Directors Report of Zodiac Ventures Ltd.

Mar 31, 2018

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: [phone]

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.

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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

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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

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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

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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