Directors Report of Tribhovandas Bhimji Zaveri Ltd.

Mar 31, 2018

To,

The Members of

Tribhovandas Bhimji Zaveri Limited,

The Directors are pleased to present the Eleventh Annual Report on the business and operations of your Company together with the audited financial statements and Auditor’s Report for the financial year ended 31^st March, 2018:

Financial Results:

The financial performance of your Company for the financial year ended 31^st March, 2018 is summarized below:

Particulars	Standalone Financials
	31-Mar-18 (Rs. in Lakhs)		31-Mar-17 (Rs. in Lakhs)
Revenue from operations	175,568.51		169,796.20
Earnings before Finance Cost, Depreciation and Amortization	7,309.87		7,053.18
Add: Other Income	704.27		406.43
Less: Finance Cost	3,974.34		5,022.11
Less: Depreciation and Amortization expenses	849.35		870.61
Net Profit before Exceptional items & Taxes	3,190.45		1,566.89
Add: Exceptional items	-		-
Net Profit for the year before Taxes	3,190.45		1,566.89
Less: Provision for Taxes
Current Tax / MAT	981.00	165.27
MAT Credit	-	(165.27)
Deferred Tax Charge	103.97	83.02
Provision pertaining to earlier years	-	(190.35)
Profit for the year	2,105.48	1,674.22
Add: Other Comprehensive income	(36.42)	(25.41)
Total Comprehensive income for the year	2,069.06	1,648.81
Add: Balance Brought Forward from Previous Year	21,732.16	20,083.35
Surplus Available for Appropriation	23,801.23	21,732.16
Appropriations:
Transfer to General Reserve	-	-
Total Appropriations	-	-
Surplus Available after Appropriation	23,801.23	21,732.16
Add: Balance in Security Premium Account	16,791.35	16,791.35
Add: Balance General Reserve	1,401.47	1,401.47
Add: Balance Capital Reserve	-	-
Balance carried forward to Balance Sheet	41,994.05	39,924.98

Financial Performance:

Your Company has reported revenue profit during the financial year 2017-18. Total income increased to Rs. 176,272.78 Lakhs from Rs. 170,202.63 Lakhs in the previous financial year, at an increased rate of 3.57%. The profit before tax increased to Rs. 3,190.45 Lakhs, up by 103.62% while net profit after tax increased to Rs. 2,105.48 Lakhs, up by 25.76%.

The Gross Profit Margin for the financial year 2017-18 has increased to 14.02% as compared to 13.94% in the previous financial year. In the absolute term the Gross Profit has increased to Rs. 24,609.98 Lakhs as compared to Rs. 23,677.60 Lakhs during the previous financial year.

The EBITDA for the financial year 2017-18 has increased to 4.16% as compared to 4.15% in the previous financial year.

During the current financial year, your Company has opened four owned mall stores at Sea Woods Mall, Navi Mumbai, R-City Mall, Ghatkopar (West), Phoenix Mall, Lower Parel and Phoenix Mall, Pune and shut down one store at Aurangabad, Maharashtra. Your Company has also opened two new franchisee stores at Jamnagar, Gujarat and Bhopal, Madhya Pradesh totaling the number of showrooms to thirty seven in twenty six cities and eleven states.

Dividend:

Your Directors are pleased to recommend the dividend of 7.50%, i.e. dividend of Rs. 0.75 (Seventy Five Paise only) per equity share of face value of Rs. 10 each for the financial year ended 31^st March, 2018, subject to the approval of the Members at the ensuing Annual General Meeting, against the dividend of ‘ NIL per equity share of face value of Rs. 10 each, i.e. NIL% for the previous financial year ended 31^st March, 2017. Your Company will pay the tax on dividend as per the provisions of the Income Tax Act, 1961. It is not proposed to transfer any amount to General Reserve for the year under review.

The total outgo for the current financial year amounts to Rs. 60,335,471 (Rupees Six Crores Three Lakhs Thirty Five Thousand Four Hundred Seventy One only) including dividend distribution tax of Rs. 10,287,506 (Rupees One Crore Two Lakhs Eighty Seven Thousand Five Hundred Six only) for the current financial year ended 31^st March, 2018, as compared to the dividend of ‘ NIL for the previous financial year ended 31^st March, 2017.

Changes in Nature of Business, if any:

During the financial year 2017-18 there was no change in nature of business of your Company.

Material Changes and Commitments:

There have been no material changes and commitments since the close of the financial year i.e. 31^st March, 2018 till the date of signing of this Director’s Report, affecting the financial position of your Company.

Changes in Authorised Share Capital:

During the financial year 2017-18 there was no change in the Authorised Share Capital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2017-18 there was no change in the Paid-up Share Capital of your Company.

Wholly Owned Subsidiary Company:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board’s Report has been prepared on the basis of standalone financial statements and a report on performance and financial position of the wholly owned subsidiary included in the consolidated financial statements is presented and is stated in this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of your Company, www.tbztheoriginal.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company has also been placed on the website of your Company, www.tbztheoriginal.com. Members interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary company may write to the Company Secretary at your Company’s corporate office or email to [email protected].

For the year under review your Company has two wholly owned subsidiaries namely; (i) Tribhovandas Bhimji Zaveri (Bombay) Limited and (ii) Konfiaance Jewellery Private Limited. But as on 31^st March, 2018 your Company has only one subsidiary company namely; Tribhovandas Bhimji Zaveri (Bombay) Limited.

Konfiaance Jewellery Private Limited was a non-operational company and has no turnover in previous years and the Company was also not planning to do any business in that Company and due to that reason, it was decided to Liquidate the affairs (winding-up) of this wholly-owned subsidiary company as Voluntary Liquidation. To give effect to this the Board of Directors of holding company as well as wholly-owned subsidiary company at its Board Meeting dated 2^nd August, 2017, have approved to Liquidate the affairs (winding-up) of Konfiaance Jewellery Private Limited, Wholly Owned Subsidiary of your Company under Voluntary Liquidation Process. At the Extra Ordinary General Meeting of Konfiaance Jewellery Private Limited held on 28^th August, 2017 the members have approved by way of Special Resolution, the winding up of the affairs of the company by Members’ Voluntary Liquidation Process. Your Company has voluntarily given intimation under the outcome of the Board Meeting to Stock Exchanges (NSE & BSE) on 2^nd August, 2017 to follow a good corporate governance; as Konfiaance Jewellery Private Limited, is not a material wholly owned subsidiary company and not falling under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Konfiaance Jewellery Private Limited, which was wholly owned subsidiary company of your Company is under the process of Voluntary Liquidation. The Voluntary Liquidation process has begun on 28^th August, 2017 in pursuance of provisions of Section 59 of the Insolvency and Bankruptcy Code, 2016 and Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017 and the process of voluntary liquidation has been completed on 31^st March, 2018. As required under Regulation 38 (2) and (3) of the Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017, the liquidator has prepared and submitted the final report to the Insolvency and Bankruptcy Board of India and the Registrar of Companies and the application for dissolution of the company is being filed with the National Company Law Tribunal as required by Section 59 (7) and all other applicable provisions of the Insolvency and Bankruptcy Code, 2016.

Your Company has constituted “Policy on Determining Material Subsidiaries” in accordance with the Regulation 16(1)(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy will be used to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries. As per the Policy and as per the requirements of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 none of the wholly owned subsidiary companies are material subsidiary company of your Company. The Policy on determining material subsidiaries is available on your Company’s website at the link: http://www.tbztheoriginal. com/pdf/TBZ-Material%20Subsidiary% 20Policy.pdf.

As per the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements of your Company incorporating its wholly owned subsidiary company is prepared in accordance with applicable Indian Accounting Standards (Ind AS) are enclosed herewith.

Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from your Company (i.e. holding company).

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2017-18, has reported a total revenue of Rs. 2,028.83 Lakhs and has incurred profit before tax of Rs. 14.17 Lakhs and profit after tax of Rs. 11.46 Lakhs.

Performance/ State of company’s Affairs:

As on 31^st March, 2018, your Company was operating from thirty seven showrooms in twenty six cities and eleven states out of which thirty two showrooms are its own showrooms and five franchise showrooms and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

Recent Development(s):

During the current financial year, your Company has opened four owned mall stores at Sea Woods Mall, Navi Mumbai, R-City Mall, Ghatkopar (West), Phoenix Mall, Lower Parel and Phoenix Mall, Pune and shut down one store at Aurangabad, Maharashtra. Your Company has also opened two new franchisee stores at Jamnagar, Gujarat and Bhopal, Madhya Pradesh totaling the number of showrooms to thirty seven in twenty six cities and eleven states.

Awards & Recognition:

During the year under review your Company has won following awards:

Year	Awards
2017	‘India’s most preferred jewellery brand’ award given by UBM India

New Product Launch:

Wedding collection: Every year your Company is coming out with new ‘Wedding Collection’ as the iconic jewellery brand with a legacy of over 152 year introduced its new collection of diamond and gold jewellery to mark the beginning of the festive and wedding season. No Two Brides are the Same was the theme of this year’s wedding TVC & Collection. As it celebrated the unique spirit of each bride with specially crafted jewellery to suit the different personalities. The TVC encouraged the bride to be exactly what she has always dreamt to be however crazy it is.

credit Rating

During the year under review, CRISIL has reviewed the Credit Rating on the long-term bank facilities of your Company at ‘CRISIL BBB / Stable’ (Reaffirmed) vide letter Ref. No. TBZPL/18209/BLR/061717651 dated 21^st June, 2017 which is stated as follows:

Total Bank Loan Facilities Rated	Rs. 7,350 Million
Long-Term Rating	CRISIL BBB / Stable (Reaffirmed)

Decrease in inventories:

The inventory of your Company as on 31^st March, 2018 has decreased by Rs. 540.80 Lakhs as compared to the inventory on 31^st March, 2017. The decrease in inventory is due to inventory rationalisation.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Hedge Accounting / Derivative Financial instruments: Embedded Derivative:

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract - with the effect that some of the cash flows of the combined instrument vary in a way similar to a standalone derivative. An embedded derivative causes some or all of the cash flows that otherwise would be required by the contract to be modified according to a specified variable. Your Company enters into purchase gold contract, in which the amount payable is not fixed based on gold price on the date of purchase, but instead is affected by changes in gold

prices in future. Such transactions are entered into to protect against the risk of gold price movement in the purchased gold. Accordingly, such unfixed payables (gold loan) are considered to have an embedded derivative. Your Company designates the gold price risk in such instruments as hedging instruments, with gold inventory considered to be the hedged item. The hedged risk is gold prices movement.

Derivative are initially measured at fair value. Subsequent to initial recognition, derivative are measured at fair value, and changes there in are generally recognised in profit and loss.

At the inception of a hedge relationship, your Company formally designates and documents the hedge relationship to which your Company wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes your Company’s risk management objective and strategy for undertaking hedge, the hedging/ economic relationship, the hedged item or transaction, the nature of the risk being hedged, hedge ratio and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s fair value attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in fair value and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.

Commodity forward contract of NIL is outstanding as on 31^st March, 2018 (31^st March, 2017: 20 kgs was outstanding). Hedging loss is Rs. 9.99 Lakhs as on 31^st March, 2018 (31^st March, 2017: Mark to market loss of Rs. 1.16 Lakhs) is accounted in other expenses.

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and before the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and to the Board of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course of business or which are not on arm’s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Materiality on Related Party Transactions and manner of dealing with Related Party Transactions as approved by the Board is uploaded on your Company’s website at the link: http://www.tbztheoriginal.com/pdf/Policy%20on%20 Materiality%20of%20Related%20Party%20Transcations%20 &%20Dealing%20with%20RPT.pdf.

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Indian Accounting Standard (Ind AS) - 24 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review, your Company has transferred ‘ NIL to the General Reserve.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under Section 186 of the Companies Act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

Fixed Deposits / Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR), the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board and are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy may be accessed on your Company’s website at the link: http://www.tbztheoriginal.com/pdf/TBZ-%20CSR%20 Policy%20-%2004.08.2014.pdf.

Your Company is committed towards the “Corporate Social Responsibility (CSR)” initiatives as per the requirement of Section 135 of the Companies Act, 2013 (“Act”). The details of the composition of the Corporate Social Responsibility (CSR) Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

As part of initiatives under “Corporate Social Responsibility (CSR)”, for the financial year 2017-18, your Company has shortlisted the specific activities/ projects in the area of (a) ‘Promoting Healthcare including Preventive Healthcare’, which is falling under item (i) of Schedule VII of the Act; (b) ‘Promoting Education’ which is falling under item (ii) of Schedule VII of the Act and (c) ‘Promoting gender equality and women’s empowerment which is falling under item (iii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act, 2013, the total amount of CSR contribution is coming to Rs. 2,301,402 (Rupees Twenty Three Lakhs One Thousand Four Hundred and Two Only) for the financial year 2017-18. You Company has made total CSR contribution of Rs. 2,303,200 (Rupees Twenty Three Lakhs Three Thousand Two Hundred Only) for the financial year 2017-18. The prescribed CSR Expenditure required to be done by your Company has been spend as CSR activities for the financial year 2017-18. During the financial year 2017-18 there is no amount left unspent for the financial year 2017-18.

The total CSR contribution of Rs. 2,303,200 (Rupees Twenty Three Lakhs Three Thousand Two Hundred Only) were contributed to (1) Cancer Patient Aid Association (CPAA) of Rs. 360,000 for Promoting Healthcare including Preventive Healthcare; (2) West Wind Association of Rs. 50,000 for Promotion of Education Activities; (3) Under CSR Activity of your Company carries out CSR Activities for promoting gender equality and women’s empowerment under its main project known as “Pankhi Project”. Your Company has made total CSR Contribution of Rs. 1,893,200 for the financial year 2017-18 and out of which Rs. 60,000 was incurred towards administrative expenses and balance Rs. 1,833,200 made to various organisations such as: (a) Baroda Citizen Council (BCC) of Rs. 396,000 for providing family counseling; (b) Ahmedabad Women’s Action Group (AWAG) of Rs. 396,000 for providing family counseling; (c) Stree Mukti Sangathan of Rs. 506,200; (d) Bharatiya Stree Shakti of Rs. 535,000. These NGO’S/ organization carry out projects which are largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company is fully committed to make contributions towards CSR Activities of your Company as per the requirement of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is annexed herewith as “Annexure - A”

Business Risk Management:

SEBI has come out with the circular on the requirement of constitution of Risk Management Committee of the Board as per the requirement of the Listing Agreement (Regulations). As per SEBI Circular Reference No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September, 2015 issued by Securities and Exchange Board of India (SEBI) and as per the requirement of Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable to top 100 companies by market capitalization as at the end of the immediate previous financial year.

Accordingly, constitution of Risk Management Committee is not compulsory for your Company. To follow Corporate Governance in the right spirit, your Company has voluntarily constituted the Risk Management Committee of the Board. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company’s competitive advantage. Risk Management Committee provides assistance to the Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the functioning of your Company in day to day life including the Gold Price Risk Management Policy of your Company as well as mitigating the risk on hedging in domestic as well as international market.

The Key Business Risks Identified by Your Company and its Mitigation Plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuations observed in gold prices due to various international factors and stringent domestic government policies. To mitigate this risk of gold price fluctuation your Company has started doing hedging in domestic market to protect your Company from the gold price fluctuation. Your Company’s endure is to maximize procurement of inventory on gold loan as well as procurement of gold bar under gold loan scheme from various banks which will also help to reduce risk of your Company due to gold price fluctuation and takes care of natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors and majority of unorganized sectors in local area, with the foray of new entrants and many of the existing unorganized players adopting inorganic growth strategies. To mitigate this risk, your Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity/ visibility and enlarge product portfolio and various tactical offers.

Disclosure under Section 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

Directors:

In accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and for the purpose of calculation of ‘total number of Directors’ who are liable to retire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

Ms. Raashi Zaveri (DIN: 00713688), Whole-time Director of your Company, retires by rotation at the 11^th Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

Members at 9^th Annual General Meeting of your Company held on 19^th September, 2016, have re-appointed Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director and Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company for the period of five years from 1^st January, 2016 to 31^st December, 2020 and fixed their remuneration for the period of three years, i.e. from 1^st January, 2016 to 31^st December, 2018. Your Company proposes to fix the remuneration payable to Mr. Shrikant Zaveri (DIN: 00263725), Chairman & Managing Director and Ms. Binaisha Zaveri (DIN: 00263657) and Ms. Raashi Zaveri (DIN: 00713688), Whole-time Directors of your Company for the balance period of two years of their term, i.e. from 1^st January, 2019 to 31^st December, 2020 subject to the approval of Members by way of Special Resolution at the ensuing 11^th Annual General Meeting of your Company and the details of the same will be available in the Notice of Annual General Meeting forming part of the Annual Report.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a first term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); Independent Directors of your Company were appointed to hold office for the period of first term of five consecutive years upto 31^st March, 2019, in the 7^th Annual General Meeting of your Company held on 24^th September, 2014. As per provisions of the Companies Act, 2013, Independent Directors shall not be liable to retire by rotation.

The current tenure, i.e. the first term of five consecutive years of appointment of all three Non-Executive Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Ajay Mehta (DIN: 00028405) and Mr. Sanjay Asher (DIN: 00008221); is expiring on 31^st March, 2019. The terms of appointment of all three Independent Directors are not expiring at this Annual General Meeting. As per the requirement of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or reenactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors are eligible for re-appointment for the further / second term of five consecutive years subject to approval of Members by way of Special Resolution at the ensuing 11^th Annual General Meeting.

The members of the Nomination and Remuneration Committee in their meeting held on 2^nd May, 2018, have reviewed and evaluated the performance of all three Independent Directors for the current and past few years and have approved and recommended to the Board for the re-appointment of all three Non-Executive Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), as per the requirement of provisions of Section 160 and all other applicable provisions of the Companies Act, 2013.

Based on the approval and recommendation of the members of the Nomination and Remuneration Committee, the Board has reviewed and evaluated the performance of current as well as past few years of all three Independent Directors and based on evaluation of performance, the Board considered that their continued association would be of immense benefit to your Company and it is desirable to continue to avail services of all three Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), as Non-Executive Independent Directors. Accordingly, the Board has approved and recommends to re-appointment of Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), as an Independent Directors (Non-Executive) for a further / second term of five consecutive years, with effect from 1^st April, 2019; i.e. from 1^st April, 2019 to 31^st March, 2024 as per provision of Section 149(10) of the Companies Act, 2013 and these Independent Directors shall not be liable to retire by rotation at every Annual General Meeting of your Company, pursuant to provision of Section 149(13) read with Section 152 of the Act, subject to approval of the Members by way of Special Resolution at ensuing 11^th Annual General Meeting.

Your Company has received the Notice from a Member proposing candidature of all three Independent Directors, namely, Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405), for the office of Independent Director of your Company as per requirement of Section 160 of the Companies Act, 2013 and their re-appointment is approved and recommended to the Board by the members of the Nomination and Remuneration Committee. In the opinion of the Board Mr. Kamlesh Vikamsey (DIN: 00059620), Mr. Sanjay Asher (DIN:00008221) and Mr. Ajay Mehta (DIN: 00028405) fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder and applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for their reappointment for further/ second term of consecutive five years as an Independent Directors of your Company and are independent of the Management. Your Company has received declaration of independence from aforesaid Independent Directors as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI(LODR), Regulations, 2015.

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors. The Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the website of your Company at link: http:// www.tbztheoriginal.com/pdf/TBZ-Familiarisation%20Program (17-18).pdf.

Statement of Declaration given by Independent Directors under Section 149(7) of the Companies Act, 2013:

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel:

Pursuant to provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel of your Company:

Mr. Shrikant Zaveri, Chairman & Managing Director, Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors and Mr. Saurav Banerjee, Chief Financial Officer (CFO) and Mr. Niraj Oza, Head - Legal & Company Secretary of your Company are the Key Managerial Personnel of your Company.

Your Company does not have separate position of Chief Executive Officer (CEO), as all the responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. Shrikant Zaveri, Chairman & Managing Director of your Company.

Annual Evaluation of Performance / Board Evaluation Criteria:

Your Company believes that systematic evaluation contributes significantly to improved performance at the three levels; organizational, Board and Individual Board Member. It encourages the leadership, team work, accountability, decision making, communication and efficiency of the Board. Evaluation also ensures teamwork by creating better understanding of Board dynamics, management relations and thinking as a group within the Board. The process includes multi layered evaluation based on well-defined criteria consisting of relevant parameters.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and of its Directors individually, Chairperson of your Company as well as the evaluation of the working of its Committees. The manner in which evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

Nomination, Remuneration and Evaluation Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, their remuneration and their evaluation. In compliance with the provision of Section 178 of the Companies Act, 2013 and the Listing Regulations Nomination, Remuneration and Evaluation Policy is forming a part of Director’s Report as “Annexure - D”.

Number of Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met for five times during the year and members of the Audit Committee met four times during the year.

During the financial year 2017-18, five Board Meetings were convened and held on 3^rd May, 2017, 2^nd August, 2017, 19^th September, 2017, 29^th November, 2017 and 5^th February, 2018. Total four Audit Committee Meetings were convened and held on 3^rd May, 2017, 2^nd August, 2017, 29^th November, 2017 and 5^th February, 2018. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors’ Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

(a) that in preparation of the annual accounts, the applicable Indian Accounting Standards (Ind-AS) have been followed and there are no material departures;

(b) that they 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 your Company at the end of the financial year and of the profit and loss of your Company for that period;

(c) that they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively;

(f) that they have devised proper systems to ensure the compliance with all applicable laws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31^st March, 2018 were reviewed by the Audit Committee before being placed before the Board.

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

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - Rs. 144.04 Lakhs

Outflow - Rs. 150.18 Lakhs

Significant and Material Orders passed against Your Company by the Regulators or Courts or Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the Financial Year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company’s operations in future.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamsey as Chairman of the Committee and Mr. Ajay Mehta as member of the Committee and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. The numbers of Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named “Whistle Blower Policy (WBP)” for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of your Company’s website at the link: http:// www.tbztheoriginal.com/pdf/TBZ-Whistle%20Blower%20Policy.pdf.

Human Resources and Employee Relations:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,253 as on 31^st March, 2018. Employee Relations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22 of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013}:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee (“ICC”) has been set up from the senior management (with women employees constituting the majority) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. {There was no complaint received from any employee during the financial year 2017-18 and hence no complaint is outstanding as on 31^st March, 2018 for redressal}.

Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. (Refer “Annexure - F”).

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. (Refer “Annexure - E”).

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the prescribed format (in form MGT 9) is annexed herewith as “Annexure - c”.

Management Discussion and Analysis:

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations’), a detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder’s value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditor’s Certificate as per the requirements of Para E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

General Shareholder information:

General Shareholder Information is given in Item No. VII of the Report of Corporate Governance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial year 2018-19. Your Company’s shares are traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

Listing Agreement:

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015, issued Securities and Exchange Board of India (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 market to ensure better enforceability. The said regulations were effective from 1^st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months form the effective date. Your Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during November, 2015.

Adequacy of internal Financial controls with reference to Financial Statements:

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that your Company’s internal financial controls were adequate and effective with reference to the financial statements for the financial year ended 31^st March, 2018.

Internal control Systems and their Adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company’s business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company’s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement Indian Accounting Standards (Ind AS).

Stakeholders Relationship:

Stakeholders’ relations have been cordial during the year. As a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no investors’ grievances pending as on 31^st March, 2018. A confirmation to this effect has been received from your Company’s Registrar and Share Transfer Agent.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company’s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

Employee Stock Option Scheme (ESOP):

For the current financial year 2017-18, your Company do not have any open Employee Stock Option Scheme (ESOP) nor granted any fresh stock option to its employees.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and prepared in accordance with the Indian Accounting Standards (Ind AS) - 110 and all other applicable Indian Accounting Standards (Ind AS) prescribed by the Institute of Chartered Accountants of India, in this regard.

Reporting of Fraud by Auditors {Section 134 (3)(ca)}:

Pursuant to Section 143 (12) of the Companies Act, 2013, there are no instance(s) of fraud reported by the Auditors during the Financial Year 2017-18.

Auditors’ Report:

The observations made in the Auditors’ Report, read together with the relevant notes thereon are self-explanatory and hence, do not calls for any comment under Section 134 of the Companies Act, 2013.

The Auditors’ Report to the Members does not contain any qualification.

Statutory Auditors:

The term of appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as Statutory Auditors of your Company to audit financial accounts for the balance four financial years from 2014-15 to 2017-18 is expiring at ensuing 11^th Annual General Meeting of your Company and their group is completing ten years’ terms of appointment as the Statutory Auditors as per the requirement of Section 139 of the Companies Act, 2013.

As per the provisions of Sections 139, 141, 142 and all other applicable provisions of the Companies Act, 2013 read with the applicable rules of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and as per the approval and recommendation of the members of the Audit Committee to the Board, the Board of Directors of your Company, subject to the approval of Members by way of Ordinary Resolution at the ensuing 11^th Annual General Meeting of your Company, is proposing appointment of M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as Statutory Auditors of your Company in place of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, retiring Statutory Auditors, for the period of first term of five consecutive years i.e. from 11^th Annual General Meeting to be held in year 2018 till the conclusion of 16^th Annual General Meeting of your Company to be held in year 2023, subject to ratification of appointment at every Annual General Meeting, at a remuneration as may be mutually agreed to, between the Board of Directors and M/s. S R B C & CO LLP, plus applicable taxes, out-of-pocket expenses, travelling and other expenses, in connection with the work of audit to be carried out by them.

A resolution proposing appointment of M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as Statutory Auditors of your Company pursuant to Section 139 and all other applicable provisions of the Companies Act, 2013 forms part of the Notice.

M/s. S R B C & CO LLP, (FRN 324982E/E300003), (“the Audit Firm”) is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India. The Audit Firm was established in the year 2002 and is a limited liability partnership firm (“LLP”) incorporated in India. It has registered office at 22, Camac Street, Kolkata and has 9 branch offices in various cities in India. The Audit Firm has valid Peer Review certificate and is part of S.R. Batliboi & Affiliates network of audit firms. It is primarily engaged in providing audit and assurance services to its clients.

Your Company has received the eligibility letter from M/s. S R B C & CO LLP (Firm Registration No. 324982E/E300003), Chartered Accountants, as the Statutory Auditors, the appointment, if made, shall be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified in terms of Section 141 of the Companies Act, 2013 and related Rules for the appointment as the Statutory Auditors of your Company for financial year 2018-19, i.e. from 11^th AGM of your Company. As required under Regulation 33(1)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Directors propose the appointment of M/s. S R B C & CO LLP, (FRN 324982E/E300003), Chartered Accountants, as the Statutory Auditors of your Company for the period of first term of five consecutive years i.e. from 11^th Annual General Meeting to be held in year 2018 till the conclusion of 16^th Annual General Meeting of your Company to be held in year 2023.

M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, existing Statutory Auditors of your Company have issued a clean report on the financials of your Company and have not issued any qualifications for the financial year ended 31^st March, 2018.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report (in Form No. MR - 3) is annexed herewith as “Annexure - B”.

Internal Audit:

The Board of Directors has appointed M/s. Deloitte Haskins & Sells, LLP, (Firm Registration No. 117366W/W-100018), Chartered Accountants as Internal Auditors of your Company for financial year 2018-19.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

- Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its wholly owned subsidiaries.

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

Acknowledgement:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

Cautionary Statement:

Statement in the Board’s Report and the Management Discussion and Analysis describing your Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company’s operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of

Tribhovandas Bhimji Zaveri Limited

Shrikant Zaveri Binaisha Zaveri

Date: 2^nd May, 2018 Chairman & Managing Director Whole-time Director

Place: Mumbai (DIN: 00263725) (DIN: 00263657)

---

Mar 31, 2017

To, ^

The Members of ^v V

Tribhovandas Bhimji Zaveri Limited, |

Your Directors are pleased to present the Tenth Annual Report on the business and operations of your Company together with the audited financial statements and Auditor''s Report for the financial year ended 31^st March, 2017:

Financial Results:

The financial performance of your Company for the financial year ended 31^st March, 2017 is summarized below:

(Rs, in Lakhs)

Particulars	Standalone Financials
	31-Mar-17	31-Mar-16
Revenue from operations	170,024.20	165,477.72
Other Income	336.48	462.80
Total Income	170,360.68	165,940.52
Earnings before Finance Cost, Depreciation and Amortization	7552.26	4,418.39
Less:
Finance Cost	5018.88	5,569.48
Depreciation and Amortization	870.61	1,008.51
Net Profit before Exceptional items & Taxes	1,662.77	(2,159.60)
Add: Exceptional items	-	-
Net Profit for the year before Taxes	1,662.77	(2,159.60)
Less: Provision for Taxes
Current Tax (MAT)	165.27	-
MAT Credit	(165.27)	-
Deferred Tax Assets	-	34.85
(Excess)/ Short Provision for tax of earlier years	(190.35)	118.53
Profit after tax	1,853.12	(2,312.98)

Particulars	Standalone Financials 31-Mar-17 31-Mar-16
Add: Balance Brought Forward from Previous Year	19,377.43	21,690.41
Add: Employee Stock Options outstanding at the commencement of the year	-	-
Surplus Available for Appropriation Appropriations:	21,230.55	19,377.43
Transfer to General Reserve	-	-
Proposed Dividend		-
Dividend Tax		-
Equity Dividend including dividend distribution tax paid for earlier years		-
Total Appropriations		-
Surplus Available after Appropriation	21,230.55	19,377.43
Add: Addition/(reduction) on option granted	-	-
Add: Balance in Security Premium Account	16,791.35	16,791.35
Add: Balance General Reserve	1,401.47	1,401.47
Add: Balance Capital Reserve	-	-
Balance carried forward to Balance Sheet	39,423.37	37,570.25

Financial Performance:

Your Company has reported revenue profit during the financial year 2016 - 2017. Total income increased to Rs, 170,360.68 Lakhs from Rs, 165,940.52 Lakhs in the previous financial year, at an increased rate of 2.66%. The profit before tax increased to Rs, 1,662.77 Lakhs, up by 176.99% while net profit after tax increased to Rs, 1,853.12 Lakhs, up by 180.12%.

Sale of Gold Jewellery decreased by 0.31% to Rs, 125,427.45 Lakhs as compared to Rs, 125,814.13 Lakhs during the previous financial year. Sale of Diamond-studded Jewellery increased by 5.83% to Rs, 37,597.66 Lakhs as compared to Rs, 35,526.47 Lakhs during the previous financial year.

The Gross Profit Margin for the financial year 2016 - 2017 has increased to 14.61% as compared to 14.22% in the previous financial year. In the absolute term the Gross Profit has increased to Rs, 24,838.43 Lakhs as compared to Rs, 23,527.30 Lakhs during the previous financial year.

The EBITDA for the financial year 2016 - 2017 has increased to 4.24% as compared to 2.39% in the previous financial year.

During the current financial year, your Company has opened two new franchisee showroom at Patna, (Bihar) and Ranchi, (Jharkhand) totaling the number of showrooms to thirty two in twenty five cities and eleven states.

Dividend:

In view to conserve reserves for future expansion, your Directors have not recommended any dividend for the financial year ended 31^st March, 2017, against the NIL dividend for the previous financial year ended 31^st March, 2016. The total outgo is Rs, NIL for current financial year ended 31^st March, 2017 as well as previous financial year ended 31^st March, 2016.

Changes in nature of business, if any:

During the financial year 2016 - 2017 there was no change in nature of business of your Company.

Material Changes:

There have been no material changes and commitments since the close of the financial year i.e. 31^st March, 2017 till the date of signing of this Director''s Report, affecting the financial position of your Company.

Changes in Authorized Share Capital:

During the financial year 2016 - 2017 there was no change in the Authorized Share Capital of your Company.

Changes in Paid-up Share Capital:

During the financial year 2016 - 2017 there was no change in the Paid-up Share Capital of your Company.

Wholly owned Subsidiary Companies:

As required under Rule 8(1) of the Companies (Accounts) Rules,

2014, the Board''s Report has been prepared on the basis of standalone financial statements and a report on performance and financial position of each of the wholly owned subsidiaries included in the consolidated financial statements is presented and is stated in this report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of your Company, www.tbztheoriginal.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of your Company, www.tbztheoriginal.com. Members interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary companies may write to the Company Secretary at your Company''s corporate office or email to [email protected].

For the year under review your Company has two wholly owned subsidiaries namely; (i) Tribhovandas Bhimji Zaveri (Bombay) Limited and (ii) Konfiaance Jewellery Private Limited.

Your Company has constituted "Policy on Determining Material Subsidiaries" in accordance with the Regulation 16(1 )(c) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy will be used to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries. As per the Policy and as per the requirements of the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 none of the wholly owned subsidiary companies are material subsidiary company of your Company. The Policy on determining material subsidiaries is available on your Company''s website at the link: http://www.tbztheoriginal. com/pdf/TBZ-Material%20Subsidiary% 20Policy.pdf.

As per the requirements of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the audited consolidated financial statements of your Company incorporating both its wholly owned subsidiary companies are prepared in accordance with applicable Accounting Standards are enclosed herewith.

i) Tribhovandas Bhimji Zaveri (Bombay) Limited

Tribhovandas Bhimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from your Company (i.e. holding company).

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2016 - 2017, has reported a total revenue of '' 1,544.39 Lakhs and has incurred loss before tax of Rs, 391.41 Lakhs and loss after tax of Rs, 378.29 Lakhs.

ii) Konfiaance Jewellery Private Limited

Konfiaance Jewellery Private Limited is a non-operational company. During the financial year 2016 - 2017, has not reported any revenue and has incurred loss before tax of Rs, 0.77 Lakh and loss after tax of Rs, 0.77 Lakh.

Performance/ State of Company''s Affairs:

As on 31^st March, 2017, your Company was operating from thirty two showrooms in twenty five cities and eleven states out of which twenty nine showrooms are its own showrooms and three franchise showrooms and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

Post 31^st March, 2017 and before signing of this Director''s Report, your Company has opened one more franchise showroom on 23^rd April, 2017 at Jamnagar, Gujarat. As on date of signing of this Director'' Report your Company was operating from thirty three showrooms in twenty six cities and eleven states out of which twenty nine showrooms are its own showrooms and four franchise showrooms.

Recent Development(s):

During the current financial year, your Company has opened its second franchise showroom at Patna, Bihar and third franchise showroom at Ranchi, Jharkhand, totaling the number of showrooms to thirty two in twenty five cities and eleven states.

Awards & Recognition:

During the year under review your Company has won following awards:

Year	Awards
2016	Winning of two awards at 12th Gemfields Retail Jewellers India Awards, 2016 in the field of (i) TV Campaign of the year, and (ii) The Diamond Jewellery of the Year.
2016	Winning of best ring design over '' 2,50,000 at the ''JJS-IJ Jewellers'' Choice Design Awards, 2016.

New Product Launch:

1) Your Company has launched a ''Floral Collection, which are beautiful pieces of jewellery with the theme ''Let Blessings Bloom'' were inspired by flowers. Customers could choose from some gorgeous pieces with intricate design work.

2) Your Company has also launched ''Rosabelle Collection'' by taking inspiration from the pantone shade of the year; Rose Quartz. It was an amalgamation of being lightweight and minimalistic in design aesthetics to keep up with the styles of today. Rosabelle is one of the warmest and universally flattering metals for every occasion; a feminine pastel hue, which is subtle and classic.

3) Every year your Company is coming out with new ''Wedding Collection'' as the iconic jewellery brand with a legacy of over 150 year introduced its new collection of diamond and gold jewellery to mark the beginning of the festive and wedding season. The collection incorporated pearls and precious stones like emeralds, rubies, sapphires and uncut diamonds with meenkari designs, adding a contemporary touch by enhancing the overall appearance of the jewellery.

Credit Rating

During the year under review, CRISIL has reviewed the Credit Rating on the long-term bank facilities of your Company at ''CRISIL BBB / Stable'' downgraded from ''CRISIL A-/Negative'', and withdrawn rating of '' 500 Million Commercial Paper Programme ''CRISIL A2 (Withdrawal) vide letter Ref. No. TBZPL/160034/BLR/071601366 dated 25^th July, 2016 which is stated as follows:

Total Bank Loan Facilities Rated	Rs, 7,350 Million
Long-Term Rating	CRISIL BBB / Stable (Downgraded from CRISIL A-/Negative)
Rs, 500 Million Commercial Paper Programme	CRISIL A2 (Withdrawal)

Decrease in Inventories:

The inventory of your Company as on 31^st March, 2017 has decreased by Rs, 9,842.43 Lakhs as compared to the inventory on 31^st March, 2016. The decrease in inventory is due to inventory rationalisation.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Hedge Accounting:

Your Company uses derivative financial instruments to manage risks associated with gold price fluctuations relating to certain highly probable forecasted transactions, foreign currency fluctuations relating to certain firm commitments and foreign currency and interest rate exposures relating to foreign currency loan, if any.

Your Company had adopted recognition and measurement criteria relating to cash flow hedge accounting as set out in AS 30 "Financial Instruments: Recognition and Measurement" issued by the Institute of Chartered Accountants of India (''ICAI'') for commodity forward contracts with effect from 1^st April, 2014. From 1^st April, 2016, your Company has adopted the Guidance Note on Accounting for Derivative Contracts issued by the ICAI in 2015 which was effective from 1^st April, 2016 for accounting of derivative instruments including hedge accounting. AS 30 stands withdrawn regarding matters covered under the guidance notes from 1^st April, 2016 and was also subsequently completely withdrawn by the ICAI in November 2016.

This change in accounting standard/policy has no significant impact on the financial statement of your Company.

The use of derivative financial instruments is governed by your Company''s policies approved by the Board of Directors, which provide written principles on the use of such instruments consistent with your Company''s risk management strategy.

Hedging instruments are initially measured at fair value and are premeasured at subsequent reporting dates. Changes in the fair value of these derivatives that are designated and effective as hedges of future cash flows are recognized directly in hedging reserve and the ineffective portion is recognized immediately in the Statement of Profit and Loss.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. For forecasted transactions, any cumulative gain or loss on the hedging instrument recognized in hedging reserve is retained until the forecast transaction occurs upon which it is recognized in the Statement of Profit and Loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss accumulated in hedging reserve is recognized immediately to the Statement of Profit and Loss.

Changes in the fair value of derivative financial instruments that have not been designated as hedging instruments are recognized in the Statement of Profit and Loss as they arise.

Derivative Financial Instruments:

Your Company has adopted recognition and measurement criteria relating to cash flow hedge accounting as set out in Guidance note on Accounting for Derivative Contracts issued by the ICAI in 2015 which is effective from 1^st April, 2016 for accounting of derivative instruments including hedge accounting.

Your Company uses these commodity forward contracts to hedge its gold price fluctuation risks on its highly probable cash flows from future sales transactions. These derivatives are not used for trading or speculation purposes. Your Company classifies such derivative contracts that hedge gold price fluctuation risk associated with highly probable forecast sale transactions as cash flow hedges and measures them at fair value. Commodity forward contract of 20 kgs is outstanding as on 31^st March, 2017 (31^st March, 2016: Nil). Mark to market loss of Rs, 1.16 Lakhs as on 31^st March, 2017 (31^st March, 2016: Nil) is accounted in other expenses.

Related Party Transactions:

All contracts/ arrangements/ transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and before the Board for their approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and to the Board of Directors at their Board Meetings for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course of business or which are not on arm''s length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Materiality on Related Party Transactions and manner of dealing with Related Party Transactions as approved by the Board is uploaded on your Company''s website at the link: http://www.tbztheoriginal.com/pdf/Policy%20on%20 Materiality%20of%20Related%20Party%20Transcations%20 &%20Dealing%20with%20RPT.pdf.

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Accounting Standard - 18 forms a part of notes to accounts.

Transfer to Reserves:

During the year under review, your Company has transferred '' NIL to the General Reserve.

Particulars of Loans given, Investments made, Guarantees given and Securities provided under Section 186 of the Companies Act, 2013:

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

Fixed Deposits / Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Insurance:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under Corporate Social Responsibility (CSR), the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company, which has been approved by the Board and are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy may be accessed on your Company''s website at the link: http://www.tbztheoriginal.com/pdf/TBZ-%20CSR%20 Policy%20-%2004.08.2014.pdf.

Your Company is committed towards the "Corporate Social Responsibility (CSR)" initiatives as per the requirement of Section 135 of the Companies Act, 2013 ("Act"). The details of the composition of the Corporate Social Responsibility (CSR) Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)", for the financial year 2016 - 2017, your Company has shortlisted the specific activities/ projects in the area of (a) ''Promoting Healthcare including Preventive Healthcare'', which is falling under item (i) of Schedule VII of the Act; (b) ''Promoting Education'' which is falling under item (ii) of Schedule VII of the Act and (c) ''Promoting gender equality and women''s empowerment which is falling under item (iii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

As per Section 135 of the Companies Act, 2013, the total amount of CSR contribution is coming to Rs, 6,725,839 (Rupees Sixty Seven Lakhs Twenty Five Thousand Eight Hundred and Thirty Nine Only) for the financial year 2016 - 2017, out of which your Company has made CSR contribution of Rs, 4,795,843 (Rupees Forty Seven Lakhs Ninety Five Thousand Eight Hundred Forty Three only) for the financial year 2016 - 2017. Your Company has made short contribution under CSR activities of Rs, 1,929,996 (Rupees Nineteen Lakhs Twenty Nine Thousand Nine Hundred and Ninety Six only) for the financial year 2016 - 2017.

The total CSR contribution of Rs, 4,795,843 (Rupees Forty Seven Lakhs Ninety Five Thousand Eight Hundred Forty Three only) were contributed to (1) Cancer Patient Aid Association (CPAA) of Rs, 350,000 for Promoting Healthcare including Preventive Healthcare; (2) Salaam Bombay Foundation of Rs, 500,000 for promoting education, including special education and employment enhancing vocational skills; (3) 8^th South Mumbai Junior Soccer Challenger 2016 of Rs, 75,000 for promoting education, including special education and employment enhancing vocational skills; (4) Paper Boat Project of your Company Rs, 10,000 for promoting education; (5) Bal Ashram (Orphanage) of Raipur of Rs, 2,250 for promoting education. (6) Your Company has launched ''PANKHI'' project which was launched for the promotion of gender equality and women empowerment and has contributed total amount of Rs, 3,858,593 through various NGO''s like, (a) to SNEHA by making contribution of Rs, 2,794,567; (b) to Bharatiya Stree Shakti by making contribution of Rs, 535,000; (c) Stree Mukti Sangathan by making contribution of Rs, 506,200; (d) Pankhi project administrative expenses of Rs, 22,826. These NGO''S/ organization carry out projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company is fully committed to make contributions towards CSR Activities of your Company as per the requirement of Section 135 of the Companies Act, 2013. As this being the initial years of CSR activity of your Company, the members of the CSR Committee as well as the members of the Board has decided to go ahead with CSR activities with proper research and planning and decided not to make balance required contribution as stated above in haste, but decided to make the required contribution as and when your Company finds suitable projects or area in the coming financial years. Your Company is fully committed to participate whole heartedly under the CSR Activities.

The Annual Report on CSR activities is annexed herewith as "Annexure - B"

Business Risk Management:

SEBI has come out with the circular on the requirement of constitution of Risk Management Committee of the Board as per the requirement of the Listing Agreement (Regulations). As per SEBI Circular Reference No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September, 2015 issued by Securities and Exchange Board of India (SEBI) and as per the requirement of Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 shall be applicable to top 100 companies by market capitalization as at the end of the immediate previous financial year.

Accordingly, constitution of Risk Management Committee is not compulsory for your Company. To follow Corporate Governance in the right spirit your Company has voluntarily constituted the Risk Management Committee of the Board. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company''s competitive advantage. Risk Management Committee provides assistance to the Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the functioning of your Company in day to day life including the Gold Price Risk Management Policy of your Company as well as mitigating the risk on hedging in domestic as well as international market.

The key business risks identified by your Company and its mitigation plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuations observed in gold prices due to various international factors and stringent domestic government policies. To mitigate this risk of gold price fluctuation your Company has started doing hedging in domestic market to protect your Company from the gold price fluctuation. Your Company''s endure is to maximize procurement of inventory on gold loan as well as procurement of gold bar under gold loan scheme from various banks which will also help to reduce risk of your Company due to gold price fluctuation and takes care of natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competitive with few organized sectors and majority of unorganized sectors in local area, with the foray of new entrants and many of the existing unorganized players adopting inorganic growth strategies. To mitigate this risk, your Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity/ visibility and enlarge product portfolio and various tactical offers.

Disclosure under Section 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

Directors:

In accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and for the purpose of calculation of ''total number of Directors'' who are liable to retire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri, Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

Ms. Binaisha Zaveri (DIN: 00263657), Whole-time Director of your Company, retires by rotation at the tenth Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey, Mr. Ajay Mehta and Mr. Sanjay Asher; Independent Directors of your Company were appointed to hold office for the period of five consecutive years for a term up to 31^st March, 2019, in the seventh Annual General Meeting of your Company held on 24^th September, 2014. Independent Directors shall not be liable to retire by rotation.

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors. The Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on the website of your Company at link: http:// www.tbztheoriginal.com/pdf/TBZ-Familiarisation%20Prog. (16-17).pdf.

Statement of declaration given by Independent Directors under Section 149(7) of the Companies Act, 2013:

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel:

Mr. Shrikant Zaveri, Chairman & Managing Director, Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors and Mr. Saurav Banerjee, Chief Financial Officer (CFO) and Mr. Niraj Oza, Head - Legal & Company Secretary of your Company are the Key Managerial Personnel of your Company as per the requirement of Section 203 of the Companies Act, 2013.

Your Company does not have separate position of Chief Executive Officer (CEO), as all the responsibilities of Chief Executive Officer (CEO) has been discharged by Mr. Shrikant Zaveri, Chairman & Managing Director of your Company.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, and of its Directors individually, Chairperson of your Company as well as the evaluation of the working of its Committees. The manner in which evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

Nomination, Remuneration and Evaluation Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management, their remuneration and their evaluation. In compliance with the provision of Section 178 of the Companies Act, 2013 and the Listing Regulations Nomination, Remuneration and Evaluation Policy is forming a part of Director''s Report as "Annexure - E".

Number of Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met for five times during the year and members of the Audit Committee met four times during the year.

During the financial year 2016 - 2017, five Board Meetings were convened and held on 2^nd May, 2016, 3^rd August, 2016, 19^th September, 2016, 9^th November, 2016 and 7^th February, 2017. Total four Audit Committee Meetings were convened and held on 2^nd May, 2016, 3^rd August, 2016, 9^th November, 2016 and 7^th February, 2017. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors'' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:

(a) that in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) that they 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 your Company at the end of the financial year and of the profit and loss of your Company for that period;

(c) that they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed by your Company and that such internal financial controls were adequate and were operating effectively;

(f) t hat they have devised proper systems to ensure the compliance with all applicable laws and that such systems were adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31^st March, 2017 were reviewed by the Audit Committee before being placed before the Board.

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

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - Rs, Nil

Outflow - Rs, 139.27 Lakhs

Significant and Material Orders passed against your Company by the Regulators or Courts or Tribunals:

Pursuant to the requirement of Section 134(3)(q) of the Companies Act, 2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during the Financial

Year under review, there are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company''s operations in future.

Audit Committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamsey as Chairman of the Committee and Mr. Ajay Mehta as member of the Committee and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. The numbers of Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report.

Vigil Mechanism / Whistle Blower Policy:

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of your Company''s website at the link: http:// www.tbztheoriginal.com/pdf/TBZ-Whistle%20Blower%20Policy.pdf.

Human Resources and Employee Relations:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,384 as on 31^st March, 2017. Employee Relations continued to be cordial at all levels.

Prevention of Sexual Harassment at workplace {Disclosure as required under Section 22 of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013}:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Your Company has adopted a policy on Prevention of Sexual Harassment at Workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behavior. An Internal Complaints Committee ("ICC") has been set up from the senior management (with women employees constituting the majority) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the Policy. All employees (permanent, contractual, temporary, trainees) are covered under the policy.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. {There was no complaint received from any employee during the financial year 2016 - 2017 and hence no complaint is outstanding as on 31^st March, 2017 for redressal}.

Particulars of Employees:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. (Refer "Annexure - G").

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. (Refer "Annexure - F").

Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in the prescribed format (in form MGT 9) is annexed herewith as "Annexure - D".

Management Discussion and Analysis:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

Corporate Governance:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder''s value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditor''s Certificate as per the requirements of Para E of Schedule V and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

General Shareholder Information:

General Shareholder Information is given in Item No. VII of the Report of Corporate Governance forming part of the Annual Report.

Listing Fees:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial year 2017 - 2018. Your Company''s shares are traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

Listing Agreement:

The Securities and Exchange Board of India (SEBI), on 2^nd September, 2015, issued Securities and Exchange Board of India (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 market to ensure better enforceability. The said regulations were effective from 1^st December, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months form the effective date. Your Company entered into Listing Agreement with BSE Limited and the National Stock Exchange of India Limited during November, 2015.

Internal Financial Controls:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the designs or operations were observed.

Internal Control Systems and their adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company''s business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company''s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement accounting standards.

Stakeholders Relationship:

Stakeholders'' relations have been cordial during the year. As a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no investors'' grievances pending as on 31^st March, 2017. A confirmation to this effect has been received from your Company''s Registrar and Share Transfer Agent.

Enhancing Shareholders Value:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

Participation in the Green Initiative:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

Employee Stock Option Scheme (ESOP):

During the previous financial year 2015 - 2016, ''TBZ ESOP, 2011'', the ESOP Scheme of your Company got closed. For the good Corporate Governance, your Company is reproducing the details of the ''TBZ ESOP, 2011'' which got closed in previous financial year 2015 - 2016, along with Annexures - ''A'' & ''AA'' for your reference. For the current financial year 2016 - 2017, your Company do not have any open ESOP scheme nor granted any fresh stock option to its employees. Henceforth, information on stock options will be given only when fresh options are granted by your Company.

The details of the shares issued under ESOP, as also the disclosures in compliance with the Companies (Share Capital and Debentures) Rules, 2014; {Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999} and Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 are set out in the "Annexure - A" & "Annexure -AA" to this Report.

No employee has been issued Options, during the year equal to or exceeding 1% of the issued capital of your Company at the time of the grant.

Pursuant to the approval of the Members at the Extra Ordinary General Meeting held on 12^th January, 2011, your Company adopted the Employees Stock Option Scheme, viz. ''TBZ ESOP, 2011''. The Scheme has been in compliance with the relevant provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Your Company has granted total 208,433 Equity Shares consisting of

111,309 Stock Options of '' 149.93 each and 97,124 Restricted Stock Units (RSUs) at face value of '' 10 each, which represents 0.42% of the pre-Issue paid up equity share capital of your Company and 0.31% of the fully diluted post-Issue paid up equity share capital of your Company. These options were granted to seven employees of your Company. The granted options will be vested in three tranches at the end of 12 months, 24 months and 36 months from the date of grant of option or from the date of listing (i.e. from 9^th May, 2012) whichever is later.

Before starting of the vesting period of the first tranche of the option, out of total seven employees to whom ESOP were granted, three employees have resigned and the total 109,048 Options consisting of 58,235 Stock Options of '' 149.93 each and 50,813 Restricted Stock Units (RSUs) of '' 10 each, which were granted to these employees were cancelled.

Your Company has received in principle approval for the balance granted Equity Shares towards Listing of your Company''s 99,385 Equity Shares consisting of 53,074 Stock Options of '' 149.93 each and 46,311 Restricted Stock Units (RSUs) of '' 10 each to be issued under pre-IPO Employees Stock Option Scheme, viz. ''TBZ ESOP, 2011'' from both the Stock Exchanges, viz. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and bearing reference no. NSE/LIST/201961-K dated 19^th April, 2013 and reference no. DCS/IPO/NJ/ESOP-IP/051/2013-14 dated 23^rd April, 2013, respectively.

On 6^th June, 2013, your Company has allotted 37,328 Equity Shares to those employees who have exercised their options under first tranche of ''TBZ ESOP, 2011'' out of total 38,843 vested Options under first tranche, and the balance of unexercised 1,515 Stock Options were lapsed and got cancelled. Your Company''s additional 37,328 Equity Shares got Listed w.e.f. 11^th June, 2013 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20130610-11 dated 10^th June, 2013 and letter No. NSE/LIST/206674-Q dated 11^th June, 2013 respectively.

Before starting of the vesting period of the second tranche of the Options (i.e. from 9^th May, 2014), out of balance four employees who left after grant of first tranche to whom ESOP were granted, two employees have resigned and the total 20,247 Options consisting of 10,812 Stock Options of '' 149.93 each and 9,435 Restricted Stock Units (RSUs) of '' 10 each, which were granted to these employees were cancelled. After the first tranche of allotment Equity Shares and cancellation of Options before starting of vesting period of second tranche, total net balance of 40,295 Options consisting of 24,572 Stock Options of '' 149.93 each and 15,723 Restricted Stock Units (RSUs) of '' 10 each, were yet to be exercised in second and third tranche of ''TBZ ESOP, 2011''.

On 10^th June, 2014, your Company has allotted 15,905 Equity Shares to those employees who have exercised their options under second tranche of ''TBZ ESOP, 2011'' out of total 17,288 vested Options under second tranche, and the balance of unexercised 1,383 Stock Options were lapsed and got cancelled. Your Company''s additional 15,905 Equity Shares got Listed w.e.f. 18^th June, 2014 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20140617-13 dated 17^th June, 2014 and letter No. NSE/LIST/242026-7 dated 17^th June, 2014 respectively.

On 15^th June,2015, your Company has allotted 10,720 Equity Shares to those employees who have exercised their options under third tranche of ''TBZ ESOP, 2011'' out of total 23,007 vested Options under third tranche, and the balance of unexercised 12,287 Stock Options were lapsed and got cancelled. Your Company''s additional 10,720 Equity Shares got Listed w.e.f. 25^th June,2015 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20150624-23 dated 24^th June, 2015 and letter No. NSE/LIST/31205 dated 24^th June, 2015 respectively.

Consolidated Financial Statements:

Your Directors are pleased to enclose the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the applicable Regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and prepared in accordance with the Accounting Standards (AS) - 21 and all other applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

Auditors'' Report:

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not calls for any comment under Section 134 of the Companies Act, 2013.

The Auditors'' Report to the Members does not contain any qualification.

Statutory Auditors:

The Members at the 7^th Annual General Meeting of your Company held on 24^th September, 2014 had appointed M/s.

B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as Statutory Auditors of your Company to audit financial accounts for the four financial years from 2014 - 2015 to 2017 - 2018 subject to ratification by the members at every AGM.

Your Company has received a letter from M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as the Statutory Auditors, the ratification of appointment, if made, shall be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified in terms of Section 141 of the Companies Act, 2013 and related Rules to continue as the Statutory Auditors of your Company for financial year 2017-2018. As required under Regulation 33(1)(d) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Your Directors propose ratification of appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, as the Statutory Auditors of your Company for the financial year 2017-2018.

The Statutory Auditors have issued a clean report on the financials of your Company and have not issued any qualifications for the financial year ended 31^st March, 2017.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report (in Form No. MR - 3) is annexed herewith as "Annexure - C".

Internal Audit:

The Board of Directors has re-appointed M/s. Aneja Associates, Chartered Accountants as Internal Auditors of your Company for financial year 2017 - 2018.

Reporting of Fraud by Auditors:

There is no instance of fraud reported by the Auditors during the Financial Year 2016 - 2017.

General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

- Details relating to deposits covered under Chapter V of the Act.

- Issue of equity shares with differential rights as to dividend, voting or otherwise.

- Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

- Neither the Managing Director nor the Whole-time Directors of your Company receive any remuneration or commission from any of its wholly owned subsidiaries.

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

Acknowledgement:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

Cautionary Statement:

Statement in the Board''s Report and the Management Discussion and Analysis describing your Company''s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company''s operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors of

Tribhovandas Bhimji Zaveri Limited

Shrikant Zaveri Raashi Zaveri

Date: 3^rd May, 2017 Chairman & Managing Director Whole-time Director

Place: Mumbai (DIN: 00263725) (DIN: 00713688)

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Eighth Annual Report on the business and operations of your Company together with the audited financial statements and Auditor's Report for the financial year ended 31st March, 2015:

FINANCIAL RESULTS:

The financial performance of your Company for the financial year ended 31st March, 2015 is summarised below:

(Rs. in Lakhs)

Particulars Standalone Financials

31st March,2015 31st March,2014

Revenue from operations 193,419.57 181,812.82

other Income 1,451.11 661.62

Total Income 194,870.68 182,474.44

Earnings before Finance Cost, Depreciation and Amortization 8,934.79 13,933.72

Less:

Finance Cost 5,021.68 4,634.97

Depreciation and Amortization 837.95 999.33

Net Profit before Exceptional items & Taxes 3,075.16 8,299.42

Add: Exceptional items 873.79 -

Net Profit for the year before Taxes 3,948.95 8,299.42

Less: Provision for Taxes

Current Tax 712.12 2,942.00

Deferred Tax Assets 632.74 (148.48)

(Excess)/ Short Provision for tax of earlier years - -

Profit after tax 2,604.09 5,505.90

Add: Balance Brought Forward from Previous Year 19,918.85 16,720.43

Add: Employee Stock options outstanding at the 24.85 71.83

commencement of the year

Surplus Available for Appropriation 22,547.79 22,298.16

Appropriations:

Transfer to General Reserve - 550.59

Proposed Dividend 667.20 1,500.84

Dividend Tax 164.93 255.06

Equity Dividend including dividend distribution tax paid for 0.42 0.98

earlier years

Total Appropriations 832.55 2,307.47

Surplus Available after Appropriation 21,715.24 19,990.69

Add: Addition/(reduction) on option granted (8.23) (46.98)

Add : Balance in Security Premium Account 16,775.59 16,752.19

Add : Balance General Reserve 1,400.60 1,400.60

Add : Balance Capital Reserve - -

Balance carried forward to Balance Sheet 39,883.20 38,096.50

FINANCIAL PERFORMANCE:

Your Company has reported revenue growth during the financial year 2014 - 2015. Total income increased to Rs. 194,870.68 Lakhs from Rs. 182,474.44 Lakhs in the previous financial year, at a growth rate of 6.79%. The profit before tax decreased to Rs. 3,948.95 Lakhs, down by 52.42% while net profit after tax decreased to Rs. 2,604.09 Lakhs, down by 52.70%.

Sale of Gold Jewellery increased by 3.74% to Rs. 145,669.74 Lakhs as compared to Rs. 140,423.02 Lakhs during the previous financial year. Sale of Diamond-studded Jewellery increased by 14.99% to Rs. 43,351.40 Lakhs as compared to Rs. 37,701.21 Lakhs during the previous financial year.

The Gross Profit Margin for the financial year 2014 - 2015 has declined to 13.84% from 16.97% in the previous financial year. In the absolute term the Gross Profit has decreased to Rs. 26,778.45 Lakhs as compared to Rs. 30,848.61 Lakhs during the previous financial year.

The EBITDA for the financial year 2014 - 2015 has declined to 4.58% from 7.64% in the previous financial year.

During the current financial year, your Company has opened one new showroom in Jamshedpur (Jharkhand) totaling the number of showrooms to twenty eight in twenty two cities and ten states.

DIVIDEND:

Your Directors are pleased to recommend the dividend of 10%, i.e. dividend of Rs. 1 (one rupee only) per equity share of face value of Rs. 10 each for the financial year ended 31st March, 2015, subject to the approval of the Members at the ensuing Annual General Meeting, against the normal dividend of Rs. 1.50 (one rupee fifty paise only) per equity share of face value of Rs. 10 each, i.e. 15% and special dividend of Rs. 0.75 (seventy five paise only) per equity share of face value of Rs. 10 each, i.e. 7.50% on the special occasion of completion of the 150th year of the organization amounting to the total dividend of Rs. 2.25 (two rupees twenty five paise only) per equity share of face value of Rs. 10 each i.e. 22.50% for the previous financial year ended 31st March, 2014.

The total outgo for the current financial year amounts to Rs. 80,302,502 (*) (Rupees Eight Crores Three Lakhs Two Thousand Five Hundred Two only) including dividend distribution tax of Rs. 13,582,602 (*) (Rupees one Crore Thirty Five Lakhs Eighty Two Thousand Six Hundred Two only) for the current financial year ended 31st March, 2015, as compared to the normal dividend of Rs. 117,088,421 (Rupees Eleven Crores Seventy Lakhs Eighty Eight Thousand Four Hundred Twenty one only) including dividend distribution tax of Rs. 17,008,571 (Rupees one Crore Seventy Lakhs Eight Thousand Five Hundred Seventy one only) and the special dividend of Rs. 58,544,210 (Rupees Five Crores Eighty Five Lakhs Forty Four Thousand Two Hundred Ten only) including dividend distribution tax of Rs. 8,504,285 (Rupees Eighty Five Lakhs Four Thousand Two Hundred Eighty Five only) on the special occasion of completion of the 150th year of the organization amounting to the total outgo for the previous financial year was of Rs. 175,632,631 (Rupees Seventeen Crores Fifty Six Lakhs Thirty Two Thousand Six Hundred Thirty one only) including dividend distribution tax of Rs. 25,512,856 (Rupees Two Crores Fifty Five Lakhs Twelve Thousand Eight Hundred Fifty Six only) for the previous financial year ended 31st March, 2014.

(*) However, under the Employees Stock option Scheme, viz. 'TBZ ESoP, 2011' the third tranche of 23,007 granted options are vested to the employee(s) and the vesting period opened from 9th May, 2015 to 8th June, 2015, where eligible employee(s) could exercise their options. As on the date of signing of this Director's Report, the employees have yet to exercise their options. The period of exercise and allotment of the Equity Shares under the ESoP Scheme will fall before the date of book closure and the said allotment will also have the right to dividend as the new Equity Shares shall rank pari passu with the existing Equity Shares in all respects. The above stated dividend amount including dividend tax amount will be subject to change to the extent of number of Equity Shares that get allotted under 'TBZ ESoP, 2011'.

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

During the financial year 2014 - 2015 there was no change in the nature of business of your Company.

MATERIAL CHANGES:

There has been no material changes and commitments since the close of the financial year i.e. 31st March, 2015 till the date of signing of this Director's Report, affecting the financial position of your Company.

changes in authorised share capital:

During the financial year 2014 - 2015 there was no change in the Authorised Share Capital of your Company.

changes in paid-up share capital:

During the financial year 2014 - 2015, the Paid-up Share Capital of your Company increased from Rs. 667,039,950 to Rs. 667,199,000 (i.e. from 66,703,995 Equity Shares to 66,719,900 Equity Shares), due to the fresh allotment of 15,905 Equity Shares made by your Company on 10th June, 2014 to the eligible employees who have exercised their options under the 2nd tranche of 'TBZ ESoP, 2011'. Apart from this, your Company has not issued any shares with differential voting rights nor granted sweat equity shares during the year under review.

wholly owned subsidiary companies:

As required under Rule 8(1) of the Companies (Accounts) Rules, 2014, the Board's Report has been prepared on standalone financial statements and a report on performance and financial position of each of the wholly owned subsidiaries included in the consolidated financial statements is presented and is stated below.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its standalone and the consolidated financial statements has been placed on the website of your Company, www.tbztheoriginal.com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of your Company, www.tbztheoriginal.com. Shareholders interested in obtaining a copy of the audited annual accounts of the wholly owned subsidiary companies may write to the Company Secretary at your Company's corporate office or email to [email protected].

For the year under review your Company has two wholly owned subsidiaries namely; (i) Tribhovandas Bhimji Zaveri (Bombay) Limited and (ii) Konfiaance Jewellery Private Limited.

Your Company has constituted "Policy on Determining Material Subsidiaries" in accordance with the Clause 49(V) (D) of the Listing Agreement. The Policy will be used to determine the material subsidiaries of your Company and to provide governance framework for such subsidiaries. As per the Policy and as per the requirements of the provisions of the Companies Act, 2013 and Listing Agreement none of the wholly owned subsidiary companies are material subsidiary company of your Company. The Policy on determining material subsidiaries is available on your Company's website at the link: http://www.tbztheoriginal.com/pdf/TBZ- Material%20Subsidiary% 20Policy.pdf.

As required under the Listing Agreement with the Stock Exchanges, the audited consolidated financial statements of your Company incorporating both its wholly owned subsidiary companies are prepared in accordance with applicable Accounting Standards are attached.

During the year under review, your Board of Directors has cancelled the proposal for Merger of two wholly owned subsidiaries, viz. Tribhovandas Bhimji Zaveri (Bombay) Limited and Konfiaance Jewellery Private Limited with the Holding Company, i.e. Tribhovandas Bhimji Zaveri Limited under the Scheme of Amalgamation. The proposal of Merger was approved by the Board of Directors in the Board Meeting held on 28th May, 2013. The Board of Directors of your Company was of the opinion that your Company will benefit by not merging these two wholly owned subsidiary companies with your Company. The required intimation has already been given to both the Stock Exchanges.

i) Tribhovandas Bhimji Zaveri (Bombay) Limited Tribhovandas Bhimji Zaveri (Bombay) Limited is operat- ing its manufacturing activities from 106, Kandivali Indus- trial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from its holding company.

Tribhovandas Bhimji Zaveri (Bombay) Limited, during the financial year 2014 - 2015, has reported a total revenue of Rs. 1,514.45 Lakhs, loss before tax of Rs. 296.95 Lakhs and net loss of Rs. 296.95 Lakhs.

ii) Konfiaance Jewellery Private Limited

Konfiaance Jewellery Private Limited is a non-operational company. During the financial year 2014 - 2015, has not reported any revenue, loss before tax of Rs. 0.89 Lakh and net loss of Rs. 0.89 Lakh.

PERFORMANCE/ STATE OF COMPANY'S AFFAIRS:

As on 31st March, 2015, your Company was operating from twenty eight showrooms in twenty two cities and ten states and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

During the year under review your Company has opened one new showroom at Jamshedpur (Jharkhand).

AWARDS & RECOGNITION:

During the year under review your Company has won following awards:

Year Awards

2014 10th Annual Gemfields & Nazraana Retail Jeweller India Awards 2014 in two categories - (i) Colored Gemstone Jewellery of the year, and (ii) 360 Degree Marketing Campaign of the year.

2014 "Indian Jeweller (IJ) Jewellers' Choice Design Awards 2014 in two categories - (i) Diamond Jewellery over Rs.5,00,000, and (ii) Best Bracelets Design over Rs. 5,00,000

2015 "Best Jewellery Company" award at the second Gem & Jewellery Trade Council of India (GJTCI) Excellence Awards.

2015 "Best Gold Jewellery of the year - In Vogue Award" at 5th National Jewellery Award organized by All India Gems and Jewellery Trade Federation (GJF).

2015 "Asia's most promising Brands - 2014" Award from the World Consulting & Research Corporation (WCRC).

NEW PRODUCT LAUNCH:

Your Company has launched new solitaire collection which gives the customers wide variety of gifting solutions. The new solitaire collection offers an exquisite range of earrings, pendants, rings with perfect illusion of a solitaire which surely will provide most personal form of gifting to celebrate the special moments of life.

Your Company has also launched a new diamond wedding jewellery collection with an objective to increase share of diamond jewellery sales and reinforce the brand position as a wedding jewellers. The whole campaign was promoted through various mediums including television advertisement.

CREDIT RATING

During the year under review, CRISIL has reaffirmed the Credit Rating on the long-term bank facilities of your Company at 'CRISIL A-/Stable', and has assigned its 'CRISIL A2 ' rating to your Company's Commercial Paper programme, vide letter Ref. No. CN/CR/TBZ/2014/CH1034 dated 31st December, 2014 which is stated as follows:

Total Bank Loan Facilities Rs. 7,350 Million Rated

Long-Term Rating CRISIL A- / Stable (Reaffirmed)

Rs. 500 Million Commercial CRISIL A2 (CRISIL A two Paper Programme plus Assigned)

CRISIL has again reviewed the Credit Rating to the long- term bank facilities of your Company, vide letter Ref. No. TBZPL/122222/BLR/021500693 dated 16th February, 2015 which is stated as follows:

Total Bank Loan Facilities Rs. 7,350 Million Rated

Long-Term Rating CRISIL A- / Stable (Reaffirmed)

INCREASE IN INVENTORIES:

The inventory of your Company as on 31st March, 2015 has increased by Rs. 179.09 Lakhs as compared to the inventory on 31st March, 2014. The increase in inventory is due to the opening of one new showroom during the year.

OPERATIONS:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

RECENT DEVELOPMENT(S):

During the year under review your Company has opened one (1) new showroom at Jamshedpur (Jharkhand).

During the year under review, your Company has announced TBZ franchising opportunity and invited franchisees to be part of jewellery retailing business. Through franchising opportunity, entrepreneurs can open TBZ - The Original stores across India and retail the brand's product including over 20,000 in-house designs.

Your Company has shifted its existing Borivali showroom on 15th April, 2015 to new location which is bigger in size as compared to old showroom and is within 200 meters area of the existing showroom. The new Borivali showroom is situated at 'Hirji Heritage' in Upper Basement, Ground Floor, First Floor and Second Floor at G/1, Gulmohar Road, Off. L. T. Road, Near Vrundas Hotel, Borivali (West), Mumbai - 400 092.

FOLLOW PRiNCiPLES OF CASH FLOW HEDGE AC- COUNTiNG (AS - 30):

With effect from 1st April, 2014, your Company has decided to follow the principles of Cash Flow Hedge Accounting as set out in Accounting Standard 30 (AS - 30) - Financial Instruments: Recognition and Measurement issued by the Institute of Chartered Accountants of India, with respect to commodity forward contracts entered by your Company to hedge the gold price fluctuation risk on its highly probable cash flows from future sales transactions. Upon the expiry of contracts, gain amounting to Rs. 780.74 Lakhs for the year has been shown under the head 'Other Income'. There were no commodity forward contracts outstanding as on 31st March, 2015.

Change In method OF Depreciation:

Effective 1st April, 2014, your Company and its wholly owned subsidiary have changed the method of providing depreciation from written down value to straight line method over the economic useful life of the assets. In management's view this change results in more appropriate presentation and gives a systematic basis of depreciation charge, in compliance with the useful lives as per Schedule II in Companies Act, 2013, representative of pattern of usage and economic benefits of the assets and provide greater consistency with the depreciation method used by other companies in the gems and jewellery industry. Accordingly, excess depreciation charged for earlier years upto 31st March, 2014 aggregating Rs. 873.79 Lakhs (net of deferred tax adjustments Rs. 576.79 Lakhs) and in consolidated results Rs. 934.34 Lakhs (net of deferred tax adjustments Rs. 637.34 Lakhs) has been written back and recognized as an exceptional item in the Statement of Profit and Loss for the year ended 31st March 2015. Following would have be the situation, if your Company continued to use the earlier method of depreciation:

(Rs. in Lakhs)

particulars Standalone Year ended Consolidated Year 31st March, 2015 ended 31st March, 2015

1. Depreciation charge for the year would have been higher by 513.94 523.79

2. Deferred tax expense for the year would have been lower by 174.69 174.69

3. Net profit for the year would have been lower by 916.04 986.44

RELATED PARTY TRANSACTIONS:

All contracts/ arrangements/ transactions entered by your Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large.

All related party transactions are placed before the Audit Committee and also to the Board for their approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and to the Board of Directors at the Board Meeting for their approval on a quarterly basis.

There are no material related party transactions which are not in ordinary course of business or which are not on arm's length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The policy on Materiality on Related Party Transactions and manner of dealing with Related Party Transactions as approved by the Board is uploaded on your Company's website at the link: http://www.tbztheoriginal.com/pdf/

Policy%20on%20Materiality%20of%20Related%20Party%20 Transcations%20&%20Dealing%20with%20RPT.pdf.

None of the Independent Directors has any pecuniary relationships or transactions vis-a-vis your Company.

A statement of related party transactions pursuant to Accounting Standard - 18 forms a part of notes to accounts.

TRANSFER TO RESERVES:

During the year under review, your Company has transferred Rs. 23.39 Lakhs (on account of allotment of 15,905 Equity Shares to employees who have exercised their option under 'TBZ ESoP, 2011') to Securities Premium Account and Rs. NIL to the General Reserve.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PRO- VIDED UNDER SEcTION 186 OF THE COMpANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013, are given in the notes to the standalone financial statements provided in this Annual Report.

fixed deposits / deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there were no outstanding fixed deposits from the public as on the Balance Sheet date.

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

INSURANcE:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

Corporate Social Responsibility (CSR) INITIATIVES:

As part of its initiatives under Corporate Social Responsibil- ity (CSR), the Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicat- ing the activities to be undertaken by your Company, which has been approved by the Board and are in accordance with Schedule VII of the Companies Act, 2013.

The CSR Policy may be accessed on your Company's website at the link: http://www.tbztheoriginal.com/pdf/TBZ-%20 CSR%20Policy%20-%2004.08.2014.pdf.

Your Company is committed towards the "Corporate Social Responsibility (CSR)" initiatives as per the requirement of Section 135 of the Companies Act, 2013 ("Act"). The details of the composition of the Corporate Social Responsibility (CSR) Committee are disclosed in the Corporate Governance Report forming part of this Annual Report.

As part of initiatives under "Corporate Social Responsibility (CSR)", for the financial year 2014 - 2015, your Company has shortlisted the specific activities/ projects in the area of 'Promoting Healthcare including Preventive Healthcare' which is falling under item (i) of Schedule VII of the Act and 'Promoting Education' which is falling under item (ii) of Schedule VII of the Act. Your Company will also undertake other need based initiatives in compliance with Schedule VII to the Act.

For the financial year 2014 - 2015, your Company has incurred expenditure of Rs. 5,000,000 (Rupees Fifty Lakhs only) through Dr. Ernest Borges Memorial Fund (Body Affiliated to Tata Memorial Centre) and Dr. Ernest Borges Memorial Home (which is registered under Mumbai Public Trust Act, 1950). The said expenditure amount will be used for "Specialist Palliative Medicine Unit and Palliative Medicine & Psycho-oncology Education Centre" at Dr. Earnest Borges Memorial Home by Tata Memorial Centre. The purpose of this project is to establish a freestanding inpatient specialist palliative medicine unit, catering to the specialist palliative care needs of patient with advanced life limiting cancer, to educate healthcare providers on specialist palliative care, promote research in palliative medicine and undertaken advocacy.

The objective of this activity is (1) to establish 20 bedded palliative medicine unit. Part beds will be used as a unit for empowerment of patients and their families, from out of town. Part beds will be utilized for respite care for Mumbai patients; (2) education centre for training in both adult and pediatric palliative medicine; and (3) training Centre for psycho-oncology. This project is largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company is fully committed to incur expenditure towards CSR activities as per the requirement of Section 135 of the Companies Act, 2013. As this being the first year of the CSR activity of your Company, it has initially incurred expenditure of Rs. 50 Lakhs for the financial year 2014 - 2015 instead of the required CSR amount of Rs. 19,565,600 (i.e. 2% of the average net profit of your Company made during the three immediately preceding financial year). Your Company has not spent balance CSR amount of Rs. 14,565,600 as on 31st March, 2015. As the financial year 2014 - 2015 being the first year of CSR activity of your Company, the members of the CSR Committee as well as the members of the Board has decided to go ahead with CSR activities with proper research and planning and decided not to make balance required expenditure as stated above in haste. Your Company is fully committed to participate whole heartedly under the CSR Activities.

Your Company has further contributed Rs. 21 Lakhs to Prime Minister National Relief Fund in the first week of May, 2015. The CSR Committee has recommended and the Board has approved and decided to consider this expenditure out of the balance pending expenditure for the financial year 2014 - 2015. In consideration of this amount the total expenditure for the financial year 2014 - 2015 will turn to be Rs. 71 Lakhs and the balance unspent CSR expenditure amount is of Rs. 12,465,600 for the financial year 2014 - 2015 as on the date of signing of this Director's Report.

The Annual Report on CSR activities is annexed herewith as "Annexure - B"

BUSINESS RISK MANAGEMENT:

SEBI has come out with the circular on the requirement of constitution of Risk Management Committee of the Board as per the requirement of the Listing Agreement. As per SEBI Circular Reference No. CIR/CFD/POLICY CELL/2/2014 dated 17thApril, 2014 issued by Securities and Exchange Board of India (SEBI) towards the requirement of Clause 49(VI)(C) of the Listing Agreement shall be applicable to top 100 companies by market capitalization as at the end of the immediate previous financial year. Accordingly, constitution of Risk Management Committee is not compulsory for your Company. In order to follow Corporate Governance in the right spirit your Company has voluntarily constituted the Risk Management Committee of the Board. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Annual Report.

Your Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Company's competitive advantage. Risk Management Committee provides assistance to the Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the functioning of your Company in day to day life including the Gold Price Risk Management Policy of your Company as well as mitigating the risk on hedging in domestic as well as international market.

The key business risks identified by your Company and its mitigation plan are as under:

(i) Gold Price Fluctuation Risk:

Prices of gold keep on fluctuating and in last one year there were huge fluctuations observed in gold prices due to various international factors and stringent domestic government policies. To mitigate this risk of gold price fluctuation your Company has started doing hedging in domestic market to protect your Company from the gold price fluctuation. Your Company's endure is to maxi- mize procurement of inventory on gold loan as well as procurement of gold bar under gold loan scheme from various banks which will also help to reduce risk of your Company due to gold price fluctuation and takes care of natural hedging.

(ii) Competition Risks:

The jewellery industry is becoming intensely competi- tive with few organized sectors and majority of unorgan- ized sectors in local area, with the foray of new entrants and many of the existing unorganized players adopting inorganic growth strategies. To mitigate this risk, your Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity/ visibility and enlarge product portfolio and various tactical offers.

DISCLOSURE UNDER SECTION 164(2):

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

DIRECTORS:

Mr. Shrikant Zaveri, Chairman & Managing Director of your Company is not liable to retire by rotation and Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company who are liable to retire by rotation; were all re- appointed for the period of five years from 1st January, 2011 to 31st December, 2015.

Your Company proposes to fix the remuneration payable to Mr. Shrikant Zaveri, Chairman & Managing Director of your Company, for the balance period of nine months of his term, i.e. from 1st April, 2015 to 31st December, 2015, subject to the approval of Members by way of a Special Resolution at the ensuing eighth Annual General Meeting of your Company and details of the same will be available in the notice forming part of the Annual Report.

The Board of Directors on recommendation of Nomination and Remuneration Committee has fixed the remuneration payable to Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company, for the period from 1st January, 2015 to 31st December, 2015. Your Board has recommended the same salary, as fixed by the Members for period of 1st January, 2014 to 31st December, 2014, without proposing any increment to both these Directors for the period from 1st January, 2015 to 31st December, 2015, which is within the limits approved by the Members by way of Special Resolution in the sixth Annual General Meeting of your Company held on 30th August, 2013.

In accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and for the purpose of calculation of 'total number of Directors' who are liable to retire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri, Chairman & Managing Director of your Company, is the Director not liable to retire by rotation. Ms Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company are the Directors who are liable to retire by rotation.

During the year under review, the Members by way of Ordinary Resolution passed at the seventh Annual General Meeting of your Company held on 24th September, 2014, has changed the term of appointment of Ms. Binaisha Zaveri (DIN: 00263657), Whole-time Director of your Company from Director not liable to retire by rotation to Director liable to retire by rotation.

Ms. Binaisha Zaveri, Whole-time Director of your Company, retires by rotation at the eighth Annual General Meeting of your Company, and being eligible, offers herself for re-appointment.

Pursuant to Sections 149,152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act(including any statutory modification(s) or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company. Mr. Kamlesh Vikamsey, Mr. Ajay Mehta and Mr. Sanjay Asher; Independent Directors of your Company were appointed to hold office for the period of five consecutive years for a term upto 31st March, 2019, in the seventh Annual General Meeting of your Company held on 24th September, 2014. Independent Directors shall not be liable to retire by rotation.

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of this programme is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company. Your Company has already carried out the familiarization programme for Independent Directors. The familiarization programme for Independent Directors is available on the website of your Company at link: http://www.tbztheoriginal.com/pdf/TBZ-Familiarization- Program-of-ID.pdf.

STATEMENT OF DECLARATION GIVEN BY INDE- PENDENT DIRECTORS UNDER SECTION 149(6) Of The Companies Act, 2013:

All the Independent Directors have given declarations under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

Key Managerial Personnel:

Your Company has separate position of Chief Executive Officer (CEO). Your Company has designated Mr. Prem Hinduja, Chief Executive Officer (CEO), Mr. Saurav Banerjee, Chief Financial Officer (CFO) and Mr. Niraj Oza, Company Secretary & Compliance Officer of your Company as the Key Managerial Personnel as per the requirement of Section 203 of the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges, the Board has carried out an annual performance evaluation of its own performance, and of its Directors individually, Chairperson of your Company as well as the evaluation of the working of its Committees. The manner in which evaluation has been carried out has been explained in detail in the Corporate Governance Report, which forms part of this Annual Report.

NOMINATION, REMUNERATION AND EVALUATiON POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee has framed a policy for selection and appointment of Directors, Senior Management and their remuneration and their evaluation. The Nomination, Remuneration and Evaluation Policy is forming part of Director's Report as "Annexure - E".

NUMBER OF MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors.

The Board of Directors met for six times during the year and members of the Audit Committee met four times during the year.

During the financial year 2014 - 2015, six Board Meetings were convened and held on 19th May, 2014, 10th June, 2014, 4th August, 2014, 24th September, 2014, 4th November, 2014 and 3rd February, 2015. Total four Audit Committee Meetings were convened and held on 19th May, 2014, 4th August, 2014, 4th November, 2014 and 3rd February, 2015. The details of the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Directors' Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 134(3)(C) read with Section 134(5) of the Companies Act, 2013:

(a) that in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) that they have selected such accounting policies and ap- plied them consistently and made judgments and esti- mates that are reasonable and prudent; so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of your Company for the financial year;

(c) that they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013. They confirm that there are adequate systems and controls for safeguard- ing the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the Annual Accounts on a going concern basis;

(e) that they have laid down the proper internal financial controls to be followed by your Company and that such internal financial controls were adequate and were oper- ating effectively;

(f) that they have selected proper systems to ensure the compliance with all applicable laws and such systems are adequate and operating effectively.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the financial year ended 31st March, 2015 were reviewed by the Audit Committee before being placed before the Board.

Conservation of energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, are as under:

1. Part A & B pertaining to conservation of energy and tech- nology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - NIL

outflow - Rs. 603.08 Lakhs

Significant and material orders passed by the regulators or courts OR tribunals:

During the financial year 2014 - 2015, there are no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of your Company and its future operations.

Audit committee:

The Audit Committee comprises of two Independent Directors namely Mr. Kamlesh Vikamsey as Chairman and Mr. Ajay Mehta as member and Mr. Shrikant Zaveri, Chairman & Managing Director of your Company as member of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

The Committee interalia reviews the Internal Control System and reports of Internal Auditors and compliance of various regulations. The Committee also reviews at length the Financial Statements before they are placed before the Board. The numbers of Audit Committee, its terms of reference, the meetings of the Audit Committee and attendance thereat of the members of the Committee is mentioned in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has adopted and established a vigil mechanism named "Whistle Blower Policy (WBP)" for directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of your Company's website at the link: http://www.tbztheoriginal. com/pdf/TBZ-Whistle%20Blower%20Policy.pdf.

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,476 as on 31st March, 2015. Employee Relations continued to be cordial at all levels.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and provided in the Annual Report. (Refer 'Annexure - G').

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. (Refer 'Annexure - F').

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure - D".

MANAGEMENT DiSCUSSiON AND ANALYSiS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

CORPORATE GOVERNANCE:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder's value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Clause 49 of the Listing Agreement. A detailed report on Corporate Governance forms part of this Report. The Statutory Auditor's Certificate as per the requirements of Clause 49 (XI) of the Listing Agreement, on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

Listing FEES:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial year 2015 - 2016. Your Company's shares are traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

INTERNAL FINANCIAL CONTROLS:

Your Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the designs or operations were observed.

Internal Control Systems And Their Adequacy:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company's business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company's assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement accounting standards.

STAKEHOLDERS RELATIONSHIP:

Stakeholders' relations have been cordial during the year. As a part of compliance, your Company has Stakeholders Relationship Committee to consider and resolve the grievances of security holders of your Company. There were no investors' grievances pending as on 31st March, 2015. A confirmation to this effect has been received from your Company's Registrar and Share Transfer Agent.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

PARTICIPATION IN THE GREEN INITIATIVE:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

EMPLOYEE STOCK OPTION SCHEME:

The details of the shares issued under ESOP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the "Annexure - A" to this Report.

No employee has been issued Options, during the year equal to or exceeding 1% of the issued capital of your Company at the time of the grant.

Pursuant to the approval of the Members at the Extra Ordinary General Meeting held on 12th January, 2011, your Company adopted the Employees Stock option Scheme, viz. 'TBZ ESOP, 2011'. The Scheme has been in compliance with the relevant provisions of SEBI (Employee Stock option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Your Company has granted total 208,433 Equity Shares consisting of 111,309 Stock Options of Rs. 149.93 each and 97,124 Restricted Stock Units (RSUs) at face value of Rs. 10 each, which represents 0.42% of the pre-Issue paid up equity share capital of your Company and 0.31% of the fully diluted post- Issue paid up equity share capital of your Company. These options were granted to seven employees of your Company. The granted options will be vested in three tranches at the end of 12 months, 24 months and 36 months from the date of grant of option or from the date of listing (i.e. from 9th May, 2012) whichever is later.

Before starting of the vesting period of the first tranche of the option, out of total seven employees to whom ESOP were granted, three employees have resigned and the total 109,048 Options consisting of 58,235 Stock Options of Rs. 149.93 each and 50,813 Restricted Stock Units (RSUs) of Rs. 10 each, which were granted to these employees were cancelled.

Your Company has received in principle approval for the balance granted Equity Shares towards Listing of your Company's 99,385 Equity Shares consisting of 53,074 Stock Options of Rs. 149.93 each and 46,311 Restricted Stock Units (RSUs) of Rs. 10 each to be issued under pre-IPO Employees Stock Option Scheme, viz. 'TBZ ESOP, 2011' from both the Stock Exchanges, viz. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and bearing reference no. NSE/LIST/201961-K dated 19th April, 2013 and reference no. DCS/IPO/NJ/ESOP-IP/051/2013-14 dated 23rd April, 2013, respectively.

On 6th June, 2013, your Company has allotted 37,328 Equity Shares to those employees who have exercised their options under first tranche of 'TBZ ESOP, 2011' out of total 38,843 vested Options under first tranche, and the balance of unexercised 1,515 Stock Options were lapsed and got cancelled. Your Company's additional 37,328 Equity Shares got Listed w.e.f. 11th June, 2013 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20130610-11 dated 10th June, 2013 and letter No. NSE/LIST/206674-Q dated 11th June, 2013 respectively.

Before starting of the vesting period of the second tranche of the Options (i.e. from 9th May, 2014), out of balance four employees who left after grant of first tranche to whom ESOP were granted, two employees have resigned and the total 20,247 Options consisting of 10,812 Stock Options of Rs. 149.93 each and 9,435 Restricted Stock Units (RSUs) of Rs. 10 each, which were granted to these employees were cancelled. After the first tranche of allotment Equity Shares and cancellation of Options before starting of vesting period of second tranche, total net balance of 40,295 Options consisting of 24,572 Stock Options of Rs. 149.93 each and 15,723 Restricted Stock Units (RSUs) of Rs. 10 each, were yet to be exercised in second and third tranche of 'TBZ ESOP, 2011'.

On 10th June, 2014, your Company has allotted 15,905 Equity Shares to those employees who have exercised their options under second tranche of 'TBZ ESOP, 2011' out of total 17,288 vested Options under second tranche, and the balance of unexercised 1,383 Stock Options were lapsed and got cancelled. Your Company's additional 15,905 Equity Shares got Listed w.e.f. 18th June, 2014 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20140617-13 dated 17th June, 2014 and letter No. NSE/LIST/242026-7 dated 17th June, 2014 respectively.

In third tranche total 23,007 Options consisting of 12,287 Stock Options of Rs. 149.93 each and 10,720 Restricted Stock Units (RSUs) of face value of Rs. 10 each are due for exercise and for which vesting period has started on 9th May, 2015 and will expire on 8th June, 2015. As on date of signing of this Directors' Report the eligible employees have yet not exercised their Options.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the requirement of Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards (AS) - 21 and all other applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDITORS' REPORT:

The observations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not calls for any comment under Section 134 of the Companies Act, 2013.

The Auditors' Report to the Members does not contain any qualification.

STATUTORY AUDITORS:

The Members have approved by way of ordinary Resolution passed in the 7th Annual General Meeting of your Company held on 24th September, 2014, the appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as a Statutory Auditors of your Company for the period of four financial years from 2014 - 2015 to 2017 - 2018 in place of M/s. B S R and Co (Firm Registration No. 128510W) being the retiring Auditor who has showed unwillingness to continue as the Statutory Auditors of your Company as per the requirement of Section 139(1) and all other applicable provisions of the Companies Act, 2013.

A resolution proposing ratification of appointment of M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai, as the Statutory Auditors of your Company for the financial year 2015-2016, pursuant to Sections 139(1), 142 and all other applicable provisions of the Companies Act, 2013 forms part of the Notice.

Your Company has received a letter from M/s. B S R & Co. LLP (Firm Registration No. 101248W/W-100022), Chartered Accountants, Mumbai as the Statutory Auditors, the ratification of appointment, if made, shall be within the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified in terms of Section 141 of the Companies Act, 2013. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Pramod S. Shah & Associates, a firm of Company Secretaries in Practice, Mumbai to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit Report (in Form No. MR - 3) is annexed herewith as "Annexure - C".

INTERNAL AUDIT:

The Board of Directors has re-appointed M/s. Aneja Associates, Chartered Accountants as Internal Auditors of your Company for financial year 2015 - 2016.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

* Details relating to deposits covered under Chapter V of the Act.

* Issue of equity shares with differential rights as to divi- dend, voting or otherwise.

* Issue of shares (including sweat equity shares) to employees of your Company under any scheme save and except ESOP (TBZ ESOP, 2011) referred to in this Report.

* Neither the Managing Director nor the Whole-time Direc- tors of your Company receive any remuneration or com- mission from any of its wholly owned subsidiaries.

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

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

CAUTIONARY STATEMENT:

Statement in the Board's Report and the Management Discussion and Analysis describing your Company's objectives, expectations or forecasts may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence your Company's operations include global and domestic demand and supply conditions affecting selling price of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Date: 12th May,2015 Shrikant Zaveri Raashi Zaveri Place: Mumbai Chairman & Managing Director Whole-time Director

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Mar 31, 2014

The Members of

Tribhovandas Bhimji Zaveri Limited,

The Directors are pleased to present the Seventh Annual Report on the business and operations of your Company together with the audited financial statements and Auditor''s Report for the financial year ended 31st March, 2014:

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended 31s March, 2014 is summarised below:

(Rs. in Lakhs) Particulars Standalone Financials

31st March, 2014 31st March, 2013

Revenue from operations 182,434.10 165,833.77

Other Income 661.62 489.39

Total Income 183,095.72 166,323.16

Earnings before Finance Cost, Depreciation and 13,933.71 15,310.25 Amortization

Less:

Finance Cost 4,634.97 2,149.42

Depreciation and Amortization 999.33 804.37

Net Profit for the year before Taxes 8,299.41 12,356.46

Less: Provision for Taxes

Current Tax 2,942.00 4,203.00

Deferred Tax Assets -148.48 -180.83

(Excess)/ Short Provision for tax of earlier years - -165.81

Profit after tax 5,505.89 8,500.10

Add: Balance Brought Forward from Previous Year 16,720.43 10,825.26

Add: Employee Stock Options outstanding at the 71.83 132.29 commencement of the year

Surplus Available for Appropriation 22,298.15 19,457.65

Appropriations:

Transfer to General Reserve 550.59 850.01

Proposed Dividend 1,500.84 1,500.00

Dividend Tax 255.06 254.92

Equity Dividend including dividend distribution tax paid for 0.98 - earlier years

Total Appropriations 2,307.47 2,604.93

Surplus Available after Appropriation 19,990.68 16,852.72

Add: Addition/(reduction) on option granted -46.98 -60.46

Add : Balance in Security Premium Account 16,752.20 16,697.33

Add : Balance General Reserve 1,400.60 850.01

Balance carried forward to Balance Sheet 38,096.50 34,339.60

FINANCIAL PERFORMANCE

Your Company has reported revenue growth during the financial year 2013 - 2014. Total income increased toRs. 183,095.72 Lakhs fromRs. 166,323.16 Lakhs in the previous financial year, at a growth rate of 10.08%. The profit before tax decreased to Rs. 8,299.41 Lakhs, down by 32.83% while net profit after tax decreased to Rs. 5,505.89 Lakhs, down by 35.23%.

Sale of Gold Jewellery increased by 13.08% to Rs. 140,423.02 Lakhs as compared to Rs. 124,183.14 Lakhs during the previous financial year. Sale of Diamond-studded Jewellery decreased by 2.18% to Rs. 37,701.21 Lakhs as compared to Rs. 38,540.63 Lakhs during the previous financial year.

The Gross Profit Margin for the financial year 2013 - 2014 has declined to 16.91% from 18.88% in the previous financial year. In the absolute term the Gross Profit has decreased by 1.45% to Rs. 30,848.60 Lakhs as compared to Rs. 31,302.57 Lakhs during the previous financial year.

The EBITDA for the financial year 2013 - 2014 has declined to 7.61% from 9.21% in the previous financial year.

During the current financial year, your Company has opened two new showrooms in two cities and two states totaling the number of showrooms to twenty seven in twenty one cities and eight states.

DIVIDEND

Your Directors are pleased to recommend the total dividend of 22.50%, i.e. dividend of Rs. 2.25 (two rupees twenty five paise only) per equity share, which comprises of normal dividend of Rs. 1.50 (one rupee fifty paise only) per equity share of face value of Rs. 10 each i.e. 15% (Previous year: Rs. 2.25 per equity share i.e. 22.50%) and special dividend of Rs. 0.75 (seventy five paise only) per equity share of face value ofRs. 10 each i.e. 7.50% on the special occasion of completion of the 150th year of the organization for the financial year ended 31st March, 2014.

The total outgo for the current financial year amounts to Rs. 175,590,763 (*) (Rupees Seventeen Crores Fifty Five Lakhs Ninety Thousand Seven Hundred Sixty Three only) including dividend distribution tax of Rs. 25,506,774 (Rupees Two Crores Fifty Five Lakhs Six Thousand Seven Hundred

Seventy Four only) which comprises of normal dividend of Rs. 117,060,509 (*) (Rupees Eleven Crores Seventy Lakhs Sixty Thousand Five Hundred Nine only) including dividend distribution tax of Rs. 17,004,516 (Rupees One Crore Seventy Lakhs Four Thousand Five Hundred Sixteen only) as compared to Rs. 175,590,763 (Rupees Seventeen Crores Fifty Five Lakhs Ninety Thousand Seven Hundred Sixty Three only) including dividend distribution tax of Rs. 25,506,774 (Rupees Two Crores Fifty Five Lakhs Six Thousand Seven Hundred Seventy Four only) during the previous financial year and special dividend of Rs. 58,530,254 (*) (Rupees Five Crores Eighty Five Lakhs Thirty Thousand Two Hundred Fifty Four only) including dividend distribution tax of Rs. 8,502,558 (Rupees Eighty Five Lakhs Two Thousand Five Hundred Fifty Eight only) on the special occasion of completion of the 150th year of the organization for the financial year ended 31st March, 2014.

(*) However, under the Employees Stock Option Scheme, viz. 7BZ ESOP, 2011'' the second tranche of 17,288 granted options are vested to the employee(s) and the vesting period opened from 9th May, 2014 to 8th June, 2014, where eligible employee(s) could exercise their options. As on the date of signing of this Director''s Report, the employees have yet to exercise their options. The period of exercise and allotment of the Equity Shares under the ESOP Scheme will fall before the date of book closure and the said allotment will also have the right to dividend as the new Equity Shares shall rank pari passu with the existing Equity Shares in all respects. The above stated dividend amount including dividend tax amount will be subject to change to the extent of number of Equity Shares that get allotted under 7BZ ESOP, 2011''.

CONSOLIDATED ACCOUNTS

The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 and 22/2011 dated 8th February, 2011 and 2nd May, 2011 respectively, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 19th May, 2014, approved the Audited Consolidated Financial Statements for the financial year 2013 - 2014 in accordance with the Accounting Standard (AS- 21) and other applicable Accounting Standard issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all subsidiaries, and which forms part of this report. The Consolidated Financial Statement of your Company for the financial year 2013 - 2014, is prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to Members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached financial statements of its subsidiary companies for the financial year 2013 - 2014. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investments, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Office, forms part of this report.

CHANGES IN AUTHORISED SHARE CAPITAL:

During the financial year 2013 - 2014 there was no change in the Authorised Share Capital of your Company.

CHANGES IN PAID-UP SHARE CAPITAL:

During the financial year 2013 - 2014, the Paid-up Share Capital of your Company increased from Rs. 666,666,670 to Rs. 667,039,950 (i.e. from 66,666,667 Equity Shares to 66,703,995 Equity Shares), due to the fresh allotment of 37,328 Equity Shares made by your Company on 6th June, 2013 to the eligible employees who have exercised their Options under the 1st tranche of 7BZ ESOP, 2011''.

WHOLLY OWNED SUBSIDIARY COMPANIES:

For the year under review your Company has two wholly owned subsidiaries namely; Tribhovandas Bhjimji Zaveri (Bombay) Limited and Konfiaance Jewellery Private Limited.

As required under the Listing Agreement with the Stock Exchanges the audited consolidated financial statements of your Company incorporating both its wholly owned subsidiary companies prepared in accordance with applicable Accounting Standards are attached.

Tribhovandas Bhjimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from its holding company.

During the financial year 2013-2014, Tribhovandas Bhimji Zaveri (Bombay) Limited has reported a total revenue of Rs. 1,519.77 Lakhs, loss before tax of Rs. 80.21 Lakhs and net loss after tax of Rs. 70.31 Lakhs. Konfiaance Jewellery Private Limited is a non-operational company.

PERFORMANCE/ STATE OF COMPANY''S AFFAIRS:

As on 31st March, 2014, your Company was operating from twenty seven showrooms in twenty one cities and eight states and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point.

During the year under review your Company has opened two new showrooms at Gandhidham (Gujarat) and Udaipur (Rajasthan).

AWARDS & RECOGNITION:

During the year under review your Company has won following awards:

Year Awards

2013 ''MACCIA Award, 2013'' towards Excellence in Entrepreneurship - Gems & Jewellery category

2013 Indian Jewellers (IJ) Awards {held in Jaipur (Rajasthan)} in three categories

(i) Designer Jewellery under Rs. 5,00,000, (ii) Best Bridal Design between Rs. 10,00,000/- to Rs. 20,00,000, (iii) Editor''s Choice Award - Best Bridal over Rs. 20,00,000.

2014 Asia Retail Congress 2014 Awards in two categories - (i) Retail marketing campaign of the year - New Age Bride, (ii) Best use of social media in marketing - Band Baja Bride.

NEW PRODUCT LAUNCH:

Your Company has launched ''New Age Brides Wedding Collection''. The ''New Age Brides

Wedding Collection'' takes into account that a wedding consists of multiple functions - each with its own style and look. The overall impact is an awe-inspiring Bridal Collection for fulfilling the innate needs of Indian brides, who are constantly seeking to balance tradition with modernism; indulgence with elegance; and style with sophistication.

CREDIT RATING

During the year under review, CRISIL has reviewed the Credit Rating to the bank facilities of your Company, vide letter Ref. No. BS/BLR/TBZPL/ MAY13/88638 dated 7th May, 2013 which is stated as follows:

Total Bank Loan Rs. 4,620 Million (Enhanced Facilities Rated from Rs. 2,830 Million)

Long-Term Rating CRISIL A- / Stable (Reaffirmed)

Short-Term Rating CRISIL A2 (Assigned)

CRISIL has again reviewed the Credit Rating to the bank facilities of your Company, vide letter Ref. No. AC/CGS/TBZPL/JAN14/101690 dated 23rd January, 2014 which is stated as follows:

Total Bank Loan Rs. 7,350 Million (Enhanced Facilities Rated from Rs. 4,620 Million)

Long-Term Rating CRISIL A- / Stable (Reaffirmed)

INCREASE IN INVENTORIES:

The inventory of your Company as on 31st March, 2014 has increased by Rs. 8,405.31 Lakhs as compared to the inventory on 31st March, 2013. The increase in inventory is due to the opening of two new showrooms during the year.

OPERATIONS:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

RECENT DEVELOPMENT:

During the year under review your Company has opened two (2) new showrooms at Gandhidham (Gujarat) and Udaipur (Rajasthan).

RELATED PARTIES:

A statement of related party transactions pursuant to Accounting Standard - 18 forms a part of notes to accounts.

TRANSFER TO RESERVES:

During the year under review, your Company has transferred Rs. 54.87 Lakhs (on account of allotment of 37,328 Equity Shares to employees who have exercised their option under ''TBZ ESOP, 2011) to Securities Premium Account and Rs. 550.59 Lakhs to the General Reserve.

FIXED DEPOSITS:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there are no outstanding fixed deposits from the public as on the Balance Sheet date.

INSURANCE:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities are adequately insured.

DISCLOSURE UNDER SECTION 274(1 )(G):

None of the Directors of your Company are disqualified from being appointed as Directors as specified u/s 274(1 )(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS:

Mr. Shrikant Zaveri, Chairman & Managing Director and Ms. Binaisha Zaveri, Whole-time Director of your Company who are not liable to retire by rotation and Ms. Raashi Zaveri, Whole- time Director of your Company who is liable to retire by rotation; were all re-appointed for the period of five years from Is* January, 2011 to 31st December, 2015.

During the year under review, your Company has fixed the remuneration payable to Ms. Binaisha Zaveri and Ms. Raashi Zaveri, Whole-time Directors of your Company, for period of two years i.e. from 1st January, 2014 to 31s* December, 2015 by way of a Special Resolution passed by Members in the 6th Annual General Meeting of your Company held on 30th August, 2013.

Ms. Raashi Zaveri who was Director - Finance of your Company was re-designated as the Whole- time Director w.e.f. 19th March, 2014 on joining of the Chief Financial Officer of your Company w.e.f. 17th February, 2014.

In accordance with the provision of Section 152 and all other applicable provisions of the Companies Act, 2013, Independent Directors are not liable to retire by rotation and for the purpose of calculation of ''total number of Directors'' who are liable to retire by rotation this shall not include Independent Directors. Mr. Shrikant Zaveri, Chairman & Managing Director and Ms. Binaisha Zaveri; Whole-time Director of your Company, are the Directors not liable to retire by rotation. Ms. Raashi Zaveri, Whole-time Director of your Company is the only Director who is liable to retire by rotation, untill the Members, by way of Ordinary Resolution in the ensuing Annual General Meeting of your Company give consent for changing the term of Ms. Binaisha Zaveri, Whole-time Director of your Company from Director not liable to retire by rotation, to Director liable to retire by rotation.

Ms. Raashi Zaveri, Whole-time Director of your Company, retires by rotation at the 7th Annual General Meeting and, being eligible, offers herself for re-appointment.

Pursuant to Sections 149, 152 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Schedule IV of the Act (including any statutory modification© or re-enactment thereof for the time being in force), the Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company. Accordingly, it is proposed to appoint the following existing Independent Directors as Independent Directors for five (5) consecutive years for a term upto 31st March, 2019, subject to approval of Members at the ensuing 7th Annual General Meeting of your Company.

1. Mr. Kamlesh Vikamsey;

2. Mr. Ajay Mehta; and

3. Mr. SanjayAsher.

These Independent Directors shall not be liable to retire by rotation. All the above mentioned Independent Directors have given the declaration of Independence as per Section 149 (6) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representations received from the operating management, your Directors hereby confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) they 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 your Company at the end of the financial year and of the profit of your Company for the financial year;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts on a going concern basis.

REVIEW OF ANNUAL ACCOUNTS BY AUDIT COMMITTEE:

Financials of your Company for the financial year ended 31st March, 2014 were reviewed by the Audit Committee before being placed before the Board.

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

The particulars as required under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow: Earnings - NIL Outflow - Rs. 994.77 Lakhs

HUMAN RESOURCES AND EMPLOYEE RELATIONS:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,483 as on 31st March, 2014. Employee Relations continued to be cordial at all levels.

PARTICULARS OF EMPLOYEES:

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, form part of this Report.

However, having regard to the provision of Section 219 (l)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to the Members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any Member interested in obtaining the copy of the said statement may write to your Company Secretary at the Corporate Office of your Company or by sending email at [email protected].

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

CORPORATE GOVERNANCE:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder''s value by focusing towards allstakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Clause 49 VI of the Listing Agreement. A detailed report on Corporate Governance forms part of this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

LISTING FEES:

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges upto the date. Your Company''s shares are also traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company''s business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company''s assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement accounting standards.

INVESTORS'' RELATION AND GRIEVANCES:

Investors'' relations have been cordial during the year. As a part of compliance, your Company has formed Shareholders''/ Investors'' Grievance Committee (Stakeholders Relationship Committee) to deal with the issue relating to investors. There were no investors'' grievances pending as on 31st March, 2014. A confirmation to this effect has been received from your Company''s Registrar and Share Transfer Agent.

PARTICIPATION IN THE GREEN INITIATIVE:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporates to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to the Registrar and Share Transfer Agent.

EMPLOYEE STOCK OPTION SCHEME:

The details of the shares issued under ESOP, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

No employee has been issued Options, during the year equal to or exceeding 1% of the issued capital of your Company at the time of the grant.

Pursuant to the approval of the Members at the Extra Ordinary General Meeting held on 12th January, 2011, your Company adopted the Employees Stock Option Scheme, viz. ''TBZ ESOP, 2011''. The Scheme has been in compliance with the relevant provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Your Company has granted total 208,433 Equity Shares consisting of 111,309 Stock Options of Rs. 149.93 each and 97,124 Restricted Stock Units (RSUs) at face value of Rs. 10 each, which represents 0.42% of the pre-lssue paid up equity share capital of your Company and 0.31% of the fully diluted post-Issue paid up equity share capital of your Company. These options were granted to seven employees of your Company. The granted options will be vested in three tranches at the end of 12 months, 24 months and 36 months from the date of grant of option or from the date of listing (i.e. from 9th May, 2012) whichever is later.

Before starting of the vesting period of the first tranche of the option, out of total seven employees to whom ESOP were granted, three employees have resigned and the total 109,048 Options consisting of 58,235 Stock Options of Rs. 149.93 each and 50,813 Restricted Stock Units

(RSUs) of Rs. 10 each, which were granted to these employees were cancelled.

Your Company has received in principle approval for the balance granted Equity Shares towards Listing of your Company''s 99,385 Equity Shares consisting of 53,074 Stock Options of Rs. 149.93 each and 46,311 Restricted Stock Units (RSUs) of Rs. 10 each to be issued under pre- IPO Employees Stock Option Scheme, viz. ''TBZ ESOP, 2011'' from both the Stock Exchanges, viz. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and bearing reference no. NSE/UST/201961-K dated 19th April, 2013 and reference no. DCS/IPO/NJ/ESOP-IP/051/2013-14 dated 23rd April, 2013, respectively.

On 6th June, 2013, your Company has allotted 37,328 Equity Shares to those employees who have exercised their options under first tranche of "TBZ ESOP, 2011'' out of total 38,843 vested Options under first tranche, and the balance of unexercised 1,515 Stock Options were lapsed and got cancelled. Your Company''s additional 37,328 Equity Shares got Listed w.e.f. 11th June, 2013 on receipt of the Listing Approval from BSE Limited (BSE) and National Stock Exchange of India Limited (NSE), vide approval letter No. 20130610-11 dated 10th June, 2013 and letter No. NSE/UST/206674-Q dated 11th June, 2013 respectively.

Before starting of the vesting period of the second tranche of the Options (i.e. from 9th May, 2014), out of balance four employees who left after grant of first tranche to whom ESOP were granted, two employees have resigned and the total 20,247 Options consisting of 10,812 Stock Options of Rs. 149.93 each and 9,435 Restricted Stock Units (RSUs) of Rs. 10 each, which were granted to these employees were cancelled. After the first tranche of allotment Equity Shares and cancellation of Options before starting of vesting period of second tranche, total net balance of 40,295 Options consisting of 24,572 Stock Options ofRs. 149.93 each and 15,723 Restricted Stock Units (RSUs) of Rs. 10 each, were yet to be exercised in second and third tranche of "TBZ ESOP, 2011''.

In second tranche total 17,288 Options consisting of 12,285 Stock Options of Rs. 149.93 each and 5,003 Restricted Stock Units (RSUs) of face value of Rs. 10 each are due for exercise and for which vesting period has started on 9th May, 2014 and will expire on 8th June, 2014. As on date of signing of the Directors'' Report the eligible employees have yet not exercised their Options.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDITORS'' REPORT:

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

The Auditors'' Report to the Members does not contain any qualification.

STATUTORY AUDITORS:

M/s. B S R and Co (Firm Registration No. 128510W), Chartered Accountants, Mumbai, Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General Meeting has expressed their unwillingness to continue as the Statutory Auditors of your Company.

The Board of Directors of your Company have, subject to approval of the Members, is proposing appointment of M/s. B S R & Co. LLP

(Firm Registration No. 101248W), Chartered Accountants, Mumbai as the Statutory Auditors of your Company for the balance term of four financial years from 2014 - 2015 to 2017 - 2018 in place of M/s. B S R and Co (Firm Registration No. 128510W) being the retiring Auditor.

A resolution proposing appointment of M/s. E S R & Co. LLP (Firm Registration No. 101248W), Chartered Accountants, Mumbai, as the Statutory Auditors of your Company pursuant tc Section 139 of the Companies Act, 2013 forms part of the Notice.

Your Company has received a letter from M/s. B S R & Co. LLP (Firm Registration No. 101248W} Chartered Accountants, Mumbai as the Statutory Auditors, the appointment, if made, shall be within the limits prescribed under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified in terms of Section 141 of the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment.

The Board place on record its appreciation for the support and co-operation your Company has been receiving from its investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

For and on behalf of the Board of Directors

Shrikant Zaveri Raashi Zaveri

Chairman & Managing Director Whole-time Director

Date : 19th May, 2014 Place: Mumbai

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Mar 31, 2013

To, The Members of Tribhovandas Bhimji Zaveri Limited,

The Directors are pleased to present the Sixth Annual Report on the business and operations of your Company together with the audited financial statements and Auditors'' Report for the financial year ended 31st March, 2013:

FINANCIAL RESULTS

The financial performance of your Company for the financial year ended 31st March, 2013 is summarised below:

(Rs. in Lakhs)

Particulars Standalone Financials

For the year For the year ended ended 31st March, 2013 31st March, 2012

Revenue from operations 165,833.77 138,546.99

Other Income 588.23 160.90

Total Income 166,422.00 138,707.89

Earnings before Finance Cost, Depreciation and Amortisation 15,310.25 12,367.01

Less:

Finance Cost 2,149.42 3,148.22

Depreciation and Amortisation 804.37 526.27

Net Profit for the year before Taxes 12,356.46 8,692.52

Less: Provision for Taxes

Current Tax 4,203.00 3,130.00

Deferred Tax Assets (180.83) (162.84)

(Excess)/ Short Provision for tax of earlier years (165.81) 6.05

Profit after tax 8,500.10 5,719.31

Add: Balance Brought Forward from Previous Year 10,825.26 5,607.81

Add: Employee Stock Options outstanding at the commencement of the year 132.29 102.55

Surplus Available for Appropriation 19,457.65 11,429.67

Appropriations:

Transfer to general reserve 850.01 -

Proposed Dividend 1,500.00 500.00

Dividend Tax 254.92 81.11

Excess provision of tax pertaining to earlier years - (79.25)

Total Appropriations 2,604.93 501.86

Surplus Available after Appropriation 16,852.72 10,927.81

Add: Addition/(reduction) on option granted (60.46) 29.74

Add : Balance in Security Premium Account 16,697.33 -

Add : Balance General Reserve 850.01 -

Balance carried forward to Balance Sheet 34,339.60 10,957.55

FINANCIAL PERFORMANCE

Your Company has reported healthy growth during the financial year 2012 - 2013. Total income increased to Rs. 166,422.00 Lakhs from Rs. 138,707.89 Lakhs in the previous financial year, at a growth rate of 19.98%. The profit before tax increased to Rs. 12,356.46 Lakhs, up by 42.15% while net profit after tax increased to Rs. 8,500.10 Lakhs, up by 48.62%.

Sale of Gold Jewellery increased by 23.96% to Rs. 124,183.14 Lakhs as compared to Rs. 100,176.52 Lakhs during the previous financial year. Sale of Diamond- studded Jewellery increased by 9.89% to Rs. 38,540.63 Lakhs as compared to Rs. 35,073.32 Lakhs during the previous financial year.

The Gross Profit Margin for the financial year 2012 - 2013 has improved to 18.82% from 17.54% in the previous financial year. In the absolute term the Gross Profit has increased by 28.37% to Rs. 31,203.73 Lakhs as compared to Rs. 24,307.36 Lakhs during the previous financial year.

The EBITDA for the financial year 2012 - 2013 has improved to 9.20% from 8.92% in the previous financial year.

During the current financial year, your Company has opened eleven new showrooms in ten cities and four states totaling the number of showrooms to twenty five in nineteen cities and seven states.

DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 2.25 (Two Rupees Twenty Five Paise only) per Equity Share (i.e. 22.50%) of face value of Rs. 10 each for the financial year ended 31st March, 2013, subject to the approval of the Shareholders at the ensuing Annual General Meeting, against the dividend of Rs. 0.75 per Equity Share (i.e. 7.50%) for the financial year ended 31st March, 2012. The total outgo for the current financial year amounts to Rs. 175,492,501 (*) (Rupees Seventeen Crores Fifty Four Lakhs Ninety Two Thousand Five Hundred One only), including dividend distribution tax of Rs. 25,492,500 (Rupees Two Crores Fifty Four Lakhs Ninety Two Thousand Five Hundred only) as compared to Rs. 58,111,250 (Rupees Five Crores Eighty One Lakhs ElevenThousandTwo Hundred Fifty only) during previous financial year, including dividend distribution tax of Rs. 8,111,250 (Rupees Eighty One Lakhs Eleven Thousand Two Hundred Fifty only) in the previous financial year.

(*) However, under the Employees Stock Option Scheme, viz. ''TBZ ESOP 2011'' the first tranche of 38,843 granted options are vested to the employees and the vesting period opened from 9th May, 2013 to 8th June, 2013, where eligible employees could exercise their options. As on the date of signing of this Director''s Report,the employees have yet to exercise their options. The period of exercise and allotment of the Equity Shares under the ESOP Scheme will fall before the date of book closure and the said allotment will also have the right to dividend as the new Equity Shares shall rank pari passu with the existing Equity Shares in all respects. The above stated dividend amount including dividend tax amount will be subject to change to the extent of number of Equity Shares that get allotted under ''TBZ ESOP 2011''.

CONSOLIDATED ACCOUNTS

The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 and 22/2011 dated 8th February, 2011 and 2nd May, 2011 respectively, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 28th May, 2013, approved the Audited Consolidated Financial Statements for the financial year 2012 - 2013 in accordance with the Accounting Standard (AS-21) and other applicable Accounting Standard issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all subsidiaries, and which forms part of this report. The Consolidated Financial Statement of your Company for the financial year 2012 - 2013, is prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached financial statements of its subsidiary companies for the financial year 2012 - 2013. A statement of summarised financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investments, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Office, forms part of this report.

CHANGES IN AUTHORISED SHARE CAPITAL

During the financial year 2012 - 2013 there was no change in the Authorised Share Capital of your Company.

CHANGES IN PAID-UP SHARE CAPITAL

During the financial year 2012 - 2013 your Company came out with the Initial Public Offer (IPO) of 16,666,667 Equity Shares and which result in increasing the Paid- up Share Capital of your Company by Rs. 166,666,670.

The Paid-up Share Capital of your Company increased from Rs. 500,000,000 to Rs. 666,666,670 during the financial year 2012 - 2013.

LISTING OF COMPANY''S EQUITY

Your Company made an Initial Public Offer (IPO) of 16,666,667 Equity Shares of Rs. 10 (Rupees Ten only) each at the price band of Rs. 120 to Rs. 126. The issue was kept open for Anchor Investor on 23rd April, 2012. The issue was opened on 24th April, 2012 and was closed on 26th April, 2012. The issue received 7,252 applications for 19,474,470 Equity Shares resulting in 1.17 times subscription. The category wise subscription details are given below (Before technical rejections):

Category No. of Applications No. of Equity No. of times Received Shares Subscribed

Retail Individual Bidders 7,153 3,542,805 0.61

Non Institutional Bidders 89 4,681,665 1.87

Qualified Institutional Bidders 7 7,515,990 1.29

Anchor Investors 3 3,734,010 1.49

TOTAL 7,252 19,474,470 1.17

Your Company in consultation with IDFC Capital Limited and Avendus Capital Private Limited, Book Running Lead Managers determined the price of Rs. 120 per Equity Share (including a share premium of Rs. 110 per Equity Share) for cash aggregating to Rs. 2,000,000,040 (Rupees Two Hundred Crores Forty only). The issue constituted 25% of the fully diluted post issue paid up capital of your Company.

Your Company has appointed BSE Limited (BSE) as its designated Stock Exchange. Your Company applied to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for listing approval. Your Company got listing approval from both Stock Exchanges on 7th May, 2012. Your Company''s Equity Shares were listed on both the Stock Exchanges on Wednesday, 9th May, 2012.

PURCHASE OF PREMISES TO BE USED AS CORPORATE OFFICE OF YOUR COMPANY AND SHIFTING OF CORPORATE OFFICE OF YOUR COMPANY

During the year under review your Company has purchased the commercial premises through the bidding process at a purchase consideration of Rs. 2,505.01 Lakhs for the property situated at 1106 to 1121, 11th Floor, West Wing, Tulsiani Chambers, 212, Backbay Reclamation, Free Press Journal Road, Nariman Point, Mumbai - 400 021 and shifted its Corporate Office to the said owned premises on 12th March, 2013 from the previous Leave and License premises situated at 228, Ground Floor, Mittal Chambers, Nariman Point, Mumbai - 400 021 .The new premises shall also meet the demand for additional space required for new staff in view of the ongoing expansion programme of your Company.

WHOLLY OWNED SUBSIDIARY COMPANIES

For the year under review your Company has two wholly owned subsidiaries namely; Tribhovandas Bhjimji Zaveri (Bombay) Limited and Konfiaance Jewellery Private Limited.

As required under the Listing Agreement with the Stock Exchanges the audited consolidated financial statements of your Company incorporating both its wholly owned subsidiary companies prepared in accordance with applicable Accounting Standards are attached.

Tribhovandas Bhjimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai - 400 067. The said property is taken on Leave & License basis from its holding company.

During the financial year 2012 - 2013, Tribhovandas Bhimji Zaveri (Bombay) Limited has reported a total revenue of Rs. 2,155.04 Lakhs, profit before tax of Rs. 205.00 Lakhs and net profit after tax of Rs. 137.52 Lakhs. Konfiaance Jewellery Private Limited is a non- operational company.

Your Board of Directors in the Board Meeting dated 28th May, 2013, has approved the proposal for Merger of two wholly owned subsidiaries, viz. Tribhovandas Bhimji Zaveri (Bombay) Limited and Konfiaance Jewellery Private Limited with the Holding Company, i.e. Tribhovandas Bhimji Zaveri Limited, under the Scheme of Amalgamation.

PERFORMANCE/ STATE OF COMPANY''S AFFAIRS

As on 31st March, 2013, your Company was operating from a total of twenty five (25) showrooms in nineteen cities and seven states and your Company has one Corporate Office at Tulsiani Chambers, Nariman Point which was purchased by your Company during the year. On 1st April, 2012, your Company has inaugurated a new bigger format showroom at Pune in place of its old small format showroom.

During the year under review your Company has opened eleven (11) new showrooms at Churchgate (Mumbai), Vasai (Maharashtra), Nagpur (Maharashtra), Aurangabad (Maharashtra), Vashi (Navi Mumbai), Vadodara (Gujarat), Vapi (Gujarat), Bhavnagar (Gujarat), Camac Street (Kolkata), Kankurgachi (Kolkata) and Raipur (Chhattisgarh).

On 1st April, 2013, your Company has opened a new showroom at Gandhidham (Gujarat) which takes the total number of showrooms to twenty six (26) as on 1st April, 2013.

AWARDS & RECOGNITION

During the year under review your Company has won following awards:

Year Awards

2012 Retail Jewellers India Awards - (i) 360 Degree Marketing Campaign of the year (ii) Best Radio campaign of the year.

2012 India International Gold Convention Awards from the Bombay Bullion Association Limited - Best Branded Traditional Jewellery.

2012 Indian Jewellers Choice Design Awards in three categories -

(i) Diamond Jewellery Over Rs. 500,000

(ii) Emerald Jewellery Under Rs. 500,000

(iii) Emerald Jewellery Over Rs. 500,000.

2013 Asia Retail Congress - Retail Leadership Award to Mr. Shrikant Zaveri, CMD.

2013 National Jewellery Award 2013 - Best Single Store of the Year- Central East (Camac Street, Kolkata).

NEW PRODUCT LAUNCH

Your Company has launched the "Dohra Detachable Wedding Jewellery" a new range of wedding jewellery which ensures multi-utility designer jewellery bought as wedding jewellery for the wedding day which is detachable as mix-n-match pieces for other occasions such as family dinners or kitty parties or corporate events and other social get-togethers.

CREDIT RATING

During the year under review CRISIL has upgraded its ratings of the Bank loan facilities of your Company to ''CRISIL A-/Stable'' from ''CRISIL BBB /Stable'' as per CRISIL Letter Ref. No. BS/ BLR/ TBZPL/ AUG12/ 75811 dated 28th August, 2012.

CRISIL vide Letter Ref. No. BS/BLR/TBZPL/MAY13/88638 dated 7th May, 2013 has made review of Credit Rating to the Bank Facility of your Company which is stated as follows:

Total Bank Loan Facilities Rs. 4,620 Million (Enhanced Rated from Rs. 2,830 Million)

Long-Term Rating CRISIL A- / Stable (Reaffirmed)

Short-Term Rating CRISIL A2 (Assigned)

INCREASE IN INVENTORIES

The inventory of your Company as on 31st March, 2013 has increased by Rs. 52,504.66 Lakhs as compared to the inventory on 31st March, 2012. The increase in inventory is due to the opening of eleven new showrooms during the year and opening of the twelth showroom on 1st April, 2013.

OPERATIONS

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

GOLD LOAN SCHEME

Having participated in the Gold Loan Schemes extended by banks to various jewellery companies your Company continuous to do so, additionally supplementing its raw material requirements through these Schemes.

RECENT DEVELOPMENT

Your Board of Directors in the Board Meeting dated 28th May, 2013, has approved the proposal for Merger of two wholly owned subsidiaries, viz. Tribhovandas Bhimji Zaveri (Bombay) Limited and Konfiaance Jewellery Private Limited with the Holding Company, i.e. Tribhovandas Bhimji Zaveri Limited, under the Scheme of Amalgamation.

RELATED PARTIES

A statement of related party transactions pursuant to Accounting Standard - 18 forms a part of notes to accounts.

TRANSFER TO RESERVES

During the year under review, your Company has transferred Rs. 16,697.33 Lakhs to Securities Premium Account and Rs. 850.01 Lakhs to the General Reserve.

FIXED DEPOSITS

During the year under review your Company has not accepted or invited any fixed deposits from the public and there are no outstanding fixed deposits from the public as on the Balance Sheet date.

INSURANCE

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adequately insured.

DISCLOSURE UNDER SECTION 274(1)(G)

None of the Directors of your Company are disqualified from being appointed as Directors as specified u/s 274(1)(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

DIRECTORS

Mr. Shrikant Zaveri, Chairman & Managing Director and Ms. Binaisha Zaveri, Whole-time Director of your Company who are not liable to retire by rotation and Ms. Raashi Zaveri, Director - Finance of your Company who is liable to retire by rotation; were all re-appointed for the period of five years from 1st January, 2011 to 31st December, 2015 and their remunerations were fixed for the period of three years from 1st January, 2011 to 31st December, 2013, by way of a Special Resolution passed by the members in the Extra Ordinary General Meeting, dated 12th January, 2011. In addition to this, your Company has made the revision in remuneration structure and fixed the remuneration of Mr. Shrikant Zaveri, Chairman and Managing Director of your Company, for period of three years i.e. from 1st April, 2012 to 31st March, 2015 by way of a Special Resolution passed by members in the Annual General Meeting of your Company held on 24th September, 2012.

Ms. Raashi Zaveri who was the Whole-time Director of your Company was re-designated as the Director - Finance in the Board Meeting dated 28th May, 2013 with immediate effect.

Your Company proposes to fix the remuneration payable to Ms. Binaisha Zaveri, Whole-time Director and Ms. Raashi Zaveri, Director - Finance of your Company for the period of two years, from 1st January, 2014 to 31st December, 2015, subject to the approval of members by way of a Special Resolution at the ensuing Annual General Meeting of your Company and the details of the same will be available in the notice forming part of this Annual Report.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Kamlesh Vikamsey, Independent Director and Ms. Raashi Zaveri, Director - Finance of your Company, are liable to retire by rotation and being eligible, have offered themselves for re-appointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956,and based on the representations received from the operating management, your Directors hereby confirm that:

(a) in preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) they 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 your Company at the end of the financial year and of the profit of your Company for the financial year;

(c) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. They confirm that there are adequate systems and controls for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the Annual Accounts on a going concern basis.

REVIEW OF ANNUAL ACCOUNTS BY AUDIT COMMITTEE

Financials of your Company for the financial year ended 31st March, 2013 were reviewed by the Audit Committee before being placed before the Board.

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

The particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow:

Earnings - Rs. NIL

Outflow - Rs. 699.55 Lakhs

HUMAN RESOURCES AND EMPLOYEE RELATIONS

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employees strength of 1,664 as on 31st March, 2013. Employee Relations continued to be cordial at all levels.

PARTICULARS OF EMPLOYEES

Particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, form part of this Report.

However, having regard to the provision of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any member interested in obtaining the copy of the said statement may write to your Company Secretary at the Corporate Office of your Company or by sending email at [email protected].

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

CORPORATE GOVERNANCE

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder''s value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company is fully committed to and continues to follow procedures and practices in conformity with the Code of Corporate Governance enshrined in Clause 49 VI of the Listing Agreement. A detailed report on Corporate Governance forms part of this Report. The Auditors'' Certificate on compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

LISTING FEES

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges upto the date. Your Company''s shares are also traded in dematerialised segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Company''s business. Your Company adheres to the prescribed guidelines with respect to the transactions, financial reporting and ensures that all its assets are safeguarded and protected against losses .The Internal Auditor of your Company conducted the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems.

Internal Control Systems are implemented to safeguard your Company''s assets from loss or damage, to keep constant check on purposes and the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and implement accounting standards.

INVESTORS'' RELATION AND GRIEVANCES

Investors'' relations have been cordial during the year. As a part of compliance, your Company has formed Shareholders''/ Investors'' Grievance Committee to deal with the issue relating to investors. There were no investors'' grievances pending as on 31st March, 2013. A confirmation to this effect has been received from your Company''s Registrar and Share Transfer Agent.

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporates to its shareholders through electronic mode. All the shareholders are requested to join the said program by sending their preferred e-mail addresses to the Registrar and Share Transfer Agent.

EMPLOYEE STOCK OPTION SCHEME

The details of the shares issued under ESOP as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

No employee has been issued Options, during the year equal to or exceeding 1% of the issued capital of your Company at the time of the grant.

Pursuant to the approval of the members at the Extra Ordinary General Meeting held on 12th January, 2011, your Company adopted the Employees Stock Option Scheme, viz. ''TBZ ESOP 2011''. The Scheme has been in compliance with the relevant provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. Your Company has granted total 208,433 Equity Shares consisting of 111,309 Stock Options of Rs. 149.93 each and 97,124 Restricted Stock Units (RSUs) at face value of Rs. 10 each, which represents 0.42% of the pre-Issue paid up equity capital of your Company and 0.31% of the fully diluted post-Issue paid up capital of your Company. These options were granted to seven employees of your Company. The granted options will be vested in three tranches at the end of 12 months, 24 months and 36 months from the date of grant of option or from the date of listing (i.e. from 9th May, 2012) whichever is later.

Before starting of the vesting period of the first tranche of the option, out of total seven employees to whom ESOP were granted, three employees have resigned and the total 109,048 Equity Shares consisting of 58,235 Stock Options of Rs. 149.93 each and 50,813 Restricted Stock Units (RSUs) of Rs. 10 each, which were granted to these employees were cancelled.

Your Company has received in principle approval for the balance granted Equity Shares towards Listing of your Company''s 99,385 Equity Shares consisting of 53,074 Stock Options of Rs. 149.93 each and 46,311 Restricted Stock Units (RSUs) of Rs. 10 each to be issued under pre-IPO Employees Stock Option Scheme, viz. ''TBZ ESOP 2011'' from both the Stock Exchanges, viz. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and bearing reference no. NSE/LIST/201961-K dated 19th April, 2013 and reference no. DCS/IPO/NJ/ ESOP-IP/051/2013-14 dated 23rd April, 2013, respectively.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

AUDITORS'' REPORT

The observations made in the Auditors'' Report, read together with the relevant notes thereon are self- explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

The Auditors'' Report to the Shareholders does not contain any qualification.

STATUTORY AUDITORS

M/s. B S R and Co, Chartered Accountants, who are the Statutory Auditors of your Company, hold office, in accordance with the provisions of the Companies Act, 1956 till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

Your Company has received letter from the retiring auditor to the effect that their re-appointment as Statutory Auditors, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956 and they are not disqualified for re-appointment within the meaning of Section 226 of the Companies Act, 1956.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of your Company, in helping it reach the current growth level.

Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

For and on behalf of the Board of Directors of

Tribhovandas Bhimji Zaveri Limited

Date: 28th May, 2013 Shrikant Zaveri Raashi Zaveri

Place: Mumbai Chairman & Managing Director Director - Finance

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Mar 31, 2012

To,The Members of Tribhovandas Bhimji Zaveri Limited,

The Directors are pleased to present Fifth Annual Report on the business and operations together with the audited financial statements and Auditor's Report for the financial year ended 31st March, 2012:

Financial Results:

The financial performance of your Company for the financial year ended 31st March, 2012 is summarised below:

Standalone Financials

Particulars 31-Mar-12 31-Mar-11

(In Rs.) (In Rs.)

Revenue from operations 13,854,699,680 11,939,308,876

Other Income 16,089,925 5,428,431

Total Income 13,870,789,605 11,944,737,307

Earnings before Interest, Depreciation and Amortization 1,212,426,434 868,657,219

Less:

Interest Expenses 290,547,933 225,919,796

Depreciation and Amortization 52,627,020 39,952,410

Net Profit for the year before Taxes 869,251,481 602,785,013

Less: Provision for Taxes

Current Tax 313,000,000 214,000,000

Deferred Tax (Liability)/ Asset (16,283,677) (5,462,565)

Provision fortaxof earlieryears 605,000 -

Profit after tax 571,930,158 394,247,578

Add: Balance Brought Forward from Previous Year 560,781,867 226,534,289

Add: Gross Employee stockoptions granted in earlieryears 10,254,685 -

Surplus Available for Appropriation 1,142,966,710 620,781,867

Appropriations:

For Issue of Bonus Shares: - 60,000,000

Proposed Dividend 50,000,000 -

Dividend Tax 8,111,250 -

Addition on option granted (2,974,586) (10,254,685)

Excess provision of tax pertaining to earlier years (7,925,397) -

Total Appropriations 47,211,267 49,745,315

Balance carried forward to Balance Sheet 1,095,755,443 571,036,552

Financial Performance:

The Company has reported healthy growth during financial year 2011 -12 attributed by strong brand name, innovative designs, varied product range and experienced management.

In the financial year 2011-12, the Company's sales income grew by 16.04% to Rs. 13,854,699,680 as compared to Rs. 11,939,308,876 in the previous financial year. The Profit before tax grew by 44.21 % to Rs. 869,251,481, while Net Profit after tax grewby45.07%toRs.571,930,158.

Sales of Gold Jewellery crossed Rs. 10 billion mark for the first time during financial year 2011 -12, which grew by 15.71 % to Rs. 10,01 7,652,770as compared toRs. 8,657,327,844 during previous financial year.

Sales of Diamond-studded Jewellery grew strongly by 33.03% to Rs. 3,507,331,656 during financial year 2011 -12 as compared to Rs. 2,636,575,215 during the previous financial year. The growth in sales of Diamond-studded jewellery was the result of Diamond- studded jewellery promotion schemes & innovative designs by in-house manufacturing unit at Kandivali. The new manufacturing facility at Kandivali has a carpet area of 17,139 sq.ft. and annual production capacity to manufacture 100,000 carats of Diamond-studded jewellery.

The Gross Profit Margin for the financial year 2011 -12 has improved to 1 7.54% from 15.73% in the previous year. In the absolute term the Gross Profit has increased by 29.43% to Rs. 2,430,736,358 as compared to Rs. 1,877,991,801 during previous year. The healthy improvement in Gross Profit Margin was on account of Company's continuous thrust on increasing sales of Diamond- studded jewellery, which resulted in favourable product mix and improved Gross Profit margin.

The EBITDA for the financial year 2011-12 has improved to 8.74% from 7.27% in the previous year.

During the financial year 2011 -12, the Company has opened a new showroom at Rajkot.

Consolidated Accounts:

The Ministry of Corporate Affairs (MCA) vide General Circular No. 2/2011 and 22/2011 dated 8th February, 2011 and 2nd May, 2011 respectively, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 30th May, 2012, approved the Audited Consolidated Financial Statements for the financial year 2011 - 2012 in accordance with the Accounting Standard (AS-21) and other Accounting Standard issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all subsidiaries, and forms part of this report. The Consolidated Financial Statement of your Company for the financial year 2011 - 2012, are prepared in compliance with applicable Accounting Standards and where applicable Listing Agreement as prescribed by the Securities and Exchange Board of India.

The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information shall be made available to members on reauest and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached financial statements of its subsidiary companies for the financial year 2011 - 2012. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investments, turnover, etc., pursuant to the General Circular issued by the Ministry of Corporate Office, forms part of this report.

Changes in Authorised Share Capital:

During the financial year 2011-2012 there was no change in the Authorised Share Capital of your Company

Changes in Paid-up Share Capital:

During the financial year 2011-2012 there was no changes in Paid-up Share Capital of your Company

Wholly owned Subsidiary Companies:

For the year under reviewyour Company has two subsidiaries namely; Tribhovandas Bhjimji Zaveri (Bombay) Limited as its 99.88% subsidiary company, which was converted into wholly owned subsidiary company w.e.f. 13th June, 2011 and Konfiaance Jewellery Private Limted (KJPL) as its 60% subsidiary company, which was converted into wholly owned subsidiary company w.e.f. 22nd June, 2011.

Tribhovandas Bhjimji Zaveri (Bombay) Limited is operating its manufacturing activities from 106, Kandivali Industrial Estate, Charkop, Kandivali (West), Mumbai 400 067. The said property is taken on Leave & License basis and belongs to the holding company.

Performance/ State of Company's Affairs:

As on 31st March, 2012, your Company was operating from total fourteen (14) showrooms and your Company has one Corporate Office at Nariman Point.

During the year under review your Company has opened one new showroom at Rajkot on 27th July, 2011. On termination of Joint Venture Agreement dated 22nd June, 2011, with Joint Venture Partner, your Company has ceased to undertake operations from the showroom located at Banjara Hills, Hyderabad and also discontinue using the brand name 'Krasala1.

On 1st April, 2012, your Company has inaugurated new bigger format showroom at Pune in place of its old small format showroom.

Awards & Recognition:

During the year under review your Company has won following awards:

Year Awards

2011 Retail Jewellers India Awards TV Campaign of the Year

2011 IJ Jewellers Choice Awards Best Necklace Design

2011 IJ Jewellers Choice Awards Best Bridal Design

2011 IJ Jewellers Choice Awards Kundan Meena Jewellery Award

2012 National Jewellery Award Best Advertising Campaign of the Year (Print)

2012 Asia Retail Congress Awards in two categories i. Best Impactful Retail Design and Visual Merchandising and ii. Innovative Retail Concept of the Year

Increase in Inventories:

The inventory of your Company as on 31st March, 2012 has increased byRs. 764,641,346 as compared to the inventory on 31st March, 2011. The increase in inventory is due to four factors namely; (1) opening of new showroom at Rajkot during the year; (2) your Company has also buildup of fresh inventory for opening of new bigger showroom in Pune on 1 * April, 2012 in place of existing small format showroom at Pune, (3) the maintenance of high inventory for the forthcoming festival of Akshay Tritya on 24th April, 2012, and (4) buildup of inventory for Gudi Padva festival on 24th March, 2012.

Gems & Jewellery Industry wide Strike:

There was Gems & Jewellery Industry wide strike from 17th March, 2012 to 7th April, 2012, pursuant to introduction of the Union Budget.

Listing of Company's Equity:

Your Company was converted into public company from private limited company vide Fresh Certificate of Incorporation issued by Registrar of Companies, Mumbai, dated 3rd December, 2010.

Your Company made an Initial Public Offer (IPO) of 16,666,667 eauily shares ofRs. 10/- (Rupees Ten only) each at the price band of Rs. 120/-toRs. 126/-. The issue was kept open for Anchor Investor on 23rd April, 2012. The issue was opened on 24th April, 2012 and was closed on 26th April, 2012. The issue received 7,252 applications for 19,474,470 Eauity Shares resulting in 1.1 7 times subscription. The category wise subscription details are given below (Before technical rejections):

Category No.of Applications Received No.of Equity Shares No.of times Subscribed

Retail Individual Bidders 7,153 3,542,805 0.61

Non Institutional Bidders 89 4,681,665 1.87

Qualified Institutional Bidders 7 7,515,990 1.29

Anchor Investors 3 3,734,010 1.49

Total 7,252 19,474,470 1.17

Your Company in consultation with IDFC Capital Limited and Avendus Capital Private Limited, Book Running Lead Managers determined the price of Rs. 120/- per eauity share (including a share premium of Rs. 110/- per eauily share) for cash aggregating to Rs. 2,000,000,040/- (Rupees Two Hundred Crores Forty only). The issue constituted 25% of the fully diluted post issue paid up capital of your Company.

Your Company has appointed BSE Limited (BSE) as its designated Stock Exchange. Your Company applied to BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for listing approval. Your Company got listing approval from both Stock Exchanges on 7th May, 2012. Your Company's eauily shares were listed on both the Stock Exchanges on Wednesday, 9th May, 2012.

Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Recent Development:

Your Company is initiating working with the Gold Loan Schemes extended by banks to various jewellery companies.

Purchase of Corporate Office at Nariman Point:

Your Company has successfully completed bid submitted for commercial premises situated at Tulsiani Chambers, Nariman Point properly situated at 11th Floor (West Wing), Tulsiani Chambers, 212, Backbay Reclamation, Free Press Journal Road, Nariman Point, Mumbai 400 021. Your Company has entered into agreement for purchase of properly on 18th May, 2012 after completion of title due diligence of the premises. As per the agreement, your Company has made payment of Rs. 50,100,200/- (Rupees Five Crores One Lakh Two hundred only) out of total purchase price of Rs. 250,501,000/- (Rupees Twenty Five Crores Five Lakhs and One Thousand only), with the condition that the Deed of Transfer shall be executed within 45 days from execution of this agreement as mutually agreed.

Related Parties:

A statement of related party transactions pursuant to Accounting Standard 18 forms a part of notes to accounts.

Fixed Deposits:

During the year under review your Company has not accepted or invited any fixed deposits from the public and there are no outstanding fixed deposits from the public as on the Balance sheet date.

Insurance:

All the insurable interests of your Company including inventories, buildings, plant and machinery and liabilities under legislative enactments are adeauately insured.

Disclosure under Section 274(1 )(G):

None of the Directors of your Company are disqualified for being appointed as Directors as specified u/s 274(1 )(g) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000.

Directors:

Mr. Shrikant Zaveri, Chairman & Managing Director and Ms. Binaisha Zaveri, Whole-time Director of your Company who are not liable to retire by rotation and Ms. Raashi Zaveri, Whole-time Director of your Company who is liable to retire by rotation; all were re-appointed for the period of five years from 1st January, 2011 to 31st December, 2015 and fixing the remuneration by way of Special Resolution passed in the Extra Ordinary General Meeting of your Company dated 12th January, 2011, for the period of three years from 1st January, 2011 to 31st December, 2013.

The revision of remuneration structure and fixing of remuneration for the period of three years, from 1st April, 2012 to 31st March, 2015 payable to Mr. Shrikant Zaveri, Chairman & Managing Director, subject to the approval of members by way of Special Resolution at the ensuing Annual General Meeting of your Company and the details of the same are available in the notice forming part of this Annual Report.

Mr. Kamlesh Vikamsey was appointed as Additional Director in the capacity of Independent Director on 26th August, 2010, liable to retire by rotation and also regularizes his appointment as Director in the Annual General Meeting of your Company held on 30th September, 2010. Mr. Ajay Mehta & Mr. Sanjay Asher; were appointed as Additional Director in the capacity of Independent Director on 14th December, 2010, both liable to retire by rotation. Their appointment as Independent Directors was regularized as Director in the Annual General Meeting of your Company held on 4th July, 2011.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Mr. Ajay Mehta and Mr. Sanjay Asher, who were longest in the services, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

Directors' Responsibility Statement:

As reauired under Section 217 (2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

a. That in preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 your Company at the end of the financial year ended on 31st March, 2012 and of the profit of your Company for that year;

c. That the Directors have taken proper and sufficient care for the maintenance of adeauate accounting records for the year ended 31st March, 2012 in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for prevention and detection of fraud and other irregularities;

d. That the Directors have prepared the Annual Accounts on a going concern basis.

Constitution of Committee of the Board of Directors:

During the year your Company constituted one (01) committee naming 'Special Committee of the Board of Director1 in the Board Meeting dated 27th May 2011. Mr. Shrikant Zaveri, Chairman & Managing Director of your Company will act as the Chairman of the said committee and Ms. Binaisha Zaveri and Ms. Raashi Zaveri; Whole-time Directors of your Company will act as memPers of the Committee.

Review of Annual Accounts by Audit Committee:

Financials of your Company for the year ended 31st March, 2012 were reviewed by the Audit Committee before being placed before the Board.

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

The particulars as reauired under Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

1. Part A & B pertaining to conservation of energy and technology absorption are not applicable to your Company.

2. Foreign Exchange earnings and outflow: Earnings - Rs.NIL

Outflow - Rs. 49,989,207/-

Human Resources and Employee Relations:

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels. Your Company has total employee strength of 1,022 as on 31st March, 2012. Employee Relations continued to be cordial at all levels.

Your Company allows reasonable personal use of the e-mail system. Views and opinions expressed in these communications do not necessarily represent those of your Company.

Information pursuant to Section 217 (2A) of the Companies Act, 1956:

Particulars of employees as reauired under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, form part of this Report.

However, having regard to the provision of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report and Accounts are being sent to the members excluding the statement of particulars of employees under Section 217 (2A) of the Companies Act, 1956. Any memPer interested in obtaining the copy of the said statement may write to your Company Secretary at the Registered Office of your Company.

Management Discussion and Analysis:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

Corporate Governance:

Your Company was not a listed company as on 31st March, 2012. Your Company's Eauity Shares got listed on 9th May, 2012 Poth on BSE Ltd. (BSE) & National Stock Exchange of India Limited (NSE). A detailed report on the Corporate Governance in compliance with Clause 49 of the Listing Agreement formed as a part of the Annual Report. A Certificate from the statutory auditor of your Company on the compliance with Corporate Governance reauirements Py your Company is attached to the Report on Corporate Governance.

Employee Stock Option Scheme:

On 12th January, 2011, the memPers of your Company approved 'Employees Stock Option Scheme 2011' for your Company The details of the Scheme to Pe disclosed as per the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided under the Notes to the Financial Statements. The options will Pe vested in three tranches at the end of 12 months, 24 months and 36 months from the date of grant of option or from the date of listing (i.e. from 9th May, 2012) whichever is later.

Consolidated Financial Statements:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescriPed Py the Institute of Chartered Accountants of India, in this regard.

Auditors' Report:

The oPservations made in the Auditors' Report, read together with the relevant notes thereon are self-explanatory and hence, do not call for any comments under Section 217 of the Companies Act, 1956.

The Auditors' Report to the Shareholders does not contain any qualif ication.

Auditors:

B S R and Co, Chartered Accountants, the Statutory Auditors of your Company retire at the ensuing Annual General Meeting and are eligible for reappointment. Your Company has received a letter from the retiring auditor to the effect that their appointment as Statutory Auditor, if made will be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

Acknowledgement:

The Board wishes to place on record its appreciation of sincere efforts put in by the employees of your Company, in helping it reach to current growth level.

Your Directors place on record their appreciation for the support and assistance received from the investors, customers, vendors, bankers, financial institutions, business associates, Central & State Government authorities, Regulatory authorities and Stock Exchanges.

For and on behalf of the Board

Shrikant Zaveri Binaisha Zaveri

Chairman & Managing Director Whole-time Director

Date: 30th May, 2012. Place: Mumbai