45209MH1 981 PLC023923

Registration Date

19/02/1981

Name of the Company

Zodiac Ventures Limited

Category / Sub-Category of the Company

Company Limited By Shares/Indian Non-Government Company

Address of the Registered office and contact details

404, Dev Plaza, 68, S.V. Road, Andheri (W), Mumbai -400058, Maharashtra,

Whether listed company

Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any:

Sharex Dynamic (India) Pvt. Ltd. Unit-1, Luthra Ind Premises, 1st Floor, 44 E, M Vasati Marg, Andheri Kurla Road, Safed Pool, Andheri (E), Mumbai - 400072 Tel: 022 28515606/28515644

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

SI. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the company

1

Technical Consultancy in relation to Architectural and Engineering Activities

71711

100.00%

III. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No

Name and address of the Company

CIN/GLN

Holding / subsidiary/ associate

% of shares held

Applicable section

1

Zodiac Developers Private Limited

U45201MH1995PTC086758

Subsidiary

50.98%

Section 2(87)

I SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding:

Category of Shareholders

No. of Shares held at the beginning of the year 1-4-2017

No. of Shares held at the end of

% Change during the year

Demat

Physical

Total

% of TolaI Shares

Demat

Physical

Total

% of Total Share

A. Promoters

(1) Indian

a)lndwidual/HUF

2,39,89,640

0

2,39,89,640

64.333

2,39,89,640

0

2,39,89,640

64.333

0

b) Central Govt

0

0

0

0

0

0

0

0

c) State Govt(s)

0

0

0

0

0

0

0

0

d) Bodies Corp.

0

0

0

0

0

0

0

0

e) Banks / Fl

0

0

0

0

0

0

0

0

f) Any other

0

0

0

0

0

0

0

0

Sub-total(A)(1):

2,39,89,640

0

2,39,89,640

64.333

2,39,89,640

0

2,39,89,640

64.333

0

(2) Foreign

a) NRIs- Individuals

0

0

0

0

0

0

0

0

b) Other Individuals

0

0

0

0

0

0

0

c) Bodies Corp.

0

0

0

0

0

0

0

0

d) Banks / Fl

0

0

0

0

0

0

0

e) Any other

0

0

0

0

0

0

0

0

Sub-total (A)(2):

0

0

0

0

0

0

0

Total shareholding of Promoter
(A) = (A)(1) (A)(2)

2,39,89,640

0

2,39,89,640

64.333

2,39,89,640

0

2,39,89,640

64.333

0

B. Public Shareholding

(1) Institutions

0

0

0

0

0

0

0

0

a) Mutual Funds

0

0

0

0

0

0

0

b) Banks / Fl

0

0

0

0

0

0

0

0

c) Central Govt

0

0

0

0

0

0

0

d) State Govt(s)

0

0

0

0

0

0

0

0

e)Venture Capital Funds

0

0

0

0

0

0

0

f)lnsurance Companies

0

0

0

0

0

0

0

0

g) Flls

0

0

0

0

0

0

0

h)Foreign Venture Capital Funds

0

0

0

0

0

0

0

0

i) Others (specify)

0

0

0

0

0

0

0

Sub-total (B)(1):

0

0

0

0

0

0

0

0

(2)Non-lnstitutions

a) Bodies Corp.

i) Indian

45,90,776

0

45,90,776

12.311

45,66,108

0

45,66,108

12.245

-0.066

ii) Overseas

0

0

0

0

0

0

0

0

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

14,92,625

1,47,500

16,40,125

4.398

15,21,423

1,36,020

16,57,443

4.445

0.047

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh

68,91,700

1,70,000

70,61,700

18.937

68,91,700

1,70,000

70,61,700

18.937

0

c) Others (specify)

7,759

0

7,759

0.021

15,109

0

15,109

0.041

0.020

Sub-total(B)(2):

1,29,82,860

3,17,500

1,33,00,360

35.667

1,29,94,340

3,06,020

1,33,00,360

35.668

0.001

Total Public Shareholding (B)=(B)(1) (B)(2)

1,29,82,860

3,17,500

1,33,00,360

35.667

1,29,94,340

3,06,020

1,33,00,360

35.668

0.001

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0

0

0

0

0

0

Grand Total (A B C)

3,69,72,500

3,17,500

3,72,90,000

100.00

3,69,83,980

3,06,020

3,72,90,000

3,69,72,500

100

ii. SHAREHOLDING OF PROMOTERS:

SI. NO

Shareholder''s Name

Shareholding at the beginning of the year 1-4-2016

Share holding at the end of the Year 31-3-2017

No. of Shares held as on 1-4-2016

% of total Shares of the Company

% of Shares Pledged/ encumbered to total shares

No. of Shares held as on 31-3-2017

% of total Shares of the Company

% of Shares Pledged/
encumbered to total shares

% change in share holding during the year

1

Ramesh V Shah

1,25,92,320

33.77

0

1,25,92,320

33.77

0

0%

2

Pushpa R Shah

52,50,000

14.08

0

52,50,000

14.08

0

0%

3

Jimit R Shah

27,62,320

7.41

0

27,62,320

7.41

0

0%

4

Sunita J Shah

17,50,000

4.69

0

17,50,000

4.69

0

0%

5

Yesha R Shah

16,35,000

4.38

0

16,35,000

4.38

0

0%

Total

2,39,89,640

64.33

0

2,39,89,640

64.33

0

0%

Mi. CHANGE IN PROMOTERS'' SHAREHOLDING:

SI. No.

Shareholder''s Name

Cumulative Shareholding during the year

No. of shares Held as on 1-4-2016

% of total shares of the Company

No. of shares held as on 31-3-2017

% of total shares of the Company

1

Ramesh V. Shah

At the beginning of the year

1,25,92,320

33.78%

1,25,92,320

33.78%

At the End of the year

-

-

1,25,92,320

33.78%

2

Pushpa R. Shah

At the beginning of the year

52,50,000

1 4.07%

52,50,000

1 4.07%

At the end of the year

-

-

52,50,000

14.07%

3

Jimit R. Shah

At the beginning of the year

27,62,320

7.41%

27,62,320

7.41%

At the end of the Year

-

-

27,62,320

7.41%

4

Sunita J. Shah

At the beginning of the Year

17,50,000

4.69%

17,50,000

4.69%

At the end of the Year

17,50,000

4.69%

5

Yesha R. Shah

At the beginning of the Year

1,63,500

4.38%

16,35,000

4.38%

At the end of the Year

16,35,000

4.38%

iv. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS (OTHER THAN DIRECTORS. PROMOTERS AND HOLDERS OF GPRS AND APRS):

SI. No.

Shareholder''s Name

Cumulative Shareholding during the year

For each of the Top 10 Shareholders

No. of shares

% of total shares of the Company

Date

Increase/ Decrease in shareholding

Reason

No. of shares

% of total shares of the Company

1

Pratik Bachubhai Mujat

At the beginning of the Year 1-4-2017

6,75,850

1.81%

6,75,850

1.81%

At the End of the year 31 -3-2018

No Change

6,75,850

1.81%

2

Shreya Hari Muzat

At the beginning of the Year 1-4-2017

6,56,191

1 .76%

6,56,191

1 .76%

At the End of the year 31 -3-201 8

No Change

6,56,191

1 .76%

3

Jitendra Bhimshi Shah

At the beginning of the Year 1-4-2017

4,07,500

1 .09%

5,50,000

1.475

At the End of the year 31 -3-2018

22-12-2017

142500

Purchase

5,50,000

1.475

3

Khimji Dharamshi Patel

At the beginning of the Year 1-4-2017

4,61,900

1 .24%

4,61,900

1.24%

At the End of the year 31 -3-2018

No Change

4,61,900

1.24%

5

Deepak Kanji Arethia

At the beginning of the Year 1-4-2017

4,06,572

1 .09%

4,06,572

1 .09%

At the End of the year 31 -3-2018

No Change

4,06,752

1 .09%

6

Bachubhai D Arethia

3,66,942

0.98%

At the beginning of the Year 1-4-2017

3,66,942

0.98%

3,66,942

0.98%

At the End of the year 31 -3-2018

No Change

3,66,942

0.98%

7

Ishwarlal Ratilal Thakkar

At the beginning of the Year 1-4-2017

3,35,500

0.90%

3,35,500

0.90%

At the End of the year 31 -3-2018

No Change

3,35,500

0.90%

8

Kishore Bhachibhai Mujat

At the beginning of the Year 1-4-2017

3,35,375

0.90%

3,35,375

0.90%

At the End of the year 31 -3-2018

No Change

3,35,375

0.90%

9

Hari B Muzat HUF

At the beginning of the Year 1-4-2017

3,31,253

0.89%

3,31,253

0.89%

At the End of the year 31 -3-2018

No Change

3,31,253

0.89%

10

Hardik Amiut Shah

At the beginning of the Year 1-4-2017

3,00,000

0.80%

3,00,000

0.80%

At the End of the year 31 -3-2018

No Change

3,00,000

0.80%

V. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

SI. No.

Name of Director and/or Key Managerial Personnel

Cumulative Shareholding during the year

For each of the Directors and KMP

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

1

Ramesh Shah (Whole Time Director)

At the beginning of the year 1 -4-2017

1 ,25,92,320

33.77%

1 ,25,92,320

33.77%

No Movement During the Year

-

-

-

-

At the End of the year 31 -3-2018

1 ,25,92,320

33.77%

2

Jimit Shah (Managing Director)

At the beginning of the year 1 -4-2017

27,62,320

7.41%

27,62,320

7.41%

No Movement During the Year

-

-

At the End of the year 31 -3-2018

27,62,320

7.41%

3

Sunita Shah (Director)

At the beginning of the year 1 -4-2017

17,50,000

4.69%

17,50,000

4.69%

No Movement During the Year

-

-

At the End of the year 31 -3-2018

17,50,000

4.69%

4

Aakash Parikh (Independent Director)

At the beginning of the year 1 -4-2017

0

0

0

0

No Movement During the Year

-

-

At the End of the year 31 -3-2018

0

0

5

Anil Ghagare (Independent Director)

At the beginning of the year 1 -4-2017

0

0

0

0

No Movement During the Year

-

-

-

-

At the End of the year 31 -3-2018

0

0

7

Vipul Khona (Chief Financial officer)

At the beginning of the year 1 -4-2017

0

0

0

0

No Movement During the Year

-

-

-

-

At the End of the year 31 -3-2018

0

0

8

Avinash Agarwal (Company Secretary)

At the beginning of the year 1 -4-2017

0

0

0

0

No Movement During the Year

-

-

At the End of the year 31 -3-2018

0

0

II INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

Nil

4,07,64,826

Nil

4,07,64,826

ii) Interest due but not paid

Nil

Nil

Nil

Nil

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i ii iii)

Nil

4,07,64,826

Nil

4,07,64,826

Change in Indebtedness during the financial year

Addition

Nil

3,46,06,235

Nil

3,46,06,235

Reduction

Nil

3,71,05,753

Nil

3,71,05,753

Net Change

Nil

(24,99,518)

Nil

(24,99,518)

Indebtedness at the end of the financial year

Principal Amount

Nil

3,82,65,308

Nil

3,82,65,308

ii) Interest due but not paid

Nil

Nil

Nil

Nil

iii) Interest accrued but not due

Nil

Nil

Nil

Nil

Total (i ii iii)

Nil

3,82,65,308

Nil

3,82,65,308

III REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

SI. No.

Particulars of Remuneration

Name of MD/ WTD/ Manager

Total Amount

MD Jimit Shah

WTD Ramesh Shah

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

Nil

Nil

Nil

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Nil

Nil

Nil

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

Nil

Nil

Nil

2

Stock Option

Nil

Nil

Nil

3

Sweat Equity

Nil

Nil

Nil

4

Commission

Nil

- as % of profit

Nil

Nil

Nil

- others, specify

Nil

Nil

Nil

5

Others, please specify

Nil

Nil

Nil

Total (A)

Nil

Nil

Nil

Ceiling as per the Act

N.A.

N.A.

N.A.

B. REMUNERATION TO OTHER DIRECTORS:

SI. No.

Particulars of Remuneration

Name of Directors

Total Amount

1. Independent Directors

Aakash Nayan Parikh

Anil Ghagare

Fee for attending board / committee meetings

Nil

Nil

Commission

Nil

Nil

Others, please specify

Nil

Nil

Total (1)

Nil

Nil

2. Other Non-Executive Directors

Sunita J. Shah

Fee for attending board / committee meetings

Nil

Commission

Nil

Others, please specify

Nil

Total (2)

Nil

Total(B)=(1 2)

Nil

Total Managerial Remuneration

Nil

Overall Ceiling as per the Act

Nil

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SI. No.

Particulars of Remuneration

Company Secretary Avinash Agarwal

CFO Vipul Khona

Total

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

5,62,359

20,09,522

25,71,881

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Nil

Nil

Nil

(c) Profits in lieu of salary under section 17(3) Income tax Act, 1961

Nil

Nil

Nil

2

Stock Option

Nil

Nil

Nil

3

Sweat Equity

Nil

Nil

Nil

4

Commission

- as % of profit

Nil

Nil

Nil

- others, specify

Nil

Nil

Nil

5

Others, please Specify

bonus

Nil

Nil

Nil

Total

5,62,359

20,09,522

25,71,881

IV PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD /NCLT/ COURT]

Appeal made, if any (give Details)

A. COMPANY

Penalty

N/A

N/A

N/A

N/A

N/A

Punishment

N/A

N/A

N/A

N/A

N/A

Compounding

N/A

N/A

N/A

N/A

N/A

B. DIRECTORS

Penalty

N/A

N/A

N/A

N/A

N/A

Punishment

N/A

N/A

N/A

N/A

N/A

Compounding

N/A

N/A

N/A

N/A

N/A

C. OTHER OFFICERS IN DEFAULT

Penalty

N/A

N/A

N/A

N/A

N/A

Punishment

N/A

N/A

N/A

N/A

N/A

Compounding

N/A

N/A

N/A

N/A

N/A

ANNEXURE-3

DISCLOSURE 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 ARE GIVEN BELOW:

1

The ratio of the remuneration of each Director to the median Remuneration of the employees of the company for the financial year;

Mr. JimitShah 0

2

the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Company Secretary 16.66% CFO Nil Other KMPs Nil

3

the percentage increase in the median remuneration of Employees in the financial; year

NA

4

the number of Permanent Employees on the rolls of the Company;

2

5

average percentage increase already made in the Salaries of Employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

There was no increase in the remuneration of Managerial Personal. However there was an increment in remuneration of Company Secretary at the rate of 16.66%.

Justification: The percentage increase in the remuneration of Company Secretary in the financial year 2017-18 is justified on account of higher responsibilities and result oriented performance.

6

Affirmation that the remuneration is as per the remuneration policy of the Company.

The Company affirms remuneration is as per the remuneration policy of the Company.

ANNEXURE-4 ZODIAC VENTURES LIMITED

NOMINATION AND REMUNERATION POLICY

INTRODUCTION

Considering that human resources are invaluable assets of a company, to pay equitable remuneration to all Directors, key managerial personnel and employees of the company, 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 this policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP) and Senior Management has been formulated by the Nomination and Remuneration/Compensation Committee (NRC) and approved by the Board of Directors of the Company in their meeting held on 2nd March 2015.

The Nomination and Remuneration/Compensation Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto.

The objective of this policy is to lay down a framework in relation to remuneration of directors, KMP, senior management personnel and other employees.

The Key Objectives of the Committee would be:

1.1. To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

1.2. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of Directors, key managerial personnel and other employees.

1.3. Formulation of criteria for evaluation of Independent Director and the Board.

1.4. To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

1.5. To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company''s operations.

1.6. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

1.7. To develop a succession plan for the Board and to regularly review the plan.

1.8. To assist the Board in fulfilling responsibilities.

This Policy is applicable to Directors (Executive and Non Executive), Key Managerial Personnel and Senior Management Personnel

DEFINITIONS

Board means Board of Directors of the Company.

Directors means Directors of the Company.

Key Managerial Personnel means Managing Director, or Chief Executive Officer or Manager and in their absence, a Whole-time Director; Chief Financial Officer, Company Secretary and such other officer as may be prescribed.

Senior Management means Senior Management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT

1. Appointment Criteria and Qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

c) The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years. Provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

2. Term / Tenure

a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

- An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment on passing of a special resolution by the Company and disclosure of such appointment in the Board''s report.

- No Independent Director shall hold office for more than two consecutive terms of upto maximum of 5 years each, but such Independent Director shall be eligible for appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

- At the time of appointment of Independent Director it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director and three listed companies as an Independent Director in case such person is serving as a Whole-time Director of a listed company or such other number as may be prescribed under the Act.

3. Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior Management Personnel at regular interval (yearly).

4. Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules and regulations there under, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

5. Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and the prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL

1. Remuneration to Managing Director / Executive / Non Executive / Independent Director / KMP / Senior Management Personnel:

The Remuneration/ Compensation/ Commission etc. to be paid to Director / Managing Director etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The Non-Executive Independent Director may receive remuneration / compensation / commission as per the provisions of Companies Act, 2013. The amount of sitting fees shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

DUTIES IN RELATION TO NOMINATION MATTERS

The duties of the Committee in relation to nomination matters include:

Ensuring that there is an appropriate induction in place for new Directors and members of Senior Management and reviewing its effectiveness;

Ensuring that on appointment to the Board, Independent Directors receive a formal letter of appointment in accordance with the Guidelines provided under the Act;

Identifying and recommending Directors who are to be put forward for retirement by rotation

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP, or Senior Management Personnel subject to provisions and compliance of the said Act, rules and regulations.

DUTIES IN RELATION TO REMUNERATION MATTERS

The duties of the Committee in relation to remuneration matters include:

Considering and determining the Remuneration Policy, based on the performance and also bearing in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of the Board and such other factors as the Committee shall deem appropriate all elements of the remuneration of the members of the Board.

Approving the remuneration of the Senior Management including key managerial personnel of the Company maintaining a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company.

REVIEW AND AMENDMENT

i. The NRC or the Board may review the Policy as and when it deems necessary.

ii. The NRC may issue the guidelines, procedures, formats, reporting mechanism and manual in supplement and better implementation to this Policy, if it thinks necessary.

iii. This Policy may be amended or substituted by the NRC or by the Board as and when required and also by the Compliance Officer where there is any statutory changes necessitating the change in the policy.

ANNEXURE-5

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

ZODIAC VENTURES LIMITED

404, Dev Plaza, 68, S.V. Road, Andheri (West), Mumbai -400058.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Zodiac Ventures Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv)The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act);

(a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Following Regulations and/or Guidelines of SEBI are not applicable to the Company for Financial year ended 31st March, 2018:

• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

• The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999:

• The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

• The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and

• The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(vi) The Labour laws applicable to the Company viz.:-

a)The Payment of Wages Act, 1936 and rules made thereunder; b)The Payment of Gratuity Act, 1972 and rules made thereunder; c)The Maternity Benefit Act, 1961 and rules made thereunder; d)The Child Labour Prohibition and Regulation Act, 1986

e) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;

f) The Employees'' Compensation Act, 1923 (earlier known as Workmen''s Compensation Act, 1923) and rules made thereunder;

g) Equal Remuneration Act, 1976 and rules made thereunder;

(vii) Other Laws such as:-

a) Maharashtra Shops & Establishments Act, 1948

The provisions of Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - The same are not applicable to the Company as there is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. There was no change in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members'' views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that the Company has paid its annual listing fees to the Bombay Stock Exchange for the Financial Year 2017-18.

We further report that, during the audit period, the Company has not taken any other actions and no other events occurred having a major bearing on the Company''s affairs in pursuance to the above referred laws, rules, regulations, guidelines, standards, etc. referred to above except as stated in this para.

For R. N. SHAH & ASSOCIATES

COMPANY SECRETARIES

PLACE: Mumbai

(RAJNIKANT N. SHAH)

DATED: 5th November, 2018

Proprietor

C. P. No. 700

''Annexure A''

The Members,

ZODIAC VENTURES LIMITED

404, Dev Plaza, 68, S.V. Road, Andheri (West), Mumbai -400058.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our Responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations,

standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the Company.

For R. N. SHAH & ASSOCIATES

COMPANY SECRETARIES

PLACE: Mumbai

(RAJNIKANT N. SHAH)

DATED: 5th November, 2018

Proprietor C. P. No. 700

ANNEXURE-6 RISK MANAGEMENT POLICY

At Zodiac Ventures Limited, we believe that an effective Risk management process is the key to sustained operations thereby protecting Shareholder value, improving governance processes, achieving strategic objectives and being well prepared for adverse situations or unplanned circumstances, if they were to occur in the lifecycle of the business activities.

This Policy has been approved by the Board of Directors of the Company at their meeting held on 02nd March 2015

Zodiac Ventures Limited shall ensure implementation of effective Enterprise Risk Management by: 1 Putting in place Risk Management Frameworks and Processes.

2. Identifying risks and promoting a pro-active approach to treating such risks.

3. Allocating adequate resources to mitigate and manage risks and minimise their adverse impact on outcomes.

4. Optimising risk situations to manage adverse exposure and bring them in line with acceptable Risk Appetite of the company.

5. Striving towards strengthening the Risk Management System through continuous learning and improvement.

6. Providing clear and strong basis for informed decision making at all levels of the organisation on an ongoing basis, having duly evaluated like risks and their mitigation plan being controllable and within risk appetite.

7. Delineating Business Continuity Processes and Disaster Management Plans, for unforeseen exigencies and keeping the organisation constituents, prepared to appropriately and adequately deal with such circumstances, under eventuality of such happenings.

8. Ensure adherence to all relevant laws, rules & regulations

9. Communicating this policy to the required stakeholders through suitable means and periodically reviewing its relevance in a continuously changing business environment.

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and effective manner.

Risk Management Frameworks and Processes.

Risk Mitigation Strategy

The Company believes that the Risk cannot be eliminated. However, it can be

a.Assigned to another party, who is willing to take risk, say by buying an insurance policy.

b. Reduced, by having good internal controls;

c.ln today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

d. The common risks are Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.

Business risk includes financial risk, political risk, legal risk, etc. The management would identify and evaluate these risks to see which may have critical impact on the Company and which may not have significant impact to deserve further attention.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

Risk Management Framework:

(1) Risk Assessment;

(2) Risk Management;

(3) Risk Monitoring

* RISK ASSESSMENT

Risk Assessment consists of a detailed study of threats and vulnerability and resultant exposure to various risks. The key risks are identified and plans for managing the same are laid out.

RISK MANAGEMENT AND RISK MONITORING

In the management of Risk the probability of risk assumption is estimated with available data and information and appropriate risk treatments worked out in the following areas:

(i) Economic Environment and Market conditions;

(ii) Political Environment;

(iii) Revenue Concentration;

(iv) Inflation and Cost Structure;

(v) Technological Obsolescence;

(vi) Financial Reporting Risks;

(vii) Legal Risk;

(viii) Compliance with Local Laws;

(ix) Project Management;

(x) Environmental Risk Management;

(xi) Human Resource Management.

Risk Mitigation Measures Adopted by the Company:

The Company has adopted the following measures to mitigate the risk arising out of Business Operation, Liquidity, Credit, Industry, Human Resource, Disaster, System, Legal, etc.

•S The Company functions under a well-defined organization structure.

•S Flow of information is well defined to avoid any conflict or communication gap between two or more Departments or Functions.

•S Second level positions are created in each Department to continue the work without any interruption in case of non-availability of functional heads.

•S Effective steps are being taken on a continuing basis taking various changing scenarios in the market.

•S Systems put in place for assessment of creditworthiness of contractors/sub-contractors/ dealers/vendors/customers.

•S Required materials are procured from different sources at competitive prices. •S Alternative sources are developed for uninterrupted supply of required materials.

•S Company has proper recruitment policy for recruitment of personnel at various levels in the organization.

•S Proper appraisal system for revision of compensation on a periodical basis has been evolved and followed regularly.

•S Employees are trained at regular intervals to upgrade their skills.

•S Labour problems are obviated by negotiations and conciliation.

•S Employees are encouraged to make suggestions and discuss any problems with their Superiors.

•S The properties of the company are insured against natural risks, like fire, flood, earthquakes, etc. with periodical review of adequacy, rates and risks covered under professional advice.

•S Password protection is provided at different levels to ensure data integrity. •S The Company ensures Data Security, by having access control/ restrictions.

•S The Legal department vets all legal and contractual documents with legal advice from Legal retainers for different branches of legislation.

•S Contracts are finalized as per the advice from legal professionals and Advocates. .

•S Timely payment of insurance and full coverage of properties of the Company under insurance.

•S Internal control systems for proper control on the operations of the Company and to detect any frauds.

Role of Managing Director and Accountabilities

The Managing Director has responsibility for identifying, assessing, monitoring and managing risks. The Managing Director is also responsible for identifying any material changes to the Company''s risk profile and ensuring, with approval of the Board, the risk profile of the Company is updated to reflect any material change.

The Managing Director is required to report to the Board as to the effectiveness of the Company''s management of its material business risks on a regular basis.

Continuous Improvement

The Company''s risk management system is always evolving. It is an ongoing process and it is recognised that the level and extent of the risk management system will evolve commensurate with the development and growth of the Company''s activities. The risk management system is a living system and the documentation that supports it will be regularly reviewed and updated in order to keep current with Company circumstances.

Disclaimer Clause

The Management cautions readers that the risks outlined above are not exhaustive and are for information purposes only. Management is not an expert in assessment of risk factors, risk mitigation measures and management''s perception of risks. Readers are therefore requested to exercise their own judgment in assessing various risks associated with the Company.

Director’s Report