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Directors Report of Renaissance Jewellery Ltd.

Mar 31, 2015

The Directors take great pleasure in presenting the 26th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2014-15.

Financial Highlights

Your Company earned a Profit Before Tax (PBT) of Rs. 372 million, as compared to PBT of Rs. 328 million in the previous year. Highlights of the financial performance (Standalone) are as follows:

(Rs. in million) F.Y 2014-15 F.Y 2013-14

Sales 10604 9823

Gross Profit 648 693

PBID 574 478

Less: Interest 92 81

Less: Depreciation 110 69

PBT 372 328

Provision for Tax 28 57

PAT 344 271

Add: Balance brought forward from PY 2290 2048

Less: Residual value representing expired useful life of asset as per Schedule-II 13 -

Profit available for appropriation 2621 2319

Appropriations:

Transfer to Reserve Fund General Reserve 9 7

Dividend on Equity Shares 19 19

Corporate Dividend Tax 3 3

Balance carried forward 2590 2290

The consolidated revenue from operations of the Company for the year ended March 31, 2015 was Rs. 12764.42 million (RY Rs. 12221.60 million), an increase of 4.44% on a year-on-year basis. An earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 752.23 million (RY Rs. 620.90 million) an increase of 21.15% on a year-on-year basis. Profit After tax (PAT) was Rs. 401.57 million (RY Rs. 294.83 million) an increase of 36.20% on a year-on-year basis. A detailed analysis of the financials is given in the Management's Discussion and Analysis Report that forms part of this Annual Report.

Dividend

The Directors recommend a dividend of 10% i.e. Rs. 1/- per share (last year Rs. 1/- per equity share), subject to approval of the shareholders at the ensuing 26th Annual General Meeting. The total outgo on account of dividend amounts to Rs. 19.08 million. The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on September 23, 2015. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on September 15, 2015.

Transfer to Reserves

During the year, your Company has transferred Rs.9.00 crore to General Reserve Account.

Material Changes and Commitments

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2014-15 and till the date of this report.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of this Annual Report.

Subsidiaries

As on signing date of this report your Company has following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

5. Verigold Jewellery DMCC, Dubai

Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd., India

(Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.)

Limited Liability Partnership:

1. Aurelle Jewellery LLR India

Financial Statements/Reports of the Subsidiaries:

The Company has seven subsidiaries including five wholly owned subsidiaries and two step- down subsidiaries. The Board of Directors of the Company reviewed the affairs of subsidiaries of the Company. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report.

Further, a statement containing the salient features of the financial statement of the subsidiaries in the prescribed format of Form AOC-1, (Pursuant to first Proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014) has been added separately in this Annual Report. The Company will make available the accounts of subsidiaries upon request by any member of the Company.

Consolidated Accounts

In accordance with the requirements of Companies Act, 2013 and Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company and its subsidiary is provided in this Annual Report.

Share Capital

Issue of equity shares with differential rights

During the financial year under review, there was no issue of equity shares with differential rights in terms of Rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of Sweat Equity Shares

During the financial year under review, there was no issue of sweat equity shares as provided in Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

Issue of Shares under the Employee Stock Purchase Scheme

ESPS Compensation Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees' Stock Purchase Scheme of the Company in accordance with the applicable SEBI Guidelines.

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees' Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

The Company had opted for trust route for offering ESPS and 720000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) isRs. 18.06.

During the financial year under review, the Company has not issued any ESPS shares as well as shares equal to or exceeding 1% of the issued capital to any of the identified employee.

The applicable disclosures as stipulated under the SEBI Guidelines and Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, as on March 31, 2015, are given below.

Disclosures with respect to Employees Stock Purchase Scheme of the Company

Date of shareholders' September 5, 2008 approval: % of total Shares transferred Lock-in period to employees that would be Tranch I Tranch II released on the expiry of the Lock-in period: Lock"in period 33% 01/09/2010 01/02/2012

33% 01/09/2011 01/02/2013

33% 01/09/2012 01/02/2014

The details of the number Please refer the table given below of shares issued under ESPS

The price at which such Tranch I Tranch II

shares are issued Rs. 55/_ 65/_

(I) senior managerial personnel; 4,62,500 46,1400

(ii) any other employee who is issued shares in any one year _ _ amounting to 5% or more shares issued during that year;

(iii) identified employees who were issued shares during any one year equal to or _ _ exceeding 1% of the issued capital of the Company at the time of issuance;

Consideration received ofTharesjRs. scheme" is NA' as the scheme is not implemented directly by by the Company the Company

Loan repaid by the Trust during the year from NIL exercise price received

Following are the details of the number of shares issued under RJL ESPS - 2008 and its' status as on March 31, 2015:

Particulars Numberof Share

Shares allotted to ESPS Trust 7,20,000

Tranch - I Tranch - II

Shares offered to recommended employees by ESPS Trust 6,17,500 2,57,490 Shares transferred back to ESPS Trust due to non-acceptance/disqualification 4,62,500 2,54,490

Shares acquired by employees 58,334 14,190 Shares transferred back to ESPS Trust due to Surrender/lapse 4,04,166 2,02,500

Balance shares to be acquired by the employees 0 37,800

Balance shares with ESPS Trust to offer 6,09,676

Listing

At present 19,079,440 Equity Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2015-16. The Company's shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd. (NSDL).

Your Company has fully complied with the SEBI Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter's and promoter group's shareholding in dematerialized form. Therefore, the securities of companies are traded in the normal segment of the Exchanges.

Awards/Recognition

Your Company has always strived for the best quality and designs and has been consistently receiving recognition by various Trade Organizations and Councils, for its' performance and achievements. Following are some of the awards/recognition received by the Company in the past:

- GJEPC Award for outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports", in 2012

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes" in 2011

- Emerging India Awards 2009

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Wal-Mart's 'International Supplier of the Year' Award

- SEEPZ-SEZ Star 2000-2001 Award

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 177 of the Companies Act, 2013.

A separate report on Corporate Governance, as stipulated under the Listing Agreement, along with a certificate of Practicing Company Secretary of the Company, forms an integral part of this Annual Report. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2015 was placed before the Board of Directors and the Board has noted the same.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the Listing Agreement entered with Stock Exchanges, the cash flow statement for the year ended March 31, 2015 is annexed hereto.

Human Resources

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

Implementation of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has constituted Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No instances of Sexual Harassment of Women under the said Act have been reported in any of the units of the Company during the financial year under review.

Directors and Key Managerial Personnel

As per the provisions Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreements entered into with Stock Exchanges the Company, by appointing Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Anil K. Chopra, Mr. Arun R Sathe and Mrs. Madhavi S. Pethe as Independent Directors of the Company, had complied with the requirement of having at least one- third of the total number of Directors as Independent Directors and one lady director on the Board of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Hitesh M. Shah, Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The Board recommends re-appointment of Mr. Hitesh Shah. Brief resume of the Director proposed to be re-appointed, nature of his expertise in specific functional areas and names of companies in which he hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Company have the following whole-time Key Managerial Personnel (KMPs):

1. Mr. Sumit Shah - Managing Director

2. Mr. G. M. Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

Declaration by Independent Director:

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

Nomination and Remuneration Policy

The policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company, in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Clause 49 of the Listing Agreement.

This policy lays down the criteria for determining qualifications, positive attributes and independence of directors and evaluation of Independent Director and the Board. This policy also includes the Policy on Board diversity. The said Nomination and Remuneration policy is posted on the website of the Company www.renjewellery.com

Annual Evaluation of Independent Directors and Board

Pursuant to the provision of Section 134(3) (p) read with Rule 8(4) of Companies (Accounts) Rules, 2014 and Clause 49 of the Listing Agreementthe Nomination and Remuneration Committee has devised criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The Independent Directors and Non-independent Directors at their respective meetings evaluated performance of fellow Directors based on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

Meeting of Independent Directors

In accordance with the clause VII of Schedule IV of the Companies Act 2013 and Clause 49 (ll)(B) (6) of the Listing Agreement, a separate meeting of Independent Directors was held on July 17, 2015 without the attendance of Non-independent Directors and members of the management.

At this meeting the Independent Directors reviewed the performance of Non-independent Directors including Executive Chairman and Managing Director and the Board as a whole.

Familiarisation Program for Independent Directors

The Company has formulated Familiarisation Program to familiarise the Independent Directors with the Company and its business. The details of the program and related matters are posted on the website of the Company www, re n j ewe 11 e ry. co m

Disclosure of Pecuniary Relationship

There was no pecuniary relationship or transactions of the Non-Executive Directors vis-a-vis the Company during the year. Also, no payment, except sitting fees, was made to any of the Non-Executive Directors of the Company. No convertible instruments are held by any of the Non-Executive Directors.

Directors' Responsibility Statement

As required under provisions of Section 134 (5) of the Companies Act, 2013 the Directors hereby state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

b) selected accounting policies were applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) 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 to the best of the Directors' knowledge and ability;

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

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

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

Auditors

M/s. J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board, at its meeting held on July 31, 2015, on recommendation of Audit Committee, decided to recommend their re-appointment at the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants expressing their willingness for appointment as Statutory Auditors and to the effect that their re- appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Auditors' Report

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments by the Board. There is no qualification/reservation/adverse remark/disclaimer made in the Auditors' Report for the financial year 2014-15.

Internal Auditors

In accordance with provisions of Sections 138 of the Companies Act, 2013 and pursuant to the recommendation of the Audit Committee, M/s. Jayesh Dadia & Associates, Chartered Accountants, Mumbai have been appointed as Internal Auditors of the Company for conducting Internal Audit of the Company for the Financial Year 2014-15.

The Internal Auditors independently evaluate the internal controls, adherence to and compliance with the procedures, guidelines and statutory requirements. The Audit Committee of Board of Directors periodically reviews the reports of the internal auditors and corrective actions taken by the Management with regard thereto.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Secretarial Auditor

In accordance with provisions of Sections 204 of the Companies Act, 2013, the Board has appointed M/s V. V. Chakradeo & Co., Practicing Company Secretary, Mumbai, as Secretarial Auditors of the Company to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is enclosed herewith as Annexure - I forming part of this Director's Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Deposits

There was no deposit accepted by the Company within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under. During the financial year under review, the Company has neither invited nor accepted any deposit under Section 73 of the Companies Act, 2013 and the rules made there under and therefore, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

Following is the information required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2015

a) Conservation of Energy:

The Company continued energy conservation efforts during the year. It has closely monitored power consumption and running hours on day to day basis, thus resulting in optimum utilization of energy. The office and production areas are fitted with energy saving devices to conserve energy in the long run.

(i) the steps taken or impact on conservation of energy LED lights installed in place of CFLs which are more energy efficient with minimum maintenance and long life. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control. This step has helped reducing energy cost by 10%.

(ii) the steps taken by the Company for utilising alternate sources of energy Solar Panels installed at the Unit I of the Company as alternate source of energy.

(iii) the capital investment on energy conservation equipments Corpus for installing Solar panels is Rs. 8,06,900/-

b) Technology Absorption:

(i) the efforts made towards technology absorption The Company continuously monitors and keep track of technological upgradation in the field of Jewellery manufacturing and the same are reviewed and considered for implementation. Your Company continued its focus on quality up-gradation and product enhancements.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution a. Enhanced productivity & reduction in production time

b. Total traceability of each piece during entire manufacturing process through customized software

c. Reduction in re-work & rejection in manufacturing.

d. Enhancement of product spectrum

e. Improvement in quality of existing products

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of FY):

(a) the details of technology imported;

(b) the year of import;

(c) whether technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place & reasons thereof; and

(iv) the expenditure incurred on Research and Development As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.

Contracts and Arrangements with Related Parties

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is posed on the Company's website www.renjewellery.com

Your Directors draw attention of the members to the related party disclosures sets out in the financial statements of the Company.

Corporate Social Responsibility (CSR)

The Company has established the Corporate Social Responsibility Committee (CSR Committee) which has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The said CSR Policy is posed on the Company's website www.renjewellery.com

The Company has identified four focus areas of engagement which are as under:

Medical: Affordable solutions for healthcare through improved access and health awareness Education: Access to quality education, training and skill enhancement Humanitarian: Creating sustainable livelihood, addressing poverty, hunger and malnutrition.

Environmental, Animal Welfare, Cultural and Religious: ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources and protection of national heritage, art, culture and religion.

As required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Company (Corporate Social Responsibility Policy) Rules, 2014, the Annual Report on CSR activities is enclosed herewith as Annexure - II forming part of this Director's Report.

Risk Management

The Board of Directors has adopted Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company.

The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

Your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board. The Committee manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The primary responsibilities of this committee are to:

- Discuss with senior management, the Company's Enterprise Risk Management (ERM) and provide oversight as may be needed;

- Ensure it is apprised of the most significant risks along with the action management is taking and how it is ensuring effective ERM;

- Reviewing risk disclosure statements in any public documents or disclosures.

The Audit Committee and the Board periodically discuss the significant business risks identified by the Risk Management Committee and review the measures taken for their mitigation.

Other Disclosures:

CSR Committee

The CSR Committee comprises Mr. Niranjan A. Shah (Chairman), Mr. Hitesh M. Shah and Mr. Anil K. Chopra, as other members.

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Veekkumar C. Shah (Chairman), Mr. Arun R Sathe and Mr. Vishwas V. Mehendale, as other members.

All the recommendations made by the Audit Committee were accepted by the Board.

Meetings of the Board

Five meetings of the Board of Directors were held during the financial year under review. For further details, please refer report on Corporate Governance enclosed in this Annual Report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient, as required under Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note 40 to the Standalone Financial Statement).

Particulars of Employees

The disclosure pursuant to Section 197(12) read with Rule 5(1)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed herewith as Annexure - III forming part of this Director's Report.

Extract of Annual Return

An extract of Annual Return in Form MGT-9 as provided under sub-section (3) of Section 92 of the Companies Act, 2013 read with and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, is enclosed herewith as Annexure - IV forming part of this Director's Report.

Transfer of Unclaimed IPO Refund/Dividend to Investor Education and Protection Fund

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2007-08 is due for remittance on October 5, 2015 to the Investor Education and Protection Fund (IEPF) established by the Central Government. For the unclaimed dividend relating to other financial years and the respective IEPF Transfer due dates, please refer the statement of IEPF transfer provided in Report on Corporate Governance.

During the financial year under review, the Company has transferred unclaimed IPO refund money amounting to Rs. 54,000/-, to the IEPF

Details of Significant and Material orders passed by the Regulators or Courts

During the financial year under review, no order had been passed by the regulators/courts or tribunals which have an effect on the going concern status of the Company and its operations.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company's principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company's customers, members, vendors and Bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone (SEEPZ), the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah

Managing Director Executive Director

Mumbai, July 31, 2015


Mar 31, 2014

Dear Members,

The Directors take great pleasure in presenting the 25th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2013-14.

Financial Highlights

The Company earned a Profit Before Tax (PBT) of Rs. 328 million, as compared to PBT of Rs. 196 million in the previous year.

Highlights of the financial performance (Standalone) are as follows:

(Rs. in million)

F.Y.2013-14 F.Y. 2012-13

Sales 9823 7190

Gross Profit 693 545

PBID 478 361

Less: Interest 81 96

Less: Depreciation 69 68

PBT 328 196

Provision for Tax 57 62

PAT 271 134

Add: Balance brought forward from PY 2048 1941

Profit available for appropriation 2319 2073

Appropriations:

Transfer to Reserve Fund

General Reserve 7 3

Dividend on Equity Shares 19 19

Corporate Dividend Tax 3 3

Balance carried forward 2290 2048

The consolidated revenue from operations of the Company for the year ended March 31, 2014 was Rs. 12221.60 million (RY Rs. 9519.27 million), an increase of 28.38% on a year-on-year basis.

An earnings before interest, tax, depreciation and amortization (EBITDA) was Rs. 620.93 million (RY Rs. 462.61 million) an increase of 34.22% on a year-on-year basis. Profit after tax (PAT) was Rs. 294.83 million (RY Rs. 147.70 million) an increase of 99.61% on a year-on-year basis.

A detailed analysis of the financials is given in the Management''s Discussion and Analysis Report that forms part of this Annual Report.

Dividend

The Directors recommend a dividend of 10% i.e. Rs. 1/- per share (last year Rs. 1/- per equity share), subject to approval of the shareholders at the ensuing 25th Annual General Meeting. The total outgo on account of dividend amounts to Rs. 19.08 million.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on September 12, 2014. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on Septembers, 2014.

Subsidiaries

As on signing date of this report your Company had following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh Indirect (Step-down) Subsidiary Companies:

1. House Full International Ltd., India (Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.) Limited Liability Partnership:

1. Aurelle Jewellery LLP India

Financial statements/reports of the subsidiaries:

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors'' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2013-14 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2014 will be made available to the members on request at the Registered Office of the Company and the same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2013-14 of the Company.

The Employee Stock Purchase Scheme

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees'' Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

Following is the status of the RJL ESPS - 2008 as on August 07, 2014:

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company had opted for trust route for offering ESPS and 720000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) isRs. 14.21.

Awards/Recognition

Your Company has always strived for the best quality and designs and has been consistently receiving recognition by various Trade Organizations and Councils, for its'' performance and achievements.

Following are some of the awards/recognition received by the Company in the past:

- SEEPZ-SEZ Star 2000-2001 Award

- Wal-Mart''s ''International Supplier of the Year'' Award

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Emerging India Awards 2009

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes" in 2011

- GJEPC Award for outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports", in 2012

Corporate Governance

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 177 of the Companies Act, 2013. A separate report on Corporate Governance, along with a certificate of Practicing Company Secretary of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2014 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

Cash Flow Statement

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2014 is annexed hereto.

Consolidated Accounts

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

Listing

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2014-15. The Company''s shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid.

Your Company has fully complied with the SEBI Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter''s and promoter group''s shareholding in dematerialized form. Therefore, the securities of companies are traded in the normal segment of the Exchanges.

Human Resources

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

Directors

As per the requirement of second proviso to Section 149 (1) of Companies Act, 2013 (the Act) read with Rule 3 of Companies (Appointment and Qualification of Directors) Rules, 2014 and amended

Clause 49 of the Listing Agreement and pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, the Board of Directors at their meeting held on August 7,2014, on the recommendation made by the Remuneration and Nomination Committee at its meeting held on the same day, has appointed Dr. Madhavi S. Pethe, as an Additional Director designated as an Independent non-executive Woman Director of the Company, who shall hold office up to the date of this Annual General Meeting.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Veerkumar C. Shah, Mr. Vishwas V. Mehendale, Mr. Anil K. Chopra and Mr. Arun R Sathe, as Independent Directors of the Company.

As per Section 149 of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of Directors as Independent Directors.

In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. Niranjan A. Shah, Executive Chairman, retires by rotation at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

The Board recommends appointment(s)/ re-appointment of these Director(s).

Brief resume of the Directors proposed to be appointed/re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated underthe Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

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

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 and Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors at their meeting held on May 23, 2014 has appointed following whole-time Key Managerial Personnel:

1. Mr. Sumit Shah - Managing Director

2. Mr. Ghanshyam Walavalkar - Company Secretary

3. Mr. Dilip Joshi - Chief Financial Officer

Auditors

M/s J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board, at its meeting held on August 7, 2014, on recommendation of audit committee, decided to recommend their re-appointment at the Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants expressing their willingness for appointment as Statutory Auditors and to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Fixed Deposits

During the financial year 2013-14, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

a. Conservation of energy

The operations of the Company are not energy- intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

b. Technology absorption

Research & Development (R & D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation product enhancements.

Benefits derived as a result of the above R&D for better productivity and cost reduction:

a. Enhanced productivity and reduction in production lead time

b. Total traceability of each piece during entire manufacturing process through customized software

c. Reduction in re-work and rejection in the manufacturing process.

d. Enhancement of product spectrum

e. Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaptation & Innovation: The Company continuously monitors and keep track of technological up- gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

Directors'' Responsibility Statement

As required under Section 217 of the Companies Act, 1956 the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit 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 this act 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.

Employee Particulars

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217 (1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

Cautionary Statement

Statements in this Directors Report and Management Discussion & Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company''s principal markets, and other incidental factors.

Acknowledgements

Your Directors take this opportunity to thank the Company''s customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah Managing Director Executive Director

Mumbai, August 07, 2014


Mar 31, 2013

Dear Members,

The Directors take great pleasure in presenting the 24th report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2012-13.

Financial highlights

Your Company earned a Profit Before Tax (PBT) of Rs. 196/- millions, as compared to PBT of Rs. 446/- millions in the previous year.

Highlights of the financial performance are as follows:

(Rs. in millions) F.Y.2012-13 F.Y. 2011-12

Sales 7190.07 7094.25

Gross Profit 545 752

PBID 361 611

Less: Interest 96 102

Less: Depreciation 68 62

PBT 196 446

Provision for Tax 62 34

PAT 134 412

Add: Balance brought

forward from PY 1941 1583

Profit available for

appropriation 2074 1995

Appropriations:

Transfer to Reserve Fund

General Reserve 3 20

Dividend on Equity Shares 19 28

Corporate Dividend Tax 3 4

Balance carried forward 2048 1941

A detailed analysis of the financials is given in the Management''s Discussion and Analysis report that forms part of this Annual Report.

Dividend

The Directors recommend a dividend of 10% i.e. Rs. 1/- per share, subject to approval of the shareholders at the ensuing 24th Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 22.32 Millions.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on August 30, 2013. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 21, 2013.

Subsidiaries

During the financial year under review, the one of the wholly owned subsidiaries of your Company i.e. Caro Fine Jewellery Pvt. Ltd. was merged with the Company. The scheme of amalgamation received the High Court sanction on April 12, 2013. The Scheme of Amalgamation has become effective on May 14, 2013 on filing the same with Registrar of Companies, Mumbai. There would be no issue of shares as Caro Fine Jewellery Private Limited was a wholly owned subsidiary of Renaissance Jewellery Limited.

After closure of the financial Year under review, your Company has disinvested from M/s. Renaissance Adrienne LLC, California, its step down subsidiary i.e. subsidiary of Renaissance Jewelry N.Y Inc.

Your Company has ventured into a potent business of selling high-end Jewellery to an elite class in the domestic market, through a Limited Liability Partnership (LLP), M/s. Aurelle Jewellery LLP incorporated under the Limited Liability Partnership Act, 2008 by entering into LLP Agreement with Mr. Vikash Kanoi.

Also the Renaissance Jewellery Bangladesh Pvt. Ltd., a wholly owned subsidiary in Bangladesh has commenced its commercial production from April 1, 2013.

Hence as on signing date of this report, your Company had following direct and indirect subsidiary companies/LLP:

Direct Subsidiary Companies:

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

Indirect (Step-down) Subsidiary Companies

1. House Full International Ltd. India (Subsidiary of N. Kumar Diamond Exports Limited)

2. House Full Supply Chain Management Ltd., India (Subsidiary of House Full International Ltd.)

Limited Liability Partnership:

1. Aurelle Jewellery LLR India

Financial statements/reports of the subsidiaries

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors'' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2012-13 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31,2013 will be made available to the members on request at the Registered Office of the Company and the same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2012-13 of the Company.

The Employee Stock Purchase Scheme

Your Company, through RJL Employee Welfare Trust (ESPS Trust), has offered the ESPS shares to the recommended employees under the Tranch - I and Tranch - II of RJL Employees'' Stock Purchase Scheme - 2008 (RJL ESPS - 2008).

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company has opted for trust route for offering ESPS and 720000 shares were issued to the Trust in FY 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) is Rs. 7.01.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, leadership and achievements.

This year also, your Company has been honored by Gems and Jewellery Export Promotion Council of India (GJEPC) with the 39th Annual Award for Outstanding Export Performance under the category "Studded Precious Metal Jewellery Exports".

Following are some of the awards/recognition received by the Company in the past:

- SEEPZ-SEZ Star 2000-2001 Award

- Wal-Mart''s ''International Supplier of the Year'' Award

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Emerging India Awards 2009

- GJEPC Award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes" in 2011

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2013 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2013 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2013-14. The Company''s shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company''s shares on either of the Depositories as aforesaid. Your Company has fully complied with the SEBI Circular - Cir/ISD/3/2011, dated June 17, 2011 by achieving 100% of promoter''s and promoter group''s shareholding in dematerialized form. Therefore, the securities of companies are traded in the normal segment of the Exchanges.

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Anil K. Chopra and Mr. Vishwas V. Mehendale retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

Brief resume of the Directors proposed to be re- appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/ Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s. J. K. Shah & Co., Chartered Accountants, the present Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment at the Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants under the provisions of Section 224(1 B) of the Companies Act, 1956 expressing their willingness for appointment as Statutory Auditors, if made by the members will be within the statutory limits prescribed.

FIXED DEPOSITS

During the financial year 2012-13, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy- intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R&D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality upgradation product enhancements.

Benefits derived as a result of the above R&D for better productivity and cost reduction:

(a) Enhanced productivity and reduction in production lead time.

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development of new products of superior quality, upgradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological upgradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit 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 this act 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.

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company''s principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company''s customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit N. Shah Hitesh M. Shah

Managing Director Executive Director

Mumbai, July 30, 2013


Mar 31, 2012

The Directors take great pleasure in presenting the 23rd report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2011-12.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs. 447/- millions, a growth of 29% as compared to PBT of Rs. 345/- millions in the previous year.

Highlights of the financial performance are as follows:

(Rs. in millions)

F.Y. 2011-12 F.Y. 2010-11

Sales 7,094 6,052

Gross Profit 752 614

PBID 637 496

Less : Interest 128 101

Less : Depreciation 62 50

PBT 447 345

Provision for Tax 34 15

PAT 411 330

Add : Balance brought forward from PY 1,583 1,323

Profit available for appropriation 1,993 1,653

Appropriations:

Transfer to Reserve Fund

General Reserve 20 25

Dividend on Equity Shares 28 38

Corporate Dividend Tax 4 6

Balance carried forward 1,941 1,584

A detailed analysis of the financials is given in the Management's Discussion and Analysis report that forms part of this Annual Report.

DIVIDEND

The Directors recommend a dividend of 15% i.e. Rs. 1.5/- per share, subject to approval of the shareholders at the ensuing 23rd Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 33.26 millions.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on September 7, 2012. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 29, 2012.

SUBSIDIARIES

During the financial year under review, your Company has acquired 100% equity of M/s. Caro Fine Jewellery Pvt. Ltd. and a wholly owned subsidiary viz. Renaissance Jewellery Bangladesh Pvt. Ltd. was incorporated in Bangladesh.

During the financial year under review your Company has disinvested from M/s. Renaissance Realtors Private Limited, its step down subsidiary i.e. subsidiary of N. Kumar Diamond Exports Limited.

Hence as on March 31, 2012, your Company had following direct and indirect subsidiary companies:

DIRECT SUBSIDIARY COMPANIES

1. Renaissance Jewelry New York Inc., USA

2. Verigold Jewellery (UK) Ltd., London

3. N. Kumar Diamond Exports Limited, India

4. Caro Fine Jewellery Pvt. Ltd., India

5. Renaissance Jewellery Bangladesh Pvt. Ltd., Bangladesh

INDIRECT (STEP-DOWN) SUBSIDIARY COMPANIES

1. Renaissance Adrienne LLC, California (Subsidiary of Renaissance Jewelry N.Y Inc.)

2. HouseFull International Ltd. (Subsidiary of N. Kumar Diamond Exports Limited)

3. HouseFull Supply Chain Management Limited (Subsidiary of HouseFull International Ltd.)

FINANCIAL STATEMENTS/REPORTS OF THE SUBSIDIARIES

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the said circulars. The Company has complied with the conditions stipulated in these circulars and hence is entitled to the exemption from attaching the Directors' Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2011-12 of the Company.

Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2012 will be made available to the members on request at the Registered Office/Corporate office of the Company and the same will be kept open for inspection by any member during the office hours of the Company.

Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements attached with the Annual Report 2011-12 of the Company.

THE EMPLOYEE STOCK PURCHASE SCHEME

In accordance with RJL Employees' Stock Purchase Scheme - 2008 (RJL ESpS-2008) as approved by the members at the 19th Annual General Meeting, the ESPS Compensation committee at it's meeting held on January 20, 2011, had considered the onward offering of ESPS shares to the recommended employees under the Tranch II.

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration.

The Company has opted for trust route for offering ESPS and 720,000 shares were issued to the Trust in F.Y 2008-09 for onward offering to the recommended employees. Hence, basic and Diluted Earning Per Share (EPS) is Rs. 21.58.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, leadership and achievements.

This year also, your Company has been honored by Gems and Jewellery Export Promotion Council of India with the award for topping the export performance under the category "Studded Precious Metal Jewellery Exports from EPZ/EOU Complexes".

Following are some of the awards/recognition received by the Company in the past:

- SEEPZ-SEZ Star 2000-2001 Award

- Wal-Mart's 'International Supplier of the Year' Award

- GJEPC Award for being the largest exporter of studded precious metal Jewellery in 2008

- Emerging India Awards 2009

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act,

1956. A separate report on Corporate Governance, along with a certificate of Practicing Company Secretary, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2012 was placed before the Board of Directors and the Board has noted the same. A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2012 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. The Company has paid the applicable listing fees to these Stock Exchanges for the financial year 2012-13. The Company's shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. & National Securities Depository Ltd. In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Company's shares on either of the Depositories as aforesaid.

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Veerkumar Shah and Mr. Arun Sathe retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment.

The Board has approved the re-appointment of Mr. Sumit Shah as Managing Director of the Company for the further period of five year and the approval of the members is being sought at this Annual General Meeting.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s. S. R. Batliboi & Associates, Chartered Accountants, the statutory auditors of the Company have expressed their unwillingness for re-appointment at the ensuing Annual General Meeting. The Audit Committee members and the Board of Directors have recommended the appointment of M/s. J. K. Shah & Co., Chartered Accountants as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Company has received a letter from M/s. J. K. Shah & Co., Chartered Accountants under the provisions of Section 224(1B) of the Companies Act, 1956 expressing their willingness for appointment as Statutory Auditors, if made by the members will be within the statutory limits prescribed.

AUDITORS OBSERVATIONS

As explained in Note 40 to the financial statements, the Auditors have observed that the basis of computing cost of loose polished diamonds, is not in accordance with the method prescribed under Accounting Standard (AS) - 2 'Valuation of Inventories' impact whereof on the profit for the year and therefore, they are unable to comment on the consequent effect thereof on the accompanying financial statements.

Management Perception:

In view of management, considering the nature of variation in the value of individual diamonds, the differentials in their costs, and numerous number of assortments and re-assortments to multiple grades, it is not practicable to maintain grade-wise inventory records and to compute the cost of loose polished diamonds using either first in first out, weighted average cost or Specific Cost. Inventory as at the year end is based on management's best technical estimate of replacement cost of the respective grade of diamonds.

FIXED DEPOSITS

During the financial year 2011-12, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy- intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R & D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation product enhancements.

Benefits derived as a result of the above R & D for better productivity and cost reduction:

(a) Enhanced productivity and reduction in production lead time.

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been taken for further development

of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological up-gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies

Act, the Directors hereby confirm that:

i. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit 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 this act 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.

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Company's principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Company's customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah Managing Director Executive Director

Mumbai, July 30, 2012


Mar 31, 2010

The Directors take great pleasure in presenting the 21st report on the business and operations of your Company along with the Annual Report and Audited Financial Statements for the Financial Year 2009-10.

FINANCIAL HIGHLIGHTS

Your Company earned a Profit Before Tax (PBT) of Rs. 260 Millions, a growth of 22.64% as compared to PBT of Rs. 212 Millions in the previous year.

Highlights of the financial performance are as follows: 2009-10 2008-09

Sales 4,753 . 6,694

Gross Profit 477 455

PBID 382 381

Less: Interest 81 132

Less: Depreciation 41 37

PBT 260 212

Provision for Tax 26 9

PAT 234 203

Add: Balance brought forward

from RY 1,151 997

Profit available for appropriation 1,385 1,200

Appropriations:

Transfer to Reserve Fund

General Reserve 18 15

Dividend on Equity Shares 38 29

Corporate Dividend Tax 6 5

Balance carried forward 1,323 1,161

A detailed analysis of the financials is given in the Managements Discussion and Analysis report that forms part of this Annual Report,

DIVIDEND

The Directors recommend a dividend of 20% i.e. Rs. 2/- per share, subject to approval of the shareholders at the ensuing 21st Annual General Meeting. The total outgo on account of dividend and tax thereon amounts to Rs. 44,643,981/-.

The dividend, if declared at the meeting, shall be paid within the stipulated period, to those members of the Company whose names appear on the Register of Members of the Company as on August 25, 2010. In respect of shares held in Electronic form, the dividend will be paid to the beneficial owners as per details furnished by the Depositories for this purpose at the close of business hours on August 17, 2010.

SUBSIDIARIES

During the financial year under review, your Company has formed one subsidiary company viz. Verigold Jewellery (UK) Ltd. at London, United Kingdom to access & explore UK & European Market.

Also the US based subsidiary, Renaissance Jewelry New York, Inc., has entered into a Joint venture with Adrienne Designs, Santa Ana, California viz. Renaissance Adrienne LLC for distribution of gold chains & other Jewellery products.

Hence as on March 31, 2010, your Company had two foreign subsidiaries viz. Renaissance Jewelry New York, Inc. (RJNY) & Verigold Jewellery (UK) Ltd., London and one step-down subsidiary viz. Renaissance Adrienne LLC, California.

Pursuant to Section 212 of the Companies Act, 1956, the Company is required to attach to its Annual Report the Directors Report and financial statements of its subsidiaries. The Company had applied to the Central Government of India for an exemption from attaching the Directors Report, Balance Sheet and Profit and Loss Account of its subsidiaries to the Annual Report 2009-10. The Central Government, vide its letter No. 47/581/2010-CL-lll dated June 8, 2010, has granted the exemption for the year ended March 31, 2010. Accordingly, the financial statements of the subsidiaries of the Company are not attached to the Annual Report of the Company. The Company undertakes that the financial statements of the subsidiary companies for the year ended March 31, 2010 will be made available to the members on request at the Registered Office/Corporate office of the Company and same will be kept open for inspection by any member during the office hours of the Company.

SHARE CAPITAL

As a result of amalgamation of Verigold Fine Jewellery Private Limited and L. J. Creations Private Limited with the Company, the Authorised share capital of the Company stands increased to Rs. 27,00,00,000/- (Rupees Twenty Seven Crores only) divided into Rs. 2,70,00,000/- (Two crore Seventy Lacs) Equity shares of Rs. 10/- (Rupees Ten only) each.

THE EMPLOYEE STOCK PURCHASE SCHEME

The Company has, in accordance with the Employee Stock Purchase Scheme as approved by the members at the 19,h Annual General Meeting, issued 720,000 (Seven Lac Twenty Thousand) equity shares @ of Rs. 50/- per share to

RENAISSANCE JEWELLERY LIMITED

The RJL Employee Welfare Trust for onward offering the. same to the recommended employees.

The ESPS Compensation Committee at its meeting held on July 30, 2009 has considered the onward offering of ESPS shares to the recommended employees.

The Committee after considering the eligibility criteria under the Scheme offered these shares to certain employees at the rate of Rs. 10/- per share with premium of Rs. 40/- per share.

Thus, during the financial year under consideration 6,17,500 ESPS shares were offered to the recommended employees of the Company and its subsidiary, as per the details given below;

Name of Designation No of % of Consideration Employee Shares Shares receivereceivable issued during the year (A) Renaissance Jewellery Ltd. Amount (Rs.)

Mr. Neville Tata Executive 1,25,000 20.24 2,083,350 2,083,350 2,083,300

Director

Mr. Nikesh Shah VP - 1.25.000 20.24 2,083,350 2,083,350 2,083.300 Production

Mr. Parag Shah VP - 50,000 8.10 833.350 833,350 833,300

Operations

Mr.Sandeep Shah VP - 50,000 8.10 833,350 833,350 833..300

Procurement

Sub Total (A) 3,50,000 56.68

(B) Renaissance Jewelry New York Inc.

Mr. Nilesh Shah Chief Financial 75,000 12.15 1,250,000 1,250,000 1,250,000 Officer

Mr. AviLevy President- 1.25,000 20.24 2.083.350 2.083,350 2.083,300

Sales

Mr. Samir Sr. VP- 37,500 6.07 625,000 625,000 625,000

Sanghani Sales

Ms. Holly White VP - 15000 2.43 250,000 250.000 250,000 Sales

Ms. Robin RotStein VP - 15,000 2.43 250,000 50,000 250,000

Merchandising

The Company has not issued shares equal to or exceeding 1% of the issued capital to any of the identified employee during the financial year under consideration

Diluted Earning Per Share (EPS) pursuant to issuance of shares under ESPS: Rs.12.28.

AWARDS/RECOGNITION

Your Company has consistently received wide recognition for Quality, Designs, Leadership and Achievements.

Your Company has been honored with Emerging India Awards 2009, the Indias SME sector award jointly organized by ICICI Bank and CNBC TV18 to recognize and reward Indias most globally competitive SMEs whose business practices are at par with global giants.

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable provisions of Clause 49 and Section 292A of the Companies Act, 1956. A separate report on Corporate Governance, along with a certificate of Statutory Auditors of the Company, is annexed herewith. A certificate from the Managing Director and CFO of the Company confirming internal controls and checks pertaining to financial statements for the year ended March 31, 2010 was placed before the Board of Directors and the Board has noted the same, A list of the committees of the Board and names of their members and the scope of each of these committees and other related information is detailed in the enclosed Corporate Governance Report.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the listing agreement with Stock Exchanges, the cash flow statement for the year ended March 31, 2010 is annexed hereto.

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary is annexed to this Report.

LISTING

At present 19,079,440 Equity Shares of the Company are listed on the BSE and NSE. TheCompany has paid the applicable listing fees to these Stock Exchanges for the financial year 2010-11. The Companys shares are tradable compulsorily in electronic form and the Company has established connectivity with both the depositories, i.e. Central Depository Services (India) Ltd. (CDSL) & National Securities Depository Ltd, (NSDL) In view of the numerous advantages offered by the depository system, members are requested to avail of the facility of dematerialization of the Companys shares on either of the Depositories as aforesaid,

HUMAN RESOURCES

Employees are the key assets of the Company and the Company has created a healthy and productive work environment which encourages excellence. Your Company has put in place a- scalable requirement and human resource management process, which enables it to attract and retain employees of the high caliber. The Company continuously invests in training staff in the latest technology.

DIRECTORS

Mr. Pramod Lele, Independent Director of the Company resigned from the Board of your Company, w.e.f.April 15, 2010. The Board places on record its appreciation for the valuable services rendered by Mr. Lele during his tenure as the member of the Board and its Committees.

Mr. Arun Sathe was appointed as an Independent Director to fill the casual vacancy caused by resignation of Mr. Pramod Lele, at the Board Meeting held on May 27, 2010.

Mr. Veerkumar Shah and Mr. Vishwas Mehendale retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment. - The Board recommends their re-appointment.

Brief resume of the Directors .proposed to be appointed/ re-appointed, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Membership/Chairmanship of Board Committees, as stipulated under the Listing Agreement with the Stock Exchanges are provided in the Notice forming part of this Annual Report.

AUDITORS

M/s J. K, Shah & Co, the present Statutory Auditors of the Company, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Board recommends their re-appointment.

FIXED DEPOSITS

During the financial year 2009-10, the Company has not accepted any fixed deposit within the meaning of Section 58A of the Companies Act, 1956, and as such, no amount of principal or interest was outstanding as of the date of the Balance Sheet.

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

The particulars as prescribed under sub-section (1)(e) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings > and outgo are furnished hereunder:

(a) Conservation of energy

The operations of the Company are not energy-intensive. The Company, however, takes measures to reduce and optimize energy consumption by using energy efficient computers, CFL bulbs and ballast-based lighting. Further, offices have been designed to maximize the use of ambient lighting while conserving the air conditioning. The expense on power in relation to income is nominal and under control.

(b) Technology absorption

Research & Development (R&D): Since businesses and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company lays a great emphasis on knowledge management and has an institutionalized process for absorption of new technologies. Your Company continued its focus on quality up-gradation- product enhancements.

Benefits derived as a result of the above R & D for better productivity and cost reduction:

(a) Enhanced productivity and reduction inproduction lead time:

(b) Total traceability of each piece during entire manufacturing process through customized software.

(c) Reduction in re-work and rejection in the manufacturing process.

(d) Enhancement of product spectrum.

(e) Improvement in quality of existing products.

Future plan of action: Research and Development has been considered as a continuous process. Steps have been, taken for further development of new products of superior quality, up-gradation of existing product designs to improve the quality and reduction in rejections.

Expenditure on R & D: As per the established Accounting Policy Expenditure incurred on Research & Development remains merged with the respective heads.

Technology Absorption, Adaption & Innovation:

The Company continuously monitors and keep track of technological up-gradation taking place in other countries in the field of Jewellery manufacturing and the same are reviewed and considered for implementation.

(c) Foreign exchange earnings and outgo: FY. 2009-10 JF.Y. 2008-09

Foreign Exchange Eam.rgs 4746 85 6687.56

Foreign Exchange Outgo 2236.77 2918.71

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217 of the Companies Act, the Directors hereby confirm that:

(i) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 at the end of the financial year and of the profit 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 this act 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.

EMPLOYEE PARTICULARS

The Company does not have any employee whose particulars are required to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and under Section 217(1)(e) of the said Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion & Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable Securities laws and regulations. Actual results could differ materially from those expressed or implied due to risk of uncertainties associated with our expectations with respect to, but not limited to, changes in Government regulations, tax regimes, economic developments within India and the countries in which the Company conducts business, technological changes, exposure to market risks, general economic and political conditions in India and which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, the performance of the financial markets in India and globally and raw material availability and prices, demand & pricing in the Companys principal markets, and other incidental factors.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank the Companys customers, members, vendors and bankers for their continued support during the year. Your Directors also wish to thank the Government of India and its various agencies, the Santacruz Electronics Export Processing Zone, the Customs and Excise department, the Reserve Bank of India, the State Governments of Maharashtra, and other local Government Bodies for their support, and look forward to their continued support in the future.

Your Directors also place on record their appreciation for the excellent contribution made by all employees of the Company through their commitment, competence, co-operation and diligence to duty in achieving consistent growth for the Company.

For and on behalf of the Board,

Sumit Shah Hitesh Shah

Managing Director Executive Director

Mumbai, May 27, 2010



 
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