Directors Report of Lypsa Gems & Jewellery Ltd.

Mar 31, 2016

The Directors'' present the Annual report on the business and operations of your Company for the year 2015-2016.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Particulars	Year Ended 31.03.2016 (Rs In Lacs)	Year Ended 31.03.2015 (Rs In Lacs)
Gross Sales/Income	20612.94	43334.20
Less Depreciation	46.86	36.12
Profit/(Loss) before Tax	178.05	532.98
Taxes Deferred Taxes	58.84	179.06
Profit/(Loss) After Taxes	119.21	353.92
P& L Balance b/f	907.68	752.30
Profit/ (Loss) carried to Balance Sheet	1027.86	907.68

Your Directors feel pleasure to declare profit after tax of 119.21 Lacs which was made possible through better production planning and customer relations. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

a) Ms. Sonal Dipen Patwa (DIN 02579452), Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer her selves for re-appointment.

b) Declaration by an Independent Director(s) and reappointment, if any

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Thirty Board Meetings and one Independent Directors'' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIVIDEND:

Since the Company has not made sufficient profit, the directors are unable to recommend any dividend during the year under review

NATURE OF BUSINESS

The Company is engaged in the business of trading, import, export, making and polishing activities of diamonds, gems and other precious stones.

There was no change in the nature of the business of the Company during the year under review.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 100% Subsidiary "Lypsa Gems & Jewellery DMCC ( entities together termed as the Lypsa Group) in Dubai. Hence, details for the same are not required to mention here.

TRANSFER TO RESERVES

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs.1027.86 lacs has been carried forward to profit & loss account.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2016 was Rs. 21.06 Crores.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

FINANCE

The Company has repaid the installments of Term Loans amounting to Rs. 14.50 Lacs during the current year.

The Company has not made any fresh borrowings during the year under review. Short Term Debt of the Company stands to Rs.3109.94 Crores as on 31st March, 2016.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31^st March, 2016.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5^th June is observed as the World Environment Day around the world and is of immense importance for the Lypsa Group. In the year 2015-16, one specific area was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our Trading and Manufacturing of diamonds and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with. This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbors'', to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions.

However, we recognize that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

BUSINESS RISK MANAGEMENT

Risk management is embedded in your company''s operating framework. Your company believes that managing risk helps in maximizing returns. The company''s approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of raw material as well as finished goods. The company proactively manages these risks through forward booking, Inventory management and proactive vendor development practices. The Company''s reputation for quality, product differentiation and service, coupled with existence of powerful brand image with robust marketing network mitigation the impact theimpact of price risk on finished goods.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.lypsa.in/16-17/3Whistle_Blower_Policy.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

A. Statutory Auditors

The Company''s Auditors, M/s. Doshi Maru & Associates, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -A".

Reply for qualification Remark in Secretarial Audit Report:

1) The company has not published notice of meeting of Board of Director in Newspaper but the company has uploaded the same on Website of the company and also submitted to BSE Limited and to NSE Limited.

2) The company is in process for filling the form 5INV and also in compliance with under MCA Notification G.S.R. 352(E) dated 10th May, 2012 which was introduced Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012.

3) The company is in process for filling the form MGT-10 and also in compliance with Rule 13 of Companies (Management and Administration) Rules, 2014.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are complied with.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor''s Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

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-B".

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-C".

PARTICULARS OF EMPLOYEES

None of the employees of the Company drew remuneration of Rs.60,00,000/- or more per annum / Rs. Rs.5,00,000/- or more per month during the year. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of 31 March, 2016.

ACKNOWLEDGMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For Lypsa Gems & Jewellery Ltd

Date: 23/05/2016

Place: Mumbai SD/- SD/- SD/-

(Manish Janani) (Dipan Patwa) (Jeeyan Patwa)

Managing Director Chairman Director

(DIN: 02579381) (DIN: 2579405) (DIN: 02579469)

---

Mar 31, 2015

To,

The Members,

Lypsa Gems & Jewellery Ltd

The Directors' present the Annual report on the business and operations of your Company for the year 2014-2015.

FINANCIAL RESULTS AND OPERATIONAL REVIEW: Year Ended 31.03.2015 Year Ended 31.03.2014 Particulais (Rs In Lacs) (Rs In Lacs)

Gross Sales/Income 58844.70 53490.72

Less Depreciation 36.12 21.84

Profit/(Loss) before Tax 1,968.26 1101.92

Taxes/Deferred Taxes 179.06 156.76

Profit/(Loss) After Taxes 1,789.20 945.16

P& L Balance b/f 1,507.40 672.65

Profit/ (Loss) carried to Balance Sheet 3,098.06 1507.40

Your Directors feel pleasure to declare profit after tax of 1789.20 Lacs which was made possible through better production planning and customer relations. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

a) Mr. Jeeyan Dipankumar Patwa (DIN 02579469), Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

Mrs. Sonal Dipen Patwa was appointed as an Additional Director on 26th March, 2015 during the year under review.

The Company has appointed Mr. Manish Jaysukhlal Janani as Chief Executive Officer of the Company and Mr. Jeeyan Dipan Patwa as Chief Financial Officer of the Company w.e.f. 10/06/2015.

The Company has formulated a policy on directors appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report.

The details of familiarization programme for Independent Directors have been disclosed on website of the Company.

Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement, evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process.

The following policies of the company are attached herewith and marked as Annexure A, Annexure B and Annexure C.

Policy on appointment of Directors and Senior Management (Annexure A) Policy on Remuneration to Directors' (Annexure B) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure C)

b) Declaration by an Independent Director(s) and reappointment, if any

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

c) Formal Annual Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

d) Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

e) Number of Meetings of the Board of Directors and Audit Committee

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year Eleven Board Meetings and one Independent Directors' meeting and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIVIDEND:

The Board of Directors has recommend 3.5% dividend i.e. Rs. 0.35 per share on 2,10,60,000 Equity Shares of Rs. 10/- each for the year ended 31-03-2015. The dividend will entail an outflow of Rs. 88,45,200.00 (Including dividend distribution tax of Rs. 14,74,200.00). The payment of dividend is subject to the approval of the Members at the ensuing General Meeting of the Company and Record Date for this purpose 25th September, 2015 to 26th September, 2015 and no interim dividend was paid during the year.

NATURE OF BUSINESS

The Company is engaged in the business of trading, import, export, making and polishing activities of diamonds, gems and other precious stones.

There was no change in the nature of the business of the Company during the year under review.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has 100% foreign subsidiary named Lypsa Gems and Jewellery DMCC incorporated in U.A.E. The company has earned a net profit of Rs. 14,35,28,525/- (P.Y. Rs. 6,30,39,333/-)

TRANSFER TO RESERVES

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs. 3098.06 lacs has been carried forward to profit & loss account.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 21.06 Crores.

The Company has allotted 70,20,000 Equity Shares of Rs. 10/- each on 01/10/2014 through Bonus issue in proportion of 1 (One) Equity Share for every 2 (Two )equity shares held by such persons on the Record Date during the year under review.

A) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights.

B) Issue of sweat equity shares

During the year under review, the Company has not issued any sweat equity shares.

C) Issue of employee stock options

During the year under review, the Company has not issued any sweat equity shares.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

FINANCE

The Company has repaid the installments of Term Loans amounting to Rs. 35.50 Lacs during the current year.

The Company has also made fresh borrowings of Rs. 50.00 Lacs for funding capital expenditure and other requirements.

FIXED DEPOSITS

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at 31st March, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Lypsa Group. In the year 2014-15, one specific area was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our Trading and Manufacturing of diamonds and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with. This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbors', to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions. However, we recognize that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

BUSINESS RISK MANAGEMENT

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as "Risks". Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS

A. Statutory Auditors

The Company's Auditors, M/s. Doshi Maru & Associates, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Rupal Patel, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as "Annexure -D".

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Clause 49 of the Listing Agreement are complied with.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

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-E".

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-F".

PARTICULARS OF EMPLOYEES

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014- 2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

For Lypsa Gems & Jewellery Ltd

Date: 28/08/2015

Place: Navsari

SD/- SD/- SD/-

(Manish Janani) (Dipan Patwa) (Jeeyan Patwa)

Managing Director Chairman Director

(DIN: 02579381) (DIN: 2579405) (DIN: 02579469)

---

Mar 31, 2014

The Members,

Lypsa Gems & Jewellery Ltd

The Directors'' present the Annual report on the business and operations of your Company for the year 2013-2014.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2014 31.03.2013 (Rs In Lacs) (Rs In Lacs)

Gross Sales/Income 53490.72 32662.03

Less Depreciation 21.84 8.54

Profit/(Loss) before Tax 1101.92 550.67

Taxes/Deferred Taxes 156.76 143.56

Profit/(Loss) After Taxes 945.16 407.12

P& L Balance b/f 672.65 371.84

Profit/ (Loss) carried to Balance Sheet 1507.40 672.65

Your Directors feel pleasure to declare profit after tax of * 945.16 Lacs which was made possible through better production planning and customer relations. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

Mr. Dipankumar Babulal Patwa (DIN: 02579405) and Mr. Jeeyan Dipankumar Patwa (DIN 02579469), Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND:

The Board of Directors has recommend 5% dividend i.e. Rs. 0.50 per share on 1,40,40,000 Equity Shares of Rs. 10/- each for the year ended 31-03-2014. The dividend will entail an outflow of Rs. 8213049.00 (Including dividend distribution tax of Rs. 1193049.00). The payment of dividend is subject to the approval of the Members at the ensuing General Meeting of the Company and Record Date for this purpose 03rd September, 2014 and no interim dividend was paid during the year.

RESPONSIBILITY STATEMENT:

Director confirms that:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, the company has taken necessary steps in this regards.

A. Conservation of Energy:

(1) Energy Conservation Measures Taken:

The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy such as utmost utilization of D. G. Set run by diesel and with regular maintenance and overhauling.

(2) Impact of Measures of (A) above for reduction of energy Consumption and Consequent Impact on the cost of production of Goods: The measures listed above resulted in lower consumption.

(3) Total Energy consumption and energy consumption per unit of production.

B. Research and Development:

R & D forms the basis of Lypsa''s efforts in making processes simpler, smoother and faster for the diamond industry. R & D is a highly structured activity at Lypsa and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our skilled personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgoings:

Foreign Exchange Earning is : US $ 65,480,169 Foreign Exchange Outgoing is : US $ 60,314,185

APPOINTMENT OF AUDITORS:

M/s Doshi Maru & Associates (FRN: 112187W), Chartered Accountant, Mumbai, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 73 of the Companies Act, 2013 read with Acceptance of Deposits Rules, 2014 as amended are applicable.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

CHANGE IN THE OBJECT CLAUSE OF THE COMPANY

The Company had not changed its object clause during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto as Annexure - A.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Lypsa Group. In the year 2013-14, one specific area was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our Trading and

Manufacturing of diamonds and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work with.

This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbors'', to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions.

However, we recognise that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only i.e Trading and Manufacturing of diamonds.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For Lypsa Gems & Jewellery Ltd

Date: 30/05/2014

Place: Navsari S/d S/d S/d (Manish Janani) (Dipan Patwa) (Jeeyan Patwa) Managing Director Chairman Director (DIN: 02579381) (DIN: 2579405) (DIN: 02579469)

---

Mar 31, 2013

To, The Members of Lypsa Gems & Jewellery Ltd.

The Directors'' present the Annual report on the business and operations of your Company for the year 2012-2013.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particular 31.03.2013 31.03.2012 (In Lacs) ( In Lacs)

Gross Sales/Income 30008.64 26824.77

Less Depreciation 8.54 5.29

Profit/ (Loss) before Tax 425.97 296.28

Taxes/Deferred Taxes 143.55 86.40

Profit/ (Loss) After Taxes 282.42 209.88

P& L Balance b/f 371.84 268.28

Profit/ (Loss) carried to Balance Sheet 547.95 371.84

Your Directors feel pleasure to declare profit after tax of 282.42 Lacs which was made possible through better production planning and customer relations. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

Mr. Bhavesh Shashikant Sheth and Mr. Pankajkumar Vrajlal Shah, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND:

The Board of Directors has recommend 5% dividend i.e. 50 paisa per share on 1,40,40,000 Equity Shares of Rs. 10/- each for the year ended 31-03-2013. The dividend will entail an outflow of Rs. 81.59 Lacs (Including dividend distribution tax of Rs. 11.39 Lacs). The payment of dividend is subject to the approval of the Members at the ensuing General Meeting of the Company and Record Date for this purpose is 27th September, 2013 and no interim dividend was paid during the year.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, the company has taken necessary steps in this regards.

A. Conservation of Energy:

(1) Energy Conservation Measures Taken:

The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy such as utmost utilization of D. G. Set run by diesel and with regular maintenance and overhauling.

(2) Impact of Measures of (A) above for reduction of energy Consumption and Consequent Impact on the cost of production of Goods: The measures listed above resulted in lower consumption.

(3) Total Energy consumption and energy consumption per unit of production.

B. Research and Development:

R & D forms the basis of Lypsa''s efforts in making processes simpler, smoother and faster for the diamond industry. R & D is a highly structured activity at Lypsa and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our skilled personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgoings:

Foreign Exchange Earning is : Rs. 4,93,24,346.15 Foreign Exchange Outgoing is : Rs. 4,75,95,202.31

APPOINTMENT OF AUDITORS:

M/s Doshi Maru & Associates, Chartered Accountant, Mumbai, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

PARTICULARS OF EMPLOYEES:

There is no employee having remun]eration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

CHANGE IN THE OBJECT CLAUSE OF THE COMPANY

The Company had not changed its object clause during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto as Annexure - A.

CORPORATE SOCIAL RESPONSIBILITY

Every year 5th June is observed as the World Environment Day around the world and is of immense importance for the Lypsa Group. In the year 2012-13, one specific area was related to our work. Sustainability is a complex concept incorporating a wide range of social, environmental and economic issues. We recognize the holistic nature of a sustainable approach. As such, this commitment is as much about our Trading and Manufacturing of diamonds and business operations as it is about our people, the communities where we work, our suppliers and partners and the clients we work

with. This is our commitment to manage our activities, business processes and supply chain safely and in ways that minimize adverse environmental and social impacts.

This is a commitment to safeguard the health and safety of our employees and neighbor''s, to support the local economy and to treat our staff fairly. It is about creating wealth for all our stakeholders, embracing diversity, minimizing resource consumption and reducing our greenhouse gas emissions.

However, we recognize that we will have to be innovative and draw on our key strength - our motivated staff - in order to deliver the lasting positive outcomes that are at the core of our commitment to sustainability.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only i.e Trading and Manufacturing of diamonds.

ACKNOWLEDGEMENT: I

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For Lypsa Gems & Jewellery Limited.

Date: 30/05/2013

Place: Navsari s/d s/d s/d

(Manish Janani) (Dipan Patwa) (Jeeyan Patwa) Managing Director Chairman Director

---

Mar 31, 2012

To The Members of Lypsa Gems & Jewellery Limited.

(Formerly known as Maloo Gems & Jewellery Limited)

The Directors' present the Annual report on the business and operations of your Company for the year 2011-2012.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2012 31.03.2011 (Rs. In Lacs) (Rs. In Lacs)

Gross Sales/Income 26824.77 35765.57

Less Depreciation 5.29 5.11

Profit/(Loss) before Tax 296.28 291.63

Taxes/Deferred Taxes 86.40 96.91

Profit/(Loss) After Taxes 209.88 194.72

P& L Balance b/f 268.28 167.80

Profit/ (Loss) carried to Balance Sheet 371.84 268.28

Your Directors feel pleasure to profit after tax of Rs. 209.88 Lacs which was made possible through better production planning and customer relations. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

Mr. Jeeyan Dipankumar Patwa and Mr. Ravindra Chandulal Sanghavi, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

DIVIDEND:

The Board of Directors has recommend 5% dividend i.e. 50 paise per share on 1,40,40,000 Equity Shares of Rs. 10/- each for the year ended 31-03-2012. The dividend will entail an outflow of Rs. 81.59 Lacs (Including dividend distribution tax of Rs. 11.39 Lacs). The payment of dividend is subject to the approval of the Members at the ensuing General Meeting of the Company and

Record Date for this purpose is 29th September, 2012 and no interim dividend was paid during the year.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, the company has taken necessary steps in this regards.

A. Conservation of Energy:

(1) Energy Conservation Measures Taken:

The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy such as utmost utilization of D. G. Set run by diesel and with regular maintenance and overhauling.

(2) Impact of Measures of (A) above for reduction of energy Consumption and Consequent Impact on the cost of production of Goods: The measures listed above resulted in lower consumption.

(3) Total Energy consumption and energy consumption per unit of production.

B. Research and Development:

R & D forms the basis of Lypsa's efforts in making processes simpler, smoother and faster for the diamond industry. R & D is a highly structured activity at Lypsa and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our skilled personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgoings:

Foreign Exchange Earning is : Rs. 1,87,59,00,721.00 Foreign Exchange Outgoing is : Rs. 1,71,54,05,787.00

APPOINTMENT OF AUDITORS:

M/s Doshi Maru & Associates, Chartered Accountant, Mumbai, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

CHANGE IN THE OBJECT CLAUSE OF THE COMPANY

The Company had not changed its object clause during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto as Annexure-A

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only i.e Trading and Manufacturing of diamonds.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For Lypsa Gems & Jewellery Limited.

Date: 31/07/2012

Place: Surat S/d S/d S/d (Dipan Patwa) (Manish Janani) (Jeeyan Patwa) Chairman Managing Executive Director Director

---

Mar 31, 2011

To The Members of Maloo Gems & Jewellery Limited Surat.

The Directors' present the Fifteenth Annual report on the business and operations of your Company for the year 2010-2011

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended particulars 31.03.2011 31.03.2010 (Rs. In Lacs) (Rs. In Lacs)

Gross Sales/Income 35765.57 22528.75

Less Depreciation 2.70 2.62

Profit/(Loss) before Tax 291.63 153.89

Taxes/Deferred Taxes 97.20 44.30

Profit/(Loss) After Taxes 194.72 109.58

P& L Balance b/f 167.80 87.59

Profit/ (Loss) carried to Balance Sheet 268.28 167.80

Your Directors feel pleasure to report increase in the turnover and registering profit after tax of Rs.194.72 Lacs which was made possible through inserting capital equipment last year and better production planning. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

During the Year Mr. Bhavesh Shashikant Sheth and Mr. Pankajkumar Vrajlal Shah have been appointed as Additional Directors of the Company w.e.f. 15/02/2011 also Board recommend their appointments as Regular Directors of the Company under section 255 of the Companies Act, 1956 in this Annual General Meeting of the Company, the Board took note of the same.

Mr. Ajit Mangaldas Shah, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

DIVIDEND:

Directors have recommended divided @ 10% for the year under review.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

A. Conservation of Energy:

(1) Energy Conservation Measures Taken:

The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy such as utmost utilization of D.G.Set run by diesel and with regular maintenance and overhauling.

(2) Impact of Measures of (A) above for reduction of energy Consumption and Consequent Impact on the cost of production of Goods: The measures listed above resulted in lower consumption.

(3) Total Energy consumption and energy consumption per unit of production.

B. Research and Development:

R & D forms the basis of Maloo's efforts in making processes simpler, smoother and faster for the diamond industry. R & D is a highly structured activity at Maloo and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our engineering & manufacturing personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgoings:

Foreign Exchange Earning is 45,080,007.82 Foreign Exchange Outgoing is 62,957,316.71

APPOINTMENT OF AUDITORS:

M/s Doshi Maru & Associates, Chartered Accountant, Mumbai, who had been appointed as Auditors of the Company to in place of retiring auditor of the Company M/s. Rajesh Thakkar & Associates, Chartered Accountants, Mumbai, are the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted any deposits to which the provisions of section 58A of the Companies Act, 1956 read with Acceptance of Deposits Rules, 1975 as amended are applicable.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

CHANGE IN THE OBJECT CLAUSE OF THE COMPANY

The Company had not changed its object clause during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For Maloo Gems & Jewellery Limited

Date: 08/08/2011

Place: Surat Sd/- Sd/-

(Manish Janani) (Dipan Patwa)

Managing Director Managing Director

---

Mar 31, 2010

To The Members of Maloo Gems & Jewellery Limited Surat.

The Directors' present the Fifteenth Annual report on the business and operations of your Company for the year 2009-2010

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particular 31.03.2010 31.03.2009 (Rs. In Lacs) (Rs. In Lacs)

Gross Sales/Income 22528.75 55.94

Less Depreciation 2.62 2.53

Profit/(Loss) before Tax 153.89 48.91

Taxes/Deferred Taxes 44.30 (0.12)

Profit/(Loss) After Taxes 109.58 49.04

P& L Balance b/f 87.59 38.55

Profit/ (Loss) carried to Balance Sheet 167.80 87.59

Your Directors feel pleasure to report increase in the turnover and registering profit after tax of Rs.167.80 Lakhs which was made possible through inserting capital equipment last year and better production planning. Directors are exploring various other opportunities to further improve the working results during the current year.

DIRECTORS:

Mr. Ravindra Sanghavi Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment.

DIVIDEND:

Directors have recommend 5% divided for the year under review.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

A. Conservation of Energy:

(1) Energy Conservation Measures Taken:

The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy such as utmost utilization of D.G.Set run by diesel and with regular maintenance and overhauling.

(2) Impact of Measures of (A) above for reduction of energy Consumption and Consequent Impact on the cost of production of Goods: The measures listed above resulted in lower consumption.

(3) Total Energy consumption and energy consumption per unit of production.

B. Research and Development:

R & D forms the basis of Maloo's efforts in making processes simpler, smoother and faster for the diamond industry. R & D is a highly structured activity at Maloo and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our engineering & manufacturing personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earning is Rs 13, 70, 45, 157 /- Foreign Exchange Outgo is Rs 2,18,65,42,825 /-

APPOINTMENT OF AUDITORS:

M/s. Rajesh Thakkar & Associates, Chartered Accountants who had been appointed as Auditors of the Company to in place of retiring auditor of the Company M/s. Naimesh K Shah & Co., Chartered Accountants are the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Bombay Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

CHANGE IN THE OBJECT CLAUSE OF THE COMPANY

The Company had changed its object clause during the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For Maloo Gems & Jewellery Limited

(Formerly Known As Maloo Polymers Limited)

Date: 20/06/2010

Place: Surat Sd/- Sd/-

(Manish Janani) (Dipan Patwa)

Managing Director Managing Director

---

Mar 31, 2009

The Directors' present the Fourteenth Annual report on the business and operations of your Company for the year 2008-2009.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended

Particulars 31.03.2009 31.03.2008

(Rs) (Rs)

Gross Sales/Income 55,94,160 26,20,055

Less Depreciation 2,52,854.80 2,59,250

Profit/(Loss) before Tax 48,912,04.20 19,57,632

Taxes/Deferred Taxes (0.12) 0.03

Profit/(Loss) After Taxes 49,03,891.99 19,54,842

P& L Balance b/f 38,54,805 18,99,963

Profit/ (Loss) carried to Balance Sheet 87,58,696.99 38,54,805

Your Directors feel pleasure to report increase in the turnover and registering profit after tax of Rs.87.59 Lakhs which was made possible through inserting capital equipment last year and better production planning. Directors are exploring various other opportunities to further improve the working results during the current year.

CHANGE IN MANAGEMENT OF THE COMPANY:

The management and control of the Company have been changed, Mr. Dipan Patwa and Mr. Manish Janani have been entered as the new promoters of the Company for which Public Announcement ('PA') has been issued by the Manager to the Offer i.e., Corporate Strategic Allianz Pvt. Ltd, on behalf of the Mr. Dipan Patwa and Mr. Manish Janani collectively referred to as the Acquirer pursuant to and in compliance with Regulation 10 and 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended from time to time (the "Regulations') issued by the Securities and Exchange Board of India ('SEBI') to the Shareholders of Maloo Polymers Limited on 05th January, 2009 for which offer open on 13th February, 2009, and closed on 04th March, 2009.

DIRECTORS:

During the year Mr. Manish M Muchhala, who had been appointed as a director of the company on 19/04/2008 was resigned on 27th March, 2009. Further Mr. Ramanlal Trivedi who had been appointed on 18/04/2007 as director of the Company was resigned on 27th March, 2009.

Mr. Manish Jaysukhlal Janani, Mr. Dipankumar B Patwa, Mr. Jeeyan Patwa, Ravindra Sanghavi and Mr. Ajit Shah who had been appointed as an additional directors of the Company on 20th March, 2009 is eligible himself to appoint as a regular directors of the Company u/s 257 of the Companies Act, 1956. The Members are requested to regularize their appointment. Also Mr. Mr. Manish Jaysukhlal Janani has been appointed as Managing Director of the Company.

Mr. Ramanlal Trivedi and Mr. Manish M Muchhala, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts:

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

A. Conservation of Energy:

(1) Energy Conservation Measures Taken:

The Company accords high priority to conservation of energy. Several concrete steps have been taken to save energy such as utmost utilization of D.G.Set run by diesel and with regular maintenance and overhauling.

(2) Impact of Measures of (A) above for reduction of energy Consumption and Consequent Impact on the cost of production of Goods: The measures listed above resulted in lower consumption.

(3) Total Energy consumption and energy consumption per unit of production.

B. Research and Development:

R & D forms the basis of Maloo's efforts in making processes simpler, smoother and faster for the textile industry. R & D is a highly structured activity at Maloo and stringent quality control measures have lead to technologically superior products. There is a total concentration on up gradation of technology and standardization of components. Our engineering & manufacturing personnel have a broad range of experience in designing & producing quality machinery & inspection equipment.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earning is NIL Foreign Exchange Outgo IS NIL APPOINTMENT OF AUDITORS:

M/s. Rajesh Thakkar & Associates, Chartered Accountants who had been appointed as Auditors of the Company to in place of retiring auditor of the Company M/s. Naimesh K Shah & Co., Chartered Accountants are the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration with the provisions of section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

By Order of the Board of Directors

For Maloo Polymers Limited

Date: 02/09/2009

Place: Ahmadabad

Sd/- Sd/-

(Manish Janani) (Dipan Patwa)

Director Director