Directors Report of Sunraj Diamond Exports Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 34^th Annual Report and Audited Statement
of Accounts of your Company for the year ended 31^st March, 2024.

Financial Results:

The salient features of the Company’s working for the year under review are as under:

(Rs. in hundreds)

Particulars	Standalone		Consolidated	Consolidated
	Year Ended	Year Ended	Year Ended	Year Ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Sales and other Income	2,98,304.94	2,67,482.99	2,97,385.75	2,09,912.99
Profit /(Loss) before Interest and Depreciation	(43,456.97)	95,411.3	13394.07	36,114.74
Less Interest Expenses	3.47	193.79	3.47	193.79
Profit/(Loss) before Depreciation	(43,460.44)	95,217.51	13,390.60	35,920.95
Less: Depreciation	2825.73	2313.43	2825.73	2313.43
Profit/(Loss) Before Taxation	(46,286.17)	92,904.08	10,564.87	33,607.52
Less: Provision for Taxation (net)	NIL	NIL	NIL	NIL
Less/(Add): Taxes	(26,629.65)	63.20	(26,629.65)	63.20
Profit/(Loss) for the year	(72,915.82)	92,967.28	(16,064.78)	33,670.72
Add: Reserves &Surplus brought forward from Previous year	(2,99,885.26)	(3,92,852.54)	(4,24,217.65) (4,57,888.37)
Balance carried to Balance sheet	(372,801.08) (2,99,885.26)		(440,282.43)	(424217.65)

Operations

Your Company has recorded a turnover of Rs 2,54,355.81/- (Amount in Hundred) during the
year under review as opposed to Rs 1,36,889.87/- in the previous year, an increase of
approx. 86% as compared to previous year.

Dividend

With a view to conserving the resources of your Company, your Director’s have decided not
to recommend Dividend for the year.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments affecting the financial position of the
Company which has occurred between the end of the financial year of the Company i.e. 31^st
March 2024, and the date of the Directors’ report.

Directorate

In accordance with the Companies Act, 2013 and the Articles of Association of your Company,
Mrs. Shruti Sunny Gandhi (Din: 06947535) retires by rotation and is eligible for re¬
appointment. The Board recommends the re-appointment of Mr. Shivil Kapoor as Independent
Director of the Company for the further period of 5 years. Brief profiles of the Director
seeking re-appointment are annexed to the Notice in Annexure-I.

Board Evaluation

The Board has carried out an annual performance evaluation of the Directors individually
including Independent Directors, Board as a whole and of its various committees on
parameters such as skills, knowledge, participation in meetings, contribution towards
Corporate Governance practices, compliance with code of ethics etc.

Independent Directors have carried out performance evaluation of non-independent Directors,
Chairman of the Board and Board as a whole with respect to knowledge to perform the role,
time and level of participation, performance of duties and level of oversight and professional
conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

Meetings

During the year Four (4) Board Meetings were convened and held. The details thereof are
given in the Corporate Governance Report. The intervening gap between the meetings was
within the period prescribed under the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 Mr. Sunny Gandhi,
Whole time Director, Mr. Prakash Indulal Mehta, Chief Financial Officer and Mr. Anshul
Garg, Company Secretary are the Key Managerial Personnel of the Company.

Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors under Section
149 (6) of the Companies Act, 2013 and Regulations 16(1)(b) of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Subsidiary. Joint Venture or Associate Companies

Your Company has a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi
Commodities Centre (DMCC), UAE in the name of SUNRAJ DIAMONDS DMCC.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, the statement containing salient features of the Financial statements
of the Company’s Subsidiaries (in Form AOC-1)- Annexure A to this report is forming part of
the Consolidated Financial Statement.

Pursuant to Section 136 of the Companies Act, 2013 the Company is exempted from attaching
to its Annual Report of the Subsidiary Company viz. SUNRAJ DIAMONDS DMCC as the same
is listed on the website of the company.

The financial statement of the subsidiary Company is kept open for inspection for the
shareholders at the Registered Office of the Company. The Company shall provide the copy
of the financial statement of its subsidiary company to the shareholders upon their request
free of cost.

During the financial year ended March 31, 2024, the Company has not entered into any
related party transactions (“RPT”) requiring the approval of the Board of Directors pursuant
to Section 188(1) of the Companies Act, 2013.

Further, no RPT, exceeding the applicable threshold prescribed pursuant to Rule 15(3) (a) of
the Companies (Meetings of Board and its Powers) Rules, 2014, requiring member’s approval
was entered into by the Company during the financial year 2023-24.

There being no related party transaction requiring the approval pursuant to Section 188 of
the Companies Act, 2013, the disclosure in Form AOC 2 is not required to be annexed to
this report.

Particulars of Loans, Guarantees or Investments

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

Annual Return

In accordance with the provisions of the Companies Act, 2013, the annual return in the
prescribed format (Form MGT-7) is listed at the website of the Company
www.sunrajdiamonds.com.

Business Risk Management

The Company manages and monitors principal risks and uncertainties that can impact
ability of the Company to achieve its targets/ objectives. Timely reports are placed before
the board for considering various risks involved in the Company business/ operations. The
Board evaluates these reports and necessary / corrective actions are then implemented.

A brief report on risk evaluation and management is provided under Management’s Discussion
and Analysis Report forming part of this Annual Report as Annexure-B.

Internal Financial Controls:

The Company has in place, adequate systems and procedures, commensurate with size of
the Company, for implementation of internal financial control across the organization which
enables the Company to ensure that these controls are operating effectively.

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

Conservation of energy is of utmost significance to the Company. Operations of the Company
are not energy intensive. However, every effort is made to ensure optimum use of energy by
using energy- efficient computers, processes and other office equipment.
Constant efforts are made through regular/ preventive maintenance and upkeep of existing
electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and
techniques required for the business activities.

Particulars with regards to foreign exchange expenditure and earning are given in Notes No.
26(b)of the notes to the accounts.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable to
the Company.

Director’s Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the
Company confirms that-

a) In the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to
the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at March 31, 2024 and of the
profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care 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.

d) The Directors have prepared the annual accounts on a ‘going concern’ basis.

e) Internal financial controls laid down in the Company were adequate and operating
effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system are adequate and operating effectively.

Share Registrar & Transfer Agent

The Company’s Registrar & Transfer Agents for shares is Adroit Corporate Services Pvt. Ltd
(ACSPL). ACSPL is a SEBI registered Registrar & Transfer Agent. The contact details of
ACSPL are mentioned in the Report on Corporate Governance. Investors are requested to
address their queries, if any to ACSPL; however, in case of difficulties, as always, they are
welcome to contact the Company’s Compliance Officer, the contact particulars of which are
contained in the Report on Corporate Governance.

Deposit

Your Company has not accepted any deposit from the public during the year within the
meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014.

Particulars of Employees

The Company does not have any employee covered under the provisions of Rule 5 (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and
therefore, this information has not been furnished as part of this Report.

The prescribed particulars of employees required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as
Annexure-C and forms a part of this Report of the Directors..

Vigil Mechanism

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of
fraud and mis-management, if any, and conducting business with integrity, including in
accordance with all applicable laws and regulations.

Auditors

The Board of Directors informs that M/s. Govind Prasad and Co., Chartered Accountants
having Firm Registration No 114360W will act as the Statutory Auditor of the Company for
the FY 2024-2025.

Auditors’ Report

The Auditors’ Report to the shareholders does contain reservation, qualification and adverse
remark as under:

Sr No	Qualifications made by Auditor	Explanations by the Board
1.	The Company has not made the provision of employee cost with reference to the retirement benefitsof the employees	The Opinion of the Auditor is Self explanatory and Company is in process of complying the same and necessary compliance will be done in due course.

No fraud was reported by the Statutory Auditor.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 the Company has
appointed M/s. Kiran Doshi& Co. Company Secretary (Peer Reviewed Firm1977/2022) in
practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in
the prescribed Form No. MR-3 is annexed herewith as Annexure-D.

QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:

Sr No	Qualifications made by Secretarial Auditor	Explanations by the Board
1.	The Company failed to file XBRL under regulation 39(3) of SEBI (LODR) Regulation 2015 for submission of information regarding loss of share certificate for 500 shares to the stock exchange within 2 (Two) days of getting information. However the company filed XBRL under regulation 39(3) with delay of 58 (Fifty Eight) days.	The company was in transition phase of shifting its registered office alongwith all its computers, servers and other physical documents and in same the Company missed out on the said the filing with stock exchange.
2.	The Company failed to file XBRL and Intimation Letter under regulation 39(3) of SEBI (LODR) Regulation 2015 for submission of information regarding issue of the Duplicate share certificate to the stock exchange within 2 (Two) days of getting information: (i) for 500 shares which was intimated with a delay of 1 (One) day and XBRL was filed with a delay of 44 (Forty Four) days. (ii) for 1500 shares which was intimated with a delay of 27 (Twenty Seven) Days and XBRL was filed with a delay of 12 (Twelve) days.	The company was in transition phase of shifting its registered office alongwith all its computers, servers and other physical documents and in same the Company missed out on the said the filing with stock exchange.

Sr No	Qualifications made by Secretarial Auditor	Explanations by the Board
3.	The Company failed to file XBRL and Intimation Letter under regulation 39(3) of SEBI (LODR) Regulation 2015 for submission of information regarding loss of the share certificate to the stock exchange within 2 (Two) days of getting information: (i) for 1500 shares which was intimated with a delay of 35 (Thirty five) Days and XBRL under regulation 39(3) was filed with a delay of 12 (Twelve) days. (ii) for 1500 shares which was intimated with a delay of 01 (One) day and XBRL was filed with a delay of 1 (One) day.	The company was in transition phase of shifting its registered office alongwith all its computers, servers and other physical documents and in same the Company missed out on the said the filing with stock exchange.

General

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

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

b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.

c) The Whole-time Director of the Company receiving any remuneration or commission
from any of its subsidiaries.

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

e ) During the year under review, there were no cases filed or reported pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Cost Auditor:

Provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time is not applicable to the Company.

Details of Application /any Proceeding Pending Under Insolvency And Bankruptcy Code
2016:

During the year under review there was no application made or proceedings pending in the
name of the company under the Insolvency and Bankruptcy Code, 2016.

Details Of Difference Between The Amount Of The Valuation Done At The Time Of One¬
Time Settlement And The Valuation Done While Taking A Loan From The Banks Or
Financial Institutions:

The Company has no loans outstanding from banks / financial institutions as on the end of
the financial year 31^st March, 2024 and no one-time settlement was done during the financial
year 2023-24.

Acknowledgement

The Directors wish to take this opportunity to express their sincere thanks to the Company’s
Bankers for their valuable support and the Shareholders for their unflinching confidence in
the Company.

Corporate Governance

Pursuant to Regulation 15(2) of SEBI LODR Regulations, the compliance with the corporate
governance provisions is not applicable to the Company. However to provide our shareholders
with a comprehensive and detailed information, a report on Corporate Governance forms
part of this Annual Report. The Auditors’ Certificate on compliance with Corporate Governance
requirements by the Company is attached to the Report on Corporate Governance.

Sd/- Sd/-

SUNNY GANDHI SHRUTI GANDHI

Wholetime Director Director

DIN: 00695322 DIN: 06947535

Place: Mumbai
Dated: 13^thAugust, 2024

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Mar 31, 2014

The Members,

SUNRAJ DIAMOND EXPORTS LIMITED

The Directors'' have pleasure in presenting their Twenty Fourth Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS: (STANDALONE) (Amount in Rs ) 31st March, 31st March, 2014 2013 Profit before Depreciation and Interest 1,69,93,984 1,85,24,293

Less: Depreciation 13,44,221 11,81,120

Interest & Financial Expenses 1,26,94,107 140,38,328 85,48,817 97,29,937

Profit before Tax 29,55,656 87,94,356

Less: Provision for Taxation 7,88,000 29,84,000

Deferred Tax 1,68,138 9,56,138 149,510 31,33,510

Profit for the year 19,99,518 56,60,846

Add/(Less): Appropriation

- Provision of earlier years w/off (69,468) (74,604)

- Proposed Dividend - (53,30,400)

-Dividend Distribution Tax - (8,64,725)

- Trf.to Reserves - (1,39,656)

Add:Surplus brought forward from previous year 245,78,011 2,53,26,551

Balance Carried to Balance Sheet 2,65,08,061 2,45,78,011



FINANCIAL RESULTS: (CONSOLIDATED) (Amount in Rs) 31st March, 31st March, 2014 2013

Profit before Depreciation and Interest 1,79,52,112 2,90,32,340

Less: Depreciation 13,44,221 11,81,120

Interest & Financial Expenses 1,26,94,107 140,38,328 85,48,817 97,29,937

Profit before Tax 39,13,784 1,93,02,403

Less: Provision for Taxation 7,88,000 29,84,000

Deferred Tax 1,68,138 9,56,138 149,510 31,33,510

Profit for the year 29,57,646 1,61,68,893

Add/(Less): Appropriation

- Provision of earlier years w/off (69,468) (74,604)

- Proposed Dividend - (53,30,400)

- Dividend Distribution Tax - (8,64,725)

- Trf.to Reserves - (1,39,656)

Add: Surplus brought forward from previous year 3,50,86,058 2,53,26,551

Balance Carried to Balance Sheet 3,79,74,236 3,50,86,058

DIVIDEND:

During the preceding 3 years the company witnessed growth and a solid customer base with regular orders. The prolonged dip in the global economy, coupled with high prices of raw materials have been

detrimental to the growth prospects of the company in the completed financial year. Uncertain events in some countries along with a highly volatile currency has prompted the company to adopt a conservative approach in the short term. With a view to conserving the resources of your company, your Directors have decided not to recommend Dividend for the year.

OPERATIONS:

Your Company has recorded a turnover of ^ 3936.49 lacs during the year under review as opposed to ^ 5073.37 lacs in the previous year. After the first quarter of the financial year the economy saw a very volatile currency and slowdown in orders due to the high prices of raw materials. This in turn affected the production and prices of finished goods. The company was quick to recognize the slowdown and reduced the supplies of finished goods in line with the market trends, resulting in a dip in turnover, but a healthier performance. The company took an aggressive step in reducing debt thereby improving the overall performance.

UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND)

Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, unclaimed dividend which remains unpaid for a period of seven years shall be transferred to Investor Education & Protection Fund. Accordingly, the Company is not yet required to transfer unclaimed dividend to the said fund.

It may be noted that upon the transfer of dividend to Investor Education & Protection Fund, members lose their right to claim such dividend. Therefore Members are requested to claim the amount of Unpaid/unclaimed dividend for the year 2010-2011 onwards.

SUBSIDIARY COMPANIES

Your Company has incorporated a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi Commodities Centre (DMCC), UAE in the name of SUNRAJ DIAMONDS DMCC. The above subsidiary company has started it''s business operations in the year under review.

CONSOLIDATED FINANCIAL STATEMENT

Sunraj group has reported a consolidated revenue of Rs.39.36 crores for the financial year ended on 31st March, 2014, consolidated profit before tax stood at X 39.14 Lacs and consolidated Profit after tax stood at X 28.88 Lacs. In accordance with the Accounting Standard AS-21 on Consolidated Financial Statement read with Accounting Standard AS-23 on Accounting for investment in Associates, your Directors provide the Consolidated Audited Financial Statement in the Annual Report.

However, in accordance with the general Circular No. 2/2011 dated 8th February, 2011, issued by the Ministry of Corporate affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary Company are not being attached with balance sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. Your Company will make available the said annual accounts and other related information of the subsidiary company upon request of any member of the Company or its subsidiary company and same will also be kept open for inspection by any member at the registered office of the Company and subsidiary company.

DIRECTORATE:

In accordance with Article 109 of the Articles of Association of the Company, Mr. Nirav Shah retires by rotation but being eligible, offers himself for re-appointment.

In line with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Mr. Jimit Shah and Mr. Hargovind Shah, Directors of the Company, are being appointed as Independent Directors for five consecutive years from the date of the ensuing Annual General Meeting. Mrs. Gandhi has been appointed as an Additional Director of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and Article 109 of the Articles of Association of the Company. Her appointment will also fulfill the requirement of having a woman Director on the Board of Directors under the Companies Act, 2013. She will hold the office upto the date of the forthcoming Annual General Meeting and being eligible, offers herself for being appointed as a Director of the Company, liable to retire by rotation.

Necessary resolution for the appointment / re-appointment of the aforesaid Directors have been included in the notice convening the ensuing AGM and requisite details have been provided in the explanatory statement of the Notice. Yours Directors commend their appointment/ re-appointment. All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013.

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

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to the Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2014 and of the Company for the period 1st April, 2013 to 31st March, 2014.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounts 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 have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance form part of this Report.

AUDITORS:

M/s. Bhupendra Shroff & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, the Board recommends the re-appointment of M/s. Bhupendra Shroff & Co., as auditors of the Company. If re- appointed, they will hold office from the conclusion of the current AGM to the conclusion of the following AGM.

ACKNOWLEDGEMENTS:

The Directors acknowledge the co-operation and assistance received from the Banks and various Government agencies both Central and State.

The Directors wish to place on record their sincere appreciation of the contribution made by the employees at all levels of the organizations who have greatly contributed to the results.

For and on behalf of the Board of Directors Place : Mumbai, SUNNY GANDHI NIRAV SHAH Dated : 14th August, 2014 Executive Director Executive Director

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Mar 31, 2013

To, The Members of SUNRAJ DIAMOND EXPORTS LIMITED

The Directors'' have pleasure in presenting their Twenty Third Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS:

STANDALONE

March 31,2013 March 31,2012

Profit before depre ciation and interest 18,524,293 22,031,990

Less: Depre ciation 11,81,120 10,49,836

Interest & Finan cial

Expenses 85,48,817 97,29,937 77,17.030

Profit before Tax 8,794,356

Less: Provi sion for

Taxa tion 2,984,000 4,366.925

Defe rred Tax 149,510 3,133,510 163,532

Profit for the year 5,660,846

Add / (Less): Appro pria tion

Pro vision of

earlier years w/off (74,604) -

- Pro posed

Divi dend (5,330,400) (5.330,400)

- Divi dend Distri bution Tax (864,725) (864,725)

- Trf. to Rese rves (139,656) (6,409,385) (218,367) (139,656) (6.409.385)

Add: Surplus brought forward from 25,326,551 25,326,551 23,005.376 previous year -

Balance Carried to Balance Sheet 24,578,012



CONSOLIDATED

March 31,2013

Profit before depre ciation and interest 29,041,819

Less: Depre ciation 11,81,120

Interest & Finan cial

Expenses 85,48,817 97,29,937

87.66,866

Profit before Tax 13,265.124 19,311,882

Less: Provi sion for

Taxa tion 2,984,000



Defe rred Tax 149,510 3,133,510

Profit for the year 8,734.667 16,178,372

Add / (Less): Appro pria tion

Pro vision of

earlier years w/off (74,604)

- Pro posed

Divi dend (5,330,400)

- Divi dend Distri bution Tax (864,725)

- Trf. to Rese rves (139,656) (6,409,385) (6,413,492)

Add: Surplus brought forward from 23,005.376 25,326,551 25,326,551

previous year -

Balance Carried to Balance Sheet 25,326,551 35,095,538

DIVIDEND:

Considering the Company''s performance, your Directors have recommended for approval of the shareholders a dividend ofRs. 1/-per Equity Share. (Previous Year Rs. 1/-per Equity Share). The total cash outgo on account of dividend for the year 2012-13 works out to Rs. 61.95 Lakhs including the Dividend Distribution Tax. The dividend subject to its declaration will be distributed to the shareholders, whose names appear on the Register of Members as on 30th September, 2013.

OPERATIONS:

Your company has recorded a turnover of X 50.73 cores during the year under review. The beginning of the financial year saw strong demand for Polished Diamonds in the local and international markets. The local market performed much better than previous years with substantial growth being recorded as opposed to exports.

The weakening currency played a major factor in determining the course of business activities through the financial year. The cost of Imports of Rough Diamonds rose substantially, as a result of which the raw material became more expensive. The effect of the currency translated into the local market seeing robust trading activity and therefore being able to procure Polished Diamonds at cheaper prices in dollar terms. This caused the company to reduce its manufacturing activity marginally and opt for local purchases towards the end of the financial year. The availability of Polished Diamonds at cheaper prices in the local market also translated in more profits being made on exports to our regular clients.

Order books being firm and growing over the years, our clients seemed to have retained faith in our abilities, and commitments to carry forward the ties have been displayed across various sizes and qualities of Polished Diamonds. The company continues to strive to move towards an in-house manufacturing base, however the current market conditions are such where the board feels that the outsourcing model still outweighs the fixed cost regime. In order to conserve resources through the difficult times ahead the board has decided to postpone the plan of setting up a manufacturing facility and try and remain as liquid as possible.

UNCLAIMED / UNPAID DIVIDEND (TRANSFER TO INVESTOR EDUCATION & PROTECTION FUNDI

Pursuant to Section 205A read with Section 205C of the Companies Act, 1956, unclaimed dividend which remains unpaid for a period of seven years shall be transferred to Investor Education & Protection Fund. Accordingly, the Company is not yet required to transfer unclaimed dividend to the said fund.

It may be noted that upon the transfer of dividend to Investor Education & Protection Fund, members lose their right to claim such dividend. Therefore Members are requested to claim the amount of Unpaid/unclaimed dividend fortheyear2010-2011 onwards.

SUBSIDIARY COMPANIES

Your Company has incorporated a wholly owned foreign subsidiary Company in Dubai at the Dubai Multi Commodities Centre (DMCC), UAE in the name of SUNRAJ DIAMONDS DMCC. The above subsidiary company has started it''s business operations in the year under review.

CONSOLIDATED FINANCIAL STATEMENT

Sunraj group has reported a consolidated revenue of Rs. 65.82 crores for the financial year ended on 31st March, 2013, Consolidated profit before tax stood atRs. 1.93 crores and consolidated Profit after tax stood at Rs. 1.61 Crores. There are no consolidated figures available for the previous year as the subsidiary company has started it''s business operations only from January 2013. In accordance with the Accounting Standard AS-21 on Consolidated Financial Statement read with Accounting Standard AS-23 on Accounting for investment in Associates, your Directors provide the Consolidated Audited Financial Statement in the Annual Report.

However, in accordance with the general circular No. 2/2011 dated 8th Feb, 2011, issued by the Ministry of Corporate affairs, Government of India, the Balance Sheet, Profit and Loss account and other documents of the subsidiary company are not being attached with balance sheet of the Company. However the financial information of the subsidiary company is disclosed in the Annual Report in compliance with the said circular. Your Company will make available the said annual accounts and other related information of the subsidiary company upon request of any member of the Company or its subsidiary company and same will also be kept open for inspection by any member at the registered office of the Company and subsidiary company.

DIRECTORATE:

In accordance with Article 109 of the Articles of Association of the Company, Mr. Sunil Gandhi and Mr. Hargovind Shah retire by rotation but being eligible, offers themselves for re-appointment.

PARTICULARS OF EMPLOYESS.

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

I) In the preparation of the annual accounts, the applicable accounting standards have bee followed;

ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2013 and of the Company for the period 1st April, 2012 to 31st March, 2013.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounts 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 have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors'' Certificate regarding compliance of conditions of Corporate Governance form part of this Report.

AUDITORS:

Shareholders are requested to appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. The retiring Auditors, M/s Bhupendra Shroff &Co., being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS:

The Directors acknowledge the co-operation and assistance received from the Banks and various Government agencies both Central and State.

The Directors wish to place on record their sincere appreciation of the contribution made by the employees at all levels of the organizations who have greatly contributed to the results.

For and on behalf of the Board of Directors

SUNNY GANDHI NIRAVSHAH

Executive Director Executive Director

Place: Mumbai,

Dated: 29thJune, 2013

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Mar 31, 2010

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

FINANCIAL RESULTS: 31st March, 2010 31st March, 2009

Profit before Depreciation and Interest 45,53,943 20,64,862

Less: Depreciation 841,674 7,08,619

Interest & Financial Expenses 18,83,646 27,25,320 13,05,183 20,13,802

Profit before Tax 18,28,623 51,060

Less: Provision for Taxation 375,000 1,25,000

Deferred Tax 140,297 37,950

Fringe Benefit Tax - 515,297 92,141 2,55,091

Profit for the year 13,13,326 (2,04,031)

Add/(Less): Provision of earlier years w/off (23,360) 1,21,342

Add: Surplus brought forward from previous year 1,96,95,613 1,97,78,302 Balance Carried to Balance Sheet 2,09,85,580 1,96,95,613



DIVIDEND:

With a view to conserving the resources, your Directors have decided not to recommend Dividend for the year.

OPERATIONS:

During the year under review the Company has recorded a turnover of Rs. 3,430.01 Lacs. Due to resurgence in Demand for Diamonds, the company has managed to capitalize on the opportunities available during the financial year. Reviving old accounts of Clients who were cautious during the recession, company has seen Sales increase substantially as prices were extremely competitive and trade was robust. The company is continuing its aggressive approach towards maintaining a steady level of growth for the year ahead.

DIRECTORATE:

In accordance with Article 109 of the Articles of Association of the Company, Mr. Nirav Shah retires by rotation but being eligible, offers himself for re-appointment.

Mr. Jimit Shah was appointed as Additional Director of the Company on 5th March, 2010. By virtue of the provisions of Section 260 of the Companies Act, 1956 he shall hold office only upto the conclusion of this Annual General Meeting. The Company has received Notices in writing from members of the Company proposing his candidature for the office of Director in accordance with Section 257 of the Companies Act, 1956.

The Directors recommend his appointment as Director liable to retire by rotation.

Mr. Rishi Mehra, Director resigned from the Board on 5th March, 2010. Your Directors wish to place on record their appreciation for the services rendered by Mr. Rishi Mehra during his tenure as Director of the Company.

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

Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the annexure to the Report.

PARTICULARS OF EMPLOYEES:

The Company does not have any employee covered under the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and therefore, this information has not been furnished as part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2010 and of the Company for the period 1st April, 2009 to 31st March, 2010.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounts 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 have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 to the Listing Agreement with the Stock Exchange a Management Discussion and Analysis, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance form part of this Report.

AUDITORS:

Shareholders are requested to appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting. The retiring Auditors, M/s Bhupendra Shroff & Co., being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENTS:

The Directors acknowledge the co-operation and assistance received from the Banks and various Government agencies both Central and State.

The Directors wish to place on record their sincere appreciation of the contribution made by the employees at all levels of the organizations who have greatly contributed to the results.

For and on behalf of the Board of Directors

Place : Mumbai, S. S. GANDHI NIRAV SHAH

Dated : 19th August, 2010 Executive Director Executive Director