zodAR 2017 2018

ZODIAC
Energy Limited
OF SERVICE EXCELLENCE
Date: October 01 , 2018
To ,
National Stock Exchange of India Limited
Listing Compliance Department
Exchange Plaza,
Bandra Kurla Complex
Bandra East,
Mumbai - 400051
Respected Sir I Ma'am,
Sub: Submission of Annual Report for FY 2017-18
Ref: ZODIAC ENERGY LIMITED (SYMBOL: ZODIAC)
With reference to captioned subject and pursuant to Regulation 34 of SEBI (LODR) Regulation, 2015, we
hereby submit the Stock Exchange 26 th Annual Report of the Company.
For, Zodiac Energy Limited
Niyati Parikh
Company Secretary & Compliance officer
(Membership No. ACS52584)
Encl :-Annual Report
Reg, Office A-I 204, Siddhivinayak towers, Behind Adani CNG Station, Near Kataria
Auto, Makarba, S.G.Highway, Ahmedabad-3800SI.
Phone +91-79-66170307, +91-79-29704116, +919879106443
Works Plot No 67,Road No.06, Kathwada G.I.D.C, Kathwada,Ahmedabad-382430
E-Mail info@zodiacenergy.com.Web:www.zodiacenergy.com
CINNo U51909GJ1992PLC017694
follow us on IJ W 6
FINANCIAL PERFORMANCE
Key Performance Highlights:
Total Revenue Profit before Tax (PBT)

300.00 274.93
4500.00
4000.00 3846.23
250.00
3500.00
200.00
3000.00 Profit before
2500.00 Total Tax (PBT)
150.00
Revenue
2000.00 1674.30
129.90% Power (Profit
100.00
1500.00 before Tax
1000.00 (PBT))
50.00 35.08
500.00
0.00 0.00
2016-17 2017-18 2016-17 2017-18
Profit After Tax Networth

250.00 2000.00
1737.81
1800.00
199.60
200.00 1600.00
Profit 1400.00
After Tax
150.00 1200.00 Networth
1000.00
100.00 Power 800.00 Power
(Profit 600.00 (Networth)
After
50.00 Tax) 400.00
24.53 157.44
200.00
0.00 0.00
2016-17 2017-18 2016-17 2017-18
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MANAGING DIRECTOR’S PERSPECTIVE
It gives me immense pleasure to share with you, the 26th Annual Report of our company. As it is
the first annual report after listing it gives me immense pleasure to share with you that your
Company has made formidable progress over the last fiscal.
We have successfully completed nine months of listing on Emerge Platform of National Stock
Exchange Limited and I am happy to inform you that revenue as well as profitability of your
company has been improved significantly.
This improvement in performance was possible mainly on account of continued support of
shareholder’s and farsighted leadership provided by the Board of Directors. This was
supplemented by support at all the levels of operations by all the employees of your Company.
I would like to thank the entire management team, the work force, the Bankers and the
Business Associates of the company for enabling your Company to grow by leaps. I have also
taken this opportunity to thank my fellow Directors for their immense efforts in formulating
and steering your Company’s strategies and policies.
This year, as the previous one, witnessed high volatility in market conditions. Your Company
could withstand this only on account of efforts at all levels. Your Company is presently
focusing on improving efficiency, scaling up the operations by exploring new markets.
The year under review was very happening in the solar industry in general and rooftop solar in
particular. Many states have successfully implemented the net metering policies and Gujarat
was leader amongst them. The timely implementation of the net meters and excellent support
provided by all DISCOM for net metering, rooftop solar have achieved huge growth in volume of
installations. Your company being one of the leading player witnessed robust growth in its
revenue and profits.
The World is at a threshold level to embrace renewable energy sources as the main source of
energy, and preparing to leave behind the legacy of fossil fuel within the coming decades. Solar
& wind Energy, Energy Storage and Electric Vehicles are going to play significant role in this
transition and your company is also prepared for being the part of this journey towards fossil
fuel free world. I am confident that your Company will achieve greater heights in the times to
come and also will deliver long term value addition to all the stakeholders, namely
shareholders, customers and employees.
With warm Regards,
Kunjbihari Shah
Chairman &Managing Director
DIN 00622460
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Corporate Information
ZODIAC ENERGY LIMITED
CIN: U51909GJ1992PLC017694
Chairman Emeritus
Mr. Pranav Mehta
Board of Directors Registered Office
Mr. Kunjbihari shah A-1204, Siddhi Vinayak Towers, Off S G
Managing Director Highway,Makarba,Vejalpur,Ahmedabad 380051
Mrs. Parul Shah Email-cs@zodiacenergy.com
Whole-Time Director Web: www.zodiacenergy.com
Mr. Kamlesh Mistry Statutory Auditors:
Whole-Time Director M/s. Manubhai & Shah LLP
Chartered Accountants
Mr. Bhargav Mehta G-4 Capstone, Opp. Chirag Motors,
Whole-Time Director Sheth Mangaldas Road, Ellisbridge,
Mr. Jugalkishor Shah Ahmedabad – 380 006
Non- Executive Director(Additional) Contact: +91-79-2647 0000
Mr. Dhaval Shah Email: info@msglobal.co.in
Independent and Non-Executive Bankers:
Director(Additional) AXIS Bank
Mr. Kalpesh Joshi Registrar and Transfer Agent
Independent and Non-Executive Director M/s. Link Intime India Private Limited
(Additional) 5th Floor, Amarnath Business Centre-1,
Key Managerial Personnel (ABC-1), Beside Gala Business Centre, Nr. St.
Ms. Niyati Parikh Xavier’s College Corner, Off C.G Road,
Company Secretary & Compliance Officer Ellisbridge, Ahmedabad- 380 006.
Tel No.: +91 79 -2646 5179
Mrs. Shefali Karar Fax No.:+91 79 2646 5179
Chief Financial Officer Website.: www.linkintime.co.in
Secretarial Auditor
Mr. Anand Lavingia
Practicing Company Secretary
Office No. 415-416, 4th Floor, Pushpam Complex, Opp. Seema Hall, Anand Nagar Road,
Satellite, Ahmedabad – 380 015 Contact- 079-40051702 E-mail :krishivadvisory@gmail.com
Committees of Board of directors
Audit Committee Mr. Dhaval Shah – Chairman
Mr. Kalpesh Joshi – Member
Mr. Kunjbihari Shah – Member
Stakeholders’ Relationship Committee Mr. Kalpesh Joshi – Chairman

Mr. Dhaval Shah – Member
Mr. Kunjbihari Shah – Member
Nomination and Remuneration Committee Mr. Dhaval Shah – Chairman

Mr. Kalpesh Joshi – Member
Mr. Jugalkishor Shah – Member
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Directors’ Report
Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of your
Company (“the Company”), along with the audited financial statements, for the financial year
ended March 31, 2018.
Financial Highlights: (Amount in `)
Particulars F.Y. 2017-18 F.Y. 2016-17
Revenue From Operations 38,38,96,629 16,69,82,792
Other Income 7,26,279 4,46,879
Total Income 38,46,22,908 16,74,29,671
Less: Total Expenses before Depreciation, Finance Cost and 35,31,49,055 15,89,62,702
Tax
Profit before Depreciation, Finance Cost and Tax 3,14,73,853 84,66,969
Less: Depreciation 13,00,702 9,18,852
Less: Finance Cost 26,79,764 40,40,092
Profit Before Tax 2,74,93,387 35,08,025
Less: Current Tax 78,45,000 10,95,921
Less: Deferred tax Liability (Asset) (6,09,817) (40,799)
Less: Pervious year tax adjustment 2,98,686 -
Profit after Tax 1,99,59,518 24,52,903
Performance Highlights:
During the year under review, the revenue from operation of the Company was stood
at `38,38,96,629 as compared to ` 16,69,82,792 which states around 129.90 % robust growth in
the revenue. Further, profit before tax in the financial year 2017-18 stood at ` 2,74,93,387.
Further the Company has earned net profit after tax of ` 1,99,59,518 in the financial year 2017-
18 as compare to profit of ` 24,52,903 for 2016-17 which states 713.71% robust hike the profit
of the Company. Our profit increased majorly due to economies of scale achieved, as our
administrative expenses were not increased in proportion of increase in our revenue and in fact
finance cost have been significantly decreased as a percentage of our revenue compare to last
year. Moreover, due to Increase in net cash flow from the financing activities, we were in
position to negotiate for better rates from our suppliers as a result our profit for the current
financial year has robust growth.
Dividend:
With a view to conserve and save the resources for future prospect of the Company, your
Directors regret to declare dividend for the financial year 2017-18.
Transfer to General Reserve:
Your Directors do not propose transfer of any amount to the General Reserves. Full amount of
net profit are carried to reserve& Surplus account of the Company.
Change in Nature of Business:
During the year, your Company has not changed its business or object and continues to be in the
same line of business as per main object of the Company.
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Share Capital:
During the year under review the following changes have taken place in the authorized and
paid-up share capital of the Company:
Authorized Capital
During the year under review the following changes were made in the share capital of the
Company:
In the previous year the authorised share capital of the Company was ` 1,00,00,000 divided into
10,00,000 Equity Shares of `10 each.
The Authorised share capital of the Company was increased to `6,50,00,000/- divided into
65,00,000 Equity Shares of `10/- each vide Ordinary Resolution passed by the Members in their
Extra-ordinary General Meeting held on August 10, 2017.
The Authorized Capital of the Company was further increased to `7,50,00,000/- divided into
75,00,000 Equity Shares of ` 10/- each vide Ordinary Resolution passed by the Members in their
Extra-ordinary General Meeting held on September 15,2017.
Issued, Subscribed & Paid-up Capital
During the year under review Company has issued 9,00,000 Equity Shares on Private Placement
Basis vide Special Resolution passed by the members in their Extra-ordinary General Meeting
held on August 10,2017 as a result paid up Capital of the Company increases to ` 1,78,33,600
divided into 17,83,360 Equity Shares of `10/- each.
Further the Company has issued 9,00,000 Equity Shares on Private Placement Basis vide Special
Resolution passed by the members in their Extra-ordinary General Meeting held on September
04,2017 as a result paid up Capital of the Company increases to ` 26,833,600 divided into
26,83,360 Equity Shares of `10/- each.
During the year the Company has also issued 26,83,360 Bonus Shares vide Ordinary Resolution
passed by the Members in their Extra-ordinary General Meeting held on September 15, 2017 In
the ratio of 1:1 (Issue of One Equity Shares for every One Equity Share held).
Pursuant to Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their
meeting held on December 01, 2017, has allotted total 19,50,000 Equity Shares of ` 10/- each at
price of ` 52/- per equity shares to the successful allottees, whose list have been finalized by
the Company, the Registrar to the issue and merchant banker in consultation with the National
Stock Exchange Limited.
The present Paid-up Capital of the Company is ` 7,31,67,200/- divided into 73,16,720 Equity
Shares of ` 10/- each.
INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES
The Board of Directors had, in its meeting held on September 08, 2017, proposed the Initial
Public Offer of 19,50,000 equity shares at such price as may be decided by the Board of
Directors in consultation with the Merchant Banker. The Members of the Company had also
approved the proposal of the Board of Directors in their Extra-ordinary General Meeting held on
September 15, 2017.
Pursuant to the authority granted by the Members of the Company, the Board of Directors has
appointed Swastika Investmart Limited as Lead Manager and Link Intime India Private Limited as
Registrar to the Issue and Share Transfer Agent for the proposed Public Issue.
The Company had applied to National Stock Exchange of India Limited (“NSE”) for in-principle
approval for listing its equity shares on the EMERGE Platform of the NSE. NSE has, vide its letter
dated, November 10, 2017, granted its In-Principle Approval to the Company.
The Company has filed Prospectus to the Registrar of the Company, Ahmedabad on November
17, 2017. The Public Issue was opened on Thursday, November 23, 2017 and closed on Monday,
November 27, 2017. The Basis of Allotment was finalized by Company, Registrar to the issue and
merchant banker in consultation with the National Stock Exchange of India Limited on November
30,2017. The Company has applied for listing of its total equity shares to National Stock
Exchange of India Limited and National Stock Exchange of India Limited has granted its approval
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vide its letter dated December 4, 2017. The trading of equity shares of the Company
commenced on December 5, 2017 at EMERGE Platform of NSE.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Chairman emeritus:
Our Board of Directors have appointed one Chairman Emeritus. Mr. Pranav Mehta is acting as a
Chairman Emeritus of the Company with effect from September 16, 2017.
Mr. Pranav Mehta is a well respected name, in India as well as other countries, in the area of
Solar Energy for his dedicated advocacy and action for wide spread solar penetration and
sustainable growth, not only with the governments but also the corporate sector and he
continues to work in the policy advocacy and supporting environmental activities in India and
elsewhere in the other countries.
Constitution of Board:
As on the date of this report, the Board comprises following Directors;
Date of No. of Committee1 No. of

Category Appointment Total in which in which Shares
Name of
Cum at current Direct Director Director held as on
Director
Designation Term & orship2 is is March 31,
designation Members Chairman 2018
Mr. Managing
September 43,91,520
Kunjbihari Director 1 2 -
08,2017 Equity Shares
Shah
Mrs. Parul Whole-Time September 2,12,400
1 - -
Shah Director 08,2017 Equity Shares
Mr. Kamlesh Whole-Time September
1 - - -
Mistry Director 08,2017
Mr. Bhargav Whole-Time September
1 - - -
Mehta Director 26,2017
Mr. Non Executive 6,92,000
Jugalkishor Director September
2 - - Equity
Shah 08,2017
Shares
Mr. Dhaval Independent September
2 1 1 -
Shah Director 08,2017
Mr. Kalpesh Independent September
2 3 1 -
Joshi Director 08,2017
1
Committee includes Audit Committee and Shareholders’ Grievances Committee across all
Public Companies.
2
Excluding LLPs, Section 8 Company & struck of Companies
The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”).
Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from
requirement of having composition of Board as per Regulation 17 of Listing Regulations.
None of the Directors of Board is a member of more than ten Committees or Chairman of more
than five committees across all the Public companies in which they are Director. The necessary
disclosures regarding Committee positions have been made by all the Directors.
None of the Director of the Company is serving as a Whole-Time Director in any Listed Company
and is holding position of Independent Director in more than 3 Listed Company and none of the
Director of the Company is holding position as Independent Director in more than 7 Listed
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Company. None of the Directors of the Company is disqualified for being appointed as Director
as specified in Section 164 (2) of the Companies Act, 2013.
Board Meeting
The Board of the Company regularly meets to discuss various Business opportunities. Additional
Board meetings are convened, as and when requires to discuss and decide on various business
policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 15 times on April
01,2017;June 02,2017; July 15, 2017;September 01,2017;September 08,2017; September
16,2017;September 26,2018;October 10,2017; November 04,2017 ;November 17,2017; November
30,2017; December 01,2017;February 06,2018;March 26,2018 and March 29, 2018.
The details of attendance of each Director at the Board Meetings are given below;
Date of Number of
Date of Number of
Name of Appointment Date of Board Meetings
Original Board Meetings
Director at current Cessation Eligible to
Appointment attended
Designation attend
Mr.
September
Kunjbihari June 22,1992 - 15 15
08,2017
Shah
Mrs. Parul September
April 01,1998 - 15 15
Shah 08,2017
Mr. Kamlesh February September
- 15 15
Mistry 21,2014 08,2017
Mr. Bhargav September September
- 08 08
Mehta 26,2017 26,2017
Mr.
September September
Jugalkishor - 10 10
08,2017 08,2017
Shah
Mr. Kalpesh September September
- 10 04
Joshi 08,2017 08,2017
Mr. Dhaval September September
- 10 10
Shah 08,2017 08,2017
Mr.
September
Vibhakar June 06,2012 June 06,2012 05 01
08,2017
Ghoda
Mr. Babulal January September
April 07,2011 05 01
Kakadia 05,2008 08,2017
The gap between two consecutive meetings was not more than one hundred and twenty days as
provided in section 173 of the Act.
Independent Directors:
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company
has two Non-Promoter Non-Executive Independent Directors in line with the act. A separate
meeting of Independent Directors was held on February 06, 2018 to review the performance of
Non-Independent Directors and Board as whole and performance of Chairperson of the Company
including assessment of quality, quantity and timeliness of flow of information between
Company management and Board.
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The Company has received necessary declaration from each independent director under Section
149 (7) of the act that they meet the criteria of independence laid down in Section 149 (6) of
the act.
Information on Directorate:
During the year under review, Mr. Vibhakar Ghoda and Mr. Babulal Kakadia have tendered their
resignation with effect from September 08,2017. The Board placed on record its appreciation
for the guidance and contribution made by Mr. Vibhakar Ghoda and Mr. Babulal Kakadia during
their tenure on the Board.
Further, the Board of Directors in their meeting held on September 08,2017, has appointed Mr.
Kunjbihari Shah as Managing Director, Mrs. Parul Shah as Whole Time Director and Mr. Kamlesh
Mistry as Whole Time Director of the company w.e.f . September 08,2017. In the same
meeting, the Board of Directors has also appointed Mr. Dhaval Shah and Mr. Kalpesh Joshi as
Additional (Non-Executive Independent) Director of the Company and also appointed Mr.
Jugalkishor Shah as Additional (Non Executive) Director of the Company.
Thenafter, the Board of Directors in their meeting held on September 26,2017,has appointed
Mr. Bhargav Mehta as Whole Time Director of the Company.
In accordance with the provisions of the Articles of Association and Section 152 of the
Companies Act, 2013, Mr. Kunjbihari Shah, Managing Director of the Company retires by rotation
at the ensuing annual general meeting. He, being eligible, has offered himself for re-
appointment as such and seeks re-appointment. The Board of Directors recommends his
appointment on the Board.
The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking
re-appointment/ appointment as Director are also provided in Note No. 15 of the Notice
convening the 26th annual general meeting.
Key Managerial Personnel:
During the year under review, the Board of Directors in their meeting held on September 08,
2017, has appointed Mr. Rameshkumar Shah as Chief Financial Officer of the Company.
Further, the Board of Directors in their meeting held on October 10, 2017, has appointed Ms.
Niyati Parikh as Company Secretary & Compliance officer of the Company.
After closure of financial year 2017-18, Mr. Rameshkumar Shah, who has acting as Chief
Financial officer of the Company has tendered his resignation w.e.f. April 11, 2018. The Board
placed on record its appreciation for the service rendered by Mr. Rameshkumar Shah during his
tenure in the Company. The Board of Directors, in their meeting held on April 11, 2018, has
appointed Mrs. Shefali Karar as Chief Financial officer of the Company w.e.f. April 11,2018.
Performance Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act.
o 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.
o 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.
o 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.
Separate meeting of independent directors was held to evaluate the performance of non-
independent directors, performance of the board as a whole and performance of the chairman,
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taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at
which the performance of the board, its committees and individual directors was also discussed.
Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.
Directors’ Responsibility Statement:
Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of
their knowledge and ability, confirm that:
a) In preparation of annual accounts for the year ended March 31, 2018, the applicable
accounting standards have been followed and that no material departures have been made
from the same;
b) The Directors had 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 year;
c) The Directors had 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 had prepared the annual accounts for the year ended March 31, 2018 on going
concern basis.
e) The Directors had 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 had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD
The Board of Directors, in line with the requirement of the act, has formed various committees,
details of which are given hereunder.
A. Audit Committee:-
The Board of Directors, in their meeting held on September 08, 2017, has formed audit
committee in line with the provisions Section 177 of the Companies Act, 2013. Audit Committee
meeting is generally held for the purpose of recommending the half yearly and yearly financial
result. Additional meeting is held for the purpose of reviewing the specific item included in
terms of reference of the Committee.
During the year under review, Audit Committee met 3 (Three) times viz September
08,2017;February 06,2018 and March 26, 2018.The composition of the Committee and the
details of meetings attended by its members are given below:
Number of meetings during the financial year
Name Designation 2017-18
Eligible to attend Attended
Mr. Dhaval Shah Chairman 3 3
Mr. Kalpesh Joshi Member 3 3
Mr. Kunjbihari Shah Member 3 3
The Statutory Auditors of the Company are invited in the meeting of the Committee wherever
requires. Chief Financial Officer of the Company is a regular invitee at the Meeting.
Recommendations of Audit Committee, wherever/whenever given, have been accepted by the
Board.
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Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy.
The policy enables the employees to report to the management instances of unethical behavior,
actual or suspected fraud or violation of Company’s Code of Conduct. Further the mechanism
adopted by the Company encourages the Whistle Blower to report genuine concerns or
grievances and provide for adequate safe guards against victimization of the Whistle Blower who
avails of such mechanism and also provides for direct access to the Chairman of the Audit
Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit
Committee from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board. The Whistle Blower Policy of the Company is available on the website
of the Company at www.zodiacenergy.com.
B. Stakeholder’s Grievance & Relationship Committee:
The Board of Directors, in their meeting held on September 08, 2017, has formed Stakeholder’s
Grievance & Relationship Committee mainly to focus on the redressal of Shareholders’ /
Investors’ Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share
Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Stakeholders
Relationship Committee shall report to the Board on a quarterly basis regarding the status of
redressal of complaints received from the shareholders of the Company.
During the year under review, Stakeholder’s Grievance & Relationship Committee met 2(Two)
times viz on October 10, 2017; and February 06, 2018. The composition of the Committee and
the details of meetings attended by its members are given below:
Mr. Kalpesh Joshi Chairman 2 2
Mr. Dhaval Shah Member 2 2
Mr. Kunjbihari Shah Member 2 2
During the year, the Company had not received any complaints from the Shareholders. There
was no complaint pending as on March 31, 2018.
C. Nomination and Remuneration Committee:
The Board of Directors, in their meeting held on September 08, 2017, has formed Nomination
and Remuneration committee in line with the provisions of Section 178 of the Companies Act,
2013. Nomination and Remuneration Committee meetings are generally held for identifying the
persons who are qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal. Further, the committee shall also meet as and
when the need arises for review of Managerial Remuneration.
During the year under review, Nomination and Remuneration Committee met 2 (Two) times viz
on October 10,2017 and February 06,2018.The composition of the Committee and the details of
meetings attended by its members are given below:
Mr. Dhaval Shah Chairman 2 2
Mr. Kalpesh Joshi Member 2 2
Mrs. Jugalkishor Shah Member 2 2
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Nomination and Remuneration Policy:
Nomination and Remuneration Policy in the Company is designed to create a high performance
culture. It enables the Company to attract motivated and retained manpower in competitive market,
and to harmonize the aspirations of human resources consistent with the goals of the Company. The
Company pays remuneration by way of salary, benefits, perquisites and allowances etc. to its
Managing Director and the Executive Directors.
Key points of the Nomination and Remuneration Policy are;
a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management
Personnel:
o The policy is formulated to identify and ascertain the integrity, qualification, expertise and
experience of the person for appointment as Director, Key Managerial Personnel and Senior
Management personnel and recommend to the Board for his / her appointment.
o A person should possess adequate qualification, expertise and experience for the position he/
she is considered for appointment.
o In case of appointment of Independent Director, the Committee shall satisfy itself with regard to
the independent nature of the Director vis-à-vis the Company so as to enable the Board to
discharge its function and duties effectively.
b. Policy on remuneration of Director, KMP and Senior Management Personnel:
The Company’s remuneration policy is driven by the success and performance of Director, KMP and
Senior Management Personnel vis-à-vis the Company. The Company’s philosophy is to align them with
adequate compensation so that the compensation is used as a strategic tool that helps us to attract,
retain and motivate highly talented individuals who are committed to the core value of the
Company. The Company follows mixed of fixed pay, benefits and performance based variable pay.
The Company pays remuneration by way of salary, benefits, perquisites and allowance. The
remuneration and sitting fees paid by the Company are within the salary scale approved by the Board
and Shareholders.
The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the
website of the Company at www.zodiacenergy.com.
Remuneration of Directors:
The details of remuneration paid during the financial year 2017-18 to Directors of the Company is
provided in Form MGT-9 which is the part of this report.
PUBLIC DEPOSIT
The company has not accepted any deposits from the public. Hence, the directives issued by the
Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other
relevant provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY
Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186
of the Companies Act, 2013 are given in the notes to the Financial Statement.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this Report
as “Annexure – 1”.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 is annexed to this Report as “Annexure – 2”.
DISCLOSURE OF REMUNERATION:
The ratio of the remuneration of each whole-time director to the median of employees’
remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as “Annexure – 3”. Refer to tables 3A(a) in “Annexure –3”.
Additionally, the following details form part of “Annexure – 3”to this Report:
o Statement containing the names of top 10 employees in terms of remuneration drawn. (Refer to
table 3B(a)).
11 | P a g e
o Details of employees posted in India throughout the fiscal and in receipt of a remuneration of `
1.02 crore or more per annum. (Refer to table 3B(b)).
o Details of employees posted in India for part of the year and in receipt of ` 8.5 lakh or more a
month. (Refer to table 3B(c)).
o Employees employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the
aggregate, is in excess of that drawn by the managing director or whole-time director or
manager and holds by himself or along with his spouse and dependent children, not less than two
percent of the equity shares of the company. (Refer to table 3B(d)).
o The details of employees posted outside India and in receipt of a remuneration of ` 60 lakh or
more per annum or ` 5 lakh or more per month – Not Applicable since the Company has no such
employee.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments, affecting the financial position of the Company,
have occurred between the ends of financial year of the Company i.e. March 31, 2018 to the date of
this Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment, free from harassment of any nature, we have
institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address
complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion
and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling
complaints of sexual harassment and we are compliant with the law of the land where we operate.
During the year under review, there were no incidences of sexual harassment reported.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Act read with rule 8 of The Companies (Accounts)
Rules, 2014, as amended from time to time is annexed to this Report as Annexure -4.
RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is
to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism
works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is
being carried out to identify, evaluate, monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an effective internal control system, which ensures that all the assets of the
Company are safeguarded and protected against any loss from unauthorized use or disposition.
The Internal Auditors of the Company carry out review of the internal control systems and
procedures. The internal audit reports are reviewed by Audit Committee.
Your Company has also put in place adequate internal financial controls with reference to the
financial statements commensurate with the size and nature of operations of the Company. During
the year, such controls were tested and no material discrepancy or weakness in the Company’s
internal controls over financial reporting was observed.
CORPORATE GOVERNANCE:
Your Company strives to incorporate the appropriate standards for corporate governance. However,
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 and therefore the
Company has not provided a separate report on Corporate Governance, although few of the
information are provided in this report under relevant heading.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 a review of the performance of the Company, for the year under review,
12 | P a g e
Management Discussion and Analysis Report, is presented in a separate section forming part of this
Annual Report.
STATUTORY AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made
thereunder, M/s. Manubhai & Shah LLP, Ahmedabad (FRN: 106041W/W100136), were appointed as
Statutory Auditors of the Company to hold office till conclusion of the 30th Annual General
Meeting(AGM) of the company to be held in the calendar year 2022.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’
Report does not contain any qualification, reservation or adverse remark. The Auditors’ Report is
enclosed with the financial statements in this Annual Report.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013.
SECRETARIAL AUDITOR AND THIEIR REPORT:
Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Anand
Lavingia, Practicing Company Secretary, Ahmedabad to conduct the Secretarial Audit of the
Company for the first financial year 2017-18. The Secretarial Audit Report is annexed herewith as
“Annexure – 5” to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks
except that as on March 31, 2018.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in
section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable
provisions of the act and listing regulations, to the extent the transactions took place on those items
during the year. Your Directors further state that no disclosure or reporting is required in respect of
the following items as there were no transactions on these items during the year under review;
(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;
(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme
save and ESOS;
(iii) Annual Report and other compliances on Corporate Social Responsibility;
(iv) There is no revision in the Board Report or Financial Statement;
(v) No significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Company’s operations in future;
(vi) Information on subsidiary, associate and joint venture companies.
ACKNOWLEDGEMENT:
Your Directors wish to place on record their sincere appreciation for significant contributions made
by the employees at all levels through their dedication, hard work and commitment, enabling the
Company to achieve good performance during the year under review.
Your Directors also take this opportunity to place on record the valuable co-operation and support
extended by the banks, government, business associates and the shareholders for their continued
confidence reposed in the Company and look forward to having the same support in all future
endeavors.
Registered office: By order of the Board of Directors
A-1204 ,Siddhi Vinayak Towers Off S G For, ZODIAC ENERGY LIMITED
Highway Makarba Vejalpur Ahmedabad CIN: U51909GJ1992PLC017694
-380051, Gujarat
Kunjbihari Shah Parul Shah
Place: Ahmedabad Managing Director Whole Time Director
Date: August 28,2018 DIN 00622460 DIN 00378095
13 | P a g e
Annexure – 1
FORM MGT – 9 -EXTRACT OF ANNUAL RETURN
As on the financial year ended March 31, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
1) Registration and Other Details:

CIN : U51909GJ1992PLC017694
Registration Date : May 22,1992
Name of the Company : Zodiac Energy Limited
Category / Sub-Category of the Company : Public Company limited by shares/ Indian Non-Government Company
Address of the Registered Office and : A-1204, Siddhi Vinayak Towers, Off S G Highway ,Makarba, Vejalpur ,Ahmedabad -
contact details 380051
Tel :+91 79 – 2970 4116; Email:cs@zodiacenergy.com;
Web: www.zodiacenergy.com
Whether listed Company : Yes
Name, address and contact details of : Link Intime India Private Limited
Registrar and Transfer Agent, if any 5th Floor, Amarnath Business Centre-1, (ABC-1), Beside Gala Business Centre, Nr.
St. Xavier’s College Corner, Off C.G Road, Ellisbridge, Ahmedabad- 380 006.
Email: ahmedabad@linkintime.co.in
Tel: +91 - 79 – 2646 5179;
2) Principal Business Activity of the Company: All the business activities contributing 10% or more of the total turnover of the
Company shall be stated.
Name and Description of main Products / NIC Code of the Product /
% to total turnover of the Company
Services Service
Electric power generation using solar energy 35105 93.14%
Electric power generation by non-coal based

35103 6.86%
thermal (e.g. diesel, gas )
3) Particulars of Holding, Subsidiary and Associate Companies:
Holding/ Subsidiary / % of shares Applicable

SR. No. Name and Address of the Company CIN/GLN
Associate held Section
N.A.
4) Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity):

I. Category-wise Shareholding:
No. of Shares held at the beginning of year No. of Shares held at the end of year %
Change
Category of % of % of during
Shareholders Demat Physical Total Total Demat Physical Total Total the
Shares Shares year
A. Promoters
(1) Indian
a) Individual/ HUF - 8,83,360 8,83,360 100.00 52,99,920 - 52,99,920 72.44 (27.56)
b) Central Govt. - - - - - - - - -
c) State Govt. - - - - - - - - -
d) Bodies Corporate - - - - - - - - -
e) Banks/FI - - - - - - - - -
f) Any other - - - - - - - - -
Sub-Total (A)(1): - 8,83,360 8,83,360 100.00 52,99,920 - 52,99,920 72.44 (27.56)
14 | P a g e
Change
Shares Shares year
(2) Foreign
a) NRIs - Individuals - - - - - - - - -
b) Other - Individuals - - - - - - - - -
c) Bodies Corporate - - - - - - - - -
d) Banks / FI - - - - - - - - -
e) Any Other - - - - - - - - -
Sub-Total (A)(2): - - - - - - - - -
Total Shareholding
of Promoters (A) =
(A)(1)+(A)(2) - 8,83,360 8,83,360 100.00 52,99,920 - 52,99,920 72.44 (27.56)
B. Public Share Holding
(1) Institutions
a) Mutual Funds/UTI - - - - - - - - -
b) Banks / FI - - - - - - - - -
c) Central Govt. - - - - - - - - -
d) State Govt.(s) - - - - - - - - -
e) Venture Capital
Funds - - - - - - - - -
f) Insurance
Company - - - - - - - - -
g) FIIs - - - - - - - - -
h) Foreign Venture
Capital Funds - - - - - - - - -
i) Others (specify) - - - - - - - - -
Sub-Total (B)(1): - - - - - - - - -
(2) Non-Institution
a) Bodies Corporate
i. Indian - - - - 1,55,491 - 1,55,491 2.13 2.13
ii. Overseas - - - - - - - - -
b) Individuals
i. Individual
Shareholders holding
nominal share
capital up to ` 1 lakh - - - - 10,98,509 16,000 11,14,509 15.23 15.23
i. Individual
Shareholders holding
nominal share
capital in excess of `
1 lakh - - - - 4,78,400 - 4,78,400 6.54 6.54
c) Others (specify)
NRI (Reparable/Non
Reparable basis) - - - - 22,000 - 22,000 0.30 0.30
HUF - - - - 1,40,000 400 1,40,400 1.92 1.92
15 | P a g e
Change
Shares Shares year
Clearing Members - - - - 1,06,000 0 1,06,000 1.45 1.45
Sub-Total (B)(2): - - - - 20,00,400 16400 20,16,800 27.57 27.56
Total Public
Shareholding
(B)=(B)(1)+(B)(2) - - - - 20,00,400 16400 20,16,800 27.57 27.56
C. Shares held by
Custodian for GDRs
& ADRs - - - - - - - - -
Grand Total (A+B+C) - 8,83,360 8,83,360 100.00 73,00,320 16,400 73,16,720 100.00 0.00
II. Shareholding of Promoters & Promoters Group:
Cumulative %
Shareholding at Date wise Increase/ Decrease in Shareholding at
Shareholding change
beginning of year Shareholding* end of year
during the year in
Name % of total % of total % of total sharehol
Increase/ ding
No. of shares of No. of shares of No. of shares of
Date Decrease in Reason during
Share the Share the Share the
shareholding
Company Company^ Company the year
Kunjbihari 5,26,760 59.63 Preferentia

Shah 01-Sep-17 8,50,000 l Allotment 13,76,760 18.82
Preferentia
08-Sep-17 8,50,000 l Allotment 22,26,760 30.43
Bonus
16-Sep-17 22,26,760 Allotment 44,53,520 60.88
Transfer of
10-Oct-17 (62,000) shares 43,91,520 60.02 43,91,520 60.02 0.39
Geetaben Bonus
Shah 1200 0.14 16-Sep-17 1200 Allotment 2400 0.03 2400 0.03 (0.11)
Apeksha Bonus
Patwa 200 0.02 16-Sep-17 200 Allotment 400 0.00 400 0.00 (0.02)
Jugalkishor Bonus
Shah 3,46,000 39.17 16-Sep-17 3,46,000 Allotment 6,92,000 9.46 6,92,000 9.46 (29.71)
Parul Shah 6200 0.70 Preferentia

01-Sep-17 50,000 l Allotment 56,200 0.77
Preferentia
08-Sep-17 50,000 l Allotment 1,06,200 1.45
Bonus
16-Sep-17 1,06,200 Allotment 2,12,400 2.90 2,12,400 2.90 2.20
Bonus (0.02)
Neha Patwa 200 0.02 16-Sep-17 200 Allotment 400 0.00 400 0.00
Bonus (0.02)
Aruna Shah 200 0.02 16-Sep-17 200 Allotment 400 0.00 400 0.00
Bonus (0.02)
Rinki Shah 200 0.02 16-Sep-17 200 Allotment 400 0.00 400 0.00
* As per the record of the Company.

^ Cumulative % of Shares of the Company is calculated on the basis of current capital of the Company.
16 | P a g e
III. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Cumulative
Shareholding at Date wise Increase/Decrease in Shareholding at
Shareholding
during the year
Name % of total % of total % of total
Increase/
Date Decrease in Reason
shareholding
Company Company Company
Anilbhai - - 29-Dec-17 50,000 Market Buy 50,000 0.68

Jaswantlal Mehta
05-Jan-18 26,000 Market Buy 7,6000 1.04
02-Feb-18 4000 Market Buy 80,000 1.09 80,000 1.09
Shona Jayesh - - 29-Dec-17 40,000 Market Buy 40,000 0.55

Parikh
05-Jan-18 36,000 Market Buy 76,000 1.04
02-Feb-18 4000 Market Buy 80,000 1.09 80,000 1.09
Magic Share - - 19-Jan-18 80,000 Market Buy 80,000 1.09

Traders Limited
02-Feb-18 (14,000) Sell 66,000 0.90
09-Feb-18 (8000) Sell 58,000 0.79 58,000 0.79
Shitalbhai 200 0.04 Bonus

Priyasharan Shah 16-Sep-17 200 Allotment 400 0.00
Acquisition
10-Oct-17 50,000 by transfer 50,400 0.69
22-Dec-17 80,000 Market Buy 1,30,400 1.78
12-Jan-18 (80,000) Sell 50,400 0.69 50,400 0.69
Ashok Ramniklal - - 08-Sep-17 20,000 Market Buy 20,000 0.27

Paun
15-Dec-17 2000 Market Buy 22,000 0.30
29-Dec-17 4000 Market Buy 26,000 0.35
30-Dec-17 (2000) Sell 24,000 0.33
05-Jan-18 (2000) Sell 22,000 0.30
12-Jan-18 (4000) Sell 18,000 0.25
02-Feb-18 6000 Market Buy 24,000 0.33 24,000 0.33
ANS Pvt Limited - - 15-Dec-17 10,000 Market Buy 10,000 0.14
30-Dec-17 (2000) Sell 8000 0.11
05-Jan-18 2000 Market Buy 10,000 0.14
12-Jan-18 6000 Market Buy 16,000 0.22
19-Jan-18 2000 Market Buy 18,000 0.25 18,000 0.25
Beeline Broking - - 15-Dec-17 1,06,000 Market Buy 1,06,000 1.45

Limited
22-Dec-17 (86,000) Sell 20,000 0.27
29-Dec-17 2000 Market Buy 22,000 0.30
05-Jan-18 (4000) Sell 18,000 0.25 18,000 0.25
Meenaben - - 15-Dec-17 6000 Market Buy 6000 0.08

Jayantilal Patel
22-Dec-17 2000 Market Buy 8000 0.11
12-Jan-18 6000 Market Buy 14,000 0.19 14,000 0.19
17 | P a g e
Manjula Suresh - - 15-Dec-17 4000 Market Buy 4000 0.05
Shah
12-Jan-18 2000 Market Buy 6000 0.08
02-Feb-18 4000 Market Buy 10,000 0.14
09-Feb-18 4000 Market Buy 14,000 0.19 14,000 0.19
Evyavan - -
Mercantile Private Allotment in
Limited 01-Dec-17 12,000 IPO 12,000 0.16 12,000 0.16
* The trading in the shares of the Company took place on almost daily basis, therefore the date wise increase/ decrease in
Shareholding of top ten Shareholders are taken on the basis of weekly BenPoze.
IV. Shareholding of Directors and Key Managerial Personnel:
Cumulative
Shareholding at Date wise Increase/Decrease in Shareholding at
Shareholding
during the year^
Name % of total % of total % of total
Increase/
Date Decrease in Reason
shareholding
Company Company Company
Kunjbihari Shah 5,26,760 59.63 Preferential

01-Sep-17 8,50,000 Allotment 13,76,760 18.82
Preferential
08-Sep-17 8,50,000 Allotment 22,26,760 30.43
Bonus
16-Sep-17 22,26,760 Allotment 44,53,520 60.88
Transfer of
10-Oct-17 (62,000) shares 43,91,520 60.02 43,91,520 60.02
Bonus
Jugalkishor Shah 3,46,000 39.17 16-Sep-17 3,46,000 Allotment 6,92,000 9.46 6,92,000 9.46
Parul Shah 6200 0.70 Preferential

01-Sep-17 50,000 Allotment 56,200 0.77
Preferential
08-Sep-17 50,000 Allotment 1,06,200 1.45
Bonus
16-Sep-17 1,06,200 Allotment 2,12,400 2.90 2,12,400 2.90
* As per the record of the Company.

^ Cumulative % of Shares of the Company is calculated on the basis of current capital of the Company.
5) Indebtedness (Amount in ` )
Secured Loans
Unsecured Total
Particulars excluding Deposits
Loans Indebtedness
deposits
A. Indebtedness at the beginning of the financial year
i) Principal Amount 37,39,894 3,17,46,547 3,54,86,441
ii) Interest due but not paid - - -
iii) Interest accrued but not due - - -
Total A (i+ii+iii) 37,39,894 3,17,46,547 - 3,54,86,441
B. Change in Indebtedness during the financial year
Additions - - - -
Reduction (2,50,026) (2,77,45,511) - (2,79,95,537)
Net Change B (2,50,026) (2,77,45,511) - (2,79,95,537)
18 | P a g e
C. Indebtedness at the end of the financial year
i) Principal Amount 34,89,868 40,01,036
ii) Interest due but not paid -
iii) Interest accrued but not due -
Total C (i+ii+iii) 34,89,868 40,01,036 74,90,904
6) Remuneration of Directors and Key Managerial Personnel

A) Remuneration to Managing Director, Whole-time Directors and/or Manager (Amount in ` )
Kunjbihari Shah Parul Shah Kamlesh Mistry Bhargav Mehta

Particulars of Remuneration Managing Whole-Time Whole-Time Whole-Time Total Amount
Director Director Director Director
Gross salary
(a) Salary as per provisions

contained in section 17(1) of
the Income Tax. 1961 18,00,000 13,50,000 10,50,000 12,00,000 54,00,000
(b) Value of perquisites u/s

17(2) of the Income tax Act,
1961 - - -
(c) Profits in lieu of salary

under section 17(3) of the
Income Tax Act, 1961 - - -
Stock option - - -
Sweat Equity - - -
Commission - - -
as % of profit - - -
others (specify) - - -
Others, please specify - - -
Total (A) 18,00,000 13,50,000 10,50,000 12,00,000 54,00,000
B) Remuneration to other Directors (Amount in ` )

Jugalkishor Shah Dhaval Shah Kalpesh Joshi
Particulars of Remuneration Non-Executive Independent Independent Total Amount
Director Director Director
a) Independent Director
(i) Fees for attending board/

committee meeting. - 85,000 45,000 1,30,000
(ii) Commission - - - -
(iii) Other, specify - - - -
Total (a) - 85,000 45,000 1,30,000
b) Other Non-Executive Directors
(i) Fees for attending board/

committee meeting. 75,000 - - -
(ii) Commission - - - -
(iii) Other, specify - - - -
Total (b) 75,000 - - 75,000
Total Managerial Remuneration (A+B) 75,000 85,000 45,000 2,05,000
19 | P a g e
C) Remuneration to Key Managerial Personnel (Amount in ` )
Ramesh Shah Niyati Parikh

Particulars of Remuneration Total Amount
Chief Financial Officer Company Secretary
Gross salary 1,05,000* 1,39,834^ 2,44,834
(a) Salary as per provisions contained in section

17(1) of the Income Tax. 1961.
(b) Value of perquisites u/s 17(2) of the Income

tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) of

the Income Tax Act, 1961 - - -
Stock option - - -
Sweat Equity - - -
Commission - - -
as % of profit - - -
others (specify) - - -
Others, please specify - - -
Total
*w.e.f. September 08,2017 ^ w.e.f October 10,2017

7) Penalties / Punishment/ Compounding of Offences
Details of Penalty/
Appeal made if
Section of the Punishment/ Authority (RD/
Type Brief Description any (give
Companies Act Compounding fees NCLT/ Court)
details)
imposed
A. Company
Penalty
Punishment N.A. N.A. N.A. N.A. N.A.
Compounding
B. Directors
Penalty
Compounding
C. Other Officers in Default
Penalty
Compounding

A-1204 ,Siddhi Vinayak Towers Off S G Highway For, ZODIAC ENERGY LIMITED
Makarba Vejalpur Ahmedabad -380051, Gujarat CIN: U51909GJ1992PLC017694
Place: Ahmedabad
Date: August 28,2018 Kunjbihari Shah Parul Shah
Managing Director Whole Time Director
DIN 00622460 DIN 00378095
20 | P a g e
Annexure – 2
FORM NO. AOC-2 - PARTICULARS OF CONTRACTS/ARRANGEMENTS MADE
WITH RELATED PARTIES
Forms for disclosure of particulars of contracts/arrangements entered into by the company
with related parties referred to in Section 188(1) of the Companies Act, 2013 including
certain arm’s length transactions under third proviso thereto
(Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
A. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered in to by the Company during
the financial year ended on March 31, 2018, which were not at arm’s length basis.
B. Details of material contracts or arrangement or transactions at arm’s length basis:
Sr. No. Particulars RPT – 1
1. Name(s) of the related Zenith Power Projects Private Limited
party and nature of Companies Controlled by directors or relatives of
relationship directors
2. Nature of contracts/ Sale of Materials
arrangements/ transactions
3. Duration of the contracts / F.Y. 2017-18
arrangements/ transactions
4. Salient terms of the Rs. 42,63,138
contracts or arrangements
or transactions including
the value, if any
5. Date(s) of approval by the September 08,2017
Board
6. Amount paid as advances, if NIL
any

A-1204 ,Siddhi Vinayak Towers Off S For, ZODIAC ENERGY LIMITED
G Highway Makarba Vejalpur CIN: U51909GJ1992PLC017694
Ahmedabad -380051, Gujarat
Place: Ahmedabad Kunjbihari Shah Parul Shah

Date: August 28,2018 Managing Director Whole Time Director
DIN 00622460 DIN 00378095
21 | P a g e
Annexure – 3
Particulars of Employees
(Pursuant to Section 197(12) read with Rules made thereunder)
Disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Companies Act, 2013 read with Rules made there under.
3A. Information as per Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
a) The ratio of remuneration of each director to the median remuneration of employees for
the financial year:
Sr. Ratio against median employee’s
Name Designation
No. remuneration
1. Kunjbihari Shah Managing Director 9.73:1
2. Parul Shah Whole-Time 7.59:1
Director
3. Kamlesh Mistry Whole-Time 6.38:1
Director
4. Bhargav Mehta Whole-Time 6.21:1
Director
b) The Percentage increase in remuneration of each director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the financial year:
This being the first financial year of the Company for appointment of all the Directors and
designated KMPs in their positions, increase in remuneration of director, Chief Financial Officer,
Chief Executive Officer, Company Secretary is not applicable.
c) The percentage increase in the median remuneration of employees in the financial year:
Median remuneration of Employees decrease by 20.40% in F.Y 2017-18 from F.Y. 2016-17.
d) The number of permanent employees on the rolls of the Company: 35 Employees as on
March 31,2018
e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
The average salaries of the employees increased by 40.54 % over a previous year. The average
remuneration increased due to increase in number of employee of the Company and qualitative
payout to the existing employee. The Board of Directors of the Company affirmed that
remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration
Policy of the Company.
22 | P a g e
3B. Information as per Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:
a) List of top ten employees in terms of remuneration drawn:
Last
Qualifications
Employee Date of Remuneration employment
Designation and experience Age
Name Joining Received held by
of the employee
employee
Anurag Business M.B.A April Eleetrotherm
33
Mittal Head 1,2016 8,49,660 Solar Ltd.
Bhupat Sr. Project ITI May BSNL

52
Patel Manager 01,2014 4,37,300 Contractor
Ramesh Factory ITI April N.A.

41
Chauhan Manager 01,1993 4,37,300
Shefali Account and B.A. February Appar

N.Karar Finance 02,2011 40 Intermediates
3,82,696
Pvt Ltd
Parul Project B.E. Mechenical April Horizon

32
Panchal Manager 08,2011 3,74,918 Associates
Hardik Sr.Projects B.E Electrical December Sterling &

Oza Manager 01,2017 37 Wilson Ltd
3,43,722
Ahmedabad
Jimit Shah Back Office B.Com April N.A.

36
Executive 01,2017 3,38,474
Harshil Design Diploma July N.A.

24
Patel Engineer Mechenical 18,2014 3,26,850
Chintan Ass. B.COM/C.S.INTER May Soyo Systems

Vasoya Manager 15,2016 23
3,24,794
MARKETING
Shailesh Project Diploma December GVK EMRI

26
Rathod Engineer 01,2016 3,06,610
b) Employees employed throughout the financial year, was in receipt of remuneration for
that year which, in the aggregate, was not less than one crore and two lakh rupees:
There was no such employees employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than one crore and two lakh
rupees.
23 | P a g e
c) Employees employed for a part of the financial year, was in receipt of remuneration for
any part of that year, at a rate which, in the aggregate, was not less than eight lakh and
fifty thousand rupees per month:
There was no such employees employed for a part of the financial year, was in receipt of
remuneration for any part of that year, at a rate which, in the aggregate, was not less
than eight lakh and fifty thousand rupees per month.
d) Employees employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate
which, in the aggregate, is in excess of that drawn by the managing director or whole-
time director or manager and holds by himself or along with his spouse and dependent
children, not less than two percent of the equity shares of the company:
There was no such employees employed throughout the financial year or part thereof who was
in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate
which, in the aggregate, is in excess of that drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse and dependent children, not
less than two percent of the equity shares of the company.
The Board of Directors of the Company affirmed that remuneration of all the Key Managerial
Personnel of the Company are as per the Remuneration Policy of the Company.


DIN 00622460 DIN 00378095
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Annexure – 4
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3)
of the Companies (Accounts) Rules, 2014 are set out as under:
A. Conservation of Energy:
Your Company is engaged in the business of generation of energy using solar energy. Your
Company is putting its sincere efforts in contributing towards green energy. We have introduced
various new products and solutions for producing clean energy. As the nature of our operations
is covered under conservation of energy itself. Hence there are no separate activities
undertaken by the Company under the head of “Conservation of energy”.
B. Technology Absorption :
Research and Development (R & D)
R& D is a continuous activity instead of one-time activity. During the year under review, there
was no R&D expenditure.
C. Foreign Exchange Earnings and Outgo:
The particulars relating to foreign exchange earnings and outgo during the year under review
are as under:
(Amount in `)
Sr No Particulars 2017-18 2016-17
1. Foreign Exchange Earned 6,20,579 1,16,821
2. Foreign Exchange Outgo 1,81,59,649 7,63,907


DIN 00622460 DIN 00378095
25 | P a g e
Annexure – 5
Form No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON MARCH 31, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies
(Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
Zodiac Energy Limited
A-1204, Siddhi Vinayak Towers,
Off S G Highway,Makarba,
Vejalpur Ahmedabad 380051
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by Zodiac Energy Limited (hereinafter called “the
Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for
evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company’s books, papers, minutes books, forms and returns filed
and other records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of secretarial audit, I hereby
report that, in my opinion, the Company has, during the audit period covering the financial year
ended on March 31, 2018, complied with the statutory provisions listed hereunder and also that the
Company has proper Board-processes and compliance-mechanism in place to the extent, in the
manner and subject to the reporting made hereinafter.
I have examined the books, papers, minutes books, forms and returns filed and other records
maintained by the Company for the financial year ended on March 31, 2018 according to the
provisions of:
i. The Companies Act, 2013 (‘the Act’) and the rules made there under as applicable;
ii. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the
extent of Foreign Direct Investment;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”);
vi. Secretarial Standards issued by The Institute of Company Secretaries of India w.r.t. meetings of
the Board of Director (SS-1) and General Meetings (SS-2);
During the period under review the Company has complied with the provisions of the Act, Rules
made there under, Regulations, guidelines etc. mentioned above.
26 | P a g e
I have relied on the representation made by the Company and its Officers for systems and
mechanism formed by the Company for compliances under other applicable Acts, Laws and
Regulations as applicable to the Company as given in Annexure A.
During the Period under review, provisions of the following Acts, Rules, Regulations, and Standards
are not applicable to the Company,
i. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the
extent of Overseas Direct Investment and External Commercial Borrowings; and
ii. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993; - The Company is not registered as Registrar to an Issue & Share Transfer
Agent. However, the Company has appointed Link Intime India Private Limited as Registrar &
Share Transfer Agent in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
iii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
iv. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
v. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
vi. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
I further report that -
The Board of Directors of the Company is duly constituted with proper balance of Executive
Directors, Non-Executive Directors, Independent Directors and Woman Director. The changes in the
composition of the Board of Directors that took place during the period under review were carried
out in compliance with the provisions of the Companies Act, 2013 and rules made thereunder.
Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent in advance, and a system exists for seeking and obtaining further information
and clarifications on the agenda items before the meeting and for meaningful participation at the
meeting.
All decisions of the Board and Committees were carried with requisite majority.
I further report that -
There are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules,
regulations and guidelines.
I further report that:-
During the audit period,
a) Company has allotted 9,00,000 Equity Shares on Private Placement basis on September 1, 2017
b) Company has further allotted 9,00,000 Equity Shares on Private Placement basis on September 8,
2017.
c) Company allotted 26,83,360 Bonus Equity Shares to the then existing shareholders in the ratio of
1:1 (One Equity Share for every one equity share held) on September 16, 2017.
d) the Company came up with an Initial Public issue of 19,50,000 Equity Shares of `10/- each at a
premium of `42/- per Equity Share and the entire Equity Shares of the Company are listed at the
National Stock Exchange Limited (Emerge Platform).
Anand Lavingia
Place: Ahmedabad ACS No. : 26458
Date: August 25, 2018 C P No. : 11410
Note: This Report is to be read with my letter of even date which is annexed as Annexure B and
Annexure A and Annexure B forms an integral part of this report.
27 | P a g e
Annexure A
List of other applicable Acts, Laws and Regulations during the Audit Period
1. Industrial Employment (Standing Orders) Act, 1946
2. The Minimum Wages Act, 1948
3. The Payment of Wages Act, 1936
4. Employees‟ Provident Fund and Miscellaneous Provisions Act, 1952
5. Payment of Bonus Act, 1965
6. Employees‟ State Insurance Act, 1948
7. The Workmen Compensation Act, 1923 (“WCA”)
8. The Equal Remuneration Act, 1976
9. The Maternity Benefit Act, 1961
10. Child Labour (Prohibition and Regulation) Act, 1986
Annexure B
To,
The Members,
A-1204, Siddhi Vinayak Towers,
Off S G Highway,Makarba,
Vejalpur Ahmedabad 380051
My report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the Company.
My responsibility is to express an opinion on these secretarial records based on my audit.
2. I have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of secretarial records. The verification was
done on test basis, on the records and documents provided by the Management of the
Company, to ensure that correct facts are reflected in secretarial records. I believe that the
processes and practices followed by me provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial records and books of
accounts of the Company.
4. The compliance of the provision of corporate and other applicable laws, rules, regulations,
standards is the responsibility of management. My examination was limited to verification of
procedures on test basis.
5. Wherever required, I have obtained the Management representation about the compliance of
laws, rules and regulations and happening of events etc.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company
nor the efficacy or effectiveness with which the management has conducted the affairs of
the Company.
Anand Lavingia
Place: Ahmedabad ACS No. : 26458
Date: August 25, 2018 C P No. : 11410
28 | P a g e
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The discussion hereunder covers Company’s performance and its business outlook for the future.
This outlook is based on assessment of the current business environment and Government
policies. The change in future economic and other developments are likely to cause variation in
this outlook.
Economic Outlook:
Global economic activity gathered further momentum in 2017, both in advanced and emerging
market economies. Global growth is estimated to have grown 3.7% in 2017. IMF estimates global
growth at 3.9% for 2018 and 2019, revised up from October forecasts reflecting rising growth
momentum and the expected impact of the recently approved US tax policy changes. Growth
recovery also coincides with the return of trade drivers across the world (save the recent
unwarranted trade wars posturing, most of which is still evolving for now and unlikely to have
major impact). IMF estimates that global trade volume in goods and services will grow 4.7% in
2018. World Trade Organization also foresees return of trade as a driver in global growth.
The US economy continued to make growth strides, albeit ending CY2017 on a slightly weak note
appeared to have bounced back in Q1CY2018, aided by a robust improvement in labour market
with hiring around multi-month high and commensurate rise in consumer spending. Risks of
reflationary policies remain in the US and so are an ahead-of-anticipated rate hike moves by the
US Fed.
A cyclical recovery is underway in most EMDE regions that host a substantial number of
commodity exporters. Over the next two years, the upturn in these regions is expected to
mature, as commodity prices plateau. Robust economic activity in EMDE regions with large
numbers of commodity importers is forecast to continue. However, risks to the growth outlook
continue to tilt to the downside in many regions.
Industry Structure and Developments:

The Indian renewable energy sector is the second most attractive renewable energy market in
the world. The country ranks fourth in the world in terms of total installed wind power capacity.
The Union Government scaled-up the target of renewable energy capacity over 5 times to 175
GW by 2022. This includes 100 GW from solar energy, 60 GW from wind energy, 10 GW from bio-
power and 5 GW from small hydropower India's utility solar capacity grew by a whopping 72% in
2017-18 over the previous year, says solar consultancy firm namely Bridge To India in its latest
annual report on the sector. It installed 9.1GW of utility solar against 5.5GW in 2016-17.
Government is on its way to achieving 175 GW target for installed Renewable Energy capacity by
2022. India attains global 4th and 6th position in global Wind and Solar Power installed capacity.
By November 2017, a total of 62 GW Renewable Power installed, of which 27 GW installed since

May 2014 and 11.79 GW since January 2017. Historic Low Tariffs for Solar (Rs. 2.44/ unit)
achieved through transparent bidding and facilitation. Ambitious Bidding Trajectory for 100 GW
capacity of Solar Energy over the next 3 years laid down. Total solar installation was 10.4GW,
the rest comprising rooftop solar plants and off-grid solutions, taking the country’s cumulative
solar capacity to 24.4GW. Solar capacity addition in 2017-18 was higher than that of all other
energy sources, both conventional and renewable, combined, the report notes. In comparison
coal and wind only added 4.6GW and 1.7GW respectively.
The government is playing an active role in promoting the adoption of renewable energy
resources by offering various incentives, such as generation-based incentives (GBIs), capital and
interest subsidies, viability gap funding, concessional finance, fiscal incentives etc. The National
Solar Mission aims to promote the development and use of solar energy for power generation
and other uses, with the ultimate objective of making solar energy compete with fossil-based
29 | P a g e
energy options. The objective of the National Solar Mission is to reduce the cost of solar power
generation in the country through long-term policy, large scale deployment goals, aggressive
R&D and the domestic production of critical raw materials, components and products.
Renewable energy is becoming increasingly cost-competitive as compared to fossil fuel-based
generation.
Ministry is implementing Grid Connected Rooftop and Small Solar Power Plants Programme
which provides for installation of 2100 MW capacity through CFA/ incentive in the residential,
social, Government/PSU and Institutional sectors.
Under the programme, central financial assistance upto 30% of bench mark is being provided for
such projects in Residential, Institutional and Social sectors in General Category States and upto
70% of the benchmark cost in Special Category States. For Government sector, achievement
linked incentives are being provided. Subsidy/CFA is not applicable for commercial and
industrial establishments in private sector.
 So far sanctions for 1767 MWp capacity solar rooftop projects has been issued and around
863.92 MWp capacity has been installed.
 All the 36 State / UT ERCs have now notified net/gross metering regulations and/or tariff
orders for rooftop solar projects
 Concessional loans of around 1375 million US dollars from World Bank (WB), Asian
Development Bank (ADB) and New Development Bank (NDB) have been made available to
State Bank of India (SBI), Punjab National Bank (PNB) and Canara Bank for solar rooftop
projects.
 Suryamitra programme has been launched for creation of a qualified technical workforce and
over11 thousand persons have been trained under the programme.
 An online platform for expediting project, approval, report submission, and monitoring of
RTS projects has been created.
 Initiated geo-tagging of RTS projects, in co-ordination with ISRO, for traceability and
transparency.
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 Launched mobile app ARUN (Atal Rooftop Solar User Navigator) for ease of access of
beneficiaries for request submission and awareness.
 MNRE has allocated Ministry wise expert PSUs for implementation of RTS projects in various
Ministries/Departments.
 Published best practices guide and compendium of policies, regulations, technical standards
and financing norms for solar power projects.
Opportunity and Threats:

Opportunity Threats
o Demand for electricity is expected to o Change in Policy and Regulations
increase at a CAGR of 7 per cent to o New entrants in the market and intense
1,894.7 TWh over the next few years. competition by existing players
o Current production levels are not enough o Technology may become obsolete due to
to meet demand; annual demand outstrips Innovation in Technology
supply by about 7.5 per cent.
o Various reforms being undertaken by the
government are positively impacting
India's power sector. In wake of the
surging domestic coal production, the
country’s power sector is becoming
increasingly stable.
o Liberalized the reformed policy on
renewable energy and FDI Policy.
Outlook:
The need of the hour is to address issues and challenges hampering the growth of solar rooftops
across the country as there are multi fold benefits associated with rooftop solar PV systems. For
a developer if offers reduced land and interconnection costs, higher tariffs due to increasing
commercial and industrial tariffs, and increased profitability. One of the biggest benefits is the
reduction in peak demand during daytime for the Discoms that helps in cutting down the T&D
losses as the power is consumed at the point of generation. Further, commercial benefits in
avoiding investments in transmission system are huge. According to PwC analysis, more than
10,000 MU of electricity will be saved as avoidance of T&D losses alone in year 2022 alone if 40
GW of rooftop PV target is achieved.
Finally and most importantly, it reduces the dependence on grid power, diesel generators and is
a long-term reliable power source for consumers. It has been almost 2 years since India’s
ambitious solar scale up targets were put into place. The progress on implementation till now
has been commendable. We can be confident that the sector has gained significant momentum
and attention to reach a level from where it is very unlikely that its growth will slow down in
the near future.
Risk and Concerns
While the company faces traditional business risks such as un-anticipated labour costs, market
risks such as interest rates, operational risks such as been supplier/distributor problems and
execution challenges and changes in government regulation, no major risks are foreseen.
Additionally, the company continuously monitors business and operations risks through an
efficient risk management system. All Key functions and divisions are independently responsible
to monitor risks associated within their respective areas of operations such as production,
insurance, legal and other issues like health, safety and environment.
Internal Financial Control Systems and their adequacy:
Internal Control system and adequacy Internal Control measures and systems are established to
ensure the correctness of the transactions and safe guarding of the assets. Thus, internal control
31 | P a g e
is an integral component of risk management. The Internal control checks and internal audit
programmers adopted by our Company plays an important role in the risk management feedback
loop, in which the information generated in the internal control process is reported back to the
Board and Management. The internal control systems are modified continuously to meet the
dynamic change. Further the Audit Committee of the Board of Directors reviews the internal
audit reports and the adequacy and effectiveness of internal controls.
Financial Performance and Review of Operations (Amount in `)

Particulars F.Y. 2017-18 F.Y. 2016-17
Revenue From Operations 38,38,96,629 16,69,82,729
Other Income 7,26,279 4,46,879
Total Income 38,46,22,908 16,74,29,671
Less: Total Expenses before Depreciation, Finance Cost and 35,31,49,055 15,89,62,702
Tax
Profit before Depreciation, Finance Cost and Tax 3,14,73,853 84,66,969
Less: Depreciation 13,00,702 9,18,852
Less: Finance Cost 26,79,764 40,40,092
Profit Before Tax 2,74,93,387 35,08,025
Less: Current Tax 78,45,000 10,95,921
Less: Deferred tax Liability (Asset) (3,11,131) (40,799)
Profit after Tax 1,99,59,518 24,52,903
Human Resources
The Company believes in establishing and building a strong performance and competency driven
culture amongst its employees with greater sense of accountability and responsibility. The
Company has taken various steps for strengthening organizational competency through the
involvement and development of employees as well as installing effective systems for improving
their productivity and accountability at functional levels. The Company acknowledges that its
principal asset is its employees. Ongoing in-house and external training is provided to the
employees at all levels to update their knowledge and upgrade their skills and abilities. As on
March 31, 2018, the Company had total 35 full time employees. The industrial relations have
remained harmonious throughout the year.
Cautionary Note
Statements in this Report, describing the Company's objectives, projections, estimates and
expectations may constitute 'forward looking statements' within the meaning of applicable laws
and regulations. Forward looking statements are based on certain assumptions and expectations
of future events. These statements are subject to certain risks and uncertainties. The Company
cannot guarantee that these assumptions and expectations are accurate or will be realized. The
actual results may be different from those expressed or implied since the Company's operations
are affected by many external and internal factors, which are beyond the control of the
management. Hence the Company assumes no responsibility in respect of forward-looking
statements that may be amended or modified in future on the basis of subsequent
developments, information or events.
32 | P a g e
INDEPENDENT AUDITOR’S REPORT
To
The Members of
(Formerly Zodiac Energy Private Limited)
Report on Financial Statements

We have audited the accompanying financial statements of Zodiac Energy Limited (‘the
Company’), which comprise the Balance Sheet as at March 31,2018, the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the
Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these
financial statements that give a true and fair view of the financial position, financial
performance and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to
the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the provisions of the Act
and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing issued by the Institute of
Chartered Accountants of India, as specified under Section 143(10) of the Act. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the
disclosures in the financial statements. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal financial control relevant to the Company’s preparation of the financial
statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of the
accounting policies used and the reasonableness of the accounting estimates made by the
Company’s Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements.
33 | P a g e
Opinion
In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid financial statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the accounting principles generally
accepted in India, of the state of affairsof the Company as at March 31,2018, its profit and its
cash flows for the year ended on that date.
Other Matter
The comparative financial statement of the Company for the year ended March 31, 2017 were
audited by another firm of Chartered Accountants who, vide their report dated June2, 2017,
expressed an unmodified opinion on those Financial Statements.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the
Central Government of India in terms of sub-section (11) of section 143 of the Act, we
give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of
the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purposes of our audit
except that the information in respect of holdings as well as dealings in Specified
Bank Notes (SBN) is not provided.
(b) In our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit and Loss and the Cash Flow statement
dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
(e) On the basis of the written representations received from the directors as on
March 31,2018 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31,2018 from being appointed as a director in terms of
Section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial
reporting of the company and the operating effectiveness of such controls, refer
to our separate report in Annexure B. Our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the company’s internal financial
controls over financial reporting.
(g) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to the explanations given
to us:
(i) The Company does not have any pending litigations having material effect
on its financial position as at March 31,2018;
34 | P a g e
(ii) The Company did not have any long-term contracts including derivative
contracts as at March 31, 2018 for which there were any material
foreseeable losses; and
(iii) There were no amounts which were required to be transferred, to the

Investor Education and Protection Fund by the Company.
For Manubhai& Shah LLP

Firm Reg. No. 106041W/W100136
Place: Ahmedabad (K.M. Patel)

Date: May 23, 2018 Partner
Membership Number: 45740
35 | P a g e
Annexure A to the Independent Auditors’ Report
[Annexure referred to in paragraph 1 under "Report on Other Legal and Regulatory

Requirements” section of our report on financial statements for the year ended March 31, 2018
to the members of Zodiac Energy Limited]
(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the Management during the year
and no material discrepancies were noticed on such verification.
(c) The company does not have immovable properties. Hence reporting requirement
under this clause is not applicable to the company.
(ii) The inventory have been physically verified by the management during the year. In our
opinion, the frequency of such verification is reasonable. The discrepancies noticed on
verification between physical stock and book records were not material and have been
dealt with in books of accounts.
(iii) According to information and explanations given to us, the Company has not granted any
loans, secured or unsecured, to companies, firms, limited liability partnerships or other
parties covered in the register maintained under Section 189 of the Act. Therefore, the
provisions of Clause 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company
and hence not commented upon.
(iv) In our opinion and according to the information and explanation given to us, there are no
loans, investments, guarantees and securities granted in respect of which provisions of
sections 185 and 186 of the Act are applicable and hence not commented upon.
(v) The Company has not accepted deposits within the meaning of Sections 73 to 76 or any
other relevant provisions of the Act and the rules framed there under.
(vi) To the best of our knowledge and as explained, the maintenance of cost records have not
been specified by the Central Government under section 148(1) of the Act. Thus,
reporting under clause 3(vi) of the order is not applicable to the company and hence not
commented upon.
(vii) (a) According to the information and explanations given to us and the records of the
Company examined by us, in our opinion, the Company is generally regular in
depositing the undisputed statutory dues, including provident fund, employees’ state
insurance, sales tax, service tax/Goods and Service Tax, custom duty, excise duty,
value added tax, cess and other material statutory dues, as applicable, with
appropriate authorities.
(b) According to the information and explanations given to us and the records of the
Company examined by us, in our opinion, no undisputed amounts payable in respect
of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Service Tax,
Customs Duty, Excise Duty, Value Added Tax, Cess, Goods and Services Tax, and
other material statutory dues, in arrears as at March 31, 2018 for a period of more
than six months from the date they became payable.
(c) According to the information and explanations given to us, there are no statutory
dues which have not been deposited on account of any dispute.
(viii) To the best of our knowledge and according to information and explanations given to us,
the Company has not defaulted in the repayment of loans to banks and financial
institutions. The Company has not taken any loans from Government or has not issued any
debentures.
36 | P a g e
(ix) According to the information and explanations given to us, the Company raised money by
way of initial public offer of equity shares during the year. The money raised by way of
initial public offer of equity shares and term loans during the year were used for the
purposes for which they were raised
(x) According to the information and explanations given to us, no material fraud by the
Company or on the Company by its officers or employees has been noticed or reported
during the year under audit.
(xi) According to the information and explanations given to us, managerial remuneration has
been paid or provided in accordance with the requisite approvals mandated by the
provisions of Section 197, read with Schedule V to the Act.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of clause
3(xii) of the order are not applicable to the company and hence not commented upon.
(xiii) According to the information and explanations given by the management, transactions
with the related parties are in compliance with sections 177 and 188 of the Act where
applicable and the details have been disclosed in the notes to the financial statements, as
required by the applicable accounting standards.
(xiv) During the year the company has made preferential allotment of fully paid shares in
compliance with the provisions of Section 42 of the Companies Act and the amount raised
have been utilised for the purpose for which it was raised.
(xv) In our opinion and according to the information and explanations given to us, the Company
has not entered into any non-cash transactions with directors or persons connected with
them. Accordingly, the reporting requirement of paragraph 3(xv) of the Order is not
applicable to the Company.
(xvi) According to the information and explanation given to us, the company is not required to
be registered under Section 45- IA of the Reserve Bank of India Act, 1934.

Firm Reg. No. 106041W/W100136

37 | P a g e
Annexure B to the Independent Auditors’ Report
[Annexure referred to in paragraph 2(f) under "Report on Other Legal and Regulatory
Requirements” section of our report on financial statements for the year ended March 31, 2018
to the members of Zodiac Energy Limited]
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 (“the Act”)
We have audited the internal financial controls over financial reporting of Zodiac Energy
Limited (“the Company”), as of 31 March 2018 in conjunction with our audit of the standalone
financial statements of the Company for the year ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal financial
controls based on the internal control over financial reporting criteria established by the
Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of
Chartered Accountants of India (‘ICAI’). These responsibilities include the design,
implementation and maintenance of adequate internal financial controls that were operating
effectively for ensuring the orderly and efficient conduct of its business, including adherence to
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 information, as required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls over
financial reporting based on our audit. We conducted our audit in accordance with the Guidance
Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and
the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of
the Companies Act, 2013, to the extent applicable to an audit of internal financial controls,
both applicable to an audit of Internal Financial Controls and, both issued by the ICAI.
Because of the matter described in Disclaimer of Opinion paragraph below, we were not able to
obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on internal
financial controls system over financial reporting of the company.
Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial
statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
including the possibility of collusion or improper management override of controls, material
38 | P a g e
misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are
subject to the risk that the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial
controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at 31 March 2018, based on the internal control over
financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India.

Firm Reg. No. 106041W/W100136

39 | P a g e
(Formerly Known as Zodiac Energy Private Limited)
CIN : U51909GJ1992PTC017694
Balance Sheet as at March 31, 2018
(Amount in `)
As at March As at March
Particulars Note No.
31, 2018 31,2017
A EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 3 7 31 67 200 88 33 600
(b) Reserves and surplus 4 10 06 13 743 69 10 735
17 37 80 943 1 57 44 335
2 Non Current Liabilities
(a) Long term Borrowings 5 34 89 868 37 39 894
(b) Deferred Tax Liability (Net) 6 - 96 593
(c) Long term provisions 7 21 73 876
56 63 744 38 36 487
3 Current liabilities
(a) Short-term borrowings 8 40 01 036 3 17 46 547
(b) Trade payables 9
Outstanding dues to Micro Small and Medium
Enterprise
Outstanding dues other than to Micro Small and
89 56 090 1 40 16 592
Medium Enterprise
(c) Other current liabilities 10 98 14 211 1 25 11 931
(d) Short Term Provision 12 60 14 231 7 47 501
2 87 85 568 5 90 22 571
TOTAL 20 82 30 255 7 86 03 393
B ASSETS
1 Non-current assets
(a) Property, Plant and Equipment 11 66 53 672 46 04 316
(b) Intangible Assets 11 1 04 561 1 66 370
(c) Long term Loans and Advances 13 34 82 447 23 92 005
(d) Other Non current Asset 14 56 77 001 7 34 611
(e) Deferred Tax Asset(Net) 6 5 13 224 -
1 64 30 905 78 97 302
2 Current assets
(a) Inventories 15 4 77 63 527 1 63 24 837
(b) Trade Receivable 16 10 52 77 812 4 92 15 058
(c) Cash and Bank Balances 17 2 51 92 764 33 67 681
(d) Short-term loans and advances 18 1 35 65 247 17 98 515
19 17 99 350 7 07 06 091
TOTAL 20 82 30 255 7 86 03 393
Significant accounting policies 2
Accompanying notes to the financial statements 3-36
Notes to Financial Statements are integral part of the Financial Statements
As per our report of even date attached
For Manubhai & Shah LLP For and on behalf of the Board of Directors,
Firm Reg. No. 106041W/W100136
(K.M. Patel) Kunjbihari Shah Parul Shah

Partner Managing Director Whole Time Director
Membership Number: 45740 DIN: 00622460 DIN: 00378095
Place: Ahmedabad Shefali Karar Niyati Parikh

Date: May 23, 2018 Chief Financial Officer Company Secretary &
Compliance officer
40 | P a g e
CIN : U51909GJ1992PTC017694
Statement of Profit and Loss for the year ended as at March 31, 2018
(Amount in `)
For the Year For the Year
Particulars Note No. Ended Ended
March 31, 2018 March 31, 2017
1 Revenue from Operations 19 38 38 96 629 16 69 82 792

2 Other Income 20 7 26 279 4 46 879
I Total revenue 38 46 22 908 16 74 29 671
3 Expenses
Cost of Material 21 32 01 17 695 14 39 84 743
Employee benefits expense 22 1 67 04 225 93 63 856
Finance Cost 23 26 79 764 40 40 092
Depreciation and amortisation expense 11 13 00 702 9 18 852
Other expenses 24 1 63 27 135 56 14 103
II Total expenses 35 71 29 521 16 39 21 646
4 Profit before tax (I-II) 2 74 93 387 35 08 025
5 Tax expense:
Current tax 78 45 000 10 95 921
Previous year tax adjustment 2 98 686

-
Deferred Tax Adjustments ( 6 09 817) ( 40 799)
75 33 869 10 55 122
6 Profit for the year (4-5) 1 99 59 518 24 52 903
Earnings per share (Face value of share
Rs. 10 each)
Basic 28
3.81 0.69
Diluted
3.81 0.69
Significant Accounting Policies 2
Accompanying notes to the financial statements 3-36
Notes to Financial Statements are integral part of the Financial Statements
As per our report of even date attached
Firm Reg. No. 106041W/W100136


Compliance officer
41 | P a g e
CIN : U51909GJ1992PTC017694
Cash Flow Statement for the year ended as at March 31, 2018
(Amount in `)
For the year ended For the year ended
Particulars
on March 31,2018 on March 31,2017
(A) Cash flow from Operating Activities:

Net Profit before Tax 2 74 93 387 35 08 025
Adjustments:
Depreciation and assets written off 13 00 702 9 18 852
Interest paid 26 79 764 35 66 380
Interest Income ( 7 26 279) 4 07 625

-
Balances writen off 3 37 740
Foreign exchange fluctution loss 1 68 801 -
Operating profit before working capital changes 3 12 54 115 75 85 632

Adjustments for working capital changes:
(Increase) in Inventories ( 3 14 38 690) ( 31 35 904)
(Increase) in Trade Receivables ( 5 65 69 295) ( 42 17 386)
(Increase)/Decrease in loans and advances ( 1 28 57 173) ( 1 26 24 076)
(Increase) in Other Current Assets - ( 5 04 897)
Increase/(Decrease) in Trade Payables ( 50 60 502) 47 07 580
Increase / (Decrease) in Other Current Liabilities ( 26 97 720) 90 71 003
Increase/(Decrease) in Provisions 10 06 206 ( 6 70 183)
(Increase)/Decrease in Other Non- Current Assets ( 49 42 390) ( 7 34 611)
( 11 25 59 565) ( 81 08 475)
Cash (used in) operations ( 8 13 05 449) ( 5 22 843)
Less : Taxes paid ( 29 65 267) ( 10 95 921)
Net Cash Flow From/(used in) Operating activities ( 8 42 70 716) ( 16 18 764)
(B ) Cash flow from Investing Activities:
Interest Income 7 26 279 4 07 625
Purchase of Fixed assets ( 32 88 249) ( 2 46 349)
Net Cash Flow From/ (used in) Investing activities ( 25 61 970) 1 61 276
(C ) Cash flow from Financing Activities:
Repayment of Long Term Borrowings ( 2 50 026) 67 53 714
Proceeds/(Repayment) from/of Short Term Borrowings ( 2 77 45 511) ( 8 24 977)
Interest paid ( 26 79 764) ( 35 66 380)
Proceeds from issue of share capital 13 93 33 071
Net Cash Flow From Financing activities 10 86 57 769 23 62 357
Net Increase in Cash & Cash Equivalents (A+ B+C) 2 18 25 083 9 04 869
Cash & Cash Equivalents at the beginning of the year 33 67 681 24 62 812
Cash & Cash Equivalents at the end of the year 2 51 92 764 33 67 681
Notes:
1. All figures in brackets represents outflow.
2. The Cash flow Statement has been prepared under ‘Indirect Method’
As per our Audit Report of even date attached
Firm Reg. No. 106041W/W100136

Compliance officer
42 | P a g e
CIN : U51909GJ1992PTC017694
Notes to financial statements for the year ended as at March 31, 2018
1. Background:
Zodiac Energy Limited ('ZEL' or 'the Company') is a public Company domiciled and headquartered
in India. The Company was incorporated on 22/05/1992 as a Private Limited Company and was
listed on Emerge platform of National Stock Exchange of India Limited w.e.f 05/12/2017. The
Company is primarily engaged in installation of Power Generation Plant/Items.
2. Statement of Significant Accounting Policies :
The accounting policies set out below have been applied consistently to the periods presented
in these financial statements.
a. Basis of preparation of Financial Statements :
These interim financial statements are prepared in accordance with Generally Accepted
Accounting principles in India (GAAP) under the historical cost convention on the accrual
basis which is accounted for on realisation basis. GAAP comprises mandatory accounting
standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule
7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent
notified). The accounting policies have been consistently applied by the Company except
where a newly issued Accounting Standard is initially adopted or a revision to an existing
Accounting Standards requires a change in accounting policy hereto in use.
b. Use of Estimates :
The preparation of financial statements in conformity with generally accepted accounting
principles requires management of the Company to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of contingent liabilities at
the date of financial statements and the reported amount of revenues and expenses during
the reporting period. Difference between the actual results and estimates are recognized in
the period in which the results are known/ materialized.
c. Inventories :
Raw materials, Packing materials, stores and spares are valued lower of cost and net
realizable value. Cost of Raw materials, Packing materials, stores and spares is determined
on a First In First Out (FIFO) basis.
d. Property, Plant and Equipment:
(i) Fixed Assets are stated at cost less depreciation. Direct cost comprises of all expenditure
of capital in nature attributable to bringing the fixed asset to working condition for its
intended use and incidental expenses including interest relating to acquisition, until
fixed assets are ready to be put to use.
(ii) Depreciation on fixed assets is provided on the straight line method over the useful lives
of assets as prescribed under Part C to Schedule II to the Companies Act, 2013.
e. Impairment of Assets :
(i) The carrying amounts of assets are reviewed at each balance sheet date if there is any
indication of impairment based on internal/external factors. On such indication, the
recoverable amount of the assets is estimated and if such estimation is less than its
carrying amount, the carrying amount is reduced to its recoverable amount. The
recoverable amount is the greater of the asset’s net selling price and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present
value using weighted average cost of capital. A previously recognized impairment loss is
further provided or reversed depending on changes in circumstances.
(ii) After impairment, depreciation/ amortization is provided on the revised carrying amount
of the asset over its remaining useful life.
43 | P a g e
f. Foreign Currency transactions :
I. Initial Recognition:
Foreign currency transactions are recorded in the reporting currency, by applying to the
foreign currency amount the exchange rate between the reporting currency and the
foreign currency at the date of the transaction.
II. Conversion
Foreign currency monetary items outstanding as on Balance Sheet date are revalued at
exchange rate prevailing on balance sheet date (closing rate). Non-monetary items which
are carried in terms of historical cost denominated in a foreign currency are reported
using the exchange rate at the date of the transaction.
III. Exchange Difference
Exchange differences arising on the settlement of monetary items, or on reporting
monetary items of company at rates different from those at which they were initially
recorded during the year, or reported in previous financial statements, are recognized as
income or as expenses in the year in which they arise.
g. Revenue Recognition :
(i) Sales are recognized on transfer of significant risks and rewards of ownership of the goods
to the buyer which is on dispatch of goods to buyer. Sales figures are net of sales tax,
value added tax, sales returns and adjustment in respect of discounts, rate difference,
etc.
Revenue is recognized to the extent that it is probable that the economic benefits will
flow to the Company and the revenue can be reliably measured.
(ii) Interest :
Interest on bank deposits are recognized on time proportion basis taking into account the
amounts invested and the rate applicable.
(iii) Others :
Other income is recognized on accrual basis.
h. Subsidry:
Government Subsidy is recognised only when there is reasonable assurance that the
company will comply with the conditions attached to them, and the subsidy will be
received.
i. Employee Benefits :
I. Defined Contribution Plan :
Contribution paid/payable to the employees' provident fund is as per statue and are
recognized as expense during the year in which the employees perform the services.
II. Defined Benefit Obligation:
Gratuity liability for eligible employees is defined benefit obligation and are provided
for on the basis of an actuarial valuation on projected unit credit method made at the
end of each financial year. Obligation is measured at the present value of estimated
future cash flows using discounted rate that is determined by reference to market
yields at the Balance Sheet date on Government Securities where the currency and
terms of the Government Securities are consistent with the currency and estimated
terms of the defined benefit obligation. Actuarial gains / losses are immediately taken
to Statement of Profit and Loss.
III. Short term employee benefits:
All employee benefits payable wholly within twelve months of rendering the service
are classified as short term employee benefits and they are recognized in the period in
which the employee renders the related service. The Company recognizes the
undiscounted amount of short term employee benefits expected to be paid in exchange
for services rendered as a liability (accrued expense) after deducting any amount
already paid.
44 | P a g e
j. Segment Reporting:
Segments have been identified and reported taking into account nature of products and
services, the differing risks and returns and the internal business reporting systems.
k. Leases:
Lease, where the lessor effectively retains substantially all the risks and benefits of
ownership of the leased asset during the lease term, are classified as operating leases. Lease
payments under operating lease are recognised as an expense in the profit and loss account
on a straight-line basis over the lease term, considering the renewal terms, if appropriate.
l. Earnings Per Share:
Basic earnings per share (EPS) is calculated by dividing the net profit or loss after tax for the
period attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period. Diluted earnings per share is computed by adjusting the
number of shares used for basic EPS with the weighted average number of shares that could
have been issued on the conversion of all dilutive potential equity shares. The weighted
average number of equity shares and potential equity shares outstanding during the period
and for all the period presented is adjusted for events, such as bonus shares, other than the
conversion of potential equity shares, that have changed the number of equity shares
outstanding, without a corresponding change in resources.
m. Taxes on Income :
Income Tax expense comprises of current tax and deferred tax (charge or credit).
i. Current tax is the amount of tax payable on the taxable income for the year as
determined in accordance with the provision of the Income Tax Act, 1961.
ii. Deferred tax is recognized, on timing differences, being the difference between taxable
income and accounting income that originate in one period and are capable of
subsequent periods. Deferred Tax Assets in respect of unabsorbed depreciation and carry
forward of losses are recognized if there is virtual certainty that there will be sufficient
future taxable income available to realize such losses.
n. Provisions, Contingent Liabilities and Contingent Assets :
i.A provision is recognized when the Company has a present obligation as a result of past
event; 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 are not
discounted to its present value and are determined based on 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
ii. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent
Assets are neither recognized nor disclosed in the financial statements.
o. General :
Any other accounting policy not specifically referred to are consistent with generally accepted
accounting principles.
45 | P a g e
Notes to Financial Statement for the year ended as at March 31, 2018
(Amount in `)
Particulars As At March 31, 2018 As At March 31, 2017
3 Share Capital
a. Authorised Capital
75 00 000 Equity Shares of Rs. 10/- each 7 50 00 000 1 00 00 000
(Previous Year 10 00 000 Equity Shares of Rs. 10/- each)
b. Issued, subscribed and fully paid-up equity Shares
73 16 720 Equity Shares of Rs.10/- each 7 31 67 200 88 33 600
(Previous Year 8 83 360 shares)
c. Reconciliation of number of shares outstanding
No of shares at the beginning of the year 88 33 600 88 33 600
Addition during the year
Issued during the period 6 43 33 600
No. of shares at the end of the period 7 31 67 200 88 33 600
d. Details of shareholders holding more than 5% shares in the Company:

March 31, 2018 March 31, 2017
No. of No. of
Name of Shareholder % of % of
Shares Shares
Holding Holding
held held
Mr. Kunjbihari J. Shah 4,391,520 60.02% 5 17 760 58.59%
Mr. Jugalkishor H. Shah 692,000 9.46% 3 46 000 39.16%
Total 5,083,520 69.48% 8 63 760 97.75%
e. Other details of equity shares for a period of five years immediately preceding March 31, 2018:
Particulars As at March 31, 2018 As at March 31, 2017
Aggregate number of shares allotted as fully paid
bonus shares 26 83 360
f. Terms / Rights attached to equity shares:

Equity shares of Rs. 10 each
i. The Company has only one class of shares referred to as equity shares having a par value of Rs 10 per share.
ii. The equity shares are entitled to receive dividend as declared from time to time.
iii. The voting rights of equity shareholders are in proportion to their share of paid up equity capital of the company.
iv. As per the Companies Act 2013, the holders of equity shares will be entitled to receive residual assets of the
Company, after distribution of all preferential amounts in the event of liquidation of the Company. The
distribution will be in proportion to the number of equity shares held by the shareholders.
(Amount in `)
4 Reserves and Surplus As at March 31, 2018 As at March 31, 2017
Securities Premium
At the commencement of the year
Add: Premium received on issue of shares 10 53 00 000 -
Less: Utilised for bonus shares issued during the year ( 2 34 00 000) -
Less: IPO expenses adjusted ( 34 66 929) -
Balance at the end of the year (A) 7 84 33 071
Surplus as per Statement of Profit and loss
Balance as per last year Financial Statement 69 10 735 44 57 832
Less: Utilised for bonus shares issued during the year ( 34 33 600) -
Gratuity provision ( 12 55 981) -
Add: Net Profit for the year 1 99 59 518 24 52 903
Balance at the end of the year (B) 2 21 80 672 69 10 735
Total (A) +(B) 10 06 13 743 69 10 735
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(Amount in `)
5 Long term Borrowing As at March 31, 2018 As at March 31, 2017
Secured Loan
From Bank (Refer Note Below) 34 89 868 37 39 894
34 89 868 37 39 894
Details of Secured Loans are as under :

Details of Security Repayment Terms O/s Amount Interest Rate
a Mortgage of Property of the Promoter 180 Equal Monthly 35 00 046
A-1204. Siddhi Vinayak Towers, Makaraba, S G Installment starting from -
Highway, Ahmedabad-380051 10/04/2016
b Vehicle Loan secured by First Charge against 60 Equal Monthly 2 41 824
Vehicle Installment starting from -
05/04/2015
(Amount in `)
6 Deferred Tax Asset /Liability: As at March 31, 2018 As at March 31, 2017
Deferred Tax Liability
Depreciation 1 10 065 96 593
1 10 065 96 593
Deferred Tax Assets
Employee benefits 6 23 289 -
6 23 289
Net Deferred tax (asset)/liability ( 5 13 224) 96 593
(Amount in `)
7 Long term provisions: As at March 31, 2018 As at March 31, 2017
Provision for Employee Benefits
Provision for Gratuity (Refer note 25(2)) 21 73 876 -
21 73 876 -
(Amount in `)
8
Short term Borrowings As at March 31, 2018 As at March 31, 2017
Secured
Working Capital Loan from Bank* 40 01 036 56 51 442
Repayable on Demand
From Directors - 2 60 95 105
40 01 036 3 17 46 547
* Working Capital Loan is secured by first charge against Stock, Book Debts and all current assets of the company and
by way of personal guarantee of the director of the company.
(Amount in `)
9 Trade Payables As at March 31, 2018 As at March 31, 2017
Micro, Small and Medium Enterprises - -
Outstanding dues of creditors other than micro
enterprises and small enterprises 89 56 090 1 40 16 592
Total 89 56 090 1 40 16 592
In the absence of any information from vendors regarding registration under the "Micro Small and Medium Enterprise
Act, 2006" the company is unable to comply with the disclosures required to be made under the said Act.
(Amount in `)
10 Other Current Liabilities As at March 31, 2018 As at March 31, 2017
Advance from customers 82 27 547 98 01 088
Current Maturity of Long Term Debt 2 52 002 2 26 499
Security Deposit Margin payable 3 48 750 11 52 493
Unpaid Expense 2 95 953 16 586
Statutory Dues 6 89 959 13 15 265
98 14 211 1 25 11 931
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11. Property, Plant and Equipment
(Amount in `)
Gross Block Depreciation Net Block
Particulars As at As at As at As at As at As at
Additions Deductions During the year Deductions
01/04/2017 31/03/2018 01/04/2017 31/03/2018 31/03/2018 31/03/2017
Tangible assets
Plant & Machinery 29 64 818 0 0 29 64 818 7 23 107 2 06 886 0 9 29 993 20 34 825 22 41 711
Computers 8 16 765 1 46 364 0 9 63 129 7 30 826 66 281 0 7 97 107 1 66 022 85 939
Furniture & Fittings 13 85 176 63 000 0 14 48 176 7 56 992 1 08 533 0 8 65 525 5 82 651 6 28 184
Office Equipments 11 64 141 2 16 228 0 13 80 369 9 14 016 1 92 024 0 11 06 040 2 74 329 2 50 125
Vehicles 25 60 841 27 78 534 0 53 39 375 11 62 484 5 81 048 0 1743531 3595844 1398357
Sub total (A) 88 91 741 32 04 126 0 1 20 95 867 42 87 425 11 547 72 0 54 42 196 66 53 672 46 04 316
Intangible assets
Software 3 47 600 84 123 0 4 31 723 1 81 230 1 45 934 0 3 27 164 1 04 559 1 66 370
Sub total (B) 3 47 600 84 123 0 4 31 723 1 81 230 1 45 934 0 3 27 164 1 04 561 1 66 370
Total Rs. (A+B) 92 39 341 32 88 249 0 1 25 27 590 44 68 655 13 00 706 0 57 69 360 67 58 233 47 70 686
Previous Year 89 92 992 2 46 349 0 92 39 341 35 49 803 9 18 852 0 44 68 655 47 70 686 0
48 | P a g e
(Amount in `)
12 Short Term Provision As at March 31, 2018 As at March 31, 2017
Provision for Employee Benefits
Provision for Gratuity (Refer Note. 25(2)) 88 311 -
Others
Provision for Income Tax (Net of Advance Tax) 59 25 920 7 47 501
60 14 231 7 47 501
(Amount in `)
13 Long Term Loans and Advances As at March 31, 2018 As at March 31, 2017
Security Deposit 34 82 447 23 92 005
34 82 447 23 92 005
(Amount in `)
14 Other Non current Asset As at March 31, 2018 As at March 31, 2017
Fixed Deposit with bank (maturity period of more
than one year) 56 77 001 7 34 611
56 77 001 7 34 611
(Amount in `)
15 Inventories As at March 31, 2018 As at March 31, 2017
Raw Material 4 77 63 527 1 63 24 837
4 77 63 527 1 63 24 837
(Amount in `)
16 Trade Receivable As at March 31, 2018 As at March 31, 2017
Unsecured Considered Good:
Outstanding for less than six months* 7 26 49 847 4 85 04 571
Outstanding for a period exceeding six months# 3 26 27 965 7 10 487
Total 10 52 77 812 4 92 15 058
*Above receivables include receivable from Ministry of New and Renewable Energy and Gujarat Energy
Development Authority amounting to Rs.2,55,51,802 and Rs. 3,87,705 respectively.(Previous year Rs
1,00,47,655 and 15,50,896 respectively)
#Above receivables include receivable from Ministry of New and Renewable Energy amounting to
Rs.2,71,59,195.(Previous Year - Nil)
(Amount in `)
17 Cash and Bank balances As at March 31, 2018 As at March 31, 2017
Cash on hand 3 04 104 10 81 142
Balances with Banks
in current account 1 95 56 378 3 20 674
Other Bank Balances
in Fixed Deposit Account* 53 32 281 19 54 648
In earmarked accounts- Unpaid dividend accounts - 11 217
Total 2 51 92 764 33 67 681
* Fixed Deposits are held as security against performance guarantee
(Amount in `)
18 Short term loan and Advances As at March 31, 2018 As at March 31, 2017
Balance with tax authorities 1 12 00 462 3 00 546
Advance to Employees 1 45 126 2 63 859
Advances recoverable in cash or in kind or value to be
received. 2 32 045 98 050
Advance to supplier 19 87 613 11 36 060
Total 1 35 65 247 17 98 515
(Amount in `)
Particulars
March 31, 2018 March 31, 2017
19 Revenue from Operations
Sale of goods 37 42 32 481 16 04 42 418
Sale of services 96 64 148 65 40 374
38 38 96 629 16 69 82 792
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(Amount in `)
20 Other Income
March 31, 2018 March 31, 2017
Interest Income 7 26 279 4 07 625
Foreign Exchange fluctuation gain - 39 254
Total 7 26 279 4 46 879
(Amount in `)
21 Cost of Material
March 31, 2018 March 31, 2017
Raw Material
Opening Stock 1 63 24 837 1 31 88 933
Add: Purchase and Purchase expenses 35 15 56 385 14 71 20 647
Less: Closing stock of Raw material 4 77 63 527 1 63 24 837
Raw material Consumed 32 01 17 695 14 39 84 743
Consumption details:
Item description 2017-18 2016-17
Panels 14 19 21 525 5 50 73 904
Inverter 2 89 47 926 78 12 275
Cables 69 80 582 30 33 531
D G Set 1 22 32 000 30 46 250
Solar water heater 1 29 348 28 74 264
Others 12 99 06 315 7 21 44 519
Total 32 01 17 695 14 39 84 743
(Amount in `)
Employee Benefits Expense
March 31, 2018 March 31, 2017
Salary 94 53 207 67 99 809
Director Remuneration 55 61 195 24 13 200
22
Staff Welfare expense 2 65 252 75 668
Contribution to Gratuity PF and Other Funds 12 19 571 75 179
Other expenses 2 05 000
Total 1 67 04 225 93 63 856
(Amount in `)
23 Finance Cost
March 31, 2018 March 31, 2017
Bank Charges 7 27 533 4 80 899
Loan Processing Fees 4 45 115 50 000
Interest on Term Loans 4 08 644 18 11 412
Interest on Overdraft 10 98 472 16 97 781
26 79 764 40 40 092
(Amount in `)
24 Other Expenses
March 31, 2018 March 31, 2017
Administrative expenses 12 36 916 7 69 861
Sales Promotion Expenses 74 87 069 13 12 480
Rates and Taxes 49 627 5 11 959
Insurance Premium 1 13 370 29 026
Electricity Expense 2 39 397 1 48 920
Repair & Maintenance 1 617 8 500
Donation 16 200 1 13 500
Travelling Expense 28 88 563 14 44 673
Write off 3 37 740 -
Professional Fees 10 75 665 2 00 864
Filing Fees 8 43 335 600
Stamping Expenses 6 49 711 -
Foreign Exchage fluctuation Loss 1 68 801 -
Miscellaneous Expenses 12 19 124 10 73 720
Total 1 63 27 135 56 14 103
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25 Employee benefits
1) Short term employee benefits:
The liability towards short-term employee benefits for the year ended March 31, 2018 has been recognized in
the Statement of Profit and Loss.
2) Post-employment benefits:
The following disclosures are made in accordance with AS-15 (Revised) pertaining to Defined Benefit Plans:
Year ended
Particulars on March 31, Year ended on March
2018 31, 2017
Net employee benefit expense recognized in Statement of Profit & Loss:
Current service cost 2 31 986 12 55 981
Interest cost on benefit obligation 90 431 -
Net actuarial (gain) / loss recognised in the year ( 2 26 642) -
Past service cost- vested benefit recognized during the period 9 10 431 -
Net benefit expense 10 06 206 12 55 981
Changes in the present value of the defined benefit obligation are as follows:
Opening defined benefit obligation 12 55 981 -
Interest cost 90 431 -
Current service cost 2 31 986 12 55 981
Actuarial (gains) / losses on obligation ( 2 26 642) -
Past service cost- vested benefit recognized during the period 9 10 431 -
Closing defined benefit obligation 22 62 187 12 55 981
Amount Recognised in Balance Sheet:
Defined benefit obligation 22 62 187 12 55 981
Plan Liability 22 62 187 12 55 981
The principal assumptions used in determining gratuity obligation for the Company’s plans are shown
below:
Particulars 2017-18 2016-17
Discount Rate per annum 7.87% 7.20%
Expected salary increase per annum 8.00% 8.00%
Attrition rate 2.00% 2.00%
26 Segment information
The Company is primarily engaged in Installation of Power Generation Plant/Items which is the only primary
reportable segment as per Accounting Standard 17 – Segment Reporting. The Company’s operations are primarily
in India, accordingly there is no reportable secondary geographical segment.
27 Related Party Disclosures:

Related party disclosures as required under the Accounting Standard AS – 18 on “Related Party Disclosures”
notified under Companies Act, 2013 are given below:
i List of Related Parties & Relationship:
(a) Key Managerial Personnel (KMP):
Shri Kunjbihari J .Shah Managing Director
Smt. Parul Shah Wholetime Director
Shri Kamlesh Mistry Wholetime Director
Shri. Bhargav C. Mehta Wholetime Director
Shri Dhaval Shah Director
Shri Jugalkishor H. Shah Director
Shri Kalpesh Joshi Director
(b) Companies controlled by directors or relatives of directors:
Zodiac Projects Private Limited
Zenith Power Projects Private Limited
(c) Enterprise under Control / significant Influence of Key Management Personnel(KMP) or their relatives:
Zodiac Sima Solar Energy LLP
ii Transactions with Related Parties:
Companies / Enterprise controlled by
KMP
Particulars directors / relative of directors
2017-18 2016-17 2017-18 2016-17
Purchase of Materials
Zenith Power Projects
1 87 92 057
Private Limited - - -
Sale of Material
Zenith Power Projects
42 63 138 1 24 84 225
Private Limited - -
51 | P a g e
Loan Taken
K J Shah 3 32 40 355 2 50 10 943 - -
Parul K Shah 29 89 628 6 80 000 - -
Loan Repaid
K J Shah 5 86 19 766 41 20 620 - -
Parul K Shah 37 13 745 20 520 - -
Managerial Remuneration
Shri K J Shah 18 00 000 8 64 000 - -
Smt. Parul Shah 13 50 000 7 62 000 - -
Shri Kamlesh Mistry 10 50 000 7 87 200 - -
Shri. Bhargav C. Mehta 12 00 000 - - -
Directors' Sitting Fees
Shri. Dhaval Shah 85 000 - - -
Shri J.H. Shah 75 000 - - -
Shri Kalpesh Joshi 45 000 - - -
iii Balance at the end of the year
K J Shah - 2 53 07 934 - -
Parul K Shah 69 628 7 87 170 - -
28 Earning Per Share:

Particulars 2017-18 2016-17
Net profit for the year attributable to Equity Shareholders (in Rs) 1 99 59 518 24 52 903
Weighted average number of equity shares of face value of Rs. 10 each
52 41 378 35 66 720
outstanding during the year (in No)
Basic and diluted Earning Per Share of Rs. 10 each 3.81 0.69
(Amount in `)
29 Contingent liabilities and capital commitments
Particulars
As at March As at March
31,2018 31,2017
Bank Guarantees issued by bankers and outstanding 1 20 01 312 1 00 64 974
(Amount in `)
30 Value of Imports on C.I.F. Basis:
Particulars As at March As at March
31,2018 31,2017
Purchase of raw material 1 81 59 649 7 63 907
(Amount in `)
31 Earning in foreign currency:
Particulars As at March As at March
31,2018 31,2017
FOB Value of exports 6 20 579 1 16 821
32 Pursuant to Accounting Standard (AS-19) - Leases, the following information is given:

A Assets Given on operating lease:
The Company does not have any assets given on operating lease during the reporting period.
B Assets taken on operating lease:
The Company has taken certain immovable properties on an operating lease basis. The lease rentals are payable
by the Company on a monthly basis.
Future minimum lease rentals payable as at March 31, 2018 as per the lease agreements:
Particulars As at
March As at March 31,2017
31,2018
Not later than one year 6 00 000
-
52 | P a g e
33 Public issue of shares during the year:
The equity shares of the Company were listed on Emerge Platform of National Stock Exchange of India Limited
(NSE Emerge) w.e.f. 05/12/2017. Pursuant to Initial Public offering (IPO), 19,50,000 equity shares of Rs 10 each
were allotted at a premium of 42 per share . The details of utilisation of IPO proceeds are as follows
Objects of the Utilised till Pending
Particulars
issue 31/03/2018 Utilisation
Funding working capital requirements of our Company 7 95 00 000 7 95 00 000
-
General corporate purposes (Including IPO related
2 19 00 000 2 19 00 000
expenses ) -
Total Net Proceeds 10 14 00 000 10 14 00 000
-
34 In the opinion of the Board, the current assets, loans and advances are approximately of the value stated, if realized in
the ordinary course of the business, provision for depreciation and all known liabilities are adequate and not in excess
of the amount reasonable necessary.
35 The comparative financial information of the Company for the year ended March 31, 2017 were audited by another firm
of Chartered Accountants who, vide their report dated June 2, 2017, expressed an unmodified opinion on those
Financial Statements.
36 Previous year figures have been regrouped/reclassified to make them comparable with those of current year.
Firm Reg. No. 106041W/W100136


Compliance officer
53 | P a g e
NOTICE OF 26TH ANNUAL GENERAL MEETING
NOTICE is hereby given that the 26th (Twenty-Sixth) Annual General Meeting (AGM) of the
Members of Zodiac Energy Limited (“the Company”) will be held on Saturday, September 22,
2018 at 03:00 P.M.at Seminar Room, Ahmedabad Management Association, Torrent-AMA
Management Centre, Core-AMA Management House, ATIRA Campus, AMA Complex,Dr. V S Marg,
Vastrapur, Ahmedabad 380 015 to transact the following businesses:
Ordinary Businesses:-
1. Adoption of Financial Statements:
To receive, consider and adopt audited financial statement of account for the financial year
ended on March 31, 2018 and the reports of the Directors’ and the Auditors’ thereon.
2. Appointment of Mr. Kunjbihari Shah (DIN 00622460) as director liable to retire by
rotation:
To appoint a Director in place of Mr. Kunjbihari Shah (DIN 00622460), who retires by rotation
and, being eligible, seeks re-appointment.
Explanation: Based on the terms of appointment, executive directors and the non-executive are
subject to retirement by rotation. Mr. Kunjbihari Shah (DIN 00622460), who was appointed as
Managing Director for the current term, and is the longest-serving member on the Board, retires
by rotation and, being eligible, seeks re-appointment.
To the extent that Mr. Kunjbihari Shah (DIN 00622460) is required to retire by rotation, he
would need to be reappointed as such. Therefore, shareholders are requested to consider and if
thought fit, to pass the following resolution as an ordinary resolution:
“RESOLVED THAT, pursuant to the provisions of Section 152 and other applicable provisions of
the Companies Act, 2013, the approval of the members of the Company be, and is hereby
accorded to the reappointment of Mr. Kunjbihari Shah (DIN 00622460) as such, to the extent
that he is required to retire by rotation.”
Special Businesses:-
3. Appointment of Mr. Dhaval Shah (DIN 07933310) as Non-Executive Independent Director
of the Company:
To consider and if thought fit, to pass with or without modification, following resolution as an
Ordinary resolution
“RESOLVED THAT, pursuant to Section 149, 152, Schedule IV and other applicable provisions of
the Companies Act, 2013 and the Rules made thereunder, Mr. Dhaval Shah (DIN 07933310), who
was appointed as an Additional (Non-Executive Independent) Director of the Company by the
Board of Directors with effect from September 08, 2017 and who holds office till the date of this
AGM, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the Company
has received a notice in writing from a member under Section 160 of the Companies Act, 2013
signifying his intention to propose Mr. Dhaval Shah (DIN 07933310) as a candidate for the office
of a director of the Company, be and is hereby appointed as an Non-Executive Independent
Director of the Company for a period up to September 7, 2022, not liable to retire by rotation.”
4. Appointment of Mr. Kalpesh Joshi (DIN 07210197) as Non-Executive Independent
Director of the Company:
Ordinary resolution
“RESOLVED THAT, pursuant to Section 149, 152, Schedule IV and other applicable provisions of
the Companies Act, 2013 and the Rules made thereunder, Mr. Kalpesh Joshi (DIN 07210197),
who was appointed as an Additional (Non-Executive Independent) Director of the Company by
the Board of Directors with effect from September 08, 2017 and who holds office till the date of
this AGM, in terms of Section 161 of the Companies Act, 2013, and in respect of whom the
Company has received a notice in writing from a member under Section 160 of the Companies
54 | P a g e
Act, 2013 signifying his intention to propose Mr. Kalpesh Joshi (DIN 07210197) as a candidate for
the office of a director of the Company, be and is hereby appointed as an Non-Executive
Independent Director of the Company for a period up to September 7, 2022, not liable to retire
by rotation.”
5. Appointment of Mr. Jugalkishor Shah (DIN 01356966) as a Non - Executive Director of the
Company
Ordinary resolution
“RESOLVED THAT pursuant to the provisions of Section 152 and any other applicable provisions
of the Companies Act, 2013 (”the Act”) and the Rules made there under (including any statutory
modification(s) or re-enactments thereof for the time being in force), Mr. Jugalkishor Shah (DIN
01356966), who was appointed as an Additional Director of the Company with effect from
September 08, 2017 by the Board of Directors and who holds office up to the date of this Annual
General Meeting of the Company under Section 161 of the Companies Act, 2013 (the Act) but is
eligible for appointment and in respect of whom the Company has received a notice in writing
under Section 160 of the Act from a Member proposing her candidature for the office of
Director, be and is hereby appointed as a Non - Executive Director of the Company, liable to
retire by rotation.”

A-1204, Siddhi Vinayak Towers, Off S G For, ZODIAC ENERGY LIMITED
Highway, Makarba, Vejalpur ,
Ahmedabad 380051 Kunjbihari Shah
Place: Ahmedabad Managing Director
Date: August 28, 2018 DIN 00622460
55 | P a g e
Notes for Shareholders for AGM:
1. The relative Explanatory Statements pursuant to Section 102 of the Companies Act, 2013
(“Act”) setting out material facts concerning the special business under Item No.3 to 5 of
the Notice, is annexed hereto.
2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to
appoint a proxy to attend and vote instead of himself/herself and the proxy need not be
a Member of the Company.
A person can act as proxy on behalf of Members not exceeding 50 (fifty) and holding in the
aggregate not more than 10% of the total share capital of the Company. In case a proxy is
proposed to be appointed by a Member holding more than 10% of the total share capital of
the Company carrying voting rights, then such proxy shall not act as a proxy for any other
person or shareholder.
The instrument appointing the proxy, duly completed, must be deposited at the Company’s
registered office not less than 48 hours before the commencement of the meeting (on or
before September 20, 2018, 3:00 p.m.). A proxy form for the AGM is enclosed. Proxies
submitted on behalf of limited companies, societies etc., must be supported by appropriate
resolutions / authority, as applicable.
During the period beginning 24 hours before the time fixed for the commencement of
Meeting and ending with the conclusion of the Meeting, a Member would be entitled to
inspect the proxies lodged at any time during the business hours of the company, provided
that not less than three days of notice in writing is given to the Company.
3. Members/Proxies should bring their Attendance slip duly signed and completed for attending
the meeting. The signature of the attendance slip should match with the signature(s)
registered with the Company. Members holding shares in dematerialized form are requested
to bring their Client ID and DP ID numbers for identification.
4. Corporate members intending to send their authorized representatives to attend the
meeting are requested to send a certified copy of the board resolution authorizing their
representative to attend and vote on their behalf at the meeting.
5. In case of joint holders attending the meeting together, only holder whose name appearing
first will be entitled to vote.
6. The Register of Members and Share Transfer Books of the Company will be closed from
Saturday, September 15, 2018 to Saturday, September 22, 2018 (both days inclusive) same
will be re-opened from Sunday, September 23, 2018 onwards.
7. The route map showing directions to reach the venue of the 26th AGM is provided at the end
of this Notice.
8. The Notice of the AGM along with the Annual Report 2017-18 is being sent by electronic
mode to those Members whose e-mail addresses are registered with the Company /
Depositories, unless any Member has requested for a physical copy of the same. For Members
who have not registered their e-mail addresses, physical copies are being sent by the
permitted mode. Members may note that this Notice and the Annual Report 2017-18 will also
be available on the Company’s website viz. www.zodiacenergy.com.
9. The Company has not declared any dividend. Further, the Company does not have any
unpaid or unclaimed dividend amount outstanding as on the closure of financial year 2017-
18. Therefore, the Company is not required to upload the details of Unpaid and unclaimed
dividend amounts.
Further, during the year, the Company has not transferred any amount to fund established
under Section 125 of the Companies Act, 2013.
10. The Register of Directors and Key Managerial Personnel and their shareholding, maintained
under Section 170 of the Companies Act, 2013, will be available for inspection by the
members at the Annual General Meeting.
11. The Register of Contracts or Arrangements in which Directors are interested, maintained
under Section 189 of the Companies Act, 2013, will be available for inspection by the
members at the Annual General Meeting.
56 | P a g e
12. Members seeking any information with regard to the accounts are requested to write to the
Company at least seven days prior, so as to enable the Management to keep the information
ready at the Annual General Meeting.
13. In pursuance of the provisions of Section 108 of the Act and the Rules framed there under, as
amended from time to time, the Company is exempted from giving the Members, the facility
to cast their vote electronically, through the remote e-voting services on the resolutions set
forth in this Notice. However, voting through permitted mode under the Companies Act,
2013 will be allowed at the venue of Annual General Meeting.
14. All documents specifically referred to in this Notice are opened for inspection at the
registered office of the Company between 02.00 p.m. and 04.00 p.m. on all working days
(except Saturdays, Sundays and Holidays) up to the date of AGM.
15. The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), of the person
seeking appointment or re-appointment as Director under Item No. 2 to 5 of the Notice are
provided hereunder;
Name of Director Mr. Kunjbihari Shah Mr. Dhaval Shah
Date of Birth May 14, 1967 November 30, 1981
Date of Appointment at current Originally appointed as Director Appointed as Additional
term and designation w.e.f. June 22, 1992. Re- (Independent) Director w.e.f
designated as Managing Director September 8, 2017.
w.e.f. September 08, 2017 for a
period of 5 years.
Qualifications Bachelor of Engineering Bachelor of Commerce, Bachelor
(Mechanical Branch) of Law, Chartered Accountant
and Chartered Financial Analyst
(USA), Chartered Accountant and
Bachelor of Commerce.
Expertise in Specific Functional He is a Bachelor of Engineering He has an overall professional
Areas (Mechanical Branch). He is one of experience of around 11 years in
the Promoters of our Company the fields of Credit and Risk
and has the distinction of leading Management, Relationship
the Company. He is having more Management, Corporate Banking,
than 25 years of experience in Investment Banking, Stressed
field of energy with Asset Management, Credit Rating,
specialization in captive and co- Accounting and Audit. He secured
generation power plants. He has 9th All India Rank in CA Final
worked extensively in the Examination held in May, 2006
designing, engineering and and has also secured 49th All
construction of captive power India Rank in CA Professional
plants of more than 100 MW, Examination- II held in May, 2003.
large scale solar power plants He is a proprietor of firm M/s
and energy efficiency Dhaval R Shah & Co, a firm of
measurements. Nonetheless he is Chartered Accountants.
also working in solar energy
spectrum since 2009 in land
selection, design, supply,
installation, commissioning and
O&M of large and small ground
and roof mounted solar power
plants and other form of
renewable energy.
List of Public Limited Nil Nil
Companies in which
Directorships held
57 | P a g e
Chairman / Member of the Members – 2 Committees Member- 1 Committee
Committees* of the Board of Chairman – 1 Committee
Directors of the Public Company
Inter-se relationship with other He is Son of Jugalkishor Shah, -
Directors^ Non-Executive Director, and
Husband of Parul Shah, Whole
Time Director.
No. of Shares held 43,91,520 -
Name of Director Mr. Kalpesh Joshi Mr. Jugalkishor Shah

Date of Birth October 13,1967 October 10, 1940
Date of Appointment at current Appointed as Additional Appointed as Additional (Non-
term and designation (Independent) Director w.e.f Executive) Director w.e.f.
September 8, 2017. September 8, 2017.
Qualifications Bachelor of Engineering Senior Secondary Class (S.S.C)
(Mechanical)
Expertise in Specific Functional He holds a degree of Bachelor of He is the business person all
Areas Engineering (Mechanical). He has along his life. He joined his
worked with Ingersoll Rand India father‘s family business of
Limited, Ahmedabad, USA Multi commodities and spices in the
National Company, for 17 years in year 1958 at the age of 18 years
various capacities in Purchase, and successfully carried out it till
Supply chain, Strategic Sourcing the year 1992. In the year 1992,
and International Sourcing he handed over the same to his
function. In February 2011, he younger brothers and floated our
Joined ITT Corporation India company along with his son Mr.
Private Limited, Savali, as a head Kunjbihari Shah. He was looking
of sourcing and Supply chain. He after administration and purchase
has managed ITT‘s local and department of the company till
Global procurement for various the year 2010 and in the year
other countries like USA, UK, 2010, he took retirement from
Mexico, Brazil and Korea till June active participation in the day to
2015. He has overall experience day affairs of the company. He
of almost 17 Years in various has joined our Company as Non-
capacities in Purchase, Supply Executive Promoter Director and
Chain, Strategic Sourcing and will continue to guide the
International Sourcing Function. company by his valuable
experience.
List of Public Limited Loyal Equipments Limited Nil
Companies in which
Directorships held
Chairman / Member of the Member – 3 Committees Nil
Committees* of the Board of Chairman – 1 Committee
Directors of the Public Company
Inter-se relationship with other - Father of Mr. Kunjbihari Shah,
Directors^ Managing Director Father in Law
of Ms. Parul Shah, Whole-Time
Director
No. of Shares held 6,92,000
*Committee includes the Audit Committee and Stakeholders’ Grievance Committee
^ in accordance with SEBI (ICDR) Regulations, 2009 and the Companies Act, 2013
58 | P a g e
Specific Attention of the Members is drawn to the followings:
1. The members who holds shares of the Company in Physical form are informed that the
company is in process of updating records of the shareholders in order to reduce the physical
documentation as far as possible. In line with new listing agreement, it is mandatory for all
the investors including transferors to complete their KYC information. Hence, members are
requested to update and intimate their PAN, phone no., e-mail id and such other
information to the Company’s Registrars and Transfer Agents, Link Intime India Private
Limited (“LIPL”). Members are further requested to update their current signature in LIPL
system. The Performa of updation of Shareholder information is provided at the end of
Annual Report.
2. To prevent fraudulent transactions, members are advised to exercise due diligence and
notify the Company of any change in address or demise of any member as soon as possible.
Members are also advised not to leave their demat account(s) dormant for long period of
time. Periodic statement of holdings should be obtained from the concerned Depository
Participant and holdings should be verified.
3. Members holding shares in dematerialized form are requested to intimate all changes
pertaining to their bank details such as bank account number, name of the bank and branch
details, MICR code and IFSC code, mandates, nominations, power of attorney, change of
address, change of name, e-mail address, contact numbers, etc., to their depository
participant (DP). Changes intimated to the DP will then be automatically reflected in the
Company’s records which will help the Company and the Company’s Registrars and Transfer
Agents to provide efficient and better services.
4. The Securities and Exchange Board of India (“SEBI”) has mandated the submission of
Permanent Account Number (PAN) by every participant in securities market. Members
holding shares in electronic form are, therefore, requested to submit the PAN to their
depository participants with whom they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN details to LIPL.
5. Members holding shares in physical form are requested to consider converting their holdings
to dematerialized form to eliminate all risks associated with physical shares and for ease of
portfolio management. Members can contact LIPL for assistance in this regard.
6. Members holding shares in physical form, in identical order of names, in more than one folio
are requested to send to LIPL, the details of such folios together with the share certificates
for consolidating their holdings in one folio. A consolidated share certificate will be issued to
such Members after making requisite changes.
7. As per the provisions of Section 72 of the Act, the facility for making
nomination/nominations is available for the Members in respect of the shares held by them.
Members who have not yet registered their nomination are requested to register the same by
submitting Form No. SH-13. The Nomination Form can be obtained from the LIPL. Members
holding shares in physical form may submit the same to LIPL. Members holding shares in
electronic form may submit the same to their respective depository participant.
8. The Company is concerned about the environment and utilizes natural resources in a
sustainable way. We request every member to update their email address with concerned
Depository Participant and BSPL to enable us to send you the communications via email.
59 | P a g e
Route map to the venue of Annual General Meeting
60 | P a g e
EXPLANATORY STATEMENT
(Pursuant to Section 102 (1) of the Companies Act, 2013 and Secretarial Standard 2 on General
Meetings)
Item No. 3 - Appointment of Mr. Dhaval Shah (DIN 07933310) as Non-Executive Independent
Director of the Company:
The Board of Directors, at its meeting held on September 08, 2017, appointed Mr. Dhaval Shah
(DIN 07933310) as an Additional (Non-Executive Independent) Director of the Company with
effect from September 08, 2017, pursuant to Section 161 of the Companies Act, 2013, read with
Article 102 of the Articles of Association of the Company.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Dhaval Shah (DIN
07933310) will hold office up to the date of the ensuing AGM. The Company has received notice
in writing under the provisions of Section 160 of the Companies Act, 2013, from a member,
proposing the candidature of Mr. Dhaval Shah (DIN 07933310) for the office of Non-Executive
Independent Director, to be appointed as such under the provisions of Section 149 of the
The Company has received from Mr. Dhaval Shah (DIN 07933310) (i) consent in writing to act as
director in Form DIR 2 pursuant to Rule 8 of Companies(Appointment & Qualification of
Directors) Rules 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment &
Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-
section (2) of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that
he meets the criteria of independence as provided in Sub-section (6) of Section 149 of the
The resolution seeking the approval of members for the appointment of Mr. Dhaval Shah (DIN
07933310) as Non-Executive Independent Director of the Company for a period up to September
7, 2022 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and
the Rules made thereunder. He will not be liable to retire by rotation.
In the opinion of the Board, Mr. Dhaval Shah (DIN 07933310), the Independent Director proposed
to be appointed, fulfills the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and he is independent of the Management. A copy of the draft letter for the
appointment of Mr. Dhaval Shah (DIN 07933310) as Non-Executive Independent Director setting
out the terms and conditions is available for inspection without any fee by the members at the
Company's registered office during normal business hours on working days up to the date of the
AGM. Relevant details of Mr. Dhaval Shah (DIN 07933310) as required under Regulation 36(3) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), is given under note no.15 of the notice.
No director, key managerial personnel or their relatives, except Mr. Dhaval Shah (DIN
07933310), to whom the resolution relates, are interested or concerned in the resolution.
The Board recommends the resolution set forth in Item no. 3 for the approval of the members.
Item No. 4 - Appointment of Mr. Kalpesh Joshi (DIN 07210197) as Non-Executive
Independent Director of the Company:
The Board of Directors, at its meeting held on September 08, 2017, appointed Mr. Kalpesh Joshi
(DIN 07210197) as an Additional (Non-Executive Independent) Director of the Company with
effect from September 08, 2017, pursuant to Section 161 of the Companies Act, 2013, read with
Article 102 of the Articles of Association of the Company.
Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Kalpesh Joshi (DIN
07210197) will hold office up to the date of the ensuing AGM. The Company has received notice
in writing under the provisions of Section 160 of the Companies Act, 2013, from a member,
proposing the candidature of Mr. Kalpesh Joshi (DIN 07210197) for the office of Non-Executive
Independent Director, to be appointed as such under the provisions of Section 149 of the
61 | P a g e
The Company has received from Mr. Kalpesh Joshi (DIN 07210197) (i) consent in writing to act as
director in Form DIR 2 pursuant to Rule 8 of Companies(Appointment & Qualification of
Directors) Rules 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment &
Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2)
of Section 164 of the Companies Act, 2013, and (iii) a declaration to the effect that he meets the
criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.
The resolution seeking the approval of members for the appointment of Mr. Kalpesh Joshi (DIN
07210197) as Non-Executive Independent Director of the Company for a period up to September 7,
2022 pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the
Rules made thereunder. He will not be liable to retire by rotation.
In the opinion of the Board, Mr. Kalpesh Joshi (DIN 07210197), the Independent Director proposed to
be appointed, fulfills the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and he is independent of the Management. A copy of the draft letter for the appointment
of Mr. Kalpesh Joshi (DIN 07210197) as Non-Executive Independent Director setting out the terms and
conditions is available for inspection without any fee by the members at the Company's registered
office during normal business hours on working days up to the date of the AGM. Relevant details of
Mr. Kalpesh Joshi (DIN 07210197) as required under Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), is given under note no.15 of
the notice.
No director, key managerial personnel or their relatives, except Mr. Kalpesh Joshi (DIN 07210197), to
whom the resolution relates, are interested or concerned in the resolution.
Item No. 5 - Appointment of Mr. Jugalkishor Shah (DIN 01356966) as Non-Executive
Independent Director of the Company:
The Board of Directors of the Company, in their Board Meeting held on September 08, 2017 has
appointed Mr. Jugalkishor Shah as an Additional (Non-Executive) Director of the Company w.e.f.
September 08 ,2017 under Section 161 of the Act and applicable Articles of the Company’s Articles
of Association.
In terms of Section 161 of the Act, Mr. Jugalkishor shah (DIN 01356966) will hold office only up to
the date of the forthcoming AGM but is eligible for appointment as a Director. A notice under
Section 160 of the Act has been received from a Member signifying its intention to propose
appointment of Mr. Jugalkishor shah (DIN 01356966) as a Non Executive Director.
The Company has received from Mr. Jugalkishor shah (DIN 01356966) (i) consent in writing to act as
director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors)
Rules 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of
Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164
of the Companies Act, 2013. Relevant details of Mr. Jugalkishor shah (DIN 01356966) as required
under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”), is given under note no.15 of the notice. The Board of Directors is of
the view that the appointment of Mr. Jugalkishor shah (DIN 01356966) as Non - Executive Director
of the Company.
No director, key managerial personnel or their relatives, except Mr. Jugalkishor Shah (DIN
01356966), Mr. Kunjbihari Shah and Mrs. Parul Shah, to whom the resolution relates, are interested
or concerned in the resolution.

A-1204, Siddhi Vinayak Towers, Off S G For, ZODIAC ENERGY LIMITED
Highway, Makarba, Vejalpur ,Ahmedabad
380051 Kunjbihari Shah
Place: Ahmedabad Managing Director
Date: August 28,2018 DIN 00622460
62 | P a g e
To,
Dear Shareholder(s),
Ref: Zodiac Energy Limited (CIN: U51909GJ1992PLC017694)
Sub: Updation of Shareholder Information
The Securities and Exchange Board of India vide Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated April 20,
2018 has mandated submission of Permanent Account Number (PAN) and bank account details of all securities holders
holding securities in physical form. Further, SEBI has given a notification on June 8th, 2018 stating that physical
transfer of shares will be allowed until December 4th, 2018 vide Circular No. SEBI/LAD/NRO/GN/2018/24. Hence,
kindly send your shares for transfer before December 4th, 2018 or demat your shares with your Depository Participant
at any time after updating your KYC information with us. Kindly submit the following details and documents to the
address mentioned below within 21 days of receipt of this communication. As per our records, your folio needs to
be updated with the PAN / Complete Bank details so that the investments held by you are in compliance with the
aforementioned circular.
Registered Folio No.:

Mobile No.
Email Id
Name of the first/sole shareholder

Address:
Bank Name of First Holder
Branch Address & Branch
Bank Account Number
Account Type Saving Current Cash Credit Others

(Please tick the option) ( √)
MICR No.
IFSC Code
Name Permanent Identification Number Signature

1.
2.
3.
I/We hereby, declare that the particulars given above are correct and complete. I/We, further undertake to inform
the Company of any subsequent change(s) in the above particulars.
Note:
1. Please fill in the information in CAPITAL LETTERS in ENGLISH ONLY.
2. Original Copy of this letter, duly filled, shall be sent to Link Intime India Private Limited (Unit –ZODIAC
ENERGY LIMITED) at 5th Floor, Amarnath Business Centre-1, (ABC-1), Beside Gala Business Centre, Nr.
St. Xavier’s College Corner, Off C.G Road, Ellisbridge, Ahmedabad- 380 006.
3. Kindly enclose:-
a. Copy of Self attested Pan Cards of all the shareholder(s) i.e. all joint shareholders
b. Copy of address proof of First Holder (Preferably Aadhar Card)
c. Copy of cancelled cheque of First Holder
63 | P a g e
ZODIAC ENERGY LIMITED
CIN: U51909GJ1992PLC017694
Regd. Off: A-1204 ,Siddhi Vinayak Towers ,Off S G Highway, Makarba, Vejalpur, Ahmedabad 380051
Phone: +91-79- 29704116;E-mail:cs@zodiacenergy.com Web: www.zodiacenergy.com
ATTENDANCE SLIP
Regd. Folio No./DP Id No.*/Client Id No.*
(*Applicable for investor holding shares in electronic
form.)
No. of Shares held
Name and Address of the First Shareholder
(IN BLOCK LETTERS)
Name of the Joint holder (if any)
I/we hereby record my/our presence at the 26th Annual General Meeting of Zodiac Energy Limited held on Saturday, September
22,2018 at 03.00 P.M. at Seminar Room, Ahmedabad Management Association, Torrent-AMA Management Centre, Core-AMA
Management House,ATIRA Campus, AMA Complex,Dr. V S Marg, Vastrapur, Ahmedabad 380 015
______________________________________ ___________________________
Member’s/Proxy’s Name in Block Letters Member’s/Proxy’s Signature
Notes: Please fill up this attendance slip and hand it over at the entrance of the venue of meeting. Members are requested to bring
their copies of the Annual Report to the AGM.
-------------------------------------------------------------Please tear here------------------------------------------------------
PROXY FORM
(Form No. MGT-11 - Pursuant to section 105(6) of the Companies Act, 2013 Rules made thereunder)
Name of the member(s)

Registered Address
E-mail Id
Folio No/Client Id
I/We, being the member (s) of....................................shares of the above named company, hereby appoint
1. Name:_________________________________________________________________________________________________________
Address:_______________________________________________________________________________________________________
E-mail Id:________________________________ Signature: _________________________________________________or failing him
2. Name:_________________________________________________________________________________________________________
Address:_______________________________________________________________________________________________________
E-mail Id:________________________________ Signature: _________________________________________________or failing him
3. Name:_________________________________________________________________________________________________________
Address:_______________________________________________________________________________________________________
E-mail Id:________________________________ Signature: ________________________________________________or failing him
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual General Meeting of Zodiac Energy
Limited held on Saturday, September 22,2018 at 03.00 P.M at Seminar Room, Ahmedabad Management Association, Torrent-AMA
Management Centre, Core-AMA Management House,ATIRA Campus, AMA Complex,Dr. V S Marg, Vastrapur, Ahmedabad 380 015and/or
any adjournment thereof in respect of such resolutions as are indicated below:
Resolution No. Resolution Vote (Optional see Note 2)
(Please mention no. of shares
Ordinary businesses For Against Abstain
1. To receive, consider and adopt audited financial statement of account for
the financial year ended on March 31, 2018 and the reports of the
Directors’ and the Auditors’ thereon.
2. To appoint a Director in place of Mr. Kunjbihari Shah (DIN 00622460), who
retires by rotation and being eligible, seeks re-appointment.
Special businesses
3. Appointment of Mr. Dhaval Shah (DIN 07933310) as Non-Executive
Independent Director of the Company
4. Appointment of Mr. Kalpesh Joshi (DIN 07210197) as Non-Executive
Independent Director of the Company
5. Appointment of Mr. Jugalkishior Shah (DIN 01356966) as Non-Executive
Director of the Company
Signed this..............................day of..................2018 Affix
Revenue
____________________ ______________________ Stamp of not
Signature of shareholder Signature of Proxy holder(s) less than
Rs. 1
Note:
1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the registered office of the
Company, not less than 48 hours before the Annual General Meeting (on or before September 26, 2017 at 04:00 p.m.)
2. It is optional to indicate your preference. If you leave the ‘for’, ‘against’ or ‘abstain’ column blank against any or all of the
resolutions, your proxy will be entitled to vote in the manner as he/she may deem appropriate.
64 | P a g e

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ZODIAC

Date: October 01 , 2018

Respected Sir I Ma'am,

Sub: Submission of Annual Report for FY 2017-18

Ref: ZODIAC ENERGY LIMITED (SYMBOL: ZODIAC)

For, Zodiac Energy Limited

Encl :-Annual Report

Key Performance Highlights:

Total Revenue Profit before Tax (PBT)

Profit After Tax Networth

Stakeholders’ Relationship Committee Mr. Kalpesh Joshi – Chairman

Nomination and Remuneration Committee Mr. Dhaval Shah – Chairman

Date of No. of Committee1 No. of

1) Registration and Other Details:

Registration Date : May 22,1992

Name of the Company : Zodiac Energy Limited

Whether listed Company : Yes

Electric power generation using solar energy 35105 93.14%

Electric power generation by non-coal based

3) Particulars of Holding, Subsidiary and Associate Companies:

Holding/ Subsidiary / % of shares Applicable

4) Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity):

a) Individual/ HUF - 8,83,360 8,83,360 100.00 52,99,920 - 52,99,920 72.44 (27.56)

Sub-Total (A)(1): - 8,83,360 8,83,360 100.00 52,99,920 - 52,99,920 72.44 (27.56)

B. Public Share Holding

i. Indian - - - - 1,55,491 - 1,55,491 2.13 2.13

HUF - - - - 1,40,000 400 1,40,400 1.92 1.92

Clearing Members - - - - 1,06,000 0 1,06,000 1.45 1.45

Sub-Total (B)(2): - - - - 20,00,400 16400 20,16,800 27.57 27.56

II. Shareholding of Promoters & Promoters Group:

Kunjbihari 5,26,760 59.63 Preferentia

Parul Shah 6200 0.70 Preferentia

* As per the record of the Company.

Anilbhai - - 29-Dec-17 50,000 Market Buy 50,000 0.68

02-Feb-18 4000 Market Buy 80,000 1.09 80,000 1.09

Shona Jayesh - - 29-Dec-17 40,000 Market Buy 40,000 0.55

02-Feb-18 4000 Market Buy 80,000 1.09 80,000 1.09

Magic Share - - 19-Jan-18 80,000 Market Buy 80,000 1.09

09-Feb-18 (8000) Sell 58,000 0.79 58,000 0.79

Shitalbhai 200 0.04 Bonus

22-Dec-17 80,000 Market Buy 1,30,400 1.78

12-Jan-18 (80,000) Sell 50,400 0.69 50,400 0.69

Ashok Ramniklal - - 08-Sep-17 20,000 Market Buy 20,000 0.27

29-Dec-17 4000 Market Buy 26,000 0.35

30-Dec-17 (2000) Sell 24,000 0.33

05-Jan-18 (2000) Sell 22,000 0.30

12-Jan-18 (4000) Sell 18,000 0.25

02-Feb-18 6000 Market Buy 24,000 0.33 24,000 0.33

ANS Pvt Limited - - 15-Dec-17 10,000 Market Buy 10,000 0.14

30-Dec-17 (2000) Sell 8000 0.11

05-Jan-18 2000 Market Buy 10,000 0.14

12-Jan-18 6000 Market Buy 16,000 0.22

19-Jan-18 2000 Market Buy 18,000 0.25 18,000 0.25

Beeline Broking - - 15-Dec-17 1,06,000 Market Buy 1,06,000 1.45

29-Dec-17 2000 Market Buy 22,000 0.30

05-Jan-18 (4000) Sell 18,000 0.25 18,000 0.25

Meenaben - - 15-Dec-17 6000 Market Buy 6000 0.08

12-Jan-18 6000 Market Buy 14,000 0.19 14,000 0.19

02-Feb-18 4000 Market Buy 10,000 0.14

09-Feb-18 4000 Market Buy 14,000 0.19 14,000 0.19

Kunjbihari Shah 5,26,760 59.63 Preferential

Parul Shah 6200 0.70 Preferential