Zodiac Clothing : Transcript of 38th AGM

ZODIAC CLOTHING COMPANY LIMITED 30-09-2022

ZODIAC CLOTHING COMPANY LIMITED

Moderator: Chairman sir, you can unmute yourself and proceed. Thank you, sir.

Anees Yusuf Noorani: Thank you. Ladies and gentlemen, good afternoon. I have great pleasure in welcoming you to the 30th annual general meeting of the company, convened electronically through video conference mode. I hope you and your family members are safe and in good health. Considering this health and safety of all our shareholders and the Ministry of corporate affairs continuing to permit companies to hold this AGM through video conferencing and other audio video visual means. the 30th AGM of the company is being conducted through video conferencing to ensure wider participation from all the members of the company. The soft copy of the annual report has been sent to all the members holding shares and dematerialize mode or in physical mode, and whose email addresses are registered with the company or registrar transfer agent or the depository participant for communication purposes. As the requisite quorum is present, I now call the meeting to order. The register directors and key managerial personnel and shareholding the register of contracts or arrangements in which the directors are interested and such other documents as mentioned in notice convening the meeting will be available for inspection by the members. Members seeking to inspect such documents were right

through cosecy@zodiacmtc.comAs mentioned in the notice convening the AGM as the meeting is being held electronically with proxy related procedures have been dispensed with which is in line with regulatory requirements. Let me now introduce the directors, auditors and key management personnel of the company attending the meeting through videoconference from their respective locations.

Today we have with us Mr. Salman Noorani, Vice Chairman and Managing Director. Mr. S.R. Iyer, independent director, audit committee chairman. Mr. Y.P Trivedi, independent directors, Chairman of nomination and remuneration committee joining us from Bombay. Mr. Vaman Madhav apte, independent director and Chairman of the CSR committee joining us from Bombay and Mr. Kumar Iyer jai Harsh, CFO. We also have our key management personnel joining us Mr. Raghu Marbella Sorry. Somebody said something.

Moderator: No Chairman so you can continue sir. Thank you.

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ZODIAC CLOTHING COMPANY LIMITED 30-09-2022

Anees Noorani: So we have also our key management personnel joining us Mr. Raghu Marbella, CFO from Bombay, Mr. Kumar Iyer company secretary from Bombay, our statutory auditor M/S Price Waterhouse Chartered Accountants LLP are represented by there partner Mr. Sachin Parikh and director Mr. Kalpesh Bhandari who are also joining us from Bombay, Miss Prerna Pawaar or Mr. Robert M/S Pawari & Associates. secretarial auditor has joined the meeting from

Bombay, Mr. B. Narshimha of M/S BN associate, BNN associates scrutinizer for the e- voting process has also join the meeting from Bombay. the company being listed companies are required to provide E-voting facility to its shareholders. The company has engaged the services of M/S K-fin technologies limited to provide the facility of remote E- voting to all its members and to cast their votes on all business contained in the notice, voting will be in proportion to the shares held by the members as on the cutoff date that is September 21st 2022. In line with regulatory requirements remote E-voting facility on K-FinsE-voting platform has been provided to the members of the company for four days starting from Monday September 26, 2022 at 9am in its Standard Time and ended on Thursday September 29 2022 at 5am on its standard time. This module will disable for voting by Kfin thereafter. As mentioned in a notice convening a meeting for those members who did not or could not avail the remote E- voting facility, the company is providing facility to cast their vote electronically during the AGM on all the proposed resolutions through K-Fins Insta poll mechanism. all facility will be activated and made available from the commencement to the close of the meeting. Members can avail this facility and cast their votes on all the resolutions proposed to the notice. This facility is available on the left hand corner of the video conferencing screen in the form of a thumb sign. Member can click on the same to take them to the Insta poll page and to vote. let me reiterate that this facility is available only to those members who had not caste the votes through remote E- voting facility. If a member has already voted in the remote E-voting he/ she will not be able to cast his or her vote, again through the Insta poll. the board is appointed Mr. V Narasimhan of VM & Associates. Companies secretary company's scrutinizing the E-voting process in a fair and transparent manner. Once all of you cast your votes, the votes will be counted by Mr. Narsimha the scrutinizer. he will then unblock the results of the remote E-voting which will then be consolidated with the results of the E-voting done today during the meeting. The voting results along with the scrutinizers report will be communicated to the Stock Exchange and the same will also be placed on the website of the company and on the E-voting platform of K-fin. to some up following is the scheduled for today's meeting. As the chairman statement has been reviewed for some time, now, may I with your kind permission take the same as read. NA

registered as a speaker at the meeting will be invited by the moderator. Considering the time of all those attending the meeting we request every speaker, shareholder to be brief, and to restrict their comments to matters relevant to the business pertaining in the AGM notice. Asked question raised by speakers, shareholders will be answered after all the queries and questions have been answered the meeting will conclude, You are requested to kindly ensure that those of you who have not yet cast your votes may vote anytime from the commencement to the close of the meeting. I shall now proceed to the business of the meeting. Ladies and gentlemen, the notice

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ZODIAC CLOTHING COMPANY LIMITED 30-09-2022

dated 12th August 2022 convening this meeting, along with a copy of the annual report for financial year ended March 31st 2022 has already been circulated electronically and with your permission, I shall take the same as read the auditor's report on the financial statements of the company does not have any qualifications or observations or comments on the financial transactions or Matters has having any adverse effect on the functioning of the company. Accordingly, the auditor's report is not required to be read out at the AGM. Similarly, as there are no adverse comments in the secretarial audit report. Accordingly the same is not required to be read out at this meeting. The ordinary business set out in the AGM notice pertains to receive, consider and adopt the audited financial statements, including audited consolidated financial statements for the financial year ending 31st March 22. And the report of the board and of the auditors their on, second is to appoint a director in place with Mr. A.Y. Noorani is myself who retires by rotation is being eligible offers himself for the appointment. Appointment of statutory auditors pursuant to the provisions of Section 139 of the act read with applicable rules framed there under M/s Price Waterhouse Charter company's LLP, Registering statutory auditors of the company will be completing the term as statutory auditors of the company at the conclusion of the meeting ensuring 30th AGM the board of directors has on the recommendation of the audit committee and subject to the approval of the shareholders appointed M/s MSKA& Associates Chartered Accountants ICI form registration number 105047W as statutory auditors of the company for a term of five years to hold office from the conclusion of the 38th AGM in the conclusion of the 43rd AGM. I mentioned here that MSKAs is part of the well respected international groups video . The special businesses set out in AGM notice pertaining to the reappointment of Mr. Salman Noorani DIN numbers 00068423 as managing director of the company and approval of remuneration payable to him , Second list the reappointment of Dr. Naushad Forbes director identification numbers 00630825 aged 62 years as an independent director and finally, to approve the material related party transaction limits with regard for Zodiac metropolitan clothing GMBH. the resolutions and the explanation statement in respect of the proposal, the above proposals wherever applicable have been provided in the notice.

two shareholders registered themselves as the speaker for raising queries questions at the meeting. I now request the moderator to facilitate shareholders to speak raise clarification regarding VFR and operations of the company during the financial year 21-22 interest of time and with a view to give adequate opportunities I request members to finally be judicious in time and restrict the same two minutes. We will take all the queries first after which I am pleased to given my response to queries in a consolidated manner.

Moderator: Thank you Chairman sir. Our first speaker is Mr. Aayush Gupta. Mr. Aayush Gupta. You're requested to kindly unmute yourself, switch on your webcam and proceed with asking the question please. Mr. Ayesha Gupta from Delhi. We have not received any input from Mr. Ayush Gupta. So we'll move on to our next speaker with Lekha Satish Shah, Miss Lekha Satish Shah, you are the unmute yourself, switch on your webcam and proceed with asking the question please.

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ZODIAC CLOTHING COMPANY LIMITED 30-09-2022

Miss Lekha Satish Shah we have not received any input from Miss Lekha Satish Shah so will move on to our third speaker Mr. Yusuf Yunus Rangwala.

Yusuf Yunus Rangawala: अअअअअअअ अअअअअअअ अअअअअ अअअअअ अअअअअअ

अअअअ, अअअअअ अअअअअअ अअअ अअअअअअ, अअअअअ अअअ अअ अअअअअ अअअअ अअ अअ

अअ अअ अअअअअ अअअ अअअ अअअअ अअअअ अअ, Iyer sir अअअअअअ अअ अअ अअअअ अअ

अअ अअ अअअअ अअअअ अअअअअअ अअ there are 100 meetings but I left all the meetings. अअ

• अअअ अअअअअ अअअ अअअ अअ अअअअअ अअअअअअ अअ अअ अअअअअ अअअ
  अअअअअ अअअ अअ sir Iyeer अअअअ अअअअ shirt department अअ अअअअअअ अअ अअअअ
  अअ अअअअ rate अअअअ अअअअ अअ, अअअअ 4000 अअ अअअअ अअ अअ अअ अअअअअ
  अअअ अअ अअ अअअअ 50 अअअअअ अअअअअअअअअ अअअअअ अअ अअ अअ अअअअअ अअअ
  अअअअअ अअ अअ अअअअ humble request अअ sir अअअअ अअअअअअ अअ अअ अअ अअअ अअ
  अअअ अअअ complementary अअअअअ अअअअअअ अअ अअअअ Humble request अअ
  अअअअअअअ अअअअ, अअ अअ अअअ अअअअ consider अअअ अअअअअअअ अअ अअअअ
• अअअअअअ अअ अअ अअअअअअअ अअ अअअअ अअअअ अअअअअअ अअअ अअ अअ
  अअअअअ अअअ अअअ अअअअ अअअ अअ, अअअ अअ अअअ अअ अअअअअ अअअ अअ अअअअ
  अअअ अअअअ अअअअअअ अअअअ अअअअ अअअ अअ, thank you very much sir nothing more to and I end my speech praying the God, अअअअअअ अअ अअअ अअ अअअ अअअअ अअअ अअ
• अअअअअ, अअअअ 11 अअअअअअअअ अअ अअ अअ 11 अअअअअअअअ अअअ अअ अअ
  अअअ अअअअअअअअ अअ arrange अअअअअ अअ factory visit अअअअ अअअअ अअअअ humble request अअ अअ अअअअ 11 अअअअअअअअ अअअ अअ अअ अअअ factory visit अअ अअअअअ
  अअ अअअ अअ अअ अअ अअ अअअअ अअअअ अअअ अअअअअअ अअ get together अअअअ thank you very much sir अअअअ अअअअअ अअअ

Moderator: Thank you, Mr. Yusuf. We will move on to our next speaker Mr. Dinesh Gopal das Bhatia from Mumbai, Mr. Dinesh you are requested to kindly unmute yourself switch on your webcam and proceed with asking the question please.

Dinesh Gopal das Bhatia : Hello.

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ZODIAC CLOTHING COMPANY LIMITED 30-09-2022

Moderator: Yes sir you are audible.

Dinesh gopal das Bhatia: sir अअअअ अअअअ अअअअ अअअअ अअअअअ अअअअ अअ?

Moderator: Yes sir अअअअअ अअ अअअअ अअ अअ अअअअअ अअ अअअअ अअअ

Dinesh Gopal das Bhatia: first अअ अअअअअअअ अअ अअअ अअअअ अअ अअअअ अअअ

अअ congratulations अअअअअअ अअअअ अअअअअ अअअ अअ अअ अअअअ pandemic

season अअअ अअ अअअअअ अअअअअ अअ अअ revenue अअअअ अअ 128.24 crore अअ अअ अअ

• अअअ अअ अअ अअ अअअअ अअअअअ अअअअ अअअ अअ अअअ season अअ अअअअ
  अअ sale अअअअ अअ अअअअ tough position अअ अअअअअ अअ अअ अअअअअ अअ अअ
  अअअअ revenue अअअअ अअ अअ अअअअ अअअअअ अअअ अअ अअ अअअअअ अअ अअअअअ
  अअअ अअ अअअ quarter अअ अअ अअ अअअ 40.80 crore अअ अअअअअ अअ अअअअ अअअअअ
  39.51 अअ अअअअअ अअ अअअअअअअअ अअ अअअ अअअअअ अअअ 40.80 अअअअअ अअ अअ
  अअअअ अअअअ अअअअअ अअअ 6 अअअअअ अअ loss अअ अअअअअ june अअ अअअअ
  5.90 अअ loss अअ अअ अअ अअअ अअअ अअअ अअ अअ अअअ अअअअअ अअ अअअ अअअ अअ
• अअ अअअ अअअअअअ अअ अअअअअ अअअअ अअअ restructure अअ अअ अअअअअ
  अअ अअअ अअअ अअअ अअअ अअ अअअअअ अअअ अअ अअअअअ अअ restructure अअअअ
  अअअअ अअ अअअअअ अअअअ, अअ 38 अअअ अअ अअ अअअ अअअअ अअअअअ अअ अअअअ
  अअअ अअअअ assets अअ अअ अअअअ अअ अअअअअ अअ अअअअअअ अअ अअअअ अअअअ
• अअ 30 अअअअअ अअ अअ अअअअ अअअ अअअअअ अअ अअअ अअ अअअअ
  अअअअअअ अअ, 50 अअअअअअ अअ अअअ 15 अअअअअअ अअ अअअ 3:00 अअअ अअ अअ
  2:30 अअ 3:00 अअ अअअ अअअ अअअअ अअ अअ अअअअ अअ अअ अअअअ अअअअअ अअ
• अअअ अअ अअअअ अअअअ अअअअअ अअ अअ अअअअ अअ अअअअअ

• changes अअअअ अअअ अअअ अअ अअ अअअअ restructure अअ अअअ अअअ अअअअअ
  अअअअअ अअ अअअअअअ अअ अअ अअअअ share अअअ ₹10 अअ अअअअ अअअअअअअ अअअ
• ₹9 अअअ sold अअ अअअ अअ अअ अअअअअ investment अअअअअअ अअअअ अअअ

अअअअअ अअ अअअ अअ अअअअ अअ secretarial department अअ अअ अअअअअ अअअ अअ K- fin अअ अअ अअअअ अअअअअ अअ अअअअ अअ अअअअअ K-fin अअअअ अअ अअ अअअअ

अअअअअअ अअअअ अअअअअ अअ अअ अअअअअ अअअ अअ अअअअ video अअ audio अअअअअ

• अअ अअअअअ अअ अअअ अअअअअ अअअअ अअअअ अअ अअ अअअअ अअअअअ अअअ
  अअ अअअअ अअअअ अअ अअ system अअ अअ K-fin अअअ अअअअ अअ speaker
  number अअअअ अअअअ अअअ अअअ speaker number अअअअ अअ अअअअ अअअअ अअअअअ
  अअ अअअअ अअअअ अअ अअ अअ अअअ अअअ अअ अअअ अअअअ अअअअअ अअ अअअ अअअअ
  अअ अअअअ अअअ अअ thank you अअअअ अअअ अअअअअअअ अअअअ अअअ अअ अअअ

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