zotaAR 2017 2018

Lzoto' healthcare ltd.
August 16,2018
To,
The Manager
Listing Department,
The National Stock Exchange of lndia Lifnited
Exchange Plaza,
Bandra Kurla ComPlex,
Bandra (E), Mumbai - 400051
Trading Symbol: ZOTA
Sub: Annual RePort 2017'18
Ref: Regulation 34 of sEBl (listing obligations & Disclosure Requirements)

Regulations, 2015
Dear Sir/ Madam,
AsperrequirementsofReSulation34ofthesEBl(Listingobligations&DisclosureRequirements)
and approved in the
Regulations, 2015, the Annual Report 201-7-18 of the Company has been adopted
1g,h Annual General Meeting of the Company held on Saturday, the 11'h August, 2018 at 11:00 A.M at
The southern Gujarat chamber of commerce & lndustry, 1" floor, 'samruddhi Hall" Makkai Pool,
Na npu ra, Surat - 395001, Gujarat.
The copy ofthe Annual Report 2017-18 is enclosed herewith'
This is for your information and record.
Tha nking you,
Yours faithfully,
For Zota Health Care Limited

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(Company secretary & Compliance Officer)
Place: Surat
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INSIDE THE
DOCUMENT
04 - 13 CORPORATE REVIEW
Our Journey
About Us
Management Speak
Q&A with Management
Zota Health Care In Numbers
Financial Highlights
14 - 62 MANAGEMENT REPORTS
Corporate Information
Notice of Annual General Meeting
Director’s Report
Management Discuss And Analysis
71 - 115 FINANCIAL SECTION

Audit report
Financial Statements
E-voting particulars
14
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr. Ketankumar Chandulal Zota - Chairman
Mr. Moxesh Ketanbhai Zota - Managing Director
Mr. Himanshu Muktilal Zota - Whole-time Director
Mr. Manukant Chandulal Zota - Whole-time Director
Mr. Kamlesh Rajnikant Zota - Whole-time Director
Mrs. Varsaben Gaurang Mehta - Non-Executive Independent Director
Mr.Saileshkumar Sevantilal Shah - Non-Executive Independent Director
Mr. Mahesh Mavjibhai Prajapati - Non-Executive Independent Director
COMPANY SECRETARY& COMPLIANCE OFFICER AUDIT COMMITTEE

CS Ashvin Variya Saileshkumar Sevantilal Shah - Chairman
Varsaben Gaurang Mehta - Member
STATUTORY AUDITOR Himanshu Muktilal Zota - Member
M/s D. S. M & Co.
Chartered Accountant NOMINATION & REMUNERATION COMMITTEE
5-D, Pradakshina, Pratistha Complex, Varsaben Gaurang Mehta - Chairman
Parle Point, Mahesh Mavjibhai Prajapati - Member
Surat - 395007 Saileshkumar Sevantilal Shah - Member
Ph. No. 0261- 3019434
STAKEHOLDER’S SHAREHOLDERS & INVESTOR
REGISTER & TRANSFER AGENT GRIEVANCES COMMITTEE
Satellite Corporate Services Pvt. Ltd. Mahesh Mavjibhai Prajapati - Chairman
Category I Registrar to Issue & Share Transfer Agents Himanshu Muktilal Zota - Member
Unit No. 49, Bldg No. 13-A-B, 2nd Floor Manukant Chandulal Zota - Member
Samhita Commercial Co-Op. Soc. Ltd,
Off Andheri Kurla Lane, MTNL Lane, CORPORATE SOCIAL RESPONSIBILITY
Sakinaka, Mumbai-400072 COMMITTEE
Ph. No.: 02228520461/462 Himanshu Muktilal Zota - Chairman
Tele Fax: 022 28511809 Ketankumar Chandulal Zota - Member
REGISTERED OFFICE
“ZOTA HOUSE”, 2/896, Hira Modi Street, INTERNAL AUDITOR’S
Sagrampura, Surat– 395002 Suresh I Surana & Associates
Ph. No.: 0261 2331601 Pradeep K. Singhi & Associates
Email: info@zotahealthcare.com
Website: www.zotahealthcare.com
Tele Fax: 0261 2346415
BANKER TO THE COMPANY

Axis Bank Limited
State Bake of India
18TH ANNUAL GENERAL MEETING

Date: 11th August, 2018
Time: 11:00 A.M.
Venue: The Southern Gujarat Chamber of Commerce & Industry
1st floor, ‘Samruddhi Hall’, Makkai Pool, Nanpura, Surat – 395001, Gujarat
15
NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given of the 18th Annual General Meeting of the members of Zota Health Care
Limited will be held on Saturday, the 11th day of August, 2018 at The Southern Gujarat Chamber of
Commerce & Industry, 1st floor, ‘Samruddhi Hall’, Makkai Pool, Nanpura, Surat – 395001, Gujarat at
11:00 A.M. to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the company for the
financial year ended on 31st March, 2018, together with the Reports of the Board of
Directors and Auditor thereon.
2. Declaration of dividend on equity shares @30% i.e. Rs. 3/- per share.
3. To appoint a Director in place of Mr. Kamlesh Rajnikant Zota, Whole Time Director (Holding
DIN-00822705), who retire by rotation in terms of section 152(6) of the Companies Act, 2013
and being eligible, seeks re-appointment.
4. Ratification of Statutory Auditor and authorize directors to approve their remuneration and
in this regards, to consider and if through fit, to pass with or without modification(s), the
following resolution as an Ordinary Resolution:
“RESOLVED THAT further to the resolution passed at the 17th Annual General Meeting held
on 10th August, 2017 for the appointment of M/s D.S.M. & Co, Chartered Accountant as a
statutory auditor and pursuant to provisions of section 139(1)& 142 of Companies Act, 2013
read with Companies Amendment Act, 2017 as of now there is no requirement of annual
ratification of appointment of statutory auditor but under the resolution passed in 17 th
Annual General Meeting it is require to annually ratify appointment of statutory auditor
hence Company is seeking members consent for ratification of appointment of a statutory
auditor.”
“RESOLVED FURTHER THAT the tenure of statutory auditor shall be remain same as per
resolution passed in 17th Annual General Meeting i.e. form the conclusion of 17th Annual
General Meeting till the conclusion of 22nd Annual General meeting but from next year no
annual ratification for appointment of a statutory auditor shall be done. “
SPECIAL BUSINESS:
5. To consider and if through fit, to pass with or without modification, the following resolution
as a Special Resolution:
on 30th September, 2014 for the remuneration payable to Mr. Himanshu Muktilal Zota,
Whole Time Director (DIN: 01097722) and pursuant to provisions of Sections 197 read with
Schedule V of the Companies Act, 2013 and other applicable provisions of the Companies
Act, 2013 (“Act”) and the rules made there under (including statutory modification and re-
16
enactment thereof for the time being in force), the consent of the Members of the Company,
be and is hereby accorded for revision in the remuneration payable to Mr. Himanshu
Muktilal Zota, Whole Time Director of the Company with effect from 1 stAugust, 2018 for the
remaining period of his present term of appointment upto 31 st March, 2020, Company shall
pay to Mr. Himanshu Muktilal Zota remuneration of Rs. 150,000/- per months and
commission of 0.1% of annual turnover of the Company.”
“RESOLVED FURTHER THAT all other term of appointment shall be same as per his original
appointment made in 14th Annual General Meeting held on 30th September, 2014.”
“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby
authorized to do all acts and take all such steps as may be necessary, proper or expedient to
give effect to this resolution.”
on 30th September, 2014 for the remuneration payable to Mr. Kamlesh Rajnikant Zota,
be and is hereby accorded for revision in the remuneration payable to Mr. Kamlesh
Rajnikant Zota, Whole Time Director of the Company with effect from 1stAugust, 2018 for the
remaining period of his present term of appointment upto 31st March, 2020, Company shall
pay to Mr. Kamlesh Rajnilkant Zota remuneration of Rs. 150,000/- per months and
on 30th September, 2014 for the remuneration payable to Mr. Manukant Chandulal Zota,
17
be and is hereby accorded for revision in the remuneration payable to Mr. Manukant
Chandulal Zota, Whole Time Director of the Company with effect from 1 stAugust, 2018 for
the remaining period of his present term of appointment upto 31st March, 2020, Company
shall pay to Mr. Manukant Chandulal Zota remuneration of Rs. 150,000/- per months and
on 10th August, 2017 for the remuneration payable to Mr. Moxesh Ketanbhai Zota, Managing
Director (DIN: 07625219) and pursuant to provisions of Sections 197 read with Schedule V of
the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 (“Act”)
and the rules made there under (including statutory modification and re-enactment thereof
for the time being in force), the consent of the Members of the Company, be and is hereby
accorded for revision in the remuneration payable to Mr. Moxesh Ketanbhai Zota, Managing
Director of the Company with effect from 1stAugust, 2018 for the remaining period of his
present term of appointment upto 06th October, 2021, Company shall pay to Mr. Moxesh
Ketanbhai Zota remuneration of Rs. 150,000/- per months and commission of 0.1% of
annual turnover of the Company.”
appointment made in 17th Annual General Meeting held on 10th August, 2017.”
Place: Surat By order of the Board

Date: 06.07.2018 for ZOTA HEALTH CARE LIMITED
Sd/-
Ashvin Variya
Company Secretary & Compliance Officer
18
Notes:
a. The relevant explanatory statement pursuant to section 102 of the Companies Act, 2013 for
item no. 5, 6, 7 & 8 are annexed herewith.
b. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS
ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON POLL ON HIS/ HER BEHALF. AND
THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to Section 105 of
Companies Act, 2013, a person can act as proxy on behalf of not more than fifty members
holding in aggregate, not more than ten percent of the total share capital of the Company.
Members holding more than ten percent of the total share capital of the Company may
appoint a single person as a proxy who shall not act as a proxy for any other member. The
instrument of proxy, in order to be effective, should be deposited at the registered office of
the Company, duly completed and signed, not letter than forty eight hours before the
commencement of the meeting. A proxy form is annexed to this report. Proxies submitted
on behalf of limited Companies, Societies, etc, must be supported by an appropriate
resolution / authority, as applicable.
c. Corporate Members intending to send their authorized representative to attend the Annual
General Meeting, pursuant to Section 113 of the Companies Act, 2013 are requested to
send to the Company, a certified copy of relevant Board resolution together with the
respective specimen signatures of those representative(s) authorized under the said
resolution to attend and vote on their behalf at the meeting.
d. Register of Members and Share Transfer Books of the Company shall remain closed from
Saturday, the 04st day of August, 2018 to Saturday, the 11th day of August, 2018 (both day
inclusive) for determining the names of Members eligible for dividend on Equity Shares if
any, declared at the meeting and for annual general meeting.
e. All documents referred in the notice and accompany explanatory statements are open for
inspection at the Registered Office of the Company during office hours on all days except
Sunday & Public holidays between 11:00 a.m. and 1.00 p.m. up to the date of Annual
General Meeting.
f. The dividend on Equity Shares of the Company as recommended by the Board of
Directors of the Company, when approved at the Annual General Meeting of the
Company, will be made payable within 30 days of the date of declaration i.e. Saturday,
the 11 t h August, 2018 to the Company’s Equity Shareholders, whose names stand
registered on the Company’s Register of Members:
a. As Beneficial Owners as at the end of business hours on 03 r d August,2018 as per
the list provided by National Securities Depository Limited and Central Depository
Services (India) Limited in respect of the shares held in the electronic form and
b. As Members in the Register of Members of the Company after giving effect to valid
transfers in physical form lodged with the Company before 04th August, 2018”.
g. Members holding shares in demat form are hereby informed that the bank particulars
registered with their respective Depository Participants, with whom they maintain their
demat accounts; will be used by the Company for the payment of dividend. The Company or
its registrar cannot act on any request received directly from the Members holding in demat
form for any change of bank particulars. Such changes are to be intimated only to the
Depository Participants of the Members. Members holding shares in demat form are
requested to intimate any change in their address and/or bank mandate immediately to
their Depository Participants.
h. Members holding shares in physical form are requested to notify following details to
Registrar and Transfer Agent (RTA) of the Company Satellite Corporate Services Pvt. Ltd. Unit
No. 49, Bldg No. 13-A-B, 2nd Floor, Samhita Commercial Co-Op. Soc. Ltd, Off Andheri Kurla
Lane, MTNL Lane, Sakinaka, Mumbai - 400 072
19
i) Bank details for receiving dividend in bank accounts (for those shareholder who
have not given bank details to the Company)
ii) E-mail id (for receiving notices and annual reports through e-mail id.)
iii) Any change in address (application form is available at website of the Company
www.zotahealthcare.com under investor relation tab.)
iv) PAN card copy for the record of the Company as required under the Guidelines of
the SEBI.
i. Members who are having shares in physical mode and want to register as a nominee as per
Section 72 of the Companies Act, 2013 are requested to send from SH-13 for nomination or
form SH-14 for cancelation of nomination. Form SH-13 and SH-14 are available on
Company’s website www.zotahealthcare.com under investor relation tab.
j. To save environment and cost of the Company, Copies of Annual Report will not be
distributed to the members at the venue of the AGM. Members are requested to bring their
copies of Annual Report at the time of Annual General Meeting.
k. The details of directors appointment or re-appointment as required under Regulation 36(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as below:
Particulars Kamlesh Rajnikant Zota
DIN No. 00822705
Date of Birth 30/05/1974
Date of Appointment 01/04/2015
on current position
Qualification Bachelor in Pharmacy
Expertise in specific Mr. Kamlesh Rajnikant Zota has done Bachelor in Pharmacy
functional areas from Gujarat University. He has starting his carrier as a Sr.
Technical Assistant in Torrent Pharma Ltd in the year 1995 after
that he has worked as a Production Officer at Unique
Pharmaceuticals Laboratories and subsequently joined our
Company at the time of its incorporation, thus having an
aggregate experience of around 23 years in the Pharmaceutical
Industry. He has played lead role in getting regulatory approval
for various facilities like NAFDAC, TFDA, FMHACA, PPD, NMRA,
etc.He is looking after various business matters of the Company
like factory management, work related to FDCA for domestic
products as well as for export products, WHO certification,
trademark and patent registration, customs and export
documentation, pharmaceutical related regulatory compliances,
etc.
List of other NIL
Companies in which
directorship is held as
on 31st March, 2018
Chairman/ Member of NIL
Committee of other
Company
No. of Shares Held 1409074
l. E-voting:
i) Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20
of Companies (Management and Administration) Rule, 2014 members holding
20
shares either in physical mode or dematerialization mode are entitled to exercise

their vote through electronic mode.
ii) Company shall also providing voting through ballot papers which are provided at the
Annual General Meeting. Members who have not voted through e-voting are entitled
to cast their vote though ballot papers.
iii) The members who have voted though e-voting are also entitled to attend the
meeting but not entitled to vote at the meeting.
iv) The Board of Directors of the Company has appointed Mr. Ranjit Kejriwal, Practicing
Company Secretary as a scrutinizer, for conducting voting and poll during the Annual
General Meeting and to oversee voting process.
v) The Cut-off date for the purpose of e-voting is Friday, the 03rd day of August, 2018.
Members whose names are appearing on Register of Members on Friday, the 03 rd
day of August, 2018 are entitled to vote through e-voting.
vi) The e-voting facility will be start from Wednesday, the 08th day of August, 2018 and
will end on Friday, the 10h day of August, 2018 Members can vote from 9:30 a.m. to
5:00 p.m. during the above mentioned period.
m. Poll at the Annual General Meeting:
i) First of all items of the notice will be discussed then the Chairman of the Meeting will
order poll for that items. Poll is conducted under the supervision of the scrutinizer
appointed for e-voting and poll.
ii) The members whose names are appear as on Friday, the 03 rd day of August, 2018 in
the Register of Members are entitled for the voting on poll in the meeting.
iii) Scrutinizer decision on validity of vote will be final.
n. The Prominent land mark near Southern Gujarat Chamber of Commerce & Industry is Dutch
Garden. Map and Venue of AGM is as follows:
21
EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013
Item No. 5:
Mr. Himanshu Muktilal Zota (DIN: 01097722) was re-appointed as a Whole Time Director of the
Company in 14th Annual General Meeting held on 30th September, 2014 for the tenure of five years
starting from 1st April, 2015 to 31st March, 2020. Further, in the aforementioned annual general
meeting Members of the Company by way of special resolution approved remuneration payable to
Mr. Himanshu Muktilal Zota.
Brief Profile of Mr. Himanshu Muktilal Zota
Mr. Himanshu Muktilal Zota has been awarded with degree of Diploma in Pharmacy from the Board
of Technical Examinations on behalf of the Government of Maharashtra. He began his journey in the
Pharmaceutical Industry in the year 1994 at a Distributor Medical Agency and subsequently has
been associated with our Company since the time of its incorporation, thus having an aggregate
experience of around 24 years in the Pharmaceutical Industry. He has played an instrumental role in
initiating and managing Zota Health Care Limited and also played important role in transforming
Zota Health Care Limited into one of the fastest growing Companies in Pharma sector. He is looking
after various business matters of the Company like strategy formulation, taxation and accounting
related matters, overall management, planning and implementation of new projects, forecasting of
upcoming changes in pharma sectors. He is also playing vital role in planning and implementation of
Company’s esteemed project DAVAINDIA.
Keeping in view of his experience and expertise in pharma sector Board is of a view that his present
remuneration and not sufficient and need to increase his remuneration. Therefore Board is hereby
sought Members approval for increasing remuneration for the remaining tenure of Mr. Himanshu
Muktilal Zota.
Except Mr. Himanshu Muktilal Zota, none of Directors and KMPs and their immediate relatives are
concerned or interested in the proposed resolution. Board of Directors of the Company
recommended passing resolution set out in Item No. 5 of this notice.
Item No. 6:
Mr. Kamlesh Rajnikant Zota (DIN: 00822705) was re-appointed as a Whole Time Director of the
Mr. Kamlesh Rajnikant Zota.
Brief Profile of Mr. Kamlesh Rajnikant Zota
Mr. Kamlesh Rajnikant Zota has done Bachelor in Pharmacy from Gujarat University. He has starting
his carrier as a Sr. Technical Assistant in Torrent Pharma Ltd in the year 1995 after that he has
worked as a Production Officer at Unique Pharmaceuticals Laboratories and subsequently joined
our Company at the time of its incorporation, thus having an aggregate experience of around 23
years in the Pharmaceutical Industry. He has played lead role in getting regulatory approval for
22
various facilities like NAFDAC,TFDA, FMHACA, PPD, NMRA, etc.He is looking after various business
matters of the Company like factory management, work related to FDCA for domestic products as
well as for export products, WHO certification, trademark and patent registration, customs and
export documentation, pharmaceutical related regulatory compliances, etc.
Keeping in view of his experience and expertise in manufacturing as well as pharmaceutical

regulatory Board is of a view that his present remuneration and not sufficient and need to increase
his remuneration. Therefore Board is hereby sought Members approval for increasing remuneration
for the remaining tenure of Mr. Kamlesh Rajnikant Zota.
Except Mr. Kamlesh Rajnikant Zota, none of Directors and KMPs and their immediate relatives are
concerned or interested in the proposed resolution. Board of Directors of the Company
recommended passing resolution set out in Item No. 6 of this notice.
Item No. 7:
Mr. Manukant Chandulal Zota (DIN: 02267804) was re-appointed as a Whole Time Director of the
Mr. Manukant Chandulal Zota.
Brief Profile of Mr. Manukant Chandulal Zota
Mr. Manukant Chandulal Zota has done Masters of Science Degree in Mathematics from Sardar
Patel University, Gujarat. He has been associated with the Zota Group since the year 1995 and
subsequently has been associated with our Company since its incorporation and thus has an
aggregate experience of around 24 in the Pharmaceutical Industry. He is entrusted with the
responsibility of dealing with the daily accounting activities of our Company. He is also looking after
overall management and CSR activities and its implementation.
Keeping in view of his experience Board is of a view that his present remuneration and not sufficient
and need to increase his remuneration. Therefore Board is hereby sought Members approval for
increasing remuneration for the remaining tenure of Mr. Manukant Chandulal Zota.
Except Mr. Manukant Chandulal Zota and Mr. Ketankumar Chandulal Zota none of Directors and
KMPs and their immediate relatives are concerned or interested in the proposed resolution. Board
of Directors of the Company recommended passing resolution set out in Item No. 7 of this notice.
Item No. 8:
Mr. Moxesh Ketanbhai Zota (DIN: 07625219) was appointed as a Managing Directors of the
Company in 17th Annual General Meeting held on 10th August, 2017 for the tenure of five years
starting from 07th October, 2016 to 06th October, 2021. Further, in the aforementioned annual
general meeting Members of the Company by way of special resolution approved remuneration
payable to Mr. Moxesh Ketanbhai Zota.
Brief Profile of Mr. Moxesh Ketanbhai Zota

23
Mr. Moxesh Ketanbhai Zota has done Bachelor of Pharmacy from Gujarat University and also
awarded with degree of Master of Science (MBA) in international market and business management
from BPP University, United Kingdom. He is young entrepreneur and associated with the Company
since last 4 years. He is looking after overall management, export business, strategy formulations for
new project implementation, research on future scenario of pharmaceutical market, development of
business in foreign countries, product registration in foreign countries, etc.
Keeping in view of his experience and expertise in export business as well as business development
skills Board is of a view that his present remuneration and not sufficient and need to increase his
remuneration. Therefore Board is hereby sought Members approval for increasing remuneration for
the remaining tenure of Mr. Moxesh Ketanbhai Zota.
Except Mr. Moxesh Ketanbhai Zota and Mr. Ketankumar Chandulal Zota none of Directors and KMPs
and their immediate relatives are concerned or interested in the proposed resolution. Board of
Directors of the Company recommended passing resolution set out in Item No. 8 of this notice.
24
DIRECTOR’S REPORT
Your directors are please to present their Annual Report along with the Audited statement of Accounts for the
year ended on 31st March, 2018.
F INA NC I AL RE SUL T S ( Rs. in L a khs)

Particulars For the year ended 31- For the year ended
03-2018 31-03-2017
Revenue from operations 7785.15 7158.00
Other Income 151.86 5.64
Profit before tax and Exceptional Items 1136.22 836.17
Exceptional Items 2.04 0
Profit before Taxation 1134.18 836.17
Income Tax 403.74 286.58
Deferred Tax 3.67 -4.52
Profit after Taxation 726.77 554.11
DIVIDEND
The Board is pleased to recommend a dividend of 30% i.e. Rs.3 per equity share for the financial year 2017-
18.The dividend if approved by the members will be paid to the members within time limit defined in the
Companies Act, 2013.
TRANSFER TO RESERVE
The company does not propose to transfer any amount to General Reserves.
STATEMENT OF COMPANY’S AFFAIRS

 During the year, revenue of the Company increased by 10.80% i.e. from Rs.7163.64 lakhs to Rs.7937.01
lakhs backed by strong growth in export business.
 Profit before tax increase 35.64% i.e. from Rs.836.17 lakhs to Rs. 1134.18 lakhs.
 Profit after tax increase by 31.16% i.e. from Rs.554.11 lakhs to Rs.726.77 lakhs backed by lower interest
costs and higher other income.
 During the year, Company has entered into retail pharmacy segment by DAVAINDIA “the Retail Generic
Pharmacy Chain”. Under this business segment Company is projecting to develop 3000 DAVAINDIA generic
retail stores. In DAVAINDIA Company has launched Generic, Nutraceutical, GYM and Cosmetics products.
MATERIAL CHANGES
There are no Material change occurred between the end of the financial year of the company to which the
financial statements related and the date of the report, which is affecting the financial position of the company.
STATUTORY AUDITORS
Members of the Company in 17th Annual General Meeting of the Company appointed M/s D.S.M & Co.,
Chartered Accountant as a statutory auditor of the Company for the tenure of five years starting from the
conclusion of 17th Annual General Meeting till the conclusion of 22nd Annual General Meeting subject to annual
ratification by members. Now, pursuant to provisions of section 139(1) of the Companies Act, 2013 read with
Companies Amendment Act, 2017 there is no requirement of annual ratification of appointment of a statutory
auditor but as per the resolution passed in 17th Annual General Meeting of the Company it is requires to ratify
the appointment of statutory auditor. Hence, Board hereby proposes for ratification of appointment of M/s
D.S.M & Co, Chartered Accountant as a statutory auditor of the Company. Further, after this ratification no
further ratification of appointment of statutory auditor shall be done and M/s D.S.M & Co., Chartered
Accountant shall hold office as a statutory auditor of the Company till the conclusion of 22 nd Annual General
Meeting of the Company.
25
EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the
Companies (Management and Administration) Rules, 2014 in Form MGT-9 is annexed herewith for your kind
perusal and information. (Annexure - 1)
COMMENTS ON AUDITOR’S REPORT

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

The Board of Directors comprises of eight directors out of which one is Non-Executive Chairman, one is
Executive Managing Director, three are Executive Whole Time Directors and remaining three are Non-Executive
Independent Directors. As on date of this report Board of Directors of the company is as follows:
Name of Directors Category & Designation
Mr. Ketankumar Chandulal Zota Non-Executive Chairman
Mr. Moxesh ketanbhai Zota Executive Managing Director
Mr. Himanshu Muktilal Zota Executive Whole Time Director
Mr. Manukant Chandulal Zota Executive Whole Time Director
Mr. Kamlesh Rajnikant Zota Executive Whole Time Director
Mr. Saileshkumar Sevantilal Shah Non-Executive Independent Director
Mrs. Varsaben Gaurang Mehta Non-Executive Independent Director
Mr. Mahesh Mavjibhai Prajapati Non-Executive Independent Director
Pursuant to Sections 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of the
directors are liable to retire by rotation, and if eligible offer themselves for re-appointment. In this Annual
General Meeting Mr. Kamlesh Rajnikant Zota, Whole-time Director of the Company is liable to retire by rotation
and being eligible to offer himself for re-appointment.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013
are as follows:
Mr. Viral Mandviwala Chief Financial Officer
Mr. Ashvin Variya Company Secretary
MEETING OF THE BOARD OF DIRECTORS:

During the year, there were nine Board meetings held. Details of the same are as follows:
Sr. No. Date of Meeting Board Strength No. of Director Present
1 12/04/2017 8 8
2 18/04/2017 8 8
3 06/05/2017 8 8
4 30/05/2017 8 7
5 28/06/2017 8 7
6 12/07/2017 8 7
7 07/09/2017 8 7
8 14/11/2017 8 8
9 03/02/2018 8 8
26
Deposits
During the year, Company has not accepted any deposits from public within the meaning of the Section 73 of
the Companies Act, 2013.
RELATED PARTY TRANSACTION

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

With reference to Section 134(3) (g) of the Companies Act, 2013, loans, guarantees and investments made
under section 186 of the Companies Act, 2013 are as under:
Sr. Date of Name of the Company Purpose of Transaction Amount involved in

No. transaction Transaction
1 Earlier year Prime Co-op .Bank Investment in equity shares 100
CORPORATE SOCIAL RESPONSIBILITY

On recommendation of Corporate Social Responsibility Committee Board has formulated Corporate Social
Responsibility Policy and adopted the same. The detailed CSR policy of the Company is available on the link
http://www.zotahealthcare.com/images/cms/cmsfile/Corporate_Social_Responsibility_Policy.pdf. Details of CSR
activities carried out by the Company are as per Annexure - 3. Corporate Social Responsibility Committee
constituted by the Company has met two times during the last year. A detail of the meeting of CSR committee is
as follows:
Sr. No. Date of Meeting Strength of Committee No. of Members Present

1 15/06/2017 3 3
2 21/03/2018 3 3
DECLARATION BY INDEPENDENT DIRECTORS

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

Company has formulated nomination and remuneration committee comprising three non-executive directors
Composition of the Committee is as follows:
Mrs. Varsaben Gaurang Mehta - Chairman & Member
Mr. Mahesh Mavjibhai Prajapati - Member
Mr. Saileshkumar Sevantilal Shah - Member
During the year, three meetings of the nomination and remuneration committee were held. Details of the
Meetings are as follows:
1 15/06/2017 3 3
2 04/07/2017 3 3
3 08/02/2018 3 3
(i) Term of Reference of the Committee
 To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment
and removal and shall carry out evaluation of every Director’s performance.
27
 To formulate the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key
Managerial Personnel and other employees.
 The Nomination and Remuneration Committee shall, while formulating the policy ensure that:
(i) the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate Directors of the quality required to run the Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(iii) remuneration to Directors, Key Managerial Personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long-term performance
objectives appropriate to the working of the company and its goals:
 Regularly review the Human Resource function of the Company.
 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by
the Board from time to time.
 Make reports to the Board as appropriate.
 Review and reassess the adequacy of this charter periodically and recommend any proposed changes
to the Board for approval from time to time.
 Any other work and policy, related and incidental to the objectives of the committee as per provisions
of the Act and rules made there under.
(ii) Remuneration Policy:

(a) Remuneration to Executive Directors:
The remuneration paid to executive directors of the Company is recommended by the Nomination and
Remuneration Committee of the Company and then Board of the Company approve in their duly held
meeting. The remuneration of executive directors are decided by considering various criteria like
qualification, experience, responsibilities, value addition to the Company and financial position of the
Company. Board is taking permission of the members if required at any time for paying remuneration to
executive directors.
(b) Remuneration to Non-Executive Directors:
Company is not paying any remuneration to non-executive and independent directors of the Company.
The detailed remuneration policy of the Company is available on the below link:
http://www.zotahealthcare.com/images/cms/cmsfile/Policy_on_Appointment_and_Remuneration_for_Direct
ors,_Key_Managerial_Personnel_and_Senior_Management_Employee.pdf
AUDIT COMMITTEE:
Pursuant to requirement of Section 177(1) of the Companies Act, 2013 Company has formulated Audit
Committee. Composition of the Audit Committee is as follows:
Mr. Saileshkumar Sevantilal Shah - Chairman & Member
Mrs. Varsaben Gaurang Mehta - Member
Mr. Himanshu Muktilal Zota - Member
During the year, Audit Committee has met four times details of the same are as follows:
1 23/05/2017 3 3
2 14/06/2017 3 3
3 14/11/2017 3 3
4 03/02/2018 3 3
The term of references of audit committee are to recommend for appointment of statutory auditor, approve
related party transactions, examination of financial statements and auditor’s report, scrutinize inter corporate
28
loans and investments, evaluation of internal financial control and risk management, review and monitor
auditors independence and performance and effectiveness of audit process.
STAKEHOLDERS, SHAREHOLDERS AND INVESTOR GRIEVANCES COMMITTEE

To solve the investors grievances Company has formulated Stakeholder’s, Shareholders and Investor Grievance
Committee. Composition of the Committee is as follows:
Mr. Mahesh Mavjibhai Prajapati - Chairman & Member
Mr. Himanshu Muktilal Zota - Member
Mr. Manukant Chandulal Zota - Member
During the year, Stakeholder’s, Shareholders and Investor Grievance Committee has met four times details of
the meetings are as follows:
1 01/08/2017 3 3
2 10/10/2017 3 3
3 18/01/2018 3 3
4 06/03/2018 3 3
VIGIL MECHANISM
The Company has established a Vigil Mechanism to deal with instances of fraud and mismanagement, if any.
The policy has a systematic mechanism for directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or policy. The detailed
Whistle Blower Policy & Vigil Mechanism available on below link:
http://www.zotahealthcare.com/images/cms/cmsfile/Vigil_Mechanism.pdf
RISK MANAGEMENT
Risks are events, situations or circumstances which may lead to negative consequences on the Company’s
business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to
Risk Management is being adopted by the Company and key risks will now be managed within a unitary
framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management
Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation
are considered in the annual/strategic business plans and in periodic management reviews. The risk
management process over the period of time will become embedded into the Company’s business system and
processes, such that our responses to risk remain current and dynamic.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your directors hereby confirm:
A. That in preparation of the annual accounts, the applicable accounting standards have been followed along
with proper explanation relating to material departments;
B. That the directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of
affairs if the Company at the end of the financial year and of the profit and loss of the Company for that period;
C. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and
detecting fraud and other irregulations;
D. That the directors had prepared the annual accounts on a going concern basis;
E. The directors had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively;
F. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
29
BOARD EVALUATION
The performance evaluation of the board was evaluated by the board after seeking inputs from all the directors
on the basis of the criteria such as participation in strategy formulation and decision making; participation in
Board and Committee meetings; Directions, views and recommendations given to the Company etc.
The board reviewed the performance of the individual directors on the basis of the criteria such as the
contribution of the individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman
was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of

the board as a whole and performance of the chairman was evaluated, taking into account the views of
executive directors and non-executive directors. Performance evaluation of independent directors was done by
the entire board, excluding the independent director being evaluated.
INTERNAL FINANCIAL CONTROL SYSTEM

The Company has a well placed, proper and adequate internal financial control system which ensures that all
the assets are safeguarded and protected and that the transactions are authorized recorded and reported
correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific
standard with regards to availability and suitability of policies and procedures. During the year no reportable
material weakness in the design or operation were observed.
CORPORATE GOVERNANCE:
Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not required
to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Hence, company is not filing Corporate Governance Report to stock exchange
quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of
the company. Corporate Governance Report is as per Annexure - 4.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
With reference to Section 134(3) (m) of the Companies Act, 2013, the details of conservation of energy,
technology absorption and foreign exchange earnings are as per Annexure - 5.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the
Management Discussion and Analysis Report is given in Annexure - 6.
SECRETERIAL AUDITOR
Your board has appointed PCS Ranjit Kejriwal, as secretarial Auditor of the company for the period of 5
consecutive years starting from financial year 2016-17. The secretarial report for the financial year 2017-18 is
attached as Annexure - 7.Report of secretarial auditor is self-explanatory and need not any further clarification.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The Disclosure pertaining to remuneration as required under section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Amendment Rules, 2016 are as per Annexure - 8.
CEO/ CFO CERTIFICATION

In terms of Regulation 17(8) of the Listing Regulations, the CFO has certified to the Board of Directors of the
Company with regard to the financial statements and other matters specified in the said regulation for the
financial year 2017-18. The certificate received from CFO is attached herewith as per Annexure – 9.
30
CODE OF CONDUCT
Being a SME listed Company exemption has been provided to the Company from formulating of Code of Conduct
for Board of Directors and Senior Management Personnel. However, Board of Directors has formulated and
adopted Code of Conduct for Board of Directors and Senior Management Personnel from May 30, 2018. During
the year, Board of Directors and Senior Management Personnel has complied with general duties, rules, acts and
regulations. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is
attached herewith as per Annexure – 10.
Code of Conduct form Board of Directors and Senior Management Personnel effective from May 30, 2018 is
available on below link:
http://www.zotahealthcare.com/images/cms/cmsfile/Code_of_Conduct_for_Board_Members_and_Senior_M
anagement_Personnel.pdf
CORPORATE GOVERNANCE
Corporate Governance is a set of process, practice and system which ensure that the Company is managed in a
best interest of stakeholders. The key fundamental principles of corporate governance are transparency and
accountability. At Zota, Company’s core business objective is to achieve growth with transparency, accountability
and with independency. Company has adopted various corporate governance standard and doing business in
ethical way by which Company has enhance stakeholders trust, shareholders wealth creation by improving shares
valuation, market capitalization, etc.
A certificate received from M/s D.S.M & Co., Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance, as required under Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached herewith as per Annexure – 11.
SHARE CAPITAL
During the year, Company had came out with a public issue of 46,80,000 equity shares comprising of offer for
sale of 15,00,000 equity shares by promoters and promoters group and fresh issue of 31,80,000 equity shares
for Rs. 125 each including a share premium of Rs. 115 per equity shares. All the equity shares issued above are
listed on NSE EMERGE platform of NSE, Mumbai. Apart from this Company has not issued any shares with
different rights, sweat equity shares or employee stock options.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Holding, Joint Venture or Associate Company.
SEXUAL HARASSMENT OF WOMEN

During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressed) Act, 2013.
ACKNOWLEDGEMENT:
We would like to thank our Bankers, Auditors, RTA and members for extending their full Co-operation during the
year.
Place: Surat For the Board of Director

Date: 06.07.2018 ZOTA HEALTH CARE LIMITED
Sd/- Sd/-
Moxesh Ketanbhai Zota Himanshu Muktilal Zota
Managing Director Whole-time Director
DIN:07625219 DIN:01097722
31
ANNEXURE - 1:
FORM MGT 9
EXTRACT OF ANNUAL RETURN
as on the Financial Year ended 31.03.2018
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules,
2014
I. REGISTRATION & OTHER DETAILS:
I CIN L24231GJ2000PLC038352
Ii Registration Date 12/07/2000
Iii Name of the Company Zota Health Care Limited
Iv Category/ Sub-category of the Company Public Limited Company
V Address of the Registered office & Contact Zota House 2/896, Hira Modi Street, Sagrampura, Surat –
detail 395002, Gujarat
Vi Weather listed Company Yes
Vii Name , Address & contact details of the Satellite Corporate Services Pvt. Ltd.
Registrar &Transfer Agent, if any Unit No. 49, Bldg No. 13-A-B, 2nd Floor
Samhita Commercial Co-Op. Soc. Ltd
Off Andheri Kurla Lane, MTNL Lane
Sakinaka, Mumbai - 400 072
Ph. No.: 022 28520461/462. Fax: 022 28511809
Website: www.satellitecorporate.com
email: service@satellitecorporate.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated awaited
SR. Name and Description of products/ service NIC Code of the Product/ % to total turnover of the
No. service Company
1 Whole sale of pharmaceutical and medical 46497 83.09
goods
2 Manufacture of allopathic pharmaceutical 21002 15.00
preparations
III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

[No. of Companies for which information filed)
SR. Name and Address of the CIN/GIN Holding/ % of Share held Applicable Sec. of
No. Company Subsidiary/ Companies Act,
Associate 2013
None
IV. SHAREHOLDING PATTERN (Equity Share Capital Break up as percentage of total Equity)
i. Category-wise Share Holding
Category of shareholders No of shares held at the beginning of the shareholding at the end of the year (as on %Cha
year (as on 31.03.2017) 31.03.2018) nge
durin
g the
year
Demat Physical Total % of Demat physical Total % of (9-5)
total total
shares shares
1 2 3 4 5 6 7 8 9 10
Promoters
Indian
Individuals / Hindu 1286850 6480 1287498 89.64 1150798 0 11507985 65.60 -
Undivided Family 8 8 5 24.04
32
Central Government 0 0 0 0.00 0 0 0 0.00 0.00
State Governments(s) 0 0 0 0.00 0 0 0 0.00 0.00

Bodies Corporate 0 0 0 0.00 0 0 0 0.00 0.00
Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
/ Banks
Any other (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A) (1) 1286850 6480 1287498 89.64 1150798 0 11507985 65.60 -
8 8 5 24.04
Foreign 0 0 0.00 0 0 0.00 0.00
Non-Resident Individuals 0 0 0 0.00 0 0 0 0.00 0.00

Other Individuals 0 0 0 0.00 0 0 0 0.00 0.00
Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

Any Other (specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (A) (2) 0 0 0 0.00% 0 0 0 0.00
Total Shareholding of 1286850 6480 1287498 89.64 1150798 0 11507985 65.60 -
Promoter (A) = 8 8 5 24.04
(A)(1)+(A)(2)
Public Shareholding 0 0
Institutions 0 0
Mutual Funds 0 0 0 0.00 0 0 0 0.00 0.00
Financial Institutions 0 0 0 0.00 0 0 0 0.00 0.00
/ Banks
Central Government 0 0 0 0.00 0 0 0 0.00 0.00
State Governments(s) 0 0 0 0.00 0 0 0 0.00 0.00
Venture Capital 0 0 0 0.00 0 0 0 0.00 0.00
Funds
Insurance 0 0 0 0.00 0 0 0 0.00 0.00
Companies
Foreign Institutional 0 0 0 0.00 0 0 0 0.00 0.00
Investors
Foreign Venture 0 0 0 0.00 0 0 0 0.00 0.00
Capital Funds
Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B) (1) 0 0 0 0.00 0 0 0 0.00 0.00
Non-Institutions 0 0
i) Indian
ii) Overseas
Individuals
Individual 337336 697042 1034378 7.20 1655052 458130 2113182 12.05 4.84
Shareholders holding
nominal Share Capital
upto Rs.1 Lakh
Individual 37296 307870 345166 2.40 695336 242194 937530 5.34 2.94
Shareholders holding
nominal Share Capital in
excess of Rs.1 Lakh
Any Other (Specify) 0 0 0 0.00 0 0 0 0.00 0.00
Clearing Member 0 0 0 0.00 1000 0 1000 0.01 0.01
33
Overseas Corporate 0 0 0 0.00 0 0 0 0.00 0.00

Bodies
Non Resident Indians 1080 0 1080 0.01 13580 0 13580 0.08 0.07
HUF 18936 66556 85492 0.60 373678 42252 415930 2.37 1.78
Directors & their relatives 0 0 0 0.00 0 0 0 0.00 0.00
Sub-total (B) (2) 395296 109306 1488364 10.36 5271191 764176 6035367 34.40 24.04
8
Total Public Shareholding 395296 109306 1488364 10.36 5271191 764176 6035367 34.40 24.04
(B) = (B)(1)+(B)(2) 8
TOTAL (A)+(B) 1326380 109954 1436335 100.00 1677917 764176 17543352 100.00 0.00
4 8 2 6
Shares held by 0 0 0 0.00 0 0 0 0.00 0.00
Custodians Custodian for
GDRs & ADRs
GRAND TOTAL (A)+(B)+(C) 1326380 109954 1436335 100.00 1677917 764176 17543352 100.00 0.00
4 8 2 6
ii. Shareholding of Promoters
S shareholders Name Shareholding at the beginning of the shareholding at the end of the year- % change
N year 31.03.17 31.03.2018 in
o No. Of % of total % of shares No. Of % of total % of sharehol
Shares Shares of pledged/en Shares Shares of shares ding
the cumbered the pledged/e during
company to total company ncumbere the year
shares d to total
shares
1 ANILABEN KETANKUMAR 1018500 7.09 0 1018500 5.81 0 -1.29
ZOTA
2 ANJNABEN 288 0.00 0 288 0.00 0 0.00
SHRENIKKUMAR GANDHI
3 ASHOKKUMAR 6402 0.04 0 8402 0.05 0 0.00
CHANDULAL ZOTA
4 ASHOKKUMAR 0 0.00 0 997 0.01 0 0.01
CHANDULAL ZOTA (HUF)
5 CHAMPABEN 648 0.00 0 648 0.00 0 0.00
HALCHANDBHAI MEHTA
6 CHANDRIKABEN 216 0.00 0 216 0.00 0 0.00
SUBODHCHANDRA SHAH
7 DHARA KETAN ZOTA 1248 0.01 0 1248 0.01 0 0.00
8 DIMPLE DHAVAL SHAH 648 0.00 0 648 0.00 0 0.00
9 HALCHANDBHAI MANILAL 1444 0.01 0 3444 0.02 0 0.01
MEHTA
10 HARSHABEN ASHVINBHAI 648 0.00 0 648 0.00 0 0.00
SIRIYA
11 HELI RITESH SHAH 21600 0.15 0 25600 0.15 0 0.00
12 HETAL HIREN SHAH 1752 0.01 0 1752 0.01 0 0.00

13 HIMANSUBHAI MUKTILAL 2251800 15.68 0 2296800 13.09 0 -2.59
ZOTA
14 HIMANSUBHAI MUKTILAL 9456 0.07 0 9456 0.05 0 -0.01
ZOTA-HUF
15 INDUBEN MUKTILAL ZOTA 1200 0.01 0 1200 0.01 0 0.00
16 KAMLESH RAJNIKANT 1379074 9.60 0 1400074 7.98 0 -1.62
ZOTA
17 KETANKUMAR 2115974 14.73 0 2145974 12.23 0 -2.50
CHANDULAL ZOTA
18 KINJAL NIKESH MEHTA 18360 0.13 0 19360 0.11 0 -0.02
34
19 KRINAL V ANKHAD 6168 0.04 0 6168 0.04 0 -0.01
20 KUMARPAL RAJNIKANT 648 0.00 0 648 0.00 0 0.00

MEHTA
21 MANISHA TUSHARKUMAR 8424 0.06 0 8424 0.05 0 -0.01
MEHTA
22 MANISHABEN 1179619 8.21 0 879619 5.01 0 -3.20
KAMLESHKUMAR ZOTA
23 MANUKANT CHANDULAL 2894693 20.15 0 2534693 14.45 0 -5.71
ZOTA
24 MANUKANT CHANDULAL 147691 1.03 0 147691 0.84 0 -0.19
ZOTA HUF
25 MEHTA SURESH 1228 0.01 0 1228 0.01 0 0.00
HALCHAND
26 NIRALKUMAR MUKTILAL 0 0.00 0 5000 0.03 0 0.03
ZOTA
27 NIRMALABEN A SHAH 768 0.01 0 768 0.00 0 0.00
28 NIRUBEN VINODCHANDRA 6480 0.05 0 6480 0.04 0 -0.01
MEHTA
29 NITABEN RAJESHBHAI 4056 0.03 0 4056 0.02 0 -0.01
MEHTA
30 PRAFUL RATILAL VORA 7236 0.05 0 7236 0.04 0 -0.01
31 PUSHPABEN SEVENTILAL 2568 0.02 0 2568 0.01 0 0.00
DOSHI
32 RAJNIKANT SHANTILAL 432 0.00 0 432 0.00 0 0.00
MEHTA
33 RASILABEN 0 0.00 0 7000 0.04 0 0.04
MANUKANTBHAI ZOTA
34 RASILABEN V SIRIYA 2928 0.02 0 2928 0.02 0 0.00
35 RATILAL ZUMCHAND 2400 0.02 0 2400 0.01 0 0.00
VORA
36 SHRIPAL R MEHTA 1728 0.01 0 1728 0.01 0 0.00
37 VARSHABEN 819023 5.70 0 459023 2.62 0 -3.09
HIMANSHUBHAI ZOTA
38 VIREN MANUKANT ZOTA 600 0.00 0 9600 0.05 0 0.05
39 VIREN MANUKANT ZOTA 0 0.00 0 6000 0.03 0 0.03
(HUF)
40 ZOTA KETANKUMAR 959040 6.68 0 479040 2.73 0 -3.95
CHANDULAL
TOTAL 12874988 89.64 0.00 11507985 65.60 0.00 -24.04
iii. Change in Promoters’ Shareholding (Please specify, if there is no change)
SR. PROMOTER Shareholding at the DATE (+)INCRE REASON Shareholding at the

NO beginning of the year ASE/(- end of the year
No Of % Of )DECREA No Of % Of
Shares Total SE IN Shares Total
Shares SHARE Shares
Of The HOLDIN Of The
Company G Compan
y
1 RASILABEN V SIRIYA 2928 0.02 01.04.2017 2928 0.02
1202890000889171 31.03.2018 0 2928 0.02

2 NIRMALABEN A SHAH 768 0.01 01.04.2017 768 0.00
1202890001158741 31.03.2018 0 768 0.00
3 CHANDRIKABEN 216 0.00 01.04.2017 216 0.00
SUBODHCHANDRA SHAH
35
1202890001398721 31.03.2018 0 216 0.00

4 MANUKANT CHANDULAL ZOTA 2894693 20.15 01.04.2017 289469 16.50
3
1203230001964610 12.01.2018 -360000 253469 14.45
3
31.03.2018 0 253469 14.45
3
5 MANUKANT CHANDULAL ZOTA - 147691 1.03 01.04.2017 147691 0.84
HUF
IN30021419092570 31.03.2018 0 147691 0.84
6 KINJAL NIKESH MEHTA 18360 0.13 01.04.2017 18360 0.10
1204150000039781 14.04.2017 0 18360 0.10
22.09.2017 1000 19360 0.11
31.03.2018 0 19360 0.11

7 NITABEN RAJESHBHAI MEHTA 4056 0.03 01.04.2017 4056 0.02
1204150000076811 31.03.2018 0 4056 0.02
8 RAJNIKANT SHANTILAL MEHTA 432 0.00 01.04.2017 432 0.00
1204150000162909 31.03.2018 0 432 0.00
9 KUMARPAL RAJNIKANT MEHTA 648 0.00 01.04.2017 648 0.00
1204150000330741 31.03.2018 0 648 0.00

10 ANJNABEN SHRENIKKUMAR 288 0.00 01.04.2017 288 0.00
GANDHI
1204150000375329 31.03.2018 0 288 0.00
11 ASHOKKUMAR CHANDULAL ZOTA 6402 0.04 01.04.2017 6402 0.04
1204150000623116 05.01.2018 1000 7402 0.04

16.02.2018 1000 8402 0.05
31.03.2018 0 8402 0.05
12 HELI RITESH SHAH 21600 0.15 01.04.2017 21600 0.12
1204150000684408 22.09.2017 4000 25600 0.15
31.03.2018 0 25600 0.15
13 KRINAL V ANKHAD 6168 0.04 01.04.2017 6168 0.04
1204150000695437 31.03.2018 0 6168 0.04
14 SHRIPAL R MEHTA 1728 0.01 01.04.2017 1728 0.01
1204150000700021 31.03.2018 0 1728 0.01

15 RASILABEN MANUKANTBHAI ZOTA 0 0.00 01.04.2017 0 0.00
1204150000771444 16.06.2017 1000 1000 0.01
30.09.2017 7000 8000 0.05
23.03.2018 -1000 7000 0.04
31.03.2018 0 7000 0.04
16 VIREN MANUKANT ZOTA 600 0.00 01.04.2017 600 0.00
1204150000784242 23.06.2017 3000 3600 0.02
IN30148510300786 30.09.2017 7000 10600 0.06
23.03.2018 -1000 9600 0.05

31.03.2018 0 9600 0.05
17 VIREN MANUKANT ZOTA (HUF) 0 0.00 01.04.2017 0 0.00
1204150000942269 30.09.2017 7000 7000 0.04
36
23.03.2018 -500 6500 0.04
31.03.2018 -500 6000 0.03

18 NIRALKUMAR MUKTILAL ZOTA 0 0.00 01.04.2017 0 0.00
1204150000890255 22.09.2017 5000 5000 0.03
31.03.2018 0 5000 0.03

19 ASHOKKUMAR CHANDULAL ZOTA 0 0.00 01.04.2017 0 0.00
(HUF)
1204150001009304 05.01.2018 997 997 0.01
31.03.2018 0 997 0.01
20 HARSHABEN ASHVINBHAI SIRIYA 648 0.00 01.04.2017 648 0.00
1204310000153785 31.03.2018 0 648 0.00
21 PUSHPABEN SEVENTILAL DOSHI 2568 0.02 01.04.2017 2568 0.01
IN30021420207534 31.03.2018 0 2568 0.01

22 MEHTA SURESH HALCHAND 1228 0.01 01.04.2017 1228 0.01
IN30042510144350 31.03.2018 0 1228 0.01
23 CHAMPABEN HALCHANDBHAI 648 0.00 01.04.2017 648 0.00
MEHTA
IN30042510160736 31.03.2018 0 648 0.00
24 HIMANSUBHAI MUKTILAL ZOTA 2251800 15.68 01.04.2017 225180 12.84
0
IN30048415369926 22.09.2017 26000 227780 12.98
0
1204150000945012 30.09.2017 19000 229680 13.09
0
1204480000026604 31.03.2018 0 229680 13.09
0
25 HIMANSUBHAI MUKTILAL ZOTA 9456 0.07 01.04.2017 9456 0.05
(HUF)
IN30048423253025 31.03.2018 0 9456 0.05
26 ANILABEN KETANKUMAR ZOTA 1018500 7.09 01.04.2017 101850 5.81
0
IN30048417061490 31.03.2018 0 101850 5.81
0
27 VARSHABEN HIMANSHUBHAI 819023 5.70 01.04.2017 819023 4.67
ZOTA
IN30048418613318 21.04.2017 -360000 459023 2.62
31.03.2018 0 459023 2.62

28 MANISHABEN KAMLESHKUMAR 1179619 8.21 01.04.2017 117961 6.72
ZOTA 9
IN30048421249639 21.04.2017 -300000 879619 5.01
31.03.2018 0 879619 5.01
29 KETANKUMAR CHANDULAL ZOTA 2115974 14.73 01.04.2017 211597 12.06
4
IN30048422874119 30.09.2017 30000 214597 12.23
4
1204480000026661 31.03.2018 0 214597 12.23
4
30 KAMLESH RAJNIKANT ZOTA 1379074 9.60 01.04.2017 137907 7.86
4
IN30048423172014 30.09.2017 21000 140007 7.98
4
1204480000026598 31.03.2018 0 140007 7.98
4
37
31 ZOTA KETANKUMAR CHANDULAL 959040 6.68 01.04.2017 959040 5.47
IN30048423455660 21.04.2017 -480000 479040 2.73

31.03.2018 0 479040 2.73
32 DHARA KETAN ZOTA 1248 0.01 01.04.2017 1248 0.01
IN30048423531525 31.03.2018 0 1248 0.01

33 INDUBEN MUKTILAL ZOTA 1200 0.01 01.04.2017 1200 0.01
IN30084510434862 31.03.2018 0 1200 0.01
34 RATILAL ZUMCHAND VORA 2400 0.02 01.04.2017 2400 0.01
IN30084510587989 31.03.2018 0 2400 0.01
35 PRAFUL RATILAL VORA 7236 0.05 01.04.2017 7236 0.04
IN30084510587997 31.03.2018 0 7236 0.04

36 HALCHANDBHAI MANILAL MEHTA 1444 0.01 01.04.2017 1444 0.01
IN30084510677264 02.06.2017 1000 2444 0.01
05.01.2018 1000 3444 0.02

31.03.2018 0 3444 0.02
37 MANISHA TUSHARKUMAR MEHTA 8424 0.06 01.04.2017 8424 0.05
IN30148510336287 31.03.2018 0 8424 0.05

38 HETAL HIREN SHAH 1752 0.01 01.04.2017 1752 0.01
IN30148510407068 31.03.2018 0 1752 0.01
39 DIMPLE DHAVAL SHAH 648 0.00 01.04.2017 648 0.00
IN30246110547984 31.03.2018 0 648 0.00
40 NIRUBEN VINODCHANDRA 6480 0.05 01.04.2017 6480 0.04
MEHTA
IN30267931867316 21.04.2017 0 6480 0.04
31.03.2018 0 6480 0.04
iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)
SR.N Name of Shareholders Shareholding at the DATE (+)INCREA REAS Shareholding at the end
O beginning of the year SE/(- ON of the year
)DECREAS
No Of % Of Total E IN No Of % Of Total
Shares Shares Of SHARE Shares Shares Of
The HOLDING The
Company Company
1 JAINAM SHARE CONSULTANTS PVT. 648 0.00 01.04.2017 648 0.00
LTD -COLLATERAL ACCOUNT
1204150000007808 12.05.2017 912000 912648 5.20
19.05.2017 354000 1266648 7.22

26.05.2017 348100 1614748 9.20
02.06.2017 282900 1897648 10.82
09.06.2017 110000 2007648 11.44

16.06.2017 100000 2107648 12.01
23.06.2017 -909 2106739 12.01
30.06.2017 46000 2152739 12.27

07.07.2017 52000 2204739 12.57
14.07.2017 -299000 1905739 10.86
21.07.2017 60945 1966684 11.21
38
28.07.2017 55000 2021684 11.52
04.08.2017 59000 2080684 11.86

11.08.2017 97000 2177684 12.41
18.08.2017 34000 2211684 12.61
25.08.2017 20000 2231684 12.72

01.09.2017 -477970 1753714 10.00
08.09.2017 20000 1773714 10.11
15.09.2017 23970 1797684 10.25

22.09.2017 477970 2275654 12.97
30.09.2017 -166453 2109201 12.02
06.10.2017 -2000 2107201 12.01

13.10.2017 -9000 2098201 11.96
20.10.2017 -257400 1840801 10.49
27.10.2017 -327600 1513201 8.63

03.11.2017 -42000 1471201 8.39
10.11.2017 -30000 1441201 8.22
17.11.2017 408000 1849201 10.54

24.11.2017 1000 1850201 10.55
01.12.2017 -507212 1342989 7.66
08.12.2017 2000 1344989 7.67

15.12.2017 -13000 1331989 7.59
22.12.2017 460000 1791989 10.21
31.12.2017 1000 1792989 10.22

05.01.2018 -34880 1758109 10.02
12.01.2018 -46446 1711663 9.76
19.01.2018 8000 1719663 9.80

26.01.2018 -1945 1717718 9.79
02.02.2018 6000 1723718 9.83
09.02.2018 35000 1758718 10.02
16.02.2018 -25683 1733035 9.88
23.02.2018 -1000 1732035 9.87
02.03.2018 -480500 1251535 7.13
09.03.2018 522 1252057 7.14
16.03.2018 -7522 1244535 7.09
23.03.2018 3998 1248533 7.12

31.03.2018 -28003 1220530 6.96
2 JAINAM COMMODITIES PVT. LTD. 0 0.00 01.04.2017 0 0.00
1204150000046440 01.09.2017 855000 855000 4.87

22.09.2017 -600000 255000 1.45
20.10.2017 245400 500400 2.85
27.10.2017 334600 835000 4.76

17.11.2017 -400000 435000 2.48
01.12.2017 414000 849000 4.84
39
22.12.2017 -460000 389000 2.22
02.03.2018 480000 869000 4.95

31.03.2018 0 869000 4.95
3 PANTOMATH STOCK BROKERS 0 0.00 01.04.2017 0 0.00
PRIVATE LIMITED
1208380000000413 26.05.2017 228000 228000 1.30
02.06.2017 -10000 218000 1.24

09.06.2017 -5000 213000 1.21
16.06.2017 -10000 203000 1.16
23.06.2017 -15000 188000 1.07

07.07.2017 -20000 168000 0.96
14.07.2017 -10000 158000 0.90
03.11.2017 -4000 154000 0.88

10.11.2017 1000 155000 0.88
24.11.2017 -1000 154000 0.88
01.12.2017 -1000 153000 0.87

16.02.2018 -1000 152000 0.87
31.03.2018 0 152000 0.87
4 JAMNADAS PURUSHOTTAM 105900 0.74 01.04.2017 105900 0.60
CHANDAK
426 31.03.2018 0 105900 0.60
5 NILESH PRAVINCHANDRA DOSHI 0 0.00 01.04.2017 0 0.00
1204150000903835 01.12.2017 99000 99000 0.56
23.03.2018 4000 103000 0.59
31.03.2018 0 103000 0.59
6 MIKER FINANCIAL CONSULTANTS 0 0.00 01.04.2017 0 0.00
PVT LTD
1204480000024250 13.10.2017 65000 65000 0.37
20.10.2017 7000 72000 0.41
27.10.2017 7000 79000 0.45
10.11.2017 7000 86000 0.49
17.11.2017 7000 93000 0.53
08.12.2017 3000 96000 0.55
31.03.2018 1500 97500 0.56
7 PRAVIN PANNALAL SHAH (HUF) 0 0.00 01.04.2017 0 0.00
1204150000305953 12.05.2017 3000 3000 0.02
19.05.2017 36000 39000 0.22
26.05.2017 1000 40000 0.23
03.11.2017 35000 75000 0.43

01.12.2017 20000 95000 0.54
31.03.2018 0 95000 0.54
8 VIBHUTI COMMODITIES PRIVATE 0 0.00 01.04.2017 0 0.00

LIMITED
1204480000027568 08.12.2017 51000 51000 0.29
22.12.2017 2000 53000 0.30
40
12.01.2018 2000 55000 0.31
19.01.2018 6000 61000 0.35

26.01.2018 1000 62000 0.35
16.03.2018 16500 78500 0.45
31.03.2018 0 78500 0.45

9 EURO INDIA FRESH FOODS 0 0.00 01.04.2017 0 0.00
1204310000152228 12.05.2017 104000 104000 0.59
31.12.2017 -8000 96000 0.55

05.01.2018 -9000 87000 0.50
16.02.2018 -11000 76000 0.43
31.03.2018 0 76000 0.43

10 KAMLESH SURYAKANT SIRIYA 0 0.00 01.04.2017 0 0.00
1203250000016229 12.05.2017 28000 28000 0.16
19.05.2017 38000 66000 0.38

26.05.2017 3000 69000 0.39
23.06.2017 4000 73000 0.42
31.03.2018 0 73000 0.42

11 SEEMA KAMLESH SIRIYA 0 0.00 01.04.2017 0 0.00
1203250000016140 12.05.2017 3000 3000 0.02
19.05.2017 22000 25000 0.14

16.06.2017 12000 37000 0.21
23.06.2017 7000 44000 0.25
30.06.2017 5000 49000 0.28

31.03.2018 0 49000 0.28
v. Shareholding of Director’s & Key Managerial Personnel

Sr. Particulars Particulars Shareholding at the beginning Shareholding at the end of the
No. of the year year
No. of Shares % of total No. of Shares % of total
Shares of the Shares of the
Company Company
1 Ketankumar Chandulal Zota Chairman 2115974 14.73% 2145974 12.23%
2 Moxesh Ketanbhai Zota MD 0 0 0 0

3 Kamlesh Rajnikant Zota WTD 1379074 9.60% 1400074 7.98%
4 Himanshu Muktilal Zota WTD 2251800 15.68% 2296800 13.09%
5 Manukant Chandulal Zota WTD 2894693 20.15% 2534693 14.45%
6 Varsaben Gaurang Mehta ID 2376 0.017% 2376 0.014%
7 Saileshkumar Sevantilal Shah ID 7776 0.054% 7776 0.044%
8 Mahesh Mavjibhai Prajapati ID 0 0 0 0

9 Viral Mandviwala CFO 1296 0.0090% 1296 0.0074%
10 Ashvin Variya CS 0 0 0 0
V. INDEBTEDNESS (Rs. IN LAKHS)

Particulars Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
41
deposits
Indebtedness at the beginning of the year
I. Principle Amount 163.90 218.63 0.00 382.53
II. Interest due but not paid 0.00 27.08 0.00 27.08
III. Interest accrued but not due 0.00 0.00 0.00 0.00
Total (I+II+III) 163.90 245.71 0.00 409.61
Change in Indebtedness during the financial year
Additions 0.00 0.00 0.00 0.00
Reduction 163.90 245.71 0.00 409.61
Net Change -163.90 -245.71 0.00 -409.61
Indebtedness at the end of the financial year
I. Principle Amount 0.00 0.00 0.00 0.00
II. Interest due but not paid 0.00 0.00 0.00 0.00
III. Interest accrued but not due 0.00 0.00 0.00 0.00
Total (I+II+III) 0.00 0.00 0.00 0.00
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole Time Director and/or Manager (Rs. IN LAKHS)
Sr. Particulars of Name of the MD/WTD Total Amount
No. Remuneration
1. Gross Salary Moxesh Kamlesh Himanshu Manukant
ketanbhai Zota Rajnikant Zota Muktilal Zota Chandulal Zota
(Managing (Whole Time (Whole Time (Whole Time
Director) Director) Director) Director)
a. Salary as per provisions 9.00 9.00 9.00 9.00 36.00
contained in Section
17(1) of the Income Tax
Act, 1961
b. Value of perquisites u/s NIL NIL NIL NIL NIL
17(2) of Income Tax Act,
1961
c. Profits in lieu if salary NIL NIL NIL NIL NIL
under section 17(3) of
the Income Tax Act,
1961
2. No. of Stock option NIL NIL NIL NIL NIL
3. Sweat Equity NIL NIL NIL NIL NIL
4. Commission
As % of profit NIL NIL NIL NIL NIL
Others (specify) NIL NIL NIL NIL NIL
5. Others, please specify NIL NIL NIL NIL NIL
Total 9.00 9.00 9.00 9.00 36.00
Celling as per the Act Rs. 117.02 Lakhs (10% of the net profit calculated as per Section 198 of the Companies Act,
2013)
B. Remuneration to other Directors (Rs.IN LAKHS)

Sr. Particulars Name of Directors Total
No. Amount
1. Independent Directors Varsaben Saileshkumar Mahesh
Gaurang Mehta Sevantilal Shah Mavjibhai
Prajapati
a. Fees for attending Board/ Committee NIL
meetings
b. Commission NIL
c. Others NIL
Total (1) NIL
2. Other Non-Executive Directors ----- ------ ------ -----
a. Fees for attending Board/ Committee
meetings
b. Commission
c. Others
Total (2)
42
Total (1+2) NIL

Total Managerial Remuneration NIL
Overall Managerial Remuneration NIL
Celling as per the Act Rs. 11.70 Lakhs (1% of the net profit calculated as per Section 198 of
the Companies Act, 2013)
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD (Rs. IN LAKHS)

Sr. Particulars Key Managerial Personnel Total
No.
1. Gross Salary Viral Mandviwala (CFO) Ashvin Variya (CS)
a. Salary as per provisions contained in 5.26 5.28 10.54
Section 17(1) of the Income Tax Act,
1961
b. Value of perquisites u/s 17(2) of Income 0.00 0.00 0.00
Tax Act, 1961
c. Profits in lieu if salary under section 0.00 0.00 0.00
17(3) of the Income Tax Act, 1961
2. No. of Stock option 0 0 0
3. Sweat Equity 0 0 0
4. Commission
As % of profit 0.00 0.00 0.00
Others (specify) 0.00 0.00 0.00
5. Others, please specify 0.00 0.00 0.00
Total 5.26 5.28 10.54
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Brief Details of Penalty/ Authority [RD/ Appeal made, if
Companies Act Description Punishment/ NCLT/ any (give Details)
Compounding fees COURT]
imposed
A. COMPANY
Penalty
Punishment NONE
Compounding
B. DIRECTORS
Penalty
Punishment NONE
Compounding
C. OTHER OFFICERS
Penalty
Punishment NONE
Compounding

Sd/- Sd/-
DIN:07625219 DIN:01097722
43
ANNEXURE-2
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties
referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length
transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis

Sr. Name(s) of Nature of Duration Salient terms Justificati Date(s) Amount Date on which
No. the related contracts of the of the on for of paid as the special
party and /arrange contracts contracts or entering approva advance, resolution was
nature of ments/tr / arrangement into such l by the if any passed in
relationship ansactio arrange s or contracts Board general
ns ments/tr transactions or meeting as
ansactio including the arrange required under
ns value, if any ments or first proviso to
transacti section 188
ons
NIL
2. Details of material contracts or arrangement or transactions at arm’s length basis (Rs.IN

LAKHS)
Sr. Name(s) of the related Nature of Duratio Salient term of the Date(s) if Amoun
No. party and nature of contracts/ n of the contracts or approval by t paid
relationship arrangements/ contract arrangements or the Board, if as
transactions s/ transactions any advanc
arrange including the value, if es, if
ments / any any
transact
ions
1 Himanshu M. Zota Interest N.A. 12% interest on 30.09.2014
unsecured loan
2 Himanshu M. Zota [HUF] Interest N.A. 12% interest on 30.09.2014
unsecured loan
3 Kamlesh R. Zota Interest N.A. 12% interest on 30.09.2014
unsecured loan
4 Kamlesh R. Zota [HUF] Interest N.A. 12% interest on 30.09.2014
unsecured loan
5 Ketan C. Zota [HUF] Interest N.A. 12% interest on 30.09.2014
unsecured loan
6 Manisha K. Zota Interest N.A. 12% interest on 30.09.2014
unsecured loan
7 Manukant C. Zota Interest N.A. 12% interest on 30.09.2014
unsecured loan
8 Varsha H. Zota Interest N.A. 12% interest on 30.09.2014
unsecured loan
9 Jatin A. Zota Salary N.A. 0.45 lakhs per month 30.09.2014
10 Ashokkumar C. Zota Salary N.A. 0.45 lakhs per month 30.09.2014
11 Niral M. Zota Salary N.A. 0.45 lakhs per month 30.09.2014
12 Viren M. Zota Salary N.A. 0.45 lakhs per month 30.09.2014

44
13 Jatin A. Zota Commission N.A. Commission on sales 30.09.2014
14 Niral M. Zota Commission N.A. Commission on sales 30.09.2014
15 Viren M. Zota Commission N.A. Commission on sales 30.09.2014
16 Himanshu M. Zota Remuneration N.A. 0.75 lakhs per month 30.09.2014
17 Kamlesh R. Zota Remuneration N.A. 0.75 lakhs per month 30.09.2014
18 Manukant C. Zota Remuneration N.A. 0.75 lakhs per month 30.09.2014
19 Moxesh K. Zota Remuneration N.A. 0.75 lakhs per month 07.10.2016
20 Zota Jewel Promotional N.A. N.A. 30.05.2017

Expenses
21 Salary N.A. N.A 01.09.2015
Ashvin Bhagavanbhai Variya
22 Viral A. Mandviwala Salary N.A. N.A. 30.09.2014

Sd/- Sd/-
DIN:07625219 DIN:01097722
45
ANNEXURE - 3
REPORT ON CORPORATE SOCIAL RESPONSIBILITY
1. Brief outline of the Company’s CSR Policy

At Zota, we believe that Health, Education, Water, Livelihood, Environment and Disaster Relief are some of our
Key priorities in the area of Corporate Social Responsibility (CSR).
We strive to make good health accessible to the local communities and society at large. With intensive efforts of
people who worked behind the scenes to combat diseases by means of active field work and dedicated
research and recognition; we help people achieve their rights to good health. To know more about CSR policy of
the Company kindly visit below link:
http://www.zotahealthcare.com/images/cms/cmsfile/Corporate_Social_Responsibility_Policy.pdf
2. The Composition of CSR Committee

Himanshu Muktilal Zota - Chairman & Member
Ketankumar Chandulal Zota - Member
3. Average net profit of the Company in last three financial years

Profit calculated as per provisions of section 198 of the Companies Act, 2013 for last three years:
2014-15 – Rs.634.24 lakhs
2015-16 – Rs. 772.42 lakhs
2016-17 – Rs. 836.17 lakhs
Average Net Profit: Rs.747.61 lakhs
4. Prescribed CSR Expenditure:

2% of average profit during last three yearsRs.14.95 lakhs
+ Carry forward of last year unspent amount Rs. 10.03 lakhs
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Total Prescribed CSR Expenditure Rs. 24.98 lakhs
5. Details of CSR spent during the financial year

a) Total amount to be spent for the financial year:Rs.14.95 lakhs
b) Amount unspent, if any:N,A.
c) Manner in which the amount spent during the financial year is detailed below:
Sr. CSR project Sector in Projects or Amount Amount spent Cumulativ Amount spent
No. or activity which the programs outlay on the projects e Direct or
identified project is (1) Local area (budget) or programs expenditu through
covered or other project Sub-heads re up to implementing
(2) Specify the or (1) Direct the agency
State and program expenditure on reporting
district where s wise projects or period\
projects or [in programs [in
Programs was Rs.lakhs] (2) Over heads Rs.lakhs]
undertaken [in Rs.lakhs]
1. Health care Health care Surat, Gujarat 22.00 Direct=30.00 30.00 Shraman
facility facility Arogyam
2. Providing Environment Varahi, Patan, 3.00 Direct=1.65 1.65 Jivdaya
food to protection Gujarat Gaushala
stray (Animal Charitable
animals Welfare) Trust
Total 25.00 31.65
46
6. Company fails to spend two percent of the net profit then reason of the same shall be provided in the Board
Report of the Company:
During the year, Company has spent 4.23% of average net profit of last three financial year’s calculate as per
provisions of section 198 of the Companies Act, 2013.
7. We hereby confirm that the implementation and monitoring of CSR Policy is in compliance with Company’s
CSR objectives and CSR Policy of the Company.
Sd/- Sd/-
Himanshu Muktilal Zota Ketankumar Chandulal Zota
(Chairman - CSR Committee) (Member CSR Committee)
DIN:01097722 DIN:00822594
47
ANNEXURE – 4
CORPORATE GOVERNANCE REPORT
In terms of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements), Regulations,

2015 the report containing details of corporate governance systems and processes at Zota Health
Care Limited is as under:
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company is committed to good Corporate Governance and has benchmarked itself against the prescribed
standards. The fundamental objective of Corporate Governance is the enhancement of shareholders’ value and
protecting the interest of the stakeholders. Your Company’s philosophy of Corporate Governance is aimed at
assisting the management in the efficient conduct of the business of the Company and in the meeting its
obligations to shareholders and others.
2. BOARD OF DIRECTORS
The Board of Directors of the Company (Board) has optimum combination of Executive and Non-Executive
Directors comprising four Executive Directors and four Non-Executive Directors. None of the Directors hold
directorship in more than 20 public limited companies nor is a member of more than 10 committees or
chairman of more than 5 committees across all the public limited companies in which they are Directors.
(a) Board Strength and representation:

As on 31st March, 2018 the Board of Directors comprises of eight directors out of which one is Non-Executive
Chairman, one is Executive Managing Director, three are Executive Whole Time Directors and remaining three
are Non-Executive Independent Directors. As on date of this report Board of Directors of the company is as
follows:
Mr. Ketankumar Chandulal Zota Non-Executive Chairman
Mr. Saileshkumar Sevantilal Shah Non-Executive Independent Director
Mrs. Varsaben Gaurang Mehta Non-Executive Independent Director
Mr. Mahesh Mavjibhai Prajapati Non-Executive Independent Director
The Details of Directorship held by the Directors as on 31st March, 2018 and their attendance at the
Board meetings during the year are as follows:
Name of the Category of No. of other No. of other Board Attendanc Attendanc No. of
Directors Director Directorship Committee(s) in e at last e at Board Shares
s which he is AGM Meetings held as on
Membe Chairma 31.03.201
r n 8
Ketankumar Chairman/PD/NE NIL NIL NIL YES 8 2145974
Chandulal D
Zota
Moxesh MD/ED NIL NIL NIL YES 7 0
ketanbhai
Zota
Himanshu WTD/PD/ED NIL NIL NIL YES 9 2296800
Muktilal Zota
Manukant WTD/PD/ED NIL NIL NIL YES 9 2534693
Chandulal
48
Zota
Kamlesh WTD/PD/ED NIL NIL NIL YES 9 1400074
Rajnikant
Zota
Saileshkuma ID NIL NIL NIL YES 8 7776
r Sevantilal
Shah
Varsaben ID NIL NIL NIL YES 9 2376
Gaurang
Mehta
Mahesh ID NIL NIL NIL YES 9 0
Mavjibhai
Prajapati
# PD – Promoter Director, NED – Non Executive Directors, MD – Managing Directors, ED – Executive Director,
WTD – Whole Time Director, ID – Independent Director
(b) Details of number of Board Meetings held in the financial year.

During the financial year 2017-18, there were nine (9) Board meetings held on following dates:
12/04/2017 18/04/2017 06/05/2017 30/05/2017 28/06/2017
12/07/2017 07/09/2017 14/11/2017 03/02/2018
(c) Familiarization to Independent Directors:

The newly appointed Independent Directors of the Company are familiarized with the various aspects of the
Company provided with an overview of the requisite criteria of independence, roles, rights, duties and
responsibilities of directors, terms of appointment of the Company and policies of the Company and other
important regulatory aspects as relevant for directors. The Company, through its Executive Director or Manager
as well as other Senior Managerial Personnel, conducts presentations/programs to familiarize the Independent
Directors with the strategy, operations and functions of the Company inclusive of important developments in
business. The details of number of programmes attended and the cumulative hours spent by an independent
director are uploaded on the website of the company. The web link is
http://www.zotahealthcare.com/images/cms/cmsfile/Familiarization_program_for_Independent_Director's.pdf
3. AUDIT COMMITTEE
The Audit Committee of the company consists of two Independent Directors and one Executive Director of the
Company. All the Directors have good understanding Finance, Accounts and Law. Composition of audit
committee of the company is as follows:
Name Categories Nature of Directorship
Mr. Saileshkumar Sevantilal Shah Chairman Non-Executive Independent Director
Mrs. Varsaben Gaurang Mehta Member Non-Executive Independent Director
Mr. Himanshu Muktilal Zota Member Executive Director
During the financial year 2017-18, Four (4) meetings of Audit Committee were held on following dates:
23/05/2017 14/06/2017 14/11/2017 03/02/2018
Attendance of members for the meeting of Audit Committee held during the year 2017-18 is as below:
Name Categories No. of Meeting Attended
Mr. Saileshkumar Sevantilal Shah Chairman 4
Mrs. Varsaben Gaurang Mehta Member 4
Mr. Himanshu Muktilal Zota Member 4
The term of reference of Audit Committee is as below:

49
(i) Recommendation for appointment, remuneration and terms of appointment of auditors of the
company.
(ii) Review and monitor the auditor’s independence and performance, and effectiveness of audit process.
(iii) Examination of the financial statement and auditor’s report thereon.
(iv) Approval or any subsequent modification of transactions of the company with related parties.
(v) Scrutiny of inter-corporate loans and investments.
(vi) Valuation of undertakings or assets of the company, wherever it is necessary.
(vii) Evaluation of internal financial controls and risk management systems.
(viii) Monitoring the end use of funds raised through public offers and related matters.
(ix) The Audit Committee may call for the comments of the auditors about internal control system, the
scope of audit, including the observations of the auditors and review of the financial statement before
their submission to the Board and may also discuss any related issue with the internal and statutory
auditors and the management of the company.
(x) The Audit Committee shall have authority to investigate into any matter in relation to the items
specified above in (i) to (iv) or referred to it by the Board and for this purpose shall gave power to
obtain professional advice from external sources and have full access to information contained in the
records of the company.
(xi) The auditors of a company and the key managerial personnel shall have a right to be heard in the
meetings of the Audit Committee when it considers the auditor’s report but shall not have the right to
vote.
(xii) The Board’s report under sub-section (3) of section 134 shall disclose the composition of Audit
Committee and where the Board had not accepted any recommendation of the Audit Committee, the
same shall be disclosed in such report along with the reasons thereof.
(xiii) The victims/persons who use vigil mechanism can direct access to the chairperson of the Audit
Committee in appropriate or exceptional cases.
4. NOMINATION AND REMUNERATIONCOMMITTEE

Company has formulated nomination and remuneration committee comprising three non-executive directors
Composition of the Committee is as follows:
Mrs. Varsaben Gaurang Mehta Chairman Non-Executive Independent Director
Mr. Mahesh Mavjibhai Prajapati Member Non-Executive Independent Director
Mr. Saileshkumar Sevantilal Shah Member Non-Executive Independent Director
During the financial year 2017-18, Three (3) meetings of Nomination & Remuneration Committee were held on
following dates:
15/06/2017 04/07/2017 08/02/2018
Attendance of members for the meeting of Nomination & Remuneration Committee held during the year 2017-
18 is as below:

Mrs. Varsaben Gaurang Mehta Chairman 3
Mr. Mahesh Mavjibhai Prajapati Member 3
Mr. Saileshkumar Sevantilal Shah Member 3
The term of reference of Nomination & Remuneration Committee is as below:

 To identify persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the Board their appointment
and removal and shall carry out evaluation of every Director’s performance.
50
 To formulate the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key
Managerial Personnel and other employees.
 The Nomination and Remuneration Committee shall, while formulating the policy ensure that:
(1) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate
Directors of the quality required to run the Company successfully;
(2) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(3) remuneration to Directors, Key Managerial Personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long-term performance objectives appropriate to
the working of the company and its goals:
 Regularly review the Human Resource function of the Company.
 Discharge such other function(s) or exercise such power(s) as may be delegated to the Committee by
the Board from time to time.
 Make reports to the Board as appropriate.
 Review and reassess the adequacy of this charter periodically and recommend any proposed changes
to the Board for approval from time to time.
 Any other work and policy, related and incidental to the objectives of the committee as per provisions
of the Act and rules made there under.
5. REMUNERATION OF DIRECTORS
During the year company has paid following remuneration or setting fees to the directors as follows:
Name Category Remuneration (In Rs.
Lakhs)
Ketankumar Chandulal Zota Non-executive Chairman NIL
Moxesh Ketanbhai Zota Executive Managing Director 9.00
Himanshu Muktilal Zota Executive Whole Time Director 9.00
Kamlesh Rajnikant Zota Executive Whole Time Director 9.00
Manukant Chandulal Zota Executive Whole Time Director 9.00
Saileshkumar Sevantilal Shah Non-Executive Independent Director NIL
Varsaben Gaurang Mehta Non-Executive Independent Director NIL
Mahesh Mavjibhai Prajapati Non-Executive Independent Director NIL
6. STAKEHOLDERS, SHAREHOLDERS’/ INVESTOR’S GRIEVANCES COMMITTEE

To solve the investors grievances Company has formulated Stakeholder’s, Shareholders and Investor Grievance
Committee. Composition of the Committee is as follows:
Mr. Mahesh Mavjibhai Prajapati Chairman Non-Executive Independent Director
Mr. Himanshu Muktilal Zota Member Executive Whole time Director
Mr. Manukant Chandulal Zota Member Executive Whole time Director
During the financial year 2017-18, Four (4) meetings of Stakeholder’s, Shareholders and Investor Grievance
Committee were held on following dates:
01/08/2017 10/10/2017 18/01/2018 06/03/2018
Attendance of members for the meeting of Stakeholder’s, Shareholders and Investor Committee held during the
year 2017-18 is as below:
Mr. Mahesh Mavjibhai Prajapati Chairman 4
Mr. Himanshu Muktilal Zota Member 4
Mr. Manukant Chandulal Zota Member 4
51
Name & Designation and address of the Compliance Officer

CS Ashvin Variya
Zota Health Care Ltd.
Zota House, 2/896, Hira Modi Street,
Sagrampura, Surat – 395002, Gujarat
Pursuant to the Regulation 13(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015;
the details regarding investor’s complaints are as follows:
Status of Complaints pending, received, disposed and unresolved:
Number of Shareholders’ Complaints Pending at the end of the year NIL
Number of Shareholders’ Complaints received during the year 1
Number of Shareholders’ Complaints disposed during the year 1
Number of Shareholders’ Complaints remain unresolved during the year NIL
7. GENERAL BODY MEETING

The details of Annual General Meetings held during the last three years are as follows:
Year Day, Date and Time Venue
2014-15 Saturday, 26thSeptember, 2015 at Zota House, 2/896, Hira Modi Street, Sagrampura, Surat –
11:00 A.M. 395002
2015-16 Saturday, 27th August, 2016 at 11:00 Zota House, 2/896, Hira Modi Street, Sagrampura, Surat –
A.M. 395002
2016-17 Thursday, 10th August, 2017 at 11:00 The Southern Gujarat chamber of Commerce & Industry, 1 st
A.M. Floor, ‘Samruddhi Hall’, Makkai Pool, Nanpura, Surat –
395001, Gujarat
The details of Resolution(s) which were passed in the last three Annual General Meetings (“AGM”) of
the Company along with details of Postal Ballot & voting pattern are as follows:
Date of AGM Resolution Ordinary/ Favor Against
Special Ballot e-voting Ballot e-voting
26thSeptember, Adoption of Annual Accounts, Ordinary 56400 12932586 0 0
2015 Auditor’s Report and Directors
Report
Declaration of dividend at the Ordinary 49872 12932586 6528 0
rate of 10%
Reappointment of Mr. Kamlesh Ordinary 51432 12932586 4968 0
Zota liable to retire by rotation
Ratification of Appointment of Ordinary 53808 12932586 2592 0
Statutory Auditor
27th August, Adoption of Annual Accounts, Ordinary 4335067 6886507 0 0
Report
rate of 10%
Reappointment of Mr. Manukant Ordinary 4335067 6886507 0 0
Ratification of Appointment of Ordinary 4335067 6886507 0 0
Statutory Auditor
Increase of Authorized Share Special 4335067 6886507 0 0
Capital from Rs. 15 crore to 20
crore
Initial Public offer of amount not Special 4335067 6886507 0 0
exceeding Rs.60 crore
10th August, Adoption of Annual Accounts, Ordinary 54994 8740564 0 0
52
Report
rate of 10%
Reappointment of Mr. Himanshu Ordinary 54994 8740564 0 0
Appointment of M/s D.S.M & Co. Ordinary 54994 8740564 0 0
as a Statutory Auditor
Appointment of Mrs. Varsaben Ordinary 53994 8740564 1000 0
Gaurang Mehta, as an
Independent Director
Appointment of Mr. Moxesh Special 54994 8740564 0 0
Ketanbhai Zota, as a Managing
Director
Name and address of scrutinizer or the person who conducted the postal ballot exercise:
CS Ranjit Kejriwal
Practicing Company Secretary,
1, Aastha, 2/906, Hira Modi Sheri,
Opp. Gujarat Samachar Press, Sagrampura, Ring Road, Surat – 395002
Email: rbksurat@gmail.com
Ph: +91-261-2331123
8. MEANS OF COMMUNICATION
1. Financial Results:
Zota Health Care Limited is believes in to publish all the financial information to stakeholders within the
stipulations provided under the law. During the year, Company has declared all financials results within the
timeline provided under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Half yearly and yearly financial results: The half yearly and yearly financial results of the Company are normally
published in website of the Company i.e. on www.zotahealthcare.com as well as on NEAPS portal of National
Stock Exchange. All half yearly and yearly financial results have been submitted to stock exchange within 30
minutes from the conclusion of Board Meeting in which financial results have been approved. During the year,
following half yearly and yearly financial results have been submitted on NEAPS portal
Period of Financial Results Date
Unaudited Financial Results for the half year ended November 14, 2017
September 30, 2017
Audited Financial Results for the half year and year May 30, 2018
ended March 31, 2018
Being a SME listed Company, exemptions have been provided to the Company from publishing financial results
in newspaper. Hence, Company has not published abovementioned half yearly and yearly financial results in any
of the newspaper.
2. Annual Report: Physical copy of the Annual Report for the FY 2016-17 containing Notice of 17th Annual General Meeting,
Audited Financial Statements, Director’s Report, Corporate Governance Report and Management Discussion and Analysis
Report was sent to all the shareholders who have not registered their email IDs with the Company prior to 23 days of 17th
Annual General Meeting.
Soft copy of the Annual Report for the FY 2016-17 containing Notice of 17th Annual General Meeting, Audited Financial
Statements, Director’s Report, Corporate Governance Report and Management Discussion and Analysis Report was sent by
email to the shareholders who have registered their email IDs with the Company. The Annual Report for the DY 2016-17
had also uploaded on the website of the Company www.zotahealthcare.com
3. News Release/ Investor Presentation: All press release and investor presentations made to media, analysts, institutional
investors, fund managers, are uploaded on the official website of the Company www.zotahealthcare.com
53
4. Communication to Shareholders: Communication like Annual Report, Notices, Annual Report, Dividend payment advice,
etc, are sent to the shareholders through email to the shareholders who have registered their email IDs with the Company
and by speed post/ courier to the shareholders who have not registered their email IDs with the Company.
Company has begun the initiative of save tress and reduces paper consumption; henceforth Company is sending all
shareholders communication through email. Those shareholders who have not registered their email ids are requested to
register their email ids with the Company or to their respective depositories. Shareholders who are having physical shares
can register their email ids by submitting shareholders information updation form to the Company, the same is available
on official website of the Company www.zotahealthcare.com under investor relations tab.
5. Website: Company’s official website www.zotahealthcare.com contains separate tab “Investor Relations” for
investors, in which notices of the Board Meetings, Annual Reports, Investor Presentations, Shareholding Pattern
and other announcements made to stock exchange are displayed in due course for the shareholders
information. This section of website also contains various forms and applications like application for address
change, draft documents for issue of duplicate shares, documents for transmission of shares, nomination form,
etc. for updating various information’s in the Company.
6. Email IDs for investors: The Company has formulated separate email id cszota@zotahealthcare.com for
investor service, investor can also contact share Registrar and Transfer Agent (RTA) of the Company on their
email id service@satellitecorporate.com and the same is available on website of the Company
www.zotahealthcare.com
7. SEBI SCORES: For investor compliant redressal SEBI has developed SCORES platform in which investor can
lodged any complaint against the Company for any grievance. The Company also uploads the action taken
report in the SCORES platform for redressal of investor complaint.
8. NEAPS portal: For submitting all listing compliances National Stock Exchange has developed NEAPS portal in
which all corporate can file their listing compliances. During the year, company has filed all the listing
compliances on NEAPS portal of NSE and after submitting the same is also available on official website of NSE
www.nseindia.com/emerge
9. GENERAL SHAREHOLDER INFORMATION

Date, Time and Venue of AGM Saturday, the 11th day of August, 2018 at The
Southern Gujarat Chamber of Commerce & Industry
1st floor, ‘Samruddhi Hall’, Makkai Pool, Nanpura, Surat
– 395001, Gujarat at 11:00 A.M.
Financial Year From 1st April to 31st March of the following year
Date of Book Closure From Saturday, the 04th day of August, 2018 to
Saturday, the 11th day of August, 2018 (both day
inclusive)
Listed on Stock Exchanges NSE EMERGE
Trading Symbol ZOTA
Market Price Data

Company has listed on NSE Emerge platform on 10th May, 2017. Hence, data of market price high, low for the
year 2017-18 is given below from the month of May, 2017.
Month High (Rs.) Low (Rs.) Volume (No. of Shares) Turnover (In Lakhs)
May, 2017 144.35 125.5 5,415,000 7,012.60
June, 2017 136.5 132 662,000 882.44
July, 2017 135.75 132.8 390,000 520.61
August, 2017 136.85 129.75 355,000 468.97
September, 2017 153.1 130.25 518,000 725.74
October, 2017 228 145 454,000 793.04
November, 2017 221 189 531,000 1084.09
December, 2017 225 212.25 257,000 560.9
January, 2018 222.5 208 227,000 488.96
54
February, 2018 219 200 154,500 325

March, 2018 216 203.05 96,000 199.62
Performance in comparison to other indices:
Company has listed on NSE Emerge platform on 10th May, 2017. Hence, data of ZOTA’s share price comparison
shown below is from the month of May, 2017. The charts have share prices and BSE Sensex indexed to100 as on the
first working day of 2017-18 i.e. on 10th May, 2017.
Chart: ZOTA’s Share Performance VS. BSE Sensex
180.0
160.0 163.2
Zota
140.0
120.0 BSE Sensex

109.0
100.0
80.0
Mar/2018
May/2017
Aug/2017
Sep/2017
Jun/2017
Jul/2017
Jan/2018
Nov/2017
Oct/2017
Dec/2017
Feb/2018
Registrar & Transfer Agents:

Satellite Corporate Services Pvt. Ltd.
Unit No. 49, Bldg No. 13-A-B, 2nd Floor
Samhita Commercial Co-Op. Soc. Ltd
Off Andheri Kurla Lane, MTNL Lane
Sakinaka, Mumbai - 400 072
Ph. No.: 022 28520461/462. Fax: 022 28511809
Website: www.satellitecorporate.com
Email: service@satellitecorporate.com
Tele Fax:022 28511809
Distribution of Shareholdings as on March 31, 2018:

Share Holding of Nominal Number of Shareholders No. of Shares Percentage of Total
Value Rs.
Upto 50000 1964 2136764 12.18
50001 -100000 61 438738 2.50
100001-500000 44 832006 4.74
500001-9999999999 19 14135844 80.58
Total 2088 17543352 100
Category No. of Shares held Shareholding %

Promoter & Promoter’ Relatives 11507985 65.60
Bodies Corporate 2402145 13.69
Individuals holding nominal share capital up to Rs.2 lakhs 2476912 14.12
Non Resident Indians 13580 0.07
Individuals holding nominal share capital in excess of Rs.2 lakhs 573800 3.27
55
HUF 415930 2.37

Market Maker 152000 0.87
Clearing Member 1000 0.01
Total 17543352 100
Share Transfer System

Share transfer system is handled by Satellite Corporate Service Pvt. Ltd., Share Registrar and Transfer Agent
(RTA) of the company. Shareholders who are intended to transfer shares are first need to provide transfer form
to RTA then RTA check the validity of forms and other details of form and then forward to company for approval.
Dematerialization of Shares and Liquidity:

Company is listed on NSE Emerge platform on 10th May, 2017 and all the shares are traded on NSE Emerge
platform e.f. 10th May, 2017. To facilitate shareholders for trading in demat form, Company has entered into
agreement with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL).
As on 31st March, 2018 out of total 17543352 shares 16779176i.e. 95.64%shares are in dematerialized mode.
All promoters’ shares are in dematerialized mode.
Dematerialization of Shares – Process
Those shareholders who hold shares in physical form are requested to dematerialize their shares at earliest.
Process of converting physical shares into dematerializes form is as below:
i) Shareholders need to open demat account with a Depository Participant (DP)

ii) Shareholders should collect Dematerialization Request Form (DRF) form from their respective
Depository Participant (DP) and after filling requisite information submit DRF form along with
original share certificates to their DP.
iii) DP will process the DRF and will generate a Dematerialization Request Number (DRN)
iv) DP will submit the DRF and original share certificate to Satellite Corporate Services Private Limited,
the Registrar and Transfer Agent (RTA) of the Company.
v) RTA will forward DRF to company for confirmation.
vi) Company will confirm the DRF and request RTA for process demat request.
vii) RTA will approve or reject DRF as per the direction of Company and inform the same to DP/
Depositories.
viii) Upon confirmation of request the shareholders will get their shares credited in their respective
demat account number.
Outstanding GDRs/ADRs/Warrants or any Convertible Instruments: NIL
Plant Locations:
Plot No. 169
Surat Special Economic Zone,
Near Sachin Railway Station,
Sachin, Surat – 394 230, Gujarat
Address for Correspondence:
(a) Registrar & Transfer Agents: (b) Registered Officer:
Satellite Corporate Services Pvt. Ltd. “Zota House”, 2/896, Hira Modi Street,
Unit No. 49, Bldg No. 13-A-B, 2nd Floor, Sagrampura, Surat – 395002, Gujarat
Samhita Commercial Co-Op. Soc. Ltd, Off Andheri Kurla Lane, Ph. No.: 0261 2331601
MTNL Lane, Sakinaka, Mumbai-400072 Email: info@zotahealthcare.com
Ph: No. 022 28520461/462. Fax: 022 28511809 Website: www.zotahealthcare.com
Email: service@satellitecorporate.com Tele Fax: 0261 2346415
Tele Fax:022 28511809
56
10. DISCLOSURES
Related Party Transaction
The list of related party transactions entered by the Company during the year is mentioned in note no. C-25(3)
of significant accounting notes to the financial statement. All related party transactions are monitored by Audit
Committee of the Company. Company’s policy on related party transaction is available on below link:
http://www.zotahealthcare.com/images/cms/cmsfile/Related_Party_Transactions_Policy.pdf
Statutory Compliance, Penalties and Strictures

The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange Board of
India (SEBI) / and Statutory Authorities to the extent applicable, and accordingly no penalties have been levied
or strictures have been imposed on the Company on any matter related to capital markets during the last three
years.
Whistle Blower Policy/Vigil Mechanism Policy

The Company has a formal Whistle Blower Policy/ Vigil Mechanism Policy and the same is available on the
website of the Company www.zotahealthcare.comThe Directors of the Company affirms that no personnel have
been denied access to the Audit Committee.
Mandatory & Non Mandatory Requirements

The Company has complied with all the mandatory requirements of Corporate Governance and endeavors to
adopt good corporate governance practices which help in adoption of non mandatory requirements.
Material Subsidiary
As of now Company does not have any material subsidiary, Company’s policy on material subsidiary as available
on link http://www.zotahealthcare.com/images/cms/cmsfile/Policy_for_Determining_Material_Subsidiary.pdf
11. DISCRETIONARY REQUIREMENTS

The Board
The chairperson of the company is Non-Executive Director.
Shareholder Rights
Half yearly and yearly declaration of financial performance is uploaded on the website of the company
www.zotahealthcare.com as soon as it is intimated to the stock exchange.
Modified opinion(s) in audit report

Standard practices and procedures are followed to ensure unmodified financial statements.
Separate posts of chairperson and chief Executive Officer

The Company has appointed Non-Executive director as a Chairman and also appointed executive director as a
Managing Director. Hence, there will be no conflict of interest between these two positions.
Reporting of Internal Auditor

The Internal Auditors M/s Pradeep K. Singhi & Associates, Chartered Accountant and M/s Suresh I Surana &
Associates, Chartered Accountant have reported directly to the Audit Committee of the Company.
For Zota Health Care Limited
Sd/-
Date: 06.07.2018 Ketankumar Chandulal Zota
Place:Surat Chairman
DIN:00822594
57
ANNEXURE – 5
AS PER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014
A. CONSERVATION OF ENERGY
(i) The steps taken or impact on conservation of energy
(ii) The steps taken by the Company for utilising alternate sources of energy NIL
(iii) The capital investment on energy conservation equipment
B. TECHNOLOGY ABSORPTION
(i) The efforts made towards technology absorption
(ii) The benefits derived like product improvement, cost reduction, product development
or import substitution
(iii) In case of imported technology (imported during last three years reckoned from the
beginning of the financial year) NIL
a. The details of technology imported
b. The year of import
c. Weather the technology been fully absorbed
d. If not fully absorbed areas where absorption has not taken place & reasons thereof
(iv) The expenditure incurred on research & development during the year 2017-18 was Rs. 06 lakhs
C. FOREIGN EXCHANGE EARNING AND OUTGO

The Foreign Exchange earning in terms of actual inflows
Export of goods calculated on FOB basis Export by SEZ unit during the financial year 2017-18 was Rs. 471.65
lakhs.
The Foreign Exchange outgo during the year in terms of actual outflows
Foreign Exchange outgo during the financial year 2017-18 was Rs. 36.65 lakhs

Sd/- Sd/-
DIN:07625219 DIN:01097722
63
ANNEXTURE 7
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2018
[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,
Zota Health Care Limited
(CIN: L24231GJ2000PLC038352)
Zota House 2/896 Hira Modi Street
Sagrampura Surat 395002.
I/We have conducted the secretarial audit of the compliance of applicable statutory provisions and
the adherence to good corporate practices by M/s. Zota Health Care 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/our verification on the test check basis of the M/s. Zota Health Care Limited, books,
papers, minute 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 31st March, 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, minute books, forms and returns filed and other records
maintained by M/s. Zota Health Care Limited for the financial year ended on 31st March, 2018
according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the
extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial
Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of
India Act, 1992 (‘SEBI Act’) to the extent applicable during the year: -
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 (Share based Employee Benefits) Regulations,
2014;
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008;
64
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;
and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
vi. Other Laws Specifically Applicable to Company:
a. Income Tax Act, 1961
b. VAT Act, GST and other indirect taxes
c. Labour Laws
d. The Patents Act, 1970
e. Indian Copyrights Act, 1957
f. The Trademark Act, 1999
g. The Drugs and Cosmetics Act, 1940
h. The Drugs and Cosmetics Rules, 1945
i. The Drugs (Price Control) Order, 2013
j. Food safety and Standard Act, 2006
I have examined compliance with the applicable clauses of the following:
i. Secretarial Standards with regard to the Meeting of Board of Directors (SS-1) and General
Meetings (SS-2) issued by The Institute of Company Secretaries of India.
ii. The Listing Agreements entered into by the Company with NSE-Emerge Stock Exchange of India
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
During The year under review, the company has generally complied with the provisions of the act,
rules, regulations and guidelines mentioned above.
I further report that, based on the information provided by the company, its officers and authorised
representative during the conduct of the audit, and also on the review of reports by CS/CEO and
Internal Auditor of the company, in my opinion, adequate systems and processes and control
mechanism exist in the company to monitor and ensure compliance with applicable general laws.
I further report, that the compliance by the company of applicable financial laws, like direct and
indirect tax laws and other business specific laws narrated in point vi has not been reviewed in this
audit since the same have been subject to review by statutory financial audit and other designated
professionals.
I further report that the Board of Directors of the Company is duly constituted with proper balance
of Executive Directors, Non-Executive Directors and Independent Directors. 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 Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent at least seven days 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.
As per the minutes of the meetings duly recorded and signed by the chairman, the decisions of the
board were unanimous and no dissenting views have been recorded.
I/we 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 report further that, during the audit period, there were no specific events/actions in pursuance of
the aforesaid laws, rules, regulations, etc. having a major bearing on the company’s affairs, except
a) The company has came out with an IPO at NSE Emerge Platform of NSE with issue of 31,80,000
Eq. shares & offer for sale of 15,00,000 Eq. shares. The company was listed on 10/05/2017.
65
b) During the audit period there was gap in recording of ex-dividend date and record date for
dividend declaration, due to that company has to pay excess dividend.
Place: SURAT Signature: sd/-

Date: 06.07.2018 Name of PCS: Ranjit B. Kejriwal
FCS No.: 6116
C P No.: 5985
66
ANNEXURE – 8
The Disclosures pertaining to remuneration as required under section 197(12)
of the companies act, 2013 read with rule 5 (1) of the companies
(appointment and remuneration of managerial personnel) Amendment rules,
2016 are as under:
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary
during the financial year 2017-18, ratio of the remuneration of the employees of the Company for the financial
year 2017-18 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the
performance of the Company are as under:
Sr. Name of Director/KMP and Remuneration of % increase in Ratio of Remuneration of

Designation Director/KMP for F.Y. Remuneration in each Director/to median
No.
2017-18 (in Rs. lakhs) the F.Y. 2017-18 remuneration of
employees
1 Ketankumar Chandulal Zota NIL NIL NIL

Non-Executive Chairman
2 Moxesh Ketanbhai Zota 9.00 NIL 7.75:1
Managing Director
3 Himanshu Muktilal Zota 9.00 NIL 7.75:1
Whole Time Director
4 Kamlesh Rajnikant Zota 9.00 NIL 7.75:1
Whole Time Director
5 Manukant Chandulal Zota 9.00 NIL 7.75:1
Whole Time Director
6 Saileshkumar Sevantilal NIL NIL NIL
Shah
Non-Executive Independent
Director
7 Varsaben Gaurang Mehta NIL NIL NIL
Director
8 Mahesh Mavjibhai Prajapati NIL NIL NIL
Director
9 Ashvin Variya 5.28 41.18 N.A.
Company Secretary &
Compliance Officer
10 Viral Madviwala 5.26 9.58 N.A.
Chief Financial Officer
(i) Names of the top ten employees in terms of remuneration drawn from the Company in the
financial year 2017-18:
Sr. Name & Qualification Remunerati Date of Age Particulars of Last Relative of
No Designation and on (Rs. In Appointm (In Employment Director/
. Experience Lakhs) ent years) Manager
1 Jatin Zota – Diploma In 15.00 01/04/200 36 N.A. N.A.
Head of Chemical 8
Domestic Market Engineering
(12 years)
2 Niral Zota – H.S.C. (21 15.00 01/04/201 41 N.A. Brother of Mr.
67
Head of years) 0 Himanshu

Domestic Market Zota (Whole
Time Director)
3 Viren Zota – B.B.A. (12 15.00 01/04/200 34 N.A. Son of Mr.
Head of years) 8 Manukant
Domestic Market Zota (Whole
Time Director)
4 Himanshu Zota – Diploma in 9.00 01/04/201 44 N.A. N.A.
Whole Time Pharmacy 5
Director (24 years)
5 Kamlesh Zota – B.Pharm (23 9.00 01/04/201 45 Technical Assistant - N.A.
Whole Time years) 5 Torrent
Director Pharmaceuticals Ltd,
Production Officer –
Unique
Pharmaceuticals
Laboratories,
6 Moxesh Zota – B.Pharm, 9.00 07/10/201 27 N.A. Son of Mr.
Managing Master of 6 Ketan Zota
Director Science – (Chariman)
BPP
University
(UK) (3.5
years)
7 Manukant Zota – M.SC (23 9.00 01/04/201 67 N.A. Brother of Mr.
Whole Time years) 5 Ketan Zota
Director (Chairman)
8 Ratilal G. B. Pharm (26 8.95 16/05/200 51 Sr. Chemist - N.A.
Harkhani – Plant years) 9 Torrent
Manager Pharmaceuticals Ltd,
Manager - Akums
Drugs &
Pharmaceuticals Ltd,
Manager - Meridian
Pharmacare Pvt. Ltd.
9 Srikant V. Siriya – H.S.C.(8 8.00 01/04/200 48 N.A. N.A.
Marketing Years) 9
Manager (Ethical
Division)
10 Rajesh Shinde – B.Com (23 7.58 12/01/201 44 National Sales N.A.
National Sales years) 6 Manager - Astra Idl
Manager (Astra Ltd,
Division) Zonal Sales
Manager -
Eglowment,
Area Business
Manager -
Emcure Pharma,
Marketing
Representative -
Cadila Pharma Ltd
(ii) The median remuneration of employees of the Company during the Financial Year was Rs.
116174/-
(iii) In the Financial year, the median remuneration of employees is decreased by 7.55%.
(iv) There were 223 permanent employees on the rolls of the Company as on March 31,2018;
68
(v) Average percentage increase made in the salaries of employees other than the managerial
personnel in comparison of the last financial year is 7.83%. There is an average increase of 23.42%
in the remuneration of Key Managerial personnel in comparison to the last financial year.
(vi) The remuneration of KMP is as per the recommendations of the Nomination & Remuneration
Committee.
(vii) It is hereby affirmed that the remuneration paid is as per the remuneration policy for Directors,
Key Managerial Personnel and other Employees.

Sd/- Sd/-
DIN:07625219 DIN:01097722
69
ANNEXURE - 9
Certificate in terms of Regulation 17(8) of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
To
The Board of Directors
Zota Health Care Limited.
Dear Sir(s)/Madam,
In accordance with Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, we certify that:
1. We have reviewed the financial statements and the cash flow statement for the financial year ended March 31, 2018
and that to the best of our knowledge and belief:
a. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
b. these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the financial
year ended March 31, 2018 which are fraudulent, illegal or violative of the Company’s code of conduct.
3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting. We have not
come across any reportable deficiencies in the design or operation of such internal controls.
4. We have indicated to the auditors and the Audit Committee:-

a. that there are no significant changes in internal control over financial reporting during the financial year ended
March 31, 2018;
b. during year company has adopted IND AS apart from this there are no significant changes in accounting policies
during the financial year ended March 31, 2018; and
c. that there are no instances of significant fraud of which we have become aware.

Sd/-
Viral Mandviwala
Chief Financial Officer
70
ANNEXURE - 10
DECLARATION BY MANAGING DIRECTOR THAT THE
MEMBERS OF BOARD OF DIRECTORS AND SENIOR
MANAGEMENT PERSONNEL HAVE AFFIRMED WITH THE
CODE OF CONDUCT OF BOARD OF DIRECTORS AND
SENIOR MANAGEMENT
All the Members of the Board of Directors of the Company and Senior Management Personnel have affirmed
compliance with the Code of Conduct for the financial year ended 31st March, 2018 as applicable to them as laid
down in Companies Act, 2013 with the code of conduct of Board of directors and senior management.
Date:06.07.2018 For Zota Health Care Limited

Place:Surat Sd/-
Moxesh Ketanbhai Zota
Managing Director
DIN:07625219
71
ANNEXURE - 11
D.S.M & CO. 5-D, Pradakshina, Pratistha Complex,
Chartered Accountants Parle Point, Surat, 395007
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of
Zota Health Care Limited.
We have examined the compliance of the conditions of Corporate Governance by Zota Health Care Limited (The
Company); for the year ended 31st March 2018 as stipulated in Regulation 27(2) of SEBI (Listing Obligation And
Disclosure Requirements), Regulations 2015 of the said Company with NSE Emerge.
The compliance of the conditions of Corporate Governance is the responsibility of the Company's management.
Our examination was limited to the procedures and implementation thereof, adopted by the Company for
ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of
an opinion on the financial statement of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that
the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned
SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015.
We state that no investor grievances are pending for a period exceeding one month against the Company as
per the records maintained by the Shareholders/Investors Grievances Committee.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with the management has conducted the affairs of the Company.
For D.S.M & CO.

Chartered Accountants
Sd/-
Dhaval S. Maheta
Proprietor
M.No. 120700
FRN.132003W
Place: Surat
Date:06.07.2018
72

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ZOTA HEALTH CARE LIMITED
Report on the Indian Accounting Standards (Ind AS) Financial Statements
We have audited the accompanying Ind AS financial statements of ZOTA HEALTH CARE LIMITED (the
"company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including
Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year
then ended and a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Ind AS 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 of these Ind AS financial statements to give a true and fair view
of the financial position, financial performance (including other comprehensive income), cash flows and changes
in equity of the company in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as
amended) under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of 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 Ind AS
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 Ind AS financial statements based on our audit.
We have taken into account the provisions of the Act and the Rules made there under including 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 there under.
We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing
specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the
Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the
Ind AS financial statements. The procedures selected depend on the auditors' judgment, including the
assessment of the risks of material misstatement of the Ind AS 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 Ind AS financial statements that give a true and fair view, in order to design audit
73
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 Ind AS 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 Ind AS financial statements.
Auditor’s Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
Ind AS 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 affairs of
the company as at March 31, 2018, and its total comprehensive income (comprising of profit and other
comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
The comparative financial information of the company for the year ended March 31, 2017 and the transition
date opening Balance Sheet as at April 1, 2016 included in these Ind AS financial statements, are based on the
previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016
prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were
audited by the predecessor auditor who expressed an unmodified opinion vide reports dated May 30, 2017 and
July 25, 2016 respectively. The adjustments to those financial statements for the differences in accounting
principles adopted by the company on transition to the Ind AS have been audited by us.
Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2016, issued by the Central Government of India in
terms f sub-section (11) of section 143 of the Act (the "Order") and according to the information and
explanations given to us, We enclose in the "Annexure A" a statement on the matters specified there in.
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 purpose of our audit.;
b) In our opinion proper books of accounts as required by Law have been kept by the company, so far as it
appears from our examination of the books;
c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow
Statement and the Statement of Changes in Equity dealt with by this report are in agreement with the books of
account.
d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards
specified under Section 133 of the Act.
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".
g) With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and
according to the information and explanations given to us:
(i) The Company does not have any pending litigations which would impact its financial position
74
(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any
material foreseeable losses"
(iii) There were no amounts which required to be transferred, to the Investor Education and Protection Fund by
the Company
For D S M & Co
Sd/-
Date: 30-05-2018 CA. Dhaval S. Maheta
Place: Surat Proprietor
M. No. 120700
Firm No. 132003W
75

ZOTA HEALTH CARE LIMITED
(Referred to in paragraph 1, under 'Report on Other Legal and Regulatory Requirements' section of our Report of even
date)
ANNEXURE "A" TO THE AUDITOR'S REPORT
Sr. No. Particulars Auditor's Remark
(i) (a) Whether the company is maintaining proper The Company has maintained proper records
records showing full particulars, including showing full particulars, including quantitative details
quantitative details and situation of fixed assets; and situation of fixed assets.
(b) Whether these fixed assets have been According to the information and explanations given
physically verified by the management at to us, the fixed assets have been physically verified
reasonable intervals; whether any material by the management during the period at reasonable
discrepancies were noticed on such verification intervals. As explained to us, no material
and if so, whether the same have been properly discrepancies were noticed as compared to the
dealt with in the books of account; books records, on such physical verification.
(c) Whether title deeds of immovable properties According to the information and explanations given
are held in the name of the company. If not, to us, all the immovable properties are in the name
provide details thereof. of the company.
(ii) Whether physical verification of inventory has been As explained to us, inventory of the Company has
conducted at reasonable intervals by the been physically verified during the period by the
management and whether any material management at regular intervals.
discrepancies were noticed and if so, how they No material discrepancies were noticed as
have been dealt with in the books of account; compared to the books records, on such physical
verification.
(iii) Whether the company has granted any loans, As per the information and explanations given to us,
secured or unsecured to companies, firms or other the company has not granted any loans, secured or
parties covered by clause (76) of Section 2 of the unsecured, to companies, firms or other parties
Companies Act, 2013. If so, covered by clause (76) of Section 2 of the Companies
Act, 2013.
(a) Whether the terms and conditions of the grant Not Applicable
of such loans are not prejudicial to the company's
interest;
(b) Whether receipt of the principal amount and Not Applicable
interest are regular. If not provide details thereof;
and
(c) If overdue amount is more than rupees five Not Applicable
lakhs, whether reasonable steps have been taken
by the company for recovery of the principal and
interest;
(iv) In respect of loans, investments and guarantees, As per the information and explanations given to us,
whether provisions of Section 185 and 186 of the the company has complied with the provisions of
Companies Act, 2013 have been complied with. If Sec-185 & Sec-186 of the Companies Act, 2013.
not, provide details thereof.
76
(v) In case the company has accepted deposits, According to the information and explanations given
whether the directives issued by the Reserve Bank to us, the Company has not accepted deposits from
of India and the provisions of sections 73 to 76 or the public and the other security deposits accepted
any other relevant provisions of the Companies are not considered as deposits as per section 73 to
Act, 2013 and the rules framed there under, where 76.
applicable, have been complied with? If not, the Accordingly, the provisions of Section 73 to 76 of the
nature of such contraventions be stated; If an Companies Act, 2013 and rules framed there under
order has been passed by Company Law Board or have been complied with.
National Company Law Tribunal or Reserve Bank of
India or any court or any other tribunal, whether
the same has been complied with or not?
(vi) Whether maintenance of cost records has been According to the information & explanation given to
specified by the Central Government under sub- us, cost records have been maintained by the
section (1) of section 148 of the Companies Act, company as prescribed under sub section (1) of
2013 and whether such accounts and records section 148 of the Companies Act, 2013.
have been so made and maintained;
(vii) (a) whether the company is regular in depositing According to the information and explanations given
undisputed statutory dues including provident to us and according to the records, the Company
fund, employees' state insurance, income-tax, has generally been regular in depositing undisputed
sales-Lax, , service tax, duty of customs, duty of statutory dues with appropriate authorities during
excise, value added tax, and any other statutory the year.
dues with the appropriate authorities and if not, According to the and explanations given to us, no
the extent of the arrears of outstanding statutory undisputed amounts payable in respect of the
dues as at the last day of the financial year aforesaid dues were outstanding as at 31st March
concerned for a period of more than six months 2018 for a period of more than six months from the
from the date they became payable, shall be date they became payable.
indicated by the auditor.
(b) Where dues of income tax or sales tax or According to the information and explanations given
service tax or duty of customs or duty of excise or to us and the statutory examination of the records,
value added tax have not been deposited on there are no disputed dues which have not been
account of any dispute, then the amounts involved deposited on account of Disputed matters pending
and the forum where dispute is pending shall be before the appellate authorities.
mentioned. (A mere representation to the
concerned Department shall not be treated as a
dispute).
(viii) Whether the company has defaulted in repayment In our opinion and according to the information and
of dues to a financial institution or bank or explanation given to us, the Company has not
debenture holders? If yes, the period and amount defaulted in repayment of dues to the bank or
of default to be reported (in case of banks and financial institutions during the reported period.
financial institutions, lender wise details to be
provided).
(ix) Whether moneys raised by way of public issue/ According to the information and explanations
follow-on offer (including debt instruments) and provided to us, during the year, Company has come
term loans were applied for the purposes for out with initial public offer and the moneys raised by
which those are raised. If not, the details together way of initial public offer were applied for the
with delays / default and subsequent rectification, purpose for which those were raised.
if any, as may be applicable, be reported;
(x) Whether any fraud by the company or any fraud According to the information and explanations given
on the Company by its officers/ employees has to us, no fraud has been noticed or reported during
been noticed or reported during the year; if yes, the year by the company or on the company.
the nature and the amount involved be indicated.
77
(xi) Whether managerial remuneration has been paid / According to information given to us, managerial
provided in accordance with the requisite remuneration has been paid in accordance with the
approvals mandated by the provisions of section provisions of section 197 read with schedule V of the
197 read with schedule V to the Companies Act? If Companies Act, 2013.
not, state the amount involved and steps taken by
the company for securing refund of the same.
(xii) Whether the Nidhi Company has complied with the Not Applicable
Net Owned Fund in the ratio of 1: 20 to meet out
the liability and whether the Nidhi Company is
maintaining 10% liquid assets to meet out the
unencumbered liability.
(xiii) Whether all transactions with the related parties According to the information given to us all
are in compliance with Section 188 and 177 of transactions with the related parties are in
Companies Act, 2013 where applicable and the compliance with Section 188 and 177 of the
details have been disclosed in the Financial Companies Act, 2013. Also, the details of the related
Statements etc. as required by the accounting party transactions have been disclosed in the
standards and Companies Act, 2013. Financial Statements as required by the accounting
standards and the Companies Act, 2013.
(xiv) Whether the company has made any preferential According to the information and explanations given
allotment / private placement of shares or fully or to us, the company has not made any preferential
partly convertible debentures during the year allotment / private placement of shares or fully or
under review and if so, as to whether the partly convertible debentures during the year under
requirement of Section 42 of the Companies Act, review.
2013 have been complied and the amount raised
have been used for the purposes for which the
funds were raised. If not, provide details thereof.
(xv) Whether the company has entered into any non- According to the information and explanations given
cash transactions with directors or persons to us, the company has not entered into any non-
connected with him and if so, whether provisions cash transactions with directors or persons
of Section 192 of Companies Act, 2013 have been connected with him.
complied with.
(xvi) Whether the company is required to be registered Not Applicable

under section 45-IA of the Reserve Bank of India
Act, 1934 and if so, whether the registration has
been obtained.
For D S M & Co
Sd/-
CA. Dhaval S. Maheta
Proprietor
Date: 30-05-2018 M. No. 120700
Place : Surat Firm No. 132003W
78

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)
ANNEXURE "B" TO THE AUDITOR'S REPORT
We have audited the internal financial controls over financial reporting of ZOTA HEALTH CARE LIMITED (“the
Company”) as of 31st March 2018 in conjunction with our audit of the standalone financial statements of the
Company for the period 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.
Auditors’ 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 Institute of Chartered Accountants of India. Those Standards and the Guidance Note
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal
financial controls system over financial reporting and their operating effectiveness. Our audit of internal
financial controls over financial reporting included obtaining an understanding of internal financial controls
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. 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.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting

79
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 authorisations of management and
directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use,
or disposition of the company's assets that could have a material effect on the condensed 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 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
31st 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.
For D S M & Co
Sd/-
CA. Dhaval S. Maheta
Proprietor
Date: 30-05-2018 M. No. 120700
Place : Surat Firm No. 132003W
80
BALANCE SHEET
Balance Sheet as at 31st March, 2018
(All Amounts in )
As at As at As at
Note
Particulars 31st March,
No.
31st March, 2018 2017 1st April, 2016
ASSETS
(1) Non-Current Assets
Property, plant and equipment M- 72,647,457.01 59,319,303.60 63,786,136.20
01&S-
07
Intangible Assets M-02 22,974,512.49 7,906,131.68 8,499,860.68
Capital work-in-progress M-03 360,672.25 15,000,142.00 11,317,943.00
Intangible assets under development - 9,953,551.00 -
Financial Assets -
(i) Investments C-03 261,478,570.00 100.00 887,741.00
(iii) Loans C-04 3,075,269.00 1,075,269.00 1,075,269.00
Other Non-current assets - -
Total Non-Current assets 360,536,480.75 93,254,497.28 85,563,949.88
(2) Current Assets
Inventories C-05 242,826,977.55 239,101,222.81 163,324,843.37
Financial Assets - - -
(i) Trade Receivables C-06 229,267,794.94 170,820,351.91 157,763,882.21
(ii) Cash and Cash Equivalents C-07 24,620,926.85 1,370,223.63 7,561,817.36
(iii) Loans C-08 48,375,832.00 29,937,453.14 25,176,909.00
Other Current Assets C-09 12,315,022.42 3,564,533.71 1,123,751.22
Total Current assets 557,406,553.76 444,793,785.20 354,951,203.66
Total Assets 917,943,034.51 538,048,282.48 440,515,153.54
EQUITY AND LIABILITIES
(1) Equity
(i) Equity Share capital C-10 175,433,520.00 143,633,520.00 143,633,520.00
(ii) Other Equity C-11 522,343,027.30 126,195,849.20 88,072,248.67
Total Equity 697,776,547.30 269,829,369.20 231,705,768.67
(2) Liabilities
Non-Current Liabilities
Financial Liabilities
(i) Borrowings C-12 - 24,571,358.00 22,263,751.00
Provisions C-13 4,917,913.00 4,538,352.00 3,371,472.00
Deferred tax liabilities (Net) 1,549,370.92 1,182,276.10 1,634,256.00
Total non-current liabilities 6,467,283.92 30,291,986.10 27,269,479.00
Current liabilities
Financial Liabilities
(i) Borrowings C-14 - 16,389,975.72 -
(ii) Trade payables 164,674,326.86 183,593,067.04 146,044,557.83
Other Current liabilities C-15 3,123,842.97 3,592,234.66 3,978,851.39
Provisions C-16 45,901,033.46 34,351,649.76 31,516,496.65
Total current liabilities 213,699,203.29 237,926,927.18 181,539,905.87
Total Liabilities 220,166,487.21 268,218,913.28 208,809,384.87
Total Equity and Liabilities 917,943,034.51 538,048,282.48 440,515,153.54
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Significant Accounting Policies

See accompanying notes to the financial
statements
For and on behalf of the Board For D S M & Co
Sd/- Sd/-
(Whole Time Director) (Managing Director) Sd/-
Himanshu M. Zota Moxesh K. Zota CA. Dhaval S. Maheta
(Din : 01097722) (Din : 07625219) Proprietor
34,Ichhanath Umra, Surat 8D,Lal Bunglow, Athwalines, Surat M. No. 120700
Firm No. 132003W
Sd/- Sd/-
Company Secretary Chief Financial Officer
Ashvin Variya Viral Mandviwala
Date: 30-05-2018
Place : Surat
82
STATEMENT OF PROFIT AND LOSS
Statement of Profit & Loss for the year ended 31st March, 2018
(All Amounts in )
Year Ended Year Ended
Particulars Note No.
31st March, 2018 31st March, 2017
I. Revenue from Operations C-18 778,515,315.30 715,799,819.88
II. Other Incomes C-19 15,185,725.00 563,702.06
III. Total Revenue 793,701,040.30 716,363,521.94
IV. Expenses:
Cost of Materials Consumed: C-20 80,020,902.85 30,955,013.46
Purchases of Stock-in-Trade 425,451,504.37 492,998,339.72
Changes in Inventories of Finished Goods, Work-in- C-21
Progress and Stock-in-Trade 4,900,566.26 (72,461,917.44)
Employee Benefit Expenses C-22 66,366,953.06 61,545,179.00
Finance Costs C-23 1,210,892.73 6,823,659.83
Depreciation / Amortisation and Depletion Expense M-01 & M- 9,365,955.84 10,540,567.00
02 & S-07
Other Expenses C-24 92,762,089.27 102,345,677.74
V. Total Expenses 680,078,864.38 632,746,519.31
VI. Profit/(loss) before exceptional items and tax (III-V) 113,622,175.92 83,617,002.63
Exceptional items 203,754.00 -
VII. Profit/(loss) before tax 113,418,421.92 83,617,002.63
VIII. Tax Expense:
(1) Current tax 39,865,550.00 28,596,186.00
(1.1) I.T. & DD Tax Provision Created Short/ excess 509,084.00 61,810.00
(2) Deferred Tax (367,094.82) 451,979.90
VIII. Profit/ (Loss) for the Year 72,676,693.10 55,410,986.53
Other Comprehensive Income
A (i) Items that will not be reclassified to Statement of - -
profit and loss
(ii) Income Tax relating to items that will not be - -
reclassified to Statement of profit and loss
B (i) Items that will be reclassified to Statement of profit - -
and loss
(ii) Income Tax relating to items that will be reclassified - -
to profit and loss
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year 72,676,693.10 55,410,986.53
Earnings per equity share of face value of 10 each
(1) Basic (in ) 4.23 3.86
(2) Diluted (in ) 4.23 3.86
83
Significant Accounting Policies

See accompanying notes to the financial statements
Sd/- Sd/-
Firm No. 132003W
Sd/- Sd/-
Date: 30-05-2018
Place : Surat
84
CASH FLOW STATEMENT

Cash Flow Statement For the Year Ended 31st March, 2018
PARTICULARS 2017-18 ( ) 2016-17 ( )
A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax as per Statement of Profit and Loss 113,418,422 83,617,003
Adjusted for:
Exceptional items 203,754 -
Depreciation / Amortisation and Depletion Expense 9,365,956 10,540,567
Interest on Unsecured loan 644,152 2,968,109
Interest on Term loan 433,397 3,650,821
Interest on Fixed Deposits (14,716,195) (55,698)
Interest on GEB Deposits (56,297) -
(Profit) / Loss on Sale / Discard of Assets - (52,193)
Operating Profit before Working Capital Changes 109,293,189 100,668,609
Adjusted for:
Trade Payables (18,918,740) 37,548,509
Provisions-Current Liabilities 11,549,384 2,835,153
Borrowings-Current Liabilities (16,389,976) 16,389,976
Provisions - Non-Current 379,561 1,166,880
Current Liabilities (468,392) (386,617)
Trade Receivables (58,447,443) (13,056,470)
Loans (18,438,379) (4,760,544)
Inventories (3,725,755) (75,776,379)
Other Current Assets (8,750,489) (2,440,782)
Changes in Working Capital (113,210,228) (38,480,274)
Cash Generated from Operations (3,917,039) 62,188,335
Taxes Paid (40,374,634) (28,657,996)
Net Cash Flow from/(Used in) Operating Activities (A) (44,291,673) 33,530,339
B CASH FLOW FROM INVESTING ACTIVITIES
Purchase of Intangible Assets (8,902,725) (9,953,551)
Proceeds from disposal of Tangible Assets - 150,000
Interest on Fixed Deposits 14,716,195 55,698
Purchase of Tangible Assets (4,266,745) (9,263,011)
Non-current Investments (261,478,470) 887,641
Net Cash Flow (Used in) Investing Activities (B) (261,875,448) (18,123,223)
C CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from/(Repayment of) Long Term Borrowings (24,571,358) 2,307,607
Proceeds from Issue of Equity Share Capital 31,800,000 -
Increase in Securities Premium Reserve 365,700,000 -
Interest on Unsecured Loan (644,152) (2,968,109)
Interest on Term Loan (433,397) (3,650,821)
Dividend Paid (35,255,994) (14,363,352)
Tax on Dividend (7,177,275) (2,924,034)
Net Cash Flow from / (Used in) Financing Activities (C) 329,417,824 (21,598,709)
Net Increase/Decrease) in Cash & Cash Equivalents (A+B+C) 23,250,702 (6,191,594)
Opening Balance of Cash and Cash Equivalents 1,370,224 7,561,817
Closing Balance of Cash and Cash Equivalents 24,620,926 1,370,224
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See accompanying notes to the financial statements

Sd/- Sd/-
(Whole Time Director) (Managing director) Sd/-
Firm No. 132003W
Sd/- Sd/-
Date: 30-05-2018
Place : Surat
86

Statement of changes in equity for the year ended 31st March, 2018
I. Equity share capital
Particulars Amount
As at April 01, 2016 143,633,520.00
Changes in equity share capital -
As at March 31, 2017 143,633,520.00
Changes in equity share capital 31,800,000.00
As at March 31, 2018 175,433,520.00
II. Other Equity
Particulars Reserves and surplus
Total
Securities premium Retained
reserve earnings
As at April 01, 2016 - 88,072,248.67 88,072,248.67
Profit for the year - 55,410,986.53 55,410,986.53
Other comprehensive income - - -
Total comprehensive income for the year - 55,410,986.53 55,410,986.53
Transactions with owners in their capacity as
owners:
Final Dividend paid - (14,363,352.00) (14,363,352.00)
Dividends distribution tax paid - (2,924,034.00) (2,924,034.00)
As at March 31, 2017 - 126,195,849.20 126,195,849.20
Profit for the year - 72,676,693.10 72,676,693.10
72,676,693.10
Other comprehensive income - - -
Total comprehensive income for the year - 72,676,693.10 72,676,693.10
72,676,693.10
Increase in Securities Premium Reserve On issue of
365,700,000.00 - 365,700,000.00
shares
Transactions with owners in their capacity as
owners: - -
Final Dividend paid - (35,086,704.00) (35,086,704.00)
Dividends distribution tax paid - (7,142,811.00) (7,142,811.00)
As at March 31, 2018 365,700,000.00 156,643,027.30 522,343,027.30
The accompanying notes are an integral part of the financial statements.

As per our report of even date

Sd/- Sd/-
Firm No. 132003W
Sd/- Sd/-
Date: 30-05-2018
Place : Surat
87
NOTE # C-01
CORPORATE INFORMATION:
Zota Health Care Ltd. is a company domiciled in India and Incorporated under the provisions of the Companies Act,
1956. The company is engaged in the Manufacturing & Trading in Pharmaceutical Products. The company caters to both
domestic and international markets.
NOTE # C-02
1. SIGNIFICANT ACCOUNTING POLICIES
1.1 Basis of Preparation of Financial Statements:
a. Compliance with Ind AS

The financial statements are prepared on the accrual basis of accounting and in accordance with the
Indian Accounting Standards (hereinafter referred to as the Ind AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015.
For all periods up to and including the year ended March 31, 2017; the Company prepared its financial
statements in accordance with Accounting Standards notified under the section 133 of the Companies
Act, 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP).
Financial statements for the year ended March 31, 2017 have been restated to give comparative figures
to the financial statements for the year ended March 31, 2018, being the first year for preparation of
financial statements in accordance with Ind AS. The Company has adopted all the applicable Ind AS
notified under Section 133 of the Companies Act, 2013 (the Act) read with Rule 4 of the Companies
(Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.
As these are the first financial statements prepared in accordance with Ind AS the adoption was carried
out in accordance with Ind AS 101 'First-time adoption of Indian Accounting Standards' (Refer Note 4 on
first- time adoption of Ind AS including reconciliation and description of the effect of the transition).
b. Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:
- certain financial assets and liabilities that are measured at fair value,
- Share based payments; and
- defined benefit plans - plan assets measured at fair value
1.2 Summary of significant accounting policies
i. Current and non-current classification

The assets and liabilities reported in the balance sheet are classified on a "current/non-current basis".
An asset is treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading;
- Expected to be realized within twelve months after the reporting date, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.
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All other assets are classified as non-current.
A liability is current when:

- It is expected to be settled in normal operating cycle;
- It is held primarily for the purpose of trading;
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.
All other liabilities are classified as non -current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Based on the nature of products and the time between the acquisition of assets for processing and their
realization in cash and cash equivalents, the company has ascertained its operating cycle as 12 months
for the purpose of current/non-current classification of assets and liabilities.
ii. Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-In the principal market for the asset or liability, or
-In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
The fair value measurement of a non-financial asset takes into account market participant's ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data is available to measure fair value, maximizing the use of relevant observable inputs and
minimizing the use of unobservable inputs.
Where required/appropriate, external valuers are involved.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
-Level 1 - Quoted (unadjusted) prices in active market for identical assets or liabilities.
-Level 2 (if level 1 feed is not available/appropriate) - Valuation techniques for which the lowest level input
that is significant to the fair value measurement is directly or indirectly observable.
-Level 3 (if level 1 and 2 feed is not available/appropriate) - Valuation techniques for which the lowest level
input that is significant to the fair value measurement is unobservable.
For financial assets and liabilities maturing within one year from the Balance Sheet date and which are
not carried at fair value, the carrying amount approximates fair value due to the short maturity of these
instruments.
The Company recognizes transfers between levels of fair value hierarchy at the end of reporting period
during which change has occurred.
89
iii. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision-maker. The chief operating decision-maker, is responsible for allocating resources and
assessing performance of the operating segments and makes strategic decisions.
iv. Foreign currency translation
Functional and presentation currency

Items included in the financial statements are measured using the currency of the primary economic
environment in which the Company operates ('the functional currency'). The financial statements are
presented in Indian Rupees (INR), which is Zota Health Care Limited's functional and presentation
currency.
Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the
dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation of monetary assets and liabilities denominated in foreign currencies
at year end exchange rates are generally recognized in Statement of Profit and Loss. Non-monetary items
that are measured at historical cost in foreign currency are not retranslated.
v. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are inclusive of excise duty and net of discounts, allowances, returns, value added taxes/sales tax
and amounts collected on behalf of third parties. The Company recognizes revenue when the amount of
revenue can be reliably measured, it is probable that future economic benefits will flow to the entity, the
significant risk and reward of ownership has passed onto the customer, the recovery of the cost can be
estimated reliably and there is no continuing managerial involvement with the product.
The Company has assumed that recovery of excise duty flows to the Company on its own account and
thus, revenue includes excise duty.
However, goods and services tax (GST) and sales tax/value added tax (VAT) is not received by the
Company on its own account. Rather, it is tax collected on value added to the commodity by the seller on
behalf of the government. Accordingly, it is excluded from revenue.
Sale of goods
Revenue from sale of goods is recognized when significant risk and rewards of ownership is passed on to
customer, Revenue from sale of goods is stated exclusive of Sales tax/ VAT/GST and are net of sales
returns, discounts, provision for anticipated returns on expiry, made on the basis of management
expectation taking into account past experience.
Interest income
For all financial instruments measured at amortized cost, interest income is recorded using the effective
interest rate, which is the rate that exactly discounts the estimated future cash receipts through the
expected life of the financial instrument.
Interest income is included in 'Other Income' in the Statement of Profit and Loss.
vi. Government grants
Government grants are initially recognized as deferred income at fair value if there is reasonable
assurance that they will be received and the Company will comply with the conditions associated with the
grant;
90
- In case of capital grants, they are then recognized in Statement of Profit and Loss on a
systematic basis over the useful life of the asset.
- In case of grants that compensate the Company for expenses incurred are recognized in
Statement of Profit and Loss on a systematic basis in the periods in which the expenses are
recognized.
Export benefits available under prevalent schemes are accrued in the year in which the goods are
exported and there is no uncertainty in receiving the same.
vii. Income tax

The income tax expense or credit for the period is the tax payable on the current period's taxable income
based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences.
Current income tax
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting period. The provision for current tax is made at the rate of tax as applicable
for the income of the previous year as defined under the Income tax Act, 1961. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provision where appropriate on the basis of amounts expected to
be paid to the tax authorities.
Current tax assets and current tax liabilities are offset where the entity has a legally enforceable right to
offset and intends either to settle on a net basis, or to realize the asset and settle the liability
simultaneously.
Deferred tax
Deferred tax is recognized using the Balance Sheet approach on temporary differences at the reporting
date arising between the tax bases of assets and liabilities and their carrying amounts for the financial
reporting purpose at the reporting date.
Deferred tax assets are recognized to the extent that it is probable that future taxable income will be
available against which the deductible temporary differences, unused tax losses, depreciation carry-
forwards and unused tax credits could be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilized.
Unrecognized deferred tax assets are re-assessed at each reporting date and are recognized to the
extent that it has become probable that future taxable profit will allow the deferred tax assets to be
91
recovered.
Deferred tax assets and liabilities are measured based on the tax rates that are expected to apply in the
period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been
enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current and deferred tax is recognized in Statement of Profit and Loss, except to the extent that it relates
to items recognized in other comprehensive income or directly in equity. In this case, the tax is also
recognized in other comprehensive income or directly in equity, respectively.
viii. Leases
As a lessee
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases are charged to the Statement of
Profit and Loss on a straight-line basis over the period of the lease except where payments are
structured to increase in line with expected general inflation to compensate for the lessor's expected
inflationary cost increases or another systematic basis is more representative of the time pattern in which
economic benefits from the leased asset are consumed.
As a lessor
Lease income from operating leases where the company is a lessor is recognized in income on a straight-
line basis over the lease term unless the receipts are structured to increase in line with expected general
inflation to compensate for the expected inflationary cost increases or another systematic basis is more
representative of the time pattern in which economic benefits from the leased asset are consumed. The
respective leased assets are included in the Balance Sheet based on their nature. Costs, including
depreciation, on such leased assets are recognized as an expense in the Statement of Profit and Loss.
ix. Impairment of non-financial assets
At the end of each reporting period, the Company reviews the carrying amounts of non-financial assets
except inventories to ascertain whether there is any indication that those assets have suffered an
impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order
to determine the extent of impairment loss (if any). When it is not possible to estimate the recoverable
amount of an individual asset, the company estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Intangible assets excluding goodwill with indefinite useful lives are tested for impairment at least annually,
and whenever there is an indication that the asset may be impaired.
Goodwill is tested for impairment annually and when circumstances indicate that the caring value may be
impaired.
92
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset for
which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount.
An impairment loss is recognized in the Statement of Profit and Loss.
When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating
unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the
increased carrying amount of the asset does not exceed the carrying amount that would have been
determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior
years. A reversal of an impairment loss is recognized immediately in the Statement of Profit and Loss.
x. Cash and cash equivalents

For the purpose of presentation in the Statement of Cash Flows, Cash and Cash Equivalents includes
balance with banks and demand deposits with banks with original maturities of three months or less and
other short term highly liquid investments that are readily convertible into cash and which are subject to
an insignificant risk of changes in value.
xi. Inventories
Raw Materials & Stores & Spares: Valued at Cost.

Finished Goods & WIP: valued at lower of Cost or Net Realisable Value.
Stock in Trade (in respect of goods acquired for trading): Valued at Cost.
Other Inventories: Valued at Cost.
Cost of raw materials and Stores & Spares includes cost of purchases and other costs incurred in
bringing the inventories to their present location and condition.
Cost of work-in-progress and finished goods includes direct materials, labour and proportion of
manufacturing overheads based on the normal operating capacity, wherever applicable.
Cost of finished goods includes excise duty and other costs incurred in bringing the inventories to their
present location and conditions.
Cost of stock-in-trade includes cost of purchase and other costs incurred in bringing the inventories to
their present location and condition.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and estimated costs necessary to make the sale. However, materials and other items held
for use in the production of inventories are not written down below cost if the finished products in which
they will be used are expected to be sold at or above cost.
xii. Financial instruments:
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity.
Financial assets and liabilities are recognised when the Company becomes a party to the contractual
provisions of the instrument.
93
Financial assets:
Classification
The Company classifies its financial assets in the following measurement categories:
 -those to be measured subsequently at fair value (either through other comprehensive income, or
through the Statement of Profit and Loss), and
 -those measured at amortized cost.
The classification depends on the entity's business model for managing the financial assets and the
contractual terms of the cash flows.
Initial recognition and measurement

Financial assets are recognized when the Company becomes a party to the contractual provisions of the
instrument. Financial assets are recognized initially at fair value plus, in the case of financial assets not
recorded at fair value through Profit and Loss, transaction costs that are attributable to the acquisition
of the financial asset. Transaction costs of financial assets carried at fair value through Profit and Loss
are expensed in the Statement of Profit and Loss.
Subsequent measurement
After initial recognition, financial assets are measured at:
 Fair value (either through other comprehensive income or through Profit and Loss), or amortized cost.
Debt instruments
Debt instruments are subsequently measured at amortized cost, fair value through other
comprehensive income ('FVOCI') or fair value through Profit and Loss ('FVTPL') till de-recognition on the
basis of (i) the entity's business model for managing the financial assets and (ii) the contractual cash flow
characteristics of the financial asset.
Amortised cost:
Assets that are held for collection of contractual cash flows where those cash flows represent solely
payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment
that is subsequently measured at amortized cost is recognized in the Statement of Profit and Loss when
the asset is derecognized or impaired. Interest income from these financial assets is included in other
income using the effective interest rate method.
Fair Value Through Other Comprehensive Income (FVOCI):

Assets that are held for collection of contractual cash flows and for selling the financial assets, where the
assets' cash flows represent solely payments of principal and interest, are measured at FVOCI.
Movements in the carrying amount are taken through OCI, except for the recognition of impairment
gains or losses, interest revenue and foreign exchange gains and losses which are recognized in the
Statement of Profit and Loss. When the financial asset is derecognized, the cumulative gain or loss
previously recognized in OCI is reclassified from equity to Statement of Profit and Loss and recognized in
other gains/ (losses). Interest income from these financial assets is included in other income using the
effective interest rate method.
Fair Value Through Profit and Loss (FVTPL):

Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVTPL. A gain or loss
on a debt investment that is subsequently measured at FVTPL is recognized in Statement of Profit and
Loss in the period in which it arises. Interest income from these financial assets is recognized in the
94
Statement of Profit and Loss.
Equity instruments
Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments,
the Company decides to classify the same either as at FVTOCI or FVTPL.
The Company makes such election on an instrument-by-instrument basis. The classification is made on
initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the
instrument, excluding dividends, are recognized in Other Comprehensive Income (OCI). There is no
recycling of the amounts from OCI to Statement of Profit and Loss, even on sale of such investments.
Equity instruments included within the FVTPL category are measured at fair value with all changes
recognized in the Statement of Profit and Loss.
Financial liabilities:
Initial recognition and measurement
Financial liabilities are initially measured at its fair value plus or minus, in the case of a financial liability
not at FVTPL, transaction costs that are directly attributable to the issue/origination of the financial
liability.
Subsequent measurement
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified
as at FVTPL if it is classified as held for trading, or it is a derivative or it is designated as such on initial
recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including
any interest expense, are recognized in statement of profit and loss. Other financial liabilities are
subsequently measured at amortized cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognized in Statement of profit and loss. Any gain or loss on de-
recognition is also recognized in statement of Profit and Loss.
De-recognition
A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled
or expires.
xiii. Property, Plant and Equipment (PPE)
Items of Property, plant and equipment acquired or constructed are initially recognized at historical cost
net of recoverable taxes, duties, trade discounts and rebates, less accumulated depreciation and
impairment loss, if any. The historical cost of Property, plant and equipment comprises of its purchase
price, borrowing costs and adjustment arising for exchange rate variations attributable to the assets,
including any cost directly attributable to bringing the assets to their working condition for their intended
use.
Capital Work-in-Progress represents Property, plant and equipment that are not ready for their intended
use as at the reporting date.
Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably.
95
The Company identifies and determines cost of each component/part of the plant and equipment
separately, if the component/part has a cost which is significant to the total cost of the plant and
equipment and has useful lives that is materially different from that of the remaining plant and
equipment.
The carrying amount of any component accounted for as a separate asset is derecognized when
replaced. All other repairs and maintenance are charged to the Statement of Profit and Loss during the
year in which they are incurred.
Gains and losses arising from de-recognition of PPE are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognized in the Statement of Profit
and Loss when the asset is derecognized.
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all its Property,
plant and equipment recognized as at April 1, 2016 measured as per the previous GAAP and use that
carrying value as the deemed cost of the Property, plant and equipment.
Depreciation methods, estimated useful lives and residual values

Depreciation is provided, pro-rata for the period in use, on the written down value method based on the
respective estimate of useful lives given below. Estimated useful lives of assets are determined based on
technical parameters/assessments.
The Management believes that useful lives currently used, which is prescribed under Part C of Schedule II
to the Companies Act, 2013, fairly reflects its estimate of the useful lives and residual values of PPE.
Estimated useful lives, residual values and depreciation methods are reviewed annually, taking into
account commercial and technological obsolescence as well as normal wear and tear and adjusted
prospectively, if appropriate.
Advances paid towards the acquisition of PPE outstanding at each Balance Sheet date is classified as
capital advances under 'Other non-current assets' and cost of assets not put to use before such date are
disclosed under 'Capital work-in-progress'.
xiv. Intangible assets
Intangible Assets are stated at cost of acquisition net of recoverable taxes, trade discount and rebates
less accumulated amortization/depletion and impairment loss, if any. Such cost includes purchase price,
borrowing costs, and any cost directly attributable to bringing the asset to its working condition for the
intended use, net charges on foreign exchange contracts and adjustments arising from exchange rate
variations attributable to the intangible assets.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the entity and the cost can be measured reliably.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the
Statement of Profit and Loss when the asset is derecognized.
96
Transition to Ind AS
On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangible
assets recognized as at April 1, 2016 measured as per the previous GAAP and use that carrying value as
the deemed cost of the intangible assets.
xv. Provisions and contingent liabilities
Provisions
Provisions are recognized when there is a present legal or constructive obligation as a result of a past
events, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and there is a reliable estimate of the amount of the obligation.
If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability.
Where discounting is used, the increase in the provision due to the passage of time is recognized as a
finance cost.
Contingencies
Contingent liabilities are disclosed in the Notes to the financial statements. Contingent liabilities are
disclosed for
- when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Company, or
- a present obligation that arises from past events where it is either not probable that an outflow
of resources will be required to settle the obligation or a reliable estimate of the amount cannot
be made.
xvi. Earnings per Share
Basic earnings per share is calculated by dividing the net profit after tax for the period attributable to
equity shareholders by the weighted average number of equity shares outstanding during the period. The
weighted average number of equity shares outstanding during the period and for all periods 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.
For the purpose of calculating diluted earnings per share, the net profit for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period is
adjusted for the effects of all dilutive potential equity shares.
xvii. Employee benefits
Short term benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short
term employee benefits. Benefits such as salaries, wages, bonus, short term compensated absences and
the expected cost of ex-gratia is recognized in the period in which the employee renders the related
service.
Post-employment benefit obligations

Defined contribution Plan
97
Provident fund and pension scheme are Defined Contribution Plans in the Company. The Company is a
member of recognized Provident Fund scheme established under The Provident Fund & Miscellaneous
Act, 1952 by the Government of India. The amount of contribution is being deposited each and every
month well within the time under the rules of EPF Scheme. The contribution paid or payable under the
scheme is recognized during the period under which the employee renders the related services
Defined Benefit Plan

Employee Gratuity Fund Scheme is the Defined Benefit Plan.
xviii. Cash flow statement
Cash flows are reported using the Indirect Method, as set out in Ind-AS 7 'Statement of Cash Flow',
whereby profit for the year is adjusted for the effects of transaction of non-cash nature, any deferrals or
accruals of past or future operating cash receipts or payments and item of income or expenses
associated with investing or financing cash flows. The cash flows from operating, investing and financing
activities of the Company are segregated.
2. Recent Accounting Pronouncements

Standards issued but not yet effective:
In March 2018, the Ministry of Corporate Affairs issued certain amendments to Ind AS. These amendments
maintain convergence with IFRS by incorporating amendments issued by International Accounting
Standards Board (IASB) into Ind AS. The amendments relate to the following standards:
-Ind AS 40, Investment Property
-Ind AS 21, The Effect of Changes in Foreign Exchange Rates

-Ind AS 12, Income Taxes
-Ind AS 28, Investments in Associates and Joint Ventures
-Ind AS 112, Disclosure of Interests in Other Entities
3. Significant Judgements and Estimates

The preparation of the Company's financial statements in conformity with Ind AS requires management to
make judgements, estimates and assumptions that affect the reported amount of assets, liabilities,
revenue, expenses, and the accompanying disclosures and the disclosures of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and
associates assumptions are based on historical experience and various other factors that are believed to
be reasonable under the circumstances existing when financial statements were prepared. These
estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates
is recognised in the year in which the estimates are revised and in any future year affected.
Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation at the reporting date,
which may cause material adjustment to the carrying amounts of assets and liabilities within the next
financial year. The Company based its assumptions and estimates on parameters available when the
financial statements were prepared. Existing circumstances and assumptions about future developments,
98
however, may change due to market changes or circumstances arising that are beyond the control of the
Company. Such changes are reflected in the assumptions when they occur.
The areas involving critical estimates and judgements are:

- Useful lives of Property, plant and equipment and intangibles [Refer Note No. 1.2 (xii.)]
- Measurement of defined benefit obligations [Refer Note No. 1.2 (xvi.)]
- Provision for inventories [Refer Note No. 1.2 (xi.)]
- Measurement and likelihood of occurrence of provisions and contingencies [Refer Note No. 1.2 (xiv.)]
- Impairment of trade receivables
- Deferred Taxes
4. First time adoption of Ind AS

These are the Company's first financial statements prepared in accordance with Ind AS.
The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
with effect from April 1, 2017 with a transition date of April 1, 2016. These financial statements for the year
ended March 31, 2018 are the first the Company has prepared under Ind AS. For all period's upto and including
the year ended 31st March, 2017, the Company prepared its financial statements in accordance with the
previously applicable Indian GAAP (previous GAAP).
The adoption of Ind AS has been carried out in accordance with Ind AS 101, First-time Adoption of Indian
Accounting Standards. Ind AS 101 requires that all Ind AS standards and interpretations that are issued and
effective for the first Ind AS financial statements be applied retrospectively and consistently for all financial years
presented. Accordingly, the Company has prepared financial statements which comply with Ind AS for year
ended 31st March 2018, together with the comparative information as at and for the year ended 31st March
2017. The Company's opening Ind AS Balance Sheet has been prepared as at 1st April 2016, the date of
transition to Ind AS.
In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in
financial statements prepared in accordance with the accounting standards notified under Companies
(Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act.
An explanation of how the transition from previous GAAP to Ind AS has affected the Company financial position,
financial performance and cash flows is set out in the following tables and notes:
I. Ind AS 101 Exemptions applied
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain
requirements under Ind AS. The Company has applied the following exemptions.
i. Deemed cost
Ind AS 101 permits a first time adopter to elect to continue with the carrying values for all of its Property,
plant and equipment as recognised in the financial statements as at the date of transition to Ind AS,
measured as per the previous GAAP and use that as its deemed cost as at the date of transition after
making necessary adjustments for decommissioning liabilities. This exemption is also used for intangible
assets covered under Ind AS 38 'Intangible assets'.
Accordingly, the Company has opted to consider the carrying value for all of its Property, plant and
equipment and Intangible assets as recognised in its previous GAAP financials as its deemed cost at the
transition date.
99
ii. The cumulative translation difference at the date of transition is deemed to be zero being transferred to
equity.
iii. Business combination
Ind AS 101, provides the option to apply Ind AS 103, Business Combinations prospectively from the
transition date or from a specific date prior to the transition date. The company elects not to apply Ind AS
103 retrospectively, pertaining to business combinations occurred before transition date.
iv. Derecognition of financial assets and financial liabilities
Ind AS 101 permits a first time adopter to apply the derecognition requirements in Ind AS 109 prospectively
for transactions occurring on or after the date of transition to Ind AS. Accordingly the company has opted
to consider the measurement of financial assets and liabilities arisen before the date of transition of Ind AS
as per previous GAAP.
v. Estimates
An entity's estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with
estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any
difference in accounting policies).
The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions
at April 1, 2016, the date of transition to Ind AS and as of March 31, 2017.
II. Reconciliations between previous GAAP and Ind AS
A. Reconciliation of Total equity as at 31 March, 2017 and 1 April, 2016
Particulars Notes 31st March, 2017 1st April, 2016

Total Equity reported under Previous GAAP
227,599,854.20 214,418,382.67
Summary of Ind AS adjustments
Proposed dividend and dividend distribution tax 1 42,229,515.00 17,287,386.00
Fair value gain/(loss) on financial instruments
Share based payment costs recognised based on fair
value method
Employee BenefIts - Actuarial gain/(loss) on long term

defined benefits plan
Others
Deferred tax due to Ind AS adjustments
Total Ind AS adjustments 42,229,515.00 17,287,386.00
Total Equity reported under Ind AS
269,829,369.20 231,705,768.67
B. Reconciliations of Total comprehensive income for the year ended 31st March, 2017
Particulars 31st March, 2017

Net Profit reported under previous GAAP 55,410,986.53
Summary of Ind AS adjustments
Reversal of amortization of goodwill acquired in a Business
Combination -
Share based payment costs recognised based on fair value method -

100
Employee BenefIts - Actuarial gain/(loss) on long term defined

benefits plan
Others -
Deferred tax due to Ind AS adjustments -
Total Ind AS adjustments -

Net profit reported under Ind AS 55,410,986.53
Other comprehensive income (Net of deferred taxes) -

Total comprehensive income reported under Ind AS 55,410,986.53
III. Reconciliation of Statement of cash flows

There was no material differences between the Statement of Cash Flows presented under Ind AS
and under previous GAAP.
IV. Note to Reconciliation

1. Proposed dividend
Under the previous GAAP, proposed dividends including dividend distribution tax (DDT) are
recognised as a liability in the year to which they relate, irrespective of when they are declared.
Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, a
proposed dividend is recognised as a liability in the year in which it is declared by the Company
(usually when approved by the shareholders in the general meeting).
101
Notes forming part of financial statements as at and for the year ended 31st March, 2018
Non-Current Assets as on 31st
March, 2018
M-01 & M03
Property, plant and equipment
Particulars Land Buildings Office Furniture & Computers Total Capital
Equipment’s Fixtures work-in-
progress
Year ended March 31, 2016 8,361,812.00 14,630,510.00 3,321,834.9 3,804,012.00 4,204,036.50 34,322,205.40 11,317,943.00
Gross Carrying Amount 0
Deemed Cost as at April 1, 2016
Additions 231,296.00 - 1,185,506.0 16,705.00 1,131,165.00 2,564,672.00 3,682,199.00
0
Disposals - - 335,000.00 - - 335,000.00
Capitalised /Transferred during the
year
Closing Gross Carrying Amount as 8,593,108.00 14,630,510.00 4,172,340.9 3,820,717.00 5,335,201.50 36,551,877.40 15,000,142.00
on 31.03.2017 0
Accumulated Depreciation
Opening Accumulated - 3,881,353.00 1,832,572.0 2,931,125.00 3,410,859.00 12,055,909.00 -
Depreciation 0
Depreciation Charge during the - 524,580.00 424,865.00 248,758.00 851,513.00 2,049,716.00 -
year
Disposals - - 237,193.00 - - 237,193.00 -
Closing Accumulated Depreciation - 4,405,933.00 2,020,244.0 3,179,883.00 4,262,372.00 13,868,432.00 -
0
Net Carrying Amount As On 8,593,108.00 10,224,577.00 2,152,096.9 640,834.00 1,072,830.00 22,683,445.90 15,000,142.00
31.03.2017 0
For Year Ended March 31, 2018
Opening Gross Carrying Amount 8,593,108.00 14,630,510.00 4,172,340.9 3,820,717.00 5,335,202.00 36,551,877.90 15,000,142.00
0
Additions - 12,268,503.00 1,598,665.3 2,805,965.00 1,191,282.60 17,864,415.91 1,459,127.14
1
Disposals - - - - - -
Capitalised /Transferred during the (16,098,596.89)
year
102
Closing Gross Carrying Amount as 8,593,108.00 26,899,013.00 5,771,006.2 6,626,682.00 6,526,484.60 54,416,293.81 360,672.25
on 31.03.2018 1
Opening Accumulated - 4,405,933.00 2,020,244.0 3,179,883.00 4,262,372.00 13,868,432.00 -
Depreciation 0
Depreciation Charge during the - 290,635.46 295,512.29 125,507.50 432,501.00 1,144,156.24 -
year
Disposals - - - - - - -
Closing Accumulated Depreciation - 4,696,570.00 2,315,756.0 3,305,390.00 4,694,873.00 15,012,589.00 -
0
Net Carrying Amount As On 8,593,108.00 22,202,443.00 3,455,250.2 3,321,292.00 1,831,611.60 39,403,704.81 360,672.25
31.03.2018 1
March, 2018
M-02
Intangible assets
Particulars Brands/ Copyrights Software Others Total Intangible
Trademarks and Patents assets under
development
Year ended March 31, 2016 28,035,059.41 1,915,851.27 - - 29,950,910.68 -
Gross Carrying Amount
Additions - 2,425,888.00 - - 2,425,888.00 9,953,551.00
Disposals - - - - -
Capitalised /Transferred during the - - - - -
year
Closing Gross Carrying Amount as 28,035,059.41 4,341,739.27 - - 32,376,798.68 9,953,551.00
on 31.03.2017
Accumulated Depreciation 20,200,140.00 1,250,910.00 - - 21,451,050.00 -
Depreciation Charge during the 2,260,276.00 759,341.00 - - 3,019,617.00 -
year
Closing Accumulated Depreciation 22,460,416.00 2,010,251.00 - - 24,470,667.00 -
103
Net Carrying Amount As On 5,574,643.41 2,331,488.27 - - 7,906,131.68 9,953,551.00
31.03.2017
Opening Gross Carrying Amount 28,035,059.41 4,341,739.00 - - 32,376,798.41 9,953,551.00
Additions - 102,600.00 200,000.00 18,553,676.08 18,856,276.08 8,600,125.08
Capitalised /Transferred during the 18,553,676.08
year
Closing Gross Carrying Amount as 28,035,059.41 4,444,339.00 200,000.00 18,553,676.08 51,233,074.49 -
on 31.03.2018
Opening Accumulated 22,460,416.00 2,010,251.00 - - 24,470,667.00 -
Depreciation
Depreciation Charge during the 794,853.00 573,202.60 24,965.00 2,394,874.00 3,787,894.60 -
year
Closing Accumulated Depreciation 23,255,269.00 2,583,454.00 24,965.00 2,394,874.00 28,258,562.00 -
Net Carrying Amount As On 4,779,790.41 1,860,885.00 175,035.00 16,158,802.08 22,974,512.49 -
31.03.2018
ZOTA HEALTH CARE
LIMITED(Special Economic Zone
March, 2018
S-07
Property, plant and equipment
Particulars Land Factory Plant & Furniture Electric Office Computer TOTAL
Buildings Equipment & Fixtures Accessories Equipment
Year ended March 31, 2016 7,350,000.00 13,499,529.50 49,627,030.70 3,433,692.00 3,682,215.00 1,171,491.00 1,507,862.00 80,271,820.20
Gross Carrying Amount
Additions - - 493,479.00 13,408.00 78,015.00 - 5,350.00 590,252.00
104
Disposals - - - - - - - -
Capitalised /Transferred during the - - - - - - - -
year
Closing Gross Carrying Amount as on 7,350,000.00 13,499,529.50 50,120,509.70 3,447,100.00 3,760,230.00 1,171,491.00 1,513,212.00 80,862,072.20
31.03.2017
Opening Accumulated - 4,470,146.00 27,335,982.00 2,286,396.00 2,133,879.00 1,099,103.00 1,429,474.00 38,754,980.00
Depreciation
Depreciation Charge during the - 415,394.00 4,319,030.00 325,937.00 309,072.00 48,353.00 53,448.00 5,471,234.00
year
Disposals - - - - - - - -
Closing Accumulated Depreciation - 4,885,540.00 31,655,012.00 2,612,333.00 2,442,951.00 1,147,456.00 1,482,922.00 44,226,214.00
Net Carrying Amount As On 7,350,000.00 8,613,989.50 18,465,497.70 834,767.00 1,317,279.00 24,035.00 30,290.00 36,635,858.20
31.03.2017
Opening Gross Carrying Amount 7,350,000.00 13,499,529.50 50,120,509.70 3,447,100.00 3,760,230.00 1,171,491.00 1,513,212.00 80,862,072.20
Additions - - 905,155.00 133,144.00 - - 3,500.00 1,041,799.00
Disposals - - - - - - - -
Capitalised /Transferred during the
year
Closing Gross Carrying Amount as on 7,350,000.00 13,499,529.50 51,025,664.70 3,580,244.00 3,760,230.00 1,171,491.00 1,516,712.00 81,903,871.20
31.03.2018
Opening Accumulated - 4,885,540.00 31,655,012.00 2,612,333.00 2,442,951.00 1,147,456.00 1,482,922.00 44,226,214.00
Depreciation
Depreciation Charge during the - 396,281.00 3,525,827.00 239,603.00 251,067.00 3,368.00 17,759.00 4,433,905.00
year
Disposals - - - - - - - -
Closing Accumulated Depreciation - 5,281,821.00 35,180,839.00 2,851,936.00 2,694,018.00 1,150,824.00 1,500,681.00 48,660,119.00
Net Carrying Amount As On 7,350,000.00 8,217,708.50 15,844,825.70 728,308.00 1,066,212.00 20,667.00 16,031.00 33,243,752.20
31.03.2018
105

Note PARTICULARS As at As at As at
No. 31st March, 2018 31st March, 2017 1st April, 2016
C-03 Non-Current Investments

Investments in Equity Instruments
Prime Co-Op. Bank (Non-Trade Investment) 100.00 100.00 100.00
Other Non-Current Investments
Axis Bank Fixed Deposit 261,478,470.00 - 887,641.00
Total 261,478,570.00 100.00 887,741.00
C-04 Loans - Non-Current
(Unsecured and Considered Good)
Security Deposits 1,075,269.00 1,075,269.00 1,075,269.00
Loan to Employee 2,000,000.00 - -
Total 3,075,269.00 1,075,269.00 1,075,269.00
C-05 Inventories
Raw Materials 9,733,246.00 8,595,819.00 5,768,163.00
Work-in-Progress 8,895,031.00 1,406,137.00 919,331.00
Finished Goods 7,872,105.00 5,732,232.00 3,171,282.00
Stock-in-Trade (in respect of goods acquired for 204,882,336.84 209,211,620.10 150,319,917.66
trading)
Others
Promotional, Packing and Stationery Material 11,444,258.71 14,155,414.71 2,522,127.36
Total 242,826,977.55 239,101,222.81 163,324,843.37
Inventories
Mode of Valuation.
Raw Materials: Valued at Cost.
Finished Goods & WIP: valued at Cost or Net Realisable value whichever is less as per Ind-AS 2.
Stock in Trade (in respect of goods acquired for trading): Valued at Cost.
Other Inventories: Valued at Cost.
C-06 Trade Receivables
Trade Receivables 229,267,794.94 170,820,351.91 157,763,882.21
Total 229,267,794.94 170,820,351.91 157,763,882.21
C-07 Cash and Cash Equivalents
Balance with Banks 24,487,282.85 1,125,960.63 7,326,614.36
Cash on Hand 105,783.00 184,954.00 195,308.00
Cash on Hand-SEZ 27,861.00 59,309.00 39,895.00
Total 24,620,926.85 1,370,223.63 7,561,817.36
C-08 Loans
Others 48,375,832.00 29,937,453.14 25,176,909.00
Total 48,375,832.00 29,937,453.14 25,176,909.00
C-09 Other Current Assets
Prepaid Expenses 310,821.00 87,982.00 106,220.00
Balances with Govt. Authorities 7,880,118.22 831,479.00 831,479.00
Other Receivables 4,124,083.20 2,645,072.71 186,052.72
Total 12,315,022.42 3,564,533.71 1,123,751.72
C-10 Equity As at As at As at
31st March, 2018 31st March, 2017 1st April, 2016
Share Capital :
106
Authorised Share Capital

20000000 Equity Shares of Rs. 10/- each
(Pre. Yr. 20000000 Equity Shares of Rs. 10/- 200,000,000.00 200,000,000.00 150,000,000.00
each)
Issued, Subscribed and Paid up
17543352 Equity Shares of Rs. 10/- each
(Pre. Yr. 14363352 Equity Shares of Rs. 10/- 175,433,520.00 143,633,520.00 143,633,520.00
each)
Total 175,433,520.00 143,633,520.00 143,633,520.00
A. Movements in equity share capital :

Authorised Shares No. of Shares
Previous Year 20,000,000.00 15,000,000.00 15,000,000.00
Increase during the year - 5,000,000.00 -
Current Year 20,000,000.00 20,000,000.00 15,000,000.00
Issued, Subscribed and fully paid No. of Shares

Number of shares at the beginning 14,363,352.00 14,363,352.00 14,363,352.00
Issued during the year 3,180,000.00 - -
Number of shares at the end 17,543,352.00 14,363,352.00 14,363,352.00
B. Details of shareholders holding more than 5% shares in the Company :
Name No. of Shares with Sharing Ratio
No. of Share No. of Share No. of Share
% % %
Anila K. Zota 1018500 1018500 1018500
5.81 07.09 07.09
Himanshu M. Zota 2251800 2251800 2251800
12.84 15.68 15.68
Kamlesh R. Zota 1379074 1379074 1379074
7.86 09.60 09.60
Ketan C. Zota 2115974 2115974 2115974
12.06 14.74 14.74
Ketan C. Zota(HUF) - 959040 959040
06.68 06.68
Manisha K. Zota 879619 1179619 1179619
5.81 08.21 08.21
Manukant C. Zota 2534693 2894693 2894693
14.45 20.15 20.15
Varsha H. Zota - 819023 819023
05.70 05.70
Jainam Share Consultants Pvt. Ltd. 1220530 - -
6.96
C. Aggregate number and class of shares alloted as fully paid up by way of bonus shares :
Year Bonus Equity Shares (No.)
F.Y. 2009-2010 2080200
F.Y. 2010-2011 2092700
F.Y. 2011-2012 3324850
F.Y. 2012-2013 1994910
F.Y. 2013-2014 Nil
F.Y. 2014-2015 2393892
107
F.Y. 2015-2016 Nil

F.Y. 2016-2017 Nil
F.Y. 2017-2018 Nil
C-11 OTHER EQUITY As at As at As at

a. Securities Premium Reserve 365,700,000.00 - -

b. Retained earnings 156,643,027.30 126,195,849.20 88,072,248.67
Total 522,343,027.30 126,195,849.20 88,072,248.67
a. Securities Premium Reserve
As per last Balance Sheet - -
Add: Equity Shares Issued 365,700,000.00 - -
Closing balance 365,700,000.00 - -
b. Retained earnings
Opening balance 126,195,849.20 88,072,248.67 39,566,180.94
Profit for the year 72,676,693.10 55,410,986.53 51,092,901.73
Other comprehensive income of the year
Final dividend (35,086,704.00) (14,363,352.00) -
Dividend distribution tax (7,142,811.00) (2,924,034.00) -
Less : Gratuity - - 2,586,834.00
Closing balance 156,643,027.30 126,195,849.20 88,072,248.67
Note PARTICULARS As at As at As at
No. 31st March, 2018 31st March, 2017 1st April, 2016
C-12 Borrowings
Unsecured
Loans and advances from Related Parties - 24,571,358.00 22,263,751.00
Total - 24,571,358.00 22,263,751.00
C-13 Provisions -Non-Current
Gratuity Payable 4,917,913.00 4,538,352.00 3,371,472.00
Total 4,917,913.00 4,538,352.00 3,371,472.00
C-14 Borrowings –Current
Other Loans and Advances
- Cash Credit Facilities (Axis Bank) - 16,389,975.72 -
( Cash Credit Facilities is hypothecated by First
Charge on the entire Current Assets ( Present &
Future) of the Company and Personal Guarantee
of all the Directors and Property owners)
Total - 16,389,975.72 -
C-15 Other Current Liabilities
Statutory Liabilities 984,945.68 1,669,609.50 1,629,367.00
Other Payables 2,138,897.29 1,922,625.16 2,349,484.39
Total 3,123,842.97 3,592,234.66 3,978,851.39
C-16 Provisions - Current
Provision for Employee Benefits 5,785,942.50 5,518,827.00 4,601,164.00
Others 40,115,090.96 28,832,822.76 26,915,332.65
Total 45,901,033.46 34,351,649.76 31,516,496.65
C-17 Proposed Dividend
Particulars Amount ( ) Remarks
Proposed Divided as on April 1, 2016 @ Re. 1/- 14,363,352
108
per share
Dividend Distribution Tax 2,924,034
Total 17,287,386 Derecognised as on transition date
Paid on September 20, 2016 17,287,386 Recognised when declared
Proposed Divided as on March 31, 2017 @ Re. 35,086,704
2/- per share
Dividend Distribution Tax 7,142,811
Total 42,229,515 Derecognised as on March 31, 2017
Paid on August 15, 2017 42,229,515 Recognised when declared
Proposed Divided as on March 31, 2018 @ Re. 52,630,056 As per the Board Meeting dated May 30,
3/- per share 2018
Dividend Distribution Tax 10,714,216.50
Total 63,344,272.50
Note: Under previous Indian GAAP, proposed dividend including dividend distribution tax, are recognised as liability
in the period to which they relate, irrespective of when they are declared. Under Ind-AS, proposed dividend is
recognised as liability in the period in which it is declared by the Company, usually when approved by the
shareholders in a general meeting.
109

Note PARTICULARS Year Ended Year Ended
No. 31st March, 2018 31st March, 2017
C-18 Revenue From Operations

Sale of Products 778,448,514.20 715,014,922.73
Other Operating Revenues
Freight Income/ Expenses 66,801.10 784,897.15
Total 778,515,315.30 715,799,819.88
C-19 Other Incomes
Interest Income 14,772,492.00 55,998.00
Duty Drawback Income 12,169.00 10,843.00
Profit on Sale of Fixed Assets - 52,193.00
Foreign Exchange Profit/Loss 325,227.00 367,118.06
Product Development Charges - 77,550.00
Miscellaneous Income 75,837.00 -
Total 15,185,725.00 563,702.06
C-20 Cost of Materials Consumed:
Raw Materials
Inventory at the beginning of the year 10,001,956.00 6,687,494.00
Add: Purchase Less Return 88,647,223.85 34,269,475.46
98,649,179.85 40,956,969.46
Less: Inventory at the end of the year 18,628,277.00 10,001,956.00
Total 80,020,902.85 30,955,013.46
C-21 Changes In Inventories Of Stock-In-Trade
Inventories (at commencement) 229,099,266.81 156,637,349.37
Inventories (at close) 224,198,700.55 229,099,266.81
Total 4,900,566.26 (72,461,917.44)
C-22 Employee Benefit Expenses
Salaries, Wages and Bonus 26,899,465.06 24,895,790.00
Director's Remuneration 3,600,000.00 3,600,000.00
Contribution to Provident Fund and Other Funds 3,389,872.00 3,586,356.00
Staff Welfare Expenses 32,477,616.00 29,463,033.00
Total 66,366,953.06 61,545,179.00
C-23 Finance Costs
Bank Charges 124,116.73 198,832.83
Bank Interest 433,397.00 3,650,821.00
Interest On TDS 9,127.00 4,666.00
Interest On Unsecured Loans 644,152.00 2,968,109.00
Other Interest (CST Interest) 100.00 1,231.00
Total 1,210,892.73 6,823,659.83
C-24 Other Expenses
Direct Expenses
Freight On Purchases 605,958.57 456,075.06
Lab Testing Expenses 1,059,484.99 497,915.62
Packing Materials Expenses 2,597,706.62 2,625,343.90
Purchase Tax 37,189.00 5,762,532.54
Transportation Expense 13,982,597.85 16,202,296.94
Vat Expenses 175,238.00 1,214,116.00
Power and Fuel Expenses 2,320,644.45 1,937,184.47
Factory Maintenance Expenses 1,616,978.38 797,514.46
Water Charges 82,040.00 87,430.00
110
Diesel Expense for Boiler 1,096,119.00 518,286.00

Entry Tax 48,035.64 236,339.78
23,621,992.50 30,335,034.77
Administrative and General Expenses
Audit and Consultancy Fees 500,000.00 545,000.00
Clearing and Forwarding Charges 736,633.17 942,738.00
Computer Repairs and Maintenance Expenses 446,179.72 509,524.60
Professional Fess /Consultancy Charges 13,259,954.30 7,497,413.00
Cylinder Charges 12,928.00 8,600.00
Diesel Expenses 111,920.00 85,680.00
Electricity Light Bill Expenses 731,556.00 656,990.18
Export Promotion Council - Membership Fees 5,900.00 5,750.00
Godown rent 1,967,221.00 1,398,000.00
Building Rent 426,310.00
Insurance Premium 407,058.35 456,861.65
Legal Expense 481,090.00 459,923.00
Lodging and Boarding Expense 1,086,283.34 1,115,932.00
Membership Fees 11,800.00 22,450.00
Damaged / Loss in Transit Goods - 9,195.00
Municipal Tax 540,745.00 492,751.00
Office Equipment Maintenance 145,299.95 147,624.00
Office/ Factory Miscellaneous Expense 2,362,612.47 1,496,956.00
PF Fund Administration Charges 153,687.00 174,090.00
Post And Courier Charges 4,656,737.71 2,825,282.30
Printing and Stationery Expense 845,067.50 1,476,194.00
Product Approval Charges 39,120.00 10,500.00
Professional Tax 2,600.00 2,400.00
Security service charges 127,200.00 120,000.00
Service Charges 235,439.00 243,636.00
Shop Maintenance Expense 102,773.00 112,793.00
Telephone and Mobile Bill Expense 353,400.22 378,217.02
Trademark Expense 351,700.00 316,700.00
Travelling Expense 2,635,826.30 2,052,426.96
Website Renewal Charges 185,316.11 393,188.81
Charity and Donation Expense 3,165,000.00 1,005,100.00
GST Penalty 250.00 -
Vatav Kasar (743,013.22) 1,038,624.20
35,344,594.92 26,000,540.72
Selling and Distribution Expenses
Advertisement Expense 7,216,603.95 5,769,178.69
Cash and Trade Discount 8,193,181.73 9,122,930.82
Commission on Sales 7,801,615.00 9,712,349.00
Freight on Sales 3,265,251.05 3,431,270.88
Promotional Expenses 5,137,058.12 16,589,705.86
Turnover Cash Discount 1,671,450.00 613,982.00
Sales Incentive 510,342.00 770,685.00
33,795,501.85 46,010,102.25
Total 92,762,089.27 102,345,677.74
111

NOTE C-25Other Disclosures
1. Dividend
Particulars 31st March, 2018 31st March, 2017
Equity shares: Final dividend for the year ended March 31, 2018 -
3/- (March 31, 2017 - 2/-) per fully paid up Equity Share 52,630,056 35,086,704
During the year, Company has paid dividend at the rate of 20% i.e. Rs. 2/- per share to the shareholders and the same has been
paid to the shareholders who held the shares of the Company as on the record date. For the aforesaid dividend, the Company
had fixed book closure date from 1st August, 2017 to 5th August, 2018 and also fixed record date as 5th August, 2017. As per
the record date, the Company had paid all dividend amounts to the shareholders who held shares of the Company on 5th
August, 2017. But for the purpose of payment of dividend, the Stock Exchange had fixed Ex-dividend date as 28th July, 2017 i.e.
two days prior to the book closure date, that means shareholders who held shares of the Company on 28st July, 2017 were
eligible for payment of dividend. Here, the Stock Exchange had not considered record date which was fixed by the Company and
had fixed the Ex-dividend date by considering the book closure starting date. Because of this communication gap between
various agencies including the Stock Exchange and RTA of the Company, the shareholders holding 84645 shares as on 31th July,
2017 had not received the dividend and actually they were eligible for the dividend as per the Ex-dividend date decided by the
Stock Exchange. Hence, for the greater interest of the shareholders, the Company decided to pay the dividend to the
shareholders who held shares of the Company as on 28th July, 2017 as well. Because of this, the Company has paid extra
dividend of Rs. 169290/- and also paid Dividend Distribution Tax of Rs. 34,464/-. The Company had not made provisions for the
aforesaid extra dividend so same has been reported as an extraordinary item in profit and loss account.
2. Earnings Per Share
Particulars 2017-18 2016-17

Profit for the year (Rupees)
72,676,693.10 55,410,987
Weighted Average No. of Equity
Shares 17,194,859 14,363,352
Nominal value per share (Rupees) 10
10
Basic and Diluted Earnings per equity share of face value of 10
each 4.23 3.86
3. Related Party Disclosures

S.No. NAME RELATION AMOUNT PAN NATURE OF
TRANSACTION
1 Himanshu M. Zota Director 66,730 AABPZ1961G Interest
2 Himanshu M. Zota [HUF] Director Relatives 1,340 AAAHZ0515P Interest
3 Kamlesh R. Zota Director 72,800 AABPZ9457F Interest
4 Kamlesh R. Zota [HUF] Director Relatives 11,680 AAAHZ0480M Interest
5 Ketan C. Zota [HUF] Director Relatives 25,000 AAAHZ0308Q Interest
6 Manisha K. Zota Director Relatives 84,030 AACPZ9800F Interest
7 Manukant C. Zota Director 19530 AAAPZ7965K Interest
8 Varsha H. Zota Director Relatives 19,430 AABPZ1959N Interest
9 Jatin A. Zota Director Relatives 540,000 AACPZ8768Q Salary
10 Ashokkumar C. Zota Director Relatives 200,000 AAAPZ7966L Salary
11 Niral M.Zota Director Relatives 540,000 AABPZ1960H Salary
12 Viren M. Zota Director Relatives 540,000 AAEPZ7934J Salary
13 Jatin A. Zota Director Relatives 960,000 AACPZ8768Q Commission
14 Niral M.Zota Director Relatives 960,000 AABPZ1960H Commission
15 Viren M. Zota Director Relatives 960,000 AAEPZ7934J Commission
112
16 Himanshu M. Zota Director 900,000 AABPZ1961G Remuneration

17 Kamlesh R. Zota Director 900,000 AABPZ9457F Remuneration
18 Manukant C. Zota Director 900,000 AAAPZ7965K Remuneration
19 Moxesh K. Zota Director 900,000 AANPZ1370P Remuneration
20 Zota Jewel Relative of Marketing 956,020 AAEPZ7563K Promotional
Manager (Mr. Jatin Zota) Expenses
21 Ashvin Bhagavanbhai Company Secretary 527,583 AQEPV4861E Salary
Variya
22 Viral A. Mandviwala CFO AAAPZ7965K Salary
526,150
4. Deferred Tax :
Particulars Amount
WDV As Per Companies Act. 95,621,970
WDV As Per Income Tax Act. 91,145,054
Difference in C/B of FA 4,476,916
Deferred Tax Liabilities 1,182,276
Tax Rate@ 34.608%
Opening Liability 1,182,276
Closing Liability 1,549,371
Provided during the year 367,095
113
5 Fair value
. measurements
Financial instruments by
category (All Amounts in )
Financial March 31, 2018 March 31, 2017 April 01, 2016
instruments by FVTPL FVTOCI Amortis FVTP FVTOCI Amorti FVT FVT Amortis
category ed cost L sed PL OCI ed cost
cost
Financial assets
Investments - - 261,478,5 - - 100 - - 887,741
70
Trade - - 229,267,7 - - 170,82 - - 157,763,
Receivables 95 0,352 882
Cash and Cash - - 24,620,92 - - 1,370,2 - - 7,561,81
Equivalents 7 24 7
Other Financial - - 48,375,83 - - 29,937, - - 25,176,9
Assets 2 453 09
Total financial - - 563,743,1 - - 202,12 - - 191,390,
assets 24 8,129 349.57
Financial liabilities
Borrowings - - - - - 16,389, - - -
976
Trade Payable - - 164,674,3 - - 183,59 - - 146,044,
27 3,067 558
Other Financial - - - - - - - - -
Liabilities
Total financial - - 164,674,3 - - 199,98 - - 146,044,
liabilities 27 3,043 558
Fair value of March 31, 2018 March 31, 2017 April 01, 2016
financial assets Carrying Fair Carrying Fair Carrying Fair
and financial value value value value value value
liabilities
measured at
amortised cost.
Financial assets at
amortised cost
Fixed deposits 261,478, 261,47 - - 887,641 887,64
470 8,470 1
Financial assets at
FVTPL
Investments in 100 100 100 100 100 100
equity instruments
(unquoted)*
Investment in equity instrument made in Prime Co-Op Bank, the cost (i.e. carrying value) represents the best
estimate of fair value considering the nature of the investment.
Fair value of financial assets/liabilities
measured at amortised cost
The carrying amounts of trade receivables, cash and cash equivalents, other bank balances, current loans, other
financial assets, trade payables, other financial liabilities are considered to be the same as their fair values, as
they are current in nature.
114
6. All known liabilities have been provided for in the books of accounts for the year under report.
7. Balances of depositors, sundry debtors, creditors and loans and advances are subject to confirmation and
reconciliation.
8. The quantity and value of closing stock is certified by the management as true and correct.
9. Previous year’s figures have been regrouped / recast wherever necessary to conform to current interim
period’s presentation.
10. The company is not in position to identify the amount of balances due to small-scale industrial (SSI)
undertakings in absence of sufficient information from suppliers regarding their status as SSI undertakings.
11. Auditor’s remuneration and expenses charged to profit and loss account are as under:
Particulars As at As at
31st March, 31st March, 2017
2018
As Auditors 500,000 500,000
In other capacities - -
Total 500,000 500,000
12. Managerial remuneration to directors charged to profit and loss account are as under:
2018
Director's Remuneration 3,600,000 3,600,000
Total 3,600,000 3,600,000
13. Value of Imports on CIF Basis :

2018
Import from SEZ unit (India) - -
Total - -
14. Value of Export on FOB Basis :

2018
Merchant Export by SEZ Unit 71,833,484 27,332,112
Export by SEZ Unit 47,164,573 21,254,777
Total 118,998,057 48,586,890
15. Expenditure in Foreign Currency

2018
Registration Charges 3,665,416 2,598,329
Total 3,665,416 2,598,329
16. Earning in Foreign Exchange at FOB value

2018
Earning 71,833,484 21,254,777
115
Total 71,833,484 21,254,777
Signatures to Notes 1 to 25

Sd/- Sd/-
34,Ichhanath Umra, Surat 8D,Lal Bunglow, Athwalines,
Surat M. No. 120700
Firm No. 132003W
Sd/- Sd/-
Date: 30-05-2018
Place : Surat
116
CIN: U24231GJ2000PLC038352
Registered office: Zota House, 2/896, Hira Modi Street, Sagrampura, Surat-395002
Email: info@zotahealthcare.com Website: www.zotahealthcare.com Tele Fax: 0261 2346415
ATTENDANCE SLIP
Name of the member(s):
Registered Address:
Folio No *DP ID
No. of Shares *Client ID
* Applicable to holders holding shares in demat/electronic form
I hereby record my attendance at the 18th Annual General Meeting of the Company held on Saturday, the
11thday of August, 2018at The Southern Gujarat Chamber of Commerce & Industry 1st floor, ‘Samruddhi Hall’,
Makkai Pool, Nanpura, Surat – 395001, Gujarat at 11:00 A.M.
________________________
Shareholders Signature
Note:
1. Please fill this attendance slip and hand it over at the entrance of the Meeting Hall.
2. Members signature should be in accordance with the specimen signature in the Register of Members of the
Company.
117
CIN: U24231GJ2000PLC038352
Registered office: Zota House, 2/896, Hira Modi Street, Sagrampura, Surat-395002
Email: info@zotahealthcare.com Website: www.zotahealthcare.com Tele Fax: 0261 2346415
Form MGT-11
PROXY FORM
[Pursuant to section 105(6) if the Companies Act, 2013 and rule 19(3) if the Companies (Management and
Administration Rules, 2014]
Name of the member(s):

Registered Address:
E-mail ID:
Folio No/ *Client ID:
*DP ID:
*Applicable for holders holding shares in demat/ electronic mode
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: ……………………………………………
As my/our proxy to attend and vote (on a poll) for me/ us and my/our behalf at the 18th Annual General
Meeting of the Company, to be held on Saturday, the 11th day of August, 2018 at 11:00 a.m. at The Southern
Gujarat Chamber of Commerce & Industry, 1st floor, ‘Samruddhi Hall’, Makkai Pool, Nanpura, Surat – 395001,
Gujarat and at any adjournment thereof in respect of such resolutions as are indicated below:
Sr. Resolution For Against
No.
1 Adoption of Annual Accounts, Auditor’s & Director’s Report
2 Declaration of Dividend @ 30%
3 Re-appointment of Mr. Kamlesh Rajnikant Zota, as a whole time director, retire
by rotation
4 Ratification of appointment of M/s D.S.M & Co., Chartered Accountant, as a
statutory auditor
5 Changing term of appointment of Mr. Himanshu Muktilal Zota, Whole Time
Director of the Company
6 Changing term of appointment of Mr. Kamlesh Rajnikant Zota, Whole Time
7 Changing term of appointment of Mr. Manukant Chandulal Zota, Whole Time
8 Changing term of appointment of Mr. Moxesh Ketanbhai Zota, Managing
Affix Re. 1
_______________________________ Revenue Stamp
Signature of Shareholder
Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting.
118
E L E C T R O N I C V O T I N G P A R T I C U LA R
EVSN USER ID PAN DOB/DIVIDEND

(E VOTING SEQUENCE BANK DETAIL
NUMBER)
180706008 Enter Folio Refer evoting Refer evoting

No. or instruction instruction
DPBP ID mentioned below mentioned below
E-Voting shall remain start on Wednesday, 08th day of August, 2018 (9.30 a.m.) and will be open till Friday,
10thday of August, 2018 till the close of working hours (i.e. 17:00 hours).
Note: Please read the instructions printed overleaf carefully before exercising your vote.
The instructions for shareholders voting electronically are as under:

(i) The voting period begins on Wednesday, 08th day of August, 2018 and ends on Friday, 10thday of
August, 2018. During this period shareholders’ of the Company, holding shares either in physical form
or in dematerialized form, as on the cut-off date of 03rd day of August, 2018, may cast their vote
electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Members holding shares in Physical Form should enter Folio Number registered with the
Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an
earlier voting of any company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:
For Members holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
Members who have not updated their PAN with the Company/Depository Participant
are requested to use the first two letters of their name and the 8 digits of the sequence
number in the PAN Field. The Sequence Number is printed on Ballot form attached
herewith.
In case the sequence number is less than 8 digits enter the applicable number of 0’s
before the number after the first two characters of the name in CAPITAL letters. Eg. If
your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the
PAN field.
DOB Enter the Date of Birth as recorded in your demat account or in the company records for the
said demat account or folio in dd/mm/yyyy format.
Dividend Enter the Dividend Bank Details as recorded in your demat account or in the company records
Bank for the said demat account or folio.
Details Please enter the DOB or Dividend Bank Details in order to login. If the details are not
recorded with the depository or company please enter the member id / folio number in
the Dividend Bank details field as mentioned in instruction (iv).
(viii) After entering these details appropriately, click on “SUBMIT” tab.
119
(ix) Members holding shares in physical form will then directly reach the Company selection screen.
However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein
they are required to mandatorily enter their login password in the new password field. Kindly note that
this password is to be also used by the demat holders for voting for resolutions of any other company
on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is
strongly recommended not to share your password with any other person and take utmost care to
keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the
resolutions contained in this Notice.
(xi) Click on the EVSN for the Zota Healthcare Limited.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option
“YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to
the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL”
and accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the
Voting page.
(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image
verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based
mobiles. The m-Voting app can be downloaded from Google Play Store, Windows and Apple smart
phones. Please follow the instructions as prompted by the mobile app while voting on your mobile.
(xix) Note for Non – Individual Shareholders and Custodians
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to
log on to www.evotingindia.com and register themselves as Corporates.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
After receiving the login details a compliance user should be created using the admin login and
password. The Compliance user would be able to link the account(s) for which they wish to vote on.
The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the
accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour
of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the
same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to
helpdesk.evoting@cdslindia.com
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Lzoto' healthcare ltd.

Trading Symbol: ZOTA

Sub: Annual RePort 2017'18

Ref: Regulation 34 of sEBl (listing obligations & Disclosure Requirements)

Dear Sir/ Madam,

The copy ofthe Annual Report 2017-18 is enclosed herewith'

This is for your information and record.

Tha nking you,

For Zota Health Care Limited

Reghtered office : Plont :

Q&A with Management

Zota Health Care In Numbers

Notice of Annual General Meeting

Management Discuss And Analysis

71 - 115 FINANCIAL SECTION

COMPANY SECRETARY& COMPLIANCE OFFICER AUDIT COMMITTEE

BANKER TO THE COMPANY

18TH ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

Place: Surat By order of the Board

shares either in physical mode or dematerialization mode are entitled to exercise

EXPLANATORY STATEMENT IN RESPECT OF SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE

Brief Profile of Mr. Himanshu Muktilal Zota

Brief Profile of Mr. Kamlesh Rajnikant Zota

Keeping in view of his experience and expertise in manufacturing as well as pharmaceutical

Brief Profile of Mr. Manukant Chandulal Zota

Brief Profile of Mr. Moxesh Ketanbhai Zota

F INA NC I AL RE SUL T S ( Rs. in L a khs)

STATEMENT OF COMPANY’S AFFAIRS

EXTRACT OF ANNUAL RETURN

COMMENTS ON AUDITOR’S REPORT

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

MEETING OF THE BOARD OF DIRECTORS:

RELATED PARTY TRANSACTION

LOANS, GUARANTEES AND INVESTMENT

Sr. Date of Name of the Company Purpose of Transaction Amount involved in

CORPORATE SOCIAL RESPONSIBILITY

Sr. No. Date of Meeting Strength of Committee No. of Members Present

DECLARATION BY INDEPENDENT DIRECTORS

NOMINATION AND REMUNERATION COMMITTEE

(ii) Remuneration Policy:

STAKEHOLDERS, SHAREHOLDERS AND INVESTOR GRIEVANCES COMMITTEE

In a separate meeting of independent directors, performance of non-independent directors, performance of

INTERNAL FINANCIAL CONTROL SYSTEM

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

CEO/ CFO CERTIFICATION

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

SEXUAL HARASSMENT OF WOMEN

Place: Surat For the Board of Director

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

Central Government 0 0 0 0.00 0 0 0 0.00 0.00

State Governments(s) 0 0 0 0.00 0 0 0 0.00 0.00

Non-Resident Individuals 0 0 0 0.00 0 0 0 0.00 0.00

Banks / FI 0 0 0 0.00 0 0 0 0.00 0.00

Overseas Corporate 0 0 0 0.00 0 0 0 0.00 0.00

ii. Shareholding of Promoters

12 HETAL HIREN SHAH 1752 0.01 0 1752 0.01 0 0.00

19 KRINAL V ANKHAD 6168 0.04 0 6168 0.04 0 -0.01

20 KUMARPAL RAJNIKANT 648 0.00 0 648 0.00 0 0.00

iii. Change in Promoters’ Shareholding (Please specify, if there is no change)

SR. PROMOTER Shareholding at the DATE (+)INCRE REASON Shareholding at the