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Directors Report of Goldiam International Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Twenty Eight Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on March 31,2015.

FINANCIAL RESULTS:

Rs. in Lakhs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Sales for the year 11894.27 12,527.05

Profit before Interest & finance charges,

depreciation & taxation 1651.70 1,571.49

Less: Interest & finance Charges 62.15 82.05

Operating profit before depreciation & taxation 1589.55 1,489.44

Less: Depreciation, amortization & impairment of asset 235.42 171.14

Profit before Exceptional Items 1354.13 1,318.30

Add: Exceptional Items 75.70 0.00

Profit before taxation 1429.83 1,318.30

Current Tax & Prior Year 300.75 317.29

Deferred Tax Liability 13.67 1.38

Profit after taxation 1115.41 999.63

Add: Balance brought forward 9070.65 8,446.25

Profit available for appropriation 10186.06 9,445.88

Less: Appropriation:

Transfer to General Reserve 0.00 25.00

Interim Dividend 0.00 0.00

Tax on Interim Dividend 0.00 0.00

Proposed Dividend 374.19 299.35

Provision for Tax on

Proposed Dividend 66.66 50.87

Balance carried forward to Balance Sheet 9745.21 9070.65

OPERATION, STATE OF AFFAIRS AND INTERNAL CONTROL:

The consolidated turnover of the Company for the FY 2014- 2015 was Rs.32,155.53 lakhs as compared to previous year Rs.31,383.96 lakhs, registering a growth of 2.46%. The consolidated profit after tax stood at Rs.2,184.82 lakhs as compared to previous year Rs.1,750.56 lakhs- growth of 24.81%. The Company has achieved a turnover on standalone basis of Rs.11,894.27 lakhs during the FY 2014-2015 as compared to Rs.12,527.05 lakhs during the previous year. The standalone profit after tax of the Company increased by 11.58% from Rs.999.63 lakhs to Rs.1,115.41 lakhs in the current year.

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory compliances.

Company's Policies on Related Party Transaction, Corporate Social Responsibility, Whistle Blower, Familiarisation Programme, Policy on material subsidiary and also Code of Conduct applicable to Directors and Employees of the Company has been complied with. These Policies and Code of Conduct are available on the Company's website www.goldiam.com.

There is no change in the nature of the business of the Company. There were no companies which became or ceased to be the Subsidiaries, joint ventures or associate companies during the year. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. There were no material changes and commitment affecting the financial position between March 31,2015 and date of this Report of Directors.

DEPOSITS:

The Company has not invited/accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

TRANSFER TO RESERVE:

The Company does not proposes to make any transfer to reserves.

DIVIDEND

Your directors recommend payment of final dividend of Rs.1.50 per share of face value of Rs.10/- each for the year ended March 31,2015 as against a dividend of '1.20 per share in previous year.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Accounting Standards AS-21 on Consolidated Financial Statements, your Directors provide the Audited Consolidated Financial Statements in the Annual Report.

REVIEW OF SUBSIDIARIES AND ASSOCIATES:

Your Company has three Subsidiaries and one Associate Company. Financials of the Subsidiaries and Associate Company are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries and Associate Company is annexed to this Annual Report pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder in prescribed From AOC-1 and hence not repeated here for the sake of brevity.

MEETING OF THE BOARD:

During the year four Board meetings were held, the details of which are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(C) of the

Companies Act, 2013 with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) 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 and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care 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;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) 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

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered

under the provisions of Section 186 of the Companies

Act, 2013 are given in the note no. 42 to the Financial

Statements.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in form MGT-9 is annexed herewith as Annexure A.

STATUTORY INFORMATION:

Information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of this Board Report for the year ended March 31,2015 is given in Annexure B.

NOMINATION AND REMUNERATION POLICY:

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure C to this Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.goldiam.com. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company. Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014: (Form AOC-2)

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related Nature of Duration of Salient terms party and nature of contracts/ the contracts/ of the contracts relationship arrangement/ arrangements/ or arrangements transactions transactions or transactions including the value, if any:

Goldiam USA Inc. (Wholly Sale and 5 years Value of the Owned Subsidiary) Purchase contract is Rs.200 Crores

Name(s) of the related Date(s) of Amount paid as party and nature of approval by the advances, if any: relationship Board, if any:

Goldiam USA Inc. (Wholly N.A N.A Owned Subsidiary)

Note: Audit Committee had granted omnibus approval for the related party transaction to be entered with Diagold Designs Limited and Goldiam HK Limited at the meeting of Committee held on November 13, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure D.

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY:

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the area of Promoting Preventive Health Care and Animal Welfare. These projects are in accordance with Schedule VII of the Companies Act, 2013.

With the help of other trusts i.e with Shree Sumati Jeev Raksha Kendra undertaking "Jeevdaya" project in the area of Animal Welfare and with Vision Foundation of India undertaking "Rashtriya Netra Yagna" project, the Company has undertaken its CSR activity.

The content of CSR policy of the Company and the Annual Report on CSR activities is annexed herewith as Annexure E.

BOARD EVALUATION:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has also carried out an annual evaluation of its own performance and that of its Committees namely the Audit Committee, the Nomination & Remuneration Committee, the Stakeholders Relationship Committee and the Corporate Social Responsibility Committee.

The evaluation was made in the overall context of the effectiveness of the Board and the respective Committees in providing guidance to the operating management of the Company, level of attendance in the Board/ Committee meetings, constructive participation in the discussion on the agenda items, effective discharge of the functions and roles of the Board/ Committees. A detailed discussion followed on the basis of the aforesaid criteria and the Board collectively agreed that the Board and all its Committees fulfilled the above criteria and positively contributed in the decision making process at the Board/ Committee level.

The Board has evaluated the performance of the individual directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/Committee did not participate in the discussion of his/her evaluation.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: The Board of Directors had appointed Mrs. Ami R. Bhansali as a woman director with effect from August 13, 2014 and the same was approved by the members in the Twenty Seventh Annual General Meeting held on September 30, 2014. At the Twenty Seventh Annual General Meeting the Members had also appointed the existing Independent Directors viz. Mr. Rajesh G. Kapadia (DIN: 00003272) for five (5) consecutive years for a term upto the conclusion of the 32nd Annual General Meeting, Mr. Ajay M. Khatlawala (DIN: 00124042) for four (4) consecutive years for a term upto the conclusion of the 3151 Annual General Meeting and Dr. R. Srinivasan (DIN: 00003968) for three (3) consecutive years for a term upto the conclusion of the 30th Annual General Meeting, as Independent Directors.

All Independent Directors have given declarations that they meet the criteria of independent as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing agreement.

During the year Company had appointed Ms. Darshana J. Patel as a Chief Financial Officer of the Company w.e.f. August 13, 2014. During the year Ms. Anita Kate has resigned from the post of Company Secretary and Compliance Officer w.e.f. November 30, 2014 and Mr. Manish S. Raval has been appointed as a Company Secretary and Compliance Officer w.e.f. December 1,2014*. (*) Mr. Manish Raval resigned from the post of Company Secretary and Compliance Officer w.e.f. April 18, 2015. RE-APPOINTMENTS:

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Ami R. Bhansali (DIN: 00057937), Director retires at the ensuing Annual General Meeting and, being eligible offers herself for re-appointment.

AUDITORS:

M/s. Pulindra Patel & Co., Chartered Accountants having registration number FRN No.115187W were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on September 30, 2014 for a term of three (3) consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee. In order to prevent sexual harassment of women at work place the Company has also adopted a Policy for Prevention of Sexual Harassment of Women at workplace. During the year, your Company has not received any complaint of such harassment.

SECRETARIAL AUDIT:

M/s. R. N. Shah & Associates, Company Secretaries in Practice conducted Secretarial Audit for the financial year ended March 31,2015. M/s. R. N. Shah & Associates has submitted the Report confirming compliance with the applicable provisions. The Secretarial Audit Report for the financial year ended March 31, 2015 is included in the Annexure F and forms the integral part of this Report. There is no secretarial audit qualification for the year under review.

WHISTLE BLOWER POLICY:

The Company has established a Whistle Blower Policy for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a Certificate from the Company's Auditor confirming compliance forms an integral part of this Report.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company for their valuable support and look forward to their continued co- operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors sd/- Manhar R. Bhansali Place: Mumbai Chairman Dated: May 25, 2015 (DIN: 00058699)




Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this Twenty - Seventh Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in Lakhs) Year ended Year ended 31.03.2014 31.03.2013

Sales for the year 12,527.05 9,745.77

Profit before Interest& finance

charges, depreciation & taxation 1,571.49 1,306.14

Less: Interest & finance Charges 82.05 70.97

Operating profit before

depreciation & taxation 1,489.44 1,235.17

Less: Depreciation, amortization & impairment of asset 171.14 137.98

Profit before Exceptional Items 1,318.30 1,097.19

Add: Exceptional Items 0.00 180.33

Profit before taxation 1,318.30 1,277.52

Current Tax & Prior Year 317.29 257.58

Deferred Tax Liability 1.38 170.80

Profit after taxation 999.63 849.15

Add: Balance brought forward 8,446.25 8,082.96

Profit available for appropriation 9,445.88 8,932.11

Less: Appropriation:

Transfer to General Reserve 25.00 50.00

Interim Dividend 0.00 249.46

Tax on Interim Dividend 0.00 40.47

Proposed Dividend 299.35 124.73

Provision for Tax on Proposed Dividend 50.87 21.20

Balance carried forward to Balance Sheet 9070.65 8,446.25



OPERATIONS:

The operations of the Company have shown improvement as compared to the previous year. The Company has achieved a turnover of Rs.12,527.05 lakhs during the year under report as compared to Rs.9,745.77 lakhs during the previous year reflecting a growth of 28.54% over the previous year. The net profit of the company increased by 17.72% from Rs.849.15 to Rs.999.63 lakhs in the current year.

DEPOSITS:

The Company has not invited/ accepted any deposit from the public during the year ended 31st March, 2014.

There were no unclaimed or unpaid deposits as on 31st March, 2014.

DIVIDEND:

Your directors recommend payment of dividend of Rs.1.20/- per share of face value of Rs.10/- each for the year ended March 31, 2014 as against a dividend of Rs.1.50/- per share of face value of Rs.10 each for the previous year.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspiration and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SUBSIDIARY COMPANIES:

In accordance with the General Circular no. 2/2011 File no. 51/12/2007-CL-III dated 24th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to the companies under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other Reports and statements of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any shareholder of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements of the Company and all the subsidiaries duly audited by the statutory auditors of the Company are presented in the Annual Report of the Company. A summary of the financial information of the subsidiary companies is also attached to the Annual Report of the Company.

DEMATERIALISATION:

More than 98% of the shares of the Company are in dematerialized form. Your Directors request all the members who have not yet got their holdings dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form.

DIRECTORS:

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manhar R. Bhansali (DIN 00058699), Director of the Company, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable 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 the year under review;

(iii) that 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;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

AUDITORS:

M/s. Pulindra Patel & Co., Chartered Accountants, statutory auditors of the Company having registration number FRN No.115187W hold the office from the conclusion of this Annual General Meeting until the conclusion of the 30th Annual General Meeting. The Company has received a certificate from the statutory auditors to the effect that their re-appointment, if made, would be within the limits prescribed. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India.

VARIOUS COMMITTEES:

a) Corporate Social Responsibility Committee:

During the year, your directors have constituted the Corporate Social Responsibility Committee comprising Mr. Ajay M. Khatlawala as the Chairman of the committee and Mr. Manhar R. Bhansali, Mr. Rashesh M. Bhansali as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

b) Nomination & Remuneration Committee:

During the year, your directors have constituted the Nomination & Remuneration Committee comprising Mr. Rajesh G. Kapadia as the Chairman of the Committee, Mr. Ajay M. Khatlawala and Dr. R. Srinivasan as other members.

c) Stakeholder Relationship Committee:

During the year, your directors have re-constituted/re- named existing "Shareholder/Investor Grievance Committee" which shall be termed as "Stakeholder Relationship Committee" consisting of Dr. R. Srinivasan as a Chairman of the Committee, Mr. Rashesh M. Bhansali and Mr. Ajay M. Khatlawala as members.

REPORT ON CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached to this report along with Statutory Auditors'' certificate on its compliance.

(A) CONSERVATION OF ENERGY, (B) TECHNOLOGY ABSORPTION, (C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under 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 as furnished herein below:

a) Conservation of Energy:

As the Gems & Jewellery Industry is not covered by the Schedule prescribed by the said Rules, disclosure of particulars on conservation of energy is not applicable to the Company.

b) Technology Absorption:

The particulars regarding absorption of technology are annexed in the prescribed Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

c) Foreign Exchange Earnings and Outgo:

The Company''s main line of business is manufacturing and exporting studded gold jewellery. The Company has achieved Export Turnover of Rs.12,527.05 lakhs during the year under report, 2013-2014, as compared to Rs.9,745.77 lakhs in the previous year, 2012-2013.

PARTICULARS OF EMPLOYEES:

None of the employees has received remuneration/ salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company for their valuable support and look forward to their continued co- operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

For and on behalf of the Board of Directors

MANHAR R. BHANSALI Place: Mumbai (DIN 00058699) Dated: May 27, 2014 Chairman


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting this Twenty - Sixth Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in Lakhs) Year ended Year ended 31.03.2013 31.03.2012

Sales for the year 9,745.77 9,159.83

Profit before Interest & finance charges, depreciation & taxation 1306.14 1280.54

Less: Interest & finance Charges 70.97 63.67

Operating profit before depreciation & taxation 1235.17 1216.87

Less: Depreciation, amortization & impairment of asset 137.98 134.68

Profit before Exceptional Items 1097.19 1082.19

Add: Exceptional Items 180.33

Profit before taxation 1277.52 1082.19

Current Tax & Prior Year 257.58 197.79

Deferred Tax Liability 170.80 32.21

Profit after taxation 849.15 852.19

Add: Balance brought forward 8082.96 7720. 66

Profit available for appropriation 8932.10 8572.85

Less: Appropriation:

Transfer to General Reserve 50.00 55.00

Interim Dividend 249.46 274.41

Tax on Interim Dividend 40.47 44.52

Proposed Dividend 124.73 99.78

Provision for Tax on

Proposed Dividend 21.20 16.19

Balance carried forward to

Balance Sheet 8446.25 8082.96

OPERATIONS:

The operations of the Company have shown improvement as compared to the previous year. The Company has achieved a turnover of Rs. 9745.77 lakhs during the year under report as compared to Rs. 9159.83 lakhs during the previous year reflecting a growth of 6.40% over the previous year. The net profit of the company decreased by 0.36% from Rs. 852.19 lakhs to Rs. 849.15 lakhs in the previous year. The decline in the profit is due to increase in the cost of materials, manufacturing and other expenses and decrease in the foreign exchange earning.

DEPOSITS:

The Company has not invited/ accepted any deposit from the public during the year ended 31st March, 2013. There were no unclaimed or unpaid deposits as on 31st March, 2013.

DIVIDEND:

The Board consider the payment of Interim Dividend @Rs.1/- per share (10%) has decided to recommend a final dividend @Rs.0.50 per share (5%), thus giving total dividend of Rs.1.50 per share (15%) for the year under report.

The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SUBSIDIARY COMPANIES:

In accordance with the General Circular no. 2/2011 File no. 51/12/2007-CL-III dated 24th May, 2012 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to the companies under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other Reports and statements of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any shareholder of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements of the Company and all the subsidiaries duly audited by the statutory auditors of the Company are presented in the Annual Report of the Company. A summary of the financial information of the subsidiary companies is also attached to the Annual Report of the Company.

GOLDIAM JEWELS:

During the year under report, the company has exited on 28.09.2012 completely from M/s. Goldiam Jewels Limited, through the sale of its stake in equity investment (29,85,000 Equity Shares) held in that company and the said company is no more a subsidiary with effect from 28th September, 2012.

DEMATERIALISATION:

More than 97% of the shares of the Company are in dematerialized form. Your Directors request all the members who have not yet got their holdings dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form.

DIRECTORS:

As per the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Dr. R. Srinivasan, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment. Your Directors recommend his re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 the year under review;

(iii) that 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;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

AUDITORS:

M/s. Pulindra Patel & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment, have furnished their eligibility certificate to the effect that reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment.

REPORT ON CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached to this report along with Statutory Auditors'' certificate on its compliance.

(A) CONSERVATION OF ENERGY, (B) TECHNOLOGY ABSORPTION, (C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under 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 as furnished herein below:

A. CONSERVATION OF ENERGY:

As the Gems & Jewellery Industry is not covered by the Schedule prescribed by the said Rules, disclosure of particulars on conservation of energy is not applicable to the Company.

B. TECHNOLOGY ABSORPTION:

The particulars regarding absorption of technology are annexed in the prescribed Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company''s main line of business is manufacturing and exporting studded gold jewellery. The Company has achieved Export Turnover of Rs. 9,745.77 lakhs during the year under report, 2012-2013, as compared to Rs. 9,159.83 lakhs in the previous year, 2011-2012.

(Rs. in Lakhs)

Particulars 2012-2013 2011-2012

1) Foreign Exchange Earned

Export of Goods on F.O.B. basis 9,227.77 8,572.02

2) Outgo of Foreign Exchange

i) Raw Materials 3,642.49 3,345.90

ii) Consumable Stores 10.73 15.22

iii) Capital Goods 17.42 28.79

iv) Foreign Travels 8.30 15.83

v) Others 20.12 19.32

PARTICULARS OF EMPLOYEES:

None of the employees has received remuneration/ salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to Government of India, Government of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

For and on behalf of the Board of Directors

Place: Mumbai MANHAR R. BHANSALI

Dated: 24th May, 2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting this Twenty Fifth Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs in Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Sales for the year 9,159.83 8,215.36

Profit before Interest & finance charges, depreciation & taxation 1,280.54 970.13

Less: Interest & finance Charges 63.67 29.31

Operating profit before depreciation & taxation 1,216.87 940.82

Less: Depreciation, amortization & impairment of asset 134.68 136.98

Profit before taxation 1,082.19 803.84

Provision for taxation 230.00 169.47

Profit after taxation 852.19 634.37

Add: Balance brought forward 7,720.66 7,377.18

Profit available for appropriation 8,572.85 8,011.55

Less: Appropriation:

Transfer to General Reserve 55.00 -

Interim Dividend 274.41 249.46

Tax on Interim Dividend 44.51 41.43

Proposed Dividend 99.78 -

Provision for Tax on Proposed Dividend 16.19 -

Balance carried forward to Balance Sheet 8,082.96 7,720.66

OPERATIONS:

The operations of the Company have shown considerable improvement as compared to the previous year. The Company has achieved a turnover of Rs9,159.83 Lakhs during the year under report as compared to Rs8,215.36 Lakhs during the previous year reflecting a growth of 11.50% over the previous year. The profits of the Company have also shown a remarkable increase with the Company earning a net profit of Rs852.19 Lakhs after tax as compared to a net profit after tax of Rs634.37 Lakhs for the previous year registering an increase of 34.34%.

DEPOSITS:

The Company has not invited/accepted any deposit from the public during the year ended 31st March, 2012. There were no unclaimed or unpaid deposits as on 31st March, 2012.

DIVIDEND:

The Board consider the payment of Interim Dividend @ Rs1.10/- per share (11%) has decided to recommend final dividend @ Rs0.40 per share (4%), thus giving a total dividend of Rs1.50 per share (15%) for the year under report.

The dividend payout for the year under review has been formulated in accordance with shareholders' aspiration and the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SUBSIDIARY COMPANIES:

In accordance with the General Circular no. 2/2011 File no. 51/12/2007-CL-III dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, granting general exemption to the companies under Section 212(8) of the Companies Act, 1956, the Balance Sheet, Profit and Loss Account and other Reports and statements of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the annual accounts of the subsidiary companies and the related detailed information to any shareholder of the Company seeking such information at any point of time. The annual accounts of the subsidiary companies are also available for inspection by any shareholder at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements of the Company and all the subsidiaries duly audited by the statutory auditors of the Company are presented in the Annual Report of the Company. A summary of the financial information of the subsidiary companies is also attached to the Annual Report of the Company.

DEMATERIALISATION:

More than 97% of the shares of the Company are in dematerialized form. Your Directors request all the members who have not yet got their holdings dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form.

DIRECTORS:

As per the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Manhar R. Bhansali, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that 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 the year under review;

(iii) that 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;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

AUDITORS:

M/s. Pulindra Patel & Co., Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and being eligible for re-appointment, have furnished their eligibility certificate to the effect that reappointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board recommends their re-appointment.

REPORT ON CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached to this report along with Statutory Auditors' certificate on its compliance.

(A) CONSERVATION OF ENERGY, (B) TECHNOLOGY ABSORPTION, (C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Particulars as prescribed under 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 as furnished herein below:

A. CONSERVATION OF ENERGY:

As the Gems & Jewellery Industry is not covered by the Schedule prescribed by the said Rules, disclosure of particulars on conservation of energy is not applicable to the Company.

B. TECHNOLOGY ABSORPTION:

The particulars regarding absorption of technology are annexed in the prescribed Form B of the Companies

(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's main line of business is manufacturing and exporting studded gold jewellery. The Company has achieved Export Turnover of Rs9,159.83 Lakhs during the year under report, 2011-2012, as compared to Rs8,215.36 Lakhs in the previous year, 2010-2011.

(Rs in Lakhs)

Particulars 2011-2012 2010-2011

Total Foreign Exchange

Received 8,572.02 7,187.92

Total Foreign Exchange used:

i) Raw Materials 3,345.90 2,752.44

ii) Consumable Stores 15.22 7.71

iii) Capital Goods 28.79 20.82

iv) Foreign Travels 15.83 11.10

v) Others 19.32 26.13

PARTICULARS OF EMPLOYEES:

None of the employees has received remuneration/ salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to Government of India, Government of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management.

For and on behalf of the Board of Directors

Place: Mumbai MANHAR R. BHANSALI

Dated: 26th May, 2012 CHAIRMAN


Mar 31, 2010

The Directors have pleasure in presenting this Twenty Third Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS: (Rupees in Lacs) Year ended Year ended

31.03.2010 31.03.2009

Sales for the year 5935.17 5593.97

Profit before Interest,

depreciation & taxation 614.02 (1217.39) Less: Interest &

Finance Charges 20.68 14.07 Operating profit before

depreciation & taxation 593.34 (1231.46)

Less: depreciation, amortization & impairment of asset 122.57 163.45

Profit before taxation 470.77 (1394.91)

Provision for taxation (40.46) (32.60)

Profit after taxation 511.23 (1362.31)

Add: Balance brought forward 7156.83 8519.14

Profit available for appropriation 7668.06 7156.83

Appropriation:

Proposed Dividend 249.46 NIL

Provision for Tax on

Proposed Dividend 41.43 NIL

Balance carried forward

to Balance Sheet 7377.17 7156.83

OPERATIONS:

After having undergone challenging times in the financial year 2008-09, the Indian gems and jewellery industry is experiencing an upward trend and the same is being reflected in the performance of the Company. The turnover of the Company during the financial year 2009-10 was Rs.5935.17 lacs as compared to Rs.5593.97 lacs for the previous year and the Company has earned a profit of Rs.511.23 lacs as compared to a net loss of Rs.1362.31 lacs for the previous year.

DEPOSITS:

The Company has not invited/ accepted any deposit from the public during the year ended 31s1 March, 2010. There were no unclaimed or unpaid deposits as on 31st March, 2010.

DIVIDEND:

With the Companys performance improving and it registering profits, your Directors recommend a dividend of Re.1/- per equity share of Rs.10/- each fully paid-up (10%) for the financial year ended 31st March, 2010.

BUY-BACK OF EQUITY SHARES:

Pursuant to the approval of the Board of Directors under Section 77A of the Companies Act, 1956 to buy-back fully paid-up equity shares of the Company at a price not exceeding Rs.50/- per equity share from the open market through the Stock Exchanges for an aggregate amount not exceeding Rs.5.25 crores being 3.53% of the aggregate of the Companys total paid-up equity share capital and free reserves as on March 31, 2009, the Company has, during the year under report, bought back 6,00,000 equity shares for a total consideration of approximately Rs.2.32 crores (exclusive of Brokerage, STT and other charges) utilizing the General Reserve and Securities Premium accounts and all the equity shares bought back have been extinguished.

SUBSIDIARY COMPANIES:

During the year under report, Goldiam HK Limited, Hong Kong, a subsidiary of the Company then, had offered shares on Rights basis to all the shareholders; however, in view of the global economic slowdown faced by the Companies then, the Company had not subscribed to the Rights Issue and consequently, the shareholding of the Company in Goldiam HK Limited had fallen below 50% and Goldiam HK Limited had ceased to be a subsidiary of the Company. Diagold Designs Limited has, during the year under report, incorporated a Limited Liability Partnership, Temple Designs LLP, to cater to the retail jewellery market.

As per the provisions of Section 212(1) of the Companies Act, 1956 copies each of the Balance Sheet, Profit & Loss Account, Reports of the Board of Directors and the Auditors of the subsidiary companies, viz. Diagold Designs Limited, Goldiam Jewels Limited, Goldiam Jewellery Limited and Goldiam USA, Inc. and step-down subsidiary OOO Tiara Jewels and other statements/ certificates as required are attached to this Annual Report. Pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements are also attached. The turnover and profit / (loss) after tax of the subsidiaries are given below:

Subsidiary Turnover Profit/(Loss) (Rs.) (Rs.)

1. Diagold Designs Limited 4852.04 lacs (208.86 lacs)

2. Goldiam Jewels Limited 1151.01 lacs (27.64 lacs)

3. Goldiam Jewellery Limited 6075.42 lacs 575.62 lacs

4. Goldiam USA, Inc. 1255.50 lacs (44.71) lacs

5. OOO Tiara Jewels* 23.95 lacs 3.65 lacs * Subsidiary of Diagold Designs Limited DEMATERIALIZATION:

More than 97% of the shares of the Company are in dematerialized form. Your Directors request all the members who have not yet got their holdings dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form.

DIRECTORS:

As per the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Dr. R. Srinivasan, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

The terms of appointments of Mr. Manhar R. Bhansali, Chairman & Managing Director, and Mr. Rashesh M. Bhansali, Vice Chairman & Managing Director, expire on 23rd January, 2011 and 31st January, 2011 respectively and your Directors recommend their re-appointment for a period of five years w.e.f. 24th January, 2011 and 1st February, 2011 respectively on the terms and conditions as mentioned in the Notice of the Annual General of Meeting. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements 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 the year under review;

(iii) that 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;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS:

M/s. Pulindra Patel & Co., Chartered Accountants, retire at the forthcoming Annual General Meeting and, being eligible, have consented for re-appointment. Your Directors recommend their re-appointment.



REPORT ON CORPORATE GOVERNANCE:

A separate report on Corporate Governance is attached to this report along with Statutory Auditors certificate on its compliance.

(A) CONSERVATION OF ENERGY, (B) TECHNOLOGY ABSORPTION, (C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the information is furnished herein below:

A. CONSERVATION OF ENERGY:

As the Gems & Jewellery Industry is not covered by the Schedule prescribed by the said Rules, disclosure of particulars on conservation of energy is not applicable to the Company.

B. TECHNOLOGY ABSORPTION:

The particulars regarding absorption of technology are annexed in the prescribed Form B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Companys main line of business is manufacturing and exporting studded gold jewellery. The Company has achieved Export Turnover of Rs.5218.33 lacs during the year under report, 2009-2010, as compared to Rs.4811.73 lacs in the previous year, 2008-2009.

Total Foreign Exchange used : Rs. 172,979,944/-

Total Foreign Exchange earned : Rs.515,607,572/-

PARTICULARS OF EMPLOYEES:

None of the employees has received remuneration/ salary exceeding the limit as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to Government of India, Government of Maharashtra, SEEPZ (SEZ) Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and co-operation received from the employees and all those who have helped in the day-to-day management. For and on behalf of the Board of Directors

Place: Mumbai Dated: 30th May, 2010 MANHAR R. BHANSALI CHAIRMAN

 
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