Directors Report of Shukra Jewellery Ltd.

Mar 31, 2024

The Directors of your Company have pleasure in submitting their 33^rd Report together with the Audited Financial Statements for the year ended on 31^st March, 2024.

FINANCIAL HIGHLIGHTS

During the year under review, performance of your company as under:

	(Standalone & Consolidated) (In Lakhs)
	Particulars	Year ended 31st March 2024 (Standalone)	Year ended 31st March 2023 (Standalone)	Year ended 31st March 2024 (Consolidated)	Year ended 31st March 2023 (Consolidated)
	Turnover	475.26	164.54	475.26	164.54
	Profit/(Loss)before Taxation	8.85	2.01	8.85	2.01
	Less: Current Tax	1.38	0.31	1.38	0.31
	Deferred Tax	1.65	1.75	1.65	1.75
	Income Tax earlier years	0	0	0	0
	Profit for The Year	5.82	-0.05	5.82	-0.05
	Less: Items that will be reclassified to Profit and Loss accounts	290.27	-107.79	11.02	-14.79
	Total Comprehensive Income for the period	296.08	-107.84	16.83	-14.85
	Less: Appropriation	0	0	0	0
	Adjustment relating to Fixed Assets	0	0	0
	Transferred to General Reserve	0	0	0	0
	Closing Balance of Profit and Loss Accounts	AS PER NOTES TO ACCOUNTS

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

During the year under review, the company had Turnover of Rs. 475.26 (Rs. in lakhs) against the previous year Turnover of Rs. 164.54 (Rs. in lakhs). The turnover increased by almost 290% compared to the previous year turnover. And so on, the Profit of the company has also been increased from Loss of Rs. 0.05 lacs to profit of Rs. 5.82 Lakhs on consolidated basis. That is mainly because company is increasing its focus to real estate segment. During the year revenue from real estate segment increased and diamond segment also increase as compared to previous year that resulted in overall increase in profit as compared to previous year.Barring unforeseen events, your director expects to achieve good results in the coming years in the same field of operation.

DIVIDEND

In view of requirement of financial resources and considering the future requirements of funds, your Directors are unable to recommend any Dividend for the year ended 31^st March, 2024.

TRANSFER TO RESERVES

No amount has been transferred to any Reserve/s Account during the year under review.

ANNUAL RETURN

Pursuant Section 92 (3) Annual Return will be available on following web link: http://shukrajewellery.com/investor-relations/AR2024

Company will upload the Annual Return as per the provisions of the Company’s Act 2013. BUSINESS

Company is in Real Estate Business as well as Gems & Jewellery business. Two projects of the company namely SHANTI SHUKRA at Ahmedabad and SHUBH SHUKRA at Visnagar have already started in and are running as per expected level. The company is working very hard to sustain and accelerate its growth in the competitive market as well as to provide better result than earlier years.

DIRECTOR & KMP
	Name of Director	DIN/PAN	Designation	Date of Appointment/ Resignation
	CHANDRAKANT HIMMATLAL SHAH	01188001	Non-Executive - Non Independent Director-Chairperson	13/12/1991
	MAYURI CHANDRAKANT SHAH	01188108	Non-Executive - Non Independent Director	13/12/1991
	AEJAZAHMED MOHAMMED HUSAIN PUTHAWALA	07883753	Whole time director	11/06/2024*
	PRAGNESH GHANSHYAMBHAI SATHWARA	09247632	Non-Executive - Independent Director	14/08/2021
	VAISHALIBEN BHAVESHKUMAR VADHER	09247660	Non-Executive - Independent Director	14/08/2021
	SUDHIRKUMAR PRAJAPATI	AWJPP6406C	Chief Financial Officer	24/07/2017
*	reappointed as WTD

A Declaration has been received from Independent Directors stating name of companies in which they hold Directorship and/or membership/ Chairmanship of Committees of Board, as stipulated under Regulations of LODR Regulation, 2015 are given at Corporate Governance of the Annual Report.

DEPOSITS FROM PUBLIC

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

SHARE CAPITAL OF THE COMPANY

During the year under review, there is no change in capital structure of the company and the Company has not issued any shares with differential voting rights nor granted any stock neither options nor sweat equity.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The loans if any, made by the Company are within the limits prescribed u/s 186 of the Companies Act, 2013 and no guarantee or security is provided by the company.

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

INSURANCE

All the properties and the insurable interest of the company including building, plants and machinery and stocks wherever necessary and to the extent required have been adequately insured.

AUDITORS’ REPORT

In the opinion of the directors, the notes to the accounts are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

There is no adverse remarks in the report and hence nothing to report thereon.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND - IF ANY:

There is no amount transferred to IEPF during the year under review.

SUBSIDIARIES & ASSOCIATE COMPANIES

The Company does not have any subsidiary. Shukra Bullions Limited is an associate company and under the same management.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There was no fraud reported by Auditor during the financial year 2023-2024.

EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE:

There is no additional qualification, reservation or adverse remark given by statutory Auditor and for the remarks/qualification Secretarial Auditor is self-explanatory. Due to non-availability of resourece some compliance was delayed due to various reasons beyond our control and unintentional. Board make full endeavor to timely comply all the requirements stated in the secretarial Audit report/Corporate Governance Report and assure that in future such compliance will be done in timely manner without any delay.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

2. That such accounting policies have been selected and applied 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 ended on 31^st March 2024 and of the profit of the Company for that period.

3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal financial control has been laid down to be followed by the Company and that such internal financial controls are adequate and operating effectively.

6. Those proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Details of risk management committee are given under the Corporate Governance report, which is forming part of this report.

NUMBER OF MEETINGS OF THE BOARD & COMMITTEES

For details of the meetings of the board, please refer to the corporate governance report, which is forming part of the directors’ report.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178 (3) of the Act has been disclosed in the corporate governance report, which is forming part of the directors’ report.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. PRAGNESH GHANSHYAMBHAI SATHWARA (DIN: 09247632), Mrs. VAISHALIBEN RATHOD (DIN: 09247660) submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

AUDIT COMMITTEE:

In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations 2015, and Companies Act 2013, the Company has constituted an Audit Committee comprising of Independent and Non-Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are given in the Corporate Governance Report.

REMUNERATION & NOMINATION COMMITTEE:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Vigil Mechanism /Whistle Blower policy has been posted on The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company at www.shukrajewellery. com

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review there are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

TRANSACTIONS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies(Accounts) Rules, 2014 are given in Annexure A-1 in Form AOC-2 and the same forming part of this report.

PROCEEDING PENDING UNDER IBC CODE, 2016 AND DIFFERENCE IN VALUATION AS PER RULE8 (5) (XI) & (XII) OF THE COMPANIES (ACCOUNTS) RULES, 2014

No application or any proceeding is pending under IBC Code. 2016

DEPOSITORY SERVICES:

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No.INE344E01016.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable Laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The code of conduct is available on the company’s website www.shukrajewellery.com

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITORS

M/s. JAIN & GOLECHHA, Chartered Accountants, Ahmedabad, (having Firm Registration No.0119637W with the Institute of Chartered Accountants of India), were appointed as statutory auditor of the company from the conclusion of 31^st AGM till the conclusion of 36 ^th AGM on such remuneration as may be agreed upon by the Audit Committee/Board of Directors in consultation with the Statutory Auditors. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. JAIN & GOLECHHA, confirming to the effect that their appointment, would be accordance with the provision of Section 141 of the Companies Act, 2013.

COST AUDIT

Applicable provisions of Cost Audit compliance, if any, were dealt separately. During the year under review cost audit was not applicable to company and pursuant to Section 148 (1) company had maintained the applicable cost records.

AUDITORS’ REPORT, SECRETARIAL AUDIT AND OBSERVATIONS

The observations of the auditors contained in their report have been adequately dealt with in the notes to the accounts which are self-explanatory and therefore, does not call for any further comment.

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed Mr. Kishor S. Dudhatra, Practicing Company Secretary to undertake the Secretarial Audit of the Company.

Report of the secretarial auditor is given as an Annexure A-2 which forms part of this report with reference to qualification stated in Secretarial Audit report, Board reports that company strive to adhered to timely compliance necessary applicable law. Board noted the lapse which is unintentional and assure that in future timely compliance of the same.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies(Accounts) Rules, 2014 is as under:

CONSERVATION OF ENERGY

The company’s operations involve very low energy consumption; whenever possible measures have already been implemented. The measures set out above do not have any significant impact on the overall cost of the production.

TECHNOLOGY ABSORPTION

No technology has been imported during the year.

FOREIGN EXCHANGE EARNING/OUTGO

The Company mainline of Business is the manufacturing of Diamond Studded Gold Jewellery, Trading in Cut & Polished Diamond & Real Estate Business.

Total Foreign Exchange Earned: NIL Total Foreign Exchange Outgo: NIL

ENVIRONMENT AND SAFETY

The Company is aware of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

CORPORATE SOCIAL RESPONSIBILITY

Our company does not fall under the purview of Section 135 of companies Act, 2013. Hence no Corporate Social Responsibility initiatives have been taken during the year.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”).

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

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

CORPORATE GOVERNANCE

Detailed Corporate governance report is attached with this report.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of the Corporate Governance and the Certificate of the Auditors of the Company in respect of compliance thereof is attached with this report.

LISITNG

The Company’s Shares are listed on BSE Limited, Mumbai. Scrip Code: 523790 SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHHIBITION &REDRESSAL) ACT, 2013

The company has a policy on prevention, prohibition & redressal of sexual Harassment at workplace and matters connected therewith or incidental thereto covering all the aspects as contained under “The sexual Harassment of women at workplace (Prevention, prohibition and Redressal) Act, 2013”.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year*:

Executive directors/ Non-executive director	Ratio to median
None of the director {executive /non-executive} receiving any remuneration.	N.A.

Note: Considering the financial situation none of the director is receiving any remuneration hence the data is not comparable.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year*

Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
CS	NA.
CFO	NA.

Note: Considering the financial situation of attrition of employees and CFO is not receiving any remuneration hence the data is not comparable.

c. The percentage increase in the median remuneration of employees in the financial year-. N.A.

d. The number of permanent employees on the rolls of Company- 02.

e. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

f. Affirmation that the remuneration is as per the remuneration policy of the Company: none of the directors is receiving any remuneration.

There is no employee appointed in the company for which Information required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be provided.

TAXES:

Company is regularly paying Income tax, GST, Sales Tax and other statutory dues like Provident Fund, ESIC, as applicable. As regard to applicable taxes appropriate provision and treatments have been made as per law.

Details of the payment refund and appeals and disputed amount have been adequately provided in audit report and the same are self-explanatory and the amount of dispute is being dealt with various authorities and waiting for final outcome.

INDUSTRIAL RELATIONS

Your Company’s relations with its employees remained cordial throughout the year. The Directors wish to place on record their deep appreciation for the services rendered by staff members and executives of the company. Your company has taken adequate steps for the health and safety of its employees.

MATERIAL CHANGES AFFECTING FINANCIAL POISTION OF THE COMPANY

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company, to which the financial statements relate, i.e. 31^st March, 2024 and the date of Board Report.

ACKNOWLEDGMENT:

The Directors sincerely express their appreciation to the employees at all levels, Bankers, customers, investors, Government of Gujarat and Ministry of Government for their sustained support and co-operation and hope that the same will continue in future.

Your Directors also wish to place on record their deep appreciation for the dedication and hard work put by the employees at all levels towards the growth of the Company. Last but not the least, the Board of Directors wish to thank the Investor/ Shareholders for their support, co-operation and faith in the Company.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report together with the Audited Accounts for the year ended March 31, 2015.

1. FINANCIAL RESULTS OR PERFORMANCE OF THE COMPANY (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

FINANCIAL RESULTS:

Particulars Year ended Year ended 31.03.2015 31.03.2014 Rs. in Lacs Rs. in Lacs

Sales & Other Income 2426.69 3107.73

Other Income 1.43 1.09

Total Expenditure 2390.33 3106.27

Interest Cost 0.00 0.00

Profit before depreciation 37.79 2.55

Depreciation 36.10 0.29

Profit / (Loss) before tax and 1.69 2.26 appropriations

Provision For Tax 0.87 0.68

Differed Tax 31.80 (1.39)

Profit / (Loss) after tax 32.62 0.19

Add : Balance brought forward from 0.00 0.00 previous year

Profit / (Loss) available for disposal 0.00 0.00

Proposed Dividend 0.00 0.00

Corporate Tax on Proposed Dividend 0.00 0.00

Transfer to / (From) General Reserve 32.62 0.19

Profit carried forward 0.00 0.00

2. OPERATIONS

During the year under review the Company has achieved turnover of Rs. 24.26 Crores as Compare to Rs. 31.07 Crores during the last year. The Management is taking appropriate step to improve Company's bottom line.

3. CURRENT YEAR OUTLOOK

The Company is planning to participate/visit various jewellery shows, domestic as well as aboard. Barring unforeseen circumstances the management is hopeful of achieving higher turnover during the year. Company has already started Real Estate Business along with existing business of Diamond and Diamond Jewellery. Company have started Construction in "SHREE SHUKRA AND SHUBH SHUKRA PROJECT ".

4. Dividend

No Dividend has been recommended by the Board as there was not sufficient profit in the Company during the year.

5. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

6. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity share Capital, as at 31st March, 2015 was Rs. 13,57,28000 /- divided into 1,35,72,800, Equity shares, having face value of Rs. 10 /- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock neither options nor sweat equity.

7. SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary but has Associate Company.

8. BOARD OF DIRECTORS:

Mrs. Mayuri C. Shah Whole Time Director Din(01188108) of the Company, hold office up to the ensuing AGM and being eligible have offered herself for re-appointment to the office of the Director and in terms of Section 160 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, your Director's report that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure, if any';

ii. 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;.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. The Directors had prepared the annual accounts on a going concern basis.

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

vi. 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.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel.

Sr. Name of the Person Designation No.

1. Mr. Gaurav Shah Chief Financial Officer

2. Mr. Tejas C. Trivedi Company Secretary

11. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules as per the Listing Agreement.

12. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013

The Company has received the disclosure in Form DIR-8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification ofDirectors) Rules, 2014.

13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms a part of the Corporate Governance Report.

14. AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are explained in the Corporate Governance Report.

15. REMUNERATION & NOMINATION COMMITTEE:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.shukrajewellery.com)

17. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted.

The disclosure in Form AOC-2 is given as per Annexure 'A'. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All related party transactions are placed before the Audit Committee and also before the Board for their approval in accordance with the Policy on Related Party Transactions formulated by the Board of Directors of the Company and has been posted on the website of the Company fwww.shukraiewellerv.com 1. Omnibus approval was obtained on quarterly basis for transactions which are of repetitive nature.

18. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies fAcceptance ofDeposits) Rules, 2014.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There is no loan given, investment made, guarantee given or security provided by the Company to any entity covered under Section 186 of Companies Act, 2013.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'B' and forms an integral part of this Report.

22. DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited fNSDL) and also the Central Depository Services flndia) Limited fCDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE344E1016.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

23. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.shukraiewellery.com.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

24. STATUTORY AUDITORS:

M/s. S.K. JHA & Co, Chartered Accountants, Ahmedabad fFirm Registration No. 126173W) were appointed as the Statutory Auditors of the Company at the AGM held on 30th September, 2014 to hold office until the conclusion of the third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S.K. JHA & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

25. SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed Virendra G Bhatt Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure 'E' and forms an integral part to this Report.

26. AUDITOR'S / SECRETARIAL AUDOTOR'S OBERSERVATIONS

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self-explanatory and, therefore, do not call for any further comments

INTERNAL AUDITOR

The size of operation of the Company is very small, it is no viable to appoint Internal Auditor but the Company has established the Internal Control system.

WHOLE TIME DIRECTORS

Chandrakant Himmatlal Shah and Mayuri Shah are whole time directors of Shukra Jewellery Limited as well as Shukra Bullions Limited and they will be ceased to be Whole Time Directors from Shukra Bullions Limited within a Six Month Period and will remain whole time directors in Shukra Jewellery Limited only.

LATEST INFORMATION ON THE WEBSITE OF THE COMPANY

The Company has uploaded time to time latest information on the Company Web-Site.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

COST AUDITORS

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendments Rules, 2014 as the turnover of the Company for the Financial Year 2013-14 was below 35 crores.

INSURANCE

The Company's plant & machinery, buildings, stocks & assets are not insured

SHARES

a) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

b) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c) Bonus Shares

No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

28. ENVIRONMENT & ENERGY CONSERVATION:

Efforts for control of Environment and Conservation of energy are an on-going process in your Company. As required by the Company's (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relevant data pertaining to conservation of energy, technology, absorption and Foreign Exchange Earnings and Outgo are given in the prescribed format as per Annexure to this Report.

29. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

30. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 'C' to this Report.

31. ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

32. GREEN INITIATIVE

Your Directors would like to draw your attention to the recent Circular No. 17/2011 dated 21.04.2011 and Circular No. 18/2011 dated 29.04.2011 issued by the Ministry of Corporate Affairs allowing paperless compliances and also service of notice/documents (including annual report) thorough electronic mode to its members. To support this green initiative of the Central Government in full measure. We hereby once again appeal to all those members who have not registered e-mail address so far are requested to register their e- mail address in respect of electronic holdings with their concerned depositary participants and/or with the Company

33. PARTICULARS OF EMPLOYEES:

There are no employees whom payments as per Section 197 of the companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are made is given in Annexure 'D' to this report.

34. LISTING:

The Company's Shares are listed on BSE Limited, Mumbai.

35. APPRECIATION:

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

REGISTERED OFFICE: By order of the Board of Directors Panchdhara Complex, 3rd Floor, For Shukra Jewellery Limited Near The Grand Bhagwati Hotel, S .G. Highway, Bodakdev, (Chanrakant H Shah), Ahmedabad-380054 (Gujarat) CHAIRMAN (DIN 01188001) Date: 17.08.2015 Place: Mumbai

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Mar 31, 2014

The Members,

SHUKRA JEWELLERY LIMITED

The Directors take great pleasure in presenting the 23rd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

31stMarch 2014 31stMarch 2013 Rs.(In lakhs) Rs. (In lakhs)

Income from Operations 3107.73 3096.38

Other Income 1.09 2.09

Total Expenditure 3106.27 3093.71

Interest Cost 0.00 0.00

Profit before depreciation(PBDT) 2.55 4.76

Depreciation 0.29 0.24

Profit before Tax 2.26 4.52

Provision for tax 0.68 1.75

Deferred Tax 1.39 107.54

Profit after tax 0.19 (104.77)

Less : Proposed Dividend 0.00 0.00

Less : Transfer to G.R 0.19 (104.77)

Balance carried forward to B/S 0.00 0.00



OPERATION

During the year under review the Company has achieved turnover of Rs. 31.07 Crore as compare to Rs.30.96 Crore during last year.The management is taking appropriate step to improve Company''s bottom line.

CURRENT YEAR OUTLOOK

The Company is planning to participate/ visit various jewellery show domestic and aboard. Barring unforeseen circumstances the management is hopeful of achieving higher turnover during the year. Company has started real estate business along with existing business of diamond and diamond jewellery. Company intends to shift his registered office to 3rd Floor, Panchdhara Complex, Above Mistubishi Show Room, Beside Grand Bhagwati, S.G.Highway, Ahmedabad (Gujarat) 380054.

DIVIDEND

No Dividend has been recommended by the Board as there was not sufficient profit in the company during the year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the company''s Articles of Association Mr.Saurabh Shah, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

In accordance with the provisions of the Companies Act, 1956 and the company''s Articles of Association Mr. Ramji Khimji Rajput, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

AUDITORS:

The Company''s Auditors M/s. S. K JHA & Co., Chartered Accountants retire on the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

PUBLIC DEPOSITS:

Your Company has not accepted any fixed deposits within the meaning of Section 58A from the public under Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITOR''S REPORT:

The auditors of the Company has pointed out that the company has not made provision for depreciation amount to Rs. 38,99,135 for Daman asset. The management of the company is of the opinion that the same need not be provided as no manufacturing activities have been undertaken during the financial year. Except above observations made in the Auditor''s report are self explanatory and do not call for any further comments under section 217(3) of the Company Act 1956.

PARTICULARS OF EMPLOYEES:

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975.

DISCLOSURE UNDER SECTION 274(l)(g):

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

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988 FOR THE YEAR ENDED 31ST MARCH 2014±

CONSERVATION OF ENERGY, TECHNOLGY ABSORPTION AND FOREIGN EXCHANGE EARINGS/OUTGOING

Information required under section 217(l)(e) of Companies Act.

CONSERVATION OF ENERGY,

The company''s operations involve very low energy consumption, whenever possible measures have already been implemented. The measures set out above do not have any significant impact on the overall cost of the production.

TECHNOLGY ABSORPTION

No technology has been imported during the year.

FOREIGN EXCHANGE EARINGS/OUTGO

The Company mainline of Business is the manufacturing of Diamond Studded Gold, Jewellery & Trading in Cut & Polished Diamonds.

Total Foreign Exchange Earned : 12,85,069

Total Foreign Exchange Outgo : NIL

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that

i) That In the presentation of the Annual Accounts for the financial year ended 31st March,2014 the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March,2014 and the profit or loss of the Company for the year under review;

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

iv) The annual accounts for the year ended 31st March, 2014 have been prepared on a ''going concern bases.

LISTING

The Equity shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fee to the above Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support. Your Directors also wish to place on record the support of the Financial Institutions.

For the Board of Directors For SHUKRA JEWELLERY LIMITED

Chandrakant Shah, Director REGISTERED OFFICE: 12, Zodiac Square, 3rd Floor, Opposite Gurudwara, S.G. Highway, Bodakdev, Ahmedabad Gujarat -380054

Place : Mumbai Date : 31.07.2014

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Mar 31, 2013

To, The Members of SHUKRA JEWELLERY LIMITED

The Directors take great pleasure in presenting the 22nd Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2013

FINANCIAL RESULTS:

31st March 2013 31st March 2012 Rs.(ln lakhs) Rs.(In lakhs)

Income from Operations 3096.38 3465.40

Other Income 2.09 6.02

Total Expenditure 3093.71 3448.23

Interest Cost 0.00 0.00

Profit before depreciation(PBDT) 4.76 23.19

Depreciation 0.24 0.23

Profit before Tax 22.96

Provision for tax 1.75 0.00

Deferred Tax 107.54 (0.03)

Profit after tax (104.77) 22.99

Less : Proposed Dividend 0.00 0.00

Less: Transfer to G.R (104.77) 22.99

Balance carried forward to B/S 0.00 0.00

OPERATION

During the year under review the Company has achieved turnover of Rs. 30.96 Crore as compare to Rs.34.65 Crore during last year. The management is taking appropriate step to improve Company''s bottom line.

CURRENT YEAR OUTLOOK

The Company is planning to participate/ visit various jewellery show domestic and aboard.

Barring unforeseen circumstances the management is hopeful of achieving higher turnover during the year.

DIVIDEND

No Dividend has been recommended by the Board as there was not sufficient profit in the company during the year.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the company''s Articles of Association Mr.Anil Patel, Director of the Company, retires by rotation and being eligible, offers himself for re- appointment.

In accordance with the provisions of the Companies Act, 1956 and the company''s Articles of Association Mrs. Mayuri Shah, Director of the Company, retires by rotation and being eligible, offers herself for re-appointment.

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association Mr. Gaurav C Shah has been appointed as an additional director on 04th June 2013 under provision of the section 262 of the Companies Act, 1956.

In accordance with the provisions of the Companies Act, 1956 and Company''s Article of Association Mr. Sandip Shah has been appointed as an additional (Independent) director on 25th July, 2013 under the provisions of the Section 260 of the Companies Act, 1956 and. Mr. Gaurav shah has resigned from the directorship on 25th July, 2013.

AUDITORS

The Company''s Auditors M/s. S. K JHA & Co., Chartered Accountants retire on the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment.

PUBLIC DEPOSITS:

Your Company has not accepted any fixed deposits within the meaning of Section 58A from the public under Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975.

AUDITOR''S REPORT

The auditors of the Company has pointed out that the company has not made provision for depreciation amount to Rs. 44, 70,110 for Daman asset. The management of the company is of the opinion that the same need not be provided as no manufacturing activities have been undertaken during the financial year.

Except above observations made in the Auditor''s report are self explanatory and do not call for any further comments under section 217(3) of the Company Act 1956.

PARTICULARS OF EMPLOYEES

Th&#e were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the companies Act, 1956 read with the companies (Particulars of Employees) Rules 1975.

DISCLOSURE UNDER SECTION 274(l)(g)

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

PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULE, 1988 FOR THE YEAR ENDED 31st MARCH 2013.

CONSERVATION OF ENERGY. TECHNOLGY ABSORPTION AND FOREIGN EXCHANGE EARINGS/OUTGOING

Information required under section 217(l)(e) of Companies Act.

CONSERVATION OF ENERGY.

The company''s operations involve very low energy consumption, whenever possible measures have already been implemented. The measures set out above do not have any significant impact on the overall cost of the production.

TECHNOLGY ABSORPTION

No technology has been imported during the year.

FOREIGN EXCHANGE EARINGS/OUTGO

The Company mainline of Business is the manufacturing of Qiamond Studded Gold, Jewellery & Trading in Cut & Polished Diamonds.

Total Foreign Exchange Earned NIL

Total Foreign Exchange Outgo NIL

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from the operating management, confirm that

i) That In the presentation of the Annual Accounts for the financial year ended 31st

March,2013 the applicable accounting standards has been followed along with proper explanation relating to material departures, if any;

ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March,2013 and the profit or loss of the Company for the year under review;

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

iv) The annual accounts for the year ended 31st March, 2013 have been prepared on a ''going concern basis''.

LISTING

The Equity shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fee to the above Stock Exchange.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the listing agreements with Stock Exchanges, a Management Discussion & Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to thank Shareholders, Suppliers, Customers, Banks and Employees for their co-operation and support. Your Directors also wish to place on record the support of the Financial Institutions.

Place: Mumbai For the Board of Director

Date : 29.07.2013 For SHUKRA JEWELLERY LIMITED

REGISTERED OFFICE:

S-6/14, Chirag Industrial Complex, Chandrakant Shah,

39/40, Golden Industrial Estate, Director

Somnath Road Daman (U.T) 396210

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Mar 31, 2011

The Directors take great pleasure in presenting the 20 Annual Report of the Company together with Audited Accounts for the year ended on March 31, 2011.

(Rs. IN LAKHS)

PARTICULARS 31.03.2011 31.03.2010 (AUDITED) (AUDITED)

Net Income From Operations 3362.74 3375.02

Other Income 0.95 2.57

Total Expenditure 3223.46 3284.97

Interest 0.00 0.00

Profit Before Depreciation 103.50 307.35

Depreciation 59.06 31.68

Tax 0.00 0.00

Deferred Tax (135.80) 242.61

Profit After Tax (91.36) 275.68

Add: Balance B/F from the Previous year

Less: FBT 0.00 0.00

Balance available for Appropriation 0.00 0.00

Less: Proposed Dividend 0.00 0.00

Less: Transfer to G.R (91.36) 275.68

Balance Carried Forward to 0.00 0.00

Balance Sheet

Note :-Profit after tax consist deferred tax(Assets) Rs. (135.80) lakhs

OPERATION

During the year under review, the Company has achieved turnover of Rs 33.63 crore as compare to Rs 33.75 approx during last year. The management is taking appropriate step to improve Company's bottom line.

CURRENT YEAR OUT LOOK

The Company is planning to participate/visit various jeweler shows domestic and abroad.

Barring unforeseen circumstances the management is hopeful of achieving higher turnover during the year.

DIVIDEND

The Board has not recommended any dividend due to insufficient profit.

DIRECTORS

SHRI ANIL M PATEL ,SHRI. VINOD SHAH AND SHRI. NASIR UL HAQ have been reappointed as independent directors of the Company.

In accordance with the provision of the Companies Act, 1956 Mayuri C.Shah director, retires by rotation and being eligible offers him for reappointment.

AUDITORS

The Auditor's of the Company M/S A D Lalwani & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting .

FIXED DEPOSITS

Your company has not accepted any fixed deposits within the meaning of section 58 A from the public under the companies Act, 1956 and the rules made there under.

AUDITOR'S REPORT

Observations made in the Auditor's Report are self explanatory and therefore do not call for any further comments under section 217(3) of the companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2 A) of the companies Act, 1956. Hence no particulars are given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING.

The information pursurut to section 217 (i) (a) of the companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 if given below:

1. The Company's operation involve very low energy consumption, wherever possible measures have already been implemented. The measure set out above do not have any significant impact on the overall cost of the production.

2. No technology has been imported during the year.

DIRECTOR'S RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to the Director's Responsibility Statement, it is hereby confirmed:

i) That in the presentation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards has been followed along with proper explanations relating to material departures:

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

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

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your company by bankers, clients, employees as well as the investing community and look forward to their continued support.

Registered Office: By order of the Board

Chirag Industrial Estate

Somnath Road,

Daman-U.T. Chandrakant H Shah

Date:- 07.08.2011 Chairman & Managing Director

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Mar 31, 2010

The Directors take great pleasure in presenting the 19th Annual Report of the Company together with Audited Accounts for the year ended on March 31,2010.

(Rs. IN LAKH) PAPTICULARS 31.03.2010 31.03.2009 (AUDITED) (AUDITED)

Net Income From Operations 3375.02 3073.91

Other Income 2.57 1.93

Total Expenditure 3312.84 3063.20

Interest 0.00 0.00

Profit Before Depreciation 64.75 12.64

Depreciation 31.68 0.26

Tax 0.00 0.00

Deferred Tax 242.61 0.00

Profit After Tax 275.68 12.38

Add: Balance B/F from the

Previous year

Less: 0.00 0.00

Balance available for Appropriation 0.00 12.26

Less: Proposed Dividend 0.00 0.00

Less: Transfer to G.R 275.68 12.26

Balance Carried Forward to 0.00 0.00 Balance Sheet.

Note :- Profit after tax consist deferred tax (assets) Rs.242.61 lakhs

OPERATION

During the year under review, the Company has achieved turnover of Rs 33.75 crore as compare to Rs 30.73 approx during last year. The management is taking appropriate step to improve Companys bottom line.

CURRENT YEAR OUT LOOK

The Company is planning to participate/visit various jewellery shows domestic and abroad.

Barring unforeseen circumstances the management is hopeful of achieving higher turnover during the year.

DIVIDEND

The Board has not recommended any dividend due to insufficient profit.

DIRECTORS

SHRI ANIL M PATEL ,SHRI. VINOD SHAH AND SHRI. NASIR UL HAQ have been reappointed as independent directors of the Company.

AUDITORS

The Auditors of the Company M/S A D Lalwani & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for appointment.

FIXED DEPOSITS

Your company has not accepted any fixed deposits within the meaning of section 58A from the public under the companies Act, 1956 and the rules made thereunder.

AUDITORS REPORT

Observations made in the Auditors Report are self explanatory and therefore do not call for any further comments under section 217(3) of the companies Act, 1956.

PARTICULARS OF EMPLOYEES

There were no employees whose remuneration were in excess of the limits prescribed under section 217(2A) of the companies Act, 1956. Hence no particulars are given.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOING.

The information pursuant to section 217 (i) (a) of the companies Act, 1956 read with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 if given below:

1. The Companys operation involve very low energy consumption, wherever possible measures have already been implemented. The measure set out above do not have any significant impact on the overall cost of the production.

2. No technology has been imported during the year.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

i) That in the presentation of the annual accounts for the financial year ended 31st March 2010, the applicable accounting standards has been followed along with proper explanations relating to material departures:

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

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

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

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their warm appreciation and acknowledge with gratitude the assistance, co-operation and support extended to your company by bankers, clients, employees as well as the investing community and look forward to their continued support.

Registered Office: By order of the Board

Chirag Industrial Estate

Somnath Road,

Daman -U.T. ChandrakantHShah

Date:- 07.08.2010 Chairman & Managing Director