Zodiac-JRD-MKJ Ltd

To

The Members,

ZODIAC-JRD-MKJ LIMITED

The Directors have pleasure in presenting the 24th Annual Report on the business andoperations of your Company and the Audited Financial statement for the year ended 31 stMarch, 2011.

(1) FINANCIAL RESULTS:

The highlights of the Financial Results are :

2. DIVIDEND:

The Directors are pleased to recommend a dividend @5% i.e. Rs. 0.50 per share for theyear ended 31st March, 2011.

3. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Company's Articlesof Association, Mr. Jayantilal A Jhaveri and Mr. Champaklal D Mehta Directors of theCompany 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 underreview.

5. AUDITORS:

The Auditors M/s. Arun Ganatra & Co., Chartered Accountants, retire at the AnnualGeneral Meeting and they being eligible offer themselves for reappointment.

6. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGSAND OUTGO

The Company does not have any activities related to conservation of Energy andTechnology absorbtion. During the year foreign exchange outgo was Rs. 3.84 Lacs and theforeign exchange earned during the year was Rs. 891.12 Lacs. The Net foreign exchangeearned by the Company during the financial year is Rs. 887.28 Lacs.

A. POWER AND FUEL CONSUMPTION

B. CONSUMPTION PER UNIT OF PRODUCTION

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 itsemployment drawing salary in excess of Rs. 24,00,000 per annum or Rs. 2,00,000 per month.

8. DEPOSITORY :

The company has entered into an agreement with National Securities Depository Limited(NSDL) as well Central Depository Services (India) Limited (CDSL) facilitating the equityshareholders of the Company to hold their equity holding in Company in dematerialisedform. The Company also offers simultaneous dematerialisation of the physical shares lodgedfor transfer.

9. DIRECTORS' RESPONSIBILITY STATEMENT :

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

i) That in preparation of the Annual Accounts for the

year ended 31st March,2011 the applicable accounting standards had been followedalongwith relating to material departures, if any;

ii) That the directors had selected such accounting policies and applied consistentlyand made judgements and estimates that were reasonable and prudent so as it give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March, 2011 and the profit of the Company for the year under review ;

iii) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) That the annual accounts for the year ended 31st March, 2011 have beenprepared on a 'Going Concern Basis.'

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

None of the Directors of the Company are disqualified for being appointed as Directorsas 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-operationreceived during the year under review.