Directors Report of Mini Diamonds (India) Ltd.

Mar 31, 2012

To The Members of MINI DIAMONDS (INDIA) LIMITED

The Directors have great pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31,2012.

FINANCIAL RESULTS:

PARTICULARS 2011-2012 2010-2011

Total Income from Sales 29,44,87,350.00 21,35,36,034.90

Less: Cost of Goods Sold (28,13,22,414.00) (20,17,67,882.68)

Other Income 38,044.00 76,872.41

Total Income 1,32,02,980.00 1,18,45,024.63

Less: Operating Expenditure (65,86,102.00) (79,43,192.00)

Less: Financial Expenses (7,37,427.00) (6,31,133.00)

Profit before Depreciation, Interest and Tax 58,79,451.00 32,70,699.00

Less: Depreciation (10,97,964.00) (3,98,813.00)

Less: Interest (23,00,593.00) (5,46,928.00)

Profit before Taxes 24,80,894.00 23,24,958.00

Less: Income Tax / Fringe Benefit Tax written off (70,080.00) -

Less: Interest on Income Tax -

Less: Provision for Taxation- Current/earlier years (including FBT) (8,15,540.00) (5,82,550.00)

Net Profit for the year 15,95,274.00 17,42,408.00

Add: Balance brought forward from the Previous year 53,65,261.00 36,22,853.00

Balance carried to Balance Sheet 69,60,535.00 53,65,261.00

DIVIDEND:

Your Directors have not recommended any dividend for this financial year.

DEMATERIAUSATION OF SHARES:

Dematerialisation is the process of converting the physical form of shares into electronic form. Demateriaiisation helps to overcome the problems of delay in transfer of certificates, forgery of certificates etc. as well as reduces the transaction time as compared to the physical segment. Due to the various benefits of dematerialization of shares to the investors and the Company as well, your Directors request and recommend you to convert your physical shares in dematerialized form.

CORPORATE GOVERNANCE:

Report on Corporate Governance Is furnished as a part of the Directors' Report and forms part of this report. Certificate from Practicing Company Secretaries regarding compliance is annexed hereto and forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2012; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 at the end of the financial year ended March 31,2012 and of the profit of the Company for that year.

(iii) that the Directors have 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 have prepared the Annual Accounts for the year ended March 31,2012, on a going concern basis.

ORECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Himanshu KaJias Shah and Mr.Vlkas Upendra Nayak, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

STATUTORY AUDITORS:

Your Directors request you to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/ s. V. A. Parikh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re - appointment. The Company has also received a certificate from them under Section 224 (1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

FOREIGN EXCHANGE EARWIGS AND OUTGO:

The total exports for the year 2011 - 2012 amounts to Rs. 19,85,14,315.00/-. Efforts are being made to develop new products keeping In view the International market which is sensitive to changing fashions.

PARTICULARS Qf EMPLOYEES;

There are no such employees pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 as amended by the Companies Amendment Act, 1988. Hence, no particulars of such employees are required to be appended to this report.

EXPLANATIONS FOR AUDITORS QUALIFICATIONS IN AUDIT REPORT:

Place: Mumbai For and on behalf of the Board Directors

Date: August 27,2012 Sd/-

Upendra N. Shah

Registered Office : Chairman & Managing Director

7-A, Nusser House, Ground Floor,

Opp. Panchratna Building,

Opera House, Mumbai- 400 004

---

Mar 31, 2011

The Directors have great pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2011.

1. FINANCIAL RESULTS:

PARTICULARS 2010 - 2011 2009 - 2010

Total Income from Sales 21,35,36,034.90 18,13,17,284.63

Less: Cost of Goods Sold (20,17,67,882.68) (17,56,76,776.20)

Other Income 76,872.41 95,994.00

Total Income 1,18,45,024.63 57,36,502.43

Less: Operating Expenditure (79,43,192.00) (29,04,273.72)

Less: Financial Expenses (6,31,133.00) (2,07,857.00)

Profit before Depreciation, Interest and Tax 32,70,699.00 26,24,371.71

Less: Depreciation (3,98,813.00) (53,183.00)

Less: Interest (5,46,928.00) (4,71,311.00)

Profit before Taxes 23,24,958.00 20,99,877.71

Less: Income Tax / Fringe Benefit Tax written off - (3,09,533.00)

Less: Interest on Income Tax - (62,627.00)

Less: Provision for Taxation -Current/earlier years (including FBT) (5,82,550.00) (6,51,165.00)

Net Profit for the year 17,42,408.00 10,76,552.71

Add: Balance brought forward from the Previous year 36,22,853.00 25,46,300.46

Balance carried to Balance Sheet 53,65,261.00 36,22,853.17

2. DIVIDEND:

Your Directors have not recommended any dividend for this financial year.

3. DEMATERIALISATION OF SHARES:

Dematerialisation is the process of converting the physical form of shares into electronic form. Dematerialisation helps to overcome the problems of delay in transfer of certificates, forgery of certificates etc. as well as reduces the transaction time as compared to the physical segment. Due to the various benefits of dematerialization of shares to the investors and the Company as well, your Directors request and recommend you to convert your physical shares in dematerialised form.

4. CORPORATE GOVERNANCE:

Report on Corporate Governance is furnished as a part of the Directors'' Report and forms part of this report. Certificate from Practicing Company Secretaries regarding compliance is annexed hereto and forms part of this report.

5. COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

6. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2011; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 at the end of the financial year ended March 31, 2011 and of the profit of the Company for that year.

(iii) that the Directors have 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 have prepared the Annual Accounts for the year ended March 31, 2011, on a going concern basis.

7. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Dilip Krishnalal Thakar, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

8. STATUTORY AUDITORS:

Your Directors request you to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V.A. Parikh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re - appointment. The Company has also received a certificate from them under Section 224 (1B) of the Companies Act, 1956.

9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total exports for the year 2010 - 2011 amounts to Rs. 1,33,520,201.90/-. Efforts are being made to develop new products keeping in view the international market which is sensitive to changing fashions.

11. PARTICULARS OF EMPLOYEES:

There are no such employees pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 as amended by the Companies Amendment Act, 1988. Hence, no particulars of such employees are required to be appended to this report.

Place : Mumbai For and on behalf of the Board Directors

Date : August 25, 2011 Sd/-

Upendra N. Shah

Registered Office : Chairman & Managing Director

7-A, Nusser House, Ground Floor,

Opp. Panchratna Building,

Opera House, Mumbai- 400 004

---

Mar 31, 2010

The Directors have great pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2010.

1. FINANCIAL RESULTS:

PARTICULARS 2009-2010 2008-2009

Total Income from Sales 18,13,17,284.63 13,82,59,081.99

Less: Cost of Goods Sold (17,56,76,776.20) (13,40,41,561.00)

Other Income 95;994.00 18,41,61.30

Total Income 57,36,502.43 44,01,682.29

Less: Operating Expenditure (29,04,273.72) (24,02,510)

Less: Financial Expenses (2,07,857.00) (3,12,918.08)

Profit before Depreciation, Interest and Tax 26,24,371.71 16,86,254.21

Less: Depreciation (53,183.00) (57,711.00)

Less: Interest - (4,71,311.00) (2,09,688.00)

Profit before Taxes 20,99,877.71 14,18,855.21

Less: Income Tax / Fringe Benefit Tax written off (3,09,533.00) (9,724.00)

Less: Interest on Income Tax (61,627.00) (85,278.00)

Less: Donation (1,000.00)

Less: Provision for Taxation- Current/earlier years (including FBT) (6,51,165.00) (4,59,738.00)

Net Profit for the year 10,76,552.71 8,64,115.21

Add: Balance brought forward from the.Previous year 25,46,300.46 16,82,185.25

Balance carried to Balance Sheet 36,22,833.17 25,46,300.46

2. DIVIDEND:

Your Directors have not recommended any dividend for this financial year.

4. DEMATERIALISATION OF SHARES:

Dematerialisation is the process of converting the physical form of shares into electronic form. Dematerialisation helps to overcome the problems of delay in transfer of certificates, forgery of certificates etc. as well as reduces the transaction time as compared to the physical segment. Due to the various benefits of dematerialization of shares to the investors and the Company as well, your Directors request and recommend you to convert your physical shares in dematerialised form.

5. CORPORATE GOVERNANCE:

Report on Corporate Governance is furnished as a part of the Directors Report and forms part of this report. Certificate from Practicing Company Secretaries regarding compliance is annexed hereto and forms part of this report.

6. COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

7. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA)of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 at the end of the financial year ended March 31, 2010 and of the profit of the Company for that year.

(iii) that the Directors have 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 have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

8. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Vikas Upendra Nayak, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

9. STATUTORY AUDITORS:

Your Directors request you to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V.A. Parikh & Associates, Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re - appointment. The Company has also received a certificate from them under Section 224 (IB)oftheCompanieaAct, 1956.

10. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION:

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

11. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total exports for the year 2009 - 2010 amounts to Rs. 16,24,59,742.63/-. Efforts are being made to develop new products keeping in view the international market which is sensitive to changing fashions.

12. PARTICULARS OF EMPLOYEES:

There are no such employees pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 as amended by the Companies Amendment Act, 1988. Hence, no particulars of such employees are required to be appended to this report.

Place: Mumbai For and on behalf of the Board Directors

Date : September 8, 2010 Sd/-

UpendraN.Shah

Registered Office : Chairman & Managing Director

7-A, Nusser House, Ground Floor,

Opp. Panchratna Building,

Opera House, Mumbai-400 004

---

Mar 31, 2009

The Directors have great pleasure in presenting the 22nd Annual Report together With the Audited Statement of Accounts for the financial year ended March 31, 2009

1. FINANCIAL RESULTS:

PARTICULARS 2008 - 2009 2007 - 2008

Total Income from Sales 13,82,59.08199 20,81,14.760.01

Less: Cost of Goods Sold - (13,40,41,561.00) (20,20,52,883.00)

Other Income 18,41,61.30 156.00

Total Income 44,01,682.29 60,62,028.01

Less: Operating Expenditure (24,02,510) (32.74,313.77)

Less: Financial Expenses (3,12,918.08) (3,83,960.98)

Profit before Depreciation, interest and Tax 16,86,254.21 24,03,753,26

Less: Depreciation (57.711.00) , (40,461.00)

Less: Interest (2,09,683.00) (1.22,373.00)

Profit before Taxes 14.18.855.21 22,40.919.26

Less: Income Tax / Fringe Benefit Tax written off (9,724.00) (3,825.00)

Less: Interest on Income Tax (85,278.00) -

Less. Provision for Taxation- Current/earlier years (including FBT) (4.59,738.00) (7,12,294,00)

Net Profit for the year 8,64,115.21 15,24,800.26

Add: Balance brought forward from the Previous year 16,82,185.25 1,57,384.99

Balance carried to Balance Sheet 25,46,300.46 16,82,185.25



2. DIVIDEND:

Your Directors have not recommended any dividend for this financial year,

3. EXTENSION FOR HOLDING ANNUAL GENERAL MEETING:

There was a change in the Accounting Software of the Company in the month of March 2009. Hence, due to technical reasons, there had been a delay to migrate the data to the new software and therefore the annual accounts of the Company got delayed. Thus, the Company had applied for the extension of its Annual General Meeting and filed the necessary documents and forms with the Registrar of Companies, The approval from the Registrar of Companies was granted to the Company to hold its Annual General Meeting on or before December 27, 2009 vide letter dated September 17, 2009.

5. DEMATERIALISATION OF SHARES:

Dematerialisation is the process of converting the physical form of shares into electronic form. Dematerialisation helps to overcome the problems of delay in transfer of certificates, forgery of certificates etc as well as reduces the transaction time as compareo to the physical segment. Due to the various benefits of dematerialization of shares to the investors and the Company as well, your Directors request and recommend you to convert your physical shares in dematenalised form.

6. CORPORATE GOVERNANCE:

Report on Corporate Governance is furnished as a part of the Directors Report and forms part of this report. Certificate from Practicing Company Secretaries regarding compliance is annexed hereto and forms part of this report.

7. COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956.

8. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statement in terms of Section 217(2AA) of the Companies Act, 1956:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2009; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) that 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 at the end of the financial year ended March 31, 2009 and of the profit of the Company for that year.

(iii) that the Directors have 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 have prepared the Annual Accounts for the year ended March 31, 2009, on a going concern basis.

9. DIRECTORS:

In accordance with the provisions of the Companies Act. 1956 and Articles of Association of the Company, Mr. Himanshu Shah, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

10. STATUTORY AUDITORS:

Your Directors request you to appoint Auditors for the current year and fix their remuneration. The Auditors of the Company, M/s. V.A. Parikh & Associates. Chartered Accountants retire at the ensuing Annual General Meeting of the Company and have given their consent for re - appointment. The Company has also received a certificate from them under Section 224 (1B) of the Companies Act, 1956.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The provisions of Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable.

12. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The total exports for the year 2008 - 2009 amounts to Rs. 10,49,72,334.99/-. Efforts are being made to develop new products keeping in view the international market which is sensitive to changing fashions.

13. PARTICULARS OF EMPLOYEES:

There are no such employees pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of the Employees) Rules 1975 as amended by the Companies Amendment Act, 1988. Hence, no particulars of such employees are rquired to be appended to this report.

For and on behalf of the Board of Directors

Sd/-

Place : Mumbai Upendra N. Shah

Date : September 5, 2009 Chairman & Managing Director

Registered Office:

7-A, Nusser House. Ground Floor.

Opp. Panchratna Building,

Opera House, Mumbai- 400 004.