To The Members of Zeal Global corp
Dear Members,
Your Directors have pleasure in presenting their 11th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 4.
1. Financial summary or highlights/Performance of the company (Standalone)
(Rs. In Lacs)
2. Brief description of the company's working during the year/State of company's affair
During the financial year 3- 4, in view to expand its operations in passenger segment, Company has commenced its flight operations i.e. Mumbai-Baku-Mumbai with effect from 9th October, 3 which contributes to grow the business revenue along with normal business growth of the Company as more than 5 passengers travelled from both locations i.e. Delhi-Baku and Mumbai-Baku. Company has earned INR 193 8.76 Lacs in comparison to 11 .73 Lacs of the previous year which is witnessing a growth of approx. 73.38% on Y-o-Y basis. In FY 4 EBIDTA stand at INR
76.5 Lacs in comparison to INR 1536.45 Lacs of the previous year which is up by 35.15% on Y-o-Y basis whereas PBT witnesses growth of 19.17% on Y-o-Y basis as its Stand at INR 1576.7 Lacs in comparison to INR 13 3. Lacs. After making a provision of taxes including deferred tax and tax adjustment of earlier years profit after tax stand at INR 1 .13 Lacs against INR 985.19 Lacs in previous year which is up by . %. Company has also significantly reduced its debt from INR 1733.88 Lacs to INR 981.66 Lacs in FY 4 in order to reduce its interest cost in the upcoming future operations and also witnessed a significant growth of 5 .9 % in its Cargo business in terms of volume as its handled 3714 Tons of Cargo Shipment in Comparison of 4 9 Tons in previous year. In the recent times Company has expanded its network by way of providing services to travel beyond Baku to major destinations in Europe such as London, Barcelona, Milan, Prague, Vienna, Berlin and Istanbul also in coming future with the Azerbaijan Airlines.
During the FY 3- 4 Company has launched Initial Public Offer (IPO) at National Stock Exchange (NSE) emerge platform at a price of INR 1 3 per share including premium of INR 93 per share, subsequently such IPO was got listed on 9th August, 3. Considering the current market scenario including the expansion the business plans of the Company and industry outlook management of the Company confident to grow the affairs of the Company and committed to delivering top-notch diversified services to our clients.
3. change in the Nature of Business, if any
During the year under review, there were no major changes in the business.
4. Dividend
During the FY 3- 4 your board of directors has declared interim dividend of INR 1/- per share in its Board Meeting held on 4th December, 3.
5. General Reserves
During the financial year, there was no amount proposed to be transferred to the General Reserves.
6. Share capital
During the financial year 3- 4, the Company has increased its authorized share capital from INR , , , /- (Rupees Twenty Crores) to INR 3 , , , /- (Rupees Thirty Crores) by addition of 1, , , (One Crore Only) Equity Shares of Rs. 1 /- (Rupee Ten Only) each aggregating to Rs. 1 , , , /- (Ten Crore Only) in the Annual General Meeting held on 9th September, 3. The Company has also allotted 354 equity shares of INR 1 /- each at a premium of INR 93/- per share pursuant to Initial Public Offer. The Company has not issued any equity shares with differential voting rights or any sweat equity shares.
7. Details of Directors and Key Managerial Personnel Appointed and Resigned during the year
During the financial year 3- 4 no Directors and Key Managerial Personnel has been appointed or resigned except the following:-
8. Board committees
In terms of compliance of various applicable provisions of Companies Act, 13 the Company has constituted Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee.
Audit committee:
In terms of Section 177 of the Companies Act, 13 the Board of Directors of the Company has constituted its Audit Committee with the following members of the Board: -
The members of Audit Committee are having financial knowledge, experience, expertise and exposure as all the independent Directors are qualified professionals. The Committee overseas the work carried out by the management on the financial reporting process and safeguards employed by them.
Powers of Audit committee:
a. To investigate any activity with its terms of reference. b. To seek information from any employee. c. To obtain outside legal or other professional advice. d. To secure attendance of outsiders with relevant expertise, if it considers necessary.
Role of Audit committee:
1. Oversight of Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; . Recommending for appointment, remuneration and terms of appointment of Auditors of the Company;
3. Approval of Payment to Statutory Auditors of the Company for any services rendered by the Statutory Auditors;
4. Reviewing with the management, the quarterly /half yearly/yearly financial statements before submission to the Board for approval;
5. Reviewing with the management, the annual financial statements and Auditors Report thereon before submission to the Board for approval, with particular reference to: a. Matter required including in the Directors Responsibility Statement to be included in the Board's Report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 13; b. Changes, if any, in accounting policies and practices and reasons for the same; c. Major adjustments made in financial statements arising out of audit findings; d. Compliances with legal requirements relating to financial statements; e. Disclosure of any related party transactions; and f. Qualifications in the draft Audit Report;
Further other terms of reference as mentioned in Section 177 (4) of the Companies Act, 13. The Audit Committee invites executives who are considered important for the functioning of the Committee including functional heads (particularly the head of finance), representatives of the Statutory Auditors and the Internal Auditors, to be present at the meeting. The Company Secretary also acts as the Secretary of the Audit Committee.
During the FY 3- 4 Audit Committee has met three times on 9. 5. 3, 9. 8. 3 and 8.11. 3 respectively.
Stakeholder Relationship committee
In terms of Section 178 of the Companies Act, 13 the Board of Directors of the Company has constituted its Stakeholder Relationship Committee with the following members of the Board: -
The Stakeholders Relationship Committee given the roles and powers as mentioned in Section 178 of the Companies Act, 13 which are as follows: -
1. Considering and resolving the grievance of security holders of the Company including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends; . Monitoring transfers, transmissions, dematerialization, remateralization, splitting and consolidation of Equity Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission of shares and debentures;
3. Reference to statutory and regulatory authorities regarding investor grievances;
4. To otherwise ensure proper and timely attendance and redressal of investor queries and grievances;
5. Such other functions / activities as may be assigned / delegated from time to time by the Board of Directors of the Company and/or pursuant to the provisions of the Act read with SEBI (LODR) Regulations, 15.
During the FY 3- 4 Stakeholder Relationship Committee has met two times on 8th November, 3 and 1 th February, 4 respectively.
9. Particulars of Employees
None of the employees of the Company are in receipt of remuneration exceeding the limits prescribed in (Appointment and Remuneration of Managerial Personnel) Rules, 14. Further in Compliance of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 14, the details are as follows: -
10. Board Meetings
In the Compliance of Provisions of clause (b) of sub-section (3) of Section 134 of Companies Act, 13, 13 Board Meetings were held during the financial year. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 13. During the financial year 3- 4 board of directors met on 1 / 4/ 3, 5/ 4/ 3, 18/ 5/ 3, 9/ 5/ 3, 8/ 6/ 3, 4/ 7/ 3, 5/ 7/ 3, 4/ 8/ 3, 9/ 8/ 3, 6/1 / 3, 8/11/ 3, 4/1 / 3 and 1 / / 4.
11. Board Evaluation
Pursuant to the Provisions of Section 178 of the Companies Act, 13 and applicable SEBI (LODR) Regulations, 15, Nomination and Remuneration Committee has framed the evaluation process and the performance evaluation of independent directors, executive directors and board whole as well as working of its Audit, Nomination and Remuneration committee has been carried out during the financial year 3- 4.
12. Statement on Declaration by an Independent Director(s)
All the Independent directors of the company have given their independency declaration pursuant to sub-Section (7) of Section 149 of the Companies Act, 13. In the opinion of the board independent directors appointed during the year have integrity, expertise and experience (including proficiency).
13. Nomination and Remuneration committee and Remuneration Policy
In terms of Compliance of Section 178 of the Companies Act, 13 the Company has constituted Nomination and Remuneration Committee with the following members of the Board: -
Director Remuneration Policy
The policy aims to:
Independent Directors: The Non-Executive Directors are given sitting fees only, as recommended by Nomination & Remuneration Committee and approved by the Board.
Executive Directors: The Executive Directors are remunerated on the recommendation of the Nomination & Remuneration Committee and the approval of Board of Directors and the Shareholders of the Company.
Roles and Power of Nomination and Remuneration committee
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; . Formulation of criteria for evaluation of Independent Directors and the Board;
3. Devising a policy on Board diversity;
4. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every director's performance;
5. Determining, reviewing and recommending to the Board, the remuneration of the Company's Managing/ Joint Managing/ Deputy Managing/ Whole time/ Executive Director(s), including all elements of remuneration package;
6. To ensure that the relationship of remuneration to perform is clear and meets appropriate performance benchmarks;
7. Formulating, implementing, supervising and administering the terms and conditions of the Employee Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to the applicable statutory/ regulatory guidelines;
8. Carrying out any other functions as authorized by the Board from time to time or as enforced by statutory/ regulatory authorities;
During the FY 3- 4 Nomination and Remuneration Committee has met on 9th August, 3.
14. Details of Subsidiary/Joint Ventures/Associate companies
The Company has one associate Company namely Teleport Commerce IN Private Limited (CIN: U6 1 DL 19PTC345 9 ) and a wholly owned subsidiary namely ANSP Global Services Private Limited (CIN: U343 DL PTC396 73) incorporated on 7/ 4/ . Pursuant to sub-section (3) of Section 1 9 of the Act, the statement containing the salient feature of the financial statement of a Company's subsidiary or subsidiaries, associate Company or companies and joint venture or ventures is given in form AOC-1 and attached as Annexure-I.
Name of the companies, which become or ceased as Subsidiaries/Joint Ventures/Associates companies during the year
Nil
15. Auditors
Pursuant to the provisions of Sections 139 of the Companies Act, 13 and other applicable provisions, if any, terms of M/s Bhagi Bhardwaj Gaur & Co., Chartered Accountants, (Firm Registration No. 7895N), Delhi, will be expired in the ensuing Annual General Meeting of the Company.
Therefore board has proposed to appoint M/s Goel Gaurav and Co. Chartered Accountants, Ghaziabad, UP (PR No. 14 9/FRN 467C) as Statutory Auditors of the Company to hold office from ensuing Annual General Meeting of the Company till the conclusion of AGM to be held in the year 9 as per provisions of 139 of the Companies Act, 13.
Further, the proposed Statutory Auditors have confirmed that they are not disqualified under any provisions of Section 141(3) of the Companies Act, 13 and also their engagement with the Company is within the prescribed limits u/s 141(3) (g) of the Companies Act, 13.
16. Auditors Report
The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
17. Risk management policy
Risk Management is an integral and important aspect for the Company the Board of the Company has duly constituted Risk Management policy which will assist the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company. Although the Company has defined business objectives based on strategy for each of business, its ability to achieve the expected results may get limited owing to some internal and external risks. Major risks identified by the business and functions are systematically addressed through mitigation actions on a continuing basis.
The Company is dependent on few numbers of customers and airlines. Loss of any of these customers and airlines will significantly affect our revenues and profitability.
Our business is primarily dependent upon a continuing relationship with IATA Agents for sales of our services. Any reduction or interruption in the business of these IATA Agents, or a substantial decrease in orders placed by these IATA
Agents may have an adverse impact on the revenues and operations of our Company. Further, we do not have any long-term or exclusive arrangements with dealers or distributors for selling our services.
The fall in cargo volumes and the increase in transport capacity caused freight rates to drop, which may adversely affect our business operation and financial condition.
We face competition in our business from organized and unorganized players, which may adversely affect our business operation and financial condition.
18. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.
There have been no material changes in the business, which may affect financial position of the Company.
19. 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
The Company has not received any significant and material order by any regulators, Tribunal or Courts which shall impact the going concerns status & Company's operations in future.
20.Deposits
The Company has neither accepted nor renew any deposits falling under Chapter V of Companies Act, 13.
21. Secretarial Audit Report
In Compliance of Section 4 of the Companies Act, 13, Company has appointed M/s Dharmveer Dabodia and Associates, Company Secretaries as Secretarial Auditors of the Company. The report of Secretarial Auditor has issued report in form MR-3 for FY 3- 4 and same is enclosed as Annexure-II to this report.
22.Particulars of loans, guarantees or investments under section 186
The Company has not made any investment during the financial year 3- 4, however provide guarantee or security to HDFC Bank for the credit facilities availed by Ziv Hotels Private Limited in accordance to Section 185 of the Companies Act, 13.
23.Particulars of contracts or arrangements with related parties:
The particulars of every contract or arrangements entered by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 13 are disclosed in Form No. AOC- and marked as Annexure III.
With reference to Section 134(3)(h) of Companies Act, 13 all contracts and arrangement with related parties under sec 188(1) entered by the Company during the financial year were in ordinary course of business at arm length basis.
24. Obligation of company under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to prevent sexual harassment of women at work place, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 13 has been notified on 9th December 13. Under the said Act, every Company is required to set up an Internal Complaints Committee to look into the complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy for prevention of sexual harassment of Women at workplace and has set up Committee for implementation of said policy. During the year, the Company has not received any complaint on sexual harassment.
25.Internal Audit & control
The Company appointed M/s AEPN and Associates, Chartered Accountants, new Delhi as formal internal auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.
26. conservation of energy, technology absorption and foreign exchange earnings and outgo
As the Company is engaged in Service Industry therefore details of conservation of energy and technology absorption are not required in compliance of rule 8 of the Companies (Accounts) Rules 14, however the details of foreign exchange earnings and outgo are as follows: -
During the year, the total foreign exchange used was INR 1 ,993.64 Lacs and total foreign exchange earning was INR 4,45 . 7 Lacs.
27. corporate Social Responsibility (cSR)
The Provisions of Section 135 of the Companies Act, 13 was applicable during the financial year 3- 4 as the Company has crossed the threshold limit of INR 5 Crore for FY 3. The Company has framed its CSR Policy in accordance to the provisions of the Section 135 of the Companies Act, 13.
Brief Outline of cSR Policy are as follows:-
Our CSR Policy is drafted in accordance with the Section 135, Companies (CSR Policy) Rules, 14 and Schedule VII of Companies Act, 13. Our policy focus on the following CSR activities.
Eradicating hunger, poverty and malnutrition
Promoting Health care including Preventive Health care Ensuring environmental sustainability
Employment and livelihood enhancing vocational skills and projects
Promotion of education & Road Safety Training and other activities as prescribed.
composition of cSR committee:-
As the required expenditure was below than INR 5 Lacs therefore Company was not required to constitute its CSR
Committee during the FY 3- 4.
Details of Average Profit and CSR Expenditure:- Average Net profit of last three years: INR 75 .89 Lacs Prescribed CSR Expenditure:- INR 15. Lacs Details of CSR Spent during the Financial Year: INR 15. Lacs a. Total amount to be spent for the financial year:- Nil b. Amount unspent if any:- Nil c. Manner in which the amount spent during the financial year:-
The Company has spent its CSR expenditure in compliance of section 135 of the Companies Act, 13. The Details CSR
Report is annexed with this report as Annexure-IV
28.Human Resources
The Company treats its "human resources" as one of its most important assets. The Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. The Company's thrust is on the promotion of talent internally through job rotation and job enlargement. The Company maintains healthy, cordial and harmonious industrial relation at all level. The enthusiasm of employee has enabled the Company to maintain its leader position in the industry
29.Vigil Mechanism
In Pursuant to the provision of Section 177(9) & (1 ) of the Companies Act 13, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established.
30. Management Discussion and Analysis Report
In Compliance of Regulation 34 ( ) (e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 15, the Management Discussion and Analysis Report forms part of this Annual Report for the year ended 31st March 4.
31. compliance with Secretarial Standards
The Company has duly followed the applicable Secretarial standards, SS-1 & SS- relating to Meeting of the Board of Directors and General Meeting respectively.
32.Extract of Annual Return:
As required pursuant to section 9 (3) of the Companies Act, 13 and rule 1 (1) of the Companies (Management and Administration) Rules, 14, The copy of MGT-7 will be available at the website of the Company i.e. www.zeal-global.com. And the Company will file MGT-7 in due course of time with ROC.
33.Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause I of sub-section (3) of Section 134 of the Companies Act, 13, shall state that: -
a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
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 and 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis; and
e. The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34.cost Records
The Central Government has not specified maintenance of cost record under section 148(1) of the Company Act, 13 in respect of our Company's product.
35.Risk Management
The company has comprehensive risk assessment, which is reviewed by the top management. Risk management is very important part of the Company's business. The Company has in place an integrated risk management system. It proactively identifies monitor and take precautionary and mitigation measures in respect of various risks that threaten its operations and resources.
36. Details in Respect of Adequacy of Internal Financial controls with Reference to the Financial Statements
The Company has a well-placed internal financial control system which ensures that all assets are safe guarded and protected and that the transactions are authorized, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures (SOPs).
37. Listing with Stock Exchange
The Company has launched its Initial Public Offer at the Platform of NSE Emerge and get listed on 9th August, 3 and shares of the company are traded at NSE Emerge Platform. The Company has paid Listing fees to National Stock Exchange of India Limited.
38. Transfer of Amounts to Investor Education and Protection Fund
The applicable provisions of the Section 1 4 of the Companies Act, 13 are not applicable on the Company as Company does not have unpaid dividend with them.
39. The details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year along with their status as at the end of the financial year
There is no application or proceeding pending under the Insolvency and Bankruptcy Code, 16
40. The details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof
There is no information available in this respect.
41. Disclosures with respect to Demat Suspense Account/Unclaimed Suspense Account
The Provisions of Clause F of Schedule V of Regulation 34 of Details of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 15 are not applicable to the Company as Company does not have any Demat Suspense Account/Unclaimed Suspense A ccount as on 31st March 4.
42.Acknowledgements
The Director places on record their gratitude to all stakeholders for their assistance, cooperation and encouragement. The Directors also wishes to place on record their sincere thanks to all investors, vendors, and employees for their outstanding performance