To,
The Members of Zeal Aqua Limited
Your Directors are having immense pleasure in presenting the 16th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Board's Report for the Financial Year ended 31st March, 2024 and the report of the Auditors thereon.
1. FINANCIAL HIGHLIGHTS/STATE OF AFFAIRS
The Company's financial performance for the year ended on 31st March, 2024 is summarized below:
(Rs. In Lakhs)
The Company discloses financial results on quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the Company's website www.zealaqua.com.
2. FINANCIAL PERFORMANCE
During the year, your Company recorded Total Revenue of 39,780.419 Lacs in financial year 202324 as compared to Total Revenue of 37,106.590 Lacs in financial year 2022-23 and Profit before Tax stood at 1025.414 Lacs for the year 2023-24 as compared to Profit before tax of 817.922 Lacs in financial year 2022-23. Profit after Tax stood at 827.192 Lacs for the financial year 2023-24 as compared to Profit after Tax of 705.355 Lacs in financial year 2022-23.
A detailed analysis on the Company's performance is included in the "Management's Discussion and Analysis" Report, which forms part of this Report.
3. ROAD AHEAD
The Company is continuously working on all fronts focusing on well-defined targets and goals to sustain and strengthen its leadership in the Aqua Market. Earlier, the company had only Vannamei but now they have added SPF Tiger -P Monodone. The company has added Fish Fillets to the list.
The Company is certified by ASC, The BRC Food, H.A.C.C.P. Food Safety, FSSAI, FDA. The
Company is moving forward towards vertical integration with EU Markets. The company has strengthened ties with LENK Frozen Foods. The Board is very well structured and oriented towards investing new capabilities ensuring the growth of the company and forwarding such to the stakeholders in the form of increased percentage of profit.
The Company, This year has installed Brine Freezer apart from existing technologies like IQF, 4 Plate Freezer and 2 Blast Freezers. The capacity of which is 2 tons/Hour which is much more advanced than the previous technologies. This will enable the Company to penetrate and meet the demands of Chinese Market.
The company has also enhanced its Overall Production capacity from 55 Tons to 75 Tons. The Existing Ponds for aquaculture activity was nearly 300. This Year the Company has successfully acquired 180 ponds totaling to 480-500 Ponds under Zeal Aqua Ltd.
4. DIVIDEND
Keeping in mind the overall performance and outlook for your Company, your Board of Directors are not declaring dividends as the company require funds for its ongoing project. Your Directors do not recommend any dividend for the year ended 31st March, 2024.
5. UNCLAIMED DIVIDEND
There is no balance lying in unpaid dividend account.
6. TRANSFER TO RESERVES
Company has not transferred any amount from profit to general reserve.
7. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 the Annual Return as on March 31,2024 is available on the Company's website and accessible through web link at https://www.zealaqua.com/annual-report.php.
8. CORPORATE GOVERNANCE
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing 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 - 1. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.
9. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Dhavalkumar Shantilal Patel (DIN: 02961674), Whole-time Director, retire by rotation and is being eligible has offered himself for re-appointment at the ensuing Annual General Meeting. Company's policy on directors' appointment and remuneration is available on the website of the company at http://www.zealaqua.com/policy.php
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under Section 164 of the Companies Act, 2013.
The following are the List of Directors and KMP of the Company during the year:
** Manvi Meet Shah resigned from the post of Company Secretary and Compliance Officer w.e.f. 22.05.2024 and Nishtha Harivanshi Pamnani has been appointed as an Company Secretary & Compliance Officer w.e.f. 22.07.2024
The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.
10. NUMBER OF MEETING HELD DURING THE YEAR
The Details of all meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Annexure 1 in the Corporate Governance Report.
11. COMPOSITION OF BOARD AND ITS COMMITTEE
The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 1 in the Corporate Governance Report. The composition of the Board and its committee is also available on the website of the company at www.zealaqua.com.
12. ANNUAL EVALUATION BY THE BOARD
During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee 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.
The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors, performance of Board as a whole including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 15th February, 2024.
Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
13. DECLARATION BY 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.
There has been no Change in the circumstances affecting their status as Independent Directors of the Company so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant regulations. All the independent directors have cleared Online Self-Assessment Test with the Indian Institute of Corporate Affairs at Manesar.
14. SEPARATE MEETING OF INDEPENDENT DIRECTORS
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 15th February, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.
15. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has Installed Solar Power Mega Plant which enables us to save 10lakhs-12lakhs of expenditure on electricity by generating 1 MW Power Generation for Captive Consumption.
The Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure 2.
16. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
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 Disclosures pertaining to remuneration as required under section 197(12) of The Companies Act, 2013 read with rules 5 of the companies (appointment and remuneration of managerial personnel) Rules, 2014 are annexed in Annexure 3 to this report and form part of this Report.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of the business and on an arm's length basis.
The Policy on Related Party Transactions is uploaded on the website of the company. The web link is http://www.zealaqua.com/policy.php. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are attached and forms part of this Directors' Report as Annexure 4.
18. AUDITORS
Statutory Auditors
M/s Patel Kabrawala & Co., Chartered Accountants, (Firm Registration No. 0130952W) Are Statutory Auditors of the Company, who were appointed in 15th Annual General Meeting on 18.09.2023 to hold the office until the conclusion of the 20th Annual General Meeting.
Internal Auditor
M/s. GRR & Co., Chartered Accountants, Surat has been internal Auditor of the Company for the period of five years from Financial Year 2024-25 to 2029-30. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the
Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.
Secretarial Auditor
In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Saurabh Jhaveri, Practicing Company Secretary (Membership No. FCS: 6670; CP No: 3711), to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2023-24 is annexed to this Report as Annexure 5.
19. COMMENTS ON AUDITOR'S REPORT
The report of the Auditors is self-explanatory and does not contain any qualification, reservation or adverse remark and does not call for any comment as per section 134 of the Companies Act, 2013. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.
20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis of the financial condition and results of consolidated operations of the Company under review, is annexed and forms an integral part of the Directors' Report, is given in Annexure 6.
21. CEO& CFO CERTIFICATION
Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Jayan Rajeshkumar Patel, Chief Financial Officer of the Company, for the year ended 31stMarch, 2024 is attached herewith as Annexure 7.
22. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3) (c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement" and confirm that:
a) In preparation of Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) 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 of the Company at the end of the financial year and of the profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the year ended 31st March, 2024 on going concern basis.
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
23. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES
The Company does not have any subsidiary, Joint Venture and Associate Companies.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant material order passed by the regulators or courts or tribunals impacting the going concern status and company's operation in nature.
25. PUBLIC DEPOSIT
The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.
Details of Money received from Directors:
26. LISTING AT STOCK EXCHANGE
The Annual Listing Fee for the current year has been paid to the BSE Limited.
27. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31st March, 2024 in the Board meeting duly held on 30th May, 2024, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
28. DISCLOSURES
Share Capital
The paid up Equity Share Capital of the Company as on March 31, 2024 was Rs. 1260.66 Lacs. Apart from this company has not issued any shares with differential voting rights, sweat equity shares or employee stock options.
Meetings of Board of Directors and Committees
The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in Table 2 of Annexure 1.
Composition of Board and its Committee
The detail of the composition of the Board and its committees thereof and detail of the changes in their composition if any is given in Annexure 1 in the Corporate Governance Report.
29. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which financial statements relates and the date of this report.
30. CHANGE IN NATURE OF COMPANY BUSINESS
The Company is engaged in aquaculture industry, especially prawn farming and trading of Seed, Feed and Medicines required for Shrimp Farming. The company has started Shrimp Processing Unit and commercial production of the Shrimp Processing Unit and started export of processed shrimp. The company has added more items to its product line like Fish Fillets.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company. The Disclosure shall be in Annexure 8.
The Company has a Corporate Social Responsibility Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php
32. VIGIL MECHANISM & WHISTLE BLOWER POLICY
Your Company has established a mechanism called Vigil Mechanism/Whistle Blower Policy for the directors and employees to report to the appropriate authorities off unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The policy permits all the employees to report their concerns directly to the Chairman of the Audit Committee of the Company.
The Vigil Mechanism/Whistle Blower Policy as approved by the Board is uploaded on the Company's website. The web link is http://www.zealaqua.com/policy.php
33. POLICY ON RELATED PARTY TRANSACTIONS
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company.
The Company has a Related Party Transaction Policy and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php
34. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED
The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.
35. 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.
36. RISK MANAGEMENT POLICY AND INTERNAL CONTROL ADEQUACY
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Management's Discussion and Analysis Report, annexed to this report.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.
37. STATEMENT ON RISK MANAGEMENT
During the financial year under review a statement on risk management including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company as per the provisions of Section 134(3) (n) of Companies Act, 2013; has been annexed in Annexure 9.
38. CODE OF CONDUCT
Board of Directors has revised and adopted Code of Conduct for Board of Directors and Senior Management Personnel in the meeting of Board held on 14th February, 2020. 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 10.
The Code of Conduct from Board of Directors and Senior Management Personnel is available on link: http://www.zealaqua.com/policy.php
39. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
The company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
40. COST RECORDS
The company is not required to maintain Cost Records as specified by Central Government under section 148(1) of the Companies Act, 2013, and accordingly such accounts and records are not made and maintained.
41. SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA (ICSI)
The Company complies with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
42. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of trading by Insiders and Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
The Company has a Policy on Prohibition of Insider Trading and the same has been posted on the website of the Company at http://www.zealaqua.com/policy.php
43. INSURANCE
All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured. The company keeps reviewing the insurance amount every year as per requirement.
44. RESEARCH & DEVELOPMENT
Research and Development is important for businesses because it provides powerful knowledge and insights, leads to improvements to existing processes where efficiency can be increased and costs reduced. It also allows businesses to develop new products and services to allow it to survive and thrive in competitive markets. The benefits of Research & Development extend into entire sectors as well as positively impacting the wider economy. A sector that invests heavily in this will develop and achieve more, including providing real-world benefits to people.
The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.
45. FRAUD REPORTING
During the year under review, no fraud has been reported by Auditors under Section 143(12) of the Companies Act, 2013.
46. OPINION OF BOARD
During the year No Independent Director was appointed in the company The Board of directors consists of independent Director having integrity, relevant expertise and experience.
During this ensuing Annual General Meeting, It is Proposed and Recommended by Board of Directors to appoint Mrs. Krutika Thakorbhai Patel (DIN: 09433113) and Mrs. Snehal Bhavik Patel (DIN: ) as Independent Directors of the Company for a term of 5 years from 1st October, 2024 to 30th September, 2029.
47. APPRECIATION
Your directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment and express their sincere thanks and appreciation to all the employees for their continued contribution, support and co-operation to the operations and performance of the company.
48. ACKNOWLEDGEMENTS
Your Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.
Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in successful performance of the Company during the year.
By order of the Board of Directors
For Zeal Aqua Limited