The Directors are pleased to present 38^th Annual report
and the Audited Financial Statement for the year ended
31^st March, 2025 together with the Auditor''s Report
thereon.

1) Financial Summary:

(Rs. In Lakhs

2) Dividend:

During the year under review, the Board of
Directors has not recommended dividend on the
Equity Shares of the Company.

3) Transfer To Reserves:

The Board of Directors has decided to retain the
entire amount of profit for FY 2024-25 appearing
in the Statement of profit and loss.

4) Credit Rating:

During the year under review, your Company has
no outstanding instruments for which the credit
rating needs to be obtained.

5) Changes in the nature of Business:

During the year under review the Company did not
undergo any change in the nature of its business.

6) Company’s Performance:

The revenue for Current Year was ? 2334.06
Lakhs, Higher by ? 1044.67 Lakhs over the
previous year''s revenue of ?1289.39 Lakhs. The
profit after tax (PAT) attributable to shareholders
and non-controlling interests for Current Year is
? 42.84 Lakhs over the previous year''s Profit After
Loss of ? 136.94 Lakhs.

7) 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:

i. Total power and fuel consumption:

(Rs. In Lakhs)

ii. Total energy consumption per unit of
production:

(Rs. In Lakhs i

iii. Foreign Exchange Earnings and Outgoings:

(Rs. In Lakhs

8) Extract of Annual Return:

Pursuant to Section 92(3) read with Section
134(3)(a) of the Act, the Annual Return as on

31^st March, 2025 is available on the Company''s
website at https://zodiacirdmkiltd.co.in/

9) Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of
the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“the Listing
Regulations”), the Management''s discussion and
analysis is set out as Annexure I forming part of
this Annual Report.

10) Subsidiary Company:

During the year under review, the Company
does not have any Subsidiary, Joint Venture or
Associate Company. However, with effect from
01^st July, 2025 the Company has become the
Holding Company of VEM Plastic Molding Private
Limited (CIN: U22207PN2024PTC234746) by
virtue of holding 90% of its Shares Capital.

11) Related Party Transactions:

During the year 2024-25 the Contracts
Arrangements entered into by the Company
with related parties were approved by the Audit
Committee pursuant to sub section (IV) (4) of
Section 177 of Companies Act, 2013 and by the
Board of Directors pursuant to Section 188(1) of
CompaniesAct, 2013.

There are no materially significant related
party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a
potential conflict with the interest of the Company
at large and thus, a disclosure in the prescribed
Form AOC-2 in terms of Section 134 of the Act is
not required.

12) Remuneration Policy:

The Board has, on the recommendation of the
Nomination & Remuneration Committee framed a
policy for selection and appointment of Directors,
Senior Management and fixing their remuneration.

Remuneration policy of the Company is designed
to create a high-performance culture. It enables
the Company to attract, retain and motivate
employees to achieve results. The business
model promotes customer centricity and requires
employee mobility to address project needs.

13) Human Resources:

Your Company considers people as one of
the most valuable resources. It believes in the
theme that success of any organization depends
upon the engagement and motivation level of
employees. All employees are committed to their
work and proactively participate in their area of
operations. The Company''s HR philosophy is to
motivate and create an efficient work force as
manpower is a vital resource contributing towards
development and achievement of organisational
excellence.

14) Deposits:

The Company has not accepted any deposits
from public and as such, no amount on account
of principal or interest on deposits from public
was outstanding as on the date of the balance
sheet within the meaning of Section 73 of the
Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014. There
were no unpaid or unclaimed deposits as on 31^st
March, 2025.

15) Corporate Social Responsibility:

The company is not required to constitute a
Corporate Social Responsibility Committee as
it does not fall within purview of Section 135 of
the Companies Act, 2013 and hence it is not
required to formulate policy on corporate social
responsibility.

16) Directors:

a. Directors And Key Managerial Personnel:

As on 31^st March, 2025, the Company has
Six Directors with an optimum combination
of Executive and Non-Executive Directors
including One women director. The Board
comprises of Five Non-Executive Directors,
out of which Three are Independent
Directors.

Inductions:

The Board, at its meeting held on 23^rd
July, 2025 appointed Mr. Marc Christopher
Weinmann as an Additional Non- Executive
Non- Independent Director with effect
from 23^rd July, 2025, subject to approval of
Members at the ensuing General Meeting.

Reappointment Director liable to retire
by rotation:

In accordance with the provisions of Section
152(6) of the Act and in terms of the Articles
of Association of the Company, Mr. Mudit
Sharadkumar Jain (DIN: 00647298) retires
by rotation at the ensuing Annual General
Meeting and being eligible, has offered
himself for reappointment.

Additional information on appointment/
re-appointment of Directors as required
under Regulation 26(4) and 36 of the Listing
Regulations is appended as on annexure to
the notice convening the ensuing AGM.

Cessation:

During the year, Ms. Sunaina Gera
tendered her resignation from the post
of Non-Executive Independent Director
with effect from 16^th July, 2024 and Mrs.
Preeti Sanghavi, Whole-time Director of
the Company, sadly passed away on 22^nd
February, 2025. Owing to her untimely
demise, she ceased to hold the office of
Director from the said date.

b. Declaration by Independent Directors:

All the Independent Directors have given
their declaration to the Company stating their
independence pursuant to Section 149(6)
and Regulation 16(1) (b) of SEBI (Listing
Obligations & Disclosure Requirements),
Regulations, 2015. They have further
declared that they are not debarred or
disqualified from being appointed or
continuing as directors of companies by
the SEBI /Ministry of Corporate Affairs or
any such statutory authority. In the opinion
of Board, all the Independent Directors are
persons of integrity and possess relevant
expertise and experience including the
proficiency.

c. Board Evaluation:

The Board has carried out an annual
performance evaluation of its own
performance, the Directors individually and
of its Committees pursuant to the provisions
of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted
through a structured questionnaire
designed, based on the criteria for evaluation
laid down by the Nomination, Remuneration
and Compensation Committee. A meeting
of Independent Directors was held to review
the performance of the Chairman, Non¬
Independent Director(s) of the Company
and the performance of the Board as a
whole as mandated by Schedule IV of the
Act and relevant provision of SEBI Listing
Regulations. The Independent Directors
also discussed the quality, quantity and
timeliness of flow of information between
the Company management and the
Board, which is necessary for the Board
to effectively and reasonably perform their
duties. The action areas identified out of
evaluation process have been discussed
and are being implemented.

17) Familiarisation Programme for Independent
Directors:

In compliance with the requirements of the SEBI
(Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company has put in place
a Familiarization Program for the Independent
Directors to familiarize them with the Company,
their roles, rights, responsibilities in the Company,
nature of the industry in which the Company
operates, business model etc.

All new independent directors inducted into the
Board attend an orientation program. The details
of the training and familiarization program are
provided in the Corporate governance report.
Further, at the time of the appointment of an
independent director, the Company issues a
formal letter of appointment outlining his / her role,
function, duties and responsibilities.

18) Meetings of the Board:

The Board of Directors met Five (5) times on 30^th
May, 2024, 12^th August, 2024, 13^th November,
2024, 01^st February, 2025 and 13^th February, 2025
during the Financial Year 2024-25. The intervening
gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and
Regulation 17 of the Listing Regulations. The
details of the meetings of the Board of Directors of
the Company held and attended by the Directors

during the financial year 2024-25 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.

19) Directors Responsibility Statement:

Pursuant to Section 134 (3) (C) of the Companies
Act, 2013 your Directors state that:

(a) In the preparation of Annual Accounts for
the year ended on 31^st March, 2025, the
applicable accounting standards have
been followed and there are not material
departures from the same.

(b) The Directors have selected such accounting
policies and applied them 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 at the end of the financial year on
31^st March, 2025 and the profit and loss of
the Company for that period.

(c) The Directors have taken proper and
sufficient care for the maintenance of the
adequate accounting records in accordance
with the provisions of the Companies Act,
2014 for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities,

(d) The Directors have prepared Accounts on
going concern basis.

(e) The Directors have laid down internal
financial controls to be followed by the
Company and that such financial controls
are adequate and are operating effectively.

(f) The Directors have devised proper systems
to ensure compliance with the provisions of
all applicable laws and that such systems
are adequate and operating effectively.

20) Nomination And Remuneration Committee:

The Board had constituted Nomination and
Remuneration Committee pursuant to the
provisions of sub section (1) of Section

178 of Companies Act, 2013. Pursuant to
subsection (3) of Section 178 of Companies
Act, 2013 the Nomination and Remuneration
Committee has formulated the criteria for
determining qualifications, positive attributes and
independence of a Director and recommended to
the Board the policy, relating to the remuneration
of directors, key managerial personnel and other
employees.

21) Particulars of Loans, Guarantees or
Investments:

There were no loans, guarantee made by the
Company under section 186 of the Companies
Act, 2013 during the year under review and hence
the said provisions are not applicable.

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 06 of the Financial Statements
for the year ended 31^st March, 2025.

22) Material Changes and Commitments affecting
the Financial Position of the Company:

With effect from 01st July, 2025 the Company
has become the Holding Company of
VEM Plastic Molding Private Limited (CIN:
U22207PN2024PTC234746) by virtue of holding
90% of its Shares Capital. except this there were
no material changes and commitments affecting
the financial position of the Company between
the financial year of the Company to which the
financial statements relate and the date of the
report.

The Company has entered into a Business
Transfer Agreement (“BTA”) with VEM Tooling
(India) Private Limited and VEM Plastic Molding
Private Limited on 01^st July, 2025 through which
the Business Undertaking of VEM Tooling (India)
Private Limited is acquired by the VEM Plastic
Molding Private Limited on a going concern basis
on a ''Slump Sale'' basis.

23) Auditors:

A. Statutory Auditor:

M/s. H.G. Sarvaiya & Co., Chartered

Accountants, (having FRN 115705W) were

appointed as a Statutory Auditor of the
Company to hold office until the Conclusion
of the Annual General Meeting to be held in
the Financial Year 2029.

The report given by the auditors on the
financial statements of the company is part of
Annual Report. There was no qualifications,
reservations or adverse remarks made by
the Statutory Auditors of the Company their
report is self-explanatory and does not call
for further information by the Board.

B. 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 P M Agarwal & Co.,
Company Secretary in Practice to undertake
the Secretarial Audit of the Company for
the financial year 2024-25. The Secretarial
Audit Report for the financial year ended 31^st
March, 2025 in the prescribed Form MR-3
is attached to this Report as “Annexure
II”. The Secretarial Audit Report does not
contain any qualifications, reservations.

In terms of Regulation 24A read with other
applicable provisions of the SEBI Listing
Regulations and applicable provisions of
the Companies Act, 2013, the Company is
required to appoint Secretarial Auditors for
a period of 5 years commencing FY2025-
26, to conduct the secretarial audit of the
Company in terms of Section 204 and other
applicable provisions of the Companies Act,
2013 read with Regulation 24A and other
applicable provisions of the SEBI Listing
Regulations.

For identification of Secretarial Auditor, the
Management of the Company had initiated
the process and had detailed interactions
with certain eligible audit firms and
assessed them against a defined eligibility
and evaluation criteria.

The Management presented the outcome of
the assessment to the Audit Committee of
the Board.

The Audit Committee considered the findings of
the Management and recommended to the Board,
the appointment of M/s. HD and Associates as the
secretarial auditors of the Company for a period
of five years commencing from the conclusion
of the ensuing 38^th Annual General Meeting
scheduled to be held on 25^th September, 2025,
till the conclusion of 43^rd Annual General Meeting
of the Company to be held in the year 2030, for
conducting secretarial audit of the Company for
the period beginning from FY 2025-26 through the
FY 2029-30.

The Board considered the recommendation
of the Audit Committee with respect to the
appointment of M/s. HD and Associates as the
Secretarial Auditors of the Company. Based on
due consideration, the Board recommends for
your approval, the appointment of M/s. HD and
Associates as the Secretarial Auditors of the
Company for a period of five years commencing
from the conclusion of the ensuing 38^th Annual
General Meeting scheduled to be held on 25^th
September, 2025, till the conclusion of 43^rd Annual
General Meeting of the Company to be held in the
year 2030, for conducting secretarial audit of the
Company for the period beginning from FY 2025¬
26 through FY 2029-30.

The above proposal and related information forms
part of the Notice of the AGM and is placed for
your approval.

24) Reporting of Fraud by Auditors:

There have been no instances of fraud reported
by the Auditors u/s 143 (12) of the Companies
Act, 2013 and rules framed thereunder either to
the Company or to the Central Government.

25) Listing with Stock Exchanges:

Your Company is listed with the BSE Limited and
the Company has paid the listing fees to Bombay
Stock Exchange.

26) Internal Control Systems and their Adequacy:

The Company has adequate system of internal
control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All
the transactions are properly authorized, recorded
and reported to the Management. The Company is
following all the applicable Accounting Standards
for properly maintaining the books of accounts
and reporting financial statements.

The internal auditor of the Company checks and
verifies the internal control and monitors them in
accordance with policy adopted by the Company.
Even through this non-production period the
Company continues to ensure proper and
adequate systems and procedures commensurate
with its size and nature of its business.

27) Maternity Benefits:

Your Company is committed to upholding the
rights and welfare of its women employees. During
the year under review, the Company continued to
comply with the provisions of the Maternity Benefit
Act, 1961, as amended from time to time.

The Company provides maternity benefits
to eligible female employees, including paid
maternity leave, nursing breaks, and other
necessary facilities, in accordance with the law.
The Company also supports a conducive and
inclusive workplace environment to ensure the
health, safety, and dignity of women employees
during and after maternity.

28) Meetings of Committees of the Board:

The Board has constituted necessary Committees
pursuant to the provisions of Companies Act,
2013, rules framed thereunder and SEBI (Listing
Obligations and Disclosure Requirements)

Regulations, 2015 with Stock Exchanges. The

Committees of the Board held by company are
Audit Committee, Stakeholders'' Relationship
Committee, Nomination and Remuneration

Committee. The details about Committee

Meetings are given below:

29) COMPOSITION OF COMMITTEE OF BOARD
OF DIRECTORS:

Audit Committee

30) Particulars of Employees:

The disclosures required under Section 197(12)
of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are attached as
Annexure - III and form an integral part of this
report.

Further, a statement showing the names
and other particulars of employees drawing
remuneration in excess of the limits as set out in
the Rule 5(2) and 5(3) of the aforesaid rules, is
maintained and forms part of this report. However,
in terms of first proviso to Section 136(1) of the
Act, the Annual Report and Accounts are being
sent to the members and others entitled thereto,
excluding the aforesaid information. The aforesaid
information is available for inspection by the
members. Any member interested in obtaining a
copy thereof, may write to the Company Secretary
at [email protected]

31) Whistle Blower:

The Company has a Whistle Blower Policy and
has established the necessary vigil mechanism
for directors and employees in conformation with
Section 177(9) of the Act and Regulation 22 of
SEBI Listing Regulations, to report concerns
about unethical behaviour. This Policy is available
on the Company''s website https://zodiacirdmkiltd.
co.in/

32) Corporate Governance:

The Company has complied with the Corporate
Governance requirements under the Companies
Act, 2013 and as stipulated under the Listing
Regulations, 2015. A separate section on
Corporate Governance under the Listing
Regulations, 2015 along with a certificate from the
auditors confirming the compliance, is annexed in
this Annual Report.

33) Share Capital:

During the year under review the Authorised Share
Capital is INR. 11,00,00,000 (Indian Rupees
Crores Only) divided into 1,10,00,000 (One Crore
Ten Lakhs) Equity Shares of INR. 10/. (Indian
Rupees Ten Only). Further on the Board Meeting
held dated 23^rd July, 2025 the Board Approved

the Increase in Authorised Share Capital of the
Company to INR. 18,00,00,000/- (Indian Rupees
Eighteen Crore Only) divided into 1,80,00,000
(One Crore Eighty Lakhs) Equity Shares of INR.
10/- (Indian Rupees Ten Each) subject to approval
of members at the ensuing General Meeting.

During the year under review, the Issued,
Subscribed and Paid-up capital of the Company
is INR. 5,17,71,820/- (Indian Rupees Five Crore
Seventeen Lakhs Seventy-One Thousand Eight
Hundred and Twenty Only) divided into 51,77,182
(Fifty-One Lakhs Seventy-Seven Thousand
One Hundred and Eighty-Two) Equity Shares
of INR. 10/- (Indian Rupees Ten) each. Further
on 13^th June, 2025 Company allotted 57,98,443
(Fifty-Seven Lakhs Ninety-Eight Thousand Four
Hundred and Forty-Three) Equity Shares of INR.
10/- (Indian Rupees Ten Each) on Right issue
basis to its existing shareholders. As a result of
this the present Issued, Subscribed and Paid-up
capital of the Company is INR. 10,97,56,250/-
(Indian Rupees Ten Crore Ninety-Seven Lakhs
Fifty-Six Thousand Two Hundred and Fifty Only)
divided into 1,09,75,625 (One Crore Nine Lakhs
Seventy-Five Thousand Six Hundred and Twenty-
Five) Equity Shares of INR. 10/- (Indian Rupees
Ten Each).

34) Business Responsibility Report:

Pursuant to Regulation 34 of the Listing
Regulations, 2015, Business Responsibility
Report is not applicable to our Company.

35) Compliance with Secretarial Standards:

The Company has been in compliance with the
applicable Secretarial Standards during the
Financial Year 2024-2025.

36) Disclosure under Sexual Harassment Act:

As required by the Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal)
Act, 2013, the Company has formulated and
implemented a policy on prevention of sexual
harassment at work place with a mechanism of
lodging complaints, Redressal for the benefits
of its employees. Your Company is committed
to create and provide an environment free from
discrimination and harassment including Sexual
Harassment for all its employees.

The following is a summary of sexual harassment
complaints received and conclusively handled
during the year 2024-25:

37) Risk Management Policy:

The Board has been vested with specific
responsibilities in assessing of risk management
policy, process and system. The Board has
evaluated the risks which may arise from the
external factors such as economic conditions,
regulatory framework, competition etc. The
Executive management has embedded risk
management and critical support functions and the
necessary steps are taken to reduce the impact of
risks. The Independent Directors expressed their
satisfaction that the systems of risk management
are defensible.

38) Equity Shares in the Suspense Account:

During the year under review, and in accordance
with the requirement of Regulation 34(3) and Part F
of Schedule V to the Listing Regulations, there were
no shares transferred to suspense account.

39) Insurance:

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

40) Details of Significant and Material Orders
passed by the Regulators or Courts or
Tribunals impacting the going concern status
and company operations in future:

During the year under review, there were no
significant and material orders passed by the
regulators or courts or tribunals impacting the going
concern status and the Company''s operations in
future.

41) Acknowledgement:

Your Company wishes to sincerely thank all the
customers, commercial banks, financial institution,
Creditors etc. for their continuing support and co¬
operation.

For And on Behalf of The Board of Directors
Zodiac-JRD-MKJ Limited

Sd/- Sd/-

Mahesh Ratilal Shah Dharmesh Pravin Kharwar

Managing Director Director

DIN:00217516 DIN: 08412150

Place: Mumbai
Date: 23rd July, 2025

Your Directors are pleased to present the Thirty Seventh (37^th) Annual Report on business and operations of Zodiac-JRD-MKJ Limited (''the Company'') together with the Audited Annual Financial Statements for the financial year ended March 31, 2024. This report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other rules and regulations as applicable to the Company.

1. Financial Results

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

(t in Lakhs)

2. Financial Performance & the State of Company Affairs

During the year under review, the Company has recorded the revenues of t 1,289.34 Lakhs which was a decrease to 19.29% as compared to previous year of t 1,597.55 Lakhs.

The loss before tax increased by 84.57% to t 203.86 Lakhs as compared to previous year profit of t 110.45 lakhs. The loss after tax at t 136.93 Lakhs an increase of 39.13% as compared to previous year profit of t 98.42 Lakhs.

The detailed information on the affairs of the Company has been covered under the Management Discussion & Analysis, forming part of this Annual Report.

No material changes and commitments have occurred after the close of the year under review till the date of this Report, which affect the financial position of the Company.

During the year under review, there have been no changes in the nature of business of the Company.

3. Dividend and Reserves

In view of losses, your Directors have do not recommend any dividend to its members for the financial year 2023-24.

The Company has not transferred any amount to the general reserve during the financial year 2023-24.

4. Deposits

During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Credit Rating

During the year under review, your Company has no outstanding instruments for which the credit rating needs to be obtained.

6. Shifting of Registered Office of the Company

During the year under review, your Company has shifted its Registered Office from 910, Parekh Market, 39-J.S.S Road, Opp. Kennedy Bridge,

Opera House, Mumbai 400004 to 506, 513, 5^th Floor, 17G, Vardhaman Chamber, Cawasji Patel Road, Hornimal Circle, Fort, Mumbai - 400001 with effect from January 12, 2024 which was within the local limits of the city.

7. Internal Financial Control System and its adequacy

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 Auditor, Ms. Nita Jayesh Desai and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Company''s internal control requirement and monitors the implementation of audit recommendations.

8. Subsidiaries, Joint ventures and associate Companies

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

9. Board of Directors and Key Managerial Personnel

During the year under review, pursuant to the provisions of Section 161 of the Act and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors had approved appointment of following directors in terms of open offer.

1) Mr. Jamsheed Minoo Panday (DIN: 00232768) as Additional Non-Executive Non-Independent Director w.e.f. December 29, 2023.

2) Mr. Mahesh Ratilal Shah (DIN: 00217516) as Managing Director w.e.f. December 29, 2023.

3) Mr. Mudit Sharadkumar Jain (DIN: 00647298) as Additional Non-Executive Non-Independent Director w.e.f. December 29, 2023.

4) Ms. Rupal Patel (DIN: 08611604) as Additional Non-Executive (Women)

Independent Director w.e.f. December 29, 2023.

5) Mr. Dharmesh Pravin Kharwar (DIN: 08412150) as Additional Non-Execute Independent Director w.e.f. December 29, 2023.

6) Ms. Sunaina Primlani Gera (DIN: 07763740) as Additional Non-Executive Non-Independent Director w.e.f. December 29, 2023.

7) Mr. Jitendra Kanhaiyalal Purohit (DIN: 08661712) as Additional Non-Executive Non-Independent Director w.e.f. February 20, 2024; and

8) Mrs. Preeti Pranav Sanghavi (DIN: 02076373) as Whole-Time Director w.e.f. February 20, 2024.

Apart from the aforementioned appointments, following directors ceased to be the Directors of the Company. The Board placed on record their appreciation for the valuable contribution and guidance as Directors of the Company.

1) Mr. Jayantilal A. Jhaveri (DIN: 00020250) as Chairman / Non-Executive NonIndependent Director w.e.f. December 29, 2023.

2) Mr. Devang R Jhaveri (DIN: 00020235) as Whole-time Director w.e.f. December 29, 2023.

3) Mr. Rajnikant A Jhaveri (DIN: 00020351) as Non-Executive Non-Independent Director w.e.f. December 29, 2023.

4) Mrs. Neeta J Jhaveri (DIN: 01131017) as Non-Executive Non-Independent Director w.e.f. December 29, 2023.

5) Mr. Jindat K Mehta (DIN: 00020303) as Non-Executive Independent Director w.e.f. December 29, 2023.

6) Mr. Hasmukh B. Thakker (DIN: 03351903) as Non-Executive Independent Director w.e.f. December 29, 2023.

7) Mr. Uday Shah (DIN: 07679833) as NonExecutive Independent Director w.e.f. December 29, 2023.

8) Mr. Mohit Thakur (DIN: 08487825) as Non-Executive Independent Director w.e.f. December 29, 2023.

9) Mrs. Sheela Kadechkar (DIN: 06862410) as Non-Executive Independent Director w.e.f. December 29, 2023.

10) Mr. Jayesh Jhaveri (DIN: 00020277) as Managing Director w.e.f. January 17, 2024.

Further, the Members at the Extra-ordinary General Meeting held on March 26, 2024 has approved the appointment of Mr. Jamsheed Minoo Panday; Mr. Mudit Sharadkumar Jain and Ms. Sunaina Primlani Gera as a Non-Executive Non-Independent Director of the Company and Ms. Rupal Patel; Mr. Dharmesh Pravin Kharwar and Mr. Jitendra Kanhaiyalal Purohit as an NonExecutive Independent Director, not liable to retire by rotation, for a term of 5 (Five) consecutive years with effect from December 29, 2023; December 29, 2023 and February 20, 2024 respectively.

Ms. Sunaina Primlani Gera (DIN: 07763740) has resigned from the post of Director of the Company w.e.f.16^th july,2024 due her personal reason. The Board placed on record her appreciation for the valuable contribution and guidance as Directors of the Company

In accordance with the provisions of Section 152(6) of the Act and in terms of the Articles of Association of the Company, Mr. Mudit Sharadkumar Jain (DIN: 00647298) retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment.

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.

During the year under review, and in compliance of Section 203 of the Act, Mr. Monil Mahesh Shah was appointed as a Chief Financial Officer and

Whole Time Key Managerial Personnel of the Company w.e.f. December 29, 2023. Mr. Mitesh Temgire has resigned as Chief Financial Officer of the Company at the close of business hours on December 29, 2023.

Also, Ms. Pooja Shah was appointed as a Company Secretary & Compliance Officer of the Company w.e.f. October 27, 2023. Mr. Tejas Shah has resigned as Company Secretary & Compliance Officer of the Company w.e.f. July 31, 2023.

As on the date of this Report, Mr. Mahesh Shah, Managing Director, Mr. Monil Shah, Chief Financial Officer and Ms. Pooja 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 Company''s 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 2023-24.

10. Number of Board Meetings

During the year under review, nine (9) meetings of the Board of Directors were held viz. on April 25, 2023; May 19, 2023; August 04, 2023; August 28, 2023; October 27, 2023; November 06, 2023; December 29, 2023; February 13, 2024 and February 20, 2024. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 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.

11. 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.

12. Compliance with Secretarial Standards

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

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 in compliance 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. Familiarization Programme for Independent Directors

The Company has developed and adopted structured induction programs for orientation and training of directors at the time of joining and during their term to ensure familiarization of directors with, the management and operations of the Company including business models, services, products, processes, culture and the industry in which it operates. A note on the familiarization programme adopted by the Company for orientation and training of the Directors is provided in the report on Corporate Governance, which forms part of this Annual Report.

15. Policies on the appointment of Directors and their Remuneration

The Board recognizes the importance of having a diversified board viz constructive discussion, better decision making and long-term value creation for all the stakeholders. In order to ensure diversity, standardize the process of selection of an individual at the Board or senior management level and pursuant to the provisions of Section 178 of the Act read with Regulation 19 of the SEBI Listing Regulations, the Company

has formulated and adopted a Nomination & Remuneration Policy on appointment and remuneration of directors, senior management and Key Managerial Personnel including criteria for determining qualifications, positive attributes, independence of a director and other matters. The Nomination and Remuneration Policy is available on the website of the Company at https://zodiacirdmkiltd.co.in/investor-relations/

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16. Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board to the best of their knowledge and based on the information and explanations received from your Company, confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2024, 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 March 31, 2024 and loss 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.

17. Auditors & Auditors'' Report

Statutory Auditors and Audit Report

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

Further, on January 31, 2024, Bansi Khandelwal & Co., Chartered Accountants had tendered their resignation due to change in the management and staff constraints. However, in compliance with Para 6(A) (iii) of SEBI circular No. CIR/CFD/ CMD1/ 114/2019 dated October 18, 2019, Bansi Khandelwal & Co., had carried out the limited review for the quarter ended December, 2023 as well as audit report for the quarter and year ended March 31, 2024.

Accordingly, the Members of the Company at the Extra Ordinary General Meeting held on March 26, 2024 had appointed, on recommendation of Audit Committee and Board of Directors, H.G. Sarvaiya & Co., Chartered Accountants (Firm Registration No. 115705W) as Statutory Auditors of the Company w.e.f February 13, 2024 for the period of 5 years until the conclusion of the Annual General Meeting of the Company for the financial year 2028-29 to fill up the causal vacancy caused by the resignation of Bansi Khandelwal & Co., Chartered Accountants.

H.G. Sarvaiya & Co., Chartered Accountants, (i) have expressed their willingness to be appointed for a period of five consecutive years, (ii) have submitted their confirmation to the effect that they satisfy the criteria provided in Section 141 of the Act and (iii) that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

There is qualification made by Bansi Khandelwal & Co., Statutory Auditors in their Audit the Statutory Report for the year ended March 31, 2024 and reply of Management is as under:

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 2023-24.

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 P M Agarwal & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 in the prescribed Form MR-3 is attached to this Report as “Annexure I”.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance Report for the financial year ended March 31, 2024, has been submitted to the Stock Exchanges. Further, in this regard, please note that the Company does not have any material unlisted Indian subsidiaries during financial year 2023-24.

Internal Auditors

Ms. Nita Jayesh Desai, Chartered Accountant had conducted an Internal Audit of the Company for the financial year 2023-24. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Reporting of Frauds by Auditors

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

18. Corporate Social Responsibility (CSR)

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

19. 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 Company''s risk management framework is provided in the Management Discussion and Analysis report.

20. Particulars of Employees

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.

21. Related Party Transactions

All the related party transactions entered during the financial year were at arm''s length basis and in the ordinary course of the Company''s business. All such contracts or arrangements were entered into only with prior approval of the Audit Committee. In compliance with the requirement of SEBI Listing Regulations, names of related parties and details of transactions with them have been included in notes to the financial statements provided in this Annual Report. The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board are available on the Company''s website at https:// zodiacirdmkiltd.co.in/investor-relations/

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel

or other designated persons which may have a potential conflict with the interest of the Company at large and thus, a disclosure in the prescribed Form AOC-2 in terms of Section 134 of the Act is not required.

Statutory Disclosures

The details of the related party transactions as per IND AS 24 on Related Party Disclosures are set out in Note 33 to the standalone financial statements of the Company.

The Company in terms of Regulation 33 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 https:// zodiacirdmkiltd.co.in/

22. Annual Return

The Annual Return of the Company as on March 31, 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://zodiacirdmkiltd.co.in/

23. Management Discussions & Analysis

In terms of Regulation 34 and Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis Report is presented in separate sections, forming part of this Annual Report.

24. 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.

25. 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 Company''s website at web link https://zodiacirdmkiltd.co.in/investor-relations/ 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.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (''ICC'') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During the year under review, there were no complaints pertaining to sexual harassment.

27. 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.

in Lakhs)

2) Total energy consumption per unit of production.-

ft in Lakhs)

3) Foreign Exchange Earnings and Outgoings.

(? in Lakhs)

28. Particulars of 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 06 of the Financial Statements for the year ended March 31,2024.

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

29. 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.

30. Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company operations in future

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

31. Insurance

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

32. Other Disclosures

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

• 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.

33. 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.

By Order of the Board of Directors For Zodiac-JRD-MKJ-Limited

Mr. Jamsheed Minoo Panday Chairperson DIN:00232768

Date:12.08.2024 Place: Mumbai

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

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.

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.

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.

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.