The Directors have pleasure in presenting the 32nd Annual Report on the business andoperation of the company together with the Audited Financial Statements for the year ended31st March 2019.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous yearfigures is given hereunder:
(Rupees in Lacs)
| ||Year Ended ||Year Ended |
| ||31.03.2019 ||31.03.2018 |
|Total Income ||1651.38 ||2143.32 |
|Net Pro t before Depreciation ||200.84 ||77.45 |
|and Interest || || |
|Less : Depreciation ||4.94 ||6.60 |
|Interest ||0.00 ||0.00 |
|Pro t before Tax ||195.90 ||70.85 |
|Less : Deferred Tax ||16.87 ||(1.73) |
|Less : Current Tax ||38.79 ||11.40 |
|Less : Prior Period Adjustments ||3.83 ||0.00 |
|Less: Mat Credit Entitlement ||(14.10) ||(11.35) |
|Pro t after Tax (A) ||150.51 ||72.53 |
|Other Comprehensive Income ||0.49 ||0.97 |
|(Net of Tax) (B) || || |
|Total Comprehensive Income for ||151.00 ||73.50 |
|the year (A+B)=C || || |
|Balance Pro t brought forward (D) ||5996.80 ||5994.46 |
|Proposed dividend (E) ||(25.89) ||(25.89) |
|Tax on Distributed Pro t (F) ||(5.32) ||(5.27) |
|Balance carried forward || || |
|Balance sheet (C+D+E+F) ||6116.59 ||5996.80 |
2. STANDALONE FINANCIAL STATEMENT
The Standalone Financial Statements for the financial year 2018-19 of the Company areprepared in accordance with relevant Indian Accounting Standards issued by the Instituteof Chartered Accountants of India and form part of this Annual Report.
3. PERFORMANCE REVIEW:
The Company's turnover for the year FY 2018-19 had been Rs.1484.88 Lacs as per comparedto last year gure of Rs. 1999.76 Lacs. The company has made a net profit after taxation ofRs. 150.51 Lacs against Rs. 72.52 Lacs last year. Company is making efforts to increasethe turnover during the next year.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has transferred the unpaid or unclaimed dividend declared up to financialyears 2011-12 from time to time to the Investor Education and Protection Fund (IEPF)established by the Central Government. The unclaimed dividend in respect of the financialyear ended on 31st March 2012 is due for transfer to the IEPF in month of 30th October2019. The shareholders whose dividend remained unclaimed for the financial year 2011-12and for subsequent financial years are requested to claim it immediately from the Company.The Company has uploaded the details of unpaid and unclaimed dividend amounts lying withthe Company as on 18th September 2018 (date of the previous Annual General Meeting) under"Investor Relations" section on the website of the Company. The said detailshave also been uploaded on the website of the Ministry of Corporate Affairs and the samecan be accessed through the link: www.mca.gov.in and on the website of IEPF viz.www.iepf.gov.in. Attention of the members is drawn to the provisions of Section 124(6) ofthe Act which require a company to transfer in the name of IEPF Authority all shares inrespect of which dividend has not been paid or claimed for 7 (seven) consecutive years ormore.
In accordance with the aforesaid provisions of the Act read with the Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 asamended the Company has already initiated necessary action for transfer of all shares inrespect of which dividend declared for the financial year 2011-12 or earlier financialyears has not been paid or claimed by the members for 7 (seven) consecutive years or more.
The Company has transferred sum of Rs.122070.00 pertaining to the nal dividend amountfor the year ended 31st March 2011 during the financial year 2018-19 to the InvestorEducation and Protection Fund established by the Central Government in accordance withthe aforesaid provisions of the Act read with the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 as amended.
The said amount represents unclaimed dividends which were lying with the Company for aperiod 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 orinterest on public deposits was outstanding during the year under review.
6. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
7. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this Report.
8. BUSINESS OVERVIEW
It is one of the toughest time for Diamond + Jewellery Trade for the current year. YourCompany is no exception and face a challenging time during the year 2018-2019. Because ofslow down economy in Europe U.S.A. Japan & China customer's sentiments wereaffected. Your Company is looking to further strengthen its business to enable it toconstantly 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 aheadin near future. The Company turnover for the current year is Rs.1484.88 Lacs as comparedto last year was Rs. 1999.76 Lacs. The Company made a net profit for the current yearafter taxation of Rs. 150.51 Lacs compared to the last year was Rs. 72.52 Lacs .
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of Companies Act 2013 read withCompanies (Accounts) Rules 2014 as detailed below:
1) Total power and fuel consumption. (Rs.000)
|Particulars ||2018-2019 ||2017-2018 |
|Electricity Purchases ||0.18 ||0.20 |
|Units (Lac KWH) || || |
|Total amount ||2.36 ||2.70 |
|(Rs. In 000) || || |
|Rate'KWH (Rs.) ||13.11 ||13.50 |
2) Total energy consumption per unit of production.:-
|Particulars || ||2018-2019 ||2017-2018 |
|Cut & Polished || ||1534.78 ||1534.54 |
|Diamonds ||CTS || || |
|Gold Jewellery ||(CTS} ||254.889 ||317.466 |
| ||(GMS} ||1069.520 ||933.575 |
3) Foreign Exchange Earnings and Outgoings. (Rs. In Lacs):-
|Particulars ||2018-2019 ||2017-2018 |
|Total Foreign ||0 ||0 |
|Exchange Earned || || |
|Total Foreign ||0 ||0 |
|Exchange Outgo || || |
10. CORPORATE SOCIAL RESPONSIBILITY (CSR):-
As per amendment brought in vide the noti cation dated 19th of September 2018 theSection 37 has been noti ed of Companies (Amendment) Act 2017 the words any financialyear has been replaced with the words immediately preceding financial year. The companyhas paid CSR to Prime Minister National Relief Fund in 2015-16 of Rs. 826734/- 2016-17of 820988/- and 2017-18 of 254215/-.
As per the amendments immediately preceding financial year the company is not liableto pay CSR ahead unless it ful lls as per Section 135 of the Companies Act 2013.
Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of the Companies (Corporate Social Responsibility Policy) Rules 2014 is notrequired to be made.
The CSR Policy is uploaded on the Company's website at the web link:http://www.zodiacjrdmkjltd.com/investorrelations.aspx
11. LOANS GUARANTEES OR INVESTMENTS:-
The details of the Loans Guarantees or Investments made under Section 186 of theCompanies Act 2013 by the Company to other Body Corporates or persons are given in notesto the financial statements.
12. CONTRACTS OR ARRANGEMENTS MADE WITH
All related party transactions done by the Company during the financial year were arm'slength and in ordinary course of business. All related party transactions were placed inthe meetings of Audit Committee and the Board of Directors for their necessary review andapproval. During the financial year the Company has not entered into any materialtransaction (as per Clause 49 of the Listing Agreement) with any of its related partieswhich may have potential conflict with the interest of the Company at large. Disclosurespursuant to Accounting Standards on related party transactions have been made in the notesto the Financial Statements.
13. DEPOSITORY SYSTEM :-
The Company has entered into agreement with the National Securities Depository Limitedas well as the Central Depository Services (India) Limited (CDSL) to enable shareholdersto hold shares in a dematerialized form. The Company also offers simultaneousdematerialization of the physical shares.
14. DIRECTORS AND KEY MANAGERIAL
PERSONNEL INFORMATION :-
In view of acceptance of resignation served by Miss. Pooja Jhaveri from the post ofChief Financial Of cer (CFO) of the Company in order to fulfill the requirement ofCompanies Act 2013 and SEBI (LODR) 2016 the Company appointed Mr Mitesh Prashant Temgireas Chief Financial Of cer (CFO) of the Company on 11th February 2019.
(i) Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 Mrs. Neeta Jhaveriretires by rotation and is eligible for re-appointment.
Mr. Mohit Thakur was appointed 06th August 2019 as Independent Director
Mrs. Sheela Kadechkar was appointed as 06th August 2019 as Independent Director
Mr. Mukesh Desai resigned on 06th August 2019 as Independent Director
Mr. Jayesh Kadakia resigned on 06th August 2019 as Independent Director
None of the Directors is disquali ed from being appointed as or holding office asDirector as stipulated under Section 164 of the Act.
15. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declaration from all the Independent Directors of the Companycon rming that they have met the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
16. NUMBER OF BOARD MEETINGS
The Company had 4 Board Meetings during the financial year under review. The BoardMeetings were held in compliance with the Companies Act 2013. The details of the same areprovided in the Corporate Governance Report.
17. DISCLOSURE UNDER SECTION 164(2) OF THE
COMPANIES ACT 2013
The Company has received the disclosure in Form DIR-8 from its Directors beingappointed or reappointed and has noted that none of the Directors are disquali ed underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
18. BOARD EVALUATION
In compliance with the requirements of Section 134(3) of the Companies Act 2013 theperformance of the Board was carried out during the year under review. The Board wasevaluated for its performance based on the following factors:
1. Attendance of Board Meetings and Committees;
2. Contribution made to the Board discussions and future planning;
3. Level of commitment to the stakeholders' interest;
4. Initiatives towards the growth of the business and pro tability;
5. Providing outlook view points and feedback taking the Company ahead beyondexpectations.
The evaluation involves Self-Evaluation by the Board Member and thereafter in thefollowing manner:
a) Individual Directors The performance of the individual Directors' isevaluated by the Nomination and Remuneration Committee.
b) Board and Committees The Board evaluated its own performance and also of theCommittees taking into consideration the above mentioned factors. A member of the Boarddoes not participate in the discussion of his / her evaluation.
19. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors con rm that: a) in the preparation of the annual accounts for the financial yearended 31st March 2019 the applicable accounting standards had been followed along withproper explanation relating to material departures;
b) that such accounting policies have been selected and applied consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2019 and pro t/ loss of theCompany for the year under review;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
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 internalfinancial controls were adequate and were operating effectively.
f) that proper systems have been devised to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
20. 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 ofManagerial remuneration Directors' qualifications positive attributes independence ofDirectors and other related matters as provided under Section 178 (3) of the CompaniesAct 2013 based on the recommendation of Nomination and Remuneration Committee. Thedetails of this Policy is explained in the Corporate Governance Report.
Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014as may be applicable and pursuant to the recommendations of the Audit Committee M/s.Chokshi & Chokshi LLP Chartered Accountants (Firm Registration No . 101872W/W100045)be appointed as statutory auditors of the Company to hold office from the conclusion ofthis Thirtieth Annual General Meeting (AGM) until the conclusion of the Thirty FifthAnnual
General Meeting (AGM) subject to rati cation by members every year as applicable atsuch remuneration and out of pocket expenses as may be decided by the Board of Directorsof the Company
MCA vide its noti cation dated 7 May 2018 has brought into effect certain provisionsof the Companies (Amendment) Act 2017 thereby amending provisions of the Companies Act2013 including section 139 of the Act the mandatory requirement for rati cation ofappointment of Auditors by the Members at every AGM has been omitted and hence yourCompany has not proposed rati cation of appointment of M/s. Chokshi & Chokshi LLPChartered Accountants at the forthcoming AGM.
The Auditors' Report is unmodi ed i.e. it does not contain any quali cationreservation or adverse remark or disclaimer.
22. AUDITORS REPORT
The notes to accounts referred to in the Auditor's Report are self-explanatory andtherefore do not call for any further comments.
23. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITOR
There were no quali cations reservations or adverse remarks made by the Auditor.
24. SECRETARIAL AUDITOR AND SECRETARIAL
In accordance with the provisions of Section 204 of the Companies Act 2013 read withRule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has got the Secretarial Audit conducted from the Practicing CompanySecretary. A Secretarial Audit Report issued by Ms. I Javeri Practicing CompanySecretary in Form MR 3 in respect of the secretarial audit of the Company for thefinancial year ended 31st March 2019 is provided in
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the financial year 2018-19 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued there under. The Annual Secretarial Compliance Report has beensubmitted to the stock exchanges within 60 days of the end of the financial year.
25. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Secretarial Auditor has made following qualification / observation/adverse remarkin his report.
I further report that during the period under review I observed from the Note No. 29(Note on Related Party Transactions) of the Audited Financial Statements that outstandingbalance of Rs. 237560 is in the name of JRD Diamonds and which is payable by the Companyto JRD Diamonds (a Partnership Firm) since 1994 as informed. Hence I am not in a positionto report whether the provisions of Section 297 of the Companies Act 1956 are complied ornot at the time the transaction took place.
Directors Comment : - Self Explanatory
26. COST AUDITORS
The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendments Rules 2014 as the turnover of the Company for the Financial Year2018-19 was below 35 crores.
27. PARTICULARS OF EMPLOYEES
No employees of the Company was in receipt of remuneration during the financial year2018-2019 in excess of the sum prescribed under Section 134 of the Companies Act 2013read with Companies (Appointment & Remuneration) Rules 2014.
28. SUBSIDIARIES JOINT VENTURES AND
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company's Equity Capital is listed on the Bombay Stock Exchange and National StockExchange of India Ltd. The Company con rms that it has paid annual listing fees due tothese stock exchanges for the year 2019-2020 and has been diligent in observing all thecompliances as stipulated in the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Company's plant & machinery buildings stocks & assets are adequatelyinsured
31. INTERNAL CONTROL SYSTEM & INTERNAL
Your Company continuously invests in strengthening its internal control processes andhas appointed M/s.
Pravin K. Chheda & Co. Chartered Accountants as the Internal Auditors of theCompany. The Company has put in place an adequate system of internal control commensuratewith its size and nature of business. These systems provide a reasonable assurance inrespect of providing financial and operational information complying with applicablestatutes safeguarding of assets of the Company and ensuring compliance with corporatepolicies. Procedures to ensure conformance with the policies standards and delegations ofauthority have been put in place covering all activities. Audit Committee periodicallyreviews the performance of internal audit system.
The Company has a rigorous business planning system to set targets and parameters foroperations which are reviewed with actual performance to ensure timely initiation ofcorrective action if required. The Audit Committee reviews adherence to internal controlsystems and internal audit reports. Further the Board annually reviews the effectivenessof the Company's internal control system.
32. CORPORATE GOVERNANCE
A separate report on Corporate Governance along with the Auditor's Certi cate on itscompliance is attached as Annexure IV to this Report.
33. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Company has constituted an Audit Committee as required under Section 177 of theCompanies Act 2013 and has also established Vigil Mechanism for their employees andDirectors to report their genuine concerns or grievances. The details of the same areexplained in the Corporate Governance Report. The Board has accepted all therecommendations of the Audit Committee.
a) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year under review.
c) Bonus Shares
No Bonus Shares were issued during the year under review.
d) Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to the employees
35. EXTRACT OF ANNUAL RETURN
The extract of annual return in Form MGT-9 as required under Section 92(3) of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 is appended as an Annexure III to this Annual Report and also available on thewebsite of the Company at http://www.zodiacjrdmkjltd.com/newsite/annualreport2018/Form_MGT_7.pdf
36. DISCLOSURES PURSUANT TO THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
Particulars of employees remuneration as required under section 197(12) of theCompanies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016:
During the year under consideration none of the employees of the Company were inreceipt of remuneration in excess of limits prescribed section 197(12) of the CompaniesAct 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016 hence particulars as required under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 are notgiven. There were 9 con rmed employees on the rolls of the Company as on March 31 2019.
Your Directors wish to thank Shareholders Suppliers Customers Banks and Employeesfor their cooperation and support. Your Directors also wish to place on record the supportof the financial Institutions.
39. INFORMATION UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
The Company has constituted an internal complaint committee under Section 4 of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year there was no complaint filed before the said Committee.
Company has not accepted any deposits from public / members under Section 73 of theAct read with Companies (Acceptance of Deposits) Rules 2014 during the year.
41. RISK MANAGEMENT & INTERNAL FINANCIAL
The Company has in place a mechanism to inform Board Members about the Risk Assessmentand Minimisation procedures which are periodically reviewed to ensure that risk iscontrolled by the Executive Management. The Company has also formulated Risk ManagementPolicy to review and control risk.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are given in the Management Discussion and Analysis which forms partof this Report.
41. WHISTLE-BLOWER POLICY/VIGIL MECHANISM
The Company has adopted the Whistle-Blower Policy for Prevention Detection andInvestigation of Frauds and Protection of Whistle-blowers. The same has been posted on theCompany's website http://www.zodiacjrdmkjltd.com/investorrelations1.a spx. TheWhistle-Blower Policy broadly covers a detailed process for reporting handling andinvestigation of fraudulent activities and providing necessary protection to the employeeswho report such fraudulent activities/unethical behavior.
The Directors would also like to place on record their sincere appreciation for thecontinued co-operation guidance support and assistance extended during the year underreport by our bankers customerssuppliers and Government agencies. The Board of Directorswishes to express its appreciation for the valuable contribution made by the employees atall levels during the year under report.
|For and on behalf of the Board of Directors |
| ||ZODIAC-JRD-MKJ LIMITED |
|Date: 06th August 2019 ||MR. JAYANTILAL JHAVERI |
|Place: Mumbai ||Chairman |