Directors Report of Neogem India Ltd.

Mar 31, 2024

The Directors presents the Thirty-Third Annual Report of the Company and the Audited Statements of Accounts for the financial
year ended 31^st March, 2024.

1. Financial Summary or highlights/performance of the Company:

The financial highlights of the Company, for the year ended 31^st March, 2024 is summarized below:

Sr. No.	Particulars	For the year ended 31st March 2024	For the year ended 31st March 2023
1.1	Revenue from Operations	-	-
1.2	Other Income	0.19	0.97
1.3	Total Expenditure	80.07	8.31
1.4	Profit for the year before tax	-79.88	-7.34
	Exceptional items	0.29	-
1.4	Profit for the year before tax	-80.17	-7.34
1.5	Less: Current Tax	-	-
	Deferred Tax	-	-
1.6	Profit After Tax & before Other comprehensive income (OCI)	-80.17	-7.34
1.7	Other comprehensive income	0	0
1.8	Other comprehensive income for the year, net of tax	0	0
1.9	Profit after Tax (PAT) & after OCI	-80.17	-7.34

During the year under review, there was no revenue from operational activity. The Company has stopped its production
activities since Jan 2018. The Company has suffered a loss of Rs. 80.17 lakhs /-in the financial year 2023-24.

Further due to financial crunch, the Company could not repay the working capital loan (secured) to Punjab National Bank and
Bank of India, accordingly the accounts of the Company has been classified as non-performing assets by the respective banks
with effect from 31^st March, 2016. Pending confirmation received of the amount payable to Banks, the Company has not
provided for interest payable in the financial statement till 31^st March, 2024, since the same is not quantifiable and accordingly
the loss for the year is understated to that extent.

The Management of the Company has been putting in its best efforts to reduce the loss and is hopeful for better results in the
coming years.

2. Dividend:

In view of loss incurred by the Company, your Directors do not recommend any dividend for the financial year ended 2023-24.

3. Reserves:

The Board does not propose to carry any amounts to reserves.

4. Brief description of the Company''s working during the year/ state of Company''s affair:

The Company has currently stopped production of Jewellery. Due to fierce competition and adverse market conditions, the
business could not survive. However, the management is putting in every effort to revive the business.

5. Change in the nature of business, if any:

During the year there was no change in nature of business.

6. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between
the end of the financial year of the Company to which the financial statements relate and the date of the report:

No material changes have occurred subsequent to the close of the financial year of the Company to which the balance sheet
relates and the date of the report.

7. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company''s operations in future:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status
and Company''s operations in future.

However, the management hereby informs that the Bank accounts of the Company have been freezed by the Dy. Commissioner
of Sales Tax, Maharashtra since March 22, 2021. Further, due to freezing of bank accounts, the Company could not pay the
Annual Listing Fees to BSE Limited and consequently, the trading in securities of the Company is suspended by BSE Limited due
to non-payment of Annual Listing Fees w.e.f. July 12, 2022 and demat accounts of the promoters have been freezed.

8. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company did not have any Holding/Subsidiary Company/Joint Venture/Associate Company during the year under review.
Accordingly, the following disclosures are not applicable:

• Form AOC-1 pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with rule 5 of
the Companies (Accounts) Rules, 2014) under section 134 of the Companies Act, 2013, in Form AOC - 1.

• Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall
performance of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014) under section 134of
the Companies Act, 2013.

• Receipt of commission from any holding company or subsidiary company by a Director of the Company.

9. Statutory Auditors:

M/s. Ashok Bairagra & Associates, Chartered Accountants (Firm Registration No. 118677W) were appointed as the Statutory
Auditors of the Company to hold office for a period of five consecutive years starting from the conclusion of the Thirty First
Annual General Meeting (AGM) held on 30^th September, 2022 until the conclusion of the Thirty Sixth AGM of the Company to
be held in the year 2027.

10. Auditors Report:

There is an observation/ qualification contained in the Auditors'' Report The management''s reply to the observation of the
Statutory Auditor is as under:

Sr. No.	Auditor''s Observation	Reply of Management
1.	The Company is unable to repay its liabilities (current & Non-current) as on 31st March, 2024. These events indicate a material uncertainty that may cast doubt on the Company''s ability to continue as a growing concern and therefore it may be unable to realize its assets and discharge its liabilities in the normal course of business. The financial statements (notes thereto) do not disclose this fact.	Though the Company has stopped its manufacturing activity, the management is putting in best efforts to bring a turn around and is hopeful of successful revival and thus, the annual accounts are prepared on a going concern basis.

11. Reporting of fraud by statutory auditors:

During the year under review, there were no instances of material or serious fraud falling under Section 143 (12) of Companies
Act, 2013 and Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory
Auditors of the Company during the course of the audit.

12. Management Discussion and Analysis:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations ("Listing Regulations") is annexed as a part of this Annual
Report as Annexure 1.

13. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 for the year ended 31^st March, 2024, is placed on website of
the Company, at the following https://neoeemindia.com/pdf/Form-MGT-7-March-31-2024.pdf and which shall be treated as
part of this Report.

14. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014 with respect to conservation of energy, technology absorption & foreign exchange earnings / outgo is given below:

A. Conservation of energy:

i. The steps taken or impact on conservation of energy:

Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient
equipments.

ii. The steps taken by the Company for utilising alternate sources of energy:

The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy.

iii. The capital investment on energy conservation equipments:

N.A.

B. Technology absorption:

i. The efforts made towards technology absorption:

The Directors are in constant touch with ongoing research to upgrade and absorb improved technology for better line of
products and to yield better quality, cost reduction.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

Utilisation of indigenous raw material has led to cost reduction.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology has been imported by the Company.

iv. The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export
markets for production and formulating export plans.

2. Total foreign exchange used and earned:

Particulars	2023-24	2022-23
Foreign exchange earned on F.O.B. basis	0.00	0.00
Foreign exchange outgo	0.00	0.00

15. Directors and Key Managerial Personnel:

A. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, including any statutory
modification(s) or re-enactment thereof for the time being in force (''the Act''), Mr. Ronak Doshi (DIN: 00102959), who is liable
to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for appointment.

Brief resume of the director proposed to be re-appointed and relevant information including nature of his expertise in specific
functional areas, qualifications, terms of appointment, details of remuneration, names of the Companies in which he holds
directorship and the memberships/chairmanships of Committees of the Board, his shareholding in the Company, etc., as
stipulated under the Listing Regulations and Secretarial Standards have been furnished separately in the Notice convening this
AGM.

There, were no changes in the composition of the Board during the year under review.

B. Statement on Independent Directors'' declaration and disclosure of disqualification by the Directors:

The Company has received the declaration u/s 149(7) of the Act from the Independent Director, Mrs. Renu Kathuria (DIN:
01669882) of the Company confirming that she meets the criteria of Independence as prescribed both under the Act and the
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Listing
Regulations) and in the opinion of the Board of Directors, the Independent Director fulfill the criteria of independence as

provided under the Act, rules made thereunder, read with the Listing Regulations and that she is independent of the
management. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent Director of the Company has confirmed that she has registered herself
with the databank maintained by The Indian Institute of Corporate Affairs at Manesar (IICA).

C. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance
evaluation of its own performance, of individual Directors as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Stakeholders'' Relationship Committees. The Directors were evaluated on aspects such as attendance and
contribution at Board and Committee meetings, communicating inter se board members and guidance and support to the
management outside Board and Committee meetings. The Board approved the evaluation results as collated by the Nomination
and Remuneration Committee.

D. Directors:

i. Independent Director:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of the
independent director was evaluated by the entire Board of Directors (in the absence of the director getting evaluated) on
various parameters like engagement, leadership, analysis, decision making, communication, governance, interest of
stakeholders, etc. The Board was of the unanimous view that the Independent Director was a reputed professional and brought
her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by the Independent
Director in guiding the management to achieving higher growth and continuance of the independent director on the Board will
be in the interest of the Company.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Independent Directors at their separate meeting.
Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of
evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance,
stakeholders etc. The Board was of the unanimous view that all the non-independent directors were providing good business
and people leadership.

iii. Familiarization Programme to Independent Directors:

Since the company comes under the exception case as per Regulation 15(2) SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Company does not have to conduct such programme. However, on appointment of any
Director as well as in every Board Meeting, the Directors are periodically updated about the business model, their roles and
responsibilities as well as financial position and workings of the Company.

16. Details of Committees of the Board:

Currently, the Board has 3 Committees: the Audit Committee, Nomination and Remuneration Committee and Stakeholders''
Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the
Companies Act, 2013 and the Rules thereunder and Listing Regulations, are as follows:

A. i. Audit Committee:

The Board has constituted an Audit Committee comprising of Mrs. Renu Kathuria (DIN: 01669882), Independent Director as the
Chairperson of the Committee, Mr. Ronak Doshi (DIN: 00102959), Whole- Time Director and CFO and Mr. Gaurav Doshi (DIN-
00166703), Managing Director as the members of the Committee.

The recommendations of the Audit Committee are always welcomed and accepted by the Board hence there is no further
explanation to be provided for, in this Report and all the major steps impacting the financials of the Company are undertaken
only after the consultation of the Audit Committee.

A. ii. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and
Employees to report their genuine concerns / instances of any unethical / improper activity, directly to Mrs. Renu Kathuria
(DIN: 01669882), Chairperson of the Audit Committee, as a Protected Disclosure and has also taken steps to safeguard any
person using this mechanism from victimization and in appropriate and exceptional cases.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Mrs. Renu Kathuria (DIN: 01669882), Independent Director as the
Chairperson of the Committee, Mr. Ronak Doshi (DIN: 00102959), Whole- Time Director and CFO and Mr. Gaurav Doshi (DIN-
00166703), Managing Director as the members of the Committee. The Committee has framed a policy to determine the criteria
and qualification for appointment of Directors, positive attributes, independence of Director, attributes for appointment and
basis of determination of remuneration and performance evaluation of all the Directors, Key Managerial Personnel and other
employees and methods for their sustainability. The detailed policy is also posted onto the website of the Company at the
http://www.neogemindia.com/pdf/Nomination-and-Remuneration-Policy.pdf

C. Stakeholder''s Relationship Committee:

The Stakeholder''s Relationship Committee comprises of Mrs. Renu Kathuria (DIN 01669882), Independent Director as the
Chairperson of the said Committee and Mr. Ronak Doshi (DIN:00102959), Whole-time Director and Mr. Gaurav Doshi (DIN-
00166703), Managing Director are the members of the Committee. The role of the Committee is to consider and resolve
securities holders'' complaint. The meetings of the Committee are held once in a quarter and the complaints are responded
within the time frame provided.

17. Secretarial Auditor and its Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s Hemanshu Kapadia & Associates, Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2023-24. The Report of the Secretarial Auditor
is annexed herewith as Annexure 2. The management''s replies to the observations of the Secretarial Auditors are as under:

Sr. no.	Auditor''s Observations	Reply of Management
1.	The Company has not appointed Internal Auditor	Though the Company has not formally appointed Internal Auditor, in accordance with the size of the Company, the Company has proper internal control systems & procedures in place.
2.	The composition of Audit and Nomination and Remuneration Committee is not as per the Companies Act, 2013.	The Company has one Non-Executive Independent Director and is in search to appoint more Non-Executive Independent Directors.
3.	The Company has not appointed Company Secretary as required under Section 203 of the Companies Act, 2013 and as required under Regulation 6 of the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015 a qualified company secretary is not appointed as the Compliance Officer.	The Company is searching for a suitable candidate & shall appoint a Whole-time Company Secretary on finding the right candidate.
4.	The Company has not paid its listing fees for the financial year 2023-24.	The management hereby informs that the Bank accounts of the Company have been freezed by the Dy. Commissioner of Sales Tax, Maharashtra since 22nd March 2021. Therefore, Company could not able to pay the listing fees
5.	Under Regulation 5 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is not maintaining structured digital database with internal checks and controls like time stamping and audit trails of the nature of unpublished price sensitive information (UPSI) and names of persons having UPSI along with other details	The Company is maintaining the same in Excel.
6.	The Company has not approved the financial results for the quarter and year ended 31st March, 2023 within the time prescribed under Regulation 33 of the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015	Due to financial crunch faced by the Company, the Financial Results for the quarter and year ended 31st March, 2023 could not be audited within due time.

		However, we have considered and approved Audited Financial Results for the quarter and year ended 31st March, 2023 on 12th June, 2023.
7.	The Company has not uploaded Statement of Impact of Audit Qualifications along with the Financial Results for the quarter and year ended 31st March, 2023 as prescribed under Regulation 33 of the SEBI (Listing Obligations and Disclosure requirements) Regulations 2015 with the stock exchange viz. BSE Limited. However, the same was filed with delay.	The Company had inadvertently filed declaration of unmodified opinion instead of Statement of Impact of Audit Qualifications w.r.t Audited Financial Results for the quarter and year ended 31st March, 2023. However, we had filed the Statement of Impact of Audit Qualifications with the stock exchange viz. BSE Limited on 14th July, 2023 and revised statement on 29th July, 2023

18. Number of meetings of the Board of Directors:

The Board of Directors met seven (7) times during the Financial Year. The intervening gap between any two meetings was not
more than prescribed days under the Companies Act, 2013. Details of dates of Board meeting are as under:

Sr. No.	Date
1.	30th May, 2023
2.	05th June, 2023
3.	12th June, 2023
4.	11th August, 2023
5.	01st September, 2023
6.	08th November, 2023
7.	14th February, 2024

19. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not provided any loans, made investments, gave guarantees or
subscribed/purchased securities under Section 186 of the Companies Act, 2013.

20. Particulars of contracts or arrangements with related parties:

The Company, during the year, has not entered into any transaction, as specified under Section 188(1) of the Companies Act,
2014 with any related parties. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h)
of the Companies Act, 2013, in Form AOC - 2 is not applicable.

21. Deposits:

The Company has neither accepted nor invited any deposit from the public within the meaning of Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposit Rules) 2014.

The details of money accepted by the Company from the relative of Director during the period under review is mentioned
below:

Sr. No.	Name of lender	Relationship	Particulars	Amount (Rs. in Lakhs)
1.	Mrs. Vaitasi Gaurav Doshi	Wife of Mr. Gaurav Mahindra Doshi, Director of the Company	Opening	310
			Total Addition	0
			Total payment	0
			Closing	310

22. Voting Rights of Employees:

During the year under review the company has not given loan to any employee for purchase of its own shares as per section
67 (3) (c) of Companies Act, 2013. Therefore, the Company is not required to make disclosure as per rule 16 (4) of Companies
(Share Capital and Debentures) Rules, 2014.

23. Disclosure Regarding Issue of Employee Stock Options:

The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section Rule 12(9) of
Companies (Share Capital and Debenture Rules, 2014). So the question does not arise about voting rights not exercised by
employee.

24. Disclosure regarding issue of sweat equity shares:

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share
Capital and Debenture Rules, 2014) during the financial year.

25. Directors'' Responsibility Statement:

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

a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed, along with proper
explanation relating to material departures, if any;

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

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

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

e) the Directors had laid down internal financial controls to be followed by the Company & that such internal financial
controls are adequate and were operating effectively; and

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

26. Managerial Remuneration:

A. Details of the remuneration of each director to the median remuneration of the employees of the Company and other details
as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not applicable as the Company does not have any employees on its payroll as at 31^st March 2024 and none of the Directors or
Key Managerial Personnel has drawn any remuneration during the financial year 2023-24.

B. Details of the top ten employees in terms of remuneration drawn falling within the preview of Section 197 of the Companies
Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
applicable as the Company did not have any employee on its payroll.

27. Report on Corporate Governance:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015, the provisions of Corporate Governance are not applicable to your Company. Thus, the Company is not required to annex
a Report on Corporate Governance.

28. Corporate Social Responsibility (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social
Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies
(Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and was not
required to constitute a CSR Committee.

29. Risk Assessment and Management:

Your Company has a well-defined Risk Management System in place, as a part of its good Corporate Governance practices. The
Board of Directors mitigates plans and reviews these risks from time to time and discusses the same in the Board meetings.

30. Internal Financial Control System and their Adequacy:

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting
risks. The management exercises financial control on the operations through a well-defined budget monitoring process and
other standard operating procedures. In addition to the above, the Audit Committee and the Board specifically review the
Internal Control and Financial Reporting process prevalent in the Company. Assurance on the effectiveness of internal financial
controls is obtained through management reviews, control self-assessment and continuous monitoring by functional experts.
At the end of the period, the CFO gives a declaration in the appropriate format to certify that the financial statements prepared
are accurate and complete in all aspects and that there are no significant issues that can impair the financial performance of
the Company.

31. Secretarial Standards:

The Company complies with the Secretarial Standards 1 and 2 issued by Institute of Company Secretaries of India.

32. Disclosure under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013:

As at 31^st March, 2024, there are no employees on the payroll of the Company and thus, the Company was not required to
constitute Internal Complaints Committee under the Sexual Harassment of Women at work place (Prevention, Prohibition and
Redressal) Act, 2013.

33. Cost Audit:

The Company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, therefore no such records required to be maintained.

34. Other Disclosures/Reporting:

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:

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

b) Names of the Companies who have become or ceased to be its Subsidiaries, joint ventures or associate companies during
the year.

c) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during
the year along with their status as at the end of the financial year.

d) Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof.

35. Acknowledgements:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its
customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and
involvements of the employees at all levels and look forward to their continuous co-operation.

For and on behalf of theBoard of Directors

Gaurav Doshi

Chairman & Managing Director
DIN-00166703

G-32, Gems & Jewellery Complex III,

Seepz (SEZ), Andheri (E), Mumbai-400 096
CIN: L36911MH1991PLC063357

Date: 14^th August, 2024
Place: Mumbai

---

Mar 31, 2014

Dear Members,

The Directors present the Twenty-third Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2014.

1. FINANCIAL RESULTS:

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

(Rs. In Lacs)

Particulars For the year ended For the year ended 31st March 2014 31st March 2013

Revenue from Operations 8,373.50 8237.20

Other Income 2.53 3.99

Profit before Depreciation and Tax 30.82 161.27

(Less): Depreciation (11.19) (11.66)

Profit for the year before tax 19.63 149.60

(Less): Exceptional Items (1.52) -

Add/(Less): Provision for Taxation (2.96) (47.18)

Profit after Tax 15.15 102.42

2. REVIEW OF OPERATIONS:

The Company registered turnover of Rs. 837,349,575/- in the current year as compared to Rs. 823,720,082/- during the previous year. However, due to increase in expenses, the Company earned Profit before tax of Rs. 1,962,869/- as compared to Rs. 14,960,843/- in the previous year. Your Directors expect better performance in future. Business review details are included in Management Discussion and Analysis Report.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2013-14.

4. DIRECTORS:

Pursuant to Sections 149, 152 and any other applicable provisions of the Companies Act, 2013, Mr. Jayant Nagarkar (DIN 00131405) and Mr. Vikas Patel (DIN-00131285), are proposed to be appointed as Independent Directors to hold office for five consecutive years.

Pursuant to Companies Act, 2013, office of Directorship of Mr. Ronak Doshi (DIN: 00102959) is liable to retire by rotation.

Brief resume of the Director proposed to be appointed, nature of their expertise in specific functional areas, names of the Companies in which they hold directorships and membership/Chairmanship of Committees of the Board, their shareholding in the Company and inter-se relationship with Directors, as stipulated under section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

The Board commends the resolution to the members for the respective appointments/re-appointment.

5. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders'' information and auditor''s certificate on its compliance, forms a part of this Annual Report.

6. AUDITORS REPORT:

With respect to remark of Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encash- ment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

7. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under Section 141 of the Companies Act, 2013 (erstwhile section 224(1B) of the Companies Act, 1956) from M/s. Ashok Bairagra & Associates (having Firm Registration No. 118677W), Chartered Accountants, confirming their eligibility and willingness to act as Statu- tory Auditors, if re-appointed. M/s. Ashok Bairagra & Associates, Chartered Accountants are hereby appointed as Statu- tory Auditors of the Company to hold office for the period of 3 (three) years from the conclusion of this Annual General Meeting until the conclusion of the fourth Annual General Meeting to examine and audit the accounts of the Company for the financial year 2014-15, 2015-16 and 2016-17, subject to ratification by the members of the Company at both the subsequent AGM.

8. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts.

b) The Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

10. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report.

11. PERSONNEL:

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Em- ployees) Amendment Rules, 2011.

12. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

14. Preferential Allotment of Fully Convertible Equity Share Warrants:

Based on the approval of the members taken in the 22nd Annual General Meeting, the Company has made preferential al- lotment of Fully Convertible Equity Share Warrants to the following personnel as mentioned below, as per the provision of section 81(1A) of the Companies Act, 1956 and as per the Listing Agreement entered in to by the Company with the Stock Exchanges where the shares of the Company are listed and in accordance with Regulations prescribed by the Securities and Exchange Board of India ("SEBI"). The Company had obtained approval of members for allotment of 15,60,000 equity shares but based on the share application money received, the Company has made an preferential allotment of 10,60,000 Fully Convertible Equity Share Warrants carrying an entitlement to subscribe to an equivalent number of Equity Shares of Rs. 10/- each at an exercise price of Rs. 18/- (Rs. 10/- each at premium of Rs. 8/- each) to the promoter group whose names are mentioned below:

a. Rekha Doshi - 239600

b. Ronak Doshi - 310200

c. Gaurav Doshi - 310200

d. Reshma Doshi - 100000

e. Vaitasi Doshi - 100000

Further we have to inform the shareholders that in the 22nd Annual Report the relevant date for the preferential issue was mentioned as 31st August 2013, however since it was Saturday, the relevant date was changed to Friday, 30th August 2013. Also pursuant to the amendment in SEBI (ICDR) Regulations, 2009 dated 26th August 2013, the lock-in shall be from the date of trading approval instead of date of allotment as mentioned in the 22nd Annual Report.

15. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

Gaurav Doshi Chairman & Managing Director DIN-00166703

Date: 2nd September 2014 G/32, Gems and Jewellery Complex III, Place: Mumbai Seepz (SEZ), Andheri (East), Mumbai - 400 096.

Registered Office:

G-32, Gems & Jewellery Complex III, Seepz (SEZ), Andheri (East), Mumbai-400 096 CIN: L36911MH1991PLC063357

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Mar 31, 2013

To, The Members, Neogem India Limited

The Directors present the Twenty-second Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2013.

1. FINANCIAL RESULTS:

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

(Rs. In Lacs) Particulars For the year ended For the year ended 31st March 2013 31st March 2012

Sales Income 8237.20 8173.79

Other Income 3.99 367.96

Profit before Depreciation and Tax 161.27 158.38

(Less): Depreciation (11.66) (11.84)

Profit for the year before tax 149.60 146.54

(Less): Exceptional Items (0.29)

Add/(Less): Provision for Taxation (47.18) (44.91)

Profit after Tax 102.42 101.35

2. REVIEW OF OPERATIONS:

The Company registered turnover of Rs. 823,720,082/- in the current year as compared to Rs. 817,379,494/- during the previous year. The Company earned Profit before tax of Rs. 14,960,843/- as compared to Rs. 14,625,466/- in the previous year. Your Directors expect better performance in future. Business review details are included in Management Discussion and Analysis Report.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2012-13.

4. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Jayant Nagarkar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership/Chairmanship of Committees of the Board, his shareholding in the Company and inter-se relationship with Directors, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

5. CONNECTIVITY WITH CDSL:

Your Directors are pleased to inform you that, your Company was successful in obtaining connectivity with CDSL (Central Depository Services Limited) w.e.f. 10th January 2013 during the year under review. This will bring comfort to the shareholders who wish to dematerialize their shares on CDSL. With this your Company has connectivity with both the Depository participants i.e. NSDL (National Securities Depository Limited) & CDSL.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders'' information and auditor''s certificate on its compliance, forms a part of this Annual Report.

7. AUDITORS REPORT:

With respect to remark of Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. Ashok Bairagra & Associates (having Firm Registration No. 118677W), Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re- appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

10. DIRECTORS'' RESPONSIBILITY STATEMENT:

In compliance to the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts.

b) The Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report.

12. PERSONNEL:

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy- intensive, efforts have been made to conserve energy by utilizing energy- efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

15. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

Date : 2nd September 2013 Gaurav Doshi

Place : Mumbai Chairman & Managing Director

Registered Office:

G-32, Gems & Jewellery Complex III,

Seepz (SEZ), Andheri (East),

Mumbai - 400 096.

---

Mar 31, 2012

The Directors present the Twenty-first Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2012.

1. FINANCIAL RESULTS:

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

Particulars For the year ended For the year ended 31st March 2012 31st March 2011

Sales Income 8173.79 8200.45

Other Income 367.96 158.51

Profit before Depreciation and Tax 158.38 155.16

(Less): Depreciation (11.84) (14.33)

Profit for the year 146.54 140.83

(Less): Exceptional Items (0.29) -

Add/(Less): Provision for Taxation (44.91) 2.44

Profit after Tax 101.35 143.27

2. REVIEW OF OPERATIONS:

The Company registered turnover of Rs. 817,379,494/- in the current year as compared to Rs. 820,044,691/- during the previous year. Inspite of decrease in sales, reduction in depreciation amount enabled the Company to earn Profit before tax of Rs. 14,625,466/- as compared to Rs. 14,083,241/- in the previous year. Your Directors expect better performance in future. Business review details are included in Management Discussion and Analysis Report.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2011-12.

4. ISSUE OF WARRANTS:

The Company in the Annual General Meeting held on 30th September 2010 obtained approval of members for issue of 15,60,000 warrants on preferential basis to promoters. The Company is awaiting for in-principle from Bombay Stock Exchange for allotment of the same to the promoters. The funds raised through the preferential issue shall be utilized towards working capital requirements.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Vikas Patel retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re- appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership/Chairmanship of Committees of the Board, his shareholding in the Company and inter-se relationship with Directors, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholdersGJnformation and auditors certificate on its compliance, forms a part of this Annual Report.

7. AUDITORS REPORT:

With respect to remark of Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. Ashok Bairagra & Associates (having Firm Registration No. 118677W), Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re- appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

10. DIRECTORSSRESPONSIBILITY STATEMENT:

In compliance to the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards except AS 15 in the preparation of the Annual Accounts and there has been no material departure except accounts drawn as per revised Schedule VI as per the Companies Act, 1956.

b) The Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report.

12. PERSONNEL:

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy - efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

C. Foreign Exchange Earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export markets for production and formulating export plans.

2. Total foreign exchange used and earned:

(Rs. in Lacs)

Particulars 2011-12 2010-11

Foreign exchange earned on F.O.B. basis 8042.39 8062.26

Foreign exchange used 7677.29 7852.51

15. ACKNOWLEDGEMENTS:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continuous co-operation.

By Order of the Board of Directors

Date : 1st September 2012 Gaurav Doshi

Place : Mumbai Chairman & Managing Director

Registered Office:

G-32, Gems & Jewellery Complex III,

Seepz (SEZ), Andheri (East), Mumbai-400 096

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Mar 31, 2011

The Members,

Neogem India Limited

The Directors are pleased to present the Twentieth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2011.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March, 2011 is summarized below:

(Rs. in Lacs)

PARTICULARS For the year For the year ended ended 31st March, 31st March, 2011 2010

Sales Income 8200.45 2,390.40

Other Income 158.51 39.54

Profit before Depreciation and Tax 155.16 106.35

Less: Depreciation (14.33) (15.47)

Profit for the year 140.83 90.88

Less: Provision for Taxation (2.44) (22.60)

Profit after Tax 143.27 113.48

Prior Period Adjustments - (2.34)

Balance brought forward from P.Y. 181.10 65.67

Balance carried to Balance Sheet 324.38 181.10

2. REVIEW OF OPERATIONS:

The operations of the Company have shown considerable improvement as compared to the previous year. The Company has achieved a turnover of Rs.82,00,44,691/- in the current year as compared to Rs.23,90,40,160/- during the previous year reflecting a growth of 243%. Initiatives to improve operational efficiencies led to reduced costs and improvements in product and service quality. The profits of the Company have also shown a remarkable increase with the Company earning a Profit of Rs.1,40,83,241/- before tax as compared to a Profit of Rs.90,87,673/- before tax for the previous year registering an increase of 54.97%.

The Company's performance in this financial year has been impressive and your Directors are hopeful to take the same forward with its constant endeavor to deliver better performance.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 31st March, 2011.

4. ISSUE OF WARRANTS:

The Company in the Annual General Meeting held on 30th September 2010 obtained approval of members for the issue of 15,60,000 warrants on preferential basis to promoters. The Company is awaiting the in-principle approval from Bombay Stock Exchange for allotment of the same to the promoters. The funds raised through the preferential issue shall be utilized towards working capital requirements.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Jayant Nagarkar retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership / chairmanship of Committees of the Board, his shareholding in the Company and inter-se relationship with Directors, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

6. CORPORATE GOVERNANCE:

The Company is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by the S.E.B.I. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report as Annexure 1.

The Chairman & Managing Director's declaration regarding compliance with the Code of Conduct and the Auditor's certificate on compliance with Corporate Governance requirements are also attached to the Corporate Governance Report as Annexure 2 and 3, respectively.

7. AUDITORS REPORT:

With respect to the remark of the Auditors with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS:

The present Statutory Auditors of the Company, M/s. Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. Ashok Bairagra & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company, wherever necessary and to the extent required, have been insured.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure.

b) The Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report as Annexure 4.

12. PERSONNEL:

The Ministry of Corporate Affairs has notified Companies (Particulars of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011 raising the limit of employee's salary to be disclosed in the Directors Report. The employee's salary limit has been raised from Rupees Twenty-four Lakhs per financial year or Rupees Two Lakhs per month to Rupees Sixty Lakhs per financial year or Rupees Five Lakhs per month.

As on date, none of the employees of the Company fall within the purview of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & INNOVATIONS AND FOREGIN EXCHANGE:

The information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of energy, technology absorption and foreign exchange earnings is given below:

A. Conservation of Energy:

As the Company is not covered in the list of industries required to furnish information in Form A relating to Conservation of Energy, the same is not required to be given. Though our operations are not energy-intensive, efforts have been made to conserve energy by utilizing energy-efficient equipments.

Your Company firmly believes that our planet is in dire need of energy resources and conservation is the best policy.

B. Technology Absorption, Adaptation and Innovation:

The Company did not have any technical collaboration agreement in force during the year under review and therefore disclosure under Form B is not applicable.

C. Foreign Exchange Earnings and Outgo:

1. The Company is engaged in activates relating to exports and taking measures for increasing exports, developing new export markets for production and formulating export plans.

2. Total foreign exchange used and earned:

(Rs. in Lacs)

Particulars 2010-11 2009-10

Foreign exchange earned on F.O.B. basis 8,062.26 2,273.84

Foreign exchange used 7,851.25 1,903.12

15. ACKNOWLEDGEMENTS:

The Board of Directors express their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, bankers and various government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and look forward to their continuous co-operation.

By Order of the Board of Directors

Gaurav Doshi Chairman & Managing Director

Date 31st August, 2011 Place Mumbai

Registered Office: G-32, Gems & Jewellery Complex III, Seepz (SEZ), Andheri (East), Mumbai - 400096

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Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

The financial performance of the Company, for the year ended March 31, 2010 is summarized below:

(Rs.in Lacs)

PARTICULARS For the year ended For the year ended 31st March, 2010 31st March, 2009

Sales Income 2,390.40 1,550.47

Other Income 39.54 36.57

Profit before Depreciation 106.35 257.74

Depreciation (15.47) (18.80)

Profit for the year 90.88 (276.54)

Provision for Taxation 22.60 (15.32)

Profit after Tax 113.48 (291.86)

Prior Period Adjustments 1.95 0.92

Balance brought forward from P.Y. 65.67 356.61

Balance carried to Balance Sheet 181.10 65.67

2. REVIEW OF OPERATIONS:

An economic recovery was witnessed in the global markets in the second half of F.Y. 2009-10 from the recessionary trends of the previous year. The luxury market segment gained from increased consumer spending which led to increase in sales to Rs.23,90,40,160/- from Rs. 15,50,47,370/- registering growth of 54.17%. Initiatives to improve operational efficiencies and synergizing operations led the Company to register a Profit before tax of Rs.90,87,673/- compared to loss in the previous year of Rs.2,76,54,314/-. Despite the global financial turmoil, the turnaround in the Companys performance is a reflection of improved operational efficiencies.

3. DIVIDEND:

In view to conserve resources, your Directors do not recommend any dividend for the financial year ended 2009-10.

4. ALLOTMENT OF EQUITY SHARES PURSUANT TO CONVERSION OF EQUITY SHARE WARRANTS:

The Company in the Board Meetings held on 31stl March 2010 and 14th April 2010, converted its 15,65,000 fully convertible Equity Share Warrants of Rs.10/- each in 2 tranches comprising of 3,90,000 & 11,75,000 Equity shares, respectively. Further, during the period under review, the Company has received Rs.85,10,000/- as proceeds of Preferential Issue which have been utilised towards working capital requirement of the Company as on 31st March 2010.

5. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, read with the Articles of Association of the Company, Mr. Ronak Doshi retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas, names of the Companies in which he holds directorships and membership/Chairmanship of Committees of the Board and his shareholding in the Company, as stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges, are set out in the Notice forming part of the Annual Report.

6. CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements

set out by SEBI. With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by the Companies. Your Company already complies with certain provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements.

The Report on Corporate Governance as stipulated under clause 49 of the Listing Agreement, including the shareholders information and auditors certificate on its compliance, forms a part of this Annual Report as Annexure 1.

7. AUDITORS REPORT:

With respect to the remark of the Auditors with reference to the non-provision for debts doubtful of recovery of Rs.51.31/- lacs as a result of which profit for the year is overstated and debtors are overstated to that extent, your Directors have to state that the Company has already approached the consumer court for the same and is confident of recovering the outstanding amount, hence no provision has been made.

Further, with respect to the second remark with reference to leave encashment which is provided on the basis of actual calculation rather than actuarial valuation as per AS 15, your Directors have to state that since the Company provides leave encashment benefits to employees on actual basis, there is no outstanding amount and hence no provision has been made for the same.

8. AUDITORS

The present Statutory Auditors of the Company, M/s Ashok Bairagra & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting: The Company has received a letter as required under section 224(18) of the Companies Act, 1956 from M/s Ashok Bairagra & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

9. INSURANCE:

All the assets of the Company wherever necessary ana to the extent required have been insured.

10. DIRECTORSRESPONSIBILITY STATEMENT:

In compliance to the requirements of section 217(2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there has been no material departure.

b) The Directors had selected the accounting policies arid applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

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

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under clause 49 of the Listing Agreement entered with the Stock Exchange is enclosed as a part of this Annual Report as Annexure 4.

12. PERSONNEL:

There were no employees employed during the year or part of the year drawing remuneration which falls within the purvi-w of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Therefore the statement for the same is not attached.

13. FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58Aof the Companies Act, 1956 during the year under review.

15. ACKNOWLEDGEMENTS:

The Board of Directors express their deep gratitude for the co-operation and support extended to the Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and look forward to their continuous co-operation.

By Order of the Board of Directors

Date : 2nd September, 2010

Place; Mumbai

Registered Office: Gaurav Doshi

G-32, Gems & Jewellery Complex III, Chairman & Managing Director Seepz (SEZ), Andheri (East), Mumbai-400 096