Board of Directors. Mr. Ramesh V Shah Whole Time Director. Statutory Auditors

Transcription

1 (Formerly known as Money Masters Investment Limited) 31 st Annual Report Board of Directors Mr. Jimit R Shah Managing Director Mr. Ramesh V Shah Whole Time Director Mrs. Sunita J Shah Director Mr. Aakash Parikh Director Dr. Anil Ghagare Director Mr. Litesh Gada Director Bankers The Cosmos Co op Bank Ltd Statutory Auditors A R Sodha & Company, Chartered Accountants, Mumbai Registered Office 404, Dev Plaza, 68, S V Road, Andheri (West), Mumbai Tel: / E mail : info@zodiacventures.in Registrar & Share Transfer Agents Sharex Dynamic (India) Pvt Ltd. 17/B, Dena Bank Bldg, IInd Floor, Horniman Circle, Fort, Mumbai Tel: /

2 (Formerly known as Money Masters Investment Limited) 31 st Annual Report NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 31 st Annual General Meeting of the members of ZODIAC VENTURES LIMITED will be held on Friday, September 28, 2012 at a.m at the Registered Office of the Company situated at 404, Dev Plaza, 68, S V Road, Andheri (West), Mumbai to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the audited Balance sheet as at March 31, 2012; Profit & Loss Account for the year ended as on that date and the Report of the Directors and Auditors thereon. 2. To appoint a director in place of Mr. Akash Parikh, who retires by rotation and being eligible, offers himself for re appointment. 3. To appoint Auditors to hold office from the conclusion of this meeting, until the conclusion of the next Annual general Meeting of the Company and to fix their remuneration. 4. To declare final dividend on the Equity shares of the Company. NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing proxy should, however, be deposited at the Registered Office of the Company not less than forty eight hours before commencement of the Meeting. 2. The Register of Members and Share Transfer Books of the Company will remain closed from September 26, 2012 to September 28, 2012, both days inclusive, for the purpose of Annual General meeting & payment of final dividend. 3. The Members are requested to intimate to Share Transfer Agent of the Company, changes, if any, in their Registered Address at an early date. 4. The Members are requested to forward their queries on the proposed resolutions and accounts for the financial year ended March 31, 2012 to the Company at least 10 days in advance, to enable the management to keep the required information available at the Annual General Meeting. 5. Memorandum and Articles of Association is open for inspection at the Registered Office of the Company on all working days between a.m. to 2.00 p.m. By Order of the Board of Directors Place: Mumbai Date: August 30, 2012 Sd/ Jimit Shah Managing Director 2

3 (Formerly known as Money Masters Investment Limited) 31 st Annual Report To, The Members, Zodiac Ventures Limited. DIRECTOR S REPORT Your directors take pleasure in presenting the 31 st Annual Report, together with the Audited Accounts of your Company for the year ended March 31, FINANCIAL RESULTS OF YOUR COMPANY (Amount in Rs.) Financial year ended on 31 st March 2012 (Consolidated) Financial year ended on 31 st March 2012 (Standalone) Financial year ended on 31 st March 2011 (Consolidated) Financial year ended on 31 st March 2011 (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 DIVIDEND 25,20,236 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 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 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 13% i.e Re per Equity shares of Rs. 10/ each for the financial year ended March 31,

4 (Formerly known as Money Masters Investment Limited) 31 st Annual Report SUBSIDIARIES OF THE COMPANY During the last year, Your Company has invested in 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, 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 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 ( 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 31,2012, 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 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. 4

5 (Formerly known as Money Masters Investment Limited) 31 st Annual 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 reappointment. 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, COMPLIANCE CERTIFICATE As required under the provisions of Section 383A of the Companies Act 1956, a secretarial Compliance certificate from Mr. Kaushal Dalal, 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 217(1)(e) of the Companies Act 1956 read with the Companies ( Disclosure of 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,

6 (Formerly known as Money Masters Investment Limited) 31 st Annual Report ANNEXURE I I. CONSERVATION OF ENERGY: The Company is presently not carrying the manufacturing operations therefore; there is no material information to be given under Conservation of Energy and Technology Absorption. (a) Energy conservation measures taken NIL (b) Additional investments and proposals if any, being implemented for reduction of consumption of energy NIL (c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods NIL (d) energy consumption and energy consumption per unit of production NIL FORM A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY (a) Power and fuel consumption NIL (b) Consumption per unit of production NIL II. TECHNOLOGY ABSORPTION Research & Development: Company has not incurred any expenditure on this account during the year under review. FORM B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC., (a) Research and Development NIL (b) Technology Absorption, Adaptation and Innovation NIL II. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange Earnings and outgo: Since the Company had ceased its operations; there is no Foreign Exchange Earning and Outgo during the year under review. (a) Earnings in Foreign Exchange during the year NIL (b) Foreign Exchange outgo during the year NIL For and on behalf of the Board Sd/ Jimit Shah Managing Director Place: Mumbai Date: August 30,

7 (Formerly known as Money Masters Investment Limited) 31 st Annual Report To The Members ZODIAC VENTURES LIMITED Mumbai COMPLIANCE CERTIFICATE I have examined the registers, records, books and papers of ZODIAC VENTURES LIMITED as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31 st March, In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions and the rules made there under. 2. The Company has duly filed the forms and returns as stated in Annexure B' to this certificate, with the Registrar of Companies, Regional Director and Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under; 3. The Company being Public limited company has the paid up capital of Rs. 77,50,000/ (Rupees Seventy Seven Lacs Fifty Thousand Only) divided into 7,75,000 Equity Shares of Rs. 10/ each and its maximum number of members during the said financial year was 238 excluding its present and past employees and the Company during the year under scrutiny: i. Has not invited public to subscribe for its shares or debentures except a draft letter of offer has been file with the Securities & Exchange Board of India for the proposed Right issue to the existing shareholders of the Company; and ii. Has not invited or accepted any deposits from persons other than its members, directors or their relatives. 4. The Board of Directors duly met 13 (Thirteen) times on , , , , , , , , , , , & in respect of which meetings proper notices were given, proceedings of the same were properly recorded and signed including circular resolution passed during the year under review in the minutes book for the purpose. 5. The Company closed its Register of Members from 23 th September 2011 to 27 th September 2011 (both days inclusive) and the Company has duly complied with the provisions of Section 154 of the Act. 6. The Annual General Meeting of the Company for the financial year ended on 31 st March 2011 was held on 27 th September 2011 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. As informed by the management of the Company no Extra Ordinary General Meeting was held for the year ended 31 st March, During the year under review, the Company has not advanced any loan to its Directors and/ or persons or firms or companies referred in Section 295 of the Act. 9. During the year under review, the Company has not entered into any contract in respect of section 297 of the Act. 10. The Company has made necessary entries in the register maintained under Section 301 of the Act during the year under review. 11. As informed by the Management, the Company was not required to obtain any approvals from the Board of Directors, members and previous approval of Central Government pursuant to section 314 of the Act during the year under scrutiny. 12. The Company has not issued any duplicate share certificate during the year under review. 7

8 (Formerly known as Money Masters Investment Limited) 31 st Annual Report The Company: i. Has delivered all the certificates on allotment of securities and on lodgment thereof for transfer/transmission or any other purpose in accordance with the provisions of the Act. ii. Has declared 12 % i.e Re per Equity share during the year under review & deposited the amount of dividend declared in a separate bank account maintained with Cosmos Co Operative Bank Limited on which is within five days from the date of declaration of dividend. iii. Paid / posted Bank cheque for dividend to all the members within a period of 30 (thirty) days from the date of declaration and that all unclaimed/ unpaid dividend has been transferred to Unpaid Dividend account of the Company with Cosmos Co operative Bank Limited on iv. Transferred the amount in unpaid dividend account, application money due for refund, matured deposit, matured debentures and the interest accrued thereon have remained unclaimed or unpaid for a period of seven years and required to be transferred to Investor Education and Protection Fund. Not Applicable v. Has duly complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted and the appointment of directors has been duly made. 15. There was no appointment of Managing Director / Whole time director covering provisions of Section 269 of the Act read with Schedule XIII to the Act during the financial year under review. 16. As informed by the Management, there was no appointment of sole selling agents during the year under review. 17. During the year under review, there was no occasion which required the Company to obtain approvals of the Central Government, Company Law Board, Regional Director or such other authorities as prescribed under the various provisions of the Act except approval from SEBI has been sought for the proposed Rights Issue. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to Section 274(1)(g) & Section 299(3) of the Companies Act 1956 and the rules made there under. 19. The Company has not issued any securities during the financial year. 20. The Company has not bought back any shares during the financial year ending 31 st March, The Company does not have preference shares/ debentures. Hence relevant provisions for redemption of preference shares / debentures are not applicable. 22. There was no transaction necessitating the Company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not accepted/ renewed Fixed Deposit within the meaning of section 58A and 58AA of the Act. Hence compliance with the provisions of section 58A and 58AA of the Act read with Companies (Acceptance of Deposits) Rules, 1975/ the applicable directions issued by the Reserve bank of India/ any other authority in respect of deposit accepted are not applicable. 24. The amount borrowed by the Company from directors, public, financial institutions, banks and others during the financial year ending 31st March 2012 is within the borrowing limits of the Company pursuant to the provisions of Section 293(1)(d) of the Act. 25. The Company has made loans and investments, and provided securities to other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the Register kept for the purpose. 26. The Company has not altered the provisions of the memorandum with respect to situation of the company's registered office from one state to another during the year under scrutiny and complied with the provisions of the Act. 27. The Company has not altered provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny and complied with the provisions of the Act. 28. The Company has not altered the provisions of the Memorandum with respect to name of the company during the year under scrutiny and complied with the provisions of the Act. 8

9 (Formerly known as Money Masters Investment Limited) 31 st Annual Report The Company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny and complied with the provisions of the Act. 30. The Company has not altered its Articles of Association during the financial year under scrutiny. 31. As informed by the management of the Company no prosecution has been initiated against the company. The Company has not received any show cause notice which subsequently resulted in prosecution and punishment. 32. Since the company has not received any amount as security from its employees during the year under certification there is no requirement to deposit any amounts as per the provisions of section 417(1) of the Act. 33. The Company has not constituted Provident Fund under Section 418 of the Companies Act, 1956 and therefore the said provisions are not applicable. Sd/ KAUSHAL DALAL Place: Mumbai COMPANY SECRETARY Date: 30 th May 2012 C.P. NO Annexure A (Refer Para 1 of report) Registers as maintained by the Company Register of Members under Section 150 Register of Contracts under Section 301 Register of Directors, Managing Director under Section 303 Register of Directors Shareholdings under Section 307 Register of Share Transfer under Section 108 Register of Charges under Section 143 Annexure B (Refer Para 2 of report) Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31 st March Sr. No. Form No. Description SRN No. Filed on 1. Form No. 23AC Filing of Balance Sheet as at 31 st March 2011 P Form No. 23ACA Filing of Profit & Loss account as at 31 st March 2011 P Form No. 20B Filing of Annual Return for the financial year ended 31 st P March Form No. 66 Compliance Certificate for the financial year ended 31 st March 2011 P Sd/ KAUSHAL DALAL Place: Mumbai COMPANY SECRETARY Date: 30 th May 2012 C.P. NO

10 (Formerly known as Money Masters Investment Limited) 31 st Annual Report The Members, Zodiac Ventures Ltd Mumbai AUDITOR S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS We have audited the attached Consolidated Balance Sheet of Zodiac Ventures Ltd. and its subsidiaries (referred to as Group ) as at March 31, 2012 and the Consolidated Profit and Loss Account and the consolidated Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company s Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion The financial statements of subsidiaries with total assets of Rs. 4,578 Lacs as at 31st March, 2012 and total revenues of Rs Lacs for the year ended on that date have not been audited by us. These financial statements have been audited by other auditors whose report has been furnished to us and our opinion, in so far it relates to the amounts included in respect of subsidiary, is based solely on the report of the other auditor. We report that the consolidated financial statements have been prepared by the Company s management in accordance with the requirements of the Accounting Standard (AS) 21, Consolidated Financial Statements and Consolidated Financial Statements and Accounting Standard (AS) 27, Financial reporting of Interest in Joint Venture issued by the Institute of Chartered Accountants of India. We report that in our opinion and to the best of our information and according to the explanations given to us, the attached consolidated financial statements gives a true and fair view in conformity with the accounting principles generally accepted in India: i) In the case of Consolidated Balance Sheet, of the state of affairs of the Group as at 31st March, 2012 and ii) iii) In the case of Consolidated Profit & Loss Account of the results for the year ended on that date. In the case of Consolidated Cash Flow Statement, of the Cash flows for the year ended on that date. M/S. A. R. SODHA & CO. Chartered Accountants (FRN W) Sd/ (Dipesh R Sangoi) Partner M. No Place: Mumbai. Date : 30 th May,

11 CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2012 Note As at No. 31/03/2012 As at 31/03/2011 I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital ,50,000 77,50,000 (b) Reserves and Surplus ,37,45,147 1,12,24,912 (2) Minority Interest 1,59,78,909 1,51,79,477 (3) Non-Current Liabilities (a) Long-Term Borrowings ,28,911 1,82,267 (b) Deferred Tax Liabilities (Net) ,58,853 9,03,685 (c) Other Long Term Liabilities ,03,62,024 30,11,48,710 (4) Current Liabilities (a) Short-Term Borrowings ,23,61,540 7,21,77,048 (b) Trade Payables 7,55,516 8,65,767 (c) Other Current Liabilities ,07,474 21,19,410 (d) Short-Term Provisions ,12,755 25,80,018 46,41,61,130 41,41,31,294 II.ASSETS (1) Non-Current Assets (a) Fixed Assets Tangible Assets ,58,33,047 1,90,48,350 (b) Goodwill on Consolidation 43,58,410 54,48,013 (c) Non-Current Investments ,00,000 1,00,000 (d) Long term Loans and Advances ,55,145 55,17,795 (e) Other Non-Current Assets ,68,523 10,08,523 (2) Current Assets (a) Inventories ,29,52,923 36,52,82,931 (b) Cash and Bank Balances ,13,84,460 1,21,48,107 (c) Short-Term Loans and Advances ,53,210 38,61,158 (d) Other Current Assets ,55,412 17,16,416 46,41,61,130 41,41,31,294 Significant Accounting Policies And Notes On Accounts 1&2 - - As per our report attached For A. R. Sodha & CO. Chartered Accountants For Zodiac Ventures Limited Sd/- Sd/- Sd/- CA. Dipesh R. Sangoi Jimit R. Shah Sunita J. Shah Partner (Managing Director) (Director) Membership No. : Firm Reg. No.: W Place:- Mumbai Date:

12 CONSOLIDATED PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2012 For The year For The year Note ended ended No. 31/03/ /03/2011 Revenue from Operations ,10,79,271 - Other Income ,39,040 82,63,915 Revenue 1,35,18,311 82,63,915 Expenses: Purchases of Plot - 60,00,000 Changes in Inventories of Work-In-Progress 2.19 (4,76,69,992) (6,22,09,700) Employee Benefit Expense ,08,007 1,22,51,044 Finance Costs ,70,37,881 53,39,269 Depreciation and Amortization Expense ,70,873 30,37,707 Other Expenses ,33,58,135 3,89,49,469 Expenses 54,04,904 33,67,788 PROFIT BEFORE TAX 81,13,407 48,96,127 Tax expense: Current tax (24,98,104) (13,02,000) Mat Credit Entitlement - 4,14,738 Deferred tax 44,832 (46,447) Earlier Year Tax Adjustment (79,924) (1,18,271) PROFIT AFTER TAX 55,80,212 38,44,147 Less : Godwill on Consolidation Written Off 10,89,603 - Less : Share of Profit of Minority Interest 7,99,432 8,06,089 Less : Pre- Acqusition Profit Trf to Cost of Capital - 4,03,664 Net Profit after Minority Interest 36,91,177 26,34,395 EARNINGS PER EQUITY SHARE Equity shares of par value Rs. 10/- each (1) Basic (2) Diluted Significant Accounting Policies And Notes On Accounts 1&2 As per our report attached For A. R. Sodha & CO. Chartered Accountants For Zodiac Ventures Limited Sd/- Sd/- Sd/- CA. Dipesh R. Sangoi Jimit R. Shah Sunita J. Shah Partner (Managing Director) (Director) Membership No. : Firm Reg. No.: W Place:- Mumbai Date:

13 SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS NOTE 1:- SIGNIFICANT ACCOUNTING POLICIES 1.1 Basis of Accounting The consolidated Financial Statements of Zodiac Ventures Limited ( the Company ) and its domestic subsidiaries Zodiac Developers Pvt Ltd is prepared under the historical cost convention in accordance with the generally accepted accounting principles in India & the Accounting Standands 21 on Consolidation of Financial Statement, issued by the Institute of Chartered Accountants of India to the extent possible in the same formats that adopted by the Company for its separate financial statement s. 1.2 Principles of Consolidation The financial statements of the subsidiary company used in the consolidation are drawn up to the same reporting dates as of the Company The consolidated financial statements have been prepared on the following basis:- (a) (b) (c) (d) (e) (f) The financial statements of the company and its subsidiary company have been combined on a line by line basis by adding together the book value of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-group transaction in accordance with Accounting Standard (AS) 21- Consolidated Financial Statements. The excess of cost to the company of its investment in subsidiary company over its share of equity of the subsidiary company at the date, on which the investment in the subsidiary company is made, is recognized as Goodwill being an asset in the consolidated financial statements. Minority Interest in the net assets of subsidiary consists of the amount of equity attributable to the minority shareholders at the date on which investment is made by the Company in the subsidiary company and further movements in their share in equity, subsequent to the date of investment. Minority Interest s share of net profit of subsidiary for the year is identified and adjusted against the income of the group in order to arrive at the net income attributable to shareholders of the Company. As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transaction and other events in similar circumstances and are presented in the same manner as the Company s separate financial statements. Investments other than in subsidiary have been accounted as per Accounting Standard (AS) 13 Accounting for Investment. 1.3 The subsidiary considered in the consolidated financial statements is: Name of the subsidiary Company Zodiac Developers Private Limited Extent of Holding Company s Interest Country of Incorporation 50.98% India 1.4 Use of Estimate The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised in the periods in which the results are known / materialise. 1.5 Revenue Recognition Revenue is recognized to the extent that it is probable that economic benefits will flow to the Company and the revenue can be reliably measured. The Following specific recognition criteria must also be met before revenue is recognized:- 13

14 Fixed Assets Fixed Assets are stated at cost of acquisiton as reduced by accumulated depreciation and impairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing the asset to its working condition for its intended use Professional Fees for rendering architecture service is recognized on completion of Service and as per the terms of the Arrangement. Brokerage Income is recognized on completion of service. The Company collects service tax on behalf of the Government and, therefore, it is not an economic benefit flowing to the Company. Hence, it is excluded from revenue. Profit on Sale of Investments is recognized on execution of transfer deed. Rent and Interest Income is recognised on a time proportion basis. Dividend income is recognized when the Company's right to receive dividend is established. The Company has followed the Completed Contract Method for recognition of Income & Expenses. The Income from Sale of Flats/ Property, etc. is accounted when the Sale Deed is executed. Any amount received against Sale of Flats or Property which is under construction/ Development, the same are treated as an Advance and shown as Other Long-Term Liabilities. All the expenses of the Company which are directly related to the particular project are directly debited to that particular project as Work in process and the General expenses which are not pertaining to any particular Project are allocated to the running projects on the basis of the total expenses incurred on that project during the year. Provisions and Contingencies A provision is recognised when the Company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes. Depreciation Depreciation has been provided on Straight Line Method (SLM) at the rates and in the manner prescri - bed in Schedule XIV of the Companies Act, 1956 on pro-rata basis from the date assets have been put to use. Depreciation on Furniture in Leasehold premises is provided over the period of the lease. Goodwill arising on consolidation is amortised over a period of Five Years commencing from the next financial year in which goodwill has been arise. Inventory Inventories have been valued at cost or net realisable value which ever is lower. Investments Long-term investments are carried individually at cost less provision for diminution, other than temporary, in the value of such investments Employee Benefits The Statutory enactments relating to payment of Provident Fund, ESIC and Gratuity to employees are not applicable to the company. The company does not have any scheme for retirement benefits for its employee and as such no provision towards retirement benefits to employees is considered necessary. Short term employee benefits in the form of leave encashment and Bonus is provided on accrual basis Borrowing Cost Borrowing costs directly attributable to development of qualifying asset are capitalized till the date qualifying asset is ready for put to use for its intended purpose as part of cost of that asset. For other Borrowing costs refer note Cash and cash equivalents (for purposes of Cash Flow Statement) Cash and cash equivalents comprise cash and cash on deposit with banks and corporations. 14

15 1.14 Cash Flow Statements Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information Earning Per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period Taxes on Income Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax Act, Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company. Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income available to realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent that reasonable certainty exists that sufficient future taxable income will be available against which these can be realised. Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax laws and the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheet date for their realisability. NOTE 2:- NOTES ON ACCOUNTS 2.01 Share Capital Authorized 2,00,00,000 (2,00,00,000) Equity Shares of Rs. 10/- each. Issued, Subscribed and Paid-Up 7,75,000 ( 7,75,000) Equity Shares of Rs. 10/- each, Fully Paid up 20,00,00,000 20,00,00,000 20,00,00,000 20,00,00,000 77,50,000 77,50,000 77,50,000 77,50,000 The Company has only one class of shares referred to as equity shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the year ended 31 March 2012, the amount of per share dividend recognised as distributions to equity shareholders was Rs (31 March 2011 Rs. 1.20) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after dtribution of all preferential amounts. However, no such preferential amounts exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders. 15

16 Reconciliation of shares outstanding at the beginning and at the end of the reporting period:- At the beginning of the Period Add:- Issued During the Period Outstanding at the end of the period Details of shareholder holding more than 5% shares in the Company:- Name of the shareholder Ramesh V. Shah Numbers Rs. Numbers Rs. 7,75,000 77,50,000 7,75,000 77,50, ,75,000 77,50,000 7,75,000 77,50, Numbers % Numbers % 46, % 46, % 2.02 Reserves And Surplus Securities Premium Balance as per last financial statements 45,85,730 58,45,730 Less : Share Issue expenses w/off - (12,60,000) Closing Balance 45,85,730 45,85,730 General Reserve Balance as per last financial statements 54,993 - Add : Transfer from Profit and Loss Statement 1,97,469 54,993 Closing Balance 2,52,462 54,993 Surplus (Deficit) in the statement of Profit & Loss A/c Balance as per last financial statements 65,84,189 50,90,960 Add : Profit for the year 36,91,177 26,34,395 Less : Transfer to General Reserve (1,97,469) (54,993) Less : Proposed Dividend (10,07,500) (9,30,000) Less : Dividend Distribution tax (1,63,441) (1,56,173) Closing Balance 89,06,955 65,84,189 1,37,45,147 1,12,24, Long-Term Borrowings Non-Current Portion Current Maturities Secured Term Loans From Bank 9,90,423 1,82,267 5,97,968 2,53,372 From Other Parties 40,38,488-18,80,820 10,18,177 50,28,911 1,82,267 24,78,788 12,71,549 Less:- Amount Disclosed under the - - (24,78,788) (12,71,549) head " Other Current Liabilities" (Note- 2.07) 50,28,911 1,82, Term loan from Bank amounting to Rs. 3,70,626/- ( Rs. Nil) is secured by mortgage/charge on the Polo Car of the Company. Repayable in 60 equal monthly installments commencing from July, Last installment due in June, Rate of interest 12% p.a. as at year end. (P. Y. Nil) Term loan from Bank amounting to Rs. 1,82,267/- ( Rs. 4,35,639/-) is secured by mortgage/charge on the Honda City Car of the Company. Repayable in 36 equal monthly installments commencing from December, Last installment due in November, Rate of interest 10.25% p.a. as at year end. (P. Y % p.a.) Term loan from Bank amounting to Rs. 10,35,499/- ( Rs. Nil) is secured by mortgage/charge on the Mahindra XYLO Car of the Company. Repayable in 36 equal monthly installments commencing from Janurary, Last installment due in December, Rate of interest 10.49% p.a. as at year end. (P. Y. Nil) 16

17 Term loan from Other Parties amounting to Rs. 59,19,308/- ( Rs. Nil) is secured by mortgage/charge on the Jaguar Car of the Company. Repayable in 36 equal monthly installments commencing from Februry, Last installment due in Janurary, Rate of interest 11.35% p.a. as at year end. (P. Y. Nil) Term loan from Other Parties amounting to Rs. Nil ( Rs. 10,18,177/-) is secured by mortgage/charge on the Mercedes Car of the Company. Repayable in 36 equal monthly installments commencing from September, Last installment due in August, Rate of interest 12% p.a. as at year end. (P. Y. 12% p.a.) 2.04 Deferred Taxes Deferred Tax Liabilities Depreciation 8,58,853 9,03,685 8,58,853 9,03, Other Long-Term Liabilities Trade Payables Others Advances Received from Clients Security Deposit Received 2.06 Short Term Borrowings Secured Cash Credit Facility from Banks The Cosmos Co. Op. Bank Limited Unsecured Loans Repayable on Demand From Related Parties From Other Parties 5,32,000 5,32,000 5,78,09,024 13,10,95,710 17,20,21,000 16,95,21,000 23,03,62,024 30,11,48,710 1,11,80,812 98,25,133 11,86,90,611 6,09,95,125 5,24,90,117 13,56,791 18,23,61,540 7,21,77,048 Cash Credit from Bank is secured against margin money deposit. The Cash Credit is repayable on demand and carries 2.07 Other Current Liabilities Current Maturities of Long-Term Borrowings (Note-2.03) Unpaid dividend Director Sitting Fees Payable Withholding and Other Taxes Payable Other Payables 2.08 Short-Term Provisions Provision for Employee Benefits Bonus Payable Leave Salary Payable Others Provision for Income Taxes Provision for Proposed Dividend Provision for Dividend Distribution Tax 17 24,78,788 12,71,549 89,034-80,000 8,000 23,59,652 6,12,697-2,27,164 50,07,474 21,19,410 1,02,804 1,18,623 79,800 98,089 9,59,210 12,78,844 10,07,500 9,30,000 1,63,441 1,54,462 23,12,755 25,80,018

18 2.09 FIXED ASSETS As At April 1, 2011 Original Cost Depreciation Net Book Value Additions Deductions/ Adjustment As At March 31, 2012 As At April 1, 2011 For the Period Deductions/ Adjustment As At March 31, 2012 As At March 31, 2012 As At March 31, 2011 Tangible Assets Building 7,25, ,25, ,25,000 7,25,000 Plant and Equipment 2,05, ,05,189 48,160 9,773-57,933 1,47,256 1,57,029 Office Equipment 14,31,093 2,16,000-16,47,093 3,40,988 73,789-4,14,777 12,32,316 10,90,105 Telephone Equipment 6,10,392 48,900-6,59,292 1,99,400 29,716 2,29,116 4,30,176 4,10,992 Computer Equipment 25,46,775 1,27,000-26,73,775 19,79,649 4,20,506-24,00,155 2,73,620 5,67,126 Furniture and Fixtures 53,83, ,83,244 17,09,414 9,97,549-27,06,963 26,76,281 36,73,830 Vehicles 1,74,85,262 99,63,670-2,74,48,932 50,60,994 20,39,540 71,00,534 2,03,48,399 1,24,24,269 2,83,86,955 1,03,55,570-3,87,42,525 93,38,605 35,70,873-1,29,09,478 2,58,33,047 1,90,48,350 Previous year 2,36,87,894 46,99,061-2,83,86,955 63,00,898 30,37,707-93,38,605 1,90,48,350 1,73,86,996 18

19 2.10 Non Current Investments Other investments (Unquoted):- 1,000 (1,000) Equity Shares of Rs. 100/- each fully paid-up in "The Cosmos Co-Operative Bank Limited") Long-Term Loans And Advances Unsecured, Considered Good :- (a) Security Deposit:- SRA and Other Deposits Rental Deposits (b) Other Loans and Advances:- Advance Against Purchase of Plot 2.12 Other Non-Current Assets Unsecured, Considered Good & Others:- Other:- Receivables From Venus Flat Owners Samir Bhojwani Income Tax Penalty A.Y (Pending Appeal) Miscellaneous Expenditure 1,00,000 1,00,000 1,00,000 1,00,000 6,45,145 9,07,795 25,10,000 25,10,000 21,00,000 21,00,000 52,55,145 55,17,795 1,56,954 1,56,954 4,51,524 4,51,524 2,80,045 2,80,045 80,000 1,20,000 9,68,523 10,08, Work-in-Progress:- Plot No.348:- Plot At Gandhi Nagar- Bandra Plot At Indira Nagar Hanuman Nagar Project Babugenu Nagar Project Pauvna Site Chakala Site Inventories 56,84,022 54,30,566 1,61,22,006 1,43,93,919 6,22,920 5,97,261 38,85,94,414 34,36,47,389 9,65,543 9,25,771 9,03,738 2,80,024 60,281 8,001 41,29,52,923 36,52,82, Cash And Bank Balances (i) Cash and Cash Equivalents Balances with Banks Cash-on-Hand (ii) Other Bank Balances Unclaimed Dividend Account Balances with Banks to the extent held as Margin Money Margin Money Deposit with a carrying amount of Rs. 1,00,00,000/- ( charge to secure the Company's Cash Credit Loans. 19 4,00,863 6,15,632 8,94,563 15,32,475 12,95,426 21,48,107 89,034-1,00,00,000 1,00,00,000 1,00,89,034 1,00,00,000 1,13,84,460 1,21,48,107 1,00,00,000/-) are subject to first

20 2.15 Short-Term Loans And Advances Unsecured, Considered Good :- Others:- Advance to Sundry Creditors for Expenses Advance to Staff MAT Credit Receivable Service Tax Credit Receivable Krishna Land Developers Pvt Ltd Other Current Assets Receivables From Jupiter Flat Owners Samir Bhojwani (Security Expenses Receivable) Rent Receivable (Including Service Tax) Miscellaneous Expenditure 2.17 RevenueFromOperations Sale of Services Architect Fees Commission Income Civil Work Charges Received 2.18 Other Income Profit on Sale of Investment Interest Received Rent Received Dividend Received on Investment in Shares Other Receipts 2.19 Changes In Inventories Of Work-In-Progress Work In Progress at Commencement Plot No.348:- Plot At Gandhi Nagar- Bandra Plot At Indira Nagar Hanuman Nagar Project Babugenu Nagar Project Pauvna Site Chakala Site (A) Work In Progress at Close Plot No.348:- Plot At Gandhi Nagar- Bandra Plot At Indira Nagar Hanuman Nagar Project Babugenu Nagar Project Pauvna Site Chakala Site (B) (A-B) 20 6,69,161 6,37,420 3,74,161 3,09,000-4,14,738 9, ,00,000 10,53,210 38,61,158 13,36,473 13,13,111 3,15,711 2,73,305 5,63,228 90,000 40,000 40,000 22,55,412 17,16,416 57,00,000-53,22,607-56,664-1,10,79, ,22,119 8,54,693 7,93,619 12,52,347 18,90,847 20,000 15,000 3,12,000 42,330 24,39,040 82,63,915 54,30,566 53,51,342 1,43,93,919 41,69,422 5,97,261 5,88,548 34,36,47,389 29,21,76,770 9,25,771 5,03,327 2,80,024 2,75,939 8,001 7,884 36,52,82,931 30,30,73,231 56,84,022 54,30,566 1,61,22,006 1,43,93,919 6,22,920 5,97,261 38,85,94,414 34,36,47,389 9,65,543 9,25,771 9,03,738 2,80,024 60,281 8,001 41,29,52,923 36,52,82,931 (4,76,69,992) (6,22,09,700)

21 2.20 Employee Benefit Expense Wages, Salaries and Bonus Leave Salary Staff Welfare 85,58,532 1,17,91,061 1,60,386 98,089 3,89,089 3,61,894 91,08,007 1,22,51, Finance Costs Interest Expense Loan Processing Charges Bank Charges 1,70,10,039 53,28,967 17,000-10,842 10,302 1,70,37,881 53,39, Other Expenses Purchases of Material Labour Charges Rent Rates and Taxes, excluding Taxes on Income Legal & Professional Fees Honorarium Expenses Transit Accomodation Charges Security Expenses Site Expenses Motor Car Expenses Traveling and Conveyance Telephone Charges Office Maintenance Power and Fuel Repair & Maintanance Computer Maintenance Insurance Charges Business Promotion Expenses Commission Charges Printing and Stationery Postage and Courier Advertisements Loading/unloading Charges Transport Expenses Donations Compansation Paid Deferred Revenue Exp Written Off Festival Expenses Auditor's Remuneration:- As Auditors For Other Services Listing, Depository & Other Related Charges Director Sitting Fees Water Charges ROC Expenses Miscellaneous Expenses 30,36,574 69,91,642 22,19,758 67,98,067 49,19,856 54,19,165 3,78,302 50,10,057 14,57,606 16,09,588 90,000 1,17,550-7,70,000 15,25,404 11,47,997 8,61,525 18,24,735 16,45,324 11,11,259 4,55,369 5,00,679 6,95,422 7,98,498 1,80,097 3,50,103 7,26,597 6,67,520 3,37,474 1,92,094 1,03,019 1,00,121 13,67,865 1,33,024 2,25,000 13,01,018 55,000-1,98,603 3,25,943 27,380 41,989 9,20,516 12,29,945 50, ,30,806 1,70,000 1,16,375 9,56,507 50,000 40,000 40,000 1,61,816 1,43,470 1,08,090 1,15,815 57,060 88,791 83,952 1,81,082 72,000 8,000 55,777 97,400 15,000 40,350 1,60,620 96,386 2,33,58,135 3,89,49, Segment Reporting The company operates in a single line of business i. e. Real Estate and Real Estate Development and also in a single geographic environment within India, Hence there is no reportable segment information with respect to provision of Accounting Standard 17 Segment Reporting. 21

22 2.24 Related Party Disclosures a) List of Related Parties & Relationship:- i. Associate/Enterprises where control/significant influence exists :- Money Master Leasing & Finance Private Limited Zodiac Homemakers Private Limited Zodiac Capital Private Limited Zodiac Developers India Private Limited Zodiac Realties Private Limited Priya Infra Project Private Limited Priya Slum Projects Private Limited Ranajay Developers Private Limited Jimit Associates Zodiac Book Mfg Co ii. Key Management Personnel (KMP) :- Ramesh V Shah Jimit Ramesh Shah Hozef Darukhanwala iii. Relatives of KMP :- Puspa R Shah Yesha R Shah Bhanumati V Shah Ramesh V Shah HUF Ashwin V Shah b) Transaction with Related Parties:- Nature of Transaction Associate/ Enterprises KMP Relatives of KMP Short Term Loan Taken Repayment of Short Term Loan Taken Balance O/s. of Short Term Loan Refund of Share Application Money Short Term Loan Given Repayment of Short Term Loan Given Labour Charges Paid Interest Paid Purchase of Property Right Preferential Allotment of Shares Director Remuneration 2,95,40,078 6,22,83,438 6,55,21,760 15,73,45,276 (2,18,11,582) (17,22,57,375) (7,34,00,304) (26,74,69,261) 2,90,25,043 4,35,36,067 2,70,19,292 9,95,80,402 (1,50,47,480) (18,41,02,916) (4,22,81,486) (24,14,31,882) 72,79,137 3,84,17,582 7,29,93,892 11,86,90,611 (67,64,102) (1,96,70,211) (3,45,60,812) (6,09,95,125) (28,00,000) - - (28,00,000) (1,52,62,814) - - (1,52,62,814) (1,52,62,814) - (1,00,370) (1,53,63,184) (40,85,000) - - (40,85,000) 20,94,531 22,85,473 59,58,435 1,03,38,439 (43,447) (25,98,260) (14,55,676) (40,97,383) (20,00,000) (20,00,000) (40,00,000) (1,20,000) (2,01,200) (3,21,200) - 7,50,000-7,50,000 - (49,50,000) - (49,50,000) Note: Figures in bracket relates to the previous year 22