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Directors Report of Zodiac JRD MKJ Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 28th Annual Report on the business and operation of the company together with the Audited Financial Statements for the year ended 31st March, 2015.

I.FINANCIAL RESULTS

The Company's financial performance for the year under review along with previous year figures is given hereunder:

(Rupees in Lacs)

Year Ended Year Ended 31.03.2015 31.03.2014

Total Income 2060.30 3000.43

Net Profit before Depreciation and 151.47 1022.14

Interest

Less: Depreciation 23.59 11.72

Interest 0.01 0.00

Profit before Tax 127.88 1010.42

Less: Deferred Tax 5.25 (1.46)

Less: Current Tax 45.50 285.00

Profit after Tax 77.13 726.88

Balance Profit brought forward 5052.87 4356.65

Less: Prior Period Adjustments 0.05 0.37

Amt. Available for Appropriation 5129.95 5083.16

Less: Appropriation 0.00 0.00

Proposed dividend 25.89 25.89

Tax on Distributed Profit 5.30 4.40

Balance carried forward Balance 5098.76 5052.87

sheet

2. PERFORMANCE REVIEW:

The Company's turnover for the year 2014-15 had been Rs.2023.29 Lacs as per compared to last year figure of Rs. 2106.78 Lacs. The company has made a net profit after taxation of Rs. 77.13 Lacs against Rs. 726.88 Lacs (including fixed assets sold) last year. Company is making efforts to increase the turnover during the next year.

3. DIVIDEND:

The Directors are pleased to recommend a tax free dividend at the rate of 5% i.e. Rs. 0.50 per share for the year ended 31st March, 2015.Total Dividend Rs. 25,88,591 and total dividend distribution tax Rs. 5,30,005.

4.TRANSFER OF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred sum of Rs.67917 pertaining to the final dividend amount for the year ended 31st March, 2007, during the financial year 2014-15 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 205C of the Companies Act, 1956.

The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment.

5. PUBLIC DEPOSITS

The Company has not accepted any public deposits and as such, no amount of principal or interest on public deposits was outstanding during the year under review.

6. MATERIAL CHANGES AFFECTINGTHE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this Report.

7. BUSINESS OVERVIEW

It is one of the toughest time for Diamond Jewellery Trade for the current year. Your Company is no exception and face a challenging time during the year 2014-2015. Because of slow down economy in Europe, U.S.A., Japan & China, customer's sentiments were affected. Your Company is looking to further strengthen its business to enable it to constantly innovate and adopt to changing consumer trend. In spite of many variations & uncertainty in economy, we hope your company will look forward for a good time will come ahead in near future.

The Company turnover for the current year is Rs. 2023.91 Lacs as compared to last year was Rs. 2106.78 Lacs. The Company made a net profit for the current year after taxation of Rs. 77.13 Lacs compared to the last year was Rs. 726.88 Lacs including fixed assets sold.

8. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as detailed below:

1) Total power and fuel consumption.

(Rs.OOO)

Particulars 2014-2015 2013-2014

Electricity Purchases 0.28 0.27 Units (Lac KWH)

Total amount (Rs. In 000) 4.44 3.69

Rate'KWH (Rs.) 15.86 13.67

2) Total energy consumption per unit of production.

Particulars 2014-2015 2013-2014

Cut & Polished Diamonds CTS 4974.95 3110.79

Gold Jewellery CTS NIL 808.39

GMS NIL 2715.495

3) Foreign Exchange Earnings and Outgoings. Rs. In Lacs)

Particulars 2014-2015 2013-2014

Total Foreign Exchange Earned 117.84 116.35

Total Foreign Exchange Outgo NIL 4.91

9. CORPORATE SOCIAL RESPONSIBILITY (CSR)

We have observed that the Company has made profit exceeding Rs. 5 crores in financial year 2013-14 and has formed a Corporate Social Responsibility (CSR) Committee in the current year. The Company has not yet decided where to spend the amount and will be carried forward to the next year.

10. LOANS. GUARANTEES OR INVESTMENTS

The details of the Loans, Guarantees or Investments made under Section 1 6"- of the Companies Act, 2013 by the Company, to other Body Corporate or persons are given in notes to the financial statements.

11. CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions done by the Company during the financial year were arm's length and in ordinary course of business. All related party transactions were placed in the meetings of Audit Committee and the Board of Directors for their necessary review and approval. During the financial year the Company has not entered into any material transaction (as per Clause 49 of the Listing Agreement) with any of its related parties which may have potential conflict with the interest of the Company at large. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements.

12. DEPOSITORY SYSTEM

The Company has entered into agreement with the National Securities Depository Limited as well as the Central Depository Services (India) Limited (CDSL) to enable shareholders to hold shares in a dematerialized form. The Company also offers simultaneous dematerialization of the physical shares.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL INFORMATION

i) Appointment of Chief Financial Officer

Your Board of Directors during the year under review appointed Shri Jayesh Jayantilal Jhaveri, as the Chief Financial Officer, Key Managerial Personnel of the Company with effect from 29th January, 2015.

ii) Appointment of Woman Director

As per the requirement of Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Mrs. Neeta Jayesh Jhaveri was appointed as an Additional Director with effect from 28th January, 2011.

iii) Appointment of an Independent Director

Your Board of Directors has appointed Shri Mukesh Kanaiyalal Desai (DIN: 06847896), as an Additional, Independent Director of the Company with effect from 30th October, 2014, on the recommendation of the Nomination and Remuneration Committee to hold the office of a Director up to the date of ensuing Annual General Meeting.

iv) Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Rajnikant A. Jhaveri retires by rotation and is eligible for re-appointment.

14. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules as per the Listing Agreement.

15. NUMBER OF BOARD MEETINGS

The Company had 6 Board Meetings during the financial year under review. The Board Meetings were held in compliance with the Companies Act, 2013. The details of the same are provided in the Corporate Governance Report.

16. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT. 2013

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules. 2014.

17. BOARD EVALUATION

In compliance with the requirements of Section 134(3) (p) of the Companies Act, 2013, the performance of the Board was carried out during the year under review. The Board was evaluated for its performance based on the following factors:

1. Attendance of Board Meetings and Committees;

2. Contribution made to the Board discussions and future planning;

3. Level of commitment to the stakeholders' interest;

4. Initiatives towards the growth of the business and profitability;

5. Providing outlook, view points and feedback taking the Company ahead beyond expectations.

The evaluation involves Self-Evaluation by the Board Member and thereafter in the following manner:

a) Individual Directors - The performance of the individual Directors' is evaluated by the Nomination and Remuneration Committee.

b) Board and Committees - The Board evaluated its own performance and also of the Committees taking into consideration the above mentioned factors. A member of the Board does not participate in the discussion of his / her evaluation.

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year under review;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively.

f) that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Companies Act, 2013 read with Companies (Appointment & Remuneration) Rules 2014.

27. SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company.

28. LISTING

The Company's Equity Capital is listed on the Bombay Stock Exchange and National Stock Exchange of India Ltd. The Company confirms that it has paid annual listing fees due to these stock exchanges for the year 2014-2015 and has been diligent in observing all the compliances as stipulated in the Listing Agreement.

29. INSURANCE

The Company's plant & machinery, buildings, stocks & assets are adequately insured

30. INTERNAL CONTROL SYSTEM

Your Company continuously invests in strengthening its internal control processes and has appointed M/s. Pravin K. Chheda & Co., Chartered Accountants, as the Internal Auditors of the Company. The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. Procedures to ensure conformance with the policies, standards and delegations of authority have been put in place covering all activities. Audit Committee periodically reviews the performance of internal audit system.

The Company has a rigorous business planning system to set targets and parameters for operations which are reviewed with actual performance to ensure timely initiation of corrective action, if required. The Audit Committee reviews adherence to internal control systems and internal audit reports. Further, the Board annually reviews the effectiveness of the Company's internal control system.

31. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditor's Certificate on its compliance is attached as Annexure - I to this Report.

32. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has constituted an Audit Committee as required under Section 177 of the Companies Act, 2013 and has also established Vigil Mechanism for their employees and Directors to report their genuine concerns or grievances. The details of the same are explained in the Corporate Governance Report. The Board has accepted all the recommendations of the Audit Committee

33. SHARES

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees

34. EXTRACT OF ANNUAL RETURN

The extract of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished and is attached to this Report.

35. ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support. Your Directors also wish to place on record the support of the financial Institutions.

For and on behalf of the Board of Directors

ZODIAC-JRD-MKJ LIMITED

Date: 19th August, 2015 MR. JAYANTILAL JHAVERI

Place: Mumbai Chairman


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of your Company and the Audited Financial statement for the year ended 31st March, 2014.

(1) FINANCIAL RESULTS

The highlights of the Financial Results are

Year ended Year ended 31-03-2014 31-03-2013 (Rs. In Lakhs) (Rs. In Lakhs)

Total Income 3000.43 1716.99

Net Profit before Depreciation 1022.14 115.81 and Interest

Less : Depreciation 11.72 14.00

Interest 0.00 0.00

Profit before Tax 1010.42 101.81

Less : Deferred Tax (1.46) 2.74

Less : Current Tax 285.00 18.00

Profit after Tax 726.88 81.07

Balance Profit brought forward 4356.65 4305.87

Less: Prior Period Adjustments 0.37 0.01

Amt. Available for Appropriation 5083.16 4386.93

Less : Appropriation 0.00 0.00

Proposed dividend 25.89 25.89

Tax on Distributed Profit 4.40 4.40

Balance carried forward 5052.87 4356.65

Balance sheet

2. PERFORMANCE REVIEW

The Company''s turnover for the year 2013-14 had been Rs.2106.78 Lacs as per compared to last year figure of Rs. 1671.55 Lacs. The company has made a net profit after taxation of Rs. 726.88 Lacs against Rs. 81.07 Lacs last year. Company is making efforts to increase export during the next year.

3. DIVIDEND

The Directors are pleased to recommend a tax free dividend @5% i.e. Rs. 0.50 per share for the year ended 31st March, 2014.Total dividend Rs. 25,88,591 and total dividend distribution tax Rs. 4,39,931.

4. PUBLIC DEPOSITS

The Company has not accepted any fixed deposits from the public as per Section 58A of the Companies Act,1956 and the Companies (Acceptance of Deposits) Rules, 1975.

5. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr. Rajnikant S Chokshi, Directors of the Company, retire by rotation, and being eligible,does not offer’s himself for re-appointment.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association,Mr. Champaklal Dolatram Mehta Directors of the Company, retire by rotation, and and being eligible, offers himself for re-appointment.

6. AUDITORS

The Company''s Auditors M/s. Arun Ganatra & Co., Chartered Accountants hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors of the Company recommends for members approval the re-appointment of the Auditors to hold office from the conclusion of this Meeting until the conclusion of the third consecutive Annual General Meeting hereafter (subject to ratification by the members at every Annual General Meeting).

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors ,give hereunder Directors Responsibility Statement pertaining to the accounts of the company based on the representation received from the operating management,confirm that.

i) in preparation of the Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures, if any.

ii) the directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and the profit of the Company for the year under review .

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the annual accounts for the year ended 31st March, 2014 have been prepared on a ''Going Concern Basis''.

7. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of corporate Governance are made part of the Annual Report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO.

The prescribed particulars under section 217(1) (e) of the Companies Act, 1956, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as detailed below.

1) Total power and fuel consumption.

(Rs.000)

Particulars 2013-2014 2012-2013

(i) Electricity Purchases 0.27 0.25 Units (Lac KWH)

(ii) Total amount (Rs. In 000) 3.69 3.58

(iii) Rate KWH (Rs.) 13.67 14.32

2) Total energy consumption per unit of production.

Particulars 2013-2014 2012-2013

Cut & Polished Diamonds CTS 3110.79 2527.69

Gold Jewellery CTS 808.39 1830.19

GMS 2715.495 4866.119

3) Foreign Exchange Earnings and Outgoings.

(Rs. In Lacs)

Particulars 2013-2014 2012-2013

Total Foreign Exchange Earned 116.35 359.49

Total Foreign Exchange Outgo 4.91 3.41

9. PARTICULARS OF EMPLOYEES

No employees of the Company was in receipt of remuneration during the financial year 2013-2014 in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975.

10. DISCLOSURE UNDER SECTION 274 (1) (g)

None of the Directors of the Company are disqualified for being appointed as Directors as specified Under Section 274 (1) (g) of the Companies Act, 1956 amended by the Companies (Amendment) Act, 2000.

11. ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co- operation and support. Your Directors also wish to place on record the support of the financial Institutions.



For and on behalf of the Board of Directors For ZODIAC-JRD-MKJ LIMITED

JAYANTILAL JHAVERI CHAIRMAN

Place : Mumbai Date : 19th August, 2014

REGISTERED OFFICE : 910, Parekh Market, 39, J.S.S. Road, Opp. Kennedy Bridge, Opera House, Mumbai 400 004.


Mar 31, 2013

To The Members of ZODIAC-JRD-MKJ LIMITED

The Directors have pleasure in presenting the 26th Annual Report on the business and operations of your Company and the Audited Financial statement for the year ended 31st March, 2013.

(1) FINANCIAL RESULTS:

The highlights of the Financial Results are :

Year ended Year ended 31-03-2013 31-03-2012 (Rs. In Lakhs) (Rs. In Lakhs)

Total Income 1716.99 1911.35

Net Profit before Depreciation 115.81 144.31 and Interest

Less: Depreciation 14.00 14.13

Interest 0.00 0.00

Profit before Tax 101.81 130.18

Less: Deferred Tax 2.74 3.19

Less: Current Tax 18.00 27.00

Profit after Tax 81.07 99.99

Balance Profit brought forward 4305.87 4237.29

Less: Prior Period Adjustments 0.01 1.32

Amt. Available for 4386.93 4335.96 Appropriation

Less: Appropriation 0.00 0.00

Proposed dividend 25.89 25.89

Tax on Distributed Profit 4.40 4.20

Balance carried forward 4356.65 4305.87 Balance sheet

PERFORMANCE REVIEW.

The Company''s turnover for the year 2012-13 had been Rs.1671.55 Lacs as per compared to last year figure of Rs. 1866.50 Lacs. The company has made a net profit after taxation of Rs. 81.06 Lacs against Rs. 98.67 Lacs last year. Company is making efforts to increase export during the next year

2. DIVIDEND :

The Directors are pleased to recommend a tax free dividend @5% i.e. Rs. 0.50 per share for the year ended 31st March, 2013. Total dividend Rs. 25,88,591 and total dividend distribution tax Rs. 4,39,931.

3. PUBLIC DEPOSITS :

The Company has not accepted any fixed deposits from the public as per Section 58A of the Companies Act,1956 and the Companies (Acceptance of Deposits) Rules, 1975.

4. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, Mr.Rajnikant S Chokshi and Mr. Rajnikant .A. Jhaveri, Directors of the Company, retire by rotation, and being eligible, offer themselves for re-appointment.

Subject to the approval of the shareholders'' at the ensuing Annual General Meeting, Mr. Jayesh Jhaveri is proposed to be re-appointed as the Managing Director of the Company for a period of 3 years and Mr. Devang Jhaveri is proposed to be appointed as the Whole-time Director of the Company for a period of 3 years.

5. AUDITORS :

The Auditors M/s. Arun Ganatra & Co., Chartered Accountants, retire on the conclusion of the forthcoming Annual General Meeting and are eligible offer themselves for re-appointment.

6. DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that:

i) in preparation of the Annual Accounts for the year ended 31st March,2013 the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

ii) the directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2013 and the profit of the Company for the year under review ;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended 31st March, 2013 have been prepared on a ''Going Concern Basis.''

8. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of corporate Governance are made part of the Annual Report.

9. PARTICULARS OF EMPLOYEES :

No employees of the Company was in receipt of remuneration during the financial year 2012-2013 in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975

10. DISCLOSURE UNDER SECTION 274 (1) (a) :

None of the Directors of the Company are disqualified for being appointed as Directors as specified Under Section 274 (1) (g) of the Companies Act, 1956 amended by the Companies (Amendment) Act, 2000.

11. ACKNOWLEDGEMENTS :

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co- operation and support. Your Directors also wish to place on record the support of the financial Institutions..

NOTE: THE COMPANY HAS PASSED SPECIAL RESOLUTION ON DATED 10-11-2012 VIDE POSTAL BALLOT FOR SALE OF OFFICE NO. DW-5261, AT BHARAT DIAMOND BOURSE, BANDRA KURLA COMPLEX, MUMBAI, STILL DATE IT IS NOT SOLD.

By Order of the Board of Director

For ZODIAC-JRD-MKJ LIMITED

JAYANTILAL JHAVERI

CHAIRMAN

Place : Mumbai

Date : 6th August, 2013

REGISTERED OFFICE :

910, Parekh Market,

39, J.S.S. Road,

Opp. Kennedy Bridge,

Opera House, Mumbai 400 004.


Mar 31, 2012

To The Members of ZODIAC-JRD-MKJ LIMITED

The Directors have pleasure in presenting the 25th Annual Report on the business and operations of your Company and the Audited Financial statement for the year ended 31st March, 2012.

(1) FINANCIAL RESULTS :

The highlights of the Financial Results are :

Year ended Year ended 31-03-2012 31-03-2011 (Rs. In Lakhs)(Rs. In Lakhs)

Total Income 1911.35 1460.84

Net Profit before Depreciation 144.31 82.70 and Interest

Less: Depreciation 14.13 12.15

Interest 0.00 0.01

Profit before Tax 130.18 70.54

Add : Deferred Tax 3.19 1.84

Less: Current Tax 27.00 18.00

Profit after Tax 99.99 50.70

Balance Profit brought forward 4237.29 4224.40

Less: Prior Period Adjustments 1.32 7.72

Amt. Available for Appropriation 4335.96 4267.38

Less: Appropriation 0.00 0.00

Proposed dividend 25.89 25.89

Tax on Distributed Profit 4.20 4.20

Balance carried forward Balance sheet 4305.87 4237.29

PERFORMANCE REVIEW.

The Company's turnover for the year 2011 -2012 had been Rs. 1866.50 Lacs as per compared to last year figure of Rs. 1443.06 Lacs. The company has made a net profit after taxation of Rs. 98.67 Lacs against Rs. 42.97 Lacs last year.

2. DIVIDEND :

The Directors are pleased to recommend a dividend @5% i.e. Rs. 0.50 per share for the year ended 31st March, 2012.

3. PUBLIC DEPOSITS :

The Company has not accepted any fixed deposits from the public as per Section 58A of the Companies Act,1956 and the Companies (Acceptance of Deposits) Rules, 1975.

4. DIRECTORS :

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Mrs. Neeta Jayesh Jhaveri , Directors of the Company, retire by rotation, and being eligible, offers herself for re-appointment.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, Dr. Hasmukh Bachubhai Thakker Directors of the Company, retire by rotation, and being eligible, offers himself for re-appointment

5. AUDITORS :

The Auditors M/s. Arun Ganatra & Co., Chartered Accountants, retire on the conclusion of the forthcoming Annual General Meeting and are eligible offer themselves for re-appointment.

6. COMPANY SECRETARY COMPLIANCE CERTIFICATE:

The Company has obtained Compliance Certificate from Shri Virendra G. Bhatt, a practicing Company Secretary, as under Section 383A (1) of the Companies Act,1956, which is enclosed herewith forming part of the Director's Report.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors,based on the representation received from the operating management, confirm that:

i) in preparation of the Annual Accounts for the year ended 31st March,2012 the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

ii) the directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2012 and the profit of the Company for the year under review;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended 31st March, 2012 have been prepared on a 'Going Concern Basis.'

8. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of corporate Governance are made part of the Annual Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particulars under section 217(1) (e) of the Companies Act, 1956, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as detailed below.

1} Total power and fuel consumption. (Rs.)

Particulars 2011-2012 2010-2011

Electricity Purchases

i) Units (Lac KWH) 0.27 0.24

ii) Total amount (Rs. In 000) 2.78 2.38

iii) Rate'KWH (Rs.) 10.30 9.91

2} Total energy consumption per unit of production.

Particulars 2011-2012 2010-2011

Cut & Polished Diamonds CTS 1477.57 1050.90

Gold Jewellery CTS 796.224 1059.586

GMS 2631.151 3928.743

3) Foreign Exchange Earnings and Outgoings.

(Rs. In Lacs)

Particulars 2011-2012 2010-2011

Total Foreign Exchange Earned 796.39 891.12

Total Foreign Exchange Outgo 5.43 3.84

10. PARTICULARS OF EMPLOYEES :

No employees of the Company was in receipt of remuneration during the financial year 2011-2012 in excess of the sum prescribed under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975

11. DISCLOSURE UNDER SECTION 274 (1) :

None of the Directors of the Company are disqualified for being appointed as Directors as specified Under Section 274 (1) (g) of the Companies Act, 1956 amended by the Companies (Amendment) Act, 2000.

12. ACKNOWLEDGEMENTS :

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co- operation and support. Your Directors also wish to place on record the support of the financial Institutions..

By Order of the Board of Director

For ZODIAC-JRD-MKJ LIMITED

JAYANTILAL JHAVERI

CHAIRMAN

Place : Mumbai

Date : 22nd August, 2012

REGISTERED OFFICE :

910, Parekh Market,

39, J.S.S. Road,

Opp. Kennedy Bridge,

Opera House, Mumbai 400 004.


Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of your Company and the Audited Financial Statements for the year ended 31st March, 2010.

(1) FINANCIAL RESULTS :

The highlights of the Financial Results are :

Year ended Year ended

31-03-2010 31-03-2009

(Rs. In Lakhs) (Rs. In Lakhs)

TOTAL INCOME 2554.45 1848.55

Net Profit before Depreciation 206.40 162.07

And Interest

Less: Depreciation 10.89 10.66

Interest 0.14 0.10

Profit before Tax 195.37 151.31

Add: Deferred Tax (0.54) (0.79)

Less: Current Tax 59.76 32.72

Less:Provision for tax 0.00 0.00

Profit after Tax 136.15 119.38

Balance Profit brought forward * 4119.91 3760.61

Prior Period Adjustments 1.37 2.44

Amt. Available for Appropriation 4254.69 3877.55

Less:Appropriation

Proposed dividend 25.89 38.83

Tax on Distributed Profit 4.40 6.60

Fringe Benefit Tax 0.00 1.26

Balance carried forward to

Balance Sheet 4224.40 3830.86

Add: Business Purchase General Reserves of

MKJ Jewellery Pvt. Ltd 0.00 289.05

4224.40 4119.91

Including Business Purchase General Reserves of MKJ Jewellery Pvt. Ltd

2. DIVIDEND:

The Directors are pleased to recommend a dividend @ 5 % i.e. Rs.0.50 per share for the year ended 31st March,2010.

3. DIRECTORS:

In accordance with the provision of the Companies Act, 1956 and the Companys Articles of Association ,Mr. Rajnikant Jhaveri and Mr. Jindat K Mehta Directors of the Company retire by rotation, and are eligible for reappointment.

4. FIXED DEPOSIT:

The Company has not accepted any fixed deposits from the public during the year under review.

5. AUDITORS:

The Auditors M/s .Arun Ganatra & Co., Chartered Accountants .retire at the Annual General Meeting and the being eligible offer themselves for re- appointment.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars required under Section 217 (1) (e) of the companies Act, 1956, in respect of conservation of energy & technology absorption are applicable to the company. During the year foreign exchange outgo was Rs. 4.36 Lacs and the foreign Exchange earned during the year was Rs. 2529.23 Lacs. The Net Foreign exchange earned by the Compnay during the financial year is Rs. 2524.87 Lacs.

FORM - A

A. POWER AND FUEL CONSUMPTION

PARTICULARS 2009-2010 2008-2009

1. Electricity Purchased:

Unit Purchased (Lac KWH) 0.28 0.31

Total Amount (Rs. in Lac) 3.48 3.82

Average Rate/KWH (Rupees) 11.51 12.15

2. LPG Consumed:

Unit Purchased (Lac KWH)

Total Amount (Rs. in Lac) NIL NIL

Average Rate/KWH (Rupees)

B. CONSUMPTION PER UNIT OF PRODUCTION

PARTICULARS 2009-2010 2008-2009

1. Electricity (KWH)

CUT & POLISHED CTS. 1024.41 1591.17

DIAMONDS

GOLD JEWELLERY CTS. 439.602 1024.560

GMS. 3395.979 3788.514

7. PARTICULARS OF EMPLOYEE:

Pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules, 1975 as amended, the Company has no persons in its employment drawing salary ir excess of Rs.24,00,000 per annum or Rs. 2,00,000 permonth.

8. DEPOSITORY:

The company has entered into an agreement with National Depository Services Limited as well Central Depository Services (India) Limited facilitating the equity shareholders of the Company to hold their equity holding in Company in dematerialised form. The Company also offers simultaneous dematerialisation of the physical shares lodged for transfer.

9. DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) That in preparation of the Annual Accounts for the year ended 31st March,2010, the applicable accounting standards had been followed alongwith standards relating to material departures, if any;

ii) That the directors had selected such accounting policies and applied consistently and made judgements and estimates that were reasonable and prudent so as to give true and fair view of the state ol affairs of the Company at the end of the financial year ended 31 st March,2010 and the profit of the Company for the year under review;

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956,for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the annual accounts for the year ended 31st March, 2010 have been prepared on a Going Concern Basis.

10. DISCLOSURE UNDER SECTION 274 (1)(q):

None of the Directors of the Company are disqualified for being appointed as Directors as specified Under Section 274 (1) (g) of the companies Act, 1956 amended by the Companies (Amendment) Act,2000.

11. CORPORATE GOVERNANCE:

A separate detailed Corporate Governance report is attached herewith.

12. ACKNOWLEDGEMENTS :

Your Board takes this opportunity of thanking the shareholders, Banking, Auditors, Registrars, Business Associates and all Employees Of the Company for their co-operation received during the year under review.



For and on behalf of the Board of Directors

ZODIAC-JRD-MKJ LIMITED

MR. JAYANTILAL JHAVERI

(CHAIRMAN)

Place : MUMBAI

Date : 10-8-2010

REGISTERED OFFICE :

910, Parekh Market

39, J.S.S. Road,

Mumbai - 400 004.



 
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