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Director's Report
Home >> Markets >> Corporate Information >> Director's Report
Zota Health Care LtdIndustry : Pharmaceuticals - Indian - Bulk Drugs & Formln
BSE Code:538426
ISIN Demat:INE358U01012
Book Value(Rs):27.58
NSE Symbol:ZOTA
Div & Yield %:0.71
Market Cap (Rs Cr.):347.41
P/E(TTM):108.81
EPS(TTM):1.3
Face Value(Rs):10
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Your directors are please to present their Annual Report along with the Audited statement of Accounts for the year ended on 31st March, 2019.

Corporate Information:

The company domiciled in India and was incorporated in the year 2000 under the provisions of the Companies Act, 1956. The company is engaged in the Manufacturing & Trading in Pharmaceutical Products. The company caters to both domestic and international markets.

(Rs in Lakhs)

Particulars

Standalone

Consolidated

For the year Ended 31-03-2019 For the year Ended 31-03-2018 For the year Ended 31-03-2019 For the year Ended 31-03-2018*
Revenue from operations 8562.94 7784.49 8562.94 -
Other Income 154.47 151.86 154.47

-

Profit before tax and Exceptional Items 785.92 1136.22 785.57 -
Exceptional Items - 2.04 - -
Profit before Taxation 785.92 1134.18 785.57 -
Income Tax 234.76 403.75 234.76 -
Deferred Tax (4.03) 3.67 (4.03) -
Profit after Taxation 555.19 726.77 554.84 -

* The Company has incorporate wholly owned subsidiary Company in the Financial Year 2018-19, prior this there were no subsidiary company, so consolidated financial statements for the Financial Year 2017-18 have not been prepared.

Dividend

The Board is pleased to recommend a dividend of 10% i.e. Re.1 per equity share for the financial year 2018-19. The dividend if approved by the members will be paid to the members within time limit defined in the Companies Act, 2013.

Investor Education and Protection Fund:

During the year, there were no amounts which were required to be transferred to the Investor and Education Protection Fund.

Transfer to Reserve:

The company does not propose to transfer any amount to General Reserves. Statement of Company's Affairs

a. Revenues for the Financial Year 2018-19 was higher by 9.84% YoY to Rs 8,717.4 lakhs, backed by strong growth in export business.

b. Profit after tax for Financial Year 2018-19 was lower by 23.61% YoY to Rs 555.2 Lakhs with higher pre-operative expenses towards Davaindia which has impacted the Profit after taxes (PAT). However, the decline in PAT is a mere aberration and with Davaindia initiative picking up it expects stronger sales volume tapering the effect of the expenses.

c. During the year, export revenue of the Company was higher by 51.91% YoY to Rs. 1807.73 Lakhs.

d. Starting with four stores from October, 2017, Davaindia store expansion have doubled at 127 stores as on March 31, 2019 with higher number of stock keeping units per store.

Material Changes

After completion of financial year, the Company has issued Equity Shares amounting Rs. 7,01,69,750 on July 29, 2019 alloted as a Bonus Shares in the ratio of 4:10 [i.e. 4 (Four) fully paid up equity shares for every 10 (Ten) equity shares held.] Apart from this there are no Material change occurred between the end of the financial year of the company to which the financial statements related and the date of the report, which is affecting the financial position of the company.

Statutory Auditors

During the year, M/s D.S.M. & Co., Chartered Accountants having firm registration no. 132003W have resigned from the office of Statutory Auditor on February 25, 2019. Due to resignation of M/s D.S.M. & Co., the office of statutory auditor was vacant and the same has been filed by the Board of Directors of the Company by appointing M/s S. R. Somani & Co., Chartered Accountant, having firm registration no. 110367W on March 23, 2019. Further, the members of the Company have approved the appointment of M/s S. R. Somani & Co., Chartered Accountant, as Statutory Auditor of the Company through Postal Ballot dated June 18, 2019. This auditor shall hold office up till ensuing Annual General Meeting.

Further, the Board of Directors of the Company in its meeting held on August 21, 2019 proposes for appointment of M/s Shivangi Parekh & Co., Chartered Accountant, having firm registration no. 131449W for the period of consecutive five (5) years, that is from the conclusion of 19th Annual General Meeting till the conclusion of 24st Annual General Meeting at such remuneration as may be decided by the Board of Directors from time to time.

The Board has received the letter from the auditor, that their appointment, if made, would be within the prescribed limit under section 139(2) of the Companies Act, 2013 and that they are not disqualified for such appointment under section 141 of the Companies Act, 2013. Your Board proposes for the appointment of M/s Shivangi Parekh & Co.

Extract of Annual Return

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed as (Annexure - 1) which forms an Integral part of this report. This Report is also available on the Company's website viz. www.zotahealthcare.com

Comments on Auditor's Report

The notes referred to in the Auditor Report are self-explanatory and they do not call for any further explanation as required under section 134 of the Companies Act, 2013.

Non-Executive Chairman, one is Executive Managing Director, three are Executive Whole Time Directors and remaining five are Non-Executive Independent Directors. As on date of this report Board of Directors of the company is as follows:

Details of Directors and Key Managerial Personnel

The Board of Directors comprises of ten (10) directors out of which one is

Name of Director Category & Designation
Mr. Ketankumar Chandulal Zota Non-Executive Chairman
Mr. Moxesh ketanbhai Zota Executive Managing Director
Mr. Himanshu Muktilal Zota Executive Whole Time Director
Mr. Manukant Chandulal Zota Executive Whole Time Director
Mr. Kamlesh Rajanikant Zota Executive Whole Time Director
Mr. Shailesh Sevantilal Shah Non-Executive Independent Director
Mrs. Varshabhen Gaurang Mehta Non-Executive Independent Director
Mr. Mahesh Mavjibhai Prajapati Non-Executive Independent Director
Mrs. Bhumi Maulik Doshi* Additional Non-Executive Independent Director
Mr. Vitrag Sureshkumar Modi* Additional Non-Executive Independent Director

*Appointments of Mrs. Bhumi Maulik Doshi and Mr. Vitrag Sureshkumar Modi have been made after the completion of financial year 2018-19; on May 30, 2019.

Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the directors are liable to retire by rotation, and if eligible offer themselves for re-appointment. In this Annual General Meeting Mr. Ketankumar Chandulal Zota, Non-Executive Chairman of the Company is liable to retire by rotation and being eligible to offer himself for re-appointment.

Pursuant to the provisions of Section 149, 150, 152 read with schedule IV and any other applicable provisions of the Companies Act, 2013 read with

Companies (Appointment and Qualification of Directors) Rules, 2014, as amended from time to time (including any statutory modifications or re-enactment thereof for the time being in force), and any other applicable laws, Board be and hereby recommending the Appointments of Mr. Dhiren Prafulbhai Shah and Mrs. Jayshreeben Nileshkumar Mehta as the Non — Executive Independent directors of the Company.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

Name of Director Category & Designation
Mr. Moxesh ketanbhai Zota Executive Managing Director
Mr. Himanshu Muktilal Zota Executive Whole Time Director
Mr. Manukant Chandulal Zota Executive Whole Time Director
Mr. Kamlesh Rajanikant Zota Executive Whole Time Director
Mr. Viral Mandviwala Chief Financial Officer
Mr. Ashvin Variya Company Secretary

Meeting of the Board of Directors:

During the year, there were eight (8) Board meetings held. Details of the same are as follows:

Sr. No Date of Meeting Board Strength No. of Director Present
1 30/05/2018 8 7
2 06/07/2018 8 8
3 30/08/2018 8 8
4 12/10/2018 8 8
5 14/11/2018 8 7
6 16/02/2019 8 8
7 04/03/2019 8 8
8 23/03/2019 8 8

Deposits

During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of the Companies Act, 2013.

Related Party Transaction

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the Company during the financial year, were in ordinary course of business and at arm's length basis. Details of the related party transactions made during the year are attached as Annexure-2 in form AOC-2 for your kind perusal and information.

Loans, Guarantees & Investments

With reference to Section 134(3)(g) of the Companies Act, 2013, loans, guarantees and investments made under section 186 of the Companies Act, 2013 are as under:

Date of Transaction Name of the Company Purpose of Transaction Amount involved in Transaction
1 Earlier year Prime Co-op .Bank Investment in equity shares 100
2 07/06/2018 Zota Health Care Lanka (Pvt) Ltd Acquisition 86680
3 16/02/2019 Zota Healthcare Nig. Ltd. * Acquisition 197300

* Incorporation of Zota Healthcare Nig. Ltd. is under process.

Corporate Social Responsibility

On recommendation of Corporate Social Responsibility Committee Board has formulated Corporate Social Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the link http://www. zotahealthcare.com/images/cms/cmsfile/Corporate_Social_Responsibility_

Policy.pdf. Details of CSR activities carried out by the Company are as per Annexure - 3. Corporate Social Responsibility Committee constituted by the Company has met two (2) times during the last year. A detail of the meeting of CSR committee is as follows:

Sr. No Date of Meeting Strength of Committee No. of Members Present
1 12/06/2018 3 3
2 30/03/2019 3 3

Declaration of Independent Directors

Company has received declaration from all the independent directors duly signed by them stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

Nomination and Remuneration Committee

Company has formulated nomination and remuneration committee comprising three non-executive directors Composition of the Committee is as follows:

Mrs. Varshabahen Gaurang Mehta -Chairman & Member Mr. Mahesh Mavjibhai Prajapati - Member Mr. Shailesh Sevantilal Shah - Member

During the year, two (2) meetings of the nomination and remuneration committee were held. Details of the Meetings are as follows:

Sr. No Date of Meeting Strength of Committee No. of Members Present
1 30/05/2018 3 3
2 06/07/2018 3 3

(i) Term of Reference of the Committee

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Director's performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

• The Nomination and Remuneration Committee shall, while formulating the policy ensure that:

• the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully;

• relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

• remuneration to Directors, Key Managerial Personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

• Regularly review the Human Resource function of the Company.

• Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by the Board from time to time.

• Make reports to the Board as appropriate.

• Review and reassess the adequacy of this charter periodically and recommend any proposed changes to the Board for approval from time to time.

• Any other work and policy, related and incidental to the objectives of the committee as per provisions of the Act and rules made there under.

(ii) Remuneration Policy:

• Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

• Remuneration to Non-Executive Directors:

During the year Company has not paid any remuneration to the nonexecutive and independent directors of the Company. However, from May 30, 2019 the Board of Directors of the Company have decided to pay sitting fees to all the directors of the Company.

The detailed remuneration policy of the Company is available on the below link: http://www.zotahealthcare.com/images/cms/cmsfile/Policy_ on_Appointment_and_Remuneration_for_Directors,_Key_Managerial_ Personnel_and_Senior_Management_Employee.pdf

Audit Committee:

Pursuant to requirement of Section 177(1) of the Companies Act, 2013 Company has formulated Audit Committee. Composition of the Audit Committee as on date is as follows:

Mr. Shailesh Sevantilal Shah- Chairman & Member Mrs. Varshabahen Gaurang Mehta - Member Mr. Himanshu Muktilal Zota - Member Mrs. Bhumi Maulik Doshi - Member

During the year, Audit Committee has met six (6) times details of the same are as follows:

Sr. No Date of Meeting Strength of Committee No. of Members Present
1 30/05/2018 3 2
2 01/09/2018 3 3
3 03/10/2018 3 3
4 14/11/2018 3 2
5 04/03/2019 3 3
6 18/03/2019 3 3

The Whole term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditor's report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

Stakeholders, Shareholders and Investor Grievances Committee

To solve the investors grievances Company has formulated Stakeholders, Shareholders and Investor Grievance Committee. Composition of the Committee is as follows:

Mr. Mahesh Mavjibhai Prajapati - Chairman & Member Mr. Himanshu Muktilal Zota - Member Mr. Manukant Chandulal Zota - Member

During the year, Stakeholders, Shareholders and Investor Grievance Committee has met four (4) times details of the meetings are as follows:

Sr. No Date of Meeting Strength of Committee No. of Members Present
1 16/05/2018 3 3
2 07/08/2018 3 3
3 06/11/2018 3 3
4 18/01/2019 3 3

Vigil Mechanism

The Company has established a Vigil Mechanism to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or policy. The detailed Whistle Blower Policy & Vigil Mechanism available on below link:

http://www.zotahealthcare.com/images/cms/cmsfile/Vigil_Mechanism.pdf

Risk Management

Risks are events, situations or circumstances which may lead to negative consequences on the Company's business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process over the period of time will become embedded into the Company's business system and processes, such that our responses to risk remain current and dynamic.

Directors Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:

A. That in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departments;

B. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs if the Company at the end of the financial year and of the profit and loss of the Company for that period;

C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregulations;

D. That the directors had prepared the annual accounts on a going concern basis;

E. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Board Evaluation

The performance evaluation of the board as well as the Committee was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as participation in strategy formulation and decision making; participation in Board and Committee meetings; Directions, views and recommendations given to the Company etc.

The board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of nonindependent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Internal Financial Control System

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

Reporting of Fraud by Auditor's

During the year under review neither the Statutory Auditor nor the Secretarial Auditor has reported to Audit Committee, under section 143(12) of the Companies Act,2013 , any instances of fraud committed against the Company by the Officers or Employees, the details of which would need to be mentioned in the Director's Report.

Corporate Governance:

Your Company has incorporated the appropriate standards for corporate governance. During the year, the securities of the Company was listed on SME (EMERGE) platform of the NSE and Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, during the year, the company has not filed the Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per Annexure - 4.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning

With reference to Section 134(3) (m) of the Companies Act, 2013, the details of conservation of energy, technology absorption and foreign exchange earnings are as per Annexure - 5.

Management Discussion and Analysis Report

The management discussion and analysis report, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Secretarial Auditor

Your board has appointed PCS Ranjit Kejriwal, as secretarial Auditor of the company for the period of 5 consecutive years starting from financial year 2016-17. The secretarial report for the financial year 2018-19 is attached as Annexure - 6. Report of secretarial auditor is self-explanatory and need not any further clarification.

Cost Auditor

During the year, as per the provisions of section 148(1) of the Companies Act, 2013, the Company has maintained and prepared the cost records. However, as the manufacturing unit of the Company is situated in Special Economic Zone, so requirement of appointment of Cost Auditor is not applicable to the Company.

Particulars of Employees and Related Disclosures

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 7.

CEO/CFO Certification

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2018-19. The certificate received from CFO is attached herewith as per Annexure — 8.

Code of Conduct

Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and adopted Code of Conduct for Board of Directors and Senior Management Personnel from May 30, 2018. During the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per Annexure — 9.

Code of Conduct form Board of Directors and Senior Management Personnel effective from May 30, 2018 is available on below link:

http://www.zotahealthcare.com/images/cms/cmsfile/Code_of_Conduct_for_

Board_Members_and_Senior_Management_Personnel.pdf

Certification of Corporate Governance

Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a best interest of stakeholders. The key fundamental principles of corporate governance are transparency and accountability. At Zota, Company's core business objective is to achieve growth with transparency, accountability and with independency. Company has adopted various corporate governance standard and doing business in ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares valuation, market capitalization, etc.

A certificate received from M/s S. R. Somani & Co., Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as per Annexure — 10.

Share Capital

During the year, the paid up Equity Share Capital stood at 17.54 crore. Apart from this Company has not issued any shares with different rights, sweat equity shares or employee stock options. However, post completion of financial year, the Company has issued Equity Shares amounting Rs. 7,01,69,750 on July 29, 2019 alloted as a Bonus Shares in the ratio of 4:10 [i.e. 4 (Four) fully paid up equity shares for every 10 (Ten) equity shares held.]

Subsidiaries, Joint Venture and Associate Companies

The Company has one Wholly Owned Subsidiary Company with the name and style of M/s Zota Healthcare Lanka (Pvt) Ltd incorporated in Sri Lanka.

Performance of Subsidary Company Zota Healthcare Lanka (Pvt) Ltd

During the year, the Company has incorporated Zota Healthcare Lanka (Pvt) Ltd as a wholly owned subsidiary company. During the year under review Zota Healthcare Lanka (Pvt) Ltd has not commenced any operations in Sri Lanka and the financial performance of the same are as below:

Particulars Amount in Rs
Total assets 78,980
Total revenues NIL
Total net loss 35,049

Consolidated Financial Statement

The Statutory Auditor of the Company have provided the Consolidated Financial Statements of the company and the same is forming a part of this Report. Consolidated Financial Statements includes financial statements of following company:

M/s Zota Health Care Limited — Parent Company

M/s Zota Healthcare Lanka (Pvt) Ltd — Wholly Owned Subsidiary Company

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries is given in Form AOC-1 which forms an integral part of this Report and is attached herewith as per Annexure — 11.

Material Subsidary

The Company has formed the Policy on Material Subsidiary with indicating threshold limit of Material Subsidiary as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, the Company does not have any Material Subsidiary. The Policy on Material Subsidiary is available on the Company's website and can be accessed from following link:

http://www.zotahealthcare.com/images/cms/cmsfile/Policy_for_Determining_Material_Subsidiary.pdf

Sexual Harassment of Women

Company has constituted the Internal Complaints Committee in compliance with the provisions relating to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.

Acknowledgment:

We would like to thank our Bankers, Auditors, RTA and members for extending their full Co-operation during the year.

Place : Surat For the board of Director
Date : 21.08.2019 Zota Healthcare Limited
Sd/- Sd/-
Moxesh Ketanbhai Zota Himanshu Muktilal. Zota
Managing Director Whole Time Director
Din : 07625219 Din :01097722

   

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