The Members,
 
 ZODIAC-JRD-MKJ LIMITED
 
 The Directors have pleasure in presenting the 24th Annual Report on the
 business and operations of your Company and the Audited Financial
 statement for the year ended 31st March, 2011.
 
 (1) FINANCIAL RESULTS:
 
 The highlights of the Financial Results are :
 
                                            Year ended     Year ended
 
                                            31-03-2011     31-03-2010
 
                                          (Rs. In Lakhs) (Rs. In Lakhs)
 
 Total Income                                 1460.84        2554.45
 
 Net Profit before Depreciation                 82.70         206.40
 and Interest
 
 Less: Depreciation                             12.15          10.89
 
 Interest                                        0.01           0.14
 
 Profit before Tax                              70.54         195.37
 
 Add : Deferred Tax                              1.84          (0.54)
 
 Less: Current Tax                              18.00          59.76
 
 Less : Provision for tax                        0.00           0.00
 
 Profit after Tax                               50.70         136.15
 
 Balance Profit brought forward               4224.40        4119.91
 
 Prior Period Adjustments                        7.72           1.37
 
 Amt. Available for
 
 Appropriation                                4267.38        4254.69
 
 Less: Appropriation
 
 Proposed dividend                              25.89          25.89
 
 Tax on Distributed Profit                       4.20           4.40
 
 Fringe Benefit Tax                              0.00           0.00
 
 Balance carried forward
 
 Balance sheet                                4237.29        4224.40
 
                                              4237.29        4224.40
 
 2.  DIVIDEND:
 
 The Directors are pleased to recommend a dividend @5% i.e. Rs. 0.50 per
 share for the year ended 31st March, 2011.
 
 3.  DIRECTORS:
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Company''s Articles of Association, Mr. Jayantilal A Jhaveri and Mr.
 Champaklal D 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 they being eligible offer themselves for
 re- appointment.
 
 6.  CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The Company does not have any activities related to conservation of
 Energy and Technology absorbtion.  During the year foreign exchange
 outgo was Rs.  3.84 Lacs and the foreign exchange earned during the
 year was Rs. 891.12 Lacs. The Net foreign exchange earned by the
 Company during the financial year is Rs. 887.28 Lacs.
 
 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 in excess of
 Rs. 24,00,000 per annum or Rs. 2,00,000 per month.
 
 8.  DEPOSITORY :
 
 The company has entered into an agreement with National Securities
 Depository Limited (NSDL) as well Central Depository Services (India)
 Limited (CDSL) 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,2011 the applicable accounting standards had been followed
 alongwith 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 it give true and fair view of the state of
 affairs of the Company at the end of the financial year ended 31st
 March, 2011 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, 2011 have
 been prepared on a ''Going Concern Basis.''
 
 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.  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  : 18-8-2011
 
 REGISTERED OFFICE :
 
 910, Parekh Market
 
 39, J.S.S. Road, Opera House,
 
 Mumbai - 400 004.