zodiac jrd mkj ltd Directors report

To,

The Members

Zodiac-JRD-MKJ Limited

The Directors have pleasure in presenting the 36^th Annual Report on the business and operation of the company together with the Audited Financial Statements for the year ended 31^st March, 2023.

1. Financial Results

The Companys financial performance for the year under review along with previously figures is given hereunder:

(Rupees in Lakhs)

Particulars	Year Ended	Year Ended
	31.03.2023	31.03.2022
Total Income	1597.55	1933.17
Net Profit before Depreciation and Interest	111.93	105.08
Less : Depreciation	1.48	2.08
Less: Interest	0.00	0.00
Profit before Tax	110.45	103.00
Tax Expense:
Deferred Tax	(0.37)	(0.82)
Earlier year Tax Adjustment	(1.10)	--
Current Tax	13.50	26.74
Mat Credit Entitlement	--	8.81
Profit after Tax (A)	98.42	68.27
Other Comprehensive Income (Net of Tax) (B)	(0.05)	0.85
Total Comprehensive	98.37	69.12
Income for the year
(A+B)=C
Balance Profit brought	6270.86	6201.73
forward (D)
Proposed dividend (E)	0.00	0.00
Tax on Distributed Profit (F)	0.00	0.00
Balance carried forward	6369.23	6270.86
Balance sheet (C+D+E+F)

2. Standalone Financial Statement

The Standalone Financial Statements for the financial year 2022-23 of the Company are

prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and form part of this Annual Report.

3. Performance Review

During the year under review, the Company has recorded the revenues of Rs. 1597.55 Lakhs which was a decrease to 17.36% as compared to previous year of Rs. 1933.17 Lakhs.

The profit before tax increased by 7.23% to Rs. 110.45 Lakhs as compared to previous year of Rs. 103.00 lakhs. The profit after tax at Rs. 98.42 Lakhs an increase of 44.16% as compared to previous year of Rs. 68.27 Lakhs.

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 ahead in near future.

4. Dividend

In order to conserve resources for further expansion of the Companys business, your Directors have opined not to recommend any dividend for the financial year 2022-23.

5. Reserves

No percentage of profits was transferred to General Reserve as dividend was not recommended for the financial year 2022-23.

6. Listing

The Companys Equity Capital is listed on the Bombay Stock Exchange. The Company confirms that it has paid annual listing fees due to this stock exchange for the year 2023-24 and has been diligent in observing all the compliances as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations”].

7. Transfer of unclaimed dividend to Investor Education & Protection Fund

The Company has transferred the unpaid or unclaimed dividend declared up to financial years 2014-15, from time to time, to the Investor Education and Protection Fund (IEPF) established

by the Central Government. The unclaimed dividend in respect of the financial year ended on 31^st March, 2016 is due for transfer to the IEPF the due date is 26.09.2023. The shareholders whose dividend remained unclaimed for the financial year 2015-16 and for subsequent financial years are requested to claim it immediately from the Company. The Company has uploaded the details of unpaid and unclaimed dividend amounts under “Investor Relations” section on the website of the Company. The said details have also been uploaded on the website of the Ministry of Corporate Affairs and the same can be accessed through the link www.mca.gov.in and on the website of IEPF viz. www.iepf.gov.in. Attention of the members is drawn to the provisions of Section 124(6) of the Companies Act, 2013 (“the Act”) which require a company to transfer in the name of IEPF Authority all shares in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more.

In accordance with the aforesaid provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has already initiated necessary action for transfer of all shares in respect of which dividend declared for the financial year 2015-16 or earlier financial years has not been paid or claimed by the members for 7 (seven) consecutive years or more.

8. 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. Further, the Company has not accepted any Loan from Directors or their Relatives.

9. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Jayantilal Jhaveri (DIN: 00020250) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

As per the provisions of the Act, Independent Directors have been appointed for a period of five years and shall not be liable to retire by rotation.

All other Directors, except Managing Director and Whole-Time Director, are liable to retire by rotation at the Annual General Meeting of the Company.

The brief details of the Directors proposed to be reappointed as required under Secretarial Standard 2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations is provided in the Notice convening Annual General Meeting of the Company.

As on the date of this Report, Mr. Jayesh Jhaveri, Managing Director, Mr. Devang Jhaveri, WholeTime Director, Mr. Mitesh Temgire, Chief Financial Officer and Mr. Tejas Shah, Company Secretary are the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) read with Section 203 of the Act.

Declaration from Directors

All the Independent Directors of the Company have submitted their disclosure to the effect that they fulfill all the requirements/criteria of independence as per Section 149(6) of the Act and SEBI Listing Regulations and they have registered their names in the Independent Directors Databank. Further, all the Independent Directors have affirmed that they have adhered and complied with the Companys Code of Conduct for Independent Directors which is framed in accordance with Schedule IV of the Act.

The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) and/ or re-enactment(s) thereof for the time being in force) or are debarred or disqualified by SEBI, Ministry of Corporate Affairs (“MCA”) or any other such statutory authority.

All members of the Board and senior management have affirmed compliance with the Code of Conduct for Board and senior management for the financial year 2022-23.

10. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Act, the directors of the Company confirms that:

(a) in the preparation of the annual accounts for the financial year ended 31^st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies 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 31 ^st March, 2023 and profit of the Company for the year under review;

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

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

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

11. Number of Board Meetings

During the year under review, 6 (six) meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2022-23 are given in the Corporate Governance Report forming part of this Report.

The maximum interval between any two meetings

did not exceed 120 days, as prescribed under the Act and the SEBI Listing Regulations.

12. Constitution of various Committees

The Board of Directors of the Company has constituted following Committees:

a. Audit Committee;

b. Nomination and Remuneration Committee;

c. Stakeholders Relationship Committee.

During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. A detailed note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Report.

The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the SEBI Listing Regulations.

13. Board Evaluation

The Company has devised a Policy for performance evaluation of the Board, its Committees and other individual Directors (including Independent Directors) which includes criteria for Performance Evaluation of the NonExecutive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and Committee Meetings, acquaintance with business, communicating inter se Board Members, effective participation, domain knowledge, compliance with code of conduct etc., which is incompliance with applicable laws, regulations and guidelines. The Board carried out annual evaluation of the performance of the Board, its Committees and Individual Directors and Chairman.

The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee Members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees. The reports on performance evaluation of the individual Directors were reviewed by the Chairman of the Board.

14. 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 dematerialized form. The Company also offers simultaneous dematerialization of the physical shares.

15. Familiarization Programme for Independent Directors

All Independent Directors are familiarised with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the training and familiarisation programme are provided in the Corporate Governance Report and is also available on the website of the Company at https://zodiacirdmkiltd. com/familiarisation-programme-of-independent- director/.

16. Companys policy relating to Directors Appointment, Payment of Remuneration and Discharge of their duties

The Board has framed a Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 (3) of the Act based on the recommendation of Nomination and Remuneration Committee. The details of this Policy is explained in the Corporate Governance Report.

17. Auditors & Auditors Report Statutory Auditors

Bansi Khandelwal & Co., Chartered Accountants (Firm Registration No. 145850W), were appointed as Statutory Auditors of the Company at the 35^th AGM held on 29^th September, 2022, to hold office till the conclusion of the 40^th AGM.

Bansi Khandelwal & Co. has confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

There is qualification made by Auditors in their Audit the Statutory Report for the year ended 31^st March, 2023 and reply of Management is as under:

Independent  Auditors Qualification	Managements Reply
1 In absence	The Trade payables of
of vendor	the Company includes
confirmation	a vendor having
of Rs.	outstanding for more
49,32,661/-	than 3 year amount of Rs.
which are	49,32,661/- as at March
outstanding	31, 2022. The vendor
for more	is under Corporate
than 3 years.	insolvency Resolution
Due to non-	Process from January
availability	2018. The management
of balance	of the company is
confirmation,	making all efforts to
we are	quantify the amount
unable to	payable to the vendor.
quantify the	The matter is pending
impact, if any	before various statutory
arising from	investigating authorities.
the same.	However, the company
	has not received any
	claim. Hence, in the
	opinion of management
	no impact has been
	given in the financial
	statements in absence
	of the confirmation of the
	vendor.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Mr. Virendra Bhatt & his Associates, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31^st March 2023 in the prescribed Form MR - 3 is attached to this Report as “Annexure I”, which is self-explanatory.

The Secretarial Compliance Report received from Parbat Chaudhari, Practicing Company Secretary for the financial year 2022-23, in relation to compliance of all applicable SEBI Regulations/ Circulars/ Guidelines issued thereunder, Secretarial Standards, pursuant to requirement of Regulation 24A of the SEBI Listing Regulations has been submitted to the stock exchanges within

the prescribed time limit.

There is qualification made by Secretarial Auditors in their Audit the Secretarial Report for the year ended 31^st March, 2023 and reply of Management is as under:

Sr. Independent No Auditors Qualification	Managements Reply
1 The Company has	The Company has
not maintained	maintained the same
the Structural	in the Excel format
Digital Database	during the review
properly as per	period and later on
the Regulation	the Company has
3(5) & 3(6) SEBI	installed the software
(Prohibition of	of Structural Digital
Insider Trading)	Database on 31-03-
Regulations,	2023.
2015.

Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 for the financial year 2022-23.

Reporting of Frauds by Auditors

None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143(12) of the Act.

18. Disclosures pursuant to the particulars of Employees and Related Disclosures

The particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as “Annexure II” to this Report.

During the year under consideration, none of the employees of the Company were in receipt of remuneration in excess of limits prescribed section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 hence particulars as required under section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration

of Managerial Personnel) Amendment Rules, 2016 are not given.

19. Loans, Guarantees or Investments

The Investment made during the year are in compliance with Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. The details of Investment are given in Note 6 of the Financial Statements for the year ended 31 ^st March, 2023.

The Company has not given any Loans and Guarantees under Section 186 of the Act by the Company.

20. Related Party Transactions

In line with the requirements of the Act and SEBI Listing Regulations, your Company has formulated policy on Related Party Transactions duly approved by the Board, which is also available on the Companys website at web link http:// zodiacirdmkiltd.com/related-party-transaction- policy/. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were on an arms length basis, in the ordinary course of business and incompliance with the applicable provisions of the Act and SEBI Listing Regulations such transactions are reported on a quarterly basis for review by the Audit Committee as well as the Board. Disclosures pursuant to Accounting Standards on related party transactions have been made in the notes to the Financial Statements.

Statutory Disclosures

The details of the related party transactions as per IND AS 24 on Related Party Disclosures are set out in Note 24 to the standalone financial statements of the Company.

The Company in terms of Regulation 23 of the SEBI Listing Regulations submits within the stipulated time from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions, in the format specified by the stock exchanges. The

said disclosures are available on the website of the Company at www.zodiacirdmkiltd.com.

21. Subsidiaries, Joint ventures and associate Companies

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

22. Whistle Blower Policy/Vigil Mechanism

Your Company promotes ethical behavior in all its business activities and your Company has adopted a Policy on Vigil Mechanism and Whistle Blower in terms of Section 177(9) and Section 177(10) of the Act and Regulation 22 of the SEBI Listing Regulations for receiving and redressing complaints from employees, directors and other stakeholders to report concerns about unethical behaviour, actual or suspected fraud.

The Policy is appropriately communicated within the Company across all levels and has been displayed on the Companys website at web link http://zodiacirdmkiltd.com/vigil-mechanism-and- whistle-blower-policy/ for stakeholders.

Protected disclosures are made by a whistle blower in writing to the Ombudsman i.e. Chairman of the Audit Committee under the said mechanism no person has been denied direct access to the Chairperson of the Audit Committee. The Audit Committee and Stakeholders Relationship Committee periodically reviews the functioning of this Mechanism.

23. Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has formulated a Policy on Prevention of Sexual Harassment at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the Policy. Further, the Company has constituted an Internal Complaints Committee, where employees can register their complaints against sexual harassment. During the year there was no complaint filed before the said Committee.

24. Annual Return

The Annual Return of the Company as on 31^st March, 2023 in Form MGT-7 in accordance

with Section 92(3) read with Section 134(3)(a) of the Act and the Companies (Management and Administration) Rules, 2014, is available on the website of the Company and can be accessed at http://zodiacirdmkiltd.com/wp- content/uploads/2023/08/Form MGT 7-.pdf

25. Insurance

The Companys plant & machinery, buildings, stocks & assets are adequately insured.

26. 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 the Act read with Companies (Accounts) Rules, 2014 as detailed below

1) Total power and fuel consumption.

(Rs. in Lakhs)

Particulars	2022-23	2021-22
Electricity Purchases	0.06	0.02
Units (Lakh KWH)
Total amount (Rs. In 000)	0.76	0.25
Rate KWH (Rs.)	13.25	13.11

2) Total energy consumption per unit of production.-

Particulars	2022-23	2021-22
Cut & Polished	0.00	0.00
Diamonds CTS
Gold Jewellery CTS}	45.650	18.180
GMS}	199.00	105.289

3) Foreign Exchange Earnings and Outgoings.

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Total Foreign Exchange Earned	0.00	0.03
Total Foreign Exchange Outgo	0.00	0.00

27. Internal Control System & Internal Auditor

Your Company maintains adequate and effective internal control systems which commensurate

with the nature, size and complexity of its business and ensure orderly and efficient conduct of the business. The internal control systems of the Company are routinely tested and verified by Internal Auditors, M/s. Pravin K. Chheda & Co., Chartered Accountants, and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Companys internal control requirement and monitors the implementation of audit recommendations.

28. Corporate Social Responsibility (CSR):-

The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company.

29. Corporate Governance

Your Company has been practicing the principles of good Corporate Governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of the SEBI Listing Regulations together with a Certificate from the Secretarial Auditor confirming compliance with the conditions of Corporate Governance are provided separately as annexed herewith as “Annexure IN” to this Report.

30. Management Discussions & Analysis

Management Discussion and Analysis Report as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

31. Risk Management & Internal Financial Controls:

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management, which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) laying down procedures relating to Risk assessment and minimization.

The objective of the risk management framework is to enable and support achievement of business

objectives through risk intelligent assessment while also placing significant focus on constantly identifying and mitigating risks within the business.

Further, details on the Companys risk management framework is provided in the Management Discussion and Analysis report.

32. Material changes affecting the financial position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and till the date of this Report.

33. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, General Meetings and on voluntary basis the Standard on Report of the Board of Directors.

This Report of the Board of Directors is in compliance with the provisions of the Secretarial Standards - 4 on Report of the Board of Directors.

34. Other Disclosures

• During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• During the year under review, the Company has not obtained any credit rating.

• No application has been made under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) ("the IBC, 2016"), hence, the requirement to disclose the details of application made or any proceeding pending

under the IBC, 2016 during the year along with their status as at the end of the financial year is not applicable.

• The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

35. Appreciation

The Board of Directors place on record sincere gratitude and appreciation for all the employees of the Company. Our consistent growth has been possible by their hard work, solidarity, cooperation and dedication during the year.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors
	Jayantilal A. Jhaveri
	Chairman
Date: 28 August, 2023	DIN: 00020250
Place: Mumbai