The Directors have pleasure in presenting the 34 th Annual Report on the business andoperation of the company to get her with the Audited Financial Statements for the yearended 31st March 2021.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previouslyfigures is given hereunder:
(Rupees in Lacs)
| ||Year Ended 31.03.2021 ||Year Ended 31.03.2020 |
|Total Income ||898.25 ||1313.19 |
|Net Profit before Depreciation and Interest ||26.88 ||74.37 |
|Less : Depreciation ||2.31 ||3.43 |
|Less: Interest ||0.00 ||0.00 |
|Profit before Tax ||24.57 ||70.94 |
|Tax Expense: || || |
|Deferred Tax ||(27.74) ||7.22 |
|Earlier year Tax Adjustment ||(1.00) ||0.00 |
|Current Tax ||4.29 ||10.16 |
|Mat Credit Entitlement ||14.54 ||4.16 |
|Profit after Tax (A) ||34.48 ||49.40 |
|Other Comprehensive Income (Net of Tax) (B) ||1.17 ||0.10 |
|Total Comprehensive Income for the year (A+B)=C ||35.64 ||49.50 |
|Balance Profit brought forward (D) ||6166.09 ||6116.59 |
|Proposed dividend (E) ||0.00 ||0.00 |
|Tax on Distributed Profit (F) ||0.00 ||0.00 |
|Balance carried forward Balance sheet (C+D+E+F) ||6201.73 ||6166.09 |
2. STANDALONE FINANCIAL STATEMENT
The Standalone Financial Statements for the financial year 2020-2021 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 2020-21 had been Rs. 866.95 Lacs as per comparedto last year figure of Rs.1254.22 Lacs.
The company has made net profit after taxation of Rs. 34.48 Lacs against Rs.49.40 Lacslast year. The Company is expecting better performance in coming years.
In view to conserve resources the Board of Directors of your Company does notrecommend any dividend on the equity shares of the Company for the year ended 31st March2021.
5. Transfer of unclaimed dividend to investor education & Protection Fund
The Company has transferred the unpaid or unclaimed dividend declared up to financialyears 2012-13 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 2014 is due for transfer to the IEPF the due date is 26.10.2021.The shareholders whose dividend remained unclaimed for the financial year 2013-14 and forsubsequent financial years are requested to claim it immediately from the Company. TheCompany has uploaded the details of unpaid and unclaimed dividend amounts 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 2013-14 or earlier financialyears has not been paid or claimed by the members for 7 (seven) consecutive years or more.
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. Further theCompany has not accepted any Loan from Directors or their Relatives.
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. Review of Business Operations and Future Prospects:
The Revenue from Operation during the year decreased from Rs. 866.95 Lacs to Rs.1254.22 Lacs indicating a decline by 30.88 % compared to previous year. The Revenue fromOther income for the year is Rs. 31.30 Lacs.
The net Profit for the year is Rs. 34.48 Lacs compared to previous year's Rs. 49.40Lacs.
The coronavirus pandemic has crippled India's economy like many industries the Gems& Jewellery Industry too has been hit hard owing to a long list of cancelled orpostponed events shows exhibitions and weddings for the next few months. Majorjewellery brands had anticipated 2020 to be a doorway to a plethora of businessopportunities. The production supply and export were aligned to meet the desired goalstowards the end of the year.
However coronavirus was a big factor that turned the smooth operations upside down. Asbusinesses lost their profitability the managements of key players duly intervened tofirefight the crisis.
Your Company is looking to further strengthen its business to enable it to constantlyinnovate and adopt to changing consumer trend. In spite of many variations &uncertainty in economy we hope your company will look forward for a good time ahead innear future.
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.
|Particulars ||2020-2021 ||2019-2020 |
|Electricity Purchases Units (Lac KWH) ||0.02 ||0.03 |
|Total amount (Rs. In 000) ||0.32 ||0.42 |
|Rate'KWH (Rs.) ||13.11 ||13.15 |
2) Total energy consumption
|Particulars ||2020-2021 ||2019-2020 |
|Cut & Polished ||430.46 ||1001.89 |
|Diamonds CTS || || |
|Gold Jewellery CTS} ||36.180 ||99.554 |
|GMS} ||294.445 ||330.050 |
3) Foreign Exchange Earnings and Outgoings.
(Rs. In Lacs):-
|Particulars ||2020-2021 ||2019-2020 |
|Total Foreign ||0.06 ||0 |
|Exchange Earned || || |
|Total Foreign ||0 ||0 |
|Exchange Outgo || || |
10. Corporate Social Responsibility (CSR):-
The provisions of Section 135 of the Act regarding Corporate Social Responsibility arenot applicable to the Company.
11. Loans Guarantees Or Investments
The Investment made during the year are in compliance with Section 186 of the CompaniesAct 2013. The details of Investment are given in Note 3 and 6 of the Financial Statementsfor the year ended 31s' March 2021.
The Company has not given any Loans and Guarantees under Section 186 of the CompaniesAct 2013 by the Company.
12. Contracts or Arrangements made with Related Parties
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 with any of its related parties which may have potential conflict with theinterest of the Company at large. Disclosures pursuant to Accounting Standards on relatedparty transactions have been made in the notes to the Financial Statements.
13. Depository System
The Company has entered into agreement with the National Securities Depository Limitedas well as the Central Depository Services (India) Limited (CDSL) to enable shareholder sto hold shares in a dematerialized form. The Company also offers simultaneousdematerialization of the physical shares.
14. Directors and Key Managerial Personnel information
(a) In accordance with the provisions of the Companies Act 2013 Mr. Rajnikant AJhaveri (DIN: 00020351) retires by rotation and is eligible for re-appointment.
(b) The changes in the Directors and KMP during the year under review are as under:
- Ms. Vishakha Mehta resigned as Company Secretary and Key Managerial Personnel of theCompany w.e.f. December 07 2020.
- Mr. Tejas Shah appointed as a Company Secretary and Key Managerial Personnel of theCompany w.e.fApril 012021.
(c) Mr. Uday Shah (DIN: 07679833) was appointed as an Independent Non-ExecutiveDirector of the Company at to hold office as an Independent Non-Executive Director of theCompany for a period up to five (5) consecutive years i.e. from 30th January 2017 till29th January 2022. Mr. Uday Shah fulfills the conditions for re- appointment ofIndependent Director as specified in the Act and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") and isindependent of the management. The Board recommends to re-appoint Mr. Uday Shah as anIndependent Non-Executive Director of the Company for a second term of further period offive consecutive years i.e. from 30th January 2022 upto 29th January 2027.
(d) Mr. Jindat Mehta (DIN: 00020303) was appointed as an Independent Non-ExecutiveDirector of the Company at to hold office as an Independent Non- Executive Director of theCompany for a period up to five (5) consecutive years i.e. from 16th June 2017 till 15thJune 2022. Mr. Jindat Mehta fulfills the conditions for re-appointment of IndependentDirector as specified in the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and is independent ofthe management. The Board recommends to re-appoint Mr. Jindat Mehta as an IndependentNon-Executive Director of the Company for a second term of further period of fiveconsecutive years i.e. from 16th June 2022 to 15th June 2027.
(e) Mr. Hasmukh Thakker (DIN 03351903) was appointed as an Independent Non-ExecutiveDirector of the Company at to hold office as an Independent Non-Executive Director of theCompany for a period up to five (5) consecutive years i.e. from 16th June 2017 till 15thJune 2022. Mr. Hasmukh Thakker fulfills the conditions for re-appointment of IndependentDirector as specified in the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") and is independent ofthe management. The Board recommends to re- appoint Mr. Hasmukh Thakker as an IndependentNon-Executive Director of the Company for a second term of further period of fiveconsecutive years i.e. from 16th June 2022 to 15th June 2027.
(f) None of the Directors is disqualified 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 Companyconfirming that they have met the criteria of independence as prescribed both underSection 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
16. 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 disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
17. Number of Board Meetings
The Company had 5(five) Board Meetings during the financial year under review. TheBoard Meetings were held in compliance with the Companies Act 2013. The details of thesame are provided in the Corporate Governance Report.
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:
? Attendance of Board Meetings and Committees;
? Contribution made to the Board discussions and future planning;
? Level of commitment to the stakeholders' interest;
? Initiatives towards the growth of the business and profitability;
? Providing outlook viewpoints and feedback taking the Company ahead beyondexpectations.
The evaluation involves Self-Evaluation by the Board Member and thereafter in thefollowing manner:
Individual Directors- The performance of the individual Directors' is evaluatedby the Nomination and Remuneration Committee.
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 confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2021 the applicable accounting standards had been followed along with proper explanationrelating 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 2021 and profit of the Companyfor 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 andDischarge 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.
21. Statutory Auditors
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)have been appointed as Statutory Auditors of the Company to hold office from theconclusion of Thirtieth Annual General Meeting (AGM) until the conclusion of the ThirtyFifth Annual General Meeting (AGM).
MCA vide its notification 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 ratification ofappointment of Auditors by the Members at every aGm has been omitted and hence yourCompany has not proposed ratification of appointment of M/s. Chokshi & Chokshi LLPChartered Accountants at the forthcoming AGM.
There are no Fraud reported by Auditors u/s 143(12) of the Companies Act 2013 for theyear ended 31st March 2021
There is qualification made by Auditors in their Audit the Statutory Report for theyear ended 31st March 2021 and reply of Management is as under:
|Independent Auditor's Qualification ||Management's Reply |
|In absence of vendor confirmation of Rs. 4932661/- which are outstanding for more than 3 years. Due to non-availability of balance confirmation we are unable to quantify the impact if any arising from the same. ||The Trade payables of the Company includes a vendor having outstanding for more than 3 year amount of Rs. 4932661/- as at March 312021. The vendor is under Corporate insolvency Resolution Process from January 2018. The management of the company is making all efforts to quantify the amount payable to the vendor. The matter is pending before various statutory investigating authorities. However the company has not received any claim. Hence in the opinion of management no impact has been given in the financial statements in abse nce of the confirmation of the vendor. |
22. Secretarial Auditor & Secretarial Audit Report
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 Company Secretary inForm MR - 3 in respect of the secretarial audit of the Company for the financial yearended 31st March 2021 is provided in Annexure - I.
23. Annual Secretarial Compliance Report
The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report has beensubmitted to the stock exchanges within 60 days of the end of the financial year.
24. Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers made by the Practicing Company Secretary in their Reports
The Secretarial Auditor has not made any qualification / observation / adverse remarkin her report.
25. Cost Auditors
The Company is not required to maintain cost records as per the Companies (Cost Recordsand Audit) Amendments Rules 2014 for the Financial Year 2020- 21.
26. Subsidiaries Joint ventures and associate Companies
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 confirms that it has paid annual listing fees due tothese stock exchanges for the year 2021-22 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.
29. Internal Control System & Internal Auditor
Your Company continuously invests in strengthening its internal control processes andhas appointed M/s. Pravin K. Chheda & Co. Chartered Accountants as the InternalAuditors of the Company. The Company has put in place an adequate system of internalcontrol commensurate with its size and nature of business. These systems provide areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with corporate policies. Procedures to ensure conformance with the policiesstandards 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 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.
30. Corporate Governance
A separate report on Corporate Governance along with the Auditor's Certificate on itscompliance is attached as Annexure - II to this Report.
31. Management Discussions & Analysis
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations a brief noteon Management Discussions and Analysis of the results for the year under review is givenin Annexure III which forms part of the Directors' 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 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 securitiesduring the year
(b) Sweat Equity:- The Company has not issued any Sweat Equity Shares during theyear 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 ESOP Scheme tothe employees.
34. Annual Return
The Annual Return of the Company as on March 31 2021 is available on the Company'swebsite and can be accessed at http://zodiacirdmkiltd.com/wp-content/uploads/2021/08/Annual-Return- Form MGT-7-2021.pdf
35. Disclosures pursuant to the particulars of Employees and Related Disclosures
The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure IV to this Report.
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.
36. 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 .
37. Risk Management & Internal Financial Controls:
The Company has in place a mechanism to inform Board Members about the Risk Assessmentand Minimization procedures which are periodically reviewed to ensure that risk iscontrolled by the
Executive Management. The Company has also formulated Risk Management Policy to reviewand 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.
38. 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.zodiacirdmkiltd.com/investorrelations1.as px. 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.
Your Directors wish to thank Shareholders Suppliers Customers Banks and Employeesfor their co- operation and support. Your Directors also wish to place on record thesupport of the financial Institutions.
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 customers suppliers and Government agencies. The Board ofDirectors wishes to express its appreciation for the valuable contribution made by theemployees at all levels during the year under report.
|For and on behalf of the Board of Directors ZODIAC-JRD-MKJ LIMITED || |
|Date : 10.08.2021 ||M r. Jayant i la l Jhaveri |
|Place: Mumbai ||C h a i rman |