Zodiac JRD MKJ Ltd Directors Report.

To,

The Members,

ZODIAC-JRD-MKJ LIMITED

The Directors have pleasure in presenting the 32nd Annual Report on the business and operation of the company together with the Audited Financial Statements for the year ended 31st March, 2019.

1. FINANCIAL RESULTS

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

(Rupees in Lacs)

Year Ended Year Ended
31.03.2019 31.03.2018
Total Income 1651.38 2143.32
Net Pro t before Depreciation 200.84 77.45
and Interest
Less : Depreciation 4.94 6.60
Interest 0.00 0.00
Pro t before Tax 195.90 70.85
Less : Deferred Tax 16.87 (1.73)
Less : Current Tax 38.79 11.40
Less : Prior Period Adjustments 3.83 0.00
Less: Mat Credit Entitlement (14.10) (11.35)
Pro t after Tax (A) 150.51 72.53
Other Comprehensive Income 0.49 0.97
(Net of Tax) (B)
Total Comprehensive Income for 151.00 73.50
the year (A+B)=C
Balance Pro t brought forward (D) 5996.80 5994.46
Proposed dividend (E) (25.89) (25.89)
Tax on Distributed Pro t (F) (5.32) (5.27)
Balance carried forward
Balance sheet (C+D+E+F) 6116.59 5996.80

2. STANDALONE FINANCIAL STATEMENT

The Standalone Financial Statements for the financial year 2018-19 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:

The Companys turnover for the year FY 2018-19 had been Rs.1484.88 Lacs as per compared to last year gure of Rs. 1999.76 Lacs. The company has made a net profit after taxation of Rs. 150.51 Lacs against Rs. 72.52 Lacs last year. Company is making efforts to increase the turnover during the next year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred the unpaid or unclaimed dividend declared up to financial years 2011-12, 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 31st March, 2012 is due for transfer to the IEPF in month of 30th October, 2019. The shareholders whose dividend remained unclaimed for the financial year 2011-12 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 lying with the Company as on 18th September, 2018 (date of the previous Annual General Meeting) 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 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 2011-12 or earlier financial years has not been paid or claimed by the members for 7 (seven) consecutive years or more.

The Company has transferred sum of Rs.122070.00 pertaining to the nal dividend amount for the year ended 31st March, 2011, during the financial year 2018-19 to the Investor Education and Protection Fund established by the Central Government, 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 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. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

7. MATERIAL CHANGES AFFECTING THE 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.

8. 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 2018-2019. Because of slow down economy in Europe, U.S.A., Japan & China, customers 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 ahead in near future. The Company turnover for the current year is Rs.1484.88 Lacs as compared to last year was Rs. 1999.76 Lacs. The Company made a net profit for the current year after taxation of Rs. 150.51 Lacs compared to the last year was Rs. 72.52 Lacs .

9. 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.000)

Particulars 2018-2019 2017-2018
Electricity Purchases 0.18 0.20
Units (Lac KWH)
Total amount 2.36 2.70
(Rs. In 000)
RateKWH (Rs.) 13.11 13.50

2) Total energy consumption per unit of production.:-

Particulars 2018-2019 2017-2018
Cut & Polished 1534.78 1534.54
Diamonds CTS
Gold Jewellery (CTS} 254.889 317.466
(GMS} 1069.520 933.575

3) Foreign Exchange Earnings and Outgoings. (Rs. In Lacs):-

Particulars 2018-2019 2017-2018
Total Foreign 0 0
Exchange Earned
Total Foreign 0 0
Exchange Outgo

10. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

As per amendment brought in vide the noti cation dated 19th of September, 2018, the Section 37 has been noti ed of Companies (Amendment) Act, 2017, the words any financial year has been replaced with the words immediately preceding financial year. The company has paid CSR to Prime Minister National Relief Fund in 2015-16 of Rs. 8,26,734/-, 2016-17 of 8,20,988/- and 2017-18 of 2,54,215/-.

As per the amendments immediately preceding financial year, the company is not liable to pay CSR ahead unless it ful lls as per Section 135 of the Companies Act, 2013.

Since the CSR norms are not applicable to the Company hence, the disclosures as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be made.

The CSR Policy is uploaded on the Companys website at the web link: http://www.zodiacjrdmkjltd.com/investorrelations.aspx

11. LOANS, GUARANTEES OR INVESTMENTS:-

The details of the Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 by the Company, to other Body Corporates or persons are given in notes to the financial statements.

12. CONTRACTS OR ARRANGEMENTS MADE WITH

RELATED PARTIES

All related party transactions done by the Company during the financial year were arms 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.

13. 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.

14. DIRECTORS AND KEY MANAGERIAL

PERSONNEL INFORMATION :-

In view of acceptance of resignation served by Miss. Pooja Jhaveri from the post of Chief Financial Of cer (CFO) of the Company in order to fulfill the requirement of Companies Act, 2013 and SEBI (LODR) 2016, the Company appointed Mr Mitesh Prashant Temgire as Chief Financial Of cer (CFO) of the Company on 11th February, 2019.

(i) Retirement by Rotation

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

Mr. Mohit Thakur was appointed 06th August, 2019 as Independent Director

Mrs. Sheela Kadechkar was appointed as 06th August, 2019 as Independent Director

Mr. Mukesh Desai resigned on 06th August, 2019 as Independent Director

Mr. Jayesh Kadakia resigned on 06th August, 2019 as Independent Director

None of the Directors is disquali ed from being appointed as or holding office as Director, as stipulated under Section 164 of the Act.

15. DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors of the Company con rming that they have met the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. NUMBER OF BOARD MEETINGS

The Company had 4 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.

17. 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 reappointed and has noted that none of the Directors are disquali ed under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

18. BOARD EVALUATION

In compliance with the requirements of Section 134(3) 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 pro tability;

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.

19. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors con rm that: a) in the preparation of the annual accounts for the financial year ended 31st March, 2019, 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, 2019 and pro t/ 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.

20. 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 Companies Act, 2013 based on the recommendation of Nomination and Remuneration Committee. The details of this Policy is explained in the Corporate Governance Report.

21. AUDITORS

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable and pursuant to the recommendations of the Audit Committee, M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No . 101872W/W100045), be appointed as statutory auditors of the Company, to hold office from the conclusion of this Thirtieth Annual General Meeting (AGM) until the conclusion of the Thirty Fifth Annual

General Meeting (AGM), subject to rati cation by members every year, as applicable, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company

MCA vide its noti cation dated 7 May 2018, has brought into effect certain provisions of the Companies (Amendment) Act, 2017, thereby amending provisions of the Companies Act, 2013, including section 139 of the Act, the mandatory requirement for rati cation of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed rati cation of appointment of M/s. Chokshi & Chokshi LLP, Chartered Accountants, at the forthcoming AGM.

The Auditors Report is unmodi ed i.e. it does not contain any quali cation, reservation or adverse remark or disclaimer.

22. AUDITORS REPORT

The notes to accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

23. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITOR

There were no quali cations, reservations or adverse remarks made by the Auditor.

24. SECRETARIAL AUDITOR AND SECRETARIAL

AUDIT REPORT

In accordance with the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has got the Secretarial Audit conducted from the Practicing Company Secretary. A Secretarial Audit Report issued by Ms. I Javeri, Practicing Company Secretary, in Form MR 3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2019, is provided in

Annexure II.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2018-19 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report has been submitted to the stock exchanges within 60 days of the end of the financial year.

25. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Secretarial Auditor has made following qualification / observation/adverse remark in his report.

I further report that during the period under review, I observed from the Note No. 29 (Note on Related Party Transactions) of the Audited Financial Statements, that outstanding balance of Rs. 237,560 is in the name of JRD Diamonds and which is payable by the Company to JRD Diamonds (a Partnership Firm) since 1994 as informed. Hence, I am not in a position to report whether the provisions of Section 297 of the Companies Act, 1956 are complied or not at the time the transaction took place.

Directors Comment : - Self Explanatory

26. COST AUDITORS

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2018-19 was below 35 crores.

27. PARTICULARS OF EMPLOYEES

No employees of the Company was in receipt of remuneration during the financial year 2018-2019 in excess of the sum prescribed under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration) Rules 2014.

28. SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES

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

29. LISTING

The Companys Equity Capital is listed on the Bombay Stock Exchange and National Stock Exchange of India Ltd. The Company con rms that it has paid annual listing fees due to these stock exchanges for the year 2019-2020 and has been diligent in observing all the compliances as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

30. INSURANCE

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

31. INTERNAL CONTROL SYSTEM & INTERNAL

AUDITOR

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 Companys internal control system.

32. CORPORATE GOVERNANCE

A separate report on Corporate Governance along with the Auditors Certi cate on its compliance is attached as Annexure IV to this Report.

33. 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.

34. 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

35. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure III to this Annual Report and also available on the website of the Company at http://www.zodiacjrdmkjltd.com/newsite/ annualreport2018/Form_MGT_7.pdf

36. DISCLOSURES PURSUANT TO THE COMPANIES

(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Particulars of employees remuneration, as required 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) Amendment Rules, 2016:

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 Companies Act, 2013, 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 Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 are not given. There were 9 con rmed employees on the rolls of the Company as on March 31, 2019.

38. ACKNOWLEDGEMENTS

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

39. INFORMATION UNDER THE SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE

The Company has constituted an internal complaint committee under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year there was no complaint filed before the said Committee.

40. DEPOSITS

Company has not accepted any deposits from public / members under Section 73 of the Act, read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

41. RISK MANAGEMENT & INTERNAL FINANCIAL

CONTROLS:

The Company has in place a mechanism to inform Board Members about the Risk Assessment and Minimisation procedures which are periodically reviewed to ensure that risk is controlled by the Executive Management. The Company has also formulated Risk Management Policy to review and control risk.

Details in respect of adequacy of internal financial controls with reference to the Financial Statements are given in the Management Discussion and Analysis, which forms part of this Report.

41. WHISTLE-BLOWER POLICY/VIGIL MECHANISM

The Company has adopted the Whistle-Blower Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistle-blowers. The same has been posted on the Companys website http://www.zodiacjrdmkjltd.com/investorrelations1.a spx. The Whistle-Blower Policy broadly covers a detailed process for reporting, handling and investigation of fraudulent activities and providing necessary protection to the employees who report such fraudulent activities/unethical behavior.

42. APPRECIATIONS

The Directors would also like to place on record their sincere appreciation for the continued co-operation, guidance, support and assistance extended during the year under report by our bankers, customers,suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the year under report.

For and on behalf of the Board of Directors
ZODIAC-JRD-MKJ LIMITED
Date: 06th August, 2019 MR. JAYANTILAL JHAVERI
Place: Mumbai Chairman