Directors Report of Golkunda Diamonds & Jewellery Ltd.

Mar 31, 2015

To,

The Member/s,

GOLKUNDA DIAMONDS & JEWELLERY LIMITED

The Directors have pleasure in submitting their 25th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS / STATE OF COMPANY'S AFFAIRS:

The summarized standalone results of your Company are given in the table below:

(Amount in Rs. '000)

PARTICULARS 31/03/2015 *31/03/2014

Net Sales / Income from Business Operations 934,905,271 1,198,072,042

Other Income - 50,000

Total Income 934,905,271 1,198,122,042

Profit/(loss) before Depreciation & Tax 35,090,826 80,902,496

Less: Depreciation 3,215,954 2,197,140

Less: Provision for Income Tax (including for earlier years) 12,027,657 28,332,253

Less: Provision for Deferred Tax (270,274) (126,964)

Net Profit/(Loss) After Tax 20,117,489 50,500,067

Add: Profit/(Loss) brought forward from previous year 125,706,405 81,780,151

Less: Dividend Distribution 3,482,040 3,482,040

Less: Amount Transferred to General Reserve 2,500,000 2,500,000

Profit/(Loss) carried to Balance Sheet 139,132,991 125,706,405

Earning per share (Basic & Diluted) 2.89 7.25

Previous year's Figures have been regrouped / rearranged wherever necessary

DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs. 0.50/- i.e. @ 5% per Equity Share for the current financial year. The dividend if approved and declared in the forthcoming Annual General meeting would result a Dividend outflow of Rs. 3,482,040/- and dividend Distribution Tax of Rs. 708,861/- aggregating a total outflow of Rs 4,190,901/-.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds as contemplated under Section 125 of the Companies Act, 2013 lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF)

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with interest of the company at large. The particulars of such contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached herewith in Annexure I in Form No. AOC -2.

All Related Party transactions were placed before the Audit Committee and the Board for Approval.

The Policy of Related party transactions/Disclosures are approved by the Board is posted on the Company's website viz www.golkunda.com.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of Business during the year under review.

DEPOSITS:

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding deposits in terms of Section 77 of the Companies Act, 2013. Further there were no Deposits which are not in compliance of the requirements of Chapter V of the Act.

SHARE CAPITAL:

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs. 69,640,800./- (Rupees Six Crores Ninety Six Lacs Forty Thousand Eight Hundred Only), comprising 6,964,080 (Sixty Nine Lacs Sixty Four Thousand Eighty) Equity shares of Rs.10/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year under review, the Company had 8 (Eight) Board meetings on 26.05.2014, 10.06.2014, 14.08.2014, 27.09.2014, 13.11.2014, 13.02.2015, 24.02.2015 and 02.03.2015

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to provisions of Companies Act, 2013 and in terms of SEBI Circular dated April 17, 2014 requiring all Listed Companies to mandatorily have a Woman Director' on the Board, the Company inducted Ms. Roli Gupta (DIN: 07109930), as an Non Executive Independent Director with effect from March 02, 2015. Appointment of Ms. Roli Gupta was approved by the members of the Company vide Extraordinary General Meeting held on 24.04.2015.

Mr. Arvind Dadha retire at this Annual General Meeting and being eligible offer themselves for re election.

Appointment of Mr. Kanti Kumar Dadha and Mr. Ashish Dadha has been recognized as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 in the position of Managing Director and Chief Financial Officer (CFO) respectively.

Ms. Priya Khandelwal has resigned as Company Secretary of the Company w.e.f. 02.06.2014 during the year under review.

The Company has appointed Ms. Pooja Sanghavi as Company Secretary and Compliance Officer of the Company w.e.f. 02.05.2015.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) that the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year; and

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

BOARD EVALUATION:

Pursuant to provisions of Companies Act, 2013, Schedule IV and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees.

In line with effective governance requirements, the Board reviews its own performance annually using a pre-determined template designed as a tool to facilitate the evaluation process. The assessment was built around the functioning of the Board as a whole, its Committees and also the evaluation of Individual Directors.

While the individual directors' performance was reviewed by the Chairman and the rest of the Board excluding the Director being evaluated, the Chairman's and Non-independent Directors performance was appraised through feedback from Independent Directors.

AUDIT COMMITTEE:

The Audit Committee consists of the following members:

Sr. No. Name Category Position

1 Mr. Mangilal Maloo Independent Director Chairman

2 Mr. Gautam Chand Dadha Independent Director Member

3 Mr. B. K. Ashok Independent Director Member

During the year under review, the Board has accepted all the recommendation of the Audit Committee.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In Compliance with the provisions of section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has adopted a Whistle Blower Policy as a vigil mechanism for directors and employees of the Company

The Whistle Blower Policy is disclosed on the Company's website www.golkunda.com.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to requirements of Clause 49 of the Listing Agreement, the Company has a familiarization programme for Independent Directors with regard to their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc The Board Members are provided with all necessary documents/ reports and internal policies to enable them to familiarise with the Company's procedures and practices and keep themselves abreast of the latest corporate, regulatory and industry developments.

The same has been posted on website of the Company viz; www.golkunda.com.

RISK MANAGEMENT:

The Company has constituted Risk Management Committee and it comprises of Mr. Kanti Kumar Dadha as Chairman of the Committee and Mr. Arvind Dadha and Mr. Karan Singh Baid as Members of the Committee.

The Company has formulated Risk Management Policy which provides an overview of the principles of risk management, explains approach adopted by the Company for risk management, develops a "risk" culture that encourages all employees to identify risks and associated opportunities and to respond to them.

The Risk Management Committee (RMC) maintains comprehensive oversight on all risks and its management and provides guidance on risk Management activities, reviews results of risk assessment and mitigation plan development process, review and monitor working of risk management process and report to the Board of Directors on the status of risk management initiatives and their effectiveness.

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.

CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of Section 135 of the Companies Act, 2013 and Companies (CSR Policy) Rules. 2014, the Company has formulated and posted CSR Policy on website of the Company viz; www.golkunda.com.

The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, undertaken by the Company during the year is attached as an 'Annexure II' to this Report.

NOMINATION & REMUNERATION COMMITTEE:

In compliance with the provisions of Companies Act, 2013, your Company re-aligned its existing 'Remuneration Committee' as 'Nomination & Remuneration Committee' with an enhanced scope and functions as stipulated under new law. The Nomination & Remuneration Committee comprises of Mr. Mangilal Maloo as Chairman and Mr. Gautam Chand Dadha and Mr. B. K. Ashok as members of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company re-aligned its existing 'Shareholders Grievance & Share Transfer Committee' as 'Stakeholders Relationship Committee' with enhanced scope and functioning. The Stakeholders Relationship Committee comprises of Mr. Mangilal Maloo as Chairman and Mr. Gautam Chand Dadha and Mr. B. K. Ashok as members of the Committee.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Nilesh Shah & Associates, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year ended March 31, 2015.

The Secretarial Audit Report is annexed herewith as an 'Annexure III'.

"EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

There are no adverse qualification, reservations or remarks in the statutory auditors report.

Other observations made by statutory auditors in their report read together with information and explanation given in financial statements along with notes to accounts are self explanatory and do not call for further explanation.

As regards to observation of Secretarial Auditor regarding non-appointment of company secretary in the capacity of Key Managerial Personnel, the Board state that after resignation of previous company secretary, the Company has taken steps to find the suitable candidate and has appointment Ms. Pooja Sanghavi as Company Secretary w.e.f. 02.05.2015"

NOMINATION AND REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Board has, on recommendation of Nomination & Remuneration Committee, formulated a Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of Companies Act, 2013.

Nomination and Remuneration Policy has been annexed to the Corporate Governance Report.

STATUTORY AUDITORS:

M/s. Motilal & Associates, Chartered Accountants, were appointed as the Statutory Auditors for a period of 5 years in the Annual General Meeting held on 27.09.2014. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

DETAILS OF FRAUD REPORTED BY AUDITORS:

There were no frauds which are reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

EXTRACTS OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in 'Annexure IV and is attached to this Report.

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

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Conservation of energy:

The Company is engaged in manufacturing of gems and jewellery and as such its operations do not account for substantial energy consumption However, the Company is taking all possible measures to conserve energy. Several environment friendly measures were adopted by the Company such as Installation of capacitors to save power, Installed Thin Film Transistor (TFT) monitors that saves power, LED Lights, Creating environmental awareness by way of distributing the information in electronic form, Minimising air-conditioning usage, Shutting off all the lights when not in use.

Technology absorption:

The Company follows the hybrid model to improve, optimize, cost efficiency, agility and manage costs through usage of infrastructure as per business cycles and needs. The activities and business of the Company are such that it does not involve use of ultra modern technologies.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earning: Rs. 927,593,205/- Foreign Exchange Outgo: Rs. 216,251,335/-

EMPLOYEES:

Information on particulars of employees' remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The ratio of remuneration of each director to the median employee's remuneration and other details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this Report as Annexure V.

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

There were no instances / complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is attached herewith and forms a part of this report.

CEO / CFO CERTIFICATION:

In accordance with the provisions of the Listing Agreement pertaining to Corporate Governance norms, Mr. Kanti Kumar Dadha, Managing Director and Mr. Ashish Dadha, Chief Financial Officer, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2015.

ACKNOWLEDGMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

GOLKUNDA DIAMONDS AND JEWELLERY LIMITED

KANTI KUMAR DADHA

Chairman & Managing Director

Date: 14.08.2015

Place: Mumbai

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Mar 31, 2014

The Member''s,

GOLKUNDA DIAMONDS & JEWELLERY LIMITED

The Directors'' have pleasure in presenting their 24th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

PARTICULARS 2013-14 2012-13

Sales & Income from Operation 1,19,80,72,042 1,13,48,71,267

Other Income 50,000 37,350

Total Expenditure 1,09,30,51,880 1,07,96,25,006

Interest 2,41,67,666 3,01,34,953

Profit Before Depreciation and Taxation 8,09,02,496 2,51,48,658

Depreciation 21,97,140 26,73,404

Profit Before Taxation 7,87,05,356 2,24,75,254

Provision for Taxation 2,75,00,000 76,46,000

Prior Years Tax Adjustment 8,32,253 NIL

Deferred Tax -1,26,964 -2,30,945

Profit After Taxation 5,05,00,067 1,50,60,199

Transfer to General Reserve 25,00,000 NIL

OPERATIONS:

The sales of the company have grown marginally by 5.6% to 119.81 crores while the profitability of the business has seen a significant improvement. The profit for the year increased from Rs 2.24 crores to Rs 7.87 crores, an increase of around 250 %. We focused on the year in improving our margins substantially which we achieved through better cost controls and value added products. In this very difficult export market scenario, the company has successfully consolidated its sales volumes in major markets. The company sees potential in its core markets and is aggressively making further inroads in these countries. We are investing in state of the art machines, technology for efficient operations to be able to retain our market share in our core product categories.

The forecast for the current year looks increasingly positive and we are optimistic that we will expand ourselves and outperform the overall industry growth.

DIVIDEND:

Considering the profitability, financial position of the Company, the Board of Directors of the Company have pleasure in recommending dividend @ of 5% i.e. Rs.0.50 per Equity Share of the Company.

DIRECTORS:

In terms of provisions of section 152(6) of the Companies Act, 2013 read with provisions of Articles of Association of the Company, Mr. Karan Singh Baid, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment.

COMPANIES ACT, 2013:

The Ministry of Corporate Affairs has made a major part of the provisions of the Companies Act, 2013 effective from April 1, 2014. The new Companies Act, 2013 aims at enhanced disclosures and reporting for the corporate section with numerous compliance requirements.

Your Company is geared to implement and comply with the new requirements of law. As a beginning towards this, you Company constituted/re-aligned various Committees of the Board of Directors in accordance with the Provisions of Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (AA) of the Companies Act, 1956 and provisions of Section 134(5) of the Companies Act, 2013 to the extent notified and made applicable, your Directors give hereunder the Director''s Responsibility Statement pertaining to the accounts of the Company:- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation statement relating to material departures.

2. 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 on 31st March, 2014 and of the Profit & Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with

the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. These accounts have been prepared on a going concern basis.

5. The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit under Section 58A of the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. A. J. Baliya & Associates, Chartered Accountants, (having FRN 100948W) present Statutory auditor of the Company, hold office until the conclusion of the ensuing Annual General Meeting. They have expressed their inability to continue for the next year and consequently do not seek re-appointment at the ensuing Annual General Meeting. Your Board recommends the appointment of M/s Motilal & Associates, Chartered Accountant (having FRN 106584W) as statutory Auditor of the Company. M/s Motilal & Associates, Chartered Accountant having furnished a certificate of their eligibility under section 139(1) of Companies Act, 2013.

AUDITORS OBSERVATION:

The observations of statutory auditors read along with notes to accounts are self explanatory and do not call for further explanation.

PARTICULARS OF EMPLOYEES:

Particulars of Employees within the meaning of the Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 read with the provisions of the Companies Act, 2013 and rules made there under to the extent notified and made applicable, there are no employees drawing salary above monetary limit specified in above Rules and therefore, no particulars need to be furnished in this regard.

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

The information required under section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 and provisions of section 134 of the Companies Act, 2013 read with rules made there under to the extent notified and made applicable is as follows:

A. Conservation of energy The Company is taking all possible steps to conserve resources in its operations.

B. Technology absorption N. A.

C. Foreign Exchange earnings and outgo For the year ended 31.03.2014

a) Earnings in foreign Currency Rs. 1,12,12,39,002/-

b) Expenditure in Foreign Currency Rs. 12,98,44,335/-

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is attached herewith and forms a part of this report.

AUDIT COMMITTEE:

The Audit Committee of the Company comprises of 2 Independent Non-Executive Directors and 1 Professional Independent Non- Executive Director.

The Chairman of the Audit Committee is Mr. Mangilal Maloo.

Mr. Karan Singh Baid, Whole Time Director is the Permanent Invitee to the meeting of Audit Committee.

ACKNOWLEDGEMENT:

The Directors wish to place on record their admiration for the services rendered by the executives and employees of the Company at all levels. The Board also takes this opportunity to express its appreciation for the continued support received from the Shareholders, the Banking institutions including the State Bank of India, the SEEPZ Authorities and all other stakeholders, during the year.

CEO / CFO CERTIFICATION:

In accordance with the provisions of the Listing Agreement pertaining to Corporate Governance norms, Mr. Kanti Kumar Dadha, Managing Director, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2014.

REGISTERED OFFICE: By and on behalf of G-30, Gems & Jewellery Complex III, THE BOARD OF DIRECTORS SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY Mumbai-400 096 LIMITED

KANTI KUMAR DADHA Date: 26.05.2014 (Chairman & Managing Director)

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Mar 31, 2013

To, The Member/s of GOLKUNDA DIAMONDS & JEWELLERY LIMITED

The Directors'' have pleasure in presenting their 23rd Annual Report and Audited Statement of Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS:

(Amount in Rs. ''000)

PARTICULARS 2012-13 2011-12

Sales & Income from Operation 1134871 1159687

Other Income 37 137

Total Expenditure 1079625 1114998

Interest 30135 23313

Profit Before Depreciation and Taxation 25148 21513

Depreciation 2673 2330

Profit Before Taxation 22475 19183

Provision for Taxation 7646 6579

Prior Years Tax Adjustment 0 404

Deferred Tax (231) (46)

Profit After Taxation 15060 12246

OPERATIONS:

The profitability of the business has seen improvement. The profit for the year increased from Rs 122 lakhs to Rs 151 lakhs, an increase of 24%. We will continue to focus on increasing margins substantially this year. In this very difficult export market scenario and volatile gold prices, your company has successfully consolidated of its sales volumes. Your company''s sales for the year stood at Rs 113.48 Crores. Your company continues to adopt innovative marketing initiatives to further increase the topline. With latest software and better operations, we have been able to retain all our existing customers with improved business.

The forecast for the current year looks increasingly positive and we are optimistic that we will expand ourselves and outperform the overall industry growth.

DIVIDEND:

Considering the necessity of conserving financial resources for future growth and expansion of the business of the Company and in view of financial position of the Company, the Board of Directors do not recommend payment of dividend on equity shares of the Company for the financial year ended 31.03.2013.

DIRECTORS:

In terms of provisions of section 255 and 256 of the Companies Act, 1956 read with provisions of Articles of Association of the Company, Mr. Gautam Chand Dadha and Mr. Arvind Dadha, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their re-appointment.

DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to an amendment to Section 217 of the Companies act, 1956, your Directors give hereunder the Director''s Responsibility Statement pertaining to the accounts of the Company:- 1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation statement relating to material departures.

2. 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 on 31st March, 2013 and of the Profit & Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. These accounts have been prepared on a going concern basis.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit under Section 58A of the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. A. J. Baliya & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. The said Statutory Auditors having furnished a certificate of their eligibility under Sec. 224(1B) of the Companies Act, 1956, are eligible for re-appointment. The Board recommends their re-appointment.

The observations of statutory auditors read along with notes to accounts are self explanatory and do not call for further explanation.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2A) of the Company Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, there are no employees drawing salary above monetary limit specified in above Rules and therefore, no particulars need to be furnished in this regard.

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

The particulars as prescribed under Sub Sec. (1)(e) of Section 217, of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given hereunder.

A. Conservation of energy The Company is taking all possible steps to conserve resources in its operations.

B Technology absorption N. A.

C. Foreign Exchange earnings and outgo

For the year ended 31.03.2013

a) Earnings in foreign Currency Rs. 108,12,70,256/-

b) Expenditure in Foreign Currency Rs. 2,47,22,487/-

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is attached herewith and forms a part of this report.

AUDIT COMMITTEE:

The Audit Committee of the Company comprises of 2 Independent Non-Executive Directors and 1 Professional Independent Non-Executive Director.

The Chairman of the Audit Committee is Mr. Mangilal Maloo.

The terms of reference of the Audit Committee are in accordance with the provisions of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement pertaining to Corporate Governance norms.

Mr. Karan Singh Baid, Whole Time Director is the Permanent Invitee to the meeting of Audit Committee.

LISTING ARRANGEMENT:

The Company''s Equity Shares are listed on Bombay Stock Exchange, Hyderabad Stock Exchange and Jaipur Stock Exchange. The Company has paid its Annual Listing Fees to the above stock Exchanges for the financial year 2013-14.

CEO / CFO CERTIFICATION:

In accordance with the provisions of the Listing Agreement pertaining to Corporate Governance norms, Mr. Kanti Kumar Dadha, Managing Director, has certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial year ended 31.03.2013.

ACKNOWLEDGEMENT:

The Directors wish to place on record their admiration for the services rendered by the executives and employees of the Company at all levels. The Board also takes this opportunity to express its appreciation for the continued support received from the Shareholders, the Banking institutions including the State Bank of India, the SEEPZ Authorities and all other stakeholders, during the year.

REGISTERED OFFICE: By and on behalf of

G-30, Gems & Jewellery Complex III, THE BOARD OF DIRECTORS

SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY LIMITED

Mumbai-400 096 KANTI KUMAR DADHA

Date: 30.05.2013 (Chairman & Managing Director)

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Mar 31, 2012

To, The Member/s of GOLKUNDA DIAMONDS & JEWELLERY LIMITED

The Directors' have pleasure in presenting their 22nd Annual Report and Audited Statement of Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS:

(Amount in Rs. '000')

PARTICULARS 2011-12 2010-11

Sales & Income from Operation 1159687 1009067

Other Income 137 129

Total Expenditure 1114998 970804

Interest 23313 20772

Profit Before Depreciation and Taxation 21513 17620

Depreciation 2330 2145

Profit Before Taxation 19183 15475

Provision for Taxation 6579 5550

Prior Years Tax Adjustment 404 -

Deferred Tax (46) (278)

Profit After Taxation 12246 10203

OPERATIONS:

This has been another highly successful year for your company. Your company's sales for the year crossed Rs 100 crores to reach Rs 115.00 Crore. With the reasonable recovery in world economy, your company was able to tap many new customers and increased presence in various markets. Your company continues to adopt innovative marketing initiatives to further increase the to pline. With latest software and better operations, we have been able to retain all our existing customers with improved business. The profitability of the business has also seen improvement and we are focusing on increasing margins substantially.

The forecast for the current year looks very positive across various regions and we are optimistic that we will continue to expand ourselves and outperform the overall industry growth.

DIVIDEND:

Considering the necessity of conserving financial resources for future growth and expansion of the business of the Company and in view of financial position of the Company the Board of Directors do not recommend payment of dividend on equity shares of the Company for the financial year ended 31.03.2012.

DIRECTORS:

In terms of provisions of section 255 and 256 of the Companies Act, 1956 read with provisions of Articles of Association of the Company, Mr. Ashok Kumar K. Bekal and Mr. Mangilal Maloo, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Board recommends their re-appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to an amendment to Section 217 of the Companies act, 1956, your Directors give hereunder the Director's Responsibility Statement pertaining to the accounts of the Company:-

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

2. 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 on 31st March, 2012 and of the Profit & Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. These accounts have been prepared on a going concern basis.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit under Section 58A of the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. A. J. Baliya& Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. The said Statutory Auditors having furnished a certificate of their eligibility under Sec. 224(1B) of the Companies Act, 1956, are eligible for re-appointment. The Board recommends their re-appointment.

The observations of statutory auditors read along with notes to accounts are self explanatory and do not call for further explanation.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2A) of the Company Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, there are no employees drawing salary above monetary limit specified in above Rules and therefore, no particulars need to be furnished in this regard.

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

The particulars as prescribed under Sub Sec. (1)(e) of Section 217, of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given hereunder.

A. Conservation of energy The Company is taking all

possible steps to conserve resources in its operations.

B. Technology absorption N.A.

C. Foreign Exchange earnings and outgo For the year ended 31.03.2012

a) Earnings in foreign Currency Rs.106,20,63,446/-

b) Expenditure in Foreign Currency Rs. 8,64,03,432/-

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is attached herewith and forms a part of this report.

ACKNOWLEDGEMENT:

The Directors wish to place on record their admiration for the services rendered by the executives and employees of the Company at all levels. The Board also takes this opportunity to express its appreciation for the continued support received from the Shareholders, the Banking institutions including the State Bank of Indore, the SEEPZ Authorities and all other stakeholders, during the year.

REGISTERED OFFICE: By and on behalf of

G-30, Gems & Jewellery Complex III, The Board of Directors

SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY LTD.

Mumbai-400 096

Date: 29.05.2012 KANTI KUMAR DADHA

(Chairman & Managing Director)

---

Mar 31, 2010

The Directors have pleasure in presenting their 20th Annual Report and Audited Statement of Accounts for the year ended 31st March, 2010

FINANCIAL RESULTS:

(Amount in Rs.OOO)

PARTICULARS 2009-10 2008-09

Sales & Income from Operation 816397 559746

Other Income (15695) 71176

Total Expenditure 773892 575533

Interest 17439 28382

Profit Before Depreciation and Taxation 9370 27007

Depreciation 2113 1949

Profit Before Taxation 7257 25028

Provision for Taxation 2600 9250

Prior Years Tax Adjustment (61) 0

Fringe Benefit Tax 0 100

Deferred Tax (400) (93)

Profit After Taxation 5118 15801

Balance Carried to Balance Sheet 50831 45713

OPERATIONS:

The industry has seen an uptrend in the last one year and your company has seized on this opportunity and has performed better than in the recent past. To continue this upward sales momentum, the marketing and sales effort has been further bolstered with participation in various new trade exhibitions across the globe and in India. Your company has added many new customers across different geographical areas in the past one year. There has been a special focus given to customer services and reduction in turnaround time for customer orders resulting in positive feedbacks from a lot of customers. There have been several technological initiatives undertaken in the manufacturing facilities to get better operational efficiency.

The forecast for the current year looks very positive across various regions and we are optimistic that we will continue to expand ourselves and outperform the overall industry growth.

DIVIDEND:

Considering the necessity of conserving financial resources for future growth and expansion of the business of the Company and in view if financial position of the Company, the Board of Directors do not recommend payment of dividend on equity shares of the Company for the financial year ended 31.03.2010.

DIRECTORS:

In terms of provisions of section 255 and 256 of the Companies Act, 1956 read with provisions of Articles of Association of the Company. Shri. Karan Singh Baid and Shri. B. K. Ashok, Directors of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The Board recommends their re- appointment.

Shri. Mahesh Kumar Dadha has resigned as Independent Non-Executive Director of the Company w.e.f. 03.05.2010. The Board places on record its appreciation for time and efforts extended for the benefit of the Company.

Shri. Mangi Lal Maloo has been appointed as Additional Independent Non-Executive Director of the Company w.e.f. 30.04.2010. Pursuant to the provisions of Section 260 of the Companies Act, 1956, his term of appointment expires at the ensuing Annual General Meeting. Considering his knowledge and expertise, the Board of Directors of the Company are of the opinion that he must continue on the Board. The Company has received notice from existing shareholder of the Company as required under section 257 of the Companies Act, 1956 along with necessary deposit proposing the candidature of Shri. Mangi Lai Maloo as Director of the Company. Your Board recommends his appointment as an independent director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to an amendment to Section 217 of the Companies act, 1956, your Directors give hereunder the Directors Responsibility Statement pertaining to the accounts of the Company:-

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation statement relating to material departures.

2. 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 on 31" March, 2010 and of the Profit & Loss Account of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. These accounts have been prepared on a going concern basis.

FIXED DEPOSIT:

The Company has not accepted any Fixed Deposit under Section 58A of the Companies Act, 1956, read together with the Companies (Acceptance of Deposits) Rules, 1975.

AUDITORS:

M/s. A. J. Baliya & Associates, Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. The said Statutory Auditors having furnished

a certificate of their eligibility under Sec. 224(1 B) of the Companies Act, 1956, are eligible for re-appointment. The Board recommends their re-appointment.

The observations of statutory auditors read along with notes to accounts are self explanatory and do not call for further explanation.

PARTICULARS OF EMPLOYEES:

Pursuant to Section 217 (2A) of the Company Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, there are no employees drawing salary above monetary limit specified in above Rules and therefore, no particulars need to be furnished in this regard.

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

The particulars as prescribed under Sub Sec. (1)(e) of Section 217, of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given hereunder.

A. Conservation of energy The Company is taking all

possible steps to conserve resources in its operations.

B. Technology absorption N. A.

C. Foreign Exchange earnings and outgo For the year ended 31.03.2010

(Rs. in Thousand)

a) Earnings in foreign Currency Rs.769200/-

b) Expenditure in Foreign Currency Rs. 16741/-

CORPORATE GOVERNANCE:

A separate section covering the Management Discussion and Analysis and Corporate Governance as per the requirements of Clause 49 of the Listing Agreement is attached herewith and forms a part of this report.

ACKNOWLEDGEMENT:

The Directors wish to place on record their admiration for the services rendered by the executives and employees of the Company at all levels. The Board also takes this opportunity to express its appreciation for the continued support received from the Shareholders, the Banking institutions including the State Bank of Indore, the SEEPZ Authorities and all other stakeholders, during the year.

REGISTERED OFFICE: By And On Behalf Of

G-30, Gems & Jewellery Complex III, The Board Of Directors

SEEPZ, Andheri (East), GOLKUNDA DIAMONDS & JEWELLERY LIMITED

Mumbai-400 096

Date: 29.05.2010 KANTI KUMAR DADHA

(Chairman & Managing Director)