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Directors Report of Zodiac Ventures Ltd.

Mar 31, 2014

Dear members,

The directors take pleasure in presenting the 33rd Annual Report, together with the Audited Accounts of your Company for the year ended 31st March 31 2014.

FINANCIAL RESULTS OF YOUR COMPANY (Amount in Rs.) Particulars Financial year ended on

31st March 2014 31st March 201 (Consolidated) (Standalone)

Sales and other Income 1,48,37,422 1,24,23,284

Profit Before Interest, 92,03,387 67,89,249 Depreciation & Taxation

Less: Interest Charges - -

Profit Before Depreciation & 92,03,387 67,89,249 Taxation

Less: Depreciation on - -

PROFIT BEFORE TAXATION 92,03,387 67,89,249

Less: Provision for taxation 29,76,178 23,81,188

PROFIT AFTER TAXATION 62,27,210 44,08,061

Less: Goodwill on Consolidation (21,79,206) Written Off/(Reversed)

Less: Minority Interest 8,91,740 -

NET PROFIT FOR THE YEAR 75,14,676 44,08,061

Dividend 14,91,600 14,91,600

Dividend Distribution Tax 2,53,497 2,53,497

PROFIT AFTER DIVIDEND 57,69,579 26,62,964

Balance brought forward from 1,20,98,569 1,23,42,658 Previous year

Less: Transfer to General - - Reserve sheet / (L0SS) carried to Balance 1,78,68,148 1,50,05,622

(Amount in Rs.) Particulars Financial year ended on

31st March 2013 31st March 2013 (Consolidated) (Standalone)

Sales and other Income 1,46,94,606 1,24,80,336

Profit Before Interest, 94,26,668 72,12,398 Depreciation & Taxation

Less: Interest Charges - -

Profit Before Depreciation & 94,26,668 72,12,398 Taxation

Less: Depreciation on - -

PROFIT BEFORE TAXATION 94,26,668 72,12,398

Less: Provision for taxation 31,93,320 22,91,396

PROFIT AFTER TAXATION 62,33,348 49,21,002

Less: Goodwill on Consolidation Written Off/(Reversed) 10,89,603

Less: Minority Interest 6,43,307

NET PROFIT FOR THE YEAR 45,00,438 49,21,002

Dividend 11,18,700 11,18,700

Dividend Distribution Tax 1,90,124 1,90,124

PROFIT AFTER DIVIDEND 31,91,614 36,12,178

Balance brought forward from 89,06,955 87,30,480 Previous year

Less: Transfer to General - - Reserve sheet / (L0SS) carried to Balance 1,20,98,569 1,23,42,658

OPERATIONAL REVIEW

During the year under review, the Company has made a net profit of Rs. 75,14,676/- on consolidated basis and Rs. 44,08,061/- on standalone basis for the financial year 2013-14. Last year, the Company has made a net profit of Rs. 45,00,438/- on consolidated basis and Rs. 49,21,002/- on standalone basis for the financial year 2012-13.

DIVIDEND

The Directors have recommended a Dividend of Rs. 0.40 per equity shares of Rs. 10/- each, i.e. 4% of the face value, for the year ended 31st March 2014, however since the Company has in its Extra Ordinary General Meeting held on 4th August 2014 have resolved to sub-divide its Equity Shares from Rs. 10/- per share to Re. 1/- per share. Hence, accordingly 4% of the face value post sub-division comes to Rs. 0.04/- per equity share of face value of Re. 1/- each which is hereby recommended by Board, subject to the approval of the members at the Annual General Meeting. The total cash out flow on account of equity dividend payment, excluding the dividend distribution tax would be Rs. 14,91,600/- for the financial year 2013-14.

DIRECTORS

Mr. Litesh Gada one of the Independent Directors of the Company resigned as a Director of the Company w.e.f 17th June 2014. Your Board places on record its deep sense of appreciation for the contribution made by him during his tenure as the Independent Director of the Company. Mr. Ritwik Sheth was appointed as an Additional Director by the board w.e.f 30th June 2014, in the category of Independent Director in accordance with the Articles of Association of the Company and Section 161 of the Companies Act, 2013 (the Act). Mr. Ritwik Sheth holds office only upto the date of the forthcoming AGM and a Notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose Mr. Sheth''s appointment as a Director. His appointment requires the approval of the Members at the ensuing AGM. The Company has, pursuant to the provisions of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Aakash Parikh and Dr. Anil Ghagare as Independent Directors of the Company. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub- section (6) of Section 149 of the Companies Act, 2013 and under Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming AGM of the Company.

In accordance with the requirements of the Act and the Articles of Association of the Company, Mrs. Sunita Shah retires by rotation and is eligible for re-appointment.

SUBSIDIARIES OF THE COMPANY

The Company as on 31st March 31 2014 has one subsidiary viz. Zodiac Developers Private Limited (ZDPL). The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated February 08, 2011 has granted an exemption to all the Companies from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided that the Company publish the Audited consolidated financial statement in the Annual Report. Accordingly this Annual report of the Company contains the summary of financial statement of your Company''s subsidiaries duly audited by its respective statutory auditors. Relevant disclosure of the subsidiary is disclosed in the consolidated balance sheet.

We hereby undertake that annual accounts of the subsidiary Company (ZDPL) and the related detailed information shall be made available to shareholders of the holding & subsidiary Company seeking such information at any point of time. The Annual Accounts of subsidiary Companies will be kept open for inspection by any shareholders in the registered office of the holding Company and of the subsidiary Company. We shall furnish the hard copies of details of accounts of subsidiaries to shareholder on demand within a reasonable period of time.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

PARTICULARS OF EMPLOYEES

None of the employee was drawing in excess of the limits as mentioned under provisions of the Companies Act, 2013 and the rules made there under therefore no such particulars are provided.

SUBDIVISION OF EQUITY SHARES

The Company has in its Extra-Ordinary General Meeting held on 4th August 2014 have sub-divided its Equity Shares from Rs. 10/- per shares to Re.1/- per shares.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, 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 31 March, 2014 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

AUDITORS:

The Statutory Auditors M/s. A.R Sodha & Company, Chartered Accountant, Mumbai, having Firm Registration No 110324W, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till 38th Annual General Meeting at remuneration as may be decided by the Board.

REVIEW OF AUDITOR''S REPORT

Your directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Director''s Report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from Practicing Company Secretary regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is annexed and forming part of Director''s Report.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on 31st March 2014, 97.32% of the Company''s paid-up share capital representing 36,28,880 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information as required under the provisions of Section 217(1 )(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure-I .

COMPLIANCE CERTIFICATE

The Compliance Certificate issued by the Practicing Company Secretary under provision of Companies Act for the year ended 31st March 2014 is enclosed.

ACKNOWLEDGEMNTS

Your Directors wish to thank to the Bankers as well as the Shareholders of the Company. The Board of Directors also wishes to place on record their deep appreciation for the services rendered by the employees of the Company.

For and on behalf of the Board Place: Mumbai Sd/- Date: 1st September 2014 Ramesh Shah Chairman


Mar 31, 2013

To, The Members, of Zodiac Ventures Limited

The directors take pleasure in presenting the 32nd Annual Report, together with the Audited Accounts of your Company for the year ended March 31, 2013.

FINANCIAL RESULTS OF YOUR COMPANY

(Amount in Rs.)

Particulars Financial year ended on

31st March 31st March 31st March 31st March 2013 2013 2012 2012 (Consolidated)(Standalone)(Consolidated)(Standalone)

Sales and other Income 1,46,94,606 1,24,80,336 1,35,18,311 1,10,27,300

Profit Before Interest, 94,26,668 72,12,398 81,13,407 56,22,396 Depreciation & Taxation

Less: Interest Charges - - - -

Profit Before Depreciation & 94,26,668 72,12,398 81,13,407 56,22,396 Taxation

Less: Depreciation 10,89,603 - 10,89,603 -

PROFIT BEFORE TAXATION 83,37,065 72,12,398 70,23,804 56,22,396

Less: Provision for taxation (31,93,320) (22,91,396) (25,33,196) (16,73,026)

PROFIT AFTER TAXATION 51,43,745 49,21,002 44,90,608 39,49,370

Less: Minority Interest 6,43,307 - 7,99,432 -

NET PROFIT FOR THE YEAR 45,00,438 49,21,002 36,91,177 39,49,370

Dividend 11,18,700 11,18,700 10,07,500 10,07,500

Dividend Distribution Tax 1,90,124 1,90,124 1,63,441 1,63,441

PROFIT AFTER DIVIDEND 31,91,614 36,12,178 25,20,236 27,78,429

Balance brought forward from 89,06,955 87,30,480 65,84,189 61,49,520 Previous year

Less: Transfer to General Reserve - - 1,97,469 1,97,469

Profit / (Loss) carried to Balance 1,20,98,569 1,23,42,658 89,06,955 87,30,480 sheet

OPERATIONAL REVIEW

During the year under review, the Company has made a net profit of Rs. 45,00,438/- on consolidated basis and Rs. 49,21,002/- on standalone basis for the financial year 2012-13. Last year, the Company has made a net profit of Rs. 36,91,177/- on consolidated basis and Rs. 39,49,370/- on standalone basis for the financial year 2011-12.

DIVIDEND

The Directors have recommend for your consideration a Final Dividend @3% i.e Rs. 0.30 per Equity shares of Rs. 10/- each for the financial year ended March 31, 2013.

SHARE CAPITAL

During the year under review, 29,54,000 equity shares of Rs.10/- each issued at premium of Rs. 20/- allotted to Promoters and other than Promoters on a preferential basis on February 27, 2013.

As on 31st March, 2013, the paid up share capital of the Company is Rs. 3,72,90,000/- divided into 37,29,000 equity shares of Rs. 10/- each.

DIRECTORS

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mrs. Sunita Jimit Shah retires by rotation and being eligible offer herself for re-appointment.

Mr. Ramesh Virji Shah continues to be Whole-time Director and Mr. Jimit Ramesh Shah continues to be Managing Director on the Board of Directors of the Company.

Mr. Aakash Nayan Parikh, Dr. Anil Bhaskar Ghagare and Mr. Litesh Korshi Gada continues to Directors on the Board of Directors of the Company.

SUBSIDIARIES OF THE COMPANY

The Company as on March 31, 2013 had one subsidiary viz. Zodiac Developers Private Limited (ZDPL). The Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated February 08, 2011 has granted an exemption to Companies from complying with Section 212(8) of the Companies Act, 1956, from attaching the balance sheet, profit and loss account and other documents of the subsidiary companies to the balance sheet of the Company, provided that the Company publish the Audited consolidated financial statement in the Annual Report. Accordingly this Annual report of the Company contains the summary of financial statement of your Company''s subsidiaries duly audited by its respective statutory auditors. Relevant disclosure of the subsidiary is disclosed in the consolidated balance sheet.

We hereby undertake that annual accounts of the subsidiary Company (ZDPL) and the related detailed information shall be made available to shareholders of the holding & subsidiary Company seeking such information at any point of time. The Annual Accounts of subsidiary Companies shall be kept for inspection by any shareholders in the registered office of the holding Company and of the subsidiary Company. We shall furnish the hard copies of details of accounts of subsidiaries to shareholder on demand within a reasonable period of time.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration as prescribed under provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and therefore no such particulars are provided.

DIRECTORS'' RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibilities Statement, it is hereby confirmed:

(i) That the preparation of the Annual Accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) That the directors had prepared the accounts for the financial year ended March 31, 2013 on a going concern basis.

AUDITORS:

M/s. A.R Sodha & Company, Chartered Accountant, Mumbai hold office until the conclusion of the ensuing Annual General Meeting of the Company and being eligible are recommended for re- appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

REVIEW OF AUDITOR''S REPORT

Your directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, the Company has complied with the provisions of Corporate Governance and a report on Corporate Governance is annexed hereto and forms part of this report. A certificate from Practicing Company Secretary of the Company regarding compliance of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement, is appended to the Annual Report.

DEPOSITORY SYSTEM:

The Company has electronic connectivity with both depositories namely Central Depository Services (India) Limited and National Securities Depository Limited. As on March 31, 2013, 95.44% of the Company''s paid-up share capital representing 35,59,130 equity shares is in dematerialized form. In view of the numerous advantages offered by the Depository system, Members holding shares in physical mode are requested to avail of the facility of dematerialization of the Company''s shares on either of Depositories.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 is given in Annexure-I .

ACKNOWLEDGEMNTS

Your Directors wish to thank to the Bankers as well as the Shareholders of the Company. The Board of Directors also wishes to place on record their deep appreciation for the services rendered by the employees of the Company.

For and on behalf of the Board

Place: Mumbai Sd/-

Date : August 12, 2013 Jimit Shah

Managing Director


Mar 31, 2012

To, The Members of Zodiac Ventures Limited.

The directors take pleasure in presenting the 31st Annual Report, together with the Audited Accounts of your Company for the year ended March 31, 2012.

FINANCIAL RESULTS OF YOUR COMPANY

(Amount in Rs.)

Particulars Financial year Financial year Financial year Financial year ended on ended on ended on ended on 31st March 2012 31st March 2012 31st March 2011 31st March 2011 (Consolidated)(Standalone)(Consolidated)(Standalone)

Sales and other Income 1,35,18,311 1,10,27,300 82,63,915 56,04,776

Profit Before Interest, Depreciation & 81,13,407 56,22,396 48,96,127 22,36,988

Taxation

Less: Interest - - - - Charges

Profit Before Depreciation & Taxation 81,13,407 56,22,396 48,96,127 22,36,988

Less: Depreciation 10,89,603

PROFIT BEFORE TAXATION 70,23,804 56,22,396 48,96,127 22,36,988

Less: Provision for taxation (25,33,196) (16,73,026) 10,51,980 37,262

PROFIT AFTER TAXATION 44,90,608 39,49,370 38,44,147 21,99,726

Less: Minority Interest 7,99,432 8,06,089

NET PROFIT FOR THE YEAR 36,91,177 39,49,370 30,38,058 21,99,726

Dividend 10,07,500 10,07,500 9,30,000 9,30,000

Dividend Distribution Tax 1,63,441 1,63,441 1,56,173 1,56,173

PROFIT AFTER DIVIDEND25,20,236 27,78,429 19,51,885 11,13,553

Balance brought forward from 65,84,189 61,49,520 50,90,960 50,90,960

Previous year

Less: Transfer to General Reserve 1,97,469 1,97,469 54,993 54,993

Less: Acquisition Profit transferred to 4,03,663

Cost of capital

Profit / (Loss) carried to Balance sheet 89,06,955 87,30,480 65,84,189 61,49,520

OPERATIONAL REVIEW

During the year under review, the Company has made a net profit of Rs. 36,91,177/. on consolidated basis and Rs. 39,49,370/. on standalone basis for the financial year 2011.12. Last year, the Company has made a net profit of Rs. 30,38,058/. on consolidated basis and Rs. 21,99,726/. on standalone basis for the financial year 2010.11.

RESERVES:

During the year under review, the Company has transferred Rs. 1,97,469/. to General Reserves.

DIVIDEND

The Directors have recommend for your consideration a Final Dividend @ 13% Re. 1.30 per Equity shares of Rs. 10/. each for the financial year ended March 31, 2012.

SUBSIDIARIES OF THE COMPANY

During the last year, Your Company has invested in 520000 Equity shares (50.98%) of M/s. Zodiac Developers Private Limited (ZDPL) & thus made it as a subsidiary of your Company. As per Section 212 of the Companies Act 1956, your Company is required to attach the DirectorsRs. Report, Balance sheet and profit & Loss account of its subsidiary to this Annual Report. However the Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated February 08, 2011 has granted an exemption to Companies from complying with Section 212, provided that the Company publish the Audited consolidated financial statement in the Annual Report. Accordingly this Annual report of the Company contains the summary of financial statement of your CompanyRs.s subsidiaries duly audited by its respective statutory auditors. Relevant disclosure of the subsidiary is disclosed in the consolidated balance sheet.

We hereby undertake that annual accounts of the subsidiary Company (ZDPL) and the related detailed information shall be made available to shareholders of the holding & subsidiary Company seeking such information at any point of time. The Annual Accounts of subsidiary Companies shall be kept for inspection by any shareholders in the registered office of the holding Company and of the subsidiary Company. We shall furnish the hard copies of details of accounts of subsidiaries to shareholder on demand within a reasonable period of time.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration as prescribed under provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and therefore no such particulars are provided.

DIRECTORSRs. RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies (Amendment) Act, 2000 with respect to DirectorsRs. Responsibilities Statement, it is hereby confirmed:

(i) That the preparation of the Annual Accounts for the financial year ended March 31,2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) That the directors had prepared the accounts for the financial year ended March 31, 2012 on a going concern basis.

REVIEW OF AUDITORRs.S REPORT

Your directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS:

M/s. A.R Sodha & Company, Chartered Accountant, Mumbai hold office until the conclusion of the ensuing Annual General Meeting of the Company and being eligible are recommended for re- appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act 1956, a secretarial Compliance certificate from Mr. Kaushal Dalal, Practicing Company Secretary, is attached with this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 is given in Annexure-I .

ACKNOWLEDGEMNTS

Your Directors wish to thank to the Bankers as well as the Shareholders of the Company. The Board of Directors also wishes to place on record their deep appreciation for the services rendered by the employees of the Company.

For and on behalf of the Board

Sd/- Jimit Shah Managing Director

Place: Mumbai

Date: August 30, 2012


Mar 31, 2011

To The Members of Zodiac Ventures Limited.

The directors take pleasure in presenting the 30th Annual Report, together with the Audited Accounts of your Company for the year ended March 31, 2011.

FINANCIAL RESULTS OF YOUR COMPANY

(Amount in Rs.)

Particulars Financial year Financial Financial year ended on year ended ended on 31st March 2011 on 31st March 31st March 2010 2011 (Consolidated) (Standalone) (Standalone)*

Sales and other Income 82,63,915 56,04,776 19,24,227

Profit Before Interest, Depreciation & 79,33,834 22,36,988 15,74,916 Taxation

Less: Interest Charges - - -

Profit Before Depreciation & Taxation 79,33,834 22,36,988 15,74,916

Less: Depreciation 30,37,707 - -

PROFIT BEFORE TAXATION 48,96,127 22,36,988 15,74,916

Less: Provision for taxation 10,51,980 37,262 4,95,442

PROFIT AFTER TAXATION 38,44,147 21,99,726 10,79,474

Less: Minority Interest 8,06,089 - -

NET PROFIT FOR THE YEAR 30,38,058 21,99,726 10,79,473

Dividend 9,30,000 9,30,000 7,75,000

Dividend Distribution Tax 1,56,173 1,56,173 1,30,000

PROFIT AFTER DIVIDEND 19,51,885 11,13,553 1,74,473

Balance brought forward from 50,90,959 50,90,960 49,16,486 Previous year

Less: Transfer to General Reserve 54,993 54,993 -

Less: Acquisition Profit transferred to 4,03,663 - - Cost of capital

Profit / (Loss) carried to Balance sheet 65,84,188 61,49,520 50,90,960

* Previous year, there was no subsidiary and therefore consolidated financials of the Company are not available.

OPERATIONAL REVIEW

During the year under review, the Company has made a net profit of Rs. 30,38,058/- on consolidated basis and Rs.21,99,726/- on standalone basis for the financial year 2010- 11. Since last year there was no subsidiary company of the Company and therefore comparable consolidated accounts are not available.

The management of the Company has been changed in hands of Mr. Jimit Ramesh Shah & his associates from Mr. Hozef A Darukhanawala with effect from May 14, 2010. The financial year 2010- 11 being the first operational year under the new management, your Company has taken several steps to strengthen its foothold in its operating segment of real estate & property development. The Board of Directors of your Company is optimistic about the future projects & operations of the Company.

RESERVES:

During the year under review, the Company has transferred Rs.54,993/- to General Reserves.

DIVIDEND

The Directors have recommend for your consideration a Final Dividend @ 12% i.e. Re. 1.20 per Equity shares of Rs.10/- each for the financial year ended March 31, 2011.

PROPOSED RIGHTS ISSUE TO THE EQUITY SHAREHOLDERS OF THE COMPANY

The Board of Directors of the Company has considered issue of Equity shares on right basis to the existing Equity Shareholders of the Company in the ratio of 20 shares for every one share held in the Company. Your Company has approved the Draft Letter of Offer for the proposed Rights Issue & the same has been filed with the Securities & Exchange Board of India for its vetting & approval during the financial year under review.

SUBSIDIARIES OF THE COMPANY

Your Company has invested in 5,20,000 Equity shares (50.98%) of M/s. Zodiac Developers Private Limited (ZDPL) & thus made it as a subsidiary of your Company. As per Section 212 of the Companies Act 1956, your Company is required to attach the Directors' Report, Balance sheet and profit & Loss account of its subsidiary to this Annual Report. However the Ministry of Corporate Affairs, Government of India vide its circular No. 2/2011 dated February 08, 2011has granted an exemption to Companies from complying with Section 212, provided that the Company publish the Audited consolidated financial statement in the Annual Report. Accordingly this Annual report of the Company contains the summary of financial statement of your Company's subsidiaries duly audited by its respective statutory auditors. Relevant disclosure of the subsidiary is disclosed in the consolidated balance sheet.

We hereby undertake that annual accounts of the subsidiary Company (ZDPL) and the related detailed information shall be made available to shareholders of the holding & subsidiary Company seeking such information at any point of time. The Annual Accounts of subsidiary Companies shall be kept for inspection by any shareholders in the registered office of the holding Company and of the subsidiary Company. We shall furnish the hard copies of details of accounts of subsidiaries to shareholder on demand within a reasonable period of time.

APPOINTMENT OF ADDITIONAL DIRECTORS, WHOLE TIME DIRECTOR & CHAIRMAN

During the year under review, the Board has appointed Mr. Litesh Gada, Mr. Akash Parikh, Mrs. Sunita Shah & Dr. Anil Ghagare as additional director on the Board of directors of the Company. The Board recommends the regularization of these additional directors on the Board of the Company as per Item No. 5 to 8 of the Notice enclosed to this Annual report.

During the year under review, the Board has appointed Mr. Jimit Shah as the Managing Director of the Company & Mr. Ramesh Shah as the Chairman & Whole Time Director of the Company. The approval of the members of the Company is recommended for the ratification of such appointment as per Item No 9 and 10 respectively of the Notice enclosed to this Annual report.

During the year under review, Mrs. Pushpa Shah has resigned from the Board of Directors of the Company.

CONSTITUTION OF AUDIT, SHARE TRANSFER/ SHAREHOLDER GRIEVANCE COMMITTEE & REMUNERATION COMMITTEE

During the year under review, the following three Committees of the Board of Directors of the Company have been constituted:-



Audit Committee

Name of the Designation in the Designation in the Sr. No. Director Board Committee

1 Litesh Gada Independent Director Chairman

2 Ramesh Shah Executive Director Member (Non Independent)

3 Aakash Parikh Independent Director Member

4 Anita Agarwal Company Secretary Secretary



Share Transfer & Shareholder Grievance Committee

Name of the Designation in the Designation in the Sr. No. Director Board Committee

1 Aakash Parikh Independent Director Chairman

2 Jimit Shah Managing Director Member (Non Independent)

3 Anil Ghagare Independent Director Member





Remuneration Committee

Name of the Designation in the Sr. No. Director Board Designation in the Committee

1 Anil Ghagare Independent Director Chairman

2 Sunita Shah Non - Executive Director Member (Non Independent)

3 Aakash Parikh Independent Director Member

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act, 1956 during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration as prescribed under provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended and therefore no such particulars are provided.

DIRECTORS' RESPONSIBILTY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies (Amendment) Act, 2000 with respect to Directors' Responsibilities Statement, it is hereby confirmed:

(i) That the preparation of the Annual Accounts for the financial year ended March 31,2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) That the directors had prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

REVIEW OF AUDITOR'S REPORT

Your directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS:

M/s. A.R Sodha & Company, Chartered Accountant, Mumbai hold office until the conclusion of the ensuing Annual General Meeting of the Company and being eligible are recommended for re- appointment. The Company has received a certificate from them to the effect that their appointment, if made, would be within the limits laid down under Section 224 (1B) of the Companies Act, 1956.

COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act 1956, a secretarial Compliance certificate from Ms. Komal Deshmukh, Practicing Company Secretary, is attached with this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The additional information as required under the provisions of Section 217(1)(e) of the Companies Act 1956 read with the Companies ( Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 is given in Annexure- I .

ACKNOWLEDGEMNTS

Your Directors wish to thank to the Bankers as well as the Shareholders of the Company. The Board of Directors also wishes to place on record their deep appreciation for the services rendered by the employees of the Company.



For and on behalf of the Board

Sd/-

Jimit Shah

Managing Director

Place: Mumbai

Date : May 30, 2011


Mar 31, 2010

The directors take pleasure in presenting the 29th Annual Report, together with the Audited Accounts of your Company for the year ended 31st March, 2010.



FINANCIAL RESULTS (Amount in Rs.)

Particulars Financial year

ended on ended on 31st March2010 31st March 2009

Sales and other Income 19.24.227 11.88.249

Profit Before Interest, Depreciation & Taxation 15,74,916 8.13.366

Less: Interest Charges

Profit Before Depreciation & Taxation 15.74.916 8,13,366

Less: Depreciation

PROFIT BEFORE TAXATION 15,74,916 8.13.366

Less: Provision for taxation 4,95.443 3.66.I29

PROFIT AFTER TAXATION 10.79,473 4,47,237

Dividend 7.75.000 -

Dividend Distribution Tax I.30.000 -

PROFIT AFTER DIVIDEND 1,74,473 4,47,237

Balance brought forward from Previous year 49.16.486 44.69.249

Profit / (Loss) carried to Balance sheet 50,30.359 43,16,486





OPERATIONAL REVIEW

During the year under review, the Company has made a net profit of Rs. 10.79.473/- for the financial year 2009-10 as compared to Rs. 4.47.237/- for the financial year 2008-09.

RESERVES:

During the year under review, the Company has not transferred any amount to Reserves. Credit Balances of Profit & Loss Account has been transferred to Balance Sheet.

DIVIDEND

The Directors have recommend for your consideration a Dividend @10% i.e Re. 1.00 per Equity shares of Rs. 10/- each for the financial year ended 31st March. 2010

CHANGE IN MANAGEMENT:

Subsequent to the end of financial year, there has been a change in management of the Company in the hands of Mr. Jimit Ramesh Shah. Mr. Ramesh V. Shah and Pushpa R. Shah from Mr. Hozef Darukhanawala. The said change in management was conducted as per provisions of regulation 12 of SEBI (Acquisition of Shares & Takeover) Regulation.

1997 by way of passing a special resolution by way of conducting postal ballot as well as conducting an Extra Ordinary General Meeting on 14th May. 2010. The New management has decided to venture into real estate and infrastructure business. Accordingly the Company has altered its main object clause and also changed its name to "Zodiac Ventures Limited".

CHANGE IN NAME AND MAIN OBJECTS DF THE COMPANY

The New Management has decided to venture into the booming sector of construction & realty development. Therefore. it was decided to change the name and object clause of the Company. Accordingly the shareholders have approved the change in name of the Company from "Money Masters Investment Limited" to "Zodiac Ventures Limited" in the Extra Ordinary General Meeting held on 14th May. 2010. The object clause of the Company has also been changed from existing Investment business to construction & realty development sector through conduct of postal ballot.

CAPITAL STRUCTURE

Subsequent to the year end. the Company has increased its authorized capital from Rs. 2,O0.DO.D00 /- (Rupees Two Crores only) divided into 20.00.000 (Twenty lacs only) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs.15.00.00.000/- (Rupees Fifteen Crores Only) divided into 1.50.00,000 (One Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten Only) each.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of section 58A of the Companies Act. I95G during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration as prescribed under provisions of section 2I7(2A) of the Companies Act. I95B read with the Companies (Particulars of Employees) Rules. 1975 as amended and therefore no such particulars are provided.

DIRECTORS

During the year under review, the Board has appointed Mr. Jimit R Shah. Mr. Ramesh Shah, Mrs. Pushpa Shah & Mr. Ratish Tagde as Additional Directors of the Company whose tenure laps on the conclusion of this Annual General Meeting. The Board has recommended the appointment of Mr. Jimit R Shah, Mr. Ramesh Shah and Mrs. Pushpa Shah as a Directors on the Board as per item nos. 4,5 6 6 of notice enclosed to this Annual Report.

Ms.. Sadhna Lohia and Mr. Nathmal Lohia have resigned from the directorship w.e.f. 21st May. 2010.

DIRECTORS RESPDNSIBILTY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies (Amendment) Act, 2000 with respect to Directors Responsibilities Statement, it is hereby confirmed:

(i) That the preparation of the Annual Accounts for the financial year ended 31st March,20ID, the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities

(iv) That the directors had prepared the accounts for the financial year ended 31st March. 2DID on a going concern basis.

REVIEW OF AUDITORS REPORT

Your directors are pleased to inform you that the Statutory Auditors of the Company have not made any adverse or qualified remarks in their audit report.

AUDITORS:

M/s. Hemant Merchant & Co. Chartered Accountants, the retiring Statutory Auditors of your Company have expressed their unwillingness to be re-appointed at the ensuing Annual General Meeting. Your Board has placed on record their appreciation for valuable guidance and immense support extended by them over the years as statutory auditors of the Company.

Further your Company has received a letter from M/s. A R Sodha & Company. Chartered Accountants. Mumbai. expressing their interest to be appointed as the Statutory Auditors of the Company at the ensuing Annual General Meeting in place of the retiring auditor and indicated that if appointed, their appointment will be within the limits prescribed under section 224(1 B) of the Companies Act 1956. The Board proposes and also recommends the appointment of M/s. A R Sodha & Company Chartered Accountants. Mumbai as Statutory Auditors of the Company subject to approval of shareholders.

COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act 1956. a secretarial Compliance certificate from Ms. Komal Deshmukh. Practising Company Secretary, is attached with this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO;

The additional information as required under the provisions of Section 2l7(l)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules.1988 is given in Annexure-I.

ACKNOWLEDGEMNTS

Your Directors wish to thank to the Bankers as well as the Shareholders of the Company. The Board of Directors also wish to place on record their deep appreciation for the services rendered by the employees of the Company.



For and on behalf of the Board

Sd/- Place: Mumbai Jimit Ramesh Shah

Date: 09th July 2010 Director



 
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