To

The Members

Your Directors present the Twenty-ninth Annual Report together with the Audited Accounts for the year ended 31^st March, 2015.

FINANCIAL RESULTS

OPERATIONAL REVIEW

The revenues during the year under review were Rs. 121,012 as against Rs.175,366 in the previous year. Net Loss after tax during the year was Rs.14,90,399 as against a net loss of Rs.18,66,972 in the previous year. During the year under review the company was able to realize only a small part of its outstanding receivables from Bombay Diamonds Co. Pvt Ltd. As against a total outstanding of Rs. 451 lacs your company received only Rs. 55 lacs. Your company is contemplating legal action against the defaulting customers to recover its dues.

Your company is also following from other companies, who are in default of payment, namely, Forever Diamonds Pvt Ltd and Winsome Diamonds and Jewellery Limited. We are informed that these companies’ workings are centered around the revival of Winsome Diamonds and Jewellery Ltd. who are to receive more than Rs. 4500 crores from its overseas customers and against whom they have filed legal suits for recovery in the court at UAE and are awaiting the outcome of the same.

DIVIDEND

Your directors do not recommend any dividend for the year under consideration.

SHARE CAPITAL

The paid up capital of the company stood at Rs. 200 lacs. There were no fresh equity issues during the year.

FINANCE

The cash and cash equivalent was Rs. 407,932. The company does not enjoy any working capital facilities.

.FIXED DEPOSIT

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees covered under the provisions of section 186 of the

Companies Act, 2013. The detail of investments made by the company is given in the notes to the financial statements.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The company has internal control system commensurate with its size.

CORPORATE SOCIAL RESPONSIBILITY

In view of the losses incurred during the year and the net worth & turnover below the prescribed limits, the provisions of Section 135 of the Companies Act, 2013 relevant to ‘Corporate Social Responsibility’ does not apply to the Company and therefore not required to constitute Corporate Social Responsibility Committee and has also not made any provisions towards the same.

OTHER COMMITTEES

The company has constituted the Audit Committee which presently consists of Mr. L R Bhansali, Mr. Shambhubhai Ruparelia and Mr. Dharmendra Ruparelia.

The company has also constituted the Nomination and Remuneration Committee which presently consists of Mr. L R Bhansali, Mr. Shambhubhai Ruparelia and Mr. Dharmendra Ruparelia.

CONSERVATION OF ENERGY

The particulars regarding conservation of energy are not applicable to the Company as the company has no manufacturing activities.

TECHNOLOGY ABSORPTION

In the absence of any production activity there is no need for any technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there were no foreign exchange earnings or outflow.

INDUSTRIAL RELATIONS

The company does not have any manufacturing facility and hence no industrial relation criteria applicable.

DIRECTORS

Mr. L R Bhansali ( DIN 00336959 ) who retires by rotation and being eligible offers himself for re-appointment. Mr. Shambhubhai B Ruparelia ( DIN 00345186 ) and Mr. Dharmendra S Ruparelia ( DIN 05242889 ) were appointed as Additional Directors of the Company and hold office up to the date of forthcoming Annual General Meeting.

Mr Chandrakant B Ruparelia ( DIN 03466930 ) resigned w.e.f. 14^th February, 2014. The Board wishes to place on record the services of Mr. Chandrakant Ruparelia during his tenure as director of the company.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(i) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the loss of the Company for that financial year;

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

(iv) that the Directors have prepared the Annual Accounts on a going concern basis.

(v) 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.

(vi) The directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively

APPLICABILITY TO CLAUSE 49 OF THE LISTING AGREEMENT

Clause 49 of the Listing Agreement related to ‘Corporate Governance’ is not applicable to the Company vide SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15^th September, 2014. Therefore Corporate

Governance Report is not annexed to the Directors’ Report. Nevertheless, the Company adheres to the

Corporate Governance norms in true spirit.

RELATED PARTY TRANSACTIONS

There are no related party transaction during the year under review.

SUBSIDIARY COMPANIES

The company does not have any subsidiary.

WHISTLE BLOWER POLICY

The Company has a vigil mechanism policy to deal with instances of fraud and mis-management, if any.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code required pre-clearance for dealing the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and designated employees while in possession of unpublished sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code.

All Board Directors and designated employees have complied with the Code.

AUDITORS’ REPORT

The observation and qualifications made in the Auditor’s Reportin( italics) are followed by appropriate Board’s reply and explanation (In Bold) as under:

A In respect of Trade receivables, which form a significant

Rs 47,254,644 the auditors have not received any confirmation of balances. The management has obtained confirmation of balances from the respective parties. The amounts have been outstanding for a considerable period of time taking into account the prevailing trade practice in respect of the Company’s business. In view of the above we are unable to comment on the realisability of the debts, and any provision to be made for unrealisability in the carrying amounts of these balances and on the consequential impact on the financial statements.

B The Company has made long term investments in Forever Diamonds Pvt. Ltd., SRV Polishing Technologies and J R Diamonds Pvt Ltd. amounting to Rs.3,45,300. The said investments continue to be valued at cost. In absence of availability of audited financial statements of the above mentioned companies we are unable to comment on the carrying costs of such investments and the provision for diminution in their value . We are unable to comment on the impact of the financial statements of provision for diminution in value of investments.

C In view of what has been stated above regarding recoverability of trade receivables which form a significant amount of the Company’s assets and the impact it could have on the Company’s financials, we are unable to conclude on the ability of the Company to carry on as a going concern.

Basis of Opinion

Because of the significance of the matters described in the Basis of Disclaimer of Opinion paragraph specifically relating to realisability of Trade Receivables, we have not been able to obtain audit evidence to provide a basis for an audit opinion. Accordingly, we do not express an opinion on the financial statement.

AUDITORS

Pursuant to section 139 of the Companies Act, 2013 and the rules framed thereunder Rishi Sekhri and Co., Chartered Accountants, Mumbai were appointed as statutory auditors of company from the conclusion of 28^th Annual general meeting held on 29^th September, 2014 till the conclusion of 32^nd Annual General Meeting to be held in the year 2018, subject to ratification of their appointment at everyAGM.

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies ( Appointment and

Remuneration of Management Personnel ) Rules, 2014 the Company has appointed S G and Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A".

The directors refer to the observations of the Secreterial Auditor and wish to state that the Company is taking necessary stepes to do the needful.

EXTRACT OF ANNUAL RETURN

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

"Annexure B"

PARTICULARS OF REMUNERATION

Disclosures pertaining to remuneration and other details as required under section 197(12) of Companies Act, 2013 read with Rule 5(1), of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules, 2014 -- Nil

None of the employees received remuneration in excess of the limits as prescribed in the information required pursuant to Section 197 read with sub rule (2) of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the company.

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVE DIRECTORS

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the Company’s employees for their Support.