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Zodiac Ventures Ltd.

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Zodiac Ventures Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE:

(Pursuant to clause 49 of the Listing Agreement entered with the Stock Exchange)

1. Company's Philosophy on Corporate Governance

The Company takes pride in being a responsible corporate citizen and has strong ethics. This is reflected in its sense of principles, which focuses on integrity and fairness in all dealings. Business strategy of your Company focuses on creating sustainable long term value of all its stakeholders including members, customers, partners, employees and the society at large.

The Company is committed to sound Corporate Governance practices and compliance with all applicable laws and regulations.

Clause 49 of the Listing Agreement stipulates norms and disclosures standards to be followed on the corporate governance by listed companies. The Board of Directors of Zodiac Ventures Limited has adequate representation of the qualified, professional, non-executive and independent directors.

2. BOARD OF DIRECTORS

A Composition of Board of Directors

The Board of Directors consists of optimum combination of Executive and Non-Executive Directors. Non-Executive Directors include independent professionals with experience in various field. The current strength of the Board is six comprising of two executive director and four nonexecutive directors. Of the six directors, three are independent directors and three are non-independent.

The composition of Board of Directors is as given below:

• Three Promoters, Executive and Non-Executive Director

• Three Non - Executive and Independent Directors

Detail profiles of Independent Director seeking appointment:

1. Mr. Ritwik Sheth (DIN: 06899744)

Shri Ritwik Sheth (25) was appointed as an Additional Director (Independent) in the Board Meeting held on 30th June 2014. He holds a CFA Degree. He has also completed his Bachelor of Commerce and Bachelor of Accounting and Finance. He possesses sound knowledge of Accounting and Finance.

a) Directorship:

Apart from the Company Mr. Ritwik Sheth does not hold directorship any other Indian Public limited Company.

b) Shareholding in the Company:

As on 31st March 2014, Mr. Ritwik Sheth does not hold any securities in the Company.

2. Mr. Aakash Parikh (DIN: 02582311)

Shri Aakash Parikh (30) is a Non-Executive Independent Director of the Company. He was appointed on 2nd November 2010. He holds a degree of Master of Business Administration (Capital Market). He has also completed the Derivatives Market (Dealer's Module), the Capital Market (Dealers Module) and the AMFI (Advisors Module) of the National Stock Exchange's NSE Certificate in Financial Markets.

He has over 4 years experience in the area of Investment Advisory, Financial Planning and Wealth Management.

a) Directorship:

Mint Financial Services Private Limited Zodiac Developers Private Limited

b) Shareholding in the Company:

As on 31st March 2014, Mr. Ritwik Sheth does not hold any securities in the Company.

3. Dr. Anil Ghagare (DIN: 03197982)

Shri Anil Ghagare (61) is a Non-Executive Independent Director of the Company. He was appointed on 2nd November 2010. He holds a Bachelor of Ayurvedic Medicine and Science Degree from the Maharashtra Faculty of Ayurvedic & Uniani Systems of Medicines, Bombay. He also holds a Post Graduate Diploma in Medico Legal Systems.

He has over 33 years of experience in the field of medicine wherein he has also served in the panel of Employees State Insurance Scheme of the GOM.

a) Directorship:

Apart from the Company Dr. Anil Ghagare does not hold directorship any other Indian Public limited Company.

b) Shareholding in the Company:

As on 31st March 2014, Dr. Anil Ghagare does not hold any securities in the Company.

B Board Meetings and Attendance during the year :

Eight meetings of the Board of Directors were held during the year ended 31st March 2014 and the gap between two meetings did not exceed four months. The dates on which the meetings were held are as follows:

30th May 2013, 10"'1 June 2013, 12th August 2013, 1s' October 2013, 11th October 2013, 13th November 2013, 29'" November 2013,14 February 2014.

The 32nd Annual General Meeting (AGM) of the Company was held on 28th September 2013.

C Non executive directors' compensation and disclosures:

The Non-Executive Directors have not drawn any remuneration including sitting fees from the Company for the year ended 31st March 2014. None of the Non-executive Directors have any material pecuniary relationship or transactions with the Company.

No convertible instruments/employee stock options have been granted by the Company to the NonExecutive Directors of the Company.

D Code of conduct:

The Board of Directors has laid down a Code of Conduct for the Board members and senior management personnel of the Company. The same is circulated among the Board Members and Senior Management Personnel. All the members of the Board and Senior Management Personnel have affirmed compliance of the respective Code of Conduct on Annual Basis. The required Declaration to the Compliance is offered herewith.

E CEO CERTIFICATION

As required under Clause 49 of the Listing Agreement, the CEO certification on the financial statements and other matters has been obtained from Mr. Jimit Shah, Managing Director of the Company and is annexed with this report.

3. AUDIT COMMITTEE:

a) Terms of reference:

The role and the powers of the Audit Committee are as per guidelines set out in Clause 49 of the Listing Agreement and Section 292A of Companies Act, 1956.

a. The scope of the Audit Committee includes:

I. Review of financial statements before they are submitted to the Board for adoption.

II. Recommending the appointment or removal of statutory auditors, fixation of audit fees and approval for payment for other services provided by the auditors.

III. Review of quarterly, half yearly and yearly financial statements before they are presented to the Board, focusing inter alia upon -

• Accounting Policies and any changes thereto.

• Ensure compliance with the Accounting Standards.

• Compliance with the laws, rules, regulations and notifications issued by the Stock Exchange and other regulatory authorities relating to the preparation and disclosure of financial statements.

• Qualifications in draft audit report, if any.

• Significant issues arising out of audit.

• The going concern assumption.

• Major accounting entries based on exercise of judgment by management.

• Any related party transactions i.e. transactions of the Company of material nature, with promoters or the management or relatives, etc. that may have potential conflict with the interest of the Company at large.

b. Review with the management, auditors the adequacy of internal control systems.

c. Discussions with the Statutory Auditors on matters relating to internal controls, periodic financial statements and any significant findings and follow up thereon.

d. Review of the Company's financial and risk management policies.

e. Carry out any other function as is mentioned in the terms of reference to the Audit Committee

• Accounting and financial reporting process of the Company

• Audited and un-audited financial results

• Internal audit reports, risk management policies & report on internal control systems of the Company

• Discusses the larger issues that are of vital concern to the Company including adequacy of internal controls, reliability of financial statements/other management information, adequacy of provisions for liabilities and whether the audit tests are appropriate and scientifically carried out in accordance with Company's current business and size of operations.

The Audit Committee also reviews the adequacy of disclosures and compliance with all relevant laws. Audit Committee meetings are generally attended by the Managing Director, Chief Financial Officer and representative of Statutory Auditors of the Company.

b) Composition:

As at 31st March 2014, the Audit Committee of the Board comprised of three (3) Directors and was chaired by Mr. Litesh Gada an Independent Director. Subsequent to resignation of Mr. Litesh Gada on 17th June 2014, Mr. Ritwik Sheth, an Independent Director, was appointed as Chairman of the Committee.

The Audit Committee comprises of Three Directors. Out of three directors, two of them are Non Executive and Independent Directors and one Director is an Executive and Non Independent Director. All the Directors possess knowledge of corporate finance, accounts and company law. An Independent, Non Executive Director acts as Chairman of the Committee Meetings. The Statutory Auditors are also invited to the meetings. The quorum of the Audit Committee is three members.

During the year under review, four (4) meetings of the Audit Committee were held on 1st April 2013, 31st July 2013, 15th October 2013 and 15th January 2014.

The details of composition of the Audit Committee, which complies with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement along with attendance of the Committee Members at the meetings held during the year under review, is as detailed herein:

4. NOMINATION AND REMUNERATION COMMITTEE (Formerly known as Remuneration / Compensation Committee):

Brief description of Terms of reference

The 'Remuneration Committee' which was re-constituted & renamed as "Nomination and Remuneration Committee" in the Board Meeting held on 30th June 2014, aims to determine the policy on remuneration packages of executive directors of the Company including payment of compensation. Besides, it also determines remuneration to the relatives of Directors and Senior Employees, if any.

While deciding on the remuneration of the Directors, the committee considers the performance of the Company, the current trends in the industry, their experience, past performance and other relevant factors. The Committee regularly keeps track of the market trends in terms of compensation levels and practices in relevant industries. This information is used to review remuneration policies. The Company pays remuneration by way of salary, perquisites and allowances (fixed component) to its Managing/ Whole-Time Directors. No remuneration by way of commission was given to any Executive Director.

Remuneration Package & Remuneration paid to Directors

Remuneration package is determined on a case-to-case basis. The Company had not paid any Remuneration to Executive Directors for the year ended 31st March, 2014.

Disclosures as required pursuant to Schedule V of the Companies Act, 2013

Salary mentioned above includes perquisites payable to Mr. Jimit Shah, classified as follows: -

• The company will reimburse leave travel expenses for self subject to ceiling of one month's basic salary per annum.

• Reimbursement of medical expenses for self and family, subject to ceiling of one month's basic salary per annum.

• Reimbursement of Driver's salary for provision of use of car for company business.

• Gratuity as per the Rules of the Company and encashment of leave at the end of the tenure. Note:- For the purpose of Perquisites stated above, "Family" means the spouse, the dependent children and dependent parents.

Except Mr. Ramesh Shah and Ms. Sunita Shah being relatives of Mr. Jimit Shah, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 10

A copy of the Agreement would be available for inspection by the members at the Registered Office of the Company during normal business hours on any working day up to and including the date of the Annual General Meeting. The Explanatory Statement together with the accompanying Notice may also be regarded as an abstract of the Agreement and Memorandum of interest under Section 190 of the Act.

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

(Former Name - Shareholders' / Investors' Grievance Committee)

Composition & Meetings of Committee

"Shareholder's/Investor's Grievance Committee" was re-constituted & renamed as "Stakeholders Relationship Committee" in the Board Meeting held on 30th June 2014 as per requirement of the Companies Act, 2013 and the Rules and regulations made there under.

 

During the financial year ended March 31, 2014, three Shareholders Grievance Committee meetings were held respectively on 18th May 2013, 29th July 2013 and 8th August 2013

Powers and Functions of the Committee

1. Redressing shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, duplicate share certificates etc.;

2. To take action for efficient transfer of shares, including review of cases for refusal of transfer/ transmission of shares;

3. To take effective action for allotment and listing of shares;

4. Issuance of duplicate / split / consolidated share certificates;

5. To monitor, under the supervision of the Company Secretary, the complaints received by the Company from SEBI, Stock Exchanges, Ministry of Corporate Affairs, ROC and the Share/ Security holders of the Company etc., and the action taken for redressal of the same.

6. To monitor and expedite the status and process of dematerialization and re-materialization of shares of the Company.

7. To suggest statutory and regulatory authorities regarding investor grievances and make sure proper and timely attendance and redressal of investor queries and grievances.

During the year, the Company has not received complaint and there were no complaints outstanding as on 31st March 2014.

6. DISCLOSURES:

o Disclosures of Transactions with Related Parties:

The details of all materially significant transactions with related parties are periodically placed before the audit committee. The details are mentioned in notes to the Balance Sheet attached with this report.

o Compliances by the Company:

The Company is in compliance with the various requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to the capital market. During the year 2013 -2014, the SEBI has imposed a penalty of Rs. 500,000/- on the Company and Rs. 200,000/- on the Executive Directors of the Company, by order dated 28th March 2014 for Violation of provisions of Regulation 8(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 (hereinafter referred to as "SAST Regulations, 1997") and regulation 74(3) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 (hereinafter referred to as "ICDR Regulations, 2009") read with regulation 20(1) of SEBI (Substantial Acquisition of Shares and Takeovers), Regulations, 2011 (hereinafter referred to as 'SAST Regulations, 2011")

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis forms part of the Annual Report.

9. COMPLIANCE CERTIFICATE FROM AUDITORS:

Compliance Certificate for Corporate Governance from M/s. A.R Sodha & Company, Chartered Accountants is annexed to this report.

10. CEO CERTIFICATION:

As required under Clause 49 of the Listing Agreement, the CEO certification on the financial statements and other matters has been obtained from Mr. Jimit Shah, Managing Director of the Company and is annexed with this report.

11. MEANS OF COMMUNICATION:

All material information and financial results of the Company is promptly sent through e-mail and hand delivery to the Bombay Stock Exchange immediately after the same are considered by the Board.

12. GENERAL SHAREHOLDERS INFORMATION:

a) Annual General Meeting:

Date and Time of Meeting

30th September 2014 at 12.00 Noon

Venue of the Meeting

 404, Dev Plaza, 68, S V Road, Andheri (West),Mumbai 400 058

b) Financial Year

The Company follows April - March as its financial year. The results for every quarter beginning from April will be declared within the time period prescribed under the Listing Agreement

c) Dates of Book Closure:

26th September 2014 to 30th September 2014 (both days inclusive)

d) Dividend Payment Date for the previous Financial year: 29th October 2013

e) Listing on Stock Exchange:

The Equity Share of the Company are listed at the Bombay Stock Exchange Limited and the annual listing fees payable for the financial year 2013 - 2014 have been paid within the prescribed limit to the Bombay Stock Exchange Limited.

f) Stock Code:

Bombay Stock Exchange Limited (BSE) 503641

g) Registrar and Share Transfer Agent:

Sharex Dynamic (India) Pvt Ltd.

17/B, Dena Bank Bldg, 2nd Floor, Horniman Circle, Fort, Mumbai - 400 001

h) Share Transfer System:

The Company has appointed Sharex Dynamic (India) Pvt Ltd as Registrars and Share Transfer Agents. The shares lodged for physical transfer/ transmission / transposition are registered within the prescribed time period if the documents are complete in all respects. The shares in dematerialised form are admitted for trading with Central Depository Services (India) Limited (CDSL).

i) Dematerialization of Equity shares:

97.32% of the Equity shares of the Company have been dematerialized as on March 31, 2014. The Company has entered into agreements with Central Depositary Securities Limited whereby shareholders have an option to dematerialize their shares with the depositories.

j) Registered office of the Company:

404, Dev Plaza, 68, S. V. Road, Andheri (West), Mumbai -400 058

k) Address for investor Correspondence:

Shareholders may correspond with the Registrar and Share Transfer Agents at:

M/s. Sharex Dynamic (India) Pvt Ltd.

17/B, Dena Bank Bldg, 2nd Floor, Horniman Circle, Fort, Mumbai -400 001

Tel No. - 022 28515606/ 28515644 Fax No-022 - 28512885

On all matters relating to transfer/dematerialization of shares, share transfer, transmission, change of address or any other query relating to Equity Shares of the Company.

The Company has designed info@zodiacventures.in  as an exclusive email ID for Shareholders for the purpose of registering complaints.

For General Correspondence:

Zodiac Ventures Limited

404, Dev Plaza, 68, S. V. Road, Andheri (West), Mumbai -400 058