DIRECTORS REPORT Your Directors are pleased to present the 34th Annual General Report together with the Audited Financial Statements for the year ended 31st March 2015. 1) CORPORATE OVERVIEW The scope of Affordable Housing in India is simply unlimited. A number of Real Estate Companies now have access to organized financing through primary and secondary markets, financial institutions and alterative financing routes such as private equity. The Indian construction markets is expected to be the world's third largest by 2020. It is currently the fourth largest sector in the country in terms of FDI inflows. The Government of India has shown support for the Real Estate industry. It has allowed foreign direct investment (FDI) of up to 100% in development projects for townships and settlements, as well as formally approved 577 special economic zones (SEZ's). Thus, recent policy based efforts and progressive reforms initiated in mid-2013 in the form of Real Estate Regulatory (RER) Bill and new Land Acquisition Act will collectively make the Real Estate Sector more transparent and appealing for developers, investors and buyers. 3) PERFORMANCE EVALUATION During the year under review the Net Profit After Tax on consolidated basis was Rs. 72,03,101/- as against Rs. 62,27,210 in the previous year registering an increase of 15.67% . The Net Profit After Tax on standalone basis during the year under review was Rs. 47,04,956/- as against 44,08,061/-registering an increase of 6.74%. 4) 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. 5) SUBSIDIARY COMPANY The Consolidated Financial Statements of the Company and its Subsidiary which form part of Annual Report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a Statement containing the salient features of the Financial Statements of the Subsidiary Company in the prescribed Format AOC-1 is annexed as "Annexure 1" to this 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 Subsidiary are available on the website of the Company. These documents will also be available for inspection during business hours at the Registered Office of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may write to the 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. 6) 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" to this 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 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. 0.05/- per Equity Shares of Re 1/- each i.e. 5% of the face value for the year ended 31st March 2015. The total cash outflow on account of Equity dividend payment, excluding dividend distribution tax would be Rs. 18,64,500/- for the Financial Year 2014-2015. 8) SHARE CAPITAL The paid-up Equity Share Capital as March 31st 2015 stood at Rs. 3,72,90,000/- divided into 3,72,90,000 Equity Shares of Re.1/- each. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31st March 2015 none of the Directors of the Company hold instruments convertible into Equity Shares of the Company. 9) SUB-DIVISION OF EQUITY SHARES During the year under review the Company has sub- divided one Equity Share of Rs. 10/- each -into ten Equity Shares of Re. 1/- each., the paid up Share capital of the company comprises of 3,72,90,000 equity shares of Re. 1/-each. 10) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE 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. 11) 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 steps 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 12) 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: Mr. Jimit Shah (DIN: 01580796) Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. During the year under review Mr. Litesh Gada resigned as Independent Director of the Company with effect from 30.06.2014 and Mr. Ritwik Sheth was appointed as an Independent Director in place of Mr. Litesh Gada with effect from 30.06.2014. Mr. Ritwik Shethresigned as Director of the Company with effect from 31.01.2015. The Board placed on record its appreciation for the services rendered by Mr. Litesh Gada and Mr. Ritwik Sheth during their tenure as Independent Directors of the Company. 13) 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. 14) SEPARATE MEETING OF INDEPENDENT DIRECTOR (Provide us the details) Separate meeting of Independent Director was held on 27th March 2015 for the Financial year 2014-2015. 15) 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: a) In preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departure b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit and loss of the Company for the year ended on that date. c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for detecting and preventing fraud and other irregularities. d) The Directors had prepared the Annual Accounts on a going concern basis and e) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors at their separate meeting. BOARD MEETINGS(Provide us the details) During the year under review, the Board Meetings held on 30-5-2014, 30-6-2014, 14-8-2014, 1-92014, 14-11-2014, 1-1-2015, 31-1-2015, 2-3-2015,12-3-2015, 26-3-2015 for the Financial Year 2014-2015. 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. 20) 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 terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. A.R. Sodha & Company, Chartered Accountants, as the Statutory Auditors of the Company is placed for ratification by the Shareholders. 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 Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March 2015 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 2014-2015 as required under Section 204 of the Companies Act, 2013 and the Rules there under. The Secretarial Audit report for the financial year 2014-2015 forms part of Annual Report as "ANNEXURE 5" to the Board 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. 21) 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 22) RELATED PARTY TRANSACTIONS During the year, the Company had not entered into any contract/arrangement/transactions with Related Partiesunder the Companies Act 2013 . In accordance, with Accounting Standard 18, the Related Party Transactions are disclosed under Note No. 2.18 of the Standalone Financial Statements. 23) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS 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. 24) 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. 25) 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. 26) 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 27) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: No Significant or Material orders have been passed by Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts, during the year under review. 28) CORPORATE SOCIAL RESPONSIBILITY The Provisions of Section 135 read with Companies (Corporate Social Responsibility), 2014 is not applicable to the Company 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. 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 March 31, 2015,.Meeting of the Audit Committee were held on the following dates: 30-5-2014, 30-6-2014, 14-8-2014, 1-9-2014, 14-11-2014, 31-1-2015, 2-3-2015, 12-32015, 26-3-2015. 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, divising 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 independent Directors, One Executive director and the Company Secretary acts as Ex-officio Secretary of the Committee. iii) MEETING AND ATTENDANCE DURING THE YEAR The Nomination and Remuneration Committee met on 30-6-2015 and 2-3-2015.The Committee in its meeting held on 2nd March, 2015 to recommend to the Board a Policy relating to remuneration for Directors, Key Managerial personnel & other employees. Attendance of members at Committee Meeting was as Follows iv) REMUNERATION POLICY Except Managing Director 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 March 31, 2015, for information of members, are furnished here below: 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. MEETINGS AND ATTENDANCE DURING THE YEAR During the year 6 meetings were held on15-4-2014, 13-5-2014,19-5-2014,3-6-2014, 1-7-2014, 11-7-2014. 29) SCHEME OF AMALGAMATION The Board of the Company had in its meeting dated 26th March 2015 approved the Scheme of Amalgamation of Zodiac Ventures Limited with its subsidiary Zodiac Developers Private Limited and their respective shareholders and creditors under Sections 391 to 394 of the Companies Act, 1956 read with Section 52 of the Companies Act, 2013 and Sections 100 to 103 and other applicable provisions of the Companies Act, 1956. It is proposed to merge Zodiac Ventures Limited (the "Transferor Company") with Zodiac Developers Private Limited (the "Transferee Company") without winding up of the former for the purpose of better, efficient, and economical management and control and for administrative convenience. The proposed amalgamation shall result in the following benefits: i) Direct access to public shareholders of a larger operating company; ii) Enable cost saving and optimum utilization of valuable resources which will enhance the management focus thereby leading to higher operational efficiency; iii) Simplified corporate structure; iv) Rationalisation of administrative and operative costs; The company has filed (i) an application with the BSE in accordance with Clause 24(f) of the listing agreement and (ii) an application with the SEBI, for approval of BSE and SEBI on the Scheme of Amalgamation. 30) 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 Place: Mumbai, Date: 30th May 2015 |