Directors Report of Goldiam International Ltd.

Mar 31, 2023

BOARD OF DIRECTORS’
REPORT

Dear Members,

The Board of Directors are pleased to present the
Company’s 36th Annual Report on the business and
operations of your Company (“the Company” or “Goldiam”),
along with the audited financial statements (Standalone &
Consolidated) for the F.Y. ended March 31, 2023.

FINANCIAL RESULTS

Particulars	Current Year 31.03.2023	Previous Year 31.03.2022
Sales for the year	30344.78	39072.81
Other Income	2760.81	2893.01
Total Income	33105.59	41965.82
Profit before Interest & finance charges, depreciation & taxation	7197.21	7369.80
Less: Interest & finance Charges	2.75	34.90
Operating profit before depreciation & taxation	7194.46	7334.90
Less: Depreciation, amortization & impairment of asset	213.94	234.28
Profit before Exceptional Items	6980.52	7100.62
Add: Exceptional Items	-	-
Profit before taxation	6980.52	7100.62
Current Tax & Prior Year	1330.00	1382.63
Deferred Tax Liability	-37.06	-22.39
Profit after taxation	5687.58	5740.38
Total other Comprehensive Income	346.32	721.26
Total profit	6033.90	6461.64

During the financial year ended March 31, 2023, your
Company recorded a consolidated turnover of t53318.43
lakhs as compared to the turnover of t 68774.32 lakhs in
the previous financial year ended March 31, 2022 thereby
consolidated turnover decreased by 22.47% over previous
year. The consolidated Profit before tax and exceptional
items were t11746.75 lakhs as against t14862.67 lakhs
of the previous year resulted in a decline of consolidated
profit approximately by 20.96% over previous year. The
consolidated Profit after tax stood at t8518.85 lakhs as
compared to the profit of t 10595.81 lakhs in the previous
year.

Standalone Performance

The Company has achieved a standalone turnover of t
30344.78 lakhs during the FY 2022-2023 as compared
to t39072.81 lakhs during the previous year reflects a
decline of 22.33% over the corresponding financial year
ended March 31, 2022. The standalone profit after tax of
the Company decreased by 0.92% from t 5740.38 lakhs to
t5687.58 lakhs in the current year.

INDIAN ACCOUNTING STANDARDS

Your Company and its subsidiaries had adopted Ind AS with
effect from April 1, 2017 pursuant to Ministry of Corporate
Affairs notification dated February 16, 2015 notifying the
Companies (Indian Accounting Standard) Rules, 2015.
Your Company has published Ind AS Financials for the
year ended March 31, 2023 along with comparable as on
March 31,2022.

FINANCE

Cash and cash equivalent as at March 31, 2023 was
''5168.74 lakhs. The Company continues to focus on
judicious management of its working capital. Receivables,
inventories and other working capital parameters were
kept under strict check through continuous monitoring.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations, the
consolidated financial statements have been prepared by
the Company in accordance with the applicable Ind AS.
The audited consolidated financial statements together
with Auditors’ Report form part of the Annual Report.

RETURN OF SURPLUS FUNDS TO SHAREHOLDERS

In line with the Dividend Distribution Policy of the Company
and based on the Company’s performance, the Directors
have declared 1st interim dividends of 100% (t 2/- per
share) involving a cash outflow of t2179.49 crore during
the year.

In addition to the above, on May 20, 2023 and July 5, 2023,
the Board of Directors and shareholders respectively
approved the buyback up to 21,79,493 equity shares of
t 2 each (being 2% of the total number of equity shares
in the paid-up equity capital of our Company) from the
shareholders of the Company on a proportionate basis by
way of a tender offer at a price of t150 per equity share
for an aggregate amount not exceeding t3269.24 lakhs, in
accordance with the provisions contained in the Securities
and Exchange Board of India (Buy-back of Securities)
Regulations, 2018 and the Companies Act, 2013 and rules
made thereunder.

The shareholders’ payout with respect to 1st interim
dividend and buyback including tax on buyback (excluding
transaction costs, other incidental and related expenses)
aggregated to t6200.00 lakhs, resulting in a payout of
109.00 percent of the standalone profit after tax of the
Company.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) is available
on the Company’s website at http://goldiam.com/pdf/gil-
policies/Dividend Distribution Policv.pdf.

TRANSFER TO RESERVE

The Company does not propose to transfer any portion of
profits to Reserves.

SHARE CAPITAL

The paid-up equity share capital as on March 31,2023 was
^2179.4923 lakhs.

As on March 31,2023, following Executive, Non-Executive
and Independent Directors of the Company holds equity
shares in the Company as per details given below:

Sr. No.	Name of Director	No. of shares held
1.	Mr. Rashesh M. Bhansali	4,92,37,105
	(Executive Chairman)
2.	Mr. Anmol Rashesh Bhansali	1,77,25,355
	(Whole Time Director)

STATEMENT ON INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act, Investor
Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”)
read with the relevant circulars and amendments thereto,
the amount of dividend remaining unpaid or unclaimed for a
period of seven years from the declaration date is required
to be transferred to the Investor Education and Protection
Fund (“IEPF”), constituted by the Central Government. The
Company had, accordingly, transferred ^16,73,443/- being
the unpaid and unclaimed dividend amount pertaining to
Final Dividend 2014-15 and Interim dividend 2015-16,
during the Financial year 2022-2023, to the IEPF.

Pursuant to the provisions of IEPF Rules, all shares in
respect of which dividend has not been paid or claimed
for seven consecutive years shall be transferred by the
Company to the designated Demat Account of the IEPF
Authority (‘IEPF Account’) within a period of thirty days of
such shares becoming due to be transferred to the IEPF
Account. Accordingly, the Company has transferred 26,040
equity shares on which the dividend remained unpaid
or unclaimed for seven consecutive years to the demat
account of IEPF Authority, after following the prescribed
procedure.

UNCLAIMED SHARES

As on March 31,2023, the Company has 48,500 unclaimed
equity shares of ?2/- each belonging to 44 investors, further
the Company is holding the aforesaid shares in a Demat
“Unclaimed Suspense Account” opened with Stock Holding
Corporation of India Ltd. on behalf of the shareholders.

DEPOSITS

The Company has not accepted any deposit from
public/shareholders in accordance with Section 73 of
the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 and as such,
no amount on account of principal or interest on public
deposits was outstanding as on the date of the Balance
Sheet for the year under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of Loans, Guarantees given and Investments
made during the year as required under section 186 of the
Companies Act, 2013 and Schedule V of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) regulations, 2015 have been
disclosed in the financial statements.

REVIEW OF SUBSIDIARIES

Your Company has four Subsidiaries Company. Financials
of the Subsidiaries Company are disclosed in the
Consolidated Financial Statements, which form part of this
Annual Report. A statement containing salient features of
the Financial Statements of the Subsidiaries Company is
annexed to this Annual Report pursuant to Section 129 of
the Companies Act, 2013 and Rules made thereunder in
prescribed From AOC-3A and hence not repeated here for
the sake of brevity.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013
and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company at
the link: http://goldiam.com/pdf/annual-return/MGT-7-
GIL-31-3-2023.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act,
the following are the Key Managerial Personnel of the
Company as on March 31,2023:

Mr. Rashesh Manhar Bhansali: Executive Chairman
*Mr. Anmol Rashesh Bhansali: Whole-time Director

Mr. Pankaj Parkhiya: Company Secretary & Compliance
Officer

Mrs. Darshana Faldu- Chief Financial Officer

*The designation of Mr. Anmol Rashesh Bhansali (DIN
07931599), will change from ‘Whole Time Director’ to
‘Managing Director’ with effect from August 9, 2023.

Committees of the Board

The Board of Directors has the following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details of the Committees along with their composition,
number of meetings held and attendance at the meetings
are provided in the Corporate Governance Report.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the
Companies Act, 2013 read with Companies (Management
& Administration) Rules, 2014 and Articles of Association
of the Company, Mr. Anmol Rashesh Bhansali (DIN
07931599), Whole Time Director/ Managing Director of
the Company at the ensuing Annual General Meeting
of the Company and being eligible, has offered himself
for re-appointment and the Board recommends his re¬
appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section 134(3)
(c ) read with Section 134(5) of the Companies Act, 2013 in
the preparation of the annual accounts for the year ended
on 31st March 2023 and confirm as under -

(i) in the preparation of the annual accounts for the
financial year ended March 31, 2023, the applicable
accounting standards have been followed along with
proper explanations relating to material departures, if
any;

(ii) the directors have selected such accounting policies
and applied them consistently, except for the change
in accounting policies stated in notes to the accounts
and 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 on March 31,2023
and of the statement of profit and loss and cash flow
of the Company for the period ended March 31,2023;

(iii) 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;

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

(v) proper internal financial controls to be followed by the
Company has been laid down and that such internal
financial controls are adequate and were operating
effectively; and

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

MEETING OF THE BOARD

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

INDEPENDENT DIRECTORS DECLARATION

Every Independent Director, at the first meeting of the
Board after their appointment and thereafter at the first
meeting of the Board in every financial year or whenever
there is any change in the circumstances which may affect
his/her status as an independent director, is required to
provide a declaration that he/she meets the criteria of
independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, each Independent Director
has given a written declaration to the Company confirming
that he/she meets the criteria of independence under
Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations, and that they have complied with the
Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors
fulfill the criteria of independence as provided under
the Act, Rules made thereunder, read with the Listing
Regulations and are independent of the management and
possess requisite qualifications, experience, and expertise
and hold highest standards of integrity to discharge the
assigned duties and responsibilities as mandated by Act
and Listing Regulations diligently. Disclosure regarding the
skills/expertise/competence possessed by the Directors
is given in detail in the Report on Corporate Governance
forming part of this Annual Report.

All Independent Directors have registered their name in the
databank maintained with the Indian Institute of Corporate
Affairs, (“IICA”) pursuant to Companies Act and rules made
thereunder.

ANNUAL EVALUATION OF BOARD OF ITS OWN
PERFORMANCE, ITS COMMITTEES, THE CHAIRMAN
AND INDIVIDUAL DIRECTORS INCLUDING THE
INDEPENDENT DIRECTORS

In compliance with the Sections 134 and 178 of the
Companies Act read with Regulations 17 and 19 of the
Listing Regulations, the performance evaluation of the
Board and its Committees were carried out during the year
under review.

The Board of Directors has carried out an annual evaluation
of its own performance, board committees, and individual
directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

The performance of the board was evaluated by the Board
after seeking inputs from all the directors on the basis
of criteria such as the board composition and structure,
effectiveness of board processes, information and
functioning, etc.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on

the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The performance evaluation of independent directors
was done by the entire Board, excluding the independent
director being evaluated.

In a separate meeting of Independent Directors,
Performance of Non-Independent directors, the Board as
a whole and Chairman of the Company was evaluated,
taking into account the views of executive directors and
non-executive directors.

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and
Remuneration of Directors and Senior Management
Employees. The Nomination and Remuneration Policy of
the Company was modified by the Board of Directors at its
meeting held on February 13, 2019 in light of the Amendment
Regulations. The main objective of the said policy is to
ensure that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate
the Directors, KMP and senior management employees.
The said Policy also lay down criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3)
of section 178, is appended as Annexure A to this Report
and is also uploaded on the Company’s website www.
goldiam.com (web link: http://goldiam.com/pdf/gil-policies/
Nomination-and-Remuneration-Policy.pdf )

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The familiarization programme aims to provide Independent
Directors with the Jewellery industry scenario, the socio¬
economic environment in which the Company operates, the
business model, the operational and financial performance
of the Company, significant development so as to enable
them to take well informed decisions in a timely manner.
The familiarization programme also seeks to update the
directors on the roles, responsibilities, rights and duties
under the act and other statutes.

The Board members are provided with the necessary
documents, presentation, reports and policies to enable
them to familiarize with the Company’s procedures and
practices. Updates on relevant statutory changes and
important laws are also given in the meetings.

The details of familiarization program for Directors
are posted on the Company’s website http://goldiam.
com/pdf/board-of-directors/Familiarisation%20
Programme-10-2-23.pdf.

STATUTORY INFORMATION

Information required under Section 197(12) of the
Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and forming part of this Directors’ Report for the year
ended March 31, 2023 is given in Annexure B.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm’s
length basis, in the ordinary course of business and are in
compliance with applicable provisions of the Companies
Act, 2013 and the Listing Regulations. All Related Party
Transactions are placed before the Audit Committee. Prior
omnibus approval of the Audit Committee is obtained for
related party transactions which are foreseen and repetitive
in nature and the transactions entered into pursuant to the
omnibus approval so granted are placed before the Audit
Committee for reviewing on a quarterly basis. There are
no materially significant related party transactions made by
the Company with Promoters, Directors, or Key Managerial
Personnel etc., which may have potential conflict with the
interest of the Company at large or which warrants the
approval of the shareholders. Accordingly, no transactions
are being reported in Form AOC-2, in terms of section 134
of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014. However, the details of the transactions with
Related Party are provided in the Company’s financial
statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by
the Board is uploaded on the Company’s website: http://
goldiam.com/pdf/gil-policies/Policy-on-Related-Party-
Transaction-GIL-30-3-22.pdf None of the Directors have
any pecuniary relationships or transactions vis-a-vis the
Company.

Details of contracts or arrangements or transactions not at
arm’s length basis: Nil

Details of material contracts or arrangement or transactions
at arm’s length basis: NA

AUDITORSi. AUDITORS AND THEIR REPORT

At the thirty-fifth AGM held on September 28, 2022,
the Members approved the appointment of Pulindra
Patel & Co, Chartered Accountants (Firm Registration
No. 111777W) as Statutory Auditors of the Company
to hold office for a period of five years from the
conclusion of that AGM till the conclusion of the
fortieth AGM to be held in the year 2027.

The statutory auditor’s report issued by the Statutory
Auditors on the financial statement for the financial
year ended March 31, 2023 do not contain any
qualification, reservation or adverse remark or
disclaimer and is part of the Annual Report. The
Statutory Auditors have not reported any incident of
fraud to the Audit Committee in the year under review.

ii. SECRETARIAL AUDITOR AND SECRETARIAL
AUDIT REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and rules made thereunder, the
Board has appointed M/s. R.N. Shah & Associates, a
firm of Company Secretaries in Practice (C.P.No.700)

to carry out Secretarial Audit for the financial year
2022-23.

The Secretarial Audit Report in Form No MR-3 forms
part of this Report as Annexure C. In accordance with
SEBI Circular no. CIR/CFD/CMD1/27/2019 dated
February 08, 2019, the Company has obtained, from
the Secretarial Auditor of the Company, an Annual
Secretarial Compliance Report.

The secretarial Audit Report contains following
qualification/reservation /adverse remark as follows:

The Company has defaulted in complying Regulation
13(3) of SEBI (LODR) Regulations, 2015 i.e
Non-submission of the statement on shareholder
complaints within the period prescribed under this
regulation or under any circular issued in respect of
redressal of investor grievances for the quarter ended
31st December, 2022. Due to which bSe India Ltd.
has prescribed fine of ^1,000/- per day till the date
of compliance which is accumulated to ? 22,000/-
for default of 22 days. It is further reported that the
Company has duly paid the fine for non-compliance.

Management’s Response:

The Company inadvertently failed to file the Investors
Complaints Report in XBRL format on BSE portal,
however the same was filed with NSE.

Pursuant to Regulations 24A of SEBI Listing
Regulations 2015, the Secretarial Audit Report in
Form No MR-3 of material unlisted subsidiaries of the
Company incorporated in India forming part of this
Directors’ Report for the year ended March 31,2023
is given in Annexure D.

iii. INTERNAL AUDITOR

M/s.J.H. Shah & Associates, Chartered Accountants
are our Internal Auditors. The scope of work and
authority of the Internal Auditors is as per the terms of
reference approved by Audit Committee. The Internal
Auditors monitors and evaluates the efficiency and
adequacy of internal control system in the Company,
its compliance with operating systems, accounting
procedures and policies of the Company. Significant
audit observation and recommendations along with
corrective actions thereon are presented to the Audit
Committee of the Board.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the financial year under review, the Company has
complied with the applicable SS-1 (Secretarial Standard on
Meetings of the Board of Directors) and SS-2 (Secretarial
Standard on General Meetings) issued by the Institute of
Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies Act,
2013.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

In terms of amendment to Regulation 34 (2) (f) as notified
by SEBI (LODR) (Second Amendment) Regulations, 2021
dated May 05, 2021, SEBI has mandated the new reporting
requirements on ESG parameters called the Business
Responsibility and Sustainability Report (BRSR) as part
of the Annual Report for top 1000 listed entities based on
market capitalization. In compliance with the same, the
BRSR for FY 2022-23 is attached in the format prescribed
as Annexure E and forms as part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE COURTS OR REGULATORS

There have been no significant and material orders passed
by the courts or regulators or tribunals impacting the going
concern status and Company’s operations.

PROCEEDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There was no application made or proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 during the year under review.

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

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

RISK MANAGEMENT POLICY AND ITS
IMPLEMENTATION

Risk management has always been an integral part of the
corporate strategy which complements the organizational
capabilities with business opportunities, robust planning
and execution.

In line with the new regulatory requirements, the Company
has formally framed a Risk Management Policy to identify,
assess, monitor and mitigate various risks to key business
objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at
the meetings of the Risk Management Committee of the
Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial
controls with reference to financial statements. Periodic
audits are undertaken on a continuous basis covering all
the operations i.e., manufacturing, sales & distribution,
marketing, finance, etc. Reports of internal audits are
reviewed by management and Audit Committee from time
to time and desired actions are initiated to strengthen the
control and effectiveness of the system.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the
Companies Act, 2013, the Companies (Corporate Social
Responsibility) Rules, 2014 and the various notifications/
circulars issued by the Ministry of Corporate Affairs, the
Company has contributed an amount of ?105 lakhs towards
CSR activities, the Company has undertaken projects in
the area of animal welfare and promoting preventive health
care in accordance with Schedule VII of the Companies Act,
2013 with the help of other registered trusts namely “Shree
Sumati Jeev Raksha Kendra undertaking “Jeevdaya”
project in the area of Animal Welfare and “Tata Memorial
Centre” undertaking “promoting preventive health care”
projects.

The content of CSR policy of the Company and detailed
report on CSR activities including amount spent is given
in Annexure G.

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

The Company has in place a Sexual Harassment Policy in
line with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act
2013. An Internal Committee has been set up to redress
the complaints received regarding sexual harassment at
workplace. All employees including trainees are covered
under this policy.

The following is the summary of sexual harassment
complaints received and disposed off during the current
financial year:

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited
are committed to maintain the highest standard of honesty,
openness and accountability and recognize that employees
have important role to play in achieving the goal. Further the
your Board is in believe that the employees should be able
to raise complaints concerning questionable accounting
practices, internal accounting controls or auditing matters or
concerning the reporting of fraudulent financial information
etc. free of any discrimination, retaliation or harassment,
for which the Board has established a Whistle Blower
Policy, which encouraged the employees to report their
genuine concerns and questionable accounting practices
to Mr.Ajay M. Khatlawala, Chairman of Audit Committee
through email or by correspondence through post.
Further details are available on the company’s website
www.goldiam.com.

OTHER DISCLOSURES:

Following other disclosures are made:

o During the year under review, no securities (including
sweat equity shares and ESOP) were issued to the
employees of the Company under any scheme.

o No orders were passed by any of the regulators or
courts or tribunals impacting the going concern status
and Company’s operations in the future.

o During the year under review, there were no changes
in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION:

The Board reports that no material changes and
commitments affecting the financial position of the
Company have occurred between the end of the financial
year ending March 31, 2023 and the date of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of SEBI
Listing Regulations, the Management’s discussion and
analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the
best corporate governance practices aimed at building
trust among all stakeholders-shareholders, employees,
customers, suppliers and others. Your Company believes
that fairness, transparency, responsibility and accountability
are the four key elements of corporate governance. The
Company has complied with the corporate governance
requirements under the Companies Act, 2013, and as
stipulated under the listing regulations. A separate section
on corporate governance under the listing regulations,
along with a certificate from M/s. Jigar Darji & Associates,
Company Secretaries confirming compliance, is annexed
and forms an integral part of this Annual Report.

ACKNOWLEDGMENTS

Your Directors express their appreciation for the sincere
cooperation and assistance of Central and State
Government authorities, bankers, customers, suppliers
and business associates. Your Directors also wish to
place on record their deep sense of appreciation for the
committed services by your Company’s employees. Your
Directors acknowledge with gratitude the encouragement
and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Rashesh M. Bhansali
Place: Mumbai Executive Chairman

Dated: August 8, 2023 (DIN 00057931)

---

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting their Thirty-first Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2018.

FINANCIAL RESULTS

(Rs. in Lakhs)

	Current	Previous
Particulars	Year	Year
	31.03.2018	31.03.2017
Sales for the year	12201.99	13842.20
Other Income	647.75	732.56
Total Income	12849.74	14574.76
Profit before Interest & finance charges, depreciation & taxation	1599.90	1566.75
Less: Interest & finance Charges	28.71	49.02
Operating profit before depreciation & taxation	1571.19	1517.74
Less: Depreciation, amortization & impairment of asset	176.06	184.76
Profit before Exceptional Items	1395.13	1332.98
Add: Exceptional Items	-	-
Profit before taxation	1395.13	1332.98
Current Tax & Prior Year	503.33	461.39
Deferred Tax Liability	(6.62)	(216.31)
Profit after taxation	898.42	1087.90
Total other Comprehensive Income	552.91	1070.76
Total profit	1451.33	2158.66
Add: Balance brought forward	1451.33	12329.18
Profit available for appropriation	13753.83	14487.84
Less: Appropriation:	-	124.73
Transfer to General Reserve	-	-
Interim Dividend	-	498.92
Tax on Interim Dividend	-	87.04
Proposed Dividend	374.18	124.73
Provision for Tax on
Proposed Dividend	76.17	23.32
Balance carried forward to
Balance Sheet	14754.81	13753.83

OPERATION, STATE OF AFFAIRS

The Company achieved a consolidated turnover of Rs.31861.32 lakhs as compared to Rs.31495.62 lakhs in the previous year thereby consolidated turnover increased by 1.16% over previous year. The consolidated Profit before tax and exceptional items were Rs.3273.11 lakhs as against Rs.3066.00 lakhs of the previous year resulted in growth of consolidated profit approximately by 6.76% over previous year. The consolidated Profit after tax stood at Rs.2020.73 lakhs as compared to the profit of Rs.2014.84 lakhs in the previous year.

The Company has achieved a standalone turnover of Rs.12,201.99 lakhs during the FY 2017-2018 as compared to Rs.13842.20 lakhs during the previous year resulted in decline of approximately 11.85% over previous year. The standalone profit after tax of the Company increased by 2.17% from Rs.879.31 lakhs to Rs.898.41 lakhs in the current year.

INDIAN ACCOUNTING STANDARDS

Your Company and its subsidiaries had adopted Ind AS with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Your Company has published Ind AS Financials for the year ended March 31, 2018 along with comparable as on March 31, 2017 and Opening Statement of Assets and Liabilities as on April 1, 2016.

FINANCE

Cash and cash equivalent as at March 31, 2018 was Rs.1386.58 lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the applicable Ind AS. The audited consolidated financial statements together with Auditors’ Report form part of the Annual Report.

DIVIDEND

Your Directors recommended a dividend of 15% i.e. Rs.1.50 per share on an Equity Share of Rs.10/- each for the financial year ended March 31, 2018. The dividend, if declared, by the Members at the forthcoming Annual General Meeting (AGM) shall be paid to the eligible Members of the Company on October 5, 2018. The total payout of aforesaid dividend would be approximately Rs.374.18 lakhs, excluding the corporate dividend distribution tax, as applicable.

TRANSFER TO RESERVE

The Company does not propose to transfer any portion of profits to Reserves.

SHARE CAPITAL

The paid up equity share capital as on March 31, 2018 was Rs.2494.60 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2018, following Executive, Non-Executive and Independent Directors of the Company holds equity shares in the Company as per details given below:

Sr. No.	Name of Director	No. of shares held
1.	Mr. Rashesh M. Bhansali (Executive Chairman)	13103428
2.	Mr. Anmol Rashesh Bhansali (Whole Time Director)	200000
3.	Mr. Ajay M. Khatlawala (Independent Director)	1,000

TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY (IEPF):-

Pursuant to provision of section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘Rules’), as amended to date, the Company has transferred 194411 equity shares of the Company to IEPF Demat Account IN30070810656671 in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more during the year under review.

UNCLAIMED SHARES

As on March 31, 2018, the Company has 16300 unclaimed equity shares of Rs.10/- each belonging to 59 investors, further the Company is holding the aforesaid shares in a Demat “Unclaimed Suspense Account” opened with Stock Holding Corporation of India Ltd. on behalf of the shareholders.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of Loans, Guarantees given and Investments made during the year as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 have been disclosed in the financial statements.

REVIEW OF SUBSIDIARIES AND ASSOCIATES

Your Company has three Subsidiaries and one Associate (JV) Company. Financials of the Subsidiaries and Associate Company are disclosed in the Consolidated Financial Statements, which form part of this Annual Report. A statement containing salient features of the Financial Statements of the Subsidiaries, Joint Venture and Associate Company is annexed to this Annual Report pursuant to Section 129 of the Companies Act, 2013 and Rules made thereunder in prescribed From AOC-3A and hence not repeated here for the sake of brevity.

EXTRACT OF ANNUAL RETURN

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

MEETING OF THE BOARD

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

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations, stating that the they meet the criteria of independence as provided therein.

BOARD EVALUATION

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

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

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

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and Remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The said Policy also lay down criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure B to this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Jewellery industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the directors on the roles, responsibilities, rights and duties under the act and other statutes.

The policy on Company’s familiarization programme for Independent Directors is posted on the Company’s website at www.goldiam.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manhar Ratilal Bhansali, Non-Executive Chairman and Founder Promoter of the Company expired on October 3, 2017. Mr. Manhar Ratilal Bhansali was not only a chief architect of Goldiam’s success but also a key stalwart in the Indian gems and jewellery industry. He was a true visionary leader, an amazing human being and an inspiring mentor always ready to help. Under his leadership, the Goldiam Group had grown up by leaps and bounds. His contribution towards the Company’s growth cannot be measured, but can be felt. The Board of Directors places on record their sincere appreciation for the valuable guidance and leadership provided by late Mr. Manhar Ratilal Bhansali during his tenure as a Chairman and Managing Director till August 2014 and thereafter as Non- Executive Chairman of the Company and as a Chairman and Member of various Committees of the Directors of the Company.

The Board of Directors have appointed Mr. Rashesh Manhar Bhansali, Vice Chairman and Managing Director as an Executive Chairman of the Company.

Key Managerial Personnel

The following are the Key Managerial Personnel of the Company:

Mr. Rashesh Manhar Bhansali: Executive Chairman

Mr. Anmol Rashesh Bhansali: Whole-time Director

Mr. Pankaj Parkhiya: Company Secretary & Compliance Officer

Ms. Darshana Patel- Chief Financial Officer

Committees of the Board

The Board of Directors has the following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders’ Relationship Committee

- Corporate Social Responsibility Committee

- Share Transfer Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

APPOINTMENT AND RE-APPOINTMENTS

- The tenure of Mr. Ajay M. Khatlawala as an Independent Director will expire at 31st Annual General Meeting of the Company and intimation of notice has been received from Mr. Ajay M. Khatlawala for his re-appointment.

- As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Tusli Gupta (DIN 06905143), NED retires at 31st Annual General Meeting and, being eligible offers herself for re-appointment.

- Dr. Raghavachari Srinivasan, Independent Director (DIN 00003968) is 87 years old, consent of the Members by way of Special Resolution is sought by the Company in compliance with Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, for continuance of his appointment/re-appointment as a NonExecutive Independent Director of the Company beyond the age of 75 years for the period with effect from April 01, 2019 till the expiry of his renewed tenure.

- The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Anmol Rashesh Bhansali (DIN 07931599) as Additional Director w.e.f. November 25, 2017, in terms of Section 161 of the Companies Act, 2013, he holds office up to the date of the 31st Annual General Meeting. The Board of Directors recommended for your approval to appoint Mr. Anmol Rashesh Bhansali as Whole Time Director for 5 years w.e.f. November 25, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

(ii) the directors have selected such accounting policies and applied them consistently, except for the change in accounting policies stated in notes to the accounts and 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 on March 31, 2018 and of the statement of profit and loss and cash flow of the Company for the period ended March 31, 2018;

(iii) 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;

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

(v) proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY INFORMATION

Information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of this Directors’ Report for the year ended March 31, 2018 is given in Annexure C.

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on an arm’s length basis, in the ordinary course of business and are in compliance with applicable provisions of the Companies Act, 2013 and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2, in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website http:// www.goldiam.com/download/policy/Policy%20on%20 Related%20Party%20Transaction.pdf. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

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

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

Name(s) of the related party and nature of relationship	Nature of contracts/ arrangement/ transactions	Duration of the contracts / arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advances, if any:
Goldiam USA Inc. (Wholly Owned Subsidiary)	Sale and Purchase	5 years	Value of the contract is Rs.200 Crores	N.A	N.A

Note: Audit Committee has granted omnibus approval for the related party transaction to be entered with Goldiam USA, Inc. at the meeting of Audit Committee held on May 27, 2014.

AUDITORS

i. AUDITORS AND THEIR REPORT

Pursuant to provisions of Section 139 of the Act and Rules thereunder, M/s J.D. Zatakia & Co., Chartered Accountants registered with the Institute of Chartered Accountants of India (ICAI) vide registration number 111777W were appointed as Statutory Auditors of the Company at 30th Annual General Meeting held on September 27, 2017 for a term of five consecutive years from the conclusion of the 30th Annual General Meeting scheduled till conclusion of 35th Annual General Meeting to be held in the year 2022, subject to ratification of their appointment at every subsequent Annual General Meeting.

As the first proviso to sub-section (1) of Section 139 requiring ratification, has been omitted by The Companies (Amendment Act ) 2017, as notified on May 7, 2018, resolution seeking ratification of their appointment does not forms part of the Notice convening the 31st Annual General Meeting. However, the statutory auditors have given Eligibility Certificate to continue to act as Auditors of the Company and confirmed that they hold a valid certificate issued by the “Peer Review Board” of The Institute of Chartered Accountants of India.

The Reports issued by the Statutory Auditors on the financial statement for the financial year ended March 31, 2018 do not contain any qualification, reservation or adverse remark or disclaimer and is part of the Annual Report.

ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Board has appointed M/s. R.N. Shah & Associates, a firm of Company Secretaries in Practice (C.P.No.700) to carry out Secretarial Audit for the financial year 2017-18. The report of the secretarial Auditor is annexed to this report as Annexure D. The report does not contain any qualification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

There have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company’s operations.

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

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

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk management has always been an integral part of the corporate strategy which complements the organizational capabilities with business opportunities, robust planning and execution.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management and Audit Committee from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/ circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of Rs.41.60 lakhs which includes unspent amount of Rs.5,00,000/- carried forward from F.Y. 2016-17 towards CSR activities, the Company has undertaken projects in the area of animal welfare in accordance with Schedule VII of the Companies Act, 2013 with the help of other registered trust namely “Shree Sumati Jeev Raksha Kendra undertaking “Jeevdaya” project.

The content of CSR policy of the Company and detailed report on CSR activities including amount spent is given in Annexure F.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year:-

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. Further the your Board is in believe that the employees should be able to raise complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information etc. free of any discrimination, retaliation or harassment, for which the Board has established a Whistle Blower Policy, which encouraged the employees to report their genuine concerns and questionable accounting practices to Mr. Ajay M. Khatlawala, Chairman of Audit Committee through email or by correspondence through post. Further details are available on the company’s website www.goldiam.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations, the Management’s discussion and analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders- shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from the Company’s Auditor confirming compliance, is annexed and forms an integral part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company’s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Rashesh M. Bhansali

Executive Chairman

(DIN 00057931)

Place: Mumbai

Dated: August 13, 2018

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Mar 31, 2016

BOARD OF DIRECTORS’ REPORT

Dear Members,

The Directors have pleasure in presenting their Twenty Ninth Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2016.

FINANCIAL RESULTS

(Rs. in Lakhs)

	Current	Previous
Particulars	Year	Year
	31.03.2016	31.03.2015
Sales for the year	13185.47	11894.27
Profit before Interest & finance charges, depreciation & taxation	2142.86	1651.70
Less: Interest & finance Charges	52.21	62.15
Operating profit before depreciation & taxation	2090.65	1589.55
Less: Depreciation, amortization & impairment of asset	194.99	235.42
Profit before Exceptional Items	1895.66	1354.13
Add: Exceptional Items	-	75.70
Profit before taxation	1895.66	1429.83
Current Tax & Prior Year	370.02	300.75
Deferred Tax Liability	6.74	13.67
Profit after taxation	1532.38	1115.41
Add: Balance brought forward	9745.22	9070.65
Profit available for appropriation	11277.60	10186.06
Less: Appropriation:
Transfer to General Reserve	0.00	0.00
Interim Dividend	498.92	0.00
Tax on Interim Dividend	97.42	0.00
Proposed Dividend	124.73	374.19
Provision for Tax on Proposed Dividend	122.81	66.66
Balance carried forward to Balance Sheet	10531.14	9745.21

OPERATION, STATE OF AFFAIRS AND INTERNAL CONTROL

The Company achieved a consolidated turnover of Rs.33,002.81 lakhs as compared to Rs.32,155.53 lakhs in the previous year thereby registering a growth of approximately 2.63% over previous year. The consolidated Profit before tax and exceptional items were Rs.4181.64 lakhs as against Rs.2774.17 lakhs of the previous year registering a growth of approximately 50.73% over previous year. The consolidated Profit after tax stood at Rs.3300.97 lakhs as compared to the profit of Rs. 2,184.82 lakhs in the previous year.

The Company has achieved a standalone turnover of Rs.13185.46 during the FY 2015-2016 as compared to Rs.11894.27 lakhs during the previous year thereby registering a growth of approximately 10.86% over previous year. The standalone profit after tax of the Company increased by 37.38% from Rs.1,115.41 lakhs to Rs.1532.38 lakhs in the current year.

FINANCE

Cash and cash equivalent as at March 31, 2016 was Rs.2381.36 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

CONSOLIDATED FINANCIAL STATEMENT

As stipulated by regulation 33 of Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited consolidated financial statements together with Auditors’ Report form part of the Annual Report.

DIVIDEND

The Company paid an interim dividend of 20% (Rs.2/- per share) during the years. In view to conserve resources for the future requirements, the Directors have recommended a final dividend of 5% (Rs. 0.50 per share). Thus the aggregate dividend for the year 2015-2016 is 25% (Rs. 2.50 per share) and the total payout will be Rs. 746.46 lakhs, including dividend distribution tax of Rs. 122.81 lakhs.

TRANSFER TO RESERVE

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

SHARE CAPITAL

The paid up equity share capital as on March 31, 2016 was Rs.2494.60 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, following Executive, Non-Executive and Independent Directors of the Company holds equity shares in the Company as per details given below:

Sr. No.	Name of Director	No. of shares held
1.	Mr. Manhar R. Bhansali (Chairman-NED )	71,03,428
2.	Mr. Rashesh M. Bhansali (MD-ED)	60,00,000
3.	Mr. Ajay M. Khatlawala (ID)	1,000

UNCLAIMED SHARES

As on March 31, 2016, the Company has 126200 unclaimed equity shares of Rs.10/- each belonging to 239 investors further the Company is holding these shares in a Demat “Unclaimed Suspense Account” with Stock Holding Corporation of India Ltd. on behalf of the shareholders of these shares. The voting rights in respect of these shares would remain frozen till the rightful owners claims it as per the procedure laid down under the Listing Regulations.

DEPOSITS

The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly, the disclosure requirements stipulated under the said Chapter are not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, Guarantees given and Investments made during the year as required under section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 are provided in Notes 41 of the Standalone Financial Statements.

REVIEW OF SUBSIDIARIES AND ASSOCIATES

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

EXTRACT OF ANNUAL RETURN:

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

MEETING OF THE BOARD:

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

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 of the Companies Act, 2013 and provisions of the Listing Regulations, stating that the they meet the criteria of independence as provided therein.

BOARD EVALUATION

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

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

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

NOMINATION AND REMUNERATION POLICY

The Company follows a Policy on appointment and Remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination & Remuneration Committee and the Board. The main objective of the said policy is to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate the Directors, KMP and senior management employees. The said Policy also lay down criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure B to this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarization programme aims to provide Independent Directors with the Jewellery industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant development so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the act and other statutes.

The policy on Company’s familiarization programme for Independent Directors is posted on the Company’s website at www.goldiam.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Tulsi R. Bhansali (DIN 06905143) as an Additional Director w.e.f. August 12, 2016 and Mr. Pankaj J. Parkhiya as Company Secretary and Compliance Officer of the Company w.e.f. August 10, 2015.

During the year Mr. Manish Raval has resigned from the post of Company Secretary and Compliance Officer w.e.f. April 18, 2015 further Ms. Jinal Shah, was appointed as Compliance Officer for the period from April 19, 2015 to August 9, 2015.

RESIGNATION AND RE-APPOINTMENTS

Mrs. Ami R. Bhansali resigned from the post of the Non Executive Director of the Company due to some personal reason and certain other pre-occupations w.e.f. May 27, 2016 after conclusion of the Board Meeting held on the same day. The Board placed on record its appreciation for the valuable services rendered by Mrs. Ami R. Bhansali.

As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Rashesh M. Bhansali (DIN: 00057931), Director retires at the ensuing Annual General Meeting and, being eligible offers himself for re-appointment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(5) of the Companies Act, 2013 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) the directors have selected such accounting policies and applied them consistently, except for the change in accounting policies stated in notes to the accounts and 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 on March 31, 2016 and of the statement of profit and loss and cash flow of the Company for the period ended March 31, 2016;

(iii) 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;

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

(v) proper internal financial controls to be followed by the Company has been laid down and that such internal financial controls are adequate and were operating effectively; and

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

STATUTORY INFORMATION

Information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of this Board Report for the year ended March 31, 2016 is given in Annexure C.

RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on an arm’s length basis, in the ordinary course of business and are in compliance with applicable provisions of the Companies Act, 2013 and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions which are foreseen and repetitive in nature and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2, in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements in accordance with the Accounting Standards.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website http:// www.goldiam.com/download/policy/Policy%20on%20 Related%20Party%20Transaction.pdf. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

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

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

Name(s) of the related party and nature of relationship	Nature of contracts/ arrangement/ transactions	Duration of the contracts / arrangements/ transactions	Salient terms of the contracts or arrangements or transactions including the value, if any:	Date(s) of approval by the Board, if any:	Amount paid as advances, if any:
Goldiam USA Inc. (Wholly Owned Subsidiary)	Sale and Purchase	5 years	Value of the contract is Rs. 200 Crores	N.A	N.A

Note: Audit Committee had granted omnibus approval for the related party transaction to be entered with Goldiam USA, Inc. at the meeting of Committee held on May 27, 2014.

AUDITORS

AUDITORS AND THEIR REPORT

M/s. Pulindra Patel & Co., Chartered Accountants having registration number FRN No.115187W were appointed as Statutory Auditors of your Company at the 27th Annual General Meeting held on September 30, 2014 for a term of three consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

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

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed M/s. R.N. Shah & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2015-16. The report of the secretarial Auditor is annexed to this report as Annexure D. The report does not contain any qualification.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATORS

Except as stated elsewhere about passing of Order by the Competition appellate Tribunal, there have been no significant and material orders passed by the courts or regulators or tribunals impacting the going concern status and Company’s operations.

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

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

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION

Risk management has always been an integral part of the corporate strategy which complements the organizational capabilities with business opportunities, robust planning and execution.

In line with the new regulatory requirements, the Company has formally framed a Risk Management Policy to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. Periodic audits are undertaken on a continuous basis covering all the operations i.e., manufacturing, sales & distribution, marketing, finance, etc. Reports of internal audits are reviewed by management and Audit Committee from time to time and desired actions are initiated to strengthen the control and effectiveness of the system.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Companies (Corporate Social Responsibility) Rules, 2014 and the various notifications/ circulars issued by the Ministry of Corporate Affairs, the Company has contributed an amount of approximately ''26.10 lakhs towards CSR activities, the Company has undertaken projects in the area of animal welfare, promoting preventive health care and promoting education including special education in accordance with Schedule VII of the Companies Act, 2013 with the help of other registered trusts namely “Shree Sumati Jeev Raksha Kendra undertaking “Jeevdaya” project in the area of Animal Welfare, “Dr. D Y Patil Educational Enterprises Charitable Trust” undertaking “promoting education including special education” project and “Rotary Club of Bombay Queens Necklace Charitable Trust” undertaking “promoting preventive health care” project.

The content of CSR policy of the Company and detailed report on CSR activities including amount spent is given in Annexure F.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year:-

1. Number of Complaints received : Nil

2. Number of Complaints disposed off : Nil

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors of Goldiam International Limited are committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. Further the your Board is in believe that the employees should be able to raise complaints concerning questionable accounting practices, internal accounting controls or auditing matters or concerning the reporting of fraudulent financial information etc. free of any discrimination, retaliation or harassment, for which the Board has established a Whistle Blower Policy, which encouraged the employees to report their genuine concerns and questionable accounting practices to Mr. Rajesh G. Kapadia, Chairman of Audit Committee through email or by correspondence through post. Further details are available on the company’s website www.goldiam. com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34(2)(e) of SEBI Listing Regulations, the Management’s discussion and analysis is set out in this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continue to imbibe and emulate the best corporate governance practices aimed at building trust among all stakeholders- shareholders, employees, customers, suppliers and others. Your Company believes that fairness, transparency, responsibility and accountability are the four key elements of corporate governance. The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the listing regulations. A separate section on corporate governance under the listing regulations, along with a certificate from the Company’s Auditor confirming compliance, is annexed and forms an integral part of this Annual Report.

ACKNOWLEDGMENTS

Your Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Company’s employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

For and on behalf of the Board of Directors

Sd/-

Manhar R. Bhansali

Place: Mumbai Chairman

Dated: August 12, 2016 (DIN 00058699)

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Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS:

Rs. in Lakhs)

Particulars Year Ended Year Ended 31.03.2015 31.03.2014

Sales for the year 11894.27 12,527.05

Profit before Interest & finance charges,

depreciation & taxation 1651.70 1,571.49

Less: Interest & finance Charges 62.15 82.05

Operating profit before depreciation & taxation 1589.55 1,489.44

Less: Depreciation, amortization & impairment of asset 235.42 171.14

Profit before Exceptional Items 1354.13 1,318.30

Add: Exceptional Items 75.70 0.00

Profit before taxation 1429.83 1,318.30

Current Tax & Prior Year 300.75 317.29

Deferred Tax Liability 13.67 1.38

Profit after taxation 1115.41 999.63

Add: Balance brought forward 9070.65 8,446.25

Profit available for appropriation 10186.06 9,445.88

Less: Appropriation:

Transfer to General Reserve 0.00 25.00

Interim Dividend 0.00 0.00

Tax on Interim Dividend 0.00 0.00

Proposed Dividend 374.19 299.35

Provision for Tax on

Proposed Dividend 66.66 50.87

Balance carried forward to Balance Sheet 9745.21 9070.65

OPERATION, STATE OF AFFAIRS AND INTERNAL CONTROL:

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

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

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

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

DEPOSITS:

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

TRANSFER TO RESERVE:

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

DIVIDEND

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

CONSOLIDATED FINANCIAL STATEMENT:

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

REVIEW OF SUBSIDIARIES AND ASSOCIATES:

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

MEETING OF THE BOARD:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

Companies Act, 2013 with respect to Directors'

Responsibility Statement, it is hereby confirmed that:

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

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for that period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered

under the provisions of Section 186 of the Companies

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

Statements.

EXTRACT OF ANNUAL RETURN:

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

STATUTORY INFORMATION:

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

NOMINATION AND REMUNERATION POLICY:

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

RELATED PARTY TRANSACTIONS:

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

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

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

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

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

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

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

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

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

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

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

RISK MANAGEMENT POLICY AND ITS IMPLEMENTATION:

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

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

CORPORATE SOCIAL RESPONSIBILITY:

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

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

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

BOARD EVALUATION:

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

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

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

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

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

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

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

AUDITORS:

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

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

SECRETARIAL AUDIT:

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

WHISTLE BLOWER POLICY:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

REPORT ON CORPORATE GOVERNANCE:

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

ACKNOWLEDGMENTS:

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

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

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

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Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS:

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

Sales for the year 12,527.05 9,745.77

Profit before Interest& finance

charges, depreciation & taxation 1,571.49 1,306.14

Less: Interest & finance Charges 82.05 70.97

Operating profit before

depreciation & taxation 1,489.44 1,235.17

Less: Depreciation, amortization & impairment of asset 171.14 137.98

Profit before Exceptional Items 1,318.30 1,097.19

Add: Exceptional Items 0.00 180.33

Profit before taxation 1,318.30 1,277.52

Current Tax & Prior Year 317.29 257.58

Deferred Tax Liability 1.38 170.80

Profit after taxation 999.63 849.15

Add: Balance brought forward 8,446.25 8,082.96

Profit available for appropriation 9,445.88 8,932.11

Less: Appropriation:

Transfer to General Reserve 25.00 50.00

Interim Dividend 0.00 249.46

Tax on Interim Dividend 0.00 40.47

Proposed Dividend 299.35 124.73

Provision for Tax on Proposed Dividend 50.87 21.20

Balance carried forward to Balance Sheet 9070.65 8,446.25



OPERATIONS:

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

DEPOSITS:

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

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

DIVIDEND:

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

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

SUBSIDIARY COMPANIES:

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

DEMATERIALISATION:

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

DIRECTORS:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

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

VARIOUS COMMITTEES:

a) Corporate Social Responsibility Committee:

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

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

b) Nomination & Remuneration Committee:

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

c) Stakeholder Relationship Committee:

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

REPORT ON CORPORATE GOVERNANCE:

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

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

Particulars as prescribed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as furnished herein below:

a) Conservation of Energy:

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

b) Technology Absorption:

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

c) Foreign Exchange Earnings and Outgo:

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

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board of Directors

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

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Mar 31, 2013

Dear Members,

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

FINANCIAL RESULTS:

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

Sales for the year 9,745.77 9,159.83

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

Less: Interest & finance Charges 70.97 63.67

Operating profit before depreciation & taxation 1235.17 1216.87

Less: Depreciation, amortization & impairment of asset 137.98 134.68

Profit before Exceptional Items 1097.19 1082.19

Add: Exceptional Items 180.33

Profit before taxation 1277.52 1082.19

Current Tax & Prior Year 257.58 197.79

Deferred Tax Liability 170.80 32.21

Profit after taxation 849.15 852.19

Add: Balance brought forward 8082.96 7720. 66

Profit available for appropriation 8932.10 8572.85

Less: Appropriation:

Transfer to General Reserve 50.00 55.00

Interim Dividend 249.46 274.41

Tax on Interim Dividend 40.47 44.52

Proposed Dividend 124.73 99.78

Provision for Tax on

Proposed Dividend 21.20 16.19

Balance carried forward to

Balance Sheet 8446.25 8082.96

OPERATIONS:

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

DEPOSITS:

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

DIVIDEND:

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

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

SUBSIDIARY COMPANIES:

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

GOLDIAM JEWELS:

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

DEMATERIALISATION:

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

DIRECTORS:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

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

REPORT ON CORPORATE GOVERNANCE:

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

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

Particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as furnished herein below:

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION:

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(Rs. in Lakhs)

Particulars 2012-2013 2011-2012

1) Foreign Exchange Earned

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

2) Outgo of Foreign Exchange

i) Raw Materials 3,642.49 3,345.90

ii) Consumable Stores 10.73 15.22

iii) Capital Goods 17.42 28.79

iv) Foreign Travels 8.30 15.83

v) Others 20.12 19.32

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board of Directors

Place: Mumbai MANHAR R. BHANSALI

Dated: 24th May, 2013 CHAIRMAN

---

Mar 31, 2012

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

FINANCIAL RESULTS:

(Rs in Lakhs)

Year ended Year ended 31.03.2012 31.03.2011

Sales for the year 9,159.83 8,215.36

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

Less: Interest & finance Charges 63.67 29.31

Operating profit before depreciation & taxation 1,216.87 940.82

Less: Depreciation, amortization & impairment of asset 134.68 136.98

Profit before taxation 1,082.19 803.84

Provision for taxation 230.00 169.47

Profit after taxation 852.19 634.37

Add: Balance brought forward 7,720.66 7,377.18

Profit available for appropriation 8,572.85 8,011.55

Less: Appropriation:

Transfer to General Reserve 55.00 -

Interim Dividend 274.41 249.46

Tax on Interim Dividend 44.51 41.43

Proposed Dividend 99.78 -

Provision for Tax on Proposed Dividend 16.19 -

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

OPERATIONS:

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

DEPOSITS:

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

DIVIDEND:

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

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

SUBSIDIARY COMPANIES:

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

DEMATERIALISATION:

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

DIRECTORS:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

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

REPORT ON CORPORATE GOVERNANCE:

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

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

Particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as furnished herein below:

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION:

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

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

(Rs in Lakhs)

Particulars 2011-2012 2010-2011

Total Foreign Exchange

Received 8,572.02 7,187.92

Total Foreign Exchange used:

i) Raw Materials 3,345.90 2,752.44

ii) Consumable Stores 15.22 7.71

iii) Capital Goods 28.79 20.82

iv) Foreign Travels 15.83 11.10

v) Others 19.32 26.13

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board of Directors

Place: Mumbai MANHAR R. BHANSALI

Dated: 26th May, 2012 CHAIRMAN

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting this Twenty Fourth Annual Report on the affairs of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2011.

FINANCIAL RESULTS:

(Rs. in Lacs)

Year ended Year ended 31.03.2011 31.03.2010

Sales for the year 7,862.22 5,935.17 Profit before Interest & finance charges,

depreciation & taxation 989.30 614.02

Less: Interest & finance charges 48.47 20.68

Operating profit before depreciation & taxation 940.83 593.34

Less: Depreciation, amortization & impairment of asset 136.98 122.57

Profit before taxation 803.85 470.77

Provision for taxation 169.46 (40.46)

Profit after taxation 634.39 511.23

Add: Balance brought forward 7,377.17 7,156.83

Profit available for appropriation 8,011.56 7,668.06

Appropriation:

Interim Dividend 249.46 —

Tax on Interim Dividend 41.43 —

Proposed Dividend — 249.46

Provision for Tax on Proposed Dividend — 41.43

Balance carried forward to Balance Sheet 7,720.67 7,377.17

OPERATIONS:

The operations of the Company have shown considerable improvement as compared to the previous year. The Company has achieved a turnover of Rs.7,862.22 lacs during the year under report as compared to Rs.5,935.17 lacs during the previous year reflecting a growth of 32.47% over the previous year. The profits of the Company have also shown a remarkable increase with the Company earning a net profit of Rs.634.39 lacs after tax as compared to a net profit after tax of Rs.511.23 lacs for the previous year registering an increase of 24.09%.

DEPOSITS:

The Company has not invited/ accepted any deposit from the public during the year ended 31st March, 2011. There were no unclaimed or unpaid deposits as on 31st March, 2011.

DIVIDEND:

The Board has, considering the payment of an interim dividend of Rs.1/- per equity share of Rs.10/- each fully paid-up (10%) for the year under report, decided not to recommend further dividend.

SUBSIDIARY COMPANIES:

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

During the year under report, one of the subsidiaries, Diagold Designs Limited, had initiated the process for de-bonding its unit as a 100% Export Oriented Unit (EOU) and has subsequently been de-bonded. This would enable the Company to offer its products to the ever growing domestic jewellery market. Diagold Designs Limited has, during the year under report, divested its entire stake in its Russian subsidiary company "OOO Tiara Jewels" and its Joint Venture Company in Malaysia, Goldiam Jewels SDN BHD, has closed its business and its name has been struck off as per the provisions of the country of incorporation.

DEMATERIALISATION:

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

DIRECTORS:

As per the provisions of Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Rajesh G. Kapadia and Mr. Ajay M. Khatlawala, Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

AUDITORS:

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

REPORT ON CORPORATE GOVERNANCE:

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

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

Particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as furnished herein below:

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION:

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Companys main line of business is manufacturing and exporting studded gold jewellery. The Company has achieved Export Turnover of Rs.7,216.03 lacs during the year under report, 2010-2011, as compared to Rs.5,218.33 lacs in the previous year, 2009-2010.

(In Rs.)

2010-2011 2009-2010

Total Foreign Exchange

received: 718,791,747 515,607,572

Total Foreign Exchange used

i) Raw Materials 275,244,322 169,979,301

ii) Consumable Stores 771,181 2,186,147

iii) Capital Goods 2,082,396 —

iv) Foreign Travels 1,109,658 732,000

v) Others 2,612,668 82,496

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board of Directors

Place: Mumbai MANHAR R. BHANSALI

Dated: 28th May, 2011 CHAIRMAN

---

Mar 31, 2010

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

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

31.03.2010 31.03.2009

Sales for the year 5935.17 5593.97

Profit before Interest,

depreciation & taxation 614.02 (1217.39) Less: Interest &

Finance Charges 20.68 14.07 Operating profit before

depreciation & taxation 593.34 (1231.46)

Less: depreciation, amortization & impairment of asset 122.57 163.45

Profit before taxation 470.77 (1394.91)

Provision for taxation (40.46) (32.60)

Profit after taxation 511.23 (1362.31)

Add: Balance brought forward 7156.83 8519.14

Profit available for appropriation 7668.06 7156.83

Appropriation:

Proposed Dividend 249.46 NIL

Provision for Tax on

Proposed Dividend 41.43 NIL

Balance carried forward

to Balance Sheet 7377.17 7156.83

OPERATIONS:

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

DEPOSITS:

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

DIVIDEND:

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

BUY-BACK OF EQUITY SHARES:

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

SUBSIDIARY COMPANIES:

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

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

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

1. Diagold Designs Limited 4852.04 lacs (208.86 lacs)

2. Goldiam Jewels Limited 1151.01 lacs (27.64 lacs)

3. Goldiam Jewellery Limited 6075.42 lacs 575.62 lacs

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

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

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

DIRECTORS:

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

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

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

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS:

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



REPORT ON CORPORATE GOVERNANCE:

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

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

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

A. CONSERVATION OF ENERGY:

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

B. TECHNOLOGY ABSORPTION:

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

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

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

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

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGEMENTS:

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

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

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