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Directors Report of Goenka Diamond & Jewels Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty Fifth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31,2015.

Financial Highlights

(Rs. In lacs)

31.03.20151 31.03.2014

Sales and Other Income 11467.13 38331.97

Less: Expenses 11244.22 38172.03

Profit before tax and depreciation 222.91 159.93

Less: Depreciation 114.63 100.75

Net Profit/(Loss) before Tax 108.28 59.18

Less: Income tax provision 35.00 23.00

Less: Deferred Tax (18.54) (35.63)

Less: Earlier Years' Income Tax 0.00 33.68

Less: MAT Credit Entitlement (5.00) (23.00)

Profit/(Loss) after tax 96.82 61.13

Balance brought forward from previous year 15897.40 15836.27

Profit available for appropriation 15994.22 15897.40

Appropriation

Issue of Bonus shares ---- ---

Transfer to General Reserve ---- ---

Proposed Dividend on Equity shares ---- ---

Tax on Proposed Dividend ---- ---

Profit carried over to Balance Sheet 15994.22 15897.40

Earnings per share 0.03 0.02

State of Company's Affairs

Your Directors wish to inform you that during the current financial year ended March 31,2015, the sales and other income of the Company were Rs. 11,467.13 lacs and during the previous year it was Rs. 38,331.97 lacs. The Net Profit before tax stood at Rs. 108.28 lacs as against Rs. 59.18 lacs in the previous year. The Net Profit after tax stood at Rs. 96.82 lacs as against Rs. 61.13 lacs in the previous year. The decline in the performance was partially due to promoters' dispute and partially due to volatile economical environment. However, the management expects that the performance will improve form the current financial year onwards.

Dividend

Due to reduced profits and in order to conserve the financial resources for future growth plans of the Company, the Directors do not recommend any dividend.

IPO Fund Utilization

The details of IPO proceeds which have been utilized by the Company are as given under. The Company has utilized major portion of IPO proceeds for expansion as and when the correct opportunity and favorable market conditions were available. However, insignificant portion of the proceeds allocated for the expansion is left unutilized and the management of your Company has infused those funds in to financial instruments for the investment purpose. The management has taken this step considering the fact that as and when the Company will require funds for expansion the requisite funds will be transferred from investment to expansion and till the time the shareholders money will fetch good returns which will be further helpful in future expansion and new projects of the Company.

Amount received from IPO 12650.85

Sr. Particulars of proposed reallocated expenditure Amount No- amount in Lacs (as on 31.3.2015)

1. For expansion and establishment of new retails stores either by way of lease or outright purchase 1143.84 and increase in production capacity of Diamond and Jewellery manufacturing facilities & other general capex required for expansion.

2. Funding to subsidiaries and such entities by way of equity, capital, loans and advances or 1845.02 in any other manner

3. Working Capital Requirement for business 8459.96

4. General Corporate Purposes 218.37

5. Issue Expenses 828.68

Total 12495.87

Unutilized Amount Represented by

Bank Balance/Time Deposit 154.98

Directors and Key Managerial Personnel

Your Board comprises of 6 Directors including 3 Independent Directors. Definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors under section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the Non-Executive Directors - Mr. Anant Upadhyay, Ms. Neetam Singh and Mr. Kevin Shah are considered as Independent Directors, who are not liable to retire by rotation.

APPOINTMENT

Mr. Anant Upadhyay was appointed as an Additional Director of the Company on August 21, 2014 and appointed as an Independent Director in the Annual General Meeting held on December 30, 2014.

Ms. Neetam Singh was appointed as an Additional Director of the Company on September 19, 2014 and appointed as an Independent Director in the Annual General Meeting held on December 30, 2014.

Mr. Kevin Shah was appointed as an Additional Director of the Company on November 25, 2014 and appointed as an Independent Director in the Annual General Meeting held on December 30, 2014.

The above referred appointments as Independent Directors made in the Annual General Meeting held on December 30, 2014 was for a specific tenure in accordance with Section 149 of the Companies Act, 2013 ("the Act") and Clause 49 of the Listing Agreement.

Mr. Kundan Tanawade was appointed as Company Secretary and Compliance Officer of the Company w.e.f. October 27, 2014.

CESSATION

Mr. Naresh Manchanda, Independent Director was appointed on September 19, 2014 and had resigned from the Company w.e.f. November 15, 2014. The Board placed on record its deep appreciation for the valuable guidance and advice given by Mr. Naresh Manchanda, during his tenure as an Independent Director of the Company.

Ms. Rajni Ahuja, the Company Secretary and Compliance Officer of the Company had resigned w.e.f August 15, 2014.

Mr. Navneet Goenka is Chief Financial Officer of the Company. As per provisions of the Companies Act, 2013 requisite forms have been filed with RoC.

In compliance with the requirements of Section 203 of the Companies Act, 2013, Mr. Nandlal Goenka, Chairman, Mr. Navneet Goenka, Managing Director & CFO, Mr. Nitin Goenka, Managing Director and Mr. Kundan Tanawade, Company Secretary & Compliance Officer of the Company were nominated as Key Managerial personnel.

Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them 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 March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Subsidiary Company and Consolidated Financials

In compliance with Section 129 of the Act, a statement containing requisite details including performance and financial position of each of the subsidiary company is annexed to this report.

In accordance with Accounting Standard AS 21 - Consolidated Financial Statements read with Accounting Standard AS 23 -Accounting for Investments in Associates, and Accounting Standard 27 - Financial Reporting of Interests in Joint Ventures, the audited Consolidated Financial Statements are provided in the Annual Report.

Board Evaluation

Pursuant to the provisions of companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Grievance committee.

The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

Remuneration Policy

The Nomination & Remuneration Committee framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

The salient features of the Remuneration Policy are stated in the Corporate Governance Report.

Deposits and Unclaimed Dividend

During the year under review, your company has not accepted any public deposit under Chapter V of the Companies Act, 2013. There were no funds required to be transferred to Investor Education and Protection fund, in respect of unclaimed dividend.

Number of Meetings of the Board

The Board met eight times in financial year 2014-2015, on May 19, 2014, August 21, 2014, September 19, 2014, October 31, 2014, November 14, 2014, November 25, 2014, November 29, 2014 and February 13, 2015. The maximum interval between any two meetings did not exceed 120 days.

Details of Committees of the Board

The Company has following Committee of the Board:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Grievance Committee

1. Audit Committee

The Audit Committee comprises independent directors namely Mr. Kevin Shah, Mr. Anant Upadhyay and Ms. Neetam Singh.

Mr. Kevin Shah - Chairman.

Mr. Anant Upadhyay - Member.

Ms. Neetam Singh - Member.

All the recommendations made by the committee were accepted by the Board.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises independent directors namely Ms. Neetam Singh, Mr. Kevin Shah and Mr. Anant Upadhyay.

Ms. Neetam Singh - Chairperson

Mr. Kevin Shah - Member.

Mr. Anant Upadhyay - Member.

All the recommendations made by the committee were accepted by the Board.

3. Stakeholders Grievance Committee

The Stakeholders Grievance Committee comprises independent directors namely Mr. Anant Upadhyay, Mr. Kevin Shah and Ms. Neetam Singh.

Mr. Anant Upadhyay - Chairman.

Mr. Kevin Shah - Member.

Ms. Neetam Singh - Member.

All the recommendations made by the committee were accepted by the Board.

The details of the meetings held and attendance of the members of the above committees of the Board are provided in the Corporate Governance report.

Statutory Auditors

M/s. B. Khosla & Co., Chartered Accountants and M/s. RSVA & Co., Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

Auditors' Report

In respect of the observations made by Auditors in their report, your Directors wish to state that the replies in that respect have been given in the Directors Report in a separate section.

Secretarial Auditor

The Board has appointed Mr. Vishal N. Manseta, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed to this Report.

Secretarial Audit Report

In respect of the observations made by Secretarial Auditor in his report, your Directors wish to state that the replies in that respect have been given in the Directors Report in a separate section.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material.

Members are requested to refer Note 32 to the financial statement which sets out related party disclosures.

Extract of Annual Return

The extract of Annual Return in Form MGT-9 as required under Section 92(3) of the Act read with Companies (Management & Administration) Rules, 2014 is annexed to this report as on March 31,2015.

Sexual Harassment

Your Directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment at workplace.

Material Changes and Commitments, affecting the financial position of the Company

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company's operations in future

There are no significant material orders passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

Corporate Social Responsibility

The provisions related to Corporate Social Responsibility as mentioned in the Act are not applicable to the company.

Risk Management Policy

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organisational structures, processes, standards, code of conduct and behaviors govern how the company conducts the business and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities.

Internal Financial Controls

The Company has in place adequate internal financial controls and internal audit procedures with regard to financial statements, to commensurate with the size of the business. During the year, no reportable material weakness or cases of fraud were observed.

Share Capital

The paid up equity share capital of the Company as on March 31,2015 was Rs. 31,70,00,000/- During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes intimation to the senior executives of the Company in case any threat or misconduct or unethical behavior or violation of company's code of conduct or ethics policy is observed. Protected disclosures can be made by a whistle blower through an e-mail or dedicated telephone line or a letter to the senior executives or to the Chairman of the Audit Committee.

Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by your Company, together with a certificate from Mr. Vishal N. Manseta, Practising Company Secretary on compliance with Clause 49 of the Listing Agreement with Stock Exchanges is given in this annual report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached and form part of this report.

Green Initiatives

Electronic copies of the Annual Report 2014-15 and Notice of the 25thAnnual General Meeting are sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses are requested to register their email ids with their DPs in order to co-operate with the company in implementation of green initiative; and help to protect the environment.

STATUTORY AUDITORS REMARKS AND MANAGEMENTS REPLIES THEREUPON

1) Regarding Auditors Observation on recoverability of long outstanding Trade Receivables,

There have been defaults in payment obligations by the trade receivables on due date and recoveries from them are not significant, due to economic slowdown especially in diamond sector and also on account of dispute amongst promoters. However, a settlement agreement was executed between the promoters with help of court mediation on 18th March 2014, post which the management has started taking all the initiatives to revive Company's operations. Nonetheless, the Trade receivables amounting to Rs.3,61,66,47,379/- have confirmed the balances by way of confirmations directly sent to auditors and/or Company. Looking at the past record regarding recovery from Trade receivables, the management is of the opinion that trade receivables outstanding for more than 6 months from the date they are due for payments are good and recoverable and therefore no provision is required to be made against these Trade Receivables

2) Regarding auditors observation on Inventory valuation wherein the determination of estimated net realizable value and specification identification which involves technical judgment of the management has been relied upon by auditors:

The management is of the opinion that the inventories are properly valued.

3) Regarding auditors' observation wherein they have referred to Note No. 37(a) of notes on Financial statements wherein the management has confirmed that no financial adjustment is required to be made in the financial statements for the terms & conditions of the settlement agreement executed and on account of various disputes, allegations and legal actions.

The above note is self explanatory and the management is of the view that no financial adjustment is required to be made in the financial statements since the promoters have already arrived at the settlement with the help of court mediation vide settlement agreement executed on March 18, 2014; the terms & conditions of which have been partially executed.

4) Regarding auditors' observation wherein they have referred to Note No. 37(b) of notes on Financial statements; and have mentioned that factors such as non-realization of debtors, decrease in sales, non-payment of statutory dues and taxes, overdue creditors, defaults in repayment of loans and interest etc, indicate the liquidity crunch faced by the company.

The company expects faster debtors realization in near future. Moreover, with the formation of Joint Lenders Forum (JLF) by consortium of bankers in accordance with RBI guidelines, additional credit facilities are sanctioned / to be sanctioned by the consortium bankers, in order to enable the company to meet its working capital requirements and revive its operations.

5) Regarding auditors' observation wherein they have referred to Note No. 37(C) of notes on Financial statements, wherein the management has confirmed that it has provided interest wherever banks have not applied or have reversed the interest on loan. Any difference on account of interest and penal interest shall be accounted for as and when the interest is charged or settled by the banks. In case of one bank, interest to the tune of Rs. 1,49,61,987 has been charged in excess against which company has made representation to the bank. The management is very much confident that the same will be decided in the favour of the Company and therefore no provision for the same has been made in the financial statements for the year ended March 31,2015.

The above note is self explanatory; and the management is of the view that it has in its best judgment accounted for all probable interest liability; and difference, if any, will be accounted for as and when the interest is charged or settled by the bank.

6) Observations by the auditors made in point no. vii (a) & (b) of the Annexure to Auditors Report:

The management states that the company is committed to pay all its outstanding undisputed statutory dues. Regarding the disputed outstanding taxes, the Company is confident that it will be able to get favorable orders.

7) Regarding observation made by the Auditors at Point No. (ix) of the Annexure to Auditors Report:

Certain factors such as promoters dispute, slow debtors realization, inadequate inventory levels, global economic slow down, highly volatile foreign exchange rates and significant weakening of rupee against the dollar had material impact on the liquidity position of the Company, due to which there was default in payment of a few bank debts obligations. Some of the overdue outstanding debts had already been repaid during FY 2014-15 and in case of continuing defaults; some of the debts have been repaid during the FY 2015-16. The company is committed towards honoring all its debt obligations.

SECRETARIAL AUDITORS REMARKS AND MANAGEMENTS REPLIES THEREUPON

1) Auditors Observation made on delay in payment of statutory dues

Though there is a delay in payment of statutory dues, the management states that the company is committed to pay all its outstanding statutory dues.

2) Regarding auditors observation that the composition of the Board of the company was not in compliance with the provisions of listing agreement and the Companies Act, 2013 till September 19, 2014.

The Board states that the non-compliance was for a particular period of time owing to certain external factors. Since September 19, 2014, the Board and its Committees are duly constituted.

3) Regarding auditors' observation made on non-compliance of clause 41 of the Listing Agreement.

Due to resignation of the statutory auditors at the beginning of the financial year; and also in absence of the audit committee, the company could not submit to stock exchanges financial results for the quarters ended March 31, 2014 and June 30, 2014 in time. The non-compliances were regularized subsequently on appointment of statutory auditors and constitution of audit committee in the month of September 2014. As on date the company is complaint with the respective provisions of the Listing Agreement.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Conservation of Energy:

The Company has taken adequate measures to conserve energy. The company is into diamond and jewellery business where the operations are not energy intensive. We regularly evaluate and use new energy efficient technologies and make necessary investment in these equipments to make our infrastructure more energy efficient, whenever required.

Technology Absorption, Adoption and Innovation

Since the company's products are designed and not mechanically developed, technology absorption or innovations are not of material significance.

Research and Development

The nature of the business of the company is categorically end user business of large size diamonds and high end jewellery wherein research and development expense are more in the nature of designing rather than development of new technology.

Foreign Exchange Earnings and Outgo

The information regarding foreign exchange earnings and outgo is contained in note no. 29 & 30 of notes on Financial Statements.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Re-appointment of an independent director for a second term of five years.

2. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from any of its subsidiaries.

3. There were no companies which have become or ceased to be Subsidiaries, Joint Ventures or associate companies during the year

4. There was no change in nature of business.

5. There were no loans, guarantees or investments by the Company under Section 186 of the Act.

Acknowledgement

Your Directors place on record their gratitude to Central Government, State Governments, Financial Institutions and Company's Bankers for assistance, co-operation and encouragement they extended to the Company. The Directors are also grateful to the valued customers, esteemed shareholders, dedicated employees and public at large for their patronage and confidence reposed in the company.

On behalf of the Board of Directors For Goenka Diamond and Jewels Limited

NANDLAL GOENKA NAVNEET GOENKA CHAIRMAN VICE CHAIRMAN & MANAGING DIRECTOR

Place: Mumbai Date: August 14, 2015




Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting before the members the Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2014.

Financial Highlights

(Rs. In lacs)

31.03.20141 31.03.2013

Sales and Other Income 38331.97 74397.00

Less: Expenses 38172.03 72072.96

Profit before tax and depreciation 159.93 2324.04

Less: Depreciation 100.75 120.44

Net Profit/(Loss) before Tax 59.18 2203.60

Less: Income tax provision 23.00 380.00

Less: Deferred Tax (35.63) (10.01)

Less: Earlier Years'' Income Tax 33.68 2.83

Less: MAT Credit Entitlement (23.00) (290.00)

Profit/(Loss) after tax 61.13 2120.78

Balance brought forward from previous year 15836.27 14086.37

Profit available for appropriation 15897.40 16207.15

Appropriation

Issue of Bonus shares - -

General Reserve - -

Proposed Dividend on Equity shares - 317.00

Tax on Proposed Dividend - 53.87

Profit carried over to Balance Sheet 15897.40 15836.27

Earnings per share 0.02 0.67

* EPS is based on face value per share of Rs. 1/- each.

Turnover & Profits

Your Directors wish to inform you that during the current financial year ended March 31, 2014, the sales and other income of the Company were Rs. 38,331.97 lacs and during the previous year it was Rs. 74,397.00 lacs. The Net Profit before tax stood at Rs. 59.18 lacs as against Rs. 2203.60 lacs in the previous year. The Net Profit after tax stood at Rs. 61.13 lacs as against Rs. 2120.78 lacs in the previous year. The decline in the performance of the company was mainly due to promoters dispute, due to which promoters could not devote sufficient time toward business. However, this was a temporary phase, since a settlement between the promoters took place with the help of court mediation in March, 2014. Now the management is confident that from current year onwards the performance will improve.

Dividend

Due to reduced profits and in order to conserve the financial resources for future growth plans of the Company, the Directors do not recommend any dividend for the current financial year.

IPO fund utilization

The details of IPO proceeds which have been utilized by the Company are as given under. The Company has utilized major portion of IPO proceeds for expansion as and when the correct opportunity and favorable market conditions were available. However, insignificant portion of the proceeds allocated for the expansion is left unutilized and the management of your Company has infused those funds in to financial instruments for the investment purpose. The management has taken this step considering the fact that as and when the Company will require funds for expansion the requisite funds will be transferred from investment to expansion and till the time the shareholders money will fetch good returns which will be further helpful in future expansion and new projects of the Company.

Amount received from IPO 12650.85

Sr. Particulars of proposed reallocated expenditure amount Amount No. in Lacs

1. For expansion and establishment of new retails stores either by way of lease or outright purchase and 1143.84 increase in production capacity of Diamond and Jewellery manufacturing facilities & other general capex required for expansion.

2. Funding to subsidiaries and such entities by way of equity, capital, loans and advances or in any other 1810.94 manner

3. Working Capital Requirement for business 8459.96

4. General Corporate Purposes 218.37

5. Issue Expenses 828.68

Total 12461.79

Unutilized Amount Represented by

Bank Balance/Time Deposit 189.06

Subsidiary Company and Consolidated Financials

The Board is exempted from attaching the balance sheet of subsidiary companies i.e. M. B. Diamonds, a Limited Liability Company, Russia, and Goenka Diamond & Jewels DMCC, Dubai, vide General Circular No.51/12/2007-CL-MI dated February 8, 2011. Any Shareholder interested in obtaining copy of the financial statements of subsidiary companies may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

Fixed Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

Related Party Transactions

A statement of related party transactions pursuant to Accounting Standards 18 forms a part of the Annual Report.

Directors

During the year, the Independent Directors of the Company namely Mr. Vijay Kalantri, Mr. D.R. Mehta and Dr. C.D. Arha resigned from the Company w.e.f. 26th November, 2013. Mr. Naresh Manchanda was appointed as an Independent Director of the company w.e.f. September 19, 2014 and has resigned w.e.f. November 15, 2014 The Board places on record its sincere appreciation of the invaluable and mature guidance and advice contributed by Mr. Vijay Kalantri, Mr. D.R. Mehta, Dr. C.D. Arha and Mr. Naresh Manchanda during their tenure.

Mr. Anant Upadhyay, Ms. Neetam Singh and Mr. Kevin Shah are appointed as Independent Directors in the Company.

Brief resume of the directors to be appointed is given in the annexure to the notice convening the 24th Annual General Meeting of the Company.

As per the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anant Upadhyay was appointed as an Additional Director designated as an Independent Director w.e.f. August 21,2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Anant Upadhyay for appointment as an Independent Director.

Ms. Neetam Singh was appointed as an Additional Director designated as an Independent Director w.e.f. September 19, 2014 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Ms. Neetam Singh for appointment as an Independent Director.

Mr. Kevin Shah was appointed as an Additional Director designated as an Independent Director w.e.f. November 25, 2014 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Kevin Shah for appointment as an Independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, your Directors hereby confirm that:

a) In the preparation of the annual accounts for the financial year ended March 31,2014, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profit of the Company for that period;

c) The Directors had taken proper and sufficient care 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;

The Directors had prepared the accounts for the financial year ended March 31,2014 on a ''going concern'' basis.

Auditors

M/s. Haribhakti & Co., Chartered Accountants and M/s. B. Khosla & Co., Chartered Accountants, Joint Statutory Auditors of the Company resigned as Auditors of the Company w.e.f. July 08, 2014 and July 14, 2014 respectively.

M/s. B. Khosla & Co., Chartered Accountants, have been re-appointed as Joint Statutory Auditors of the Company w.e.f. September 19, 2014 The Company has received a letter from M/s. B. Khosla & Co., Chartered Accountants to the effect that they are not disqualified to be re-appointed as Statutory Auditors of the Company pursuant to Section 139 and 141 of the Companies Act, 2013.

M/s. RSVA & Co., Chartered Accountants, have been appointed as Joint Statutory Auditors of the Company w.e.f September 19, 2014. The Company has received a letter from M/s. RSVA & Co., Chartered Accountants to the effect that they are not disqualified to be appointed as Statutory Auditors of the Company pursuant to Section 139 and 141 of the Companies Act, 2013.

COST AUDITOR

The Company has appointed M/s. Jitendrakumar & Associates as the cost auditor for conducting the audit of cost records of the Company for the financial year 2013-14

AUDITORS'' REPORT

In respect of the observations made by Auditors in their report, your Directors wish to state that the replies in that respect have been given in the Directors Report in a separate Section.

PARTICULARS OF EMPLOYEES

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

AUDITORS REMARKS AND MANAGEMENTS REPLIES THEREUPON

1) Regarding auditors observation on Inventory valuation wherein the determination of estimated net realizable value and specification identification which involves technical judgment of the management has been relied upon by auditors:

The management is of the opinion that the inventories are properly valued.

2) Regarding auditors observation wherein they have referred to Note No. 36 of notes on Financial statements wherein the management has confirmed that no financial adjustment is required to be made in the financial statements on account of various allegations, counter allegation and legal cases amongst promoters and also on account of dispute amongst promoters and settlement agreement executed thereafter.

The above note is self explanatory and the management is of the view that no financial adjustment is required to be made in the financial statements since the promoters have already arrived at the settlement with the help of court mediation vide settlement agreement executed on March 18, 2014.

3) Regarding Auditors Observation on recoverability of long outstanding Trade Receivables,

The management is of the opinion that, the recovery has been slow, due to global economic slowdown especially in diamond sector and also on account of dispute between promoters, which had temporarily affected the working capital cycle adversely. However, a settlement agreement has been executed between the promoters with help of court mediation on 18th March 2014, post which the management hopes that the company would be able to revive its operations. Nonetheless, the company has directly obtained confirmation from all its overseas Trade receivables and the management is of the opinion that looking at the past record, the Trade Receivables are good and recoverable and therefore no provision is required to be made against these Trade Receivables.

4) Regarding observations by the auditors made in point no. ix (a) & (b) of the Annexure to Auditors Report:

The management states that the company is committed to pay all its outstanding undisputed statutory dues. Regarding the disputed outstanding taxes, the Company is confident that it will be able to get favorable orders.

5) Regarding observation made by the Auditors at Point No. (xi) of the Annexure to Auditors Report:

Certain factors such as promoters dispute, slow debtors realization, global economic slow down, adverse forex movement and significant weakening of rupee against the dollar had significant impact on the liquidity position of the Company, due to which there was delay in payment of a few bank debts obligations. Some of the overdue outstanding debts have already been repaid during the Financial Year 2014-15. The company is committed towards honoring all its debt obligations.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

The Disclosure of particulars with respect to conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. However, the Company makes its best effort and corrective steps to utilize the energy in the most optimal manner.

B. Technology Absorption, Adaptations & Innovation:

The Company has not carried out any specific research and development activities.

The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

Acknowledgement

Your Directors place on record their gratitude to Central Government, State Governments, Financial Institutions and Company''s Bankers for assistance, co-operation and encouragement they extended to the Company. The Directors are also grateful to the valued customers, esteemed shareholders, dedicated employees and public at large for their patronage and confidence reposed in the company.

On behalf of the Board of Directors For Goenka Diamond and Jewels Limited

NANDLAL GOENKA NAVNEET GOENKA Place: Mumbai Chairman Vice Chairman & Managing Date: November 29, 2014 Director


Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting before the members the Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2013.

Financial Highlights

(Rs.In lacs) 31.03.2013 31.03.2012

Sales and Other Income 74397.00 54120.46

Less: Expenses 72072.96 51638.23

Profit before tax and depreciation 2324.04 2482.23

Less: Depreciation 120.44 129.30

Net Profit/(Loss) before Tax 2203.60 2352.93

Less: Income tax provision 380.00 305.45

Less: Deferred Tax (10.01) (10.70)

Less: Earlier Years'' Income Tax 2.83 4.46

Less: MAT Credit Entitlement (290.00) (25.00)

Profit/(Loss) after tax 2120.78 2078.72

Balance brought forward from previous year 14086.37 12376.08

Profit available for appropriation 16207.15 14454.79

Appropriation

Issue of Bonus shares

General Reserve

Proposed Dividend on Equity shares 317.00 317.00

Tax on Proposed Dividend 53.87 51.43

Profit carried over to Balance Sheet 15836.27 14086.37

Earnings per share 0.67 0.66 (*)

* EPS is based on face value per share of Re. 1/- each.

Turnover & Profits

The Directors wish to inform you that during the current financial year ended March 31, 2013, the sales and other income of the Company was Rs. 74397.10 lacs and during the previous year it was Rs. 54120.46 lacs. The Net Profit before tax stood at Rs. 2203.59 lacs as against Rs. 2352.93 lacs in the previous year. The Net Profit after tax stood at Rs. 2120.78 lacs as against Rs. 2078.72 lacs in the previous year. As compared to previous year, the company has been able to achieve 43% more sales in the current year.

Dividend

The Board, for the year ended March 31, 2013 has recommended a dividend of 10%. The payment of dividend is subject to the approval of shareholders at the Annual General Meeting and will be paid on 31,70,00,000 Equity Shares @ Re.0.1 per share.

IPO fund utilization

The detail of IPO proceeds which has been utilized by the Company is as given under. The Company has utilized major portion of IPO proceeds for expansion as and when the correct opportunity and favorable market conditions were available. However, insignificant portion of the proceeds allocated for the expansion is left unutilized and the management of your Company has infused those funds in to various financial instruments for the investment purpose. The management has taken this step considering the fact that as and when the Company will require funds for expansion the requisite funds will be transferred from investment to expansion and till the time the shareholders money will fetch good returns which will be further helpful in future expansion and new projects of the Company.

I Amount received from IPO I 12650.85]

Sr. No. | Particulars of proposed reallocated expenditure amount Rs. in Lacs

1. For expansion and establishment of new retails stores either by way of lease or outright purchase 1143.84 and increase in production capacity of Diamond and Jewellery manufacturing facilities & other

general capex required for expansion.

2. Funding to subsidiaries and such entities by way of equity, capital, loans and advances or in 1733.70 any other manner

3. Working Capital Requirement for business 8459.96

4. General Corporate Purposes 218.37

5. Issue Expenses 828.68 Total 12384.55 Unutilized Amount Represented by

Bank Balance 219.83 Government Bonds (tradable) 46.47

Subsidiary Company and Consolidated Financials

The Board is exempted from attaching the balance sheet of subsidiary companies i.e. M. B. Diamonds, a Limited Liability Company, Russia, and Goenka Diamond & Jewels DMCC, Dubai, vide General Circular No.51/12/2007-CL-lll dated February 8, 2011. Any Shareholder interested in obtaining copy of the financial statements of subsidiary companies may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

Fixed Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

Related Party Transactions

Related party transactions have been disclosed in the notes on financial statements attached with this Annual Report.

Directors

During the year, there were no changes in the Board of directors of your company since last Annual General Meeting.

Mr. D. R. Mehta and Mr. CD. Arha Independent Directors of the Company are liable to retire by rotation. However, Mr. D.R.

Mehta and Mr. CD. Arha being eligible, offers themselves for re-appointment.

Brief resume of the directors to be re-appointed is given in the annexure to the notice convening the 23rd Annual General Meeting of the Company.

Directors'' Responsibilities Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibilities Statement, your Directors hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profit or loss of the company for that period;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

Auditors

M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants, Joint Auditors of the Company hold office till the conclusion of the this Annual General Meeting and are eligible for re-appointment. The company has received a letter from M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants to the effect that their reappointment as Joint Auditors, if made, would be within the limits under Section 224(1-B) of the Companies Act, 1956.

Auditors'' Report

In respect of the observations made by Auditors in their report, your Directors wish to state that the respective notes on financial statements are self-explanatory and do not call for further comments.

Particulars of Employees

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

The Disclosure of particulars with respect of conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 are not applicable to the Company. However, the Company makes its best effort for conservation of energy.

B. Technology Absorption, Adaptations & Innovation:

The Company has not carried out any specific research and development activities.

The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo:

The information regarding Foreign exchange earnings and outgo is contained in note no.28 & 29 of notes on financial statements.

Acknowledgement

Your Directors place on record their gratitude to the Central Government, State Governments Financial Institutions and Company''s Bankers for the assistance, co-operation and encouragement they extended to the Company. The Board of Directors is also grateful to the valued customers, esteemed shareholders, dedicated employees and public at large for their patronage and confidence reposed in the company.

On behalf of the Board of Directors

For Goenka Diamond and Jewels Limited

NAVNEET GOENKA NITIN GOENKA

Place: Mumbai Vice Chairman & Managing Director Managing Director

Date: August 10, 2013


Mar 31, 2012

The Directors take pleasure in presenting before the members the Twenty Second Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended March 31, 2012.

Financial Highlights

(Rs. In lacs)

31.03.2012 31.03.2011

Sales and Other Income 54120.46 56499.76

Less: Expenses 51638.23 52027.91

Profit before tax and depreciation 2482.23 4471.85

Less: Depreciation 129.30 130.10

Net Profit/(Loss) before Tax 2352.93 4341.75

Less: Income tax and provision 305.45 82.26

Less: Deferred Tax (10.70) (35.16)

Less: Excess Provision of Income Tax W/back 4.46 (1.22)

Less: Reversal of Fringe Benefit Tax

Less: MAT Credit Entitlement (25.00) -

Profit/(Loss) after tax 2078.72 4295.87

Balance brought forward from previous year 12376.08 8448.64

Profit available for appropriation 14454.8 12744.50

Appropriation

Issue of Bonus shares - -

General Reserve - -

Proposed Dividend on Equity shares 317.00 317.00

Tax on Proposed Dividend 51.43 51.43

Profit carried over to Balance Sheet 14086.37 12376.08

Earning per share 6.56 13.63

Turnover & Profits

The Directors wish to inform you that during the current financial year ended March 31, 2012, the sales and other income of the Company was Rs. 54120.46 lacs and during the previous year it was Rs. 56,499.76 lacs. The Net Profit before tax stood at Rs. 2,352.93 lacs as against Rs. 4,341.75 lacs in the previous year. The Net Profit after tax stood at Rs. 2,078.72 lacs as against Rs. 4,295.87 lacs in the previous year. Though there is a small decrease in sales and other income as compared to previous year mainly due to global slowdown and increasing dollar prices, the Company's performance including sales and margins is still better than many other major players in diamond industry.

Dividend

The Board, for the year ended March 31, 2012 has recommended a dividend of 10%. The payment of dividend is subject to the approval of shareholders at the Annual General Meeting and will be paid on 3,17,00,000 Equity Shares @ Rs. 1 per share. IPO fund utilization

The detail of IPO proceeds which has been utilized by the Company is as given under. The Company has utilized a major portion of IPO proceeds for expansion as and when the correct opportunity and favorable market conditions were available. However, insignificant portion of the proceeds allocated for the expansion is left unutilized and the management of your Company has infused those funds in to various financial instruments for the investment purpose. The management has taken this step considering the fact that as and when the Company will require funds for expansion the requisite funds will be transferred from investment to expansion and till the time the shareholders money will fetch good returns which will be further helpful in future expansion and new projects of the Company.

Amount received from IPO 12650.85

Sr. Particulars of proposed reallocated expenditure amount Rs. in lacs No.

1. For expansion and establishment of new retails stores either by way of lease or outright purchase and 1115.23 increase in production capacity of Diamond and Jewellery manufacturing facilities & other general cape required for expansion.

2. Funding to subsidiaries and such entities by way of equity, capital, loans and advances or in any other 310.14 manner

3. Working Capital Requirement for business 8459.96

4. General Corporate Purposes 218.37

5. Issue Expenses 828.68

Total 10932.38

Unutilised Amount Represented by

Investment in Mutual Funds 1218.47

Fixed Deposits 500.00

Subsidiary Company and Consolidated Financials

The Board is exempted from attaching the balance sheet of subsidiary company i.e. M. B. Diamonds, a Limited Liability Company, Russia, vide General Circular No.51/12/2007-CL-lll dated February 8, 2011. Any Shareholder interested in obtaining copy of the financial statements of subsidiary company may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

Fixed Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

Related Party Transactions

Related party transactions have been disclosed in the notes on financial statements attached with this Annual Report.

Directors

During the year, there were changes in the Board of directors of your company.

The Board deeply regrets the passing away of Dr. A C Shah, Independent Director on January 16,2012. He had been associated with the Company since July 31, 2009. As a member of the Board and the Chairman of the Audit Committee he lent his vast knowledge and experience to the Company. His presence and guidance will be greatly missed. Mr. CD. Arha took his place in casual vacancy.

Mr. S.N. Sharma has voluntarily resigned from the Board of the Company on May 30, 2012. The Board places on record its gratitude for the services rendered by Mr. S.N. Sharma during his tenure as Independent Director of the Company.

Mr. D. R. Mehta was appointed as an Additional Director with effect from May 30, 2012 and holds office up to ensuing Annual General Meeting of the Company. The Company has received a Notice in writing from a member proposing the candidature of Mr. D. R. Mehta for the office of the Director of the Company under the provision of Section 257 of the Companies Act, 1956.

Mr. Vijay Kalantri and Mr. CD. Arha Independent Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume of the directors to be re-appointed is given in the annexure to the notice convening the 22ndAnnual General Meeting of the Company.

Directors' Responsibilities Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibilities Statement, your Directors hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended March 31,2012, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profit or loss of the company for that period;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Auditors

M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants, Joint Auditors of the Company hold office till the conclusion of this Annual General Meeting and are eligible for re-appointment. The company has received a letter from M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants to the effect that their reappointment as Joint Auditors, if made, would be within the limits under Section 224(1-B) of the Companies Act, 1956.

Auditors' Report

In respect of the observations made by Auditors in their report, your Directors wish to state that the respective Notes on Financial Statements are self-explanatory and do not call for further comments.

Particulars of Employees

There are no employees in the Company whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

The Disclosure of particulars with respect of conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 are not applicable to the Company. However, the Company makes its best effort for conservation of energy.

B. Technology Absorption, Adaptations & Innovation:

The Company has not carried out any specific research and development activities.

The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo:

The information regarding Foreign exchange earnings and outgo is contained in the note no. 27 and 28 of Notes on Financial Statements.

Acknowledgement

Your Directors place on record their gratitude to the Central Government, State Governments Financial Institutions and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. The Board of Directors is also grateful to the valued customers, esteemed shareholders and public at large for their patronage and confidence reposed in the company.

On behalf of the Board of Directors

For Goenka Diamond and Jewels Limited

NAVNEET GOENKA NITIN GOENKA

Vice Chairman & Managing Director Managing Director

Place: Mumbai

Date : May 29, 2012


Mar 31, 2011

Dear Shareholders,

The Directors take pleasure in presenting before the members the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2011.

Financial Highlights

(Rs. In lacs)

31.03.2011 31.03.2010

Sales and Other Income 56442.30 53684.32

Less: Expenses 51970.45 49235.43

Profit before tax and depreciation 4471.85 4448.88

Less: Depreciation 130.10 105.41

Net Profit/(Loss) before Tax 4341.75 4343.47

Less: Income tax and provision 82.26 222.04

Less: Deferred Tax (35.16) 5.17

Less: Excess Provision of Income Tax W/back (1.22) -

Less: Reversal of Fringe Benefit Tax - (2.01)

Profit/(Loss) after tax 4295.87 4118.27

Balance brought forward from previous year 8448.64 5743.26

Profit available for appropriation 12744.50 9861.53

Appropriation

Issue of Bonus shares - 1042.02

Proposed Dividend on Equity shares 317.00 317.00

Tax on Proposed Dividend 51.43 53.87

Profit carried over to Balance Sheet 12376.08 8448.64

Earning per share ( Basic and diluted) 13.63 18.44

Turnover & Profits

The Directors wish to inform you that during the financial year ended 31st March 2011, the sales and operating income increased from Rs. 53684.32 lacs to Rs. 56442.30 lacs showing a increase of 5% over previous year. The Net Profit before tax stood at Rs. 4341.75 lacs as against Rs. 4343.47 lacs in the previous year. The Net Profit after tax stood at Rs. 4295.87 lacs as against Rs. 4118.27 lacs in the previous year thus showing an increase of 4.31% over the Previous years net Profit.

Dividend

The Board, for the year ended 31st March 2011 has recommended a dividend of 10%. The payment of dividend is subject to the approval of shareholders at the Annual General Meeting and will be paid on 3,17,00,000 Equity Shares @ Rs. 1 per share.

IPO fund utilization

The details of IPO proceeds which has been utilized by the Company is as given under. The Company has utilized a major portion of IPO proceeds for expansion as and when the correct opportunity and favorable market conditions were available. A minor portion of the proceeds allocated for the expansion still remains unutilized and the management of your Company has temporarily infused those funds in to various liquid financial instruments for investment purposes. The management has taken this step considering the fact that as and when the Company will require funds for expansion the requisite funds will be transferred from investment to expansion and till that time the shareholders money will fetch good returns which will be further helpful in future expansion and new projects of the Company.

Amount received from IPO 12650.85 Sr. No. Particulars of proposed reallocated expenditure amount Amount

Rs. in Lakhs)

1. For expansion and establishment of new retails stores either by way of lease or 251.65 outright purchase and increase in production capacity of Diamond and Jewellery manufacturing facilities & other general capex required for expansion.

2. Funding to subsidiaries and such entities by way of equity, capital, loans and 315.19 advances or in any other manner

3. Working Capital Requirement for business 8459.96

4. General Corporate Purposes 218.37

5. Issue Expenses 828.68

Total 10073.85

Unutilised Amount Represented by

Investment in Mutual Funds 2477.00

Fixed Deposits 100.00

Subsidiary Company and Consolidated Financials

The Board of Directors of your Company has passed a resolution in its meeting dated May 24, 2011 that in line with the circular issued by MCA in terms of Section 212(8) of the Companies Act, 1956, the Annual Accounts of M. B. Diamonds, a Limited Liability Company, Russia, which is its Subsidiary, as at 31st March 2011 will be attached with the Annual Report of your Company. However, the consolidated Balance Sheet and Profit and Loss Account are given in the Annual Report. The statement as required under Section 212 of the Companies Act, 1956 is also attached as a part of Annual Report.

Fixed Deposits

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public or its employees within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

Related Party Transactions

Related party transactions have been disclosed in the notes to accounts attached with this Annual Report.

Directors

During the year, there were no changes in the Board of directors of your company.

Mr. S. N. Sharma and Dr. A. C. Shah, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible have agreed to offer themselves for re-appointment.

Brief resume of the directors to be re-appointed is given in the annexure to the notice convening the 21st Annual General Meeting of the Company.

Directors' Responsibilities Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibilities Statement, your Directors hereby confirmed that:

a) In the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable Accounting Standards had been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them 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 at the end of the financial year and of the profit or loss of the company for that period;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

Auditors

M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants, Joint Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The company has received a letter from M/s. Haribhakti & Co., and M/s. B. Khosla & Co., Chartered Accountants to the effect that their reappointment as Joint Auditors, if made, would be within the limits under Section 224(1-B) of the Companies Act, 1956.

Auditors' Report

In respect of the observations made by Auditors in their report, your Directors wish to state that the respective notes to the Accounts are self-explanatory and do not call for further comments.

Particulars of Employees

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(1)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary/Compliance Officer at the Corporate Office or Registered Office address of the Company.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A. Conservation of Energy:

The Disclosure of particulars with respect of conservation of energy pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988 are not applicable to the Company. However, the Company makes its best effort for conservation of energy.

B. Technology Absorption, Adaptations & Innovation:

The Company has not carried out any specific research and development activities.

The Company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. Foreign Exchange Earnings and Outgo:

The information regarding Foreign exchange earnings and outgo is contained in the point no. 9 of the Schedule XXI of the accounts.

Acknowledgement

The Board would like to place on record its gratitude for the faith reposed and the co-operation extended by Banks, Financial Institutions, Government Authorities, Customers, and Shareholders of the Company and looks forward to continued support and co-operation from them.

On behalf of the Board of Directors

For Goenka Diamond and Jewels Limited

NANDLAL GOENKA

Chairman Place: Mumbai

Date: 24th May, 2011













 
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