| 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 |