Directors Report of Swarnsarita Jewels India Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 33^rd Annual Report on the Standalone and Consolidated Audited Statement of Accounts of Swarnsarita Jewels India Limited [''the company"] for the Financial Year ended March 31, 2025

â¢ FINANCIAL RESULTS:

(Amount in Lakhs except EPS)
Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	67369.58	68116.85	76136.97	76969.32
Other Income	586.49	478.33	104.57	157.82
Total Revenue	67956.07	68595.18	76241.54	77127.14
Total Expenses	66849.57	67904.56	75333.95	76465.67
Profit/(Loss) before exceptional and extraordinary items and tax	1106.50	690.63	907.58	661.47
Exceptional Items	0.00	0.00	0.00	0.00
Extraordinary Items	0.00	0.00	0.00	0.00
Net Profit Before Tax	1106.50	690.63	907.58	661.47
Provision for Tax
- Current Tax	322.00	174.00	322.20	174.00
- Deferred Tax (Liability) / Assets	(35.89)	7.98	(36.29)	8.16
- Excess/(short) provision for earlier years	91.00	---	91.61	---
Net Profit After Tax	728.78	508.64	530.26	479.31
Profit/(Loss) from Discontinued operations	0.00	0.00	0.00	0.00
Tax Expense of Discontinued operations	0.00	0.00	0.00	0.00
Profit/(Loss) from Discontinued operations (after tax)	0.00	0.00	0.00	0.00
Profit/(Loss) for the period	728.78	508.64	530.26	479.31
Other Comprehensive Income	(10.80)	(7.55)	(10.80)	(7.55)
- Items that will not be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Income tax relating to items that will not be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Items that will be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Income tax relating to items that will be reclassified to profit or loss	0.00	0.00	0.00	0.00
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	739.58	516.19	541.06	486.86
Earnings per equity share (for continuing operation):
- Basic (In Rs.)	3.49	2.44	2.54	2.30
- Diluted (In Rs.)	3.49	2.44	2.54	2.30

â¢ REVIEW OF OPERATIONS Standalone:

During the year under review, the Standalone total Income was Rs. 67956.07/- Lakhs as against Rs. 68116.85/-Lakhs for the corresponding previous year.

Total Comprehensive income for the period was Rs. 739.58/-Lakhs as against Rs.516.19/-Lakhs in the corresponding previous year.

Consolidated:

During the year under review, the consolidated total Income was Rs. 76241.54/- Lakhs as against Rs.77127.14/- Lakhs for the corresponding previous year.

Total Comprehensive Consolidated income for the period was Rs. 541.06/- Lakhs as against Rs.486.86/- Lakhs in the corresponding previous year.

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

The Gems and Jewelry business will continue its growth path through various initiatives, including launching of new collections & Designs, increasing share of studded jewelry and achieving design leadership. In coming year the Company would drive for strong and profitable growth in all its consumer businesses.

â¢ TRANSFER TO RESERVES:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

â¢ DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the Listing Regulations is annexed to the report as ANNEXURE I and is incorporated herein by reference and forms an integral part of this report.

â¢ SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2025 is Rs.22,00,00,000.00 (Rupees Twenty Two Crore) divided into 2,20,00,000 (Two Creore Twenty Lakhs) Equity Shares of Rs.10.00 each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2025 is Rs.20,87,68,000.00 comprising of 2,08,76,800 shares of Rs.10.00 each. During the year under review, the Company has not issued any equity shares.

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Inductions / Appointment or Re-appointment of Director:

Pursuant to the provisions of Section 152 of the Act, Mr. Sunny Mahendra Chordia retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends her re-appointment. We seek your support and hope you will enthusiastically vote in confirming abovementioned appointment.

Further note that, The Board of Director of the Company had considered the proposal the re-appointment of Mr. Mahendra Madanlal Chordia, Managing Director for the five years, with effect from 01^st April, 2026 to 31^stMarch 2023. Members are requested to approve the abovementioned re-appointment at the Annual General Meeting.

Cessation of Directorship:

There were no director was resigned from the Board of the Company during the year under review: the abovementioned director of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:
Sr. No.	Name of KMP	Designation
1.	Mr. Mahendra M. Chordia	Managing Director
2.	Mr. Sunny Mahendra Chordia	Whole-time Director
3.	Mrs. Rajul Chordia	Whole-time Director
4.	Mr. Sanket Dangi	Chief Financial Officer
5.	Mr. Deepak Suthar	Company Secretary and Compliance Officer

â¢ DECLARATION BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industry and business model through induction program at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

â¢ BOARD MEETINGS

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (''AGM'') of the Shareholders. Additional meetings are held, when necessary.

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting. During the year ten board meeting were held. Date of board meetings are (in dd.mm.yyyy format) 29.05.2024, 11.07.2024, 14.08.2024, 27.08.2024, 04.10.2024, 14.11.2024, 30.12.2024, 14.01.2025, 12.02.2025 and 17.03.2025

Attendance details of Directors for the year ended March 31, 2025 are given below:
Name of the Directors	Category	No. of Board Meetings attended
Mr. Mahendra Madanlal Chordia	Managing Director	10
Mr. Sunny M. Chordia	Whole-time Director	10
Mrs. Rajul Chordia	Whole-time Director	10
Mr. Umang Mitul Mehta	Independent Director	10
Mr. Dhruvin Bharat Shah	Independent Director	10
Mr. Deep Lakhani	Independent Director	10

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

The Board''s policy is to regularly have separate meetings with Independent Directors, to update them on all business related issues, new initiatives and changes in the industry specific market scenario. At such meetings, the Executive Directors and other Members of the Management make presentations on relevant issues. The policy for Familiarization Programme for Independent Directors is available on our website www.swarnsarita.com.

â¢ BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

â¢ COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them. The Committee met 4 (Four) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

The Committee met 4 (Four) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The Board of Directors is authorized to decide Remuneration to Executive Directors. The Remuneration structure comprises of Salary and Perquisites. Salary is paid to Executive Directors within the Salary grade approved by the Members. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and non-monetary outlay.

In terms of requirements prescribed under Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.During the year, there have been no changes to the Policy. The same is annexed to this report as ANNEXURE II and is available on our website www.swarnsarita.com. Details of remuneration paid to Directors and Key Managerial Personnel are given in the Corporate Governance Report along with shareholding in a Company.

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholder''s / Investor''s complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders. The Committee met 04 (Four) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

As per provisions of Companies Act, 2013 and including amendment thereof. The CSR Committee was framed. The following are the member/chairman of the committee:

Sr. No.	Name of Director & Designation	Designation in committee	Date of Appointment
1	Mr. Deep Shailesh Lakhani	Chairman	01-04-2020
2	Mr. Mahendra Madanlal Chordia	Member	01-04-2020
3	Mr. Sunny Mahendra Chordia	Member	01-04-2020

The (CSR) Committee met 04 (Four) times during the year at (in dd.mm.yyyy format) 29.05.2024, 14.08.2024, 14.11.2024, and 12.02.2025

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(e) 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.

(f) 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.

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as ANNEXURE III and forms part of this Report. Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/- per month if employed for part of the year. Further, the names of top ten employees in terms of remuneration drawn are disclosed in ANNEXURE IV and forms part of this Report.

â¢ EXTRACT OF ANNUAL RETURN:

Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will available at the website of the Company at www.swarnsarita.com.

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 regarding Subsidiary Company is enclosed as ANNEXURE V and forms part of this Report.

â¢ STATUTORY AUDITORS'' AND AUDITORS'' REPORT:

The Members of the Company at their 32^nd annual general meeting held on 24th September, 2024 have appointed M/s Banshi Jain & Associates, Chartered Accountants as the Statutory Auditor of the Company for the second term to hold office till the conclusion of the 37^th Annual General Meeting to be held in the year 2029. A certificate confirming that, requirements prescribed under provisions of Section 141 of the Companies Act, 2013 have been fulfilled, has been received from the Statutory Auditor.

â¢ SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, a peer reviewed firm, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as ANNEXURE VI to this report.

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

M/s. Deep Shukla & Associates, Practicing Company Secretaries, a peer reviewed firm, have been appointed to give Annual Secretarial Compliance Certificate. The Annual Compliance Certificate is enclosed as ANNEXURE VII to this report.

â¢ INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. Further, Viral P. Shah & Company, Chartered Accountants, Ahmedabad, Gujarat were appointed as Internal Auditors of the Company pursuant to section 138 of the Companies Act, 2013 for FY 2024-25.

â¢ EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

â¢ VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.swarnsarita.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

â¢ RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

The Company does not fall under the ambit of top 500 listed entities, determined on the basis of market capitalisation as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.

â¢ CORPORATE GOVERNANCE REPORT

We ensure that, we evolve and follow the corporate governance guidelines and best practices sincerely, not only to boost long-term shareholder value, but also to respect minority rights. We consider it as our inherent responsibility to disclose timely and accurate information regarding our operations and performance, as well as the leadership and governance of the Company.

Pursuant to the Listing Regulations, the Corporate Governance Report along with the Certificate from a Practicing Chartered Accountants, regarding compliance of conditions of Corporate Governance, is annexed as ANNEXURE VIII and forms part of this Report.

â¢ DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2025

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of loan given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statement. (Please refer to Note to the standalone financial statement).

â¢ INSURANCE:

The properties/assets of the Company are adequately insured.

â¢ RELATED PARTY TRANSACTIONS

Details of material transactions with Related Parties on an arm''s length basis with respect to transaction covered under Section 188(1) of the Act in the prescribed Form No. AOC-2 is annexed with this Report and marked as ANNEXURE IX.

Further, details of Related Party Transaction as required under to be disclosed by Accounting Standard - 18 on âRelated Party Disclosuresâ specified under Section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.

â¢ CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost of operations. However, as a part of the Company''s conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years.

The Company uses the service of in-house designers as well as those of free-lancers in developing product designs as per the emerging market trends. The Company uses innovation in design as well as in technology to develop new products.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c) Expansion of product range and cost reduction,

d) Greater precision,

e) Retention of existing customers and expansion of customer base,

f) Lower inventory stocks resulting in low carrying costs.

III.

IV. The Company has not imported any technology during the year under review;

(a) Foreign Exchange Earnings and Outgo -

(Amt. in Lakhs)
Particulars	F.Y 2024-2025	F.Y 2023-2024
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	22,542.74	30,365.40

â¢ TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of the Companies Act, 2013 read with The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, (''Rules''), the dividends, unclaimed for a consecutive period of seven years from the date of transfer to the Unpaid Dividend Account of the Company are liable to be transferred to IEPF. Further, the shares (excluding the disputed cases having specific orders of the Court, Tribunal or any Statutory Authority restraining such transfer) pertaining to which dividend remains unclaimed for a period of continuous seven years from the date of transfer of the dividend to the unpaid dividend account are also mandatorily required to be transferred to the IEPF established by the Central Government. Usually, the Company transfers unclaimed dividend eligible to IEPF authority within statutory timelines. However, during the year under review, the company is in process to transfer the amount to IEPF authority for earlier years.

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form, Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs at www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Board of Directors has framed a policy which lays down a framework in relation to Corporate Social Responsibility of the Company. This policy also lays down to lay down guidelines for the company to make CSR a key business process for sustainable development for the Society. The details of this policy are explained by way of ANNEXURE X.

The Company falling the threshold laid down in section 135 of the Companies Act, 2013, The Company was required to contribute 2% of the Net surplus after tax to Corporate Social Responsibility (CSR) activities as per provisions of the Companies Act, 2013.

The spent the amount required under Corporate Social Responsibility (CSR) activities as per provisions of the Companies Act, 2013.

â¢ LISTING WITH STOCK EXCHANGE:

The shares of the Company are listed on BSE only.

â¢ COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.

â¢ OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

â¢ SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

â¢ PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires preclearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

â¢ MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

â¢ ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

Mar 31, 2024

Your Directors have pleasure in presenting their 32^nd Annual Report on the Standalone and Consolidated Audited Statement of Accounts of Swarnsarita Jewels India Limited [âthe company"] for the Financial Year ended March 31, 2024

â¢ FINANCIAL RESULTS:

(Amount in Lakhs except EPS]
Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	68116.85	84,765.80	76969.32	83990.11
Other Income	478.33	402.86	157.82	315.10
Total Revenue	68595.18	85,168.66	77127.14	84305.21
Total Expenses	67904.56	84,486.81	76465.67	83464.10
Profit/(Loss) before exceptional and extraordinary items and tax	690.63	681.85	661.47	841.11
Exceptional Items	0.00	0.00	0.00	0.00
Extraordinary Items	0.00	0.00	0.00	0.00
Net Profit Before Tax	690.63	681.85	661.47	841.11
Provision for Tax
- Current Tax	174.00	168.61	174.00	209.66
- Deferred Tax (Liability]/Assets	7.98	3.14	8.16	2.29
- Excess/(short) provision for earlier years	...	...	...	...
Net Profit After Tax	508.64	510.10	479.31	629.16
Profit/fLoss] from Discontinued operations	0.00	0.00	0.00	0.00
Tax Expense of Discontinued operations	0.00	0.00	0.00	0.00
Profit/(Loss] from Discontinued operations (after tax]	0.00	0.00	0.00	0.00
Profit/fLoss) for the period	508.64	510.10	479.31	629.16
Other Comprehensive Income	(7.55)	5.64	(7.55)	5.64
- Items that will not be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Income tax relating to items that will not be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Items that will be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Income tax relating to items that will be reclassified to profit or loss	0.00	0.00	0.00	0.00
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	516.19	504.46	486.86	623.52
Earnings per equity share (for continuing operation):
- Basic (In Rs.)	2.44	2.44	2.30	3.01
- Diluted (In Rs.)	2.44	2.44	2.30	3.01

â¢ REVIEW OF OPERATIONS Standalone:

During the year under review, the Standalone total Income was Rs.68116.85 /- Lakhs as against Rs.84,765.807-Lakhs for the corresponding previous year.

Total Comprehensive income for the period was Rs.516.19/-Lakhs as against Rs. 504.46/-Lakhs in the corresponding previous year.

Consolidated:

During the year under review, the consolidated total Income was Rs.77127.14/- Lakhs as against Rs. 84,305.21/- Lakhs for the corresponding previous year.

Total Comprehensive Consolidated income for the period was Rs.486.86/- Lakhs as against Rs. 623.52/- Lakhs in the corresponding previous year.

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

â¢ TRANSFER TO RESERVES:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

â¢ DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

â¢ SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2023 is Rs.22,00,00,000.00 (Rupees Twenty Two Crore] divided into 2,20,00,000 (Two Creore Twenty Lakhs] Equity Shares of Rs.10.00 each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March, 2023 is Rs.20,87,68,000.00 comprising of 2,08,76,800 shares of Rs.10.00 each. During the year under review, the Company has not issued any equity shares.

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Inductions / Appointment or Re-appointment of Director:

Pursuant to the provisions of Section 152 of the Act, Mr. Mahendra Madanlal Chordia retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends her re-appointment. We seek your support and hope you will enthusiastically vote in confirming abovementioned appointment.

Cessation of Directorship:

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No.	Name of KMP	Designation
1.	Mr. Mahendra M. Chordia	Managing Director
2.	Mr. Sunny Mahendra Chordia	Whole-time Director
3.	Mrs. Rajul Chordia	Whole-time Director
4.	Mr. Sanket Dangi	Chief Financial Officer
5.	Mr. Deenak Suthar	Comnanv Secretary and Comnliance Officer

â¢ DECLARATION BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(l)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

â¢ BOARD MEETINGS

Further, Committees of the Board usually meet on the same day of formal Board Meeting, or whenever the need arises for transacting business. The recommendations of the Committees are placed before the Board for necessary approval and noting. During the year 11 (Eleven) Board Meetings were held during the year ended (in dd.mm.yyyy format) 15.04.2023, 30.05.2023,14.06.2023, 01.07.2023, 14.08.2023, 31.08.2023, 17.10.2023, 09.11.2023, 29.12.2023,14.02.2024 and 28.03.2024.

Attendance details of Directors for the year ended March 31, 2024 are given below:
Name of the Directors	Category	No. of Board Meetings attended
Mr. Mahendra Madanlal Chordia	Managing Director	11
Mr. Sunny M. Chordia	Whole-time Director	11
Mrs. Rajul Chordia	Whole-time Director	11
Mr. Umang Mitul Mehta	Independent Director	11
Mr. Dhruvin Bharat Shah	Independent Director	11
Mr. Deep Lakhani	Independent Director	11

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

â¢ BOARD EVALUATION

individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

â¢ COMPOSITION OF AUDIT COMMITTEE

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The Committee met 4 (Four) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ NOMINATION AND REMUNERATION POLICY

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

As per provisions of Companies Act, 2013 and including amendment thereof. The CSR Committee was framed.

The following are the member/chairman of the committee:
Sr. No.	Name of Director & Designation	Designation in committee	Date of Appointment
1	Mr. Deep Shailesh Lakhani	Chairman	01-04-2020
2	Mr. Mahendra Madanlal Chordia	Member	01-04-2020
3	Mr. Sunny Mahendra Chordia	Member	01-04-2020

The (CSR) Committee met 04 (Four) times during the year at (in dd.mm.yyyy format)28.05.2023, 13.08.2023,08.11.2023 and 14.02.2024;

â¢ DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

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

(e) 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.

(f) 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.

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

â¢ EXTRACT OF ANNUAL RETURN:

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

â¢ STATUTORY AUDITORSâ AND AUDITORS'' REPORT:

The Members of the Company at their 27th annual general meeting held on 29th September, 2019 have appointed M/s Banshi Jain & Associates, Chartered Accountants as the Statutory Auditor of the Company to hold office till the conclusion of the 32^nd Annual General Meeting to be held in the year 2024. A certificate confirming that, requirements prescribed under provisions of Section 141 of the Companies Act, 2013 have been fulfilled, has been received from the Statutory Auditor.

The Audit committee recommends their reappointment for the second term and the Board approved their appointment. The members are requested to approve their reappointment at upcoming 32 ^nd AGM.

â¢ SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as ANNEXURE VI to this report.

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

M/s. Deep Shukla & Associates, Practicing Company Secretaries, have been appointed to give Annual Secretarial Compliance Certificate. The Annual Compliance Certificate is enclosed as ANNEXURE VII to this report.

â¢ INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon. Further, Viral P. Shah & Company, Chartered Accountants, Ahmedabad, Gujarat were appointed as Internal Auditors ofthe Company pursuant to section 138 of the Companies Act, 2013 for FY 2023-24,

â¢ EMPLOYEES'' STOCK OPTION PLAN

The Company has not provided stock options to any employee.

â¢ VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website ofthe Company at www.swarnsarita.com. The employees of the Company are made aware ofthe said policy at the time of joining the Company.

â¢ RISK MANAGEMENT POLICY

â¢ CORPORATE GOVERNANCE REPORT

â¢ DEPOSITS

The Company has neither accepted nor renewed any fixed deposits during the year under review under Section 76 of the Companies Act, 2013. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2024

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

â¢ INSURANCE:

The properties/assets of the Company are adequately insured.

â¢ RELATED PARTY TRANSACTIONS

Further, details of Related Party Transaction as required under to be disclosed by Accounting Standard - 18 on "Related Party Disclosures" specified under Section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.

â¢ CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c) Expansion of product range and cost reduction,

d) Greater precision,

e) Retention of existing customers and expansion of customer base,

f) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review; (a) Foreign Exchange Earnings and Outgo -

(Amt. in Lakhs)
Particulars	F.Y 2023-2024	F.Y 2022-2023
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	30,365.40	34,822.16

â¢ TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to discharging its social responsibility as a good corporate citizen.

The amount required to be spent by the company during the year is Rs.17.30/- Lakhs on Corporate Social Responsibility (CSR) activities as per provisions of the Companies Act, 2013. However the company has spent Rs.20.60/- Lakhs for the year.

â¢ LISTING WITH STOCK EXCHANGE:

The shares of the Company are listed on BSE only.

â¢ COST AUDIT

â¢ OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

â¢ SECRETARIAL STANDARDS

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

â¢ PREVENTION OF INSIDER TRADING

â¢ MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

However, on 09th June, 2023, Friday, around 01:30A.M., fire occurred at 13/15 White House Building Nearby Corporate Office of the Company, Our documents storage room were situated at third floor in this building. Due to these calamities our stored all documents in were completely burnt. Further note that the Company had lodged FIR for these incidents and also intimated at BSE Listing Center.

â¢ ACKNOWLEDGEMENT

Mar 31, 2023

Your Directors have pleasure in presenting their 31^st Annual Report on the Standalone and Consolidated Audited Statement of Accounts of Swarnsarita Jewels India Limited ["the company"] for the Financial Year ended March 31, 2023

â¢ FINANCIAL RESULTS:

Particulars	Standalone		Consolidated
Particulars	2022-23	2021-22	2022-23	2021-22
Revenue from operations	84,765.80	84,119.12	83990.11	84119.12
Other Income	402.86	833.52	315.10	789.42
Total Revenue	85,168.66	84,952.65	84305.21	84908.54
Total Expenses	84,486.81	83,879.77	83464.10	83877.68
Profit/(Loss) before exceptional and extraordinary items and tax	681.85	1,072.88	841.11	1030.86
Exceptional Items	0.00	0.00	0.00	0.00
Extraordinary Items	0.00	0.00	0.00	0.00
Net Profit Before Tax	681.85	1,072.88	841.11	1030.86
Provision for Tax
- Current Tax	168.61	277.84	209.66	293.85
- Deferred Tax fLiability]/Assets	3.14	1.11	2.29	1.11
- Excess/fshort] provision for earlier years	â	-13.30	â	-13.30
Net Profit After Tax	510.10	807.23	629.16	749.70
Profit/(Loss) from Discontinued operations	0.00	0.00	0.00	0.00
Tax Expense of Discontinued operations	0.00	0.00	0.00	0.00
Profit/(Loss) from Discontinued operations (âaftertax'')	0.00	0.00	0.00	0.00
Profit/(Loss) for the period	510.10	807.23	629.16	749.70
Other Comprehensive Income	5.64	(10.88)	5.64	(10.88]
- Items that will not be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Income tax relating to items that will not be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Items that will be reclassified to profit or loss	0.00	0.00	0.00	0.00
- Income tax relating to items that will be reclassified to profit or loss	0.00	0.00	0.00	0.00
Total Comprehensive income for the period (Comprising Profit (Loss) and Other Comprehensive Income for the period)	504.46	818.12	623.52	760.58
Earnings per equity share (for continuing operation]:
- Basic (In Rs,]	2.44	3.87	3.01	3.59
- Diluted (In Rs.]	2.44	3.87	3.01	3.59

â¢ REVIEW OF OPERATIONS Standalone:

During the year under review, the Standalone total Income was Rs.85,168.66/- Lakhs as against Rs.84,952.65/- Lakhs for the corresponding previous year.

Total Comprehensive income for the period was Rs. 504.46/-Lakhs as against Rs. 818.12 /-Lakhs in the corresponding previous year.

Consolidated:

During the year under review, the consolidated total Income was Rs. 84,305.21/- Lakhs as against Rs.84,908.54/- Lakhs for the corresponding previous year.

Total Comprehensive Consolidated income for the period was Rs.623.52/- Lakhs as against Rs.760.58/-Lakhs in the corresponding previous year.

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

â¢ TRANSFER TO RESERVES:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

â¢ DIVIDEND:

In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

â¢ SHARE CAPITAL:

The Authorised Share Capital of the Company as on March 31, 2023 is Rs.22,00,00,000.00 (Rupees Twenty Two Crore) divided into 2,20,00,000 (Two Creore Twenty Lakhs] Equity Shares of Rs.10.00 each.

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Inductions / Appointment or Re-appointment of Director:

Pursuant to the provisions of Section 152 of the Act, Mrs. Rajul Chordia retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

We seek your support and hope you will enthusiastically vote in confirming abovementioned appointment. Cessation of Directorship:

There were no director was resigned from the Board of the Company during the year under review:

the abovementioned director of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under the applicable regulations and that they are not disqualified from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013.

Further, Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are:

Sr. No.	Name of KMP	Designation
1.	Mr. Mahendra M. Chordia	Managing Director
2.	Mr. Sunny Mahendra Chordia	Whole-time Director
3.	Mrs. Rajul Chordia	Whole-time Director
4.	Mr. Sanket Dangi	Chief Financial Officer
5.	Mr. Deepak Suthar	Company Secretary and Compliance Officer

â¢ DECLARATION BY INDEPENDENT DIRECTORS

Your Company had received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(l)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

Independent Directors are familiarized with their roles, rights and responsibilities as well as with the nature of industiy and business model through induction program at the time of their appointment as Directors and through presentations on economy & industiy overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

â¢ BOARD MEETINGS

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7] read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company. The Board meets at least once a quarter to review the quarterly financial results and other items on the agenda and also on the occasion of the Annual General Meeting (''AGM''] of the Shareholders. Additional meetings are held, when necessary.

During the year 13 (Thirteen] Board Meetings were held during the year ended 31st March, 2023, the dates which are 21^st April, 2022, 30^th May, 2022, 13^th June, 2022, 05^th August 2022, 13^th August 2022, 03^rdSeptember, 2022, 27^th September, 2022, 24^th October, 2022, 14^th November, 2022, 01^st December, 2022, 16^th December, 2022,14^th Feb., 2023 and 18^th March, 2023.

Attendance details of Directors for the year ended March 31.2023 are given below:

Name of the Directors	Category	No. of Board Meetings attended
Mr. Mahendra Madanlal Chordia	Managing Director	12
Mr. Sunny M. Chordia	Whole-time Director	12
Mrs. Rajul Chordia	Whole-time Director	12
Mr. Umang Mitul Mehta	Independent Director	13
Mr. Dhruvin Bharat Shah	Independent Director	13
Mr. Deep Lakhani	Independent Director	12

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

â¢ BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement/ SEBI [LODR] Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process.

â¢ COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management.

The Committee met 4 (Four] times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

The Committee met 4 [Four) times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ NOMINATION AND REMUNERATION POLICY

In terms of requirements prescribed under Section 178(3] of the Companies Act, 2013, the Nomination and Remuneration Policy inter-alia providing the terms for appointment and payment of remuneration to Directors and Key Managerial Personnel.

During the year, there have been no changes to the Policy. The same is annexed to this report as ANNEXURE II and is available on our website www.swarnsarita.com.

Details of remuneration paid to Directors and Key Managerial Personnel are given in the Corporate Governance Report along with shareholding in a Company.

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Board has constituted a Stakeholders Relationship Committee to specifically look into the mechanism of redressal of grievances of shareholders etc. The Committee reviews Shareholderâs / Investorâs complaints like non-receipt of Annual Report, physical transfer/ transmission/transposition, split/ consolidation of share certificates, issue of duplicate share certificates, etc. This Committee is also empowered to consider and resolve the grievance of other stakeholders of the Company including security holders.

The Committee met 04 [Four] times during the year, the details of which are given in the Corporate Governance Report along with composition of the Committee and their attendance.

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

As per provisions of Companies Act, 2013 and including amendment thereof. The CSR Committee was framed. The following are the member/chairman of the committee:

Sr. No.	Name of Director & Designation	Designation in committee	Date of Appointment
1	Mr. Deep Shailesh Lakhani	Chairman	01-04-2020
2	Mr. Mahendra Madanlal Chordia	Member	01-04-2020
3	Mr. Sunny Mahendra Chordia	Member	01-04-2020

The (CSR] Committee met 04 (Four] times during the year at 29^th May, 2022, 12^th August, 2022, 13^thNovember, 2022 and 14^th February 2023.

â¢ DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3] (c] & 134(5] of the Companies Act, 2013, the Board of Directors of the Company hereby confirm that:

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

(b] the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(e] 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.

(f) 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.

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel] Amendment Rules, 2016 in respect of employees of the Company, is enclosed as ANNEXURE III and forms part of this Report.

Further, as per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel] Amendment Rules, 2016 none of the employees of the Company are in receipt of remuneration exceeding Rs. 1,02,00,000/- per annum, if employed for whole of the year or Rs. 8,50,000/-per month if employed for part of the year.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in ANNEXURE IV and forms part of this Report.

â¢ EXTRACT OF ANNUAL RETURN:

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Statement AOC-1 pursuant to the provisions of Section 129 (3] of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts] Rules, 2014 regarding Subsidiary Company is enclosed as ANNEXURE V and forms part of this Report.

â¢ STATUTORY AUDITORSâ AND AUDITORSâ REPORT:

A certificate confirming that, requirements prescribed under provisions of Section 141 of the Companies Act, 2013 have been fulfilled, has been received from the Statutory Auditor.

â¢ SECRETARIAL AUDIT

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

â¢ INTERNAL AUDIT & CONTROLS

Further, Viral P. Shah & Company, Chartered Accountants, Ahmedabad, Gujarat were appointed as Internal Auditors of the Company pursuant to section 138 of the Companies Act, 2013 for FY 2022-23.

â¢ EMPLOYEES''STOCK OPTION PLAN

The Company has not provided stock options to any employee.

â¢ VIGIL MECHANISM

â¢ RISK MANAGEMENT POLICY

â¢ CORPORATE GOVERNANCE REPORT

inherent responsibility to disclose timely and accurate information regarding our operations and performance, as well as the leadership and governance of the Company.

â¢ DEPOSITS

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

â¢ INSURANCE:

The properties/assets of the Company are adequately insured.

â¢ RELATED PARTY TRANSACTIONS

Details of material transactions with Related Parties on an armâs length basis with respect to transaction covered under Section 188(1} of the Act in the prescribed Form No. AOC-2 is annexed with this Report and marked as ANNEXURE IX.

Further, details of Related Party Transaction as required under to be disclosed by Accounting Standard -18 on "Related Party Disclosuresâ specified under Section 133 of the Act read with rule 7 of the Companies (Accounts} Rules, 2014, are given in the Notes to the Financial Statements.

â¢ CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Company''s total cost of operations. However, as a part of the Companyâs conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

(b) Absorption of Technology:

I. The efforts made towards technology absorption:

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

II. Benefits derived as a result of the above efforts:

As a result of the above, the following benefits have been achieved:

a) Better efficiency in operations,

b) Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c) Expansion of product range and cost reduction,

d) Greater precision,

e) Retention of existing customers and expansion of customer base,

f) Lower inventory stocks resulting in low carrying costs.

III. The Company has not imported any technology during the year under review;

(a) Foreign Exchange Earnings and Outgo -

Particulars	F.Y 2022-2023	F.Y 2021-2022
C.I.F. Value of Imports	NIL	NIL
F.O.B. Value of Exports	34822.16	37146.05

â¢ TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Any person whose unclaimed dividend and shares pertaining thereto, matured deposits, matured debentures, application money due for refund, or interest thereon, sale proceeds of fractional shares, redemption proceeds of preference shares, amongst others has been transferred to the IEPF Fund can claim their due amount from the IEPF Authority by making an electronic application in e-form IEPF-5. Upon submitting a duly completed form. Shareholders are required to take a print of the same and send physical copy duly signed along with requisite documents as specified in the form to the attention of the Nodal Officer, at the Registered Office of the Company. The e-form can be downloaded from the website of Ministry of Corporate Affairs at www.iepf.gov.in.

Shareholders are requested to get in touch with the RTA for encashing the unclaimed dividend/interest/principal amount, if any, standing to the credit of their account.

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is committed to discharging its social responsibility as a good corporate citizen.

The Company falling the threshold laid down in section 135 of the Companies Act, 2013, The Company was required to contribute 2% of the Net surplus after tax to Corporate Social Responsibility [CSR] activities as per provisions of the Companies Act, 2013.

The amount spent by the company during the year is Rs.15.45 Lakhs on Corporate Social Responsibility [CSR] activities as per provisions of the Companies Act, 2013. However, The company has to spend total 17.87 lakhs for FY 2022-23. The remaining amount i.e. 02.42 lakhs will be spend as soon as possible on CSR Activities. The Board is in process to spend this amount for that purpose.

â¢ LISTING WITH STOCK EXCHANGE:

The shares of the Company are listed on BSE only.

â¢ COST AUDIT

As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors] Rules, 2014, Cost Audit is not applicable to our Company.

â¢ OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

â¢ SECRETARIAL STANDARDS

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

â¢ PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for dealing in the Companyâs shares and prohibits the purchase or sale of Company shares by the Directors, Officers and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

â¢ MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

â¢ ACKNOWLEDGEMENT

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF SWARNSARITA JEWELS INDIA LIMITED

Place: Mumbai Sd/- Sd/-

Date: 31.08.2023

Mahendra Madanlal Chordia Sunny Mahendra Chordia

Managing Director Wholetime Director

DIN:00175686 DIN:06664041

Registered Office:

10, Floor-lst, Plot-40/42, Ruby Chambers, Dhanji Street,

Zaveri Bazar, Mumbadevi, Mandvi, Mumbai, Maharashtra, 400003

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 24^th Annual Report on the Audited Statement of Accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS

Rs. in Lacs

	Consolidated		Standalone
Particulars	2015-2016	2014-2015	2015-2016	2014-2015
Gross Income	32542.50	24377.29	32515.16	24314.61
Profit Before Interest and Depreciation	778.65	812.69	775.70	793.39
Finance Charges	371.12	328.53	371.12	328.53
Provision for Depreciation	16.12	13.50	13.24	11.86
Net Profit Before Tax	391.41	470.66	391.34	453.00
Provision for Tax	118.57	150.05	120.64	143.51
Net Profit After Tax	272.84	320.61	270.70	309.49
Balance of Profit brought forward	4310.45	3990.90	4304.58	3996.15
Balance available for appropriation	0.00	0.00	0.00	0.00
Proposed Dividend on Equity Shares	0.00	0.00	0.00	0.00
Tax on proposed Dividend	0.00	0.00	0.00	0.00
Transfer to General Reserve	0.00	0.00	0.00	0.00
Fixed Assets Written off as per Section 123(2) of Companies Act, 2013	0.00	(1.06)	0.00	(1.06)
Surplus carried to Balance Sheet	4583.29	4310.45	4575.28	4304.58

2. Brief description of the Companyâs working during the year/State of Companyâs affair

Consolidated:

The consolidate total income increased from Rs. 24377.29 Lacs to Rs. 32542.50 Lacs, increase of 33.50% over the previous financial year. The Consolidated Net Profit after Tax decrease from Rs. 320.61 Lacs to Rs. 272.84 Lacs, a decline of 14.90% over the previous financial year. The detailed analysis of the consolidated results forms part of the Management Discussion & Analysis Report provided separately as part of the Annual Report.

Standalone:

The Standalone total income increase from Rs. 24314.61 Lacs to Rs. 32515.16 Lacs, an increase of 33.73% over the previous financial year. The standalone Profit After Tax decrease from Rs.309.49 Lacs to Rs. 270.70 Lacs, a decline of 12.53 % over the previous financial year.

3. COMPANYâS PERFORMANCE AND FUTURE OUTLOOK

Your Companyâs growth journey continued during the year under review. The Companyâs Revenue from operation has risen to Rs. 320.99 Crores (current year) from Rs. 239.75 crores ( previous year ) which was increased by 25%. The share of Domestic and Export Sales in the revenue from operations is Rs. 202.84 Crores and Rs. 118.15 Crores respectively.

During the year under review the Company has opened 2 branches in India i.e. Bangalore and Kolkata in order to capture the market and expand its business in India. The Company has taken initiative to utilize its own manufacturing facilities and thereby to reduce the overall cost of production which results in economies of scale in the manufacturing facilities.

CONTINUED CHALLENGES:

The ground realities are far from satisfactory in conduct of operations on sustainable basis, due to prolonged recession in demand side. The shrinking business compelled competitors to extend steep and unworkable discounts to keep the business going in all respects. Due to fluctuation in gold price witnessed in the larger part of financial year 2015-16, the investment demand for gold ornaments didnât take off. Government regulation like furnishing of PAN card details for purchases above Rs. 2 lakhs, introduction of central excise duty, TCS under Income Tax Act, and mandatory Hallmarking requirement also contributed to the reduction in sales. All these challenges are continuing even in the current financial year 2016-17 as well.

FUTURE PROSPECTS:

Even though there is no perceptible change noticed in the local demand for gold ornaments, the positive movement in the gold price, if sustained, may bring better volume business in the second half of the financial year 2016-17, due to expectation of further increase in gold prices locally. The continuous cost reduction initiatives undertaken by the Management and the effectiveness with which the working capital is managed will go a long way in improving the financial position of the company However, the addition of 2 new branches to our existing branch of our business will ensure better visibility and good volume growth in 2016-17.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended March 31, 2016 in view to conserve the resources of the Company for any future expansion programmes.

5. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2016 is Rs. 20,87,68,000/- comprising of 2,08,76,800 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mrs. Asha M. Chordia, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

During the year, Ms. Khushbu Gupta resigned as the Company Secretary of the Company w.e.f. 16.01.2016. Further, Ms. Prafulla Devaliya was appointed as the Company Secretary of the Company w.e.f. 12.03.2016.

Further, Mr. Sunderlal L. Bothra resigned as Director of the Company w.e.f. 21.12.2015. Further, Mr. Dhruvin B. Shah is appointed as an Additional Director of the Company w.e.f. 28.05.2016.

The Board of Directors re-appointed Mr. Mahendra M. Chordia as the Managing Director of the Company w.e.f. 01.04.2016 for a period of five years upto 31^st March 2021, subject to the approval of the Members of the Company at the forthcoming 24^th Annual General Meeting.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2103, the Board of Directors of the Company hereby confirms that:

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

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

(e) 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.

(f) 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.

8. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is enclosed as Annexure I and forms part of this Report.

Further, no employee of the Company is earning more than the limits as prescribed pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company.

Further, the names of top ten employees in terms of remuneration drawn are disclosed in Annexure II and forms part of this Report.

9. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 8 (Eight) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

10. BOARD EVALUATION

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

11. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 as well the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

12. NOMINATION AND REMUNERATION POLICY

13. DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As at March 31, 2016, your Company had following Subsidiary Company (ies), however, there was no Joint Venture or Associate Company (ies):

Sr. No.	Name of the Company	Category	Date of becoming Subsidiary/ JV/ Associate Company	Date of ceasing as Subsidiary/ JV/ Associate Company
1	Swarnsarita Realty Private Limited	Subsidiary	24/12/2012	NIL

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of financial statements of subsidiary company (ies) in Form No. AOC-1 is attached separately as an Annexure III to this report.

14. RECONSTITUTION OF THE NOMINATION AND REMUNERATION COMMITTEE OF THE BOARD:

Due to changes in the composition of the Board of Directors, the constitution of the nomination and remuneration committee stands reconstituted as under:

Name of the Director	Category
Mr. Ashok Surana	Chairman & Non-Executive Independent
Mr. Vishal Nolkha	Non-Executive Independent
*Mr. Sunderlal L. Bothra	Non-Executive Independent
**Mr. Dhruvin Shah	Non-Executive Independent

(i) * Resigned w.e.f. 21.12.2015

(ii) ** Appointed w.e.f. 28.05.2016.

15. STATUTORY AUDITORS'' AND AUDITORS'' REPORT

At the Annual General Meeting held on September 22^nd 2014, M/s. Suresh Anchaliya & Co., Chartered Accountants were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held for the financial year ended 2019. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Suresh Anchaliya & Co., Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification of the Shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Auditors'' Report:

The Board has duly reviewed the statutory Auditorsâ Report on the Accounts. The observations and comments appearing in the Auditorsâ Report are self-explanatory and do not call for any further explanations/comments/clarification by the Board.

16. SECRETARIAL AUDIT

Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013:

1. The transfer of unpaid / unclaimed dividend to the Investor Education and Protection Fund was pending due to technical and procedural difficulties faced by the Company.

2. The composition of NRC fell short due to sudden exit of an Independent Director; however corrective steps were taken by the Company in this regard.

3. Due to some technical reasons, the website of the Company faced some difficulties in proper functioning; however the said issues were sorted out and the website is working effectively

4. The Company has faced technical difficulties in filing e-forms on MCA portal and hence the same were pending. However the pending forms were subsequently filed by the company

17. INTERNAL AUDIT & CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

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

Further, M/s. Hiran & Associates, Chartered Accountants issued their Internal Audit Report for the financial year ended 31^st March, 2016.

18. EMPLOYEESâ STOCK OPTION PLAN

The Company has not provided stock options to any employee of the Company.

19. VIGIL MECHANISM

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.swarnsarita.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

20. RISK MANAGEMENT POLICY

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure Vand forms part of this Report.

22. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2015-2016.

23. LOANS, INVESTMENTS & GUARANTEES

24. RELATED PARTY TRANSACTIONS

Details of material transactions with Related Parties on an armâs length basis with respect to transaction covered under Section 188(1) of the Act in the prescribed Form No. AOC-2 is annexed with this Report and marked as Annexure VI.

Further, details of Related Party Transaction as required under to be disclosed by Accounting Standard - 18 on âRelated Party Disclosuresâ specified under Section 133 of the Act read with rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.

25. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 and forms a part of this Annual Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Companyâs operations forms a part of this Annual Report.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

(A) Conservation of energy-

Even though its operations are not energy-intensive and manually executed, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/ power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companyâs total cost of operations. However, as a part of the Companyâs conservation of energy programme, the management has appealed to all the employees / workers to conserve energy.

(B) Technology absorption-

(i) the efforts made towards technology absorption;

The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.

The Company uses the service of in-house designers as well as those of freelancers in developing product designs as per the emerging market trends. The Company uses innovation in design as well as in technology to develop new products.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

As a result of the above, the following benefits have been achieved:

a. Better efficiency in operations,

b. Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c. Expansion of product range and cost reduction,

d. Greater precision,

e. Retention of existing customers and expansion of customer base,

f. Lower inventory stocks resulting in low carrying costs,

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-The Company has not imported any technology during the year under review.

(a) the details of technology imported;

(b) the year of import;

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

(iv) the expenditure incurred on Research and Development.

The Company has not expended any expenditure towards Research and Development during the year under review.

RESEARCH AND DEVELOPMENT (R&D):

R & D is focused on the development of new products both for export and domestic markets. Due emphasis is placed on improving quality standards with enhanced customer satisfaction. this was primarily achieved through process improvements, control on systems, reduction of waste and energy conservation. Effective use of tools and small group activities with the technological support resulted in controlling the variations in processes, maximizing the productivity and minimizing the cost of production.

1. Specific areas in which R & D carried out by the Company:

i) Material evaluation/Characterization of raw materials and rough diamonds.

ii) Planning, cutting and polishing of diamonds and manufacturing of jewellery.

iii) In-house development of advance software for preventing human errors.

iv) Designing of jewellery and development of new cuts in diamonds.

v) Waxing, wax setting, casting, filling and polishing of jewellery

vi) Capability development for in- house processes, designs and strategic applications of material for product improvement. Efforts continued in the direction of fine tuning of the jewellery manufacturing and the changes in designs. These resulted in improvements in product performance.

2. Benefits derived as a result of R & D activity:

The R & D activities helped to add new quality products and to achieve greater customer acceptance in the retail market. These activities also enabled the Company to reduce waste, increase productivity, achieve higher âcustomer satisfactionâ and derive following benefits:

a. Increase product range coupled with technology up gradations and cost reduction;

b. Introduction of new products with a focus on achieving global acceptance and in conformity to Indian and International standards;

c. Improved quality in diamond and jewellery manufacturing;

d. Increased customer base and additional business volumes;

e. Reduction in reworks and elimination of manufacturing rejections in jewellery;

f. Improved finish and lustre of diamonds;

g. Boosting the capabilities, to offer custom-made jewellery and fetching orders in stiff international competition.

FOREIGN EXCHANGE:

The Company has transaction in foreign currencies are normally recorded at the average exchange rate prevailing during the period of transaction.

FOREIGN CURRENCY TRANSACTIONS:

Rs. in Lacs

Particulars	For the Year Ended on March 31, 2016	For the Year Ended on March 31, 2015
Remittance in Foreign Exchange	NIL	NIL
Earning in Foreign Exchange	11273.33	7446.08
Export Sales	11788.48	7336.38

28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has to transfer a sum of Rs.2,50,854/- and Rs. 4,52,110/- to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, for the F.Y 2007-2008 as provided under the Companies Act, 2013. The said fund Transferred to Investor Education and Protection Fund Account on 7^th July, 2016 and 28^th July, 2016 respectively

29. CORPORATE SOCIAL RESPONSIBILITY

The Company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy During the year Company has not received any complaint of Sexual Harassment.

31. GENERAL

During the year under review, no revision was made in the financial statement of the Company.

During the year ended 31^st March, 2016, there were no cases filed /reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Companyâs Shares are listed.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations.

The Securities and Exchange Board of India (SEBI) on 2^nd September 2015 issued SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability The said regulations were effective from 1^st December 2015. Accordingly, all the listed entities were required to enter into the Listing Agreement within six months from 1^st December 2015. The Company has entered into Listing Agreement with BSE Limited in compliance of the said new Regulations.

32. HUMAN RESOURCES

Your Company treats its âhuman resourcesâ as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

33. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, co-operation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For Swarnsarita Gems Limited

Mahendra M. Chordia

Managing Director

DIN:00175686

Sunil Jain

Executive Director

DIN: 00175748

Place: Mumbai

Date: 20^th August, 2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report on the Audited Statement of Accounts for the Financial Year ended March 31, 2015.

1. FINANCIAL RESULTS

Amt. in Rs.

Consolidated

Particulars 2014-2015 2013-2014

Gross Income 2437728547 1723329597

Profit Before Interest and Depreciation 81268669 40025208

Finance Charges 32853087 13160412

Provision for Depreciation 1349696 835041

Net Profit Before Tax 47065886 26029755

Provision for Tax 15103188 5232783

Net Profit After Tax 31962698 20796971

Balance of Profit brought forward 399090482 378293511

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 431053180 399090482

Amt. in Rs.

Standalone

Particulars 2014-2015 2013-2014

Gross Income 2431461302 1718325655

Profit Before Interest and Depreciation 79339344 35083641

Finance Charges 32853087 8074204

Provision for Depreciation 1185836 671181

Net Profit Before Tax 45300421 26338256

Provision for Tax 14351626 5232783

Net Profit After Tax 30948795 21105473

Balance of Profit brought forward 399615142 378509670

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 430563937 399615143

2. Brief description of the Company's working during the year/State of Company's affair

The consolidate total income increased from Rs. 17,23,32,9597/- to Rs. 2,43,77,28,547/- increase of 41.45% over the previous financial year. The consolidated Net Profit after Tax increase from Rs. 2,07,96,971/- to Rs. 3,19,62,698/-, a growth of 53.69% over the previous financial year. The detailed analysis of the consolidated results forms part of the Management Discussion & Analysis Report provided separately as part of the Annual Report.

The standalone total income increase from Rs. 1,71,83,25,655/- to Rs. 2,43,14,61,302/- an increase of 41.50% over the previous financial year. The standalone Profit After Tax increase from Rs. 2,11,05,473/- to Rs. 3,09,48,795/- an increase of 46.64% over the previous financial year.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year ended March 31, 2015 in view to conserve the resources of the Company for any future expansion programme.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March, 2015 is Rs. 20,87,68,000/- comprising of 20876800 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Sunil Jain, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

During the year, Mrs. Asha Chordia was appointed as an Additional Director designated as Executive Director, of the Company. Further, Mr. Rajendra Chordia has resigned as Director of the Company w.e.f. 18th March, 2015.

Ms. Khushbu Gupta has been appointed as the Company Secretary of the Company w.e.f. 29th May, 2015. and Mr. Sanket Dangi has been appointed as the Chief Financial Officer of the Company w.e.f 05th July, 2015.

6. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:

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

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) 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.

(f) 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.

7. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure I and forms part of this Report.

8. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, Six (6) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

9. BOARD EVALUATION

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

10. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in the Corporate Governance Report.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31, 2015, your Company has one subsidiary.

13. STATUTORY AUDITORS' AND AUDITORS' REPORT

M/s Suresh Anchaliya & co., Chartered Accountants, who are the statutory auditors of the Company, hold office until the conclusion of the ensuing AGM to be held for the Financial Year ended 2019 and are eligible for re-appointment . As required by the provision of the Companies Act, 2013, their appointment should be ratified by members each year at the AGM.

AUDITORS' REPORT:

The Board has duly reviewed the statutory Auditors' Report on the Accounts. The observations and comments appearing in the Auditors' Report are self-explanatory and do not call for any further explanations/comments/clarification by the Board.

14. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, M/s. Deep Shukla & Associates, Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The Secretarial Audit Report is enclosed as Annexure V to this report.

Explanation under Section 134(3)(f)(ii) of the Companies Act, 2013:

Appointment of Company Secretary:

The Board of Directors, after extensive search of suitable candidate, was in a position to appoint a Company Secretary in the whole time in employment w.e.f. 29th May 2015.

Appointment of Chief Financial Officer:

The appointment of Chief Financial Officer of the Company was made w.e.f. 12th August 2015 as no suitable candidate was available as per the appointment criteria of the Company.

15. INTERNAL AUDIT & CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board and to the Managing Director.

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

Further, M/s. Hiran & Associates, Chartered Accountants issued their Internal Audit Report for the financial year ended 31st March 2015.

16. EMPLOYEES' STOCK OPTION PLAN

The Company has not provided stock options to any employee of the Company.

17. VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.swarnsarita.com. The employees of the Company are made aware of the said policy at the time of joining the Company.

18. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

19. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

20. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2014-2015.

21. LOANS, INVESTMENTS & GUARANTEES

Particulars of loan given, investments made, guaranttes given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to the standalone financial statement. (Please refer to Note Nos. 3, 8 & 10 to the standalone financial statement).

22. RELATED PARTY TRANSACTIONS

The particulars of every 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 shall be disclosed in Form No. AOC-2.As Annexure III.

23. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance alongwith a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

24. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company's operations form a part of this Annual Report.

25. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

As the Company is not covered in the list of industries required to furnish information in form "A" relating to Conservation of Energy, the same is not given. Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy - efficient equipment. The Company regularly reviews power consumption and thereby achieve cost savings.

However, as a part of the Company's conservation of energy programme, the management has appealed to all the employees/ workers to conserve energy. The management has set up an on-going process for optimum utilization of machines. The measures taken have resulted in saving in cost of production, power consumption and processing time.

RESEARCH AND DEVELOPMENT (R&D)

R & D is focused on the development of new products both for export and domestic markets. Due emphasis is placed on improving quality standards with enhanced customer satisfaction. This was primarily achieved through process improvements, control on systems, reduction of waste and energy conservation. Effective use of tools and small group activities with the technological support resulted in controlling the variations in process, maximizing the productivity and minimizing the cost of production.

TECHNOLOGY ABSORPTION

Company's products are manufactured by using in-house know how and no outside technology is being used for manufacturing activities. Therefore no technology absorption is required. The Company constantly strives for maintenance and improvement in quality of its products and entire Research & Development activities are directed to achieve the aforesaid goal.

FOREIGN EXCHANGE

The Company has transaction in foreign currencies are normally recorded at the average exchange rate prevailing during the period of transaction.

FOREIGN CURRENCY TRANSACTIONS:-

Particulars For the Year For the Year Ended on Ended on March March 31, 2015 31, 2014

Remittance in Foreign Exchange Nil Nil

Earning in Foreign Exchange 74,46,07,665/- Nil

"Export Sales 73,36,37,670/- Nil

26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred a sum of Rs. 2,34,999/- to Investor Education & Protection Fund, the amount which was due and payable and remained unclaimed and unpaid for a period of seven years, for the F.Y. 2006-2007 as provided under the Companies Act, 2013. So far a total sum of Rs. 2,34,999/- has been transferred to the fund.

27. GENERAL

During the year under review, no revision was made in the financial statement of the Company.

During the year ended 31st March, 2015, there were no cases filed/reported pursuant to the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations.

28. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

29. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For Swarnsarita Gems Limited

Mahendra M. Chordia Managing Director DIN:00175686

Sunil Jain Executive Director DIN: 00175748

Place: Mumbai Date: 22nd August, 2015

Mar 31, 2014

The Members of

SWARNSARITA GEMS LIMITED

The Directors have pleasure in presenting the 22nd Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS: (Rs. in Lacs) Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 17233.29 15808.65

Profit / (Loss) Before Depreciation & Taxes 268.64 210.50

Less: Depreciation 8.35 7.55

Profit / (Loss) Before Tax 260.29 202.95

Less: Provision for Current Tax 52.69 41.04

Less: Provision for Deferred Taxation (0.36) 0.48

Less: Earlier Tax 0.00 2.58

Profit / (Loss) After Tax for the year 207.97 158.85

Add: Balance in Reserves & Surplus 3782.93 3746.21 Less: Appropriations

Proposed Dividend 0.00 104.38

Taxes on Dividend 0.00 17.74

Dividend Rounding off - -

Closing Balance 3990.90 3782.94

BUSINESS OUTLOOK:

During the year under the review, the company has earned Profit before tax of Rs.260.29 lacs.Whereas Profit after tax was of Rs.207.97 lacs as against Profit before tax of Rs.202.95 lacs and Profit after tax of Rs.158.85 lacs for the corresponding previous year.

DIVIDEND:

Your Directors do not recommend any dividend for the financial year ended March 31, 2014 in view to conserve the resources of the Company for any future expansion programme.

DIRECTORS:

As per the provisions of the Companies Act, 2013, Mr. Rajendra Chordia, Director of the Company, retires by rotation and being eligible; offers himself for re-appointment at the ensuing Annual General Meeting.

Further, Mr. Ganpat Karnawat resigned as Director of the Company with effect from March 29, 2014 and Mr. Vishal Nolkha was appointed as an Additional Director of the Company with effect from March 29, 2014.

The Companies Act, 2013 (the Act) provides for appointment of independent directors. Sub-section (10) of Section 149 of the Companies Act, 2013 (effective from April 1, 2014) provides that independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing of special resolution by the shareholders of the company.

Sub-section (1) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub-section (13) states that the provisions of retirement by rotation as Defined in sub-sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that non executive (independent) directors so appointed would continue to serve the term that was ascertained at the time of appointment as per the resolution pursuant to which they were appointed. Therefore, it stands to reason that only those non-executive (independent) directors who will complete their present term at the ensuing AGM of the Company in 22nd September 2014, being eligible and seeking re-appointment, be considered by the shareholders for re-appointment for a term of upto five consecutive years.

Non-executive (independent) directors who do not complete their term at the ensuing AGM, will continue to hold office till the expiry of their term (based on retirement period calculation) and thereafter would be eligible for re-appointment for a fixed term in accordance with the Companies Act, 2013.

Further Mr. Vishal Nolka & Mr. Ashok Surana were appointed as the Independent Directors of the Company for a term of 5 consecutive years effective form April 1, 2014 upto March 31, 2019

RECONSTITUTION OF COMMITTEES OF THE COMPANY AND SUBSEQUENT RENAMING OF THE SAME AS PER PROVISIONS OF THE COMPANIES ACT, 2013:

Based on the relevant provisions of the Companies Act, 2013, the committees of the Company are renamed as under. Further, due to changes in the composition of the Board of Directors, Committees of the Company also stand reconstituted as under:

Audit Committee:

Names of Directors Category

Mr. Ashok Surana Chairman & Non-Executive Independent

Mr. Sanjay Kothari1 Non-Executive Independent

Mr. Mahendra Chordia Executive Non Independent

Mr. Ganpat Karnawat2 Non-Executive Independent

Mr. Vishal Nolkha3 Non-Executive Independent

1 Resigned as Director w.e.f. 02nd May 2013.

2 Resigned as Director w.e.f. 29th March, 2014.

3 Appointment as an Additional Director w.e.f. 29th March, 2014.

Stakeholders Relationship (formerly Shareholders / Investors Grievance) Committee:

Names of Directors Category

Mr. Ashok Surana Chairman Non Executive Independent

Mr. Sanjay Kothari1 Non-Executive Independent

Mr. Ganapat Karnawat2 Non-Executive Independent

Mr. Mahendra Chordia Executive Non Independent

Mr. Vishal Nolkha3 Non-Executive Independent

1 Resigned as Director w.e.f. 02nd May 2013.

2 Resigned as Director w.e.f. 29th March, 2014.

3 Appointment as an Additional Director w.e.f. 29th March, 2014.

Nomination and Remuneration Committee (formerly Remuneration Committee):

Names of Directors Category

Mr. Ashok Surana Chairman & Non-Executive Independent

Mr. Sanjay Kothari1 Non-Executive Independent

Mr. Ganapat Karnawat2 Non Executive Independent

Mr. Mahendra Chordia Executive Non Independent

Mr. Vishal Nolkha3 Non-Executive Independent

1 Resigned as Director w.e.f. 02nd May 2013.

2 Resigned as Director w.e.f. 29th March, 2014.

3 Appointment as an Additional Director w.e.f. 29th March, 2014.

FIXED DEPSOITS:

The Company has not accepted any deposits from public and no amount of principle or interest was outstanding as of the Balance Sheet date.

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

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, there is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2014 is not applicable to the Company as none of the employees come within the ambit of said Rules.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have 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 as at 31st March, 2014 and of the Profit of the Company for the year ended on that date;

- That the Directors have taken proper and suffcient 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;

- That the annual accounts for the year ended 31st March, 2014 has been prepared on a going concern basis.

AUDITORS:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offers themselves for re-appointment.

AUDITORS'' REPORT:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended March 31, 2014 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

SUBSIDIARY COMPANY:

The Company has made investment in Swarnasarita Realty Private Limited, of 100% by acquiring its share capital, thus making it the subsidiary of our Company.

Further Statement under Section 212 of the Companies Act, 1956 is enclosed herewith.

LISTING:

The shares of the company are listed at the Bombay Stock Exchange Limited, Mumbai. The Company has paid the annual listing fees to the BSE for the year 2014-2015.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchange.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Annual Report.

The Certifcate from the Statutory Auditors of the Company, M/s. Suresh Anchaliya & Co., confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Place : Mumbai Mahendra M Chordia Date : 22nd May, 2014 Chairman & Managing Director

Mar 31, 2013

To The Members of SWARNSARITA GEMS LIMITED

The Directors have pleasure in presenting the 21st Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS : (Rs. in Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Total Income 15808.65 7233.36

Profit / (Loss) Before Depreciation & Taxes 210.50 159.72

Less: Depreciation 7.55 7.38

Profit / (Loss) Before Tax 202.95 152.34

Less: Provision for Current Tax 41.04 29.03

Less: Provision for Deferred Taxation 0.48 (3.11)

Less: Earlier Tax 2.58 (6.11)

Profit / (Loss) After Tax for the year 158.85 132.53

Add: Balance in Reserves & Surplus 3746.21 3729.13

Less: Appropriations

Proposed Dividend 104.38 99.28

Taxes on Dividend 17.74 16.10

Dividend Rounding off - 0.06

Closing Balance '' 3782.94 3746.22

BUSINESS OUTLOOK:

During the year under the review, the Company has earned profit before tax of Rs.202.95 lacs. Whereas profit after tax was of Rs. 158.85 lacs as against profit before tax of Rs. 152.34 lacs and profit after tax of Rs. 132.53 lacs for the corresponding previous year.

DIVIDEND:

Based on the Company''s performance, the Directors are pleased to recommend for approval of the members a dividend @ 5% [i.e. Rs.0.50 per equity share of Rs. 10/- each] on the capital of 20876800 equity share of Rs.10 each. The total cash outflow aggregate Rs.122.12 lacs on account of proposed dividend including dividend tax for the financial year 2012-13 resulting in payout of 76.88% of the unconsolidated profit of the Company.

DIRECTORS:

Mr. Ganpat Karnawat and Mr. Sunil Jain, Directors, retire by rotation and being eligible for re-appointment.

Mr. Sanjay Kothari, Director of the Company was resigned from the Company with effect from 02/05/2013. The directors place on record their appreciation of the invaluable contribution and guidance provided by Mr. Sanjay Kothari.

Mr. Sunderlal Bothra was appointed as an Additional Director of the Company on 02/05/2013 and is eligible for reappointment at the Annual General Meeting and whose period of office is liable to retirement by rotation.

Mr. Vallabhbhai N Patel Director of the Company has resigned from the Company with effect from 30/05/2013. The directors place on record their appreciation of the invaluable contribution and guidance provided by Mr. Vallabhbhai N Patel.

Mr. Rajendra Chordia has appointed as an Additional Director of the Company on 30/05/2013 and being eligible for reappointment at the Annual General Meeting and whose period of office is liable to retirement by rotation.

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

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, there is no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2013 is not applicable to the Company as none of the employees come within the ambjt of said Rules.

DIRECTORS''RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with''proper explanation relating to material departures;

- That the Directors have 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 as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the annual accounts for the year ended 31st March, 2013 has been prepared on a going concern basis.

SUBSIDIARY COMPANY AND CONSOUDATED FINANCIAL STATEMENTS:

The Company had one subsidiary as on March 31, 2013. The subsidiary Company in the business of real estate, since it become subsidiary there is no change in its business.

As required under the Listing Agreements entered into with the Stock Exchanges, a Consolidated Financial Statement of the Company and its subsidiary is attached. The Consolidated Financial Statement has been prepared in accordance with the relevant accounting standards as prescribed by the Act. The Consolidated Financial Statement discloses the assets, liabilities, income expenses and other detail of the Company and its subsidiary.

Pursuant to the provision of Section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial detail of the company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual report. The annual account of these subsidiary and the other related information will be made available to any member of the Company/its subsidiary at the Registered Office of the Company.

FIXED DEPOSIT:

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

AUDITORS:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company retires at the'' conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS'' REPORT:

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of the Company, submitted their reports for the year ended March 31, 2013 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING:

The shares of the Company are listed at the Bombay Stock Exchange Limited, Mumbai. The Company has paid the annual listing fees to the BSE for the year 2013-2014.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

The Certificate from the Statutory Auditors of the Company, M/s. Suresh Anchaliya & Co., confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the''Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board of Directors

Place : Mumbai Mahendra M Chordia

Date : 30th May, 2013 Chairman & Managing Director

Mar 31, 2012

To The Members of SWARNSARITA GEMS LIMITED

(Formerly known as Shyam Star Gems Limited)

The Directors have pleasure in presenting the 20th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

Particulars (Rs. In Lacs)

Year ended Year ended 31.03.2012 31.03.2011

Total Income 7233.36 1259.60

Profit / (Loss) Before Depreciation & Taxes 159.72 242.56

Less: Depreciation 7.38 8.06

Profit / (Loss) Before Tax 152.34 234.51

Less: Provision for Current Tax 29.03 35.00

Less: Provision for Deferred Taxation (3.11) (0.05)

Less: Earlier Tax (6.11) NIL

Profit / (Loss) After Tax for the year 132.53 199.55

Add: Balance in Reserves & Surplus 3729.13 3569.94

Less: Appropriations

Proposed Dividend 99.28 34.73

Taxes of Dividend 16.10 5.63

For dividend rounding off 0.06 NIL

Closing Balance 3746.22 3729.13

BUSINESS OUTLOOK

During the year under the review, the company has earned Profit before tax of 152.34 Lacs. Whereas Profit after tax was of 132.53 Lacs as against Profit before Tax of Rs. . 234.51 Lacs and Profit After Tax of Rs.. 199.55 Lacs for the corresponding previous year.

Further, the Company was granted an ISO 9001-2008 Certificate during the year under review.

DIVIDEND

The Directors are pleased to recommend dividend @5% [i.e. Re. 0.50 per Equity share of Rs. 10/- each] for financial year 2011 -2012. The dividend will be paid to members whosed names appear in the Register of Members as on Book closure Date; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners.

DIRECTORS:

Mr. Ashok Surana and Mr. Sanjay Kothari, Directors of the Companies, retire by rotation and being eligible; offer themselves for re-appointment at the ensuing Annual General Meeting.

Further, Mr. Rajendra Nolkha resigned as Director of the Company w.e.f. 11th August, 2012 and Mr. Sunil Jain was appointed as an Additional Director of the Company w.e.f. 11th August, 2012 respectively and is eligible for reappointment at the forthcoming Annual General Meeting.

The Board of Directors also recommended to appoint Mr. Sunil Jain as the Whole-time Director designated as Executive Director of the Company for a period of five years w.e.f. 11th August, 2012 whose period of office is liable to retire by rotation. Further, Mr. Sunil Jain is also designated as the Compliance officer of the company.

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

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, foreign exchange outgo towards purchase of goods is to the tune of 2,58,47,960/- and however the Company has not earned any foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

Information as per the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2012 is not applicable to the Company as none of the employees come within the ambit of said Rules.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the annual accounts for the year ended 31st March, 2012 has been prepared on a going concern basis.

AUDITORS

M/s. Suresh Anchaliya & Co, Chartered Accountants, the Auditors of the Company retires at the conclusion of this Annual General Meeting and being eligible offers themselves for reappointment.

AUDITORS' REPORT

M/s. Suresh Anchaliya & Co., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended 31st March, 2012 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING

The shares of the company are listed at the Bombay Stock Exchange Limited . The Company has paid the annual listing fees to the BSE for the year 2012-2013.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, forms part of this Annual Report.

The Certificate from the Auditors of the Company, M/s. Suresh Anchaliya & Co confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

POSTAL BALLOT CONDUCTED DURING THE YEAR

Based on the recommendations and findings of the Audit committee, the Board of Directors has conducted the postal ballot for following proposal, which was approved by the members by requisite majority.

1 Sale of undertaking of the Company pursuant to Section 293(1 )(a) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year. For and on behalf of the Board of Directors

Place: Mumbai Mahendra Chordia

Date :11th August,2012 Chairman & Managing Director

Mar 31, 2011

The Members of SHYAM STAR GEMS LIMITED

The Directors have pleasure in presenting the 19th Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2011.

FINANCIAL HIGHLIGHTS.

Particulars (Rs. in Lacs) Year ended Year ended 31.03.2011 31.03.2010

Total Income 1259.60 57.82

Profit / (Loss) Before Depreciation & Taxes 242.56 (178.95)

Less: Depreciation 8.06 7.91

Profit / (Loss) Before Tax 234.51 (186.86)

Less: Provision for Current Tax 35.00 NIL

Less: Provision for Deferred Taxation (0.05) 0.15

Profit / (Loss) After Tax 199.55 (186.70)

Less: Appropriations

Proposed Dividend 34.73 34.73

Taxes of Dividend 5.63 5.77

Transferred to Reserves NIL NIL

Add: Profit & Loss account Balance B/f 3569.94 3797.13

Balance Carried to Balance Sheet 3729.13 3569.94

BUSINESS OUTLOOK

During the year under the review, the company has incurred Profit before tax of Rs. 234.51 Lacs. Whereas Profit after tax was of Rs. 199.55 Lacs as against Loss before Tax of Rs. 186.86 Lacs and Loss After Tax of Rs. 186.70 Lacs for the corresponding previous year.

DIVIDEND

The Directors are pleased to recommend a dividend @5% i.e. Re. 0.50 per Equity share of Rs. 10/- each for financial year 2010 -2011. The dividend will be paid to members whosed names appear in the Register of Members as on Book closure and Record Date; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as benificial owners.

CHANGE IN THE MANAGEMENT PURSUANT TO TAKEOVER

The Company, Shyam Star Gems Limited has been taken over by SWARNSARITA JEWELLERS PRIVATE LIMITED through Share Purchase Agreement with the erstwhile Promoters of Shyam Star Gems Limited and Open Offer to the Shareholders of Shyam Star Gems Limited under regulation 10 & 12 of the SEBI (Substantial Acquisition and Takeovers) Regulations, 1997.

Pursuant to the completion of takeover, there has been a change in the management control of the Company. The composition of the new Board of directors of the Company is as mentioned in "Promoters & DirectorsÃ heading.

PROMOTERS & DIRECTORS

The change in control of management under regulation 10 & 12 of the SEBI (Substantial Acquisition and Takeovers) Regulations, 1997 has been approved and accordingly SWARNSARITA JEWELLERS PRIVATE LIMITED has become the new Promoter of the Company.

The composition of Board of Shyam Star Gems Limited has undergone some changes due to appointments/ cessations as mentioned below:

Pursuant to the provisions of Section 260 of The Companies Act, 1956, Mr. Mahendra M. Chordia (w.e.f. 7th March, 2011), Mr. Rajendra H. Nolkha (w.e.f. 7th March, 2011), Mr. Ashok Surana (w.e.f. 15th April, 2011), Mr. Ganpat Karnawat (w.e.f. 15th April, 2011) and Mr. Sanjay Nandalal Kothari (w.e.f. 15th April, 2011) were appointed as Additional Directors of the Company and would hold office up to the date of the ensuing Annual General Meeting.

The Company has received notices in writing from members proposing the candidature of above directors for the Office of Directors liable to retire by rotation.

During the year, Mr. Savji D. Patel (w.e.f 28th March, 2011), Mr. Ramesh M. Patel (w.e.f 28th March, 2011), Mr. Bhanuchandra Manilal Mewada (w.e.f 11th May, 2011), Mr. Rajesh Jesinglal Shah (w.e.f 11th May, 2011) and Mr. Rajiv Navinchandra Shah (w.e.f 11th May, 2011) has tendered their resignation. The Board records its appreciation for the valuable contribution made to the company by them.

Company appointed Mr. Mahendra M. Chordia, Director of the Company as Chairman & Managing Director of the Company w.e.f 01st April, 2011 and said appointment will be subject to approval in the forthcoming Annual General Meeting.

CHANGE IN COMPOSITION OF VARIOUS COMMITTEES PUSUANT TO CHANGE IN MANAGEMENT

During the year under review, Audit committee was reconstituted w.e.f. 15th April, 2011 and Composition of the Committee is as follows:

Mr. Ashok Surana (Chairman & Independent Director)

Mr. Sanjay Kothari (Independent Director)

Mr. Mahendra M. Chordia (Executive & Non-Independent Director)

During the year under review, Share Transfer/Investor Grivance committee was reconstituted w.e.f. 15th April, 2011 and Composition of the Committee is as follows:

Mr. Rajendra H. Nolkha (Chairman, Executive & Non-Independent Director)

Mr. Ashok Surana (Independent Director)

Mr. Sanjay Kothari (Independent Director)

During the year under review, Remuneration committee was reconstituted w.e.f. 15th April, 2011 and Composition of the Committee is as follows:

Mr. Ashok Surana (Chairman & Independent Director)

Mr. Sanjay Kothari (Independent Director)

Mr. Ganpat Karnawat (Independent Director)

REAPPOINTMENT OF THE DIRECTOR

Mr.Vallabh N. Patel, Director of the Companies, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under the review, the registered office of the Company has been shifted from 01, "Shyam BungalowÃ, Plot No. 199/200, Pushpa Colony, Fatimadevi School Lane, Manchubhai Road, Malad (East), Mumbai- 400 097 to 17/ 19, Ground Floor, Dhanji Street, Mumbai-400 003 with effect from 15th April, 2011 as approved by the Board of the Directors at their meeting held on 15th April, 2011.

CHANGE IN THE NAME OF THE COMPANY

The New management has decided to change the name of

the company from "SHYAM STAR GEMS LIMITEDÃ to "SWARNSARITA GEMS LIMITEDÃ for which the company has received approval from Registrar of the Companies, Mumbai, Maharashtra.

Your directors recommend to considering and according your approval for the proposed change in the name as set out in the Notice calling the 19th Annual General Meeting.

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

Since your Company does not own manufacturing facility, the particulars relating to the conservation of energy and technology absorption as prescribed u/s. 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 do not apply to the Company in respect of the year under reference.

Further, details regarding foreign exchange earnings and outgo are mentioned in Note Nos. V(a) and V(b) of Notes to Accounts under Schedule K.

PARTICULARS OF EMPLOYEES

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and of the profit of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That the annual accounts for the year ended 31st March, 2011 has been prepared on a going concern basis.

AUDITORS

M/s. Ravi & Dev., Chartered Accountants, Mumbai, Statutory Auditors of the Company, will hold office until the conclusion of the ensuing Annual General Meeting. They have given a resignation letter in writing and expressed their unwillingness to be re-appointed as the Statutory Auditors of the Company due to their pre-occupation and engagement with other professional work. The Company has received letter of confirmation from M/s. Suresh Anchaliya & Co., Chartered Accountants for their appointment as Statutory Auditors of the Company, and if made would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956. The members are requested to consider their appointment for the financial year 2011-2012 and authorize the Board of the Directors to fix their remuneration.

AUDITORS' REPORT

M/s. Ravi & Dev., Chartered Accountants, Mumbai, the Statutory Auditors of your Company, submitted their reports for the year ended March 31, 2011 which are self explanatory and requires no comments or explanation under Section 217(3) of the Companies Act, 1956.

LISTING

The shares of the company are listed at the Bombay Stock Exchange Limited, Mumbai. The Company has paid the annual listing fees to the BSE for the year 2011-2012.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance. Your Directors adhere to the stipulations set out in the Listing Agreement with the Stock Exchanges.

A report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Annual Report.

Certificate from the Auditors of the Company, M/s Ravi & Dev confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

FURTHER ISSUE OF CAPITAL

In order to augment its resources for growth, expanding asset, financing business and other corporate purposes, your Company proposes to raise funds by further issue of 1,20,54,600 Equity Shares and 20,00,000 Convertible warrants of Rs. 10/- each to Promoters and Other Investors at a price which will be determined in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

In accordance with the provisions of Section 81(1A) of the Companies Act, 1956, read with the provisions of the listing agreement with stock exchanges, the proposed issue of capital would require approval of the Shareholders by the way of a special resolution. An appropriate resolution has been included in the Notice of the ensuing Annual General Meeting for approval of the Shareholders.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Outgoing Directors, Financial Institutions, Investors, Banks, Vendors, Members and Statutory Authorities. Your Directors express their deep appreciation to the Company's employees at all levels for their unstinted efforts and valuable contributions during the year.

For and On behalf of the Board of Directors

Sd/- Sd/- Mahendra M. Chordia Rajendra Nolkha Chairman & Managing Director Director

Place: Mumbai Date : 23/06/2011

Mar 31, 2010

The Directors have pleasure in presenting their 18th Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS:

31/03/2010 31/03/2909 (In Rs.) (In Rs.)

Profit/(Loss) before tax for the year (18,685,966) 168,035,545

Less: Provision for Current Taxes Excess prov. of earlier yrs. written back - -

Fringe Benefit Tax - (70,000)

Deferred Tax 15,470 (3780)

Profit/(Loss) After Tax for the Year (1,86,70,496) 167,961,765

Less: Proposed Dividend (3,472,700) -

Interim Dividend - (4,167,240)

Tax on Dividend (576,772) (708,223)

Transfer to General Reserve - -

Add: Profit/(Loss) brought forward 379,713,480 216,627,178

Profit/(Loss) Carried forward 356,993,512 379,713,480

PERFORMANCE: During the year the company incurred loss before tax of Rs. 18,685,966/- and Loss after tax of Rs. 18,670,496/- as against profit before tax of Rs. 168,035,545/- and profit after tax of Rs.167,961,765/- for the corresponding previous year The loss was incurred mainly due to fall in value of dollar vis-a-vis Indian rupee in respect of outstanding export payments which were realised during the year. Though the Industry is facing competition in the present market, the Management is hopeful for the growth of the Company in the coming years.

DIVIDEND:

The Directors are pleased to recommend a dividend @ 5% i.e. Re.0.50 per equity share of Rs.10/- each for financial year 2009-10.

DIRECTORS:

During the year under review, Mr. Savjibhai Patel and Mr. Ramesh Patel retire by rotation and being eligible offers themselves for reappointment at the forthcoming Annual General Meeting.

AUDITORS:

M/s RAVI & DEV, Chartered Accountants Auditors of the Company retire at the conclusion of this Annual Genetial Meeting. The members are requested to appoint auditors and to fix their remuneration.

Auditors Report : Auditors Report as issued by M/s RAVI & DEV, Chartered Accountants, Auditors of the Company is self explanatory and need not calls for any explanation by your Board.

FORFEITURE OF SHARE WARRANTS ISSUED ON PREFERENTIAL BASIS :

During the year under review, 500000 Share Warrants issued on preferential basis were forfeited due to non receipt of balance 90% amount due on such share warrants, which was one of the condition as mentioned in terms and conditions of said issue of share warrants.

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

The particulars regarding conservation of energy and technology absorption are not applicable to the Company. Further details regarding foreign exchange earnings and outgo are mentioned in Note Nos. 3 to 5 of Notes to Accounts under Schedule K.

FIXED DEPOSITS:

The Company has not accepted any loans or deposits from public in contravention of Section 58A of the Companies Act, 1956, and rules framed under the Companies (Acceptance of Deposits) Rules, 1975.

AUDIT COMMITTEE:

The Board of Directors have constituted an Audit Committee pursuant to Sec. 292A of the Companies Act, 1956 The Audit Committee consists of following members:

1) Mr. Rajesh J. Shah Chairman and Non-Executive, Independent

2) Mr. Rajiv Shah Non-Executive and Independent

3) Dr. Bhanuchandra M. Mewada Non-Executive and Independent

DIRECTORS RESPONSIBILITY STATEMENT as required pursuant to newly inserted Sec. 217(2AA):

i. that in the preparation of annual accounts for the Financial year 2009-2010, 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 estimated 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 that period.

iii. that 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;

iv. that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The company continued to believe in and accordingly upgrade itself with concept of Corporate Governance. The company has successfully maintained a code of Corporate Governance in alt its concerned operations comprehensively. Corporate Governance and Management Discussion & Analysis Report forms part of this Annual Report. The Company has obtained a Certificate from the Auditors for maintenance of Code of Corporate Governance.

PARTICULARS OF EMPLOYEES:

None of the employees of the company is in receipt of remuneration exceeding Rs.24,00,000/- Per annum, if employed for whole of the year or Rs. 2,00,000/- per month if employed for part of the year.

APPRECIATION:

Your Directors place on record their sincere appreciation of the service rendered by the employees of the Company and the Banks. Your Directors are also grateful to shareholders of the Company and local authorities for their continued valuable support and cooperation to the Company.

For and On behalf of the Board of Directors

SAVJI D. PATEL RAMESH PATEL MANAGING DIRECTOR CHAIRMAN

Place: Mumbai Date : 5th August, 2010

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Directors Report of Swarnsarita Jewels India Ltd.

â¢ FINANCIAL RESULTS:

â¢ REVIEW OF OPERATIONS Standalone:

Consolidated:

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

â¢ TRANSFER TO RESERVES:

â¢ DIVIDEND:

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

â¢ SHARE CAPITAL:

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Inductions / Appointment or Re-appointment of Director:

â¢ DECLARATION BY INDEPENDENT DIRECTORS

â¢ BOARD MEETINGS

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

â¢ BOARD EVALUATION

â¢ COMPOSITION OF AUDIT COMMITTEE

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

â¢ NOMINATION AND REMUNERATION POLICY

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

â¢ EXTRACT OF ANNUAL RETURN:

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

â¢ STATUTORY AUDITORS'' AND AUDITORS'' REPORT:

â¢ SECRETARIAL AUDIT

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

â¢ INTERNAL AUDIT & CONTROLS

â¢ EMPLOYEES'' STOCK OPTION PLAN

â¢ VIGIL MECHANISM

â¢ RISK MANAGEMENT POLICY

â¢ CORPORATE GOVERNANCE REPORT

â¢ DEPOSITS

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

â¢ INSURANCE:

â¢ RELATED PARTY TRANSACTIONS

â¢ CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

(a) Conservation of Energy:

(b) Absorption of Technology:

â¢ TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

â¢ LISTING WITH STOCK EXCHANGE:

â¢ COST AUDIT

â¢ OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

â¢ SECRETARIAL STANDARDS

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

â¢ PREVENTION OF INSIDER TRADING

â¢ MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

â¢ ACKNOWLEDGEMENT

â¢ FINANCIAL RESULTS:

â¢ REVIEW OF OPERATIONS Standalone:

Consolidated:

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

â¢ TRANSFER TO RESERVES:

â¢ DIVIDEND:

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

â¢ SHARE CAPITAL:

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Inductions / Appointment or Re-appointment of Director:

Cessation of Directorship:

â¢ DECLARATION BY INDEPENDENT DIRECTORS

â¢ BOARD MEETINGS

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

â¢ BOARD EVALUATION

â¢ COMPOSITION OF AUDIT COMMITTEE

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

â¢ NOMINATION AND REMUNERATION POLICY

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

â¢ DIRECTORSâ RESPONSIBILITY STATEMENT

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

â¢ EXTRACT OF ANNUAL RETURN:

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

â¢ STATUTORY AUDITORSâ AND AUDITORS'' REPORT:

â¢ SECRETARIAL AUDIT

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

â¢ INTERNAL AUDIT & CONTROLS

â¢ EMPLOYEES'' STOCK OPTION PLAN

â¢ VIGIL MECHANISM

â¢ RISK MANAGEMENT POLICY

â¢ CORPORATE GOVERNANCE REPORT

â¢ FINANCIAL RESULTS:

â¢ REVIEW OF OPERATIONS Standalone:

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

â¢ TRANSFER TO RESERVES:

â¢ DIVIDEND:

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

â¢ SHARE CAPITAL:

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

â¢ DECLARATION BY INDEPENDENT DIRECTORS

â¢ BOARD MEETINGS

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

â¢ BOARD EVALUATION

â¢ COMPOSITION OF AUDIT COMMITTEE

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

â¢ NOMINATION AND REMUNERATION POLICY

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

â¢ COMPOSITION OF CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

â¢ DIRECTORS'' RESPONSIBILITY STATEMENT

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

â¢ EXTRACT OF ANNUAL RETURN:

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

â¢ STATUTORY AUDITORS'' AND AUDITORS'' REPORT:

â¢ SECRETARIAL AUDIT

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

â¢ INTERNAL AUDIT & CONTROLS

â¢ EMPLOYEES'' STOCK OPTION PLAN

â¢ VIGIL MECHANISM

â¢ RISK MANAGEMENT POLICY

â¢ CORPORATE GOVERNANCE REPORT

â¢ DEPOSITS

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

â¢ INSURANCE:

â¢ RELATED PARTY TRANSACTIONS

â¢ CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

â¢ TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

â¢ LISTING WITH STOCK EXCHANGE:

â¢ COST AUDIT

â¢ OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

â¢ SECRETARIAL STANDARDS

â¢ SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

â¢ PREVENTION OF INSIDER TRADING

â¢ MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

â¢ ACKNOWLEDGEMENT

â¢ FINANCIAL RESULTS:

â¢ REVIEW OF OPERATIONS Standalone:

â¢ STATE OF AFFAIRS AND FUTURE OUTLOOK

â¢ TRANSFER TO RESERVES:

â¢ DIVIDEND:

â¢ MANAGEMENT DISCUSSION AND ANALYSIS

â¢ SHARE CAPITAL:

â¢ DIRECTORS AND KEY MANAGERIAL PERSONNEL:

â¢ DECLARATION BY INDEPENDENT DIRECTORS

â¢ BOARD MEETINGS

â¢ DISCUSSIONS WITH INDEPENDENT DIRECTORS

â¢ BOARD EVALUATION

â¢ COMPOSITION OF AUDIT COMMITTEE

â¢ COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

â¢ NOMINATION AND REMUNERATION POLICY

â¢ COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

â¢ DIRECTORSâ RESPONSIBILITY STATEMENT

â¢ PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

â¢ EXTRACT OF ANNUAL RETURN:

â¢ DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

â¢ STATUTORY AUDITORSâ AND AUDITORS'' REPORT:

â¢ SECRETARIAL AUDIT

â¢ ANNUAL SECRETARIAL COMPLIANCE REPORT

â¢ INTERNAL AUDIT & CONTROLS

â¢ EMPLOYEES'' STOCK OPTION PLAN

â¢ VIGIL MECHANISM

â¢ RISK MANAGEMENT POLICY

â¢ CORPORATE GOVERNANCE REPORT

â¢ DEPOSITS

â¢ PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

â¢ INSURANCE:

â¢ RELATED PARTY TRANSACTIONS

â¢ CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

â¢ CORPORATE SOCIAL RESPONSIBILITY (CSR):

â¢ LISTING WITH STOCK EXCHANGE:

â¢ COST AUDIT