Dear Shareholders,
Your Directors are pleased to present the 32nd Annual Report along with the
audited financial statements of your Company for the financial year ended March 31, 2024.
Financial Performance:
The Audited Financial Statements of the Company as on March 31, 2024, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS")
and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
(Amount in Lakhs)
Particulars |
F.Y. 2023-24 |
F.Y. 2022-23 |
Revenue from Operations |
22,006.11 |
13,765.92 |
Other Income |
96.62 |
83.70 |
Total Income |
22,102.73 |
13,849.62 |
Less: Total Expenses before Depreciation, Finance Cost and Tax |
20,109.88 |
13,015.91 |
Profit before Depreciation, Finance Cost and Tax |
1992.85 |
833.71 |
Less: Depreciation |
78.12 |
77.38 |
Less: Finance Cost |
441.02 |
318.13 |
Profit Before Tax |
1473.71 |
438.20 |
Less: Current Tax |
381.00 |
125.00 |
Less: Deferred tax Liability |
(1.26) |
(5.73) |
Less: Pervious year tax adjustment |
(3.23) |
- |
Profit after Tax |
1097.20 |
318.93 |
Other comprehensive income |
5.02 |
(5.13) |
Total Comprehensive Income |
1102.21 |
313.80 |
There are no material changes and commitments affecting the financial position of the
Company, which have occurred between the end of the financial year and the date of this
report. Further, there has been no change in nature of business of your Company.
Previous year figures have been regrouped / re-arranged wherever necessary.
Performance Highlights:
During the year under review, your Company has recorded total Revenue from Operations
to the tune of Rs 22,006.11 Lakhs during the financial year 2023-24 as compared to Rs
13,765.92 Lakhs in the corresponding previous financial year which shows 59.86% increase
in the turnover.
Your Company has recorded total income of Rs 22,102.73 Lakhs during the Financial Year
2023-24 as compared to Rs 13,849.62 Lakhs in the corresponding previous financial year.
During the year, your Company has generated earnings before interest, depreciation and
tax (EBIDTA) of Rs 1992.85 Lakhs as compared to Rs 833.71 Lakhs in the previous year. The
net profit after tax for the financial year 2023-24 stood at Rs 1097.20 Lakhs as compared
to Rs 318.93 Lakhs during the previous financial year 2022-23 which states Increase of
almost 244 % in the profit of the Company.
Earnings per share stood at Rs 7.50 on face value of Rs 10/- each.
Profit of your Company has increase due to increase in Turnover of the Company as well
as addition in Other comprehensive income as compared to previous year. Hence, as the
result of that profit of your Company has increased at robust growth.
Dividend:
The Board of Directors ("Board"), after considering holistically the relevant
circumstances and keeping in view the tremendous growth opportunities that your company is
currently engaged with, has decided that it would be prudent not to recommend any dividend
for the year under review.
Transfer of Shares and Unpaid/Unclaimed Dividend to Investor Education and Protection
Fund:
There is no money lying to unpaid/unclaimed dividend account pertaining to any of the
previous years with the Company. As such the Company is not required to transfer such
amount to the Investor Education and Protection Fund established by the Central Government
in pursuant to the provisions of Sections 124 and 125 of the Act, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016. Further, the provisions related to the shares in respect of which dividend has not
been paid/claimed for the consecutive period of seven (7) years or more which are required
to be transferred to the demat account of the IEPF Authority, are not applicable to the
Company.
Transfer to Reserve:
Your Directors do not propose transfer of any amount to the General Reserves. Full
amount of net profit is carried to reserve & Surplus account of the Company.
Changes in Share Capital:
During the year under review, there was no change in Authorised, Issued, Subscribed and
Paid-up Share Capital of the Company:
The Authorised and Paid-up share Capital of the Company as on March 31, 2024 was:
Authorized Capital: -
The Equity Authorized share Capital of the Company on March 31, 2024 was Rs
15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs 10/- each.
After closure of the Financial Year, the shareholder vide their Ordinary Resolution
passed through Postal Ballot dated May 12, 2024 have approved increase in Authorised Share
Capital of the Company. The Present Authorised Capital of the Company is:
The Authorized Capital of the Company is Rs 20,00,00,000/- divided into 2,00,00,000
Equity Shares of Rs 10/- each.
Issued, Subscribed & Paid-up Capital: -
The Paid-up Capital of the Company is Rs 14,63,34,400/- divided into 1,46,33,440 Equity
Shares of Rs 10/- each.
After Closure of Financial Year, the Nomination and Remuneration Committee vide its
resolution passed in its meeting dated June 20, 2024 has allotted 27,000 Equity Shares
under the ESOP Scheme. The Present Issued, Paid up and subscribed Capital of the Company
is:
The Paid-up Capital of the Company is Rs 14,66,04,400/- divided into 1,46,60,440 Equity
Shares of Rs 10/- each.
Employees Stock Option Scheme (ESOS):
The Shareholders of the Company vide Postal Ballot dated March 16, 2023 have approved
Zodiac Employee Stock Option Plan-2023. The Shareholders of the Company have approved to
grant total option of 2,92,670 (Two Lakhs Ninety Two Thousand Six hundred Seventy Only)
fully paid up equity shares of Rs 10 each of the Company ("Equity Share(s)"),
under one or more tranches to the employees of the Company.
The Nomination and Remuneration committee has granted total 1,76,000 equity stock
options of the face value of Rs. 10 each (ESOPs'), at the grant price of Rs. 10
(Rupees Ten only) per option to the eligible employees of the Company on May 22, 2023 out
of which 41,000 Options were lapsed due to resignation of option Grantee.
After Completion of Financial Year, the Nomination and Remuneration committee has
granted total 22,500 equity stock options of the face value of Rs. 10 each (ESOPs'),
at the grant price of Rs. 10 (Rupees Ten only) per option to the eligible employees of the
Company in its meeting held on May 22, 2024.
The Statutory disclosures as required under Regulation 14 of Securities Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with SEBI
circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 with regard to Zodiac Employee
Stock Option Plan-2023 is available on the website of the Company at www.zodiacenergy.com
A certificate from Secretarial Auditor of the Company i.e. M/s. SCS and Co LLP, Company
Secretaries, has been received confirming that ESOP Scheme 2023, has been implemented in
compliance with the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance
with resolutions of the Company. A copy of the certificate has been uploaded on the
website of the Company i.e. www.zodiacenergy.com.
Subsidiaries/Associates/ Joint Ventures:
The Company does not have subsidiaries, associates and joint ventures companies in the
period under review.
Details of Material Changes from the end of the financial year till the Date of this
Report:
No Material Changes have taken place from the end of the financial year till the date
of this report.
Change in MOA and AOA:
During the year under review, there were no changes in the Memorandum of Association
(MOA) and Alteration in Articles of Association (AOA) of the Company.
After closure of financial year, members of your Company vide Postal Ballot dated May
12, 2024 have approved Alteration Memorandum of Association of the Company by altering
Clause V by Increase in Authorised share Capital of the Company from existing Rs.
15,00,00,000/- (Rupees Fifteen Crore Only) divided into 1,50,00,000 (One Crore Fifty Lacs
Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 20,00,00,000/- (Rupees
Twenty Crores Only) divided into 2,00,00,000 (Two Crores Only) Equity Shares of Rs. 10/-
(Rupees Ten Only).
Change in the Registered Office:
During the year, there was no change in address of the registered office of the
Company.
The Registered office of the Company is situated at U.G.F-4,5,6, Milestone Building,
Near Khodiyar Restaurant, Near Drive In Cinema, Thaltej, Ahmedabad - 380054.
Public Deposits:
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act
read with rules made thereunder at the end of the financial year 2023-24 or the previous
financial years. Your Company did not accept any deposit during the year under review.
Particulars of loans, guarantees or investments:
There are no loans, investments, guarantees, and security in respect of which
provisions of section 185 of the Companies Act, 2013 is applicable. The Company has
complied with the provisions of Section 186 of the Companies Act, 2013, to the extent
applicable. The particulars of loans, guarantee and investments made during the year under
review are disclosed in the financial statements.
Management Discussion and Analysis:
Management Discussion and Analysis Report for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a
separate section, forming part of the Annual Report.
Directors and Key Managerial Personnels:
As of March 31, 2024, your Company's Board had eight members comprising of Two
Executive Directors, one Non-Executive & Non- Independent Director and five
Independent Directors. The Board has one-woman Executive Director. The details of Board
and Committee composition, tenure of Directors, areas of expertise and other details are
available in the Corporate Governance Report, which forms part of this Annual Report.
In terms of the requirement of the Listing Regulations, the Board has identified core
skills, expertise, and competencies of the Directors in the context of the Company's
business for effective functioning.
The key skills, expertise and core competencies of the Board of Directors are detailed
in the Corporate Governance Report, which forms part of this Integrated Annual Report.
During the year under review, Mr. Bhargav Chaitanya Mehta (DIN: 03125599), ceased to be
Executive Director (Whole-time director) of the Company w.e.f. April 01, 2023 due to
Personal Reason. The Board places on record their appreciation for his valuable
contribution and guidance.
During the year under review, the Board of Directors of your company in their meeting
held September 08, 2023 have approved appointment of Mr. Jaiminbhai Jagdishbhai Shah (DIN:
00021880) as Non- Executive Independent Director of the Company subject to approval of the
members. The Members vide their postal ballot dated October 18, 2023 have approved
appointment of Mr. Jaiminbhai Jagdishbhai Shah as Independent Director of the Company for
a Period of five consecutive year from September 08, 2023 to September 07, 2028.
During the year under review, Ms. Niyati Parikh has tendered her resignation from the
post of Company Secretary and Compliance officer of the Company w.e.f. July 15, 2023
(after closing of business hours) & Mr. Parth Shah was appointed as a Company
Secretary and Compliance officer of the Company w.e.f July 16, 2023. Further, on Mr. Parth
Shah has tendered his resignation from the post of Company Secretary and Compliance
officer of the Company w.e.f. October 27, 2023 (after closing of business hours) & the
Board in their meeting held on October 27, 2023 have approved appointment of Ms. Dipika
Modi as Company Secretary and Compliance officer of the Company w.e.f. October 28, 2023.
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of the Company, Mr. Kunjbihari Shah (DIN: 00622460)
is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being
eligible offers himself for re- appointment.
The Board recommends the re-appointment of above Director for your approval. Brief
details of Directors proposed to be re-appointed, as required under Regulation 36 of the
SEBI Listing Regulations, are provided in the Notice of the AGM.
Pursuant to provision of Section 203 of the Act, Mr. Kunjbihari Shah, Managing
Director, Mrs. Parul Kunjbihari Shah, Whole Time Director, Mrs. Shefali Karar, Chief
Financial Officer and Ms. Dipika Modi, Company Secretary & Compliance officer are Key
Managerial Personnels of the Company as on March 31, 2024.
Disclosure by Directors:
The Directors on the Board have submitted notice of interest under Section 184(1) of
the Companies Act, 2013 i.e. in Form MBP 1, intimation under Section 164(2) of the
Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of
Conduct of the Company.
Further, your 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 Act and Regulation 16(1)(b) of the SEBI
Listing Regulations and there has been no change in the circumstances which may affect
their status as an Independent Director. Further, In the opinion of the Board, all your
Independent Directors possess requisite qualifications, experience, expertise including
the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of
the Companies (Accounts) Rules,2014. List of key skills, expertise and core competencies
of the Board, including the Independent Directors, is provided at page no 46 of this
Annual Report. The Independent Directors have also given declaration of compliance with
Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules,
2014, with respect to their name appearing in the data bank of Independent Directors
maintained by the Indian Institute of Corporate Affairs.
Committees of Board:
Details of various Committees constituted by the Board, including the committees
mandated pursuant to the applicable provisions of the Act and SEBI Listing Regulations,
are given in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Number of meetings of the Board:
The Board met 13 (Thirteen) times during the year under review. The intervening gap
between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing
Regulations. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Independent Directors' Meeting:
The Independent Directors met on February 07, 2024, without the attendance of
Non-Independent Directors and members of the management. The Independent Directors
reviewed the performance of Non-Independent Directors, the Committees and the Board as a
whole along with the performance of the Chairman of the Company, taking into account the
views of Executive Directors and Non-Executive Directors and assessed the quality,
quantity and timeliness of flow of information between the management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.
Board Evaluation and familiarization Programme:
The Board adopted a formal mechanism for evaluating its performance and as well as that
of its Committees and individual Directors, including the Chairman of the Board. The
exercise was carried out through a structure devaluation process covering various aspects
of the Boards functioning such as composition of the Board & committees, experience
& competencies, performance of specific duties & obligations, contribution at the
meetings and otherwise, independent judgment, governance issues etc.
During the year under review, your Company has also conducted familiarization of the
Directors on different aspects.
Policy on Directors' appointment and remuneration:
Your Company's Policy on Directors' appointment and remuneration and other matters
(Remuneration Policy) provided in Section 178(3) of the Act is available on the website of
the Company at
https://zodiacenergv.com/images/pdf/Criteria-of-making-payments-to-Non-Executive-Directors.pdf
.
The Remuneration Policy for selection of Directors and determining Directors'
independence sets out the guiding principles for the Nomination and Remuneration Committee
for identifying the persons who are qualified to become the Directors. Your Company's
Remuneration Policy is directed towards rewarding performance based on review of
achievements. The Remuneration Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Remuneration Policy.
Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
based on the information and explanations received from the Company, confirm that:
a) in the preparation of the annual financial statements, the applicable accounting
standards have been followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year 2023-24 and of the
profit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual financial statements on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and
such internal financial control are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy:
The details in respect of internal financial control and their adequacy are included in
Management Discussion and Analysis Report, which forms part of this Integrated Annual
Report.
Risk Management:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
Board policies:
The details of various policies approved and adopted by the Board as required under the
Act and SEBI Listing Regulations are provided in Annexure A to this report.
Corporate Social Responsibility (CSR):
In accordance with the provisions of section 135 of the Companies Act, 2013, the
Company is not required to do CSR Expenditure for the financial year 2023-24 as the
company has not crossed threshold limit as specified in section 135(1) of the Companies
Act, 2013 as on 31st March, 2024.
Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, your Company has maintained a
functional website namely "https: / /zodiacenergy.com/" containing the
information about the Company. The website of the Company is also containing information
like Policies, Shareholding Pattern, Financial Results and information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of the Company, etc.
Corporate Governance Report:
Your Company is committed to maintain highest standards of corporate governance
practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations,
forms part of this Annual Report along with the required certificate from a Practicing
Company Secretary, regarding compliance of the conditions of corporate governance, as
stipulated.
In compliance with corporate governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of your Company ("Code of Conduct'), who have
affirmed the compliance thereto. The Code of Conduct is available on the website of
your Company at
https://zodiacenergy.com/images/pdf/Code%20oj%20Conduct%20for%20Board%20Members%20and%20Senior%20Management%20Personnel.pdf.
Annual Return:
Pursuant to Section 134(3) (a) of the Act, the draft annual return as on March 31, 2024
prepared in accordance with Section 92(3) of the Act is made available on the website of
your Company and can be assessed using the https://www.zodiacenergy.com/investors.php.
Transactions with Related Parties:
All transactions with related parties are placed before the Audit Committee for its
prior approval. Further, only those members of the Committee, who are Independent
Directors, approve the related party transactions.
An omnibus approval from Audit Committee is obtained for the related party transactions
which are repetitive in nature. All transactions with related parties entered into during
the year under review were at arm's length basis and in the ordinary course of business
and in accordance with the provisions of the Act and the rules made thereunder, the SEBI
Listing Regulations and your Company's Policy on Related Party Transactions.
The members of the Audit Committee abstained from discussing and voting in the
transaction(s) in which they were interested. During FY 2023-24, your Company has not
entered into any transactions with related parties which could be considered material in
terms of Section 188 of the Act.
Accordingly, the disclosure of related party transactions as required under Section
134(3)(h) of the Act, in Form AOC 2, is not applicable.
Your Company did not enter into any related party transactions during the year under
review, which could be prejudicial to the interest of minority shareholders.
The Policy on Related Party Transactions is available on your Company's website and can
be accessed using the
link:https://zodiacenergv.com/images/pdf/Related-Party-Transaction.pdf.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your
Company has filed half yearly reports to the stock exchanges, for the related party
transactions.
Insurance:
Your Company has taken appropriate insurance for all assets against foreseeable perils.
Statutory Auditors & Auditors' Report:
Pursuant to the provisions of Section 139 of the Act read with rules made thereunder,
as amended from time to time, M/s. D J N V & Co, Chartered Accountants (Firm
Registration No. 115145W), was appointed as Statutory Auditors of the Company for a period
of five years from the conclusion of 30th Annual General Meeting till the
conclusion of 35 th Annual General Meeting of the Company to be held in the
year 2027. In accordance with the provisions of the Act, the appointment of Statutory
Auditors is not required to be ratified at every AGM. In accordance with the provisions of
the Act, the appointment of Statutory Auditors is not required to be ratified at every
AGM.
The Statutory Auditors have however confirmed that they are not disqualified to
continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of
your Company.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. There are no qualifications or reservations, or adverse remarks or
disclaimers given by Statutory Auditors of the Company and therefore do not call for any
comments under Section 134 of the Act. The Auditors' Report is enclosed with the financial
statements in this Annual Report.
Secretarial Audit Report:
Pursuant to the provisions of Section 204 of the Act, read with the rules made
thereunder, the Board has reappointed M/s SCS & Co LLP, Practicing Company
Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for the year under review is provided as Annexure-B of this report.
The Secretarial Auditors have provided for following observation in their report:
Sr No Observation of Secretarial Auditor |
Company Reply |
1 The announcement has been submitted to the stock exchange with a physical signature
certification rather than with digital signature certification (DSC) for the purpose of
authentication and certification of filings or submissions made to the respective Stock
Exchanges |
The company will comply with regulations more quickly, stay informed about all
circulars issued by the stock exchanges, and meet all necessary compliance standards. |
2. Disclosure of material events / information by listed entities under Regulations 30
and 30A of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. |
The company will comply with regulations more quickly, stay informed about all
circulars issued by the stock exchanges, and meet all necessary compliance standards. |
3. Delay in reporting of information of Designated Persons under System Driven
Disclosures (SDD) for Insider Trading (as per SEBI circular dated September 09, 2020). |
The Management will now ensure timely updation of details of Directors &
Designated persons in SDD details with designated Depository. |
4. Delay by Company in entering some of UPSI Sharing Entries in software (Structured
Digital Database) |
Management of Company will be more alert in making entries of UPSI Sharing into
software the same day on which UPSI is shared to any Designated Persons for any specific
compliance Purpose. |
|
Delay was unintentional, to make all compliance within due date, UPSI sharing entries
into software got delayed. |
Cost Auditors:
Cost Audit is not applicable to our Company. Hence, there is no need to appoint a Cost
Auditor.
Secretarial Standards:
During the year under review, the Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Reporting of frauds by Auditors:
During the year under review, the Statutory Auditors and Secretarial Auditor have not
reported any instances of fraud committed against the Company by its officers or employees
to the Audit Committee or the Board under section 143(12) of the Act.
Particulars of Employees:
The Company had 111 employees as on March 31, 2024.
The information required under Section 197 of the Act, read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to
percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure-C
of this report.
The statement containing particulars of employees as required under Section 197 of the
Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Act,
the Annual Report is being sent to the shareholders and others entitled thereto, excluding
the information on employees' particulars which is available for inspection by the
shareholders at the Registered Office of the Company during business hours on working days
of the Company. If any shareholder is interested in obtaining a copy thereof, such
shareholder may write to the Company Secretary in this regard.
Prevention of Sexual Harassment at Workplace:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we
address complaints of sexual harassment at the all workplaces of the Company. Your company
follows a gender- neutral approach in handling complaints of sexual harassment and we are
compliant with the law of the land where we operate.
Further, the company has complied with provisions relating to the constitution of
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there were no incidences of sexual harassment reported.
Vigil Mechanism:
Your Company has adopted a Whistle Blower Policy and has established the necessary
vigil mechanism for Directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against
victimization of Directors and employees who avail of the mechanism and also provides for
direct access to the Chairman of the Audit Committee in exceptional cases.
No person has been denied access to the Chairman of the Audit Committee. The said
Policy is uploaded on the website of the Company at
https: / /zodiacenergy.com/images/pdf/Whistle%20Blower%20Policv.pdf
During the year under review, your Company had not received any complaint under the
whistle blower policy.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of the
Companies (Accounts) Rules, 2014, as amended is provided as Annexure-D of this
report.
Cyber Security:
In view of increased cyberattack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment is enabled with real time security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.
General Disclosure:
Your Directors state that there were no disclosure or reporting is required in respect
of the following items as there were no transactions/events of these nature during the
year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under
any scheme.
3. Significant or material orders passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company's operation in future.
4. Voting rights which are not directly exercised by the employees in respect of shares
for the subscription/ purchase of which loan was given by the Company (as there is no
scheme pursuant to which such persons can beneficially hold shares as envisaged under
section 67(3)(c) of the Companies Act, 2013).
5. Change in the nature of business of your Company.
6. Application made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016.
7. One time settlement of loan obtained from the Banks or Financial Institutions.
8. Revision of financial statements and Directors' Report of your Company.
Acknowledgement:
Your Directors are highly grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, concerned
Government departments, Financial Institutions and Banks. Your Directors thank all the
esteemed shareholders, customers, suppliers and business associates for their faith, trust
and confidence reposed in the Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
the Company continues to grow and excel.
Registered office:
U.G.F 4-5-6, Milestone Building, Nr. Khodiyar Restaurant, Nr. Drive-In Cinema, Thaltej,
Ahmedabad - 380 054, Gujarat
By order of the Board of Directors For, ZODIAC ENERGY LIMITED CIN: L51909GJ1992PLC017694
Place: Ahmedabad |
|
|
Date: August 14, 2024 |
Kunjbihari Shah |
Parul Shah |
|
Managing Director |
Whole Time Director |
|
DIN 00622460 |
DIN 00378095 |