Director's Report To, The Members, ZODIAC-JRD-MKJ LIMITED 1. 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. 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 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. 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: 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 186 of the Companies Act, 2013 by the Company, to other Body Corporates 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. 19. COMPANY'S 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. 20. 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). 21. AUDITORS REPORT The notes to accounts referred to in the Auditor's Report are self-explanatory and, therefore, do not call for any further comments. 22. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITOR There were no qualifications, reservations or adverse remarks made by the Auditor. 23. 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 Shri Virendra G. Bhatt, Practicing Company Secretary, in Form MR - 3, in respect of the secretarial audit of the Company for the financial year ended 31st March 2015, is provided in Annexure - II. 24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS 1. Company has not appointed a Whole-time Company Secretary. Regarding the Company Secretary your Company has written to ICSI (The Institute of Company Secretaries of India) and have also given many times advertisement in the News paper (English and Marathi) for Company Secretary and though company have received 3-4 reply but the company did not get a suitable candidate, and hope that your Company will appoint Company Secretary in very near future. 2. The Amount of dividend was not deposited within 5 days in a Separate bank Account. That the separate dividend account was not opened within 5 days due to clerical error. Your Company will take enough care to open separate dividend account well within time in future. 3. The Company has made exports and in certain cases payment was pending for more than 365 days and required RBI permission was not taken. Certain amount was written off during the year and I rely on Charted Accountant's certificate. We were unable to recover the exports proceeds from our overseas buyers, as these were the samples and consignee had neither returned the goods nor remitted the amount. Any further legal action for recovery was not viable, since the legal cost would be more than the outstanding amount. Through oversight we have not taken permission. In future Company will take care of the same. 25. 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 2013-14 was below 35 crores. 26. PARTICULARS OF EMPLOYEES No employees of the Company was in receipt of remuneration during the financial year 2014-2015 in excess of the sum prescribed under Section 134 of the Companies Act, 2013 read with Companies (Appointment & Remuneration) Rules 2014. 27. SUBSIDIARIES, JOINTVENTURES 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 MR. JAYANTILAL JHAVERI Place: Mumbai Chairman Date: 19th August, 2015 |