Directors Report of Tara Jewels Ltd.

Mar 31, 2016

The Directors take pleasure in presenting their 15^thAnnual Report on the business and operations of the Company together with audited financial statements for the year ended March 31, 2016.

FINANCIAL RESULTS

(Rs. in Crore)

Particulars	Standalone		Consolidated
	FY 2015-16	FY 2014-15	FY 2015-16	FY 2014-15
Total Income	1367.70	1418.94	1813.25	1740.59
Less: Expenditure	1324.93	1345.21	1754.97	1648.24
Profit Before Tax and Depreciation	42.77	73.73	58.28	92.35
Less: Depreciation	21.36	27.07	22.09	28.09
Profit Before Tax	21.41	46.66	36.19	64.26
Less: Tax	8.47	17.46	10.75	20.61
Net Profit After Tax	12.94	29.20	25.44	43.65
Earnings Per Share (EPS)	5.25	11.86	10.33	17.73

PERFORMANCE REVIEW

Standalone:

During the year under review, the Company earned a total revenue of Rs. 1367.70 crores against Rs.1418.94 crores in the Previous Year. The net Profit after Tax achieved by the Company for the year under review was Rs.12.94 against the Profit After Tax of Rs.29.20 crores achieved by the Company in the previous Financial Year.

Consolidated:

During the year under review, the Company earned a total revenue of Rs.1813.25 crores against Rs.1740.59 crores in the Previous Year. The net Profit after Tax achieved by the Company for the year under review was Rs.25.44 crores against the Profit After Tax of Rs.43.65 crores achieved by the Company in the previous Financial Year ended.

MANAGEMENT DISCUSSION AND ANALYSIS

As per SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section as part of this annual report.

DIVIDEND & RESERVES

The Company has achieved a Profit after tax of Rs.12.94 crores and consolidated Profit after tax of Rs.25.44 crores. Further, with a view to conserve the financial resources of the Company for future expansion of the business, the Directors do not recommend dividend on the Equity Share Capital of the Company for the Financial Year ended March 31, 2016.No amount has been transferred to reserve during the financial year under review.

SHARE CAPITAL

The paid up share capital of the Company as on March 31, 2016 stood at Rs.246,228,500/- During the year under review the Company has not issued any shares nor has granted any stock option or sweat equity. None of the directors of the company hold instruments convertible into equity shares of the company.

EMPLOYEES STOCK OPTION SCHEME

Particulars of Employee Stock Options are given in "Annexure A" to this report.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION

The Subsidiaries and Step down Subsidiaries of the Company as on March 31, 2016 are as follows:

Subsidiary Companies:

Tara (Hong Kong) Limited

Tara Jewels Holdings Inc

Step Down Subsidiaries:

Tara China Jewelry Limited- Subsidiary of Tara (Hong Kong) Limited

Fabrikant Tara International, LLC- Subsidiary of Tara Jewels Holdings Inc

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21, the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Statement in form AOC-1 (Annexure B) containing salient features of the financial statements of Company''s Subsidiaries is attached to this report.

DIRECTORS

a. The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Board consists of 9 members, 3 of whom are executive or whole-time directors, and 5 are independent directors and 1 is Nominee Director. The Board periodically evaluates the need for change in its composition and size.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Changes in Constitution of Board

The following changes have taken place in the Board of Directors/Key Managerial Personnel of the Company during the year 2015-16:

SRNO	NAME	DESIGNATION	APPOINTMENT	RESIGNATION	DATE OF APPOINTMENT/ RESIGNATION
1	Mr. Ravindran M.P	Executive Director	YES	NA	May 25, 2015
2	Mr. Sanjay Sethi	Executive Director	NA	YES	February 11, 2016
3	Mr. Francois Arpels	Director	NA	YES	February 11, 2016
4.	Mr. Bimal Desai	Chief Financial Officer	YES	NA	November 10, 2015
5.	Mr. Bimal Desai	Chief Financial Officer	NA	YES	May 11, 2016
6.	Mr. Vishnu Prakash Garg	Chief Financial Officer and Executive Director	YES	NA	May 23, 2016

b. Board/ Committee Meetings:

During the year under review, four meetings of the Board took place. Details of Board Meetings and Committee Meetings have been provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two Board Meetings was within the period prescribed by the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

c. Familization Programme with Independent Directors:

Pursuant to provisions of SEBI (Listing and Disclosures Requirements) Regulations, 2015, during the year under review the Company prepared and pursued the Familiarization Programme for Independent Directors as hosted on Company''s website at www.tarajewels.in (weblink:www.tarajewels.in/investorrelations/corporategovernance/policies)

d. Performance 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 SEBI (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 and senior managerial personnel.

The performance of the Committees and effectiveness of Committee Meetings was evaluated by the board after taking into consideration the inputs provided by the Committee Members.

The board and the nomination and nomination and remuneration committee reviewed the performance of the individual directors on the basis of Nomination and Remuneration Policy laid down by the said committee and approved by the Board.

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 considered by the board of directors at its meeting.

e. Policy for Selection, Appointment and Remuneration of Directors/Key Managerial Personnel/Senior Management Personnel including Criteria for their performance evaluation:

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which interalia includes Company''s policy on Board Diversity, selection, appointment and remuneration of directors/Key Managerial Personnel/Senior Management Personnel, criteria for determining qualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is attached as Annexture C to the Board''s Report and also uploaded on the Company''s website www.tarajewels.in and details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

AUDIT COMMITTEE

a. Pursuant to the provisions of Sections 177 (8) of the Companies Act, 2013,read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, and Regulation 18 of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 the Audit Committee consists of the following Members under:

SR. No.	Name	Designation
1	Mr. Nikkhil Vaidya	Chairman (Independent Director)
2	Mr. Rakesh Kalra	Member (Independent Director)
3	Mr. Ravindran M.P	Member (Whole-Time Director)

During the year 2015-16, there were no instances, where the Board of Directors did not accept the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism/Whistle Blower Policy and oversees through the committee for expressing genuine concerns by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any complainant to have direct access to the Chairman of the Audit Committee via e-mail ID [e-mail]. The Vigil Mechanism Policy of the Company is placed on Company''s website i.e.www.tarajewels.in.

(weblink:www.tarajewels.in/investorrelations/corporategovernance/policies)

AUDITORS

a. Statutory Auditors

M/s C.B Chajjed and Co, Chartered Accountants, have been appointed as Statutory Auditor of the Company for a period of three years at the Annual General Meeting of the Company held on September 18, 2014. However, the appointment of Statutory Auditors needs to be ratified every year by the shareholders in the Annual General Meeting of the Company. M/s C.B Chajjed and Co, Chartered Accountants, have intimated their consent and furnished a certificate to the affect that their appointment if made shall be in accordance with the conditions prescribed under section 139(1) and they also satisfies the criteria provided in section 141 of the Act for the financial year 2016-2017. On the recommendation of the Audit Committee, the Board proposes the ratification of their appointment for the Financial Year 2016-17 and to fix their remuneration by the members at the ensuing Annual General Meeting of the Company.

There are no qualifications, reservations or adverse remarks in the Auditor''s Report.

b. Secretarial Auditor

M/s Sunil Agrawal & Co, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and rules made there under.

The Secretarial Audit report for Financial year 2015-16 forms part of Annual Report as Annexure D to the Board''s Report.

There are no qualifications, reservations or adverse remarks in the Secretarial Auditor''s Report.

c. Cost Auditor

Cost Auditor is not required to be appointed by the Company since it is located in a SEZ Zone, as per the circular issued by the Ministry in this regard.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has strong internal control framework which includes level controls, whistle blower policy, rigorous management reviews and MIS and strong internal audit mechanism. There are robust financial control processes with appropriate checks and balances, defined policies and procedures to ensure reasonable assurance with regard to financial information. Process controls deployed ensure adherence to policies and procedures, efficiency in operations and reduce risk of frauds.

The rigorous internal controls, management overseas results, thorough review of internal audit reports by the Audit Committee and implementation of action plans makes the internal financial controls strong in the Company.

RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee constituting directors and non-director members. The Board based on the recommendations of the Risk Management Committee has also adopted "Risk Management Policy" of the Company which is hosted on Company''s website at www.tarajewels.in

The Committee through its Risk Council shall assess critical and non-critical risks, viz., Strategic, Operational, Financial, Regulatory etc. and risk register would be prepared for identifying and mitigating risks in each identified area. Your Company continues to attach a high degree of importance to this area and shall ensure that necessary Risk Mitigation Process is in place for each identified risk area at all times.

RELATED PARTY TRANSACTIONS:

All the transactions with related parties are in the ordinary course of business and on arm''s length basis; and there are no material related party transactions or arrangement.

The disclosure in from AOC-2 (Annexure E) is attached to this report. All the Related Party Transactions entered during the year under review are set out under Notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website at Weblink:www.tarajewels.in/investorrelations/corporategovernance/policies)

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except by way of remuneration paid to the Managing Director and sitting fees and Commission paid to other Non-Executive Directors.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

INFORMATION AS REQUIRED UNDER RULE 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

i) The following details are given hereunder in respect of employees employed throughout the year and were in receipt of remuneration not less than Rs.60 Lakhs p.a.

Name	Designation	Remuneration	Nature of Employment	Qualification/ Experience	Date of Commencement of Employment	Age of Employee	Last Employment held before joining the company	Percentage of shares held	Whether any Employee is a relative of any director or manager of the Company
Mr. Rajeev Sheth	Chairman and Managing Director	Rs.12,000,000/-p.a	Contractual	Graduate from Mumbai University and Diploma in Gemology and has around 34 years of experience.	Since Incorporation	58	Intergold India	58.98%	NIL

ii) The following details are given hereunder in respect of employees employed part of the year and were in receipt of remuneration not less than Rs.5 Lakhs p.m.

Name	Designation	Remuneration	Nature of Employment	Qualification/ Experience	Date of Commencement of Employment	Age of Employee	Last Employment held before joining the company	Percentage of shares held	Whether any Employee is a relative of any director or manager of the Company
Mr. Sanjay Sethi	Executive Director (Finance) and CFO	Rs. 5,136,207/-	Non Contractual	Chartered Accountant by profession and has around 25 years of experience.	Resigned as a Director of Company w.e.f February 11, 2016	50	Bhatia Group as Group CFO	NIL	NIL

However the information required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 15^th Annual General Meeting during the business hours on working days.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy.

A Board level committee has been constituted consisting of the following members:

Name	Designation
Mr. Rajeev Sheth	Chairman and Member
Mr. Ravindran M.P	Member
Ms. Fern Mallis	Member

Initiative Taken:

The Company has not made any expenditure on CSR as the Company is still in the process of identifying the eligible project. The Company intends to contribute the money for CSR activities as soon as the project is identified.

DEPOSITS

During the year 2015-16, the Company did not accept any deposit from public.

SIGNIFICANT AND MATERIAL ORDERS

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

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as "Annexure F".

DIRECTORS'' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (''the Act''), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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

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

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

e) the Directors have laid down internal financial controls, to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

As per SEBI (Listing and Disclosures Requirements) Regulations, 2015 a separate section on Corporate Governance practices followed by the Company is provided in the Corporate Governance section of the Annual Report. The certificate from practicing Company Secretary on compliance with the condition of corporate governance of Listing Regulation is given in Annexture G of this Report.

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

The Company is giving due consideration for the conservation of energy and all efforts are being made to properly utilize the energy resources.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure H".

MATERIAL CHANGES AND COMMITMENT IF ANY EFFECTING THE FINANCIAL POSITION OF COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATE:

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD''S REPORT:

There are no changes in nature of business and also revision in the Board''s Report during the year.

HUMAN RESOURCE:

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programmes are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in house training programmes to develop leadership as well as technical/functional capabilities in order to meet future talent requirements. Industrial relations were cordial throughout the year.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has a policy on prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Harassment, Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding Sexual Harassment. All Employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2015-2016 no complaints were received regarding sexual harassment.

APPRECIATION:

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to place on record its sincere appreciation to the employees at all levels for the dedicated efforts and contribution in playing a very significant part in the Company''s operations.

For and on behalf of the Board of Directors

Sd/-

RAJEEV SHETH

Chairman (DIN: 00266460)

Place : Mumbai

Date : May 23, 2016

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting their 14th Annual Report on the business and operations of the Company together with audited financial statements for the year ended March 31,2015.

FINANCIAL RESULTS

(Rs. in Crore)

Particulars Standalone

FY 2014-15 FY 2013-14

Total Income 141894 142212

Less: Expenditure 134521 133901

Profit Before Tax and Depreciation 73.73 83.11

Less: Depreciation 2707 20.69

Profit Before Tax 46.66 62.42

Less: Tax 1746 22.98

Net Profit After Tax 2920 3944

Earnings Per Share (EPS) 11.86 16.03

Particulars Consolidated

FY 2014-15 FY 2013-14

Total Income 174059 1700.78

Less: Expenditure 1648.24 1602.91

Profit Before Tax and Depreciati 92.35 97.87

Less: Depreciation 28.09 21.51

Profit Before Tax 64.26 76.36

Less: Tax 20.61 25.99

Net Profit After Tax 43.65 5037

Earnings Per Share (EPS) 17.73 20.48

PERFORMANCE REVIEW

Standalone:

During the year under review, the Company earned a total revenue of Rs.1418.94 crores against Rs.1422.12 crores of the Previous Year. The net Profit after Tax achieved by the Company for the year under review was Rs.29.20 crores against the Profit After Tax of Rs.39.44 crores achieved by the Company in the previous Financial Year ended.

Consolidated:

During the year under review, the Company earned a total revenue of Rs.1740.59 crores against Rs.1700.78 crores of the Previous Year. The net Profit after Tax achieved by the Company for the year under review was Rs. 43.65 crores against the Profit After Tax of Rs. 50.37 crores achieved by the Company in the previous Financial Year ended.

OPERATIONS HIGHLIGHTS

* Expanded into the branded Bridal and Fashion Jewellery segment by launching Monigue Lhuillier, and Zac Posen jewellery brands in the international markets. These brands are being sold through one of the largest online retailers and through high-end jewellery chain stores.

* Also Launched the Brand Angel Sanchez in the U.S Market with the largest jewellery retailer in the world.

* Forayed into online sales in the domestic market through tie-ups with Amazon, Snapdeal, and other online selling platforms.

* Signed a manufacturing Term Sheet with Sterling Jewellers Inc the largest jewellery retailer in U.S.A giving Tara Jewels the status of " Exclusive Supplier of Choice for the manufacture of the Brand "Angel Sanchez'.'

MANAGEMENT DISCUSSION AND ANALYSIS

As per Clause 49 of the Listing Agreement entered into with Stock Exchanges, a detailed Management Discussion and Analysis Report is presented in a separate section of part of this annual report.

DIVIDEND & RESERVES

The Company has achieved a Profit after tax of ' 29.20 crores and consolidated Profit after tax of Rs. 43.65 crores. Further, with a view of conserving the profits of the Company for future expansion of the business, the Directors do not recommend dividend on the Eguity Share Capital of the Company for the Financial Year ended 2014-2015.

SHARE CAPITAL

The paid up share capital of the Company as on March 31,2015 stood at Rs.246,228,500/- .During the year under review the Company has not issued shares with differential voting rights nor has granted any stock option or sweat eguity except issue of 305000 convertible warrants to Bennett, Coleman & Company Limited on preferential allotment basis on April 2,2014 with each warrant convertible into one eguity share on or before October 1,2015. As on March 31,2015 none of the Directors of the Company hold instruments convertible into eguity share of the Company.

EMPLOYEE'S STOCK OPTION SCHEME

Particulars of Employee Stock Options are given in Annexure A to this report.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE / FINANCIAL POSITION

The Subsidiaries and Step down Subsidiaries of the Company as on March 31,2015 are as follows:

Tara (Hong Kong) Limited Tara Jewels Holdings Inc Fabrikant Tara International, LLC Tara China Jewelry Limited

In accordance with Section 129 (3) of the Companies Act, 2013 and Accounting Standard (AS) 21,the Company has prepared the Consolidated Financial Statements of the Company and all its subsidiaries, which forms part of this Annual Report.

The Company does not have any material subsidiary with whom the transaction entered into individually or taken together with previous transaction during the financial year, exceed ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company except the transaction entered with Fabrikant Tara International LLC. The statement in form AOC-2 (Annexure D) is attached to this report.

The Statement in form AOC-1(Annexure B) containing salient features of the financial statements of Company's Subsidiaries is attached to this report.

DIRECTORS

a. The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The Board consists of 10 members, 3 of whom are executive or whole-time directors, and 6 are independent directors and 1 is Non Independent Director. The Board periodically evaluates the need for change in its composition and size.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of Independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The following changes have taken place in the Board of Directors/Key Managerial Personnel of the Company during the year 2014-15:

SR NAME DESIGNATION APPOINTMENT NO

1 Mr. Amol Raje Company Secretary NA

2 Ms. Nalini Rajan Executive Director (Finance) NA

3 Mr. Sanjay Sethi Executive Director (Finance) YES

4 Mr. Sandro Brodbeck Nominee Director NA

5 Ms. Jayshree Soni Company Secretary ES

6 Ms. Nivedita Nayak Company Secretary YES

7 Mr. Vikram Raizada Executive Director(Sales) NA

8 Mr. Mariano De la Torre Nominee Director YES

9 Mr. Ravindran M.P Executive Director YES

SR NAME RESIGNATION DATE OF APPOINTMENT/ NO RESIGNATION

1 Mr. Amol Raje YES April 4,2014

2 Ms. Nalini Rajan YES July 1,2014

3 Mr. Sanjay Sethi NA July 1,2014

4 Mr. Sandro Brodbeck YES November 12,2014

5 Ms. Jayshree Soni YES Appointed w.e.f. May 26,2014 /

Resigned w.e.f. December 02,2014

6 Ms. Nivedita Nayak NA December 22,2014

7 Mr. Vikram Raizada YES January 2,2015

8 Mr. Mariano De la Torre NA February 10, 2015

9 Mr. Ravindran M.P NA May 25,2015

b. Board / Committee Meetings

During the year under review, meetings of the Board / Committee took place, details of which have been provided in the Corporate Governance Report that forms part of the Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions.

A detailed presentation is also made to apprise the Board of important developments in industry, segments, business operations, marketing, products etc.

c. Familization Programme with Independent Directors

Pursuant to provisions of Clause 49 (II) (B) (7) (b) of the Listing Agreement, during the year under review the Company prepared and pursued the Familiarization Programme for Independent Directors as hosted on Company's website at www.tarajewels.in. (weblink:wwwtarajewels.in/ investorrelations/corporategovernance/policies.)

d. Performance Evaluation

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Performance Evaluation of the Directors, the Board and its Committees was carried out based on the criteria /manner recommended by the Nomination & Remuneration Committee and approved by the Board of Directors. Further details in respect of the criteria of evaluation has been provided in the Corporate Governance Report.

The performance evaluation of the Independent Directors was also carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who reviewed the performance of the Secretarial Department. Your directors express their satisfaction with the evaluation process.

e. Policy for Selection, Appointment and Remuneration of Directors/Key Managerial Personnel/Senior Management Personnel including Criteria for their performance evaluation

The Company has adopted a policy titled as "Nomination & Remuneration Policy" which interalia includes Company's policy on Board Diversity, selection, appointment and remuneration of directors/Key Managerial Personnel/Senior Management Personnel, criteria for determining gualifications, positive attributes, independence of a director and criteria for performance evaluation of the Directors.

The Nomination & Remuneration Policy as approved by the Board is uploaded on the Company's website www.tarajewels.in and details of criteria laid down and the Remuneration Policy are given in the Corporate Governance Report.

AUDIT COMMITTEE

a. Pursuant to the provisions of Sections 177 (8) of the Companies Act, 2013,read with Rule 6 and 7 of the Companies (Meetings of the Board

and its Powers) Rules, 2013, the Audit Committee consists of the following Members as under:

S. No. Name Designation

1 Mr. Nikkhil Vaidya Chairman (Independent Director)

2 Mr. Rakesh Kalra Member (Independent Director)

3 Mr. Sanjay Sethi Member (Whole-Time Director)

During the year 2014-15, there were no instances, where the Board of Directors did not accept the recommendations of the Audit Committee.

VIGIL MECHANISM

The Company has established a vigil mechanism and oversees through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adeguate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided to any one complainant to have direct access to the Chairman of the Audit Committee via e-mail ID [e-mail]. The Vigil Mechanism Policy of the Company is placed on Company's website i.e. www.tarajewels.in. (weblink:wwwtarajewels.in/investorrelations/corporategovernance/policies.)

AUDITORS

a. Statutory Auditors

M/s C.B Chajjed and Co, Chartered Accountants, have been appointed as Statutory Auditor of the Company for a period of three years at the Annual General Meeting of the Company held on September 18, 2014. However, the appointment of Statutory Auditors needs to be ratified every year by the shareholders in the Annual General Meeting of the Company. M/s C.B Chajjed and Co, Chartered Accountants, have intimated their consent and eligibility for continuation of their appointment as the Statutory Auditors of the Company for the Financial Year 2015-16.0n the recommendation of the Audit Committee, the Board proposes the ratification of their appointment and to fix their remuneration by the members at the ensuing Annual General Meeting of the Company.

Auditors' Report

There is no adverse remark or disclaimer, qualification or reservation in the Auditors' Report

b. Secretarial Auditor

Mr.S.Anantha Rama Subramanian (CP1925), Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15,as required under Section 204 of the Companies Act, 2013 and Rules made thereunder.

The Secretarial Audit report for Financial year 2014-15 forms part of Annual Report as Annexure C to the Board's Report.

With respect to the observation of the Secretarial Auditor, the Board replies hereunder:-

Observation:

Non-filing of E-Form-MGT10 i.e., Return to be filed with Ministry of Corporate Affairs, whenever there is an increase or decrease of two percent or more in the shareholding of the Promoters and top ten shareholders within 15 days of such change by the Company.

Board's Reply:

The Company files E-Form-MGT10 whenever there is a change of 2% or more calculated on the paid up share capital of the Company.

c. Cost Auditor

Cost Auditor is not required for the Company since it is located in a SEZ Zone, as per the circular issued by the Ministry in this regard.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

The Company has appointed M/s BDO India LLP as Internal Auditors of the Company. The Audit Committee in consultation with the internal auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit. The internal auditors carry out audit, covering inter alia, monitoring and evaluating the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations and submit their periodical internal audit reports to the Audit Committee. Based on the internal audit report and review by the Audit Committee, process owners undertake necessary actions in their respective areas. The internal auditors have expressed that the internal control system in the Company is robust and effective.

The Board has also put in place requisite legal compliance framework to ensure compliance of all the applicable laws and that such systems are adequate and operating effectively.

RISK MANAGEMENT

The Board of Directors has constituted Risk Management Committee consisting of Directors and Non-Director Members. The Board based on the recommendations of the Risk Management Committee has also adopted "Risk Management Policy" of the Company which is hosted on Company's website at www.tarajewels.in

The Committee through its Risk Council shall assess critical and non-critical risks, viz, Strategic, Operational, Financial, Regulatory etc. Your Company continues to attach a high degree of importance to this area and shall ensure that necessary Risk Mitigation Process is in place for each identified risk area at all times.

RELATED PARTY TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arm's length basis; and there are no material related party transactions or arrangement, except the transactions entered by the Company with Fabrikant Tara International LLC (Wholly Owned Subsidiary).

The disclosure in from AOC-2 (Annexure D) is attached to this report. All the Related Party Transactions entered during the year under review are set out under Note 40 to the Financial Statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.tarajewels.in. www tarajewels.in. (weblink:wwwtarajewels.in/investorrelations/corporategovernance/policies.)

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company except by way of remuneration paid to the Managing Director and sitting fees and Commission paid to other Non-Executive Directors.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Information as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Details are as follows:

Name Designation Remuneration

Mr. Rajeev Sheth Chairman and Rs.17,164001- Managing Director

Mr. Sanjay Sethi Executive Director (Finance) Rs. 6426.780l- and CFO

Mr. Vikram Raizada Executive Director (Sales) Rs 9,890,852/-



Name Nature of Qualification/ Employment Experience

Mr. Rajeev Sheth Contractual Around 33 years,

Mr. Sanjay Sethi Contractual Around 25 years

Mr. Vikram Raizada Resigned w.ef. NA January 2,2015

Name Date of Age of Last Employment Commencement of Employee held before Employment joining the company

Mr. Rajeev Sheth Since Incorporation 57 Intergold India

Mr. Sanjay Sethi As, a CFO w.ef. 50 Bhatia Group as March 1,2014 Group CFO

As Executive Director w.ef. July 1,2014

Mr. Vikram Raizada NA NA NA

Name Percentage Whether any Employee of shares is a relative of any held director or manager of the Company

Mr. Rajeev Sheth 58.95% NIL

Mr. Sanjay Sethi NIL NIL

Mr. Vikram Raizada NIL NIL

However the information required under section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before the 14th Annual General Meeting during the business hours on working days.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act, read with CSR Rules, the Company has constituted CSR Committee and formulated CSR Policy.

A Board level committee have been constituted consisting of the following members:

Name Designation

Mr. Rajeev Sheth Chairman and Member

Mr. Ravindran M.P Member

Ms. Fern Mallis Member

Initiative Taken:

The Company has not made any expenditure on CSR as the Company is still in the process of identifying the eligible project. The Company intends to contribute the money for CSR activities as soon as the project is identified.

DEPOSITS

During the year 2014-15, the Company did not accept any deposit from public.

SIGNIFICANT AND MATERIAL ORDERS

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

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 prepared in form MGT 9 is annexed herewith as Annexure E.

DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.

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

a) in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any,

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

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

d) the Directors have prepared the annual accounts on a going concern basis,

e) the Directors have laid down internal financial controls, to be followed by the company and that such internal financial controls are adeguate and were operating effectively, and

f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adeguate and operating effectively.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement entered into with the stock exchanges, a separate section on Corporate Governance practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out separately under Corporate Governance Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is giving due consideration for the conservation of energy and all efforts are being made to properly utilize the energy resources.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014,is annexed herewith as Annexure F.

DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

HUMAN RESOURCE

Your Company firmly believes that employees are the most valuable assets and key players of business success and sustained growth. Various employee benefits, recreational and team building programs are conducted to enhance employee skills, motivation as also to foster team spirit. Company also conducts in house training programsto develop leadership as well as technical/functional capabilities in order to meet future talent reguirements. Industrial relations were cordial throughout the year.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has a policy on prevention of Sexual Harassment in line with the reguirements of The Sexual Harassment of Women at Workplace (Prevention, Harassment, Redressal)Act, 2013. The Committee has been set up to redress complaints received regarding Sexual Harassment. All Employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the year 2014-2015 no complaints were received regarding sexual harassment.

APPRECIATION

Your Directors place on record their sincere thanks and appreciation for the confidence reposed and continued support extended by Central and State Governments, Bankers, Customers, Suppliers and Shareholders. Your Board would like to place on record its sincere appreciation to the employees for the dedicated efforts and contribution in playing a very significant part in the Company's operations.

For and on behalf of the Board of Directors

Place : Mumbai RAJEEV SHETH

Date : August 13, 2015 Chairman & Managing Director (DIN: 00266460)

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Mar 31, 2014

To The Members

TARA JEWELS LIMITED

The Directors present the Thirteenth Annual Report of the Tara Jewels Limited ("TJL/ Tara Jewels / the Company") for the year ended March 31, 2014.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ("FY") 2013-14 is summarised below:

Particulars Standalone 2013-14 2012-13

Total Income 1,422.12 1,388.07

Less: Expenditure 1,339.01 1,289.63

Profit Before Tax and Depreciation 83.11 98.44

Less: Depreciation 20.69 12.99

Profit Before Tax 62.42 85.45

Less: Tax 22.98 19.21

Net Profit After Tax 39.44 66.24

Particulars Consolidated 2013-14 2012-13

Total Income 1,700.78 1,640.38

Less: Expenditure 1,602.91 1,530.83

Profit Before Tax and Depreciation 97.87 109.55

Less: Depreciation 21.51 13.90

Profit Before Tax 76.36 95.65

Less: Tax 25.99 21.98

Net Profit After Tax 50.37 73.67

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS-21 and Accounting Standard AS- 23, consolidating the Company’s accounts with its subsidiaries have also been included as part of this Annual Report.

DIVIDEND

Your Board of Directors had declared and paid an Interim Dividend @10% of the Face Value of the Equity Shares i.e. Re.1/- per share, during the year under review.

With a view of conserving the profits of the Company for future expansion of the business, the Directors do not recommend Final dividend on the Equity Share Capital of the Company for the Financial Year ended 2013-14.

OVERVIEW

The Company achieved a turnover of Rs. 1,422.12 crore for the Financial Year 2013-14 as against Rs. 1,388.07 crore for the Financial Year 2012-13 representing an increase of 2.45 %. Net Profit After Tax was Rs. 39.44 crore for the Financial Year 2013-14 against Rs. 66.24 crore for the Financial Year 2012-13 registering an decrease of 40.46 %. Income from Exports for the Financial Year 2013-14 was Rs. 1,166 crore against Rs. 1,076 crore for the Financial Year 2012-13 representing an increase of 8.36% and Income from Retail business for the the Financial Year 2013-14 was Rs. 232.34 crore against Rs. 231.16 crore for the Financial Year 2012-13 representing an increase of 0.51%.

Utilisation of IPO proceeds:

As you are aware, the Company had initiated and completed its Initial Public Offer (IPO) in November, 2012 and the Shares of the Company was listed with the BSE Limited and the National Stock Exchange of India Limited on December 06, 2012. The net proceeds received from the IPO have been fully utilised by the Company during the financial year 2013-14 as detailed below:

Particulars Amount utilised (Rs In Lakhs)

Finance the establishment of new retail stores 6,648.90

Repayment / pre-payment of loans 5,000.00

General corporate purposes and issue related expenses 3,351.10

TOTAL 15,000.00

There was no variation in the utilisation of net proceeds as against those stated in the Prospectus dated November 26, 2012.

AWARDS AND RECOGNITIONS:

During the current year, your Company won the “Best Store Design of the year - Single Brand category” at the Economic Times Retail Awards 2013.

Tara Jewellers also won award for “Luxury retailer of the year” at the Star Retailer Awards 2013.

SHARE CAPITAL:

During the year under review, the Authorised Share Capital of the Company of Rs. 300,000,000/- did not undergo any change. The Paid-up Share Capital increased from Rs. 245,774,820/- (comprising of 24,577,482 Equity Shares of Rs. 10/- each) to Rs. 246,228,500/- (comprising of 24,622,850 Equity Shares of Rs. 10/- each) as a result of allotment of 45,368 Equity Shares pursuant to exercise of ESOPs.

SUBSIDIARIES:

The Subsidiaries and step down subsidiaries of the Company as on March 31, 2014 are as follows:

Tara (Hong Kong) Limited Tara Jewels Holdings Inc. Fabrikant-Tara International, LLC. Tara China Jewelry Limited

The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding in subsidiary companies and the summary of the key financials of the Company’s subsidiaries is included in this Annual Report. The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard AS21 form part of the Annual Report. Upon written request from the member, the Company Secretary will make these documents available. These documents will be available for inspection at the Company’s Registered Office, between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, till the date of the Annual General Meeting.

DIRECTORS:

In accordance with the provisions Section 152 of the Companies Act, 2013, no independent Director is liable to retire by rotation. Only the Executive Directors and Non-executive Directors, who are not independent Directors are liable to retire by rotation. In view of this new provision of the Act, Mr. Vikram Raizada, Whole- time Director (Retail) of the company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Please note that this re-appointment shall not be treated as break in his appointment as whole-time Director of the Company. Your Directors recommend his re-appointment. Mr. Rajeev Sheth, Chairman and Managing Director holds office as not liable to retire by rotation.

Mr. Sanjay Sethi was appointed as an Additional Director of the Company with effect from July 01, 2014 and he holds office upto the date of the ensuing Annual General Meeting. The Company has received Notice under Section 160 of the Companies Act, 2013, along with required deposit, from a member proposing his candidature as Director, liable to retire by rotation.

Further, your Board of Directors is seeking the appointment of all the existing Independent Directors, viz. Mr. Nikkhil Vaidya, Mr. Rakesh Kalra, Mr. Rajiv Lochan Jain, Ms. Fern Mallis, Mr. Francois Claude Robert Arpels and Mr. Shanti Saroop Khindria as Independent Directors of the Company in terms of Section 149 of the Companies Act, 2013, for a period of (5) Five years with effect from April 01, 2014 up to March 31, 2019, with their period of office not liable to be determined by retirement of Directors by rotation.

The Company has received notices from members under Section 160 of the Companies Act, 2013 along with required deposits proposing the appointments of Mr. Nikkhil Vaidya, Mr. Rakesh Kalra, Mr. Rajiv Lochan Jain, Ms. Fern Mallis, Mr. Francois Claude Robert Arpels and Mr. Shanti Saroop Khindria, as Independent Directors of the Company at this Annual General Meeting.

The Company has also received the requisite disclosures/ declarations from the said Directors as required under Section 149 and other applicable provisions of the Companies Act, 2013.

Appropriate Resolutions seeking the appointments of the above Directors of the Company, have already been included in the notice of the Annual General Meeting.

The Board of Directors recommends the appointment / re- appointments of all the above Directors at the ensuing Annual General Meeting.

COMPANY SECRETARY

Mr. Amol Raje resigned as the Company Secretary and Compliance Officer of the Company with effect from April 05, 2014 and Ms. Jayshree Soni, Member of the Institute of Company Secretaries of India was appointed as the Company Secretary of the Company with effect from April 21, 2014.

WHOLE-TIME KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provision of Section 203 of the Companies Act, 2013 every Listed Company is required to have certain officers of the Company as Whole-time Key Managerial Personnel. Your Board of Directors has taken note of the existing office of the following personnel as Whole-time KMP of the Company:

Mr. Rajeev V. Sheth, Chairman & Managing Director Mr. Sanjay Sethi, Chief Financial Officer Ms. Jayshree Soni, Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, your Directors hereby confirm that:

a. in the preparation of the annual accounts for the Financial Year 2013-14, the applicable accounting standards have followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2013-14 and of the profit of the Company for that year;

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

d. they have prepared the Annual Accounts for the 2013-14 on a going concern basis.

RELATED PARTY TRANSACTIONS

A statement of related party transactions pursuant to Accounting Standard 18 forms a part of the Annual Report.

AUDITORS

M/s. C.B. Chhajed & Co., Chartered Accountants, who are the Statutory Auditors of the Company are liable to retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors at their Meeting held on May 28, 2014, on the recommendation of the Audit Committee, proposed to re-appoint M/s. C.B. Chhajed & Co. as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the Sixteenth Annual General Meeting (i.e. for a term of 3 years) of the Company. As required under provisions of Section 139 of the Companies Act, 2013, the Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the provisions of the Act.

AUDITORS’ REPORT:

With respect to observation of the Auditors under Sr. No. 9(b) of the Annexure to the Auditors Report, the management is optimistic that the outcome of the disputed matter will be in Company’s favour.

COST AUDITORS

As per Section 148 read with Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Ketki Visariya & Company (Firm Registration No. 00362), Cost Accountants (Membership No. 20457) as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee.

The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 60,000/- p.a. plus Service Tax and out of pocket expenses, if any.

Necessary resolution seeking your ratification for the proposed remuneration to be paid to the Cost Auditor has already been included in the notice of the Annual General Meeting.

PARTICULARS OF EMPLOYEES

Particulars of Employees for the year 2013-14, pursuant to Section 217(2A) of the Act, read with Companies (Particulars of Employees) Amendment Rules, 2011 is provided in Annexure 1, forming a part of the Directors’ Report.

HUMAN RESOURCES

As on March 31, 2014 the Company had 1730 employees on its roles. The Company highly values its human resources and is continuously updating the knowledge and skills of its employees through trainings and other programmes. The Company is also recruiting talented employees based on the requirements of the Company.

POSTAL BALLOT

During the year under review the Company obtained the approval of the members of the Company vide Postal Ballot for following matters:

a) Increasing the borrowing powers of the Board under Section 293(1)(d) and for creation of charge / provide the assets of the Company as security under Section 293(1)(a) of the Companies Act, 1956; and

b) To allott not exceeding 305,000 convertible warrants to Bennett Coleman & Company Limited on a preferential allotment basis, convertible into equal number of Equity Shares of the Company not later than 18 months from the date of their allotment in accordance with SEBI (ICDR) Regulations. The said warrants have been allotted on April 02, 2014. The details are provided in the Corporate Governance Report.

ESOP SCHEMES OF THE COMPANY

a) ESOP Scheme 2010:

With a view of motivating, rewarding and retaining talent in the Company, the Directors at their meeting held on September 2, 2010 approved and adopted the Employee Stock Option Scheme 2010 (“ESOP 2010”). The ESOP 2010, has been divided into Grant A and Grant B. The Company has granted a total of 509,025 options convertible into 509,025 Equity Shares which represents 2.83% of the then paid-up capital of the Company. Further, options granted under this scheme shall not exceed 5 % of the Equity Share Capital of the Company at any point of time. Out of the total number of options granted, 422,571 options convertible into 442,571 Equity Shares are granted under Grant A and 66,454 options convertible into 66,454 Equity Shares are granted under Grant B.

As on March 31, 2014, 45,368 options have been converted into 45,368 Equity Shares pursuant to exercise of options by five employees of the Company.

b) ESOP Scheme 2013

Your Company has implemented an ESOP Scheme 2013, pursuant to the approval of the members of the Company vide Postal Ballot, for granting options to the employees of the Company who are deemed to be valuable to the Company and who have the potential to take the Company to newer heights. The Company has constituted a Compensation Committee of the Board of Directors of the Company to administer the ESOP Scheme, 2013. The Compensation Committee of the Board at its meeting held on July 25, 2013 has granted a total of 242,956 options convertible into 242,956 Equity Shares which represents 0.98% of the then paid-up share capital of the Company.

The disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Schemes and Employee Stock Purchase Schemes) Guidelines, 1999 are provided in Annexure 2, forming part of the Directors’ Report.

DEPOSITS

Your company has not accepted any fixed deposits from the public during the year 2013-14 and is therefore, not required to furnish information in respect of outstanding deposits under the Non- banking, Non-financial Companies (Reserve Bank) Directions, 1966 and Companies (Acceptance of Deposits) Rules, 1975.

CORPORATE GOVERNANCE

A detailed report on the Corporate Governance in compliance with Clause 49 of the Listing Agreement forms as a part of the Annual Report. A Certificate from a Practising Company Secretary on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee comprising of Mr. Rajeev V. Sheth as the Chairman and Mr. Vikram Raizada and Ms. Fern Mallis as other Members of the Committee.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) dealing with the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The Company is under process of identifying the areas in which CSR activities shall be undertaken.

NOMINATION AND REMUNERATION COMMITTEE

In Compliance with the provisions of Companies Act, 2013, your Company re-aligned its existing Remuneration Committee as “Nomination and Remuneration Committee” with enhanced scope and functions as stipulated under the Companies Act, 2013. The Nomination and Remuneration Committee of the Company comprises of Mr. Rakesh Kalra as Chairman of the Committee, Mr. Nikkhil Vaidya and Mr. Rajiv Lochan Jain as members of the Committee.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

Your Company re-aligned its existing ‘shareholders/Investors Grievances Committee’ as ‘Stakeholders’ Relationship Committee’, with an enhanced scope and functioning. The stakeholders Relationship Committee Comprises of Mr. Rajiv Lochan as Chairman of the Committee and Mr. Sanjay Sethi and Mr. Vikram Raizada as Members of the Committee.

RECONSTITUTION OF COMMITTEES OF THE BOARD

The following committees of the Board of Directors of the Company has been reconstituted due to resignation of Ms Nalini Rajan, Whole-time Director and appointment of Mr. Sanjay Sethi, Whole-time Director w.e.f. July 01, 2014:

1) Audit Committee

2) Finance Committee

3) Allottment Committee

4) Compensation committee

5) Management and Administration Committee

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges on corporate governance, is presented in a separate section of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGICAL ADOPTIONS, AND INNOVATIONS

In view of the nature of the activities carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption, to the company are not applicable.

ACKNOWLEDGEMENT

The Directors would like to thank all the shareholders, customers, vendors, bankers and employees for their continued support, co- operation and contribution to the growth of the Company during the year.

The Directors would also like to thank The Reserve Bank of India, Ministry of Corporate Affairs, the Customs and Excise Departments, Ministry of Commerce and Industry, Income Tax Department and various other government organisations and Banks for their support and confidence in the Management.

For and on behalf of the Board of Directors TARA JEWELS LIMITED

Rajeev Sheth Date: August 12, 2014 Chairman and Managing Director Place: Mumbai DIN: 00266460

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Mar 31, 2013

To The Members of TARA JEWELS LIMITED

The Directors present the Twelfth Annual Report of the Tara Jewels Limited ("TJL/ Tara Jewels / the Company") for the year ended 31st March, 2013.

FINANCIAL RESULTS

The performance of the Company for the Financial Year ("FY") 2012-13 is summarised below:

(Rs. in Crore)

Particulars Standalone Consolidated

FY 2012-13 FY 2011-12 FY 2012-13 FY 2011-12

Total Income 1,388.07 1,281.47 1,640.38 1,401.06

Less: Expenditure 1,289.63 1,200.73 1,530.83 1,314.46

Profit Before Tax and Depreciation 98.44 80.74 109.55 86.60

Less: Depreciation 12.99 13.30 13.90 14.23

Profit Before Tax 85.45 67.44 95.65 72.37

Less: Tax 19.21 16.72 21.98 18.48

Net Profit After Tax 66.24 50.72 73.67 53.89

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared as per Accounting Standard AS-21 and Accounting Standard AS-23, consolidating the Company''s accounts with its subsidiaries have also been included as part of this Annual Report.

DIVIDEND

With a view of conserving the profits of the Company for future expansion of the business, the Directors do not recommend dividend on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2013.

OVERVIEW

Financial Year 2012-13 has been good for your Company. The Company achieved a turnover of 1,383.60 Crore for the Financial Year 2012-13 as against Rs. 1,279.90 Crore for the Financial Year 2011-12 representing an increase of 8.10%. Net Profit After Tax was Rs. 66.24 Crore for the Financial Year 2012-13 against Rs. 50.72 Crore for the Financial Year 2011-12 registering an increase of 30.61%.

Income from Exports for the Financial Year 2012-13 was Rs. 1,076 Crore against Rs. 1,014 Crore for the Financial Year 2011-12 representing an increase of 6.12% and Income from Retail business for the the Financial Year 2012-13 was Rs. 231.16 Crore against Rs. 183.48 Crore for the Financial Year 2011-12 representing an increase of 25.98%.

The Nominated Agency status of the Company has been renewed for the year 2013-14. By virtue of this, the Company is able to import precious metals directly from foreign suppliers.

IPO OF THE COMPANY :

The Initial Public Offer (IPO) of the Company opened for subscription on 21st November, 2012 and closed on 23rd November, 2012. It was first in about five months and paved the way for the IPOs of other companies subsequently. The Price Band was fixed at Rs. 225/- - Rs. 230/-. It got subscribed 1.98 times, wherein the Qualified Institutional Buyers (QIBs) Category was subscribed 1.49 times, Non Institutional Investors Category was subscribed 3.1 times and the Retail Individual Investors (RIIs) Category was subscribed 2.05 times. The Cut-Off price was determined as Rs. 230/- per share. 9,829 applicants were allotted shares in the IPO.

The Company was listed with the BSE Limited (The Bombay Stock Exchange) and the National Stock Exchange of India Limited (NSE) on 6th December, 2012.

Crystalon Finanz AG, an affiliate of Swarovski, came in as a pre-IPO investor. Universities Superannuation Scheme Limited (USSL) as trustee of Universities Superannuation Scheme (United Kingdom) and D B International Asia Limited came in as anchor investors.

The objects for which the money was raised through the IPO included setting up of additional 20 showrooms and repayment of debt of Rs. 50 Crore. Out of the 20 showrooms, 7 (Jaipur, Jodhpur, Udaipur, Jallandhar, Ludhiana Bhatinda and Shoppers Stop - Vashi) are already up and running, while the debt of Rs. 50 Crore has been repaid. Remaining locations have been identified and are at various stages of completion and commencement.

AWARDS AND RECOGNITIONS:

During the current year, your Company won the Print Campaign of the Year 2012 award at the 8th Annual Gemfields Rio Tinto Retail Jeweller India Awards 2012.

''Tara Jewellers'' also won the prestigious award for The Best Store Design of the year - Single Brand category at the Economic Times Retail Awards 2013.

SHARE CAPITAL

During the year under review, the Authorised Share Capital of the Company of Rs. 300,000,000/- did not undergo any change. The Paid-up Share Capital increased from Rs. 180,000,000/- (comprising of 18,000,000 equity shares of Rs. 10 each) to Rs. 245,774,820/- (comprising of 24,577,482 equity shares of Rs. 10 each) as a result of allotment of 1,800,000 equity shares to Crystalon under Pre-IPO offer, 4,760,869 equity shares under IPO offer and 16,613 equity shares pursuant to exercise of ESOPs.

SUBSIDIARIES

The Subsidiaries and step down subsidiaries of the Company as on 31st March, 2013 are as follows:

Tara (Hong Kong) Limited Tara Jewels Holdings Inc.

Fabrikant-Tara International, LLC.

Tara China Jewelry Limited

Tara Jewels Honduras, Sociedad de Responsabilidad Limitada

The Board of Directors, in their meeting held on 16th May, 2013, has approved the closure of Tara Jewels Honduras, Sociedad de Responsabilidad Limitada.

This Company was set up to tap the potential of Central American market for jewellery and if required, to set up a manufacturing facility there.

Based on the analysis of the past two years, the potential in those markets did not merit setting up of a manufacturing facility there. Consequently, the office there could also be done away with which would result in cost saving for the Company. Hence, the decision to close the Company was taken.

The Statement pursuant to Section 212 of the Companies Act, 1956, pertaining to holding in subsidiary companies is attached. The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard AS21 form part of the Annual Report. Upon written request from the member, the Company Secretary will make these documents available. These documents will be available for inspection at the Company''s Registered Office, between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays, till the date of the Annual General Meeting.

DIRECTORS

Mr. Rakesh Kalra and Mr. Rajiv Lochan Jain, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting ("AGM") and being eligible, offer themselves for re-appointment. Further, Mr. Sandro Brodbeck and Mr. Francois Arpels, who were appointed as Additional Directors, hold office up to the date of the ensuing Annual General Meeting. Your Company has received notices in writing from members proposing their candidature for the office of Directors of the Company, liable to retire by rotation, under the provisions of Section 257 of the Companies Act, 1956. Your Directors recommend their respective re-appointment/appointment as Directors of the Company liable to retire by rotation.

During the year Ms. Aarti Sheth and Ms. Alpana Deo resigned as Directors of the Company. Your Board place on record their appreciation for their contribution for the business of the Company during their tenure as the Directors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, your Directors hereby confirm:

a. that in the preparation of the annual accounts for the Financial Year 2012-13, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2012-13 and of the profit of the Company for that year;

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

d. they have prepared the Annual Accounts for the FY 2012- 13 on a going concern basis.

RELATED PARTY TRANSACTIONS

A statement of related party transactions pursuant to Accounting Standard 18 forms a part of the Annual Report.

AUDITORS

M/s. C.B. Chhajed & Co., Chartered Accountants, who are the Statutory Auditors of the Company are liable to retire at the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Board of Directors at their Meeting held on 25th July, 2013, on the recommendation of the Audit Committee, proposed to re-appoint M/s. C.B. Chhajed & Co. as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The Auditors have signified their willingness to accept the appointment, if made, and further confirmed their eligibility under Section 224(1B) of the Act.

AUDITORS'' REPORT

With respect to the observation of the Auditors under Sr. No. 9(b) of the Annexure to the Auditors'' Report, the management is optimistic that the outcome of the disputed matters will be in Company''s favour

PARTICULARS OF EMPLOYEES

Particulars of Employees for the year 2012-13, pursuant to Section 217(2A) of the Act, read with Companies (Particulars of Employees) Amendment Rules, 2011 is provided in Annexure 1, forming a part of the Directors'' Report.

HUMAN RESOURCES

As on 31st March, 2013 the Company had 1561 employees on its roles. The Company highly values its human resources and is continuously updating the knowledge and skills of its employees through trainings and other programmes. The Company is also recruiting talented employees based on the requirements of the Company.

POSTAL BALLOT

During the year under review the Company obtained the approval of the members of the Company vide Postal Ballot for the implementation of new Employee Stock Option Plan (ESOP Scheme 2013) and also for the alteration of the Objects the Issue as mentioned in the Prospectus of the Company dated 26th November, 2012.

ESOPSCHEME

ESOP SCHEME 2010

With a view of motivating, rewarding and retaining talent in the Company, the Directors at their meeting held on 2nd September, 2010 approved and adopted the Employee Stock Option Scheme 2010 ("ESOP 2010"). The ESOP 2010, has been divided into Grant A and Grant B. The Company has granted a total of 509,025 options convertible into 509,025 equity shares which represents 2.83% of the then paid-up capital of the Company. Further, options granted under this scheme shall not exceed 5 % of the Equity Share Capital of the Company at any point of time. Out of the total number of options granted, 422,571 options convertible into 442,571 Equity shares are granted under Grant A and 66,454 options convertible into 66,454 Equity shares are granted under Grant B.

As on 31st March, 2013, 16,613 options have been converted into 16,613 equity shares pursuant to exercise of options by four employees of the Company.

The disclosures pursuant to Clause 12 of the SEBI (Employee Stock Option Schemes and Employee Stock Purchase Schemes) Guidelines, 1999 are provided in Annexure 2, forming a part of the Directors'' Report.

ESOP SCHEME 2013

Your Company has implemented an ESOP Scheme 2013, pursuant to the approval of the members of the Company vide Postal Ballot, for granting options to the employees of the Company who are deemed to be valuable to the Company and who have the potential to take the Company to newer heights. The Company has constituted a Compensation Committee of the Board of Directors of the Company to administer the ESOP Scheme, 2013.

DEPOSITS

The Company has not accepted any deposit from the public during the year within the meaning of the provisions of Section 58A of the Companies Act, 1956 and The Companies (Acceptance of Deposits) Rules, 1975, as amended.

CORPORATE GOVERNANCE

Your Company''s Equity Shares got listed on 6th December, 2012 both on BSE Limited (BSE) & National Stock Exchange of India Limited (NSE). A detailed report on the Corporate Governance in compliance with Clause 49 of the Listing Agreement forms as a part of the Annual Report. A Certificate from a Practising Company Secretary on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges on corporate governance, is presented in a separate section of this Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars FY 2012-13 FY 2011-12 (Rs. in Crore) (Rs. in Crore)

Foreign Exchange 1,076.36 1,014.20 Earnings

Outgo 478.03 381.34

The Company primarily exports to Australia, China, Canada, European Union, South Africa, UAE, UK and USA. The Company is exploring new opportunities for developemnt of export markets in New Zealand and additional countries in the European Union.

CONSERVATION OF ENERGY, TECHNOLOGICAL ADOPTIONS, AND INNOVATIONS

In view of the nature of the activities carried out by the Company, Rules 2A and 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption, to the Company are not applicable.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, M/s. Ketki D. Visariya & Company (Firm Registration No. 00362), Cost Accountants (Membership No. 20457) have been appointed as the Cost Auditors to issue the Cost Audit Report under the Companies (Cost Audit Report) Rules, 2011 for the Financial Year ended 31st March, 2014.

ACKNOWLEDGEMENT

The Directors would like to thank the customers, vendors, bankers and employees for their continued support, co- operation and contribution to the growth of the Company during the year

The Directors would also like to thank the Shareholders, The Reserve Bank of India, Ministry of Corporate Affairs, the Customs and Excise Departments, Ministry of Commerce and Industry, Income Tax Department and various other government organisations and Banks for their support and confidence in the Management.

For and on behalf of the Board of Directors

TARA JEWELS LIMITED

Rajeev Sheth

Chairman and Managing Director

Date: July 25, 2013

Place: Mumbai