TARA JEWELS LIMITED UAL REPORT - Moneycontrol.com · 2013-08-13 · WE CATER TO DOMESTIC RETAIL...

ANN

REPORT2012

13

UALTARA JEWELS LIMITED

ANNPROPOSITION AT TARA IS DRIVEN BY OUR BUSINESS MODEL.

VALUECO

RPO

RATE R

EVIEW

SMART, SCALABLE, SUSTAINABLE AND TRANSPARENT, IT CREATES A BEAUTIFUL SYNERGY BETWEEN CUSTOMER ASPIRATIONS AND OUR DELIVERY CAPABILITIES.

TARA JEWELS LIMITED 22

AS ONE OF INDIA’S LEADING INTEGRATED JEWELLERY PLAYERS, WE CATER TO DOMESTIC RETAIL CUSTOMERS AND INTERNATIONAL CLIENTS WITH FASHION, BRIDAL AND HANDCRAFTED BESPOKE JEWELLERY.

OFFERING A WIDE PORTFOLIO OF PRODUCTS IN DIAMOND AND GOLD (STUDDED WITH PRECIOUS AND SEMI-PRECIOUS STONES) AND MANY MORE AMONG OTHERS

WE APPRECIATE THE DISCERNING CUSTOMER, WHO CAN BE PASSIONATE ABOUT JEWELLERY AND YET EVER WATCHFUL ABOUT THE RIGHT VALUE AT THE RIGHT PRICE.

FOR OVER 17 YEARS, OUR EXPERIENCE AND EXPERTISE ARE FOCUSED ON MARRYING THE TWO.

ANNUAL REPORT 2012-133

CONTENTS

CONVENTIONAL INDUSTRY. CONTEMPORARY IDEAS.

THE BOARD

LEADERSHIP TEAM

STATUTORY REPORTS

FINANCIAL STATEMENTS

CHAIRMAN’S COMMUNIQUÉ

CONSISTENT AND ROBUST PERFORMANCE

SMALL IS BIG

A STAR IS BORN

DIFFERENT STROKES

DARINGLY DIFFERENT

TRANSPARENCY IS OUR MOST IMPORTANT TRADE SECRET

A HAPPY HARMONY OF TECHNOLOGY AND CRAFTSMANSHIP6

2830323467

14

10

18

12

2224

26

In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take investment decisions. This report and other statements - written and oral – that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking statements will be realized, although we believe we have been prudent in assumptions. The achievements of results are subject to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected. Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

50,000+DESIGNS CATERING TO DIVERSE PREFERENCES

CONTEMEXPERIENCE IN JEWELLERY INDUSTRY

ACROSS THE GLOBE8

OFFICES17+YEARS

CONVENTIONAL INDUSTRY

AT TARA, WE HAVE HELPED ENRICH THE TIME-HONOURED BUSINESS OF JEWELLERY, JEWELLERY-MAKING AND RETAIL WITH OUR CONTEMPORARY IDEAS. THESE HAVE STRENGTHENED OUR BUSINESS PHILOSOPHY IN INDIA AND GLOBALLY. In India, we sell through our retail brand ‘Tara Jewellers’. Internationally, we have collaborated with various large retail chains and well-known designers.

1,550+EMPLOYEE STRENGTH CATERING TO INDIAN AND GLOBAL CUSTOMER DEMANDS


PORARYWITH PROMINENT INTERNATIONAL RETAIL CHAINS

PROMOTED INTERNATIONALLY8+

TIE-UPS6

BRANDS

IDEAS

OUR 35+ DESIGNERS AND 1,000+ CRAFTSMEN HELP DRIVE OUR VALUE PROPOSITION.


PRESENCE IN THE VALUE CHAIN

AWARDS

CONVENTIONAL INDUSTRY. CONTEMPORARY IDEAS.

Majority Indian Exporters

Presence of Tara

Twice awarded Global Supplier of the Year by Walmart in 2005 and 2007

Overall Excellence award, second-highest exporter in the category of studded precious metal jewellery exports in EPZ, by The Gem and Jewellery Export Promotion Council in 2007, 2008 and 2009

Conferred with the status of a ‘Star Trading House’ by the Ministry of Commerce & Industry and have been the highest exporter in gems and jewellery sector for 2009 and 2010

Awarded the ‘Print Campaign of the Year’ by the 8th Retail Jeweller India Awards 2012

Bagged as the ‘Store Design of the Year’ by Economic Times Retail Awards 2013

Polished Diamonds

Job Work

Jewellery

Branded Jewellery

High-end Jewellery

Rough Diamonds


ON THE GLOBAL STAGECaters to retailers across the US, the UK, European Union (12 countries in EU including Austria, Germany and Switzerland), Australia, China, South Africa, UAE and Canada

Headquarters in Mumbai, India Sales and distribution offices Production units Design studios

50RETAIL SHOWROOMS ACROSS 37 INDIAN CITIES•37 operational showrooms*•13 showrooms at launch stage** As on 25th July 2013

90+SHOWROOMS BY 2016-17 TO DRIVE PAN-INDIA PRESENCE

20COUNTRIES CATERED TO ACROSS FIVE CONTINENTS

Phase 1 Stores Phase 2 Stores

UttarakhandPunjab

Delhi

Rajasthan Uttar Pradesh

Chhattisgarh

Gujarat

Goa

Maharashtra

MP

Los AngelesUSA

New York USA

GenevaSwitzerland

MumbaiIndia

Pan YuChina

Hong Kong China

Sydney Australia

Dallas USA


INCOME MIX % REGION-WISE EXPORTS %

USA 46.29CHINA 39.71 (including Hong Kong)

UAE 7.34UK + EUROPE 4.11OTHERS 2.55(Australia, Germany, South Africa, Austria and Belgium)EXPORT 81

DOMESTIC 19

CONSISTENT AND

ROBUST

PERFORMANCE


TOTAL REVENUE ` MNCAGR ↑ 19.66%

10-11 11-12 12-13

EBITDA ` MNCAGR ↑ 25.75%

10-11 11-12 12-13

PAT ` MNCAGR ↑ 33.42%

10-11 11-12 12-13

EARNING PER SHARE (BASIC) `

10-11 11-12 12-13

EARNING PER SHARE(DILUTED)

`

10-11 11-12 12-13

BOOK VALUE PER SHARE `

10-11 11-12 12-13

EBITDA MARGIN % ROCE %

10-11 11-12 12-1310-11 11-12 12-13

11,423972

414

539

737

1,317

1,537

13,991

16,355

23.13

8.51

21 2220

9.41

8.40

23.04

29.84

124

154

20135.73

29.94

35.81


2000 20022001 2003100% integration of operations into SAPImplemented SAP

2011 Co-branded Bridal Programme Cherished Hearts with JC Penney, US

Forayed into the Russia market

Nominated for Regional Retail Chain of the Year

Certified as Nominated Agency as per the Indian Foreign Trade Policy (RE 2008)

M Fabrikant becomes a strategic investor in Tara Jewels

Set up 35,000 square feet state-of-the-art manufacturing facility in SEEPZ, Mumbai

2009 Added two more retail showrooms in India Launched labels - Facets of Love and Candy Hearts with H Samuel, part of the Signet Group, UK

Launched Walmart’s co-branded fashion initiative Heart2Heart

Appointed as a member of SEEPZ Authority Cell governed by the Ministry of Commerce

2010 Added 26 retail showrooms in India

Co-branded Sattva collection with H Samuel, part of the Signet Group, UK

A STARBORNIS


2005 20072006 2008

Established 40,000 square feet manufacturing facility in Panyu, China

Tara’s CMD became the only Indian Director of Jewellers Board of Trade, USA

Highest Export Performance Award (Gems & Jewellery Sector, SEEPZ SEZ) by SEEPZ SEZ

Invention of turntable technology to maximise productivity

Origination of key manufacturing technology for invisible-setting

Launched India retail with three showrooms

Won Highest Export Performance Award (Gems & Jewellery Sector, SEEPZ SEZ) by SEEPZ SEZ

2013 Opened seven new retail showrooms Awarded the Best Store Design of the year at the Economic Times Retail Awards

Acquired the go-forward business of M Fabrikant

2012 Listed on the Bombay Stock Exchange (BSE) and the National Stock Exchange (NSE)

Swarovski joins as strategic investor through one of its associates, Crystalon Finanz AG

Awarded the Print Campaign of the Year by the 8th Retail Jeweller India Awards 2012

Co-branded Bridal Programme with Monique Lhuillier

Added 30th showroom at GK1, Delhi

BORNTara Jewels Office, SEEPZ, Mumbai


CHAIRMAN’S COMMUNIQUÉ

For nearly two decades, we have been consistently creating differentiated value for diverse customers in the global jewellery space. We have come a long way and reinforced our footprint across Europe, America, Africa and Asia. Across these locations, customer preferences are not the same and aspirations keep changing with time. But one thing is certain: the passion for jewellery never wanes, and the well-informed, globally integrated customer looks for an appropriate price-value proposition. We have been successful in catering to the evolving aspirations of people and our international credibility is stronger than ever before.

The Indian market dynamics is also interesting to study and derive appropriate lessons from. The middle-income segment of India’s population is an emerging force to reckon with. At Tara, we wanted to enhance our pan-India visibility to cater to this emerging segment of the population. We first focused on developing our retail footprint in West, Central and North India and then subsequently to the rest of the country. Today, despite challenges, we are witnessing steady growth in our performance in India.

The financial year 2012-13 deepened global pessimism,

as economies underperformed in Europe. The US economy, however, is showing vital signs of recovery. Economic growth in India and China were hit, but the rates of growth in these economies are still better than the developed parts of the world. At Tara, we believe India’s long-term growth prospects remain unscathed by short-term economic volatilities and the Indian customer’s love for brands that provide tangible value is bound to grow sustainably. Going forward, we have to leverage this social megatrend.

STERLING PERFORMANCEAmid a challenging operating environment, we recorded 18% growth in consolidated sales (excluding bullion) from Rs. 13,169 million in 2011-12 to Rs. 15,604 million in 2012-13. Our EBITDA (excluding bullion) grew by 17% from Rs. 1,312 million in 2011-12 to Rs. 1,535 million in 2012-13 and an EBITDA margin (excluding bullion) of 9.8%. Moreover, our net profit increased by 37% from Rs. 539 million in 2011-12 to Rs. 737 million in 2012-13. We witnessed strong momentum, as both our domestic and international businesses registered solid growth on account of higher volumes and operational efficiency.

DEAR FRIENDS,IT GIVES ME IMMENSE PLEASURE TO PRESENT TO YOU THE FIRST ANNUAL REPORT OF TARA JEWELS AFTER OUR IPO AND SUBSEQUENT LISTING ON THE NSE AND BSE. I AM GRATEFUL FOR YOUR HEART-WARMING RESPONSE TO OUR MAIDEN PUBLIC OFFER. THE MARKET CONFIDENCE IN OUR ABILITY HAS ENHANCED OUR RESPONSIBILITY MANIFOLD. WE INTEND TO CONTINUE SEEKING NEW VISTAS OF OPPORTUNITY TO CREATE EXCEPTIONAL VALUE FOR ALL OUR STAKEHOLDERS.

Rajeev ShethChairman and Managing Director


Our international business saw robust growth in order book due to addition of large stock keeping units (SKUs) and expansion across geographies. Our retail business saw volume growth and showroom expansion. During the year, we reduced short-term debt by Rs. 1,115 million through IPO proceeds and internal accruals. Moreover, we launched two new television commercials that enhanced our visibility.

IPOWe raised Rs. 1,795 million through an initial public offer (IPO). The proceeds are proposed to be used to establish retail showrooms and retire loans. The anchor investment portion and the actual IPO were both oversubscribed. Moreover, Crystalon Finanz AG, an affiliate of Swarovski, came in as a pre-IPO investor and Universities Superannuation Scheme Limited (USSL) as a trustee of Universities Superannuation Scheme (the United Kingdom) and D B International Asia Ltd came as an anchor investor.

REGULATORY CHANGEDuring 2012-13, the government’s import duty hike on gold and platinum severely impacted the jewellery players. But we were not affected by this regulatory change as we procure majority of our gold through state-owned firms, such as MMTC Limited and State Trading Corporation. Moreover, over 80% of our revenue is driven by exports, thus offering a natural hedge.

EVOLVING INDUSTRYThe US is the world’s largest market for jewellery followed by China, India and the Middle East. In Europe, the UK and Italy are the largest consumers. These regions account for around 80% of the total global sales. Now the focus for future growth in jewellery industry depends on emerging markets like India, China, Latin America, the Middle East and Southeast Asia. These regions are expected to emerge as the largest consuming markets for both traditional as well as branded jewellery and overtake the US market in gems and jewellery consumption by the next decade.

In India, organised retailers account for a mere 18% of the total jewellery retail market. With consumer preference for hallmark certification and quality

products, organised jewellery retail is bound to grow. Moreover, new-generation jewellery buyers are showing preference for branded jewellery. To capitalise on this trend, we are investing in brand-building exercises, which will lead to higher growth in the branded jewellery segment for us.

LEVEL-NEXT STRATEGYOur priorities for level-next growth comprise the following:

IndiaWe want to expand our retail presence in the suburbs of metro cities and target other town classes with higher concentration of mid-income segment. We are also looking at joint venture opportunities with designer boutiques to foray into the high-end retail jewellery segment. Besides, we also intend to enter into unexplored geographies and manufacture innovative jewellery products.

InternationalLooking at the growing international demand for innovative jewellery products, we plan to enhance our customer base in the existing geographies by targeting departmental stores, discount chain stores, fine jewellers and TV shopping networks. To expand our retail footprint, we want to pursue selective strategic acquisitions and joint venture opportunities globally.

At Tara, we will continue to invest in our capabilities to capture a larger market share. Our experienced management team will embrace global opportunities and focus on capability enhancement to strengthen our visibility. On behalf of the entire leadership team at Tara, I express my gratitude to our shareholders, customers and business associates for their continued trust and support.

Best WishesRajeev ShethChairman and Managing Director

Rs 1,795 MILLION

RAISED THROUGH AN INITIAL PUBLIC OFFER (IPO)

Rs 737 MILLION

NET PROFIT


IN A CHALLENGING GLOBAL LANDSCAPE, TARA HAS TRAVELLED A LONG WAY.FROM BEING AFFORDABLE TO BEING

ADMIRED

THE RETAIL SHOWROOMS ARE OWNED AND OPERATED BY US. THIS MODEL ENABLES US TO ENSURE HIGHER QUALITY CONTROL, ENHANCED CONSUMER SERVICE AND ATTRACTIVE MARGINS. THESE SHOWROOMS OPERATE UNDER THE BRAND NAME ‘TARA JEWELLERS’.

SMALLIS BIG

INDIA’S ORGANISED JEWELLERY RETAIL IS STILL NASCENT, BUT THE OPPORTUNITY FOR GROWTH IS UNLIMITED. WITH YOUNG INDIA’S GROWING PASSION FOR BRANDED JEWELLERY, THE BIG PICTURE IS ONE OF OPTIMISM.


37th Showroom launched at Shoppers Stop, Vashi

The Retail Store

SHOWROOMS ROLLED OUT TILL 31ST MARCH, 2013.

30


This segment is largely untapped by organised jewellery companies. Looking at the evolving Indian consumer and the changing market dynamics from unorganised to the organised, we, at Tara, chose to enhance our pan-India visibility to cater to the emerging segment of the population. We first focused on developing our retail footprint in West, Central and North India and then subsequently move to the rest of the country.

We launched 20 retail showrooms in the first year of our operations, three years ago. Today, that number has surged to 37 showrooms in 25 cities and we are set to launch 13 more showrooms in FY 2013-14. Our India retail strategy is fairly simple. We have already made a presence in urban areas. The showrooms represent our catchment stakes. Going forward, we intend to expand our retail presence in the suburbs of metro cities and target other town classes with higher concentration of mid-income segment.

OUR RETAIL APPROACHUnique store formatWe believe that showcasing excess designs with low differentiation confuses customers and adds significantly to inventory cost. Therefore, we have developed smart retail store formats in consultation with Fitch, international brand and design consultancy. These are unique and small full-service format stores having in-store workshops, browse-wall display that translates into lower inventory carrying costs due to the absence of desk inventory, real time RFID inventory management system, spectroscopic karat meters, lower operating costs and so on. The best practices in international retail have been adopted to this effect.

OUR GROWTH STRATEGY IS DIFFERENT FROM THE CONVENTIONAL APPROACH. WE BELIEVE THAT THE PREFERENCE FOR CERTIFIED AND BRANDED JEWELLERY IS GAINING TRACTION AMONG THE COUNTRY’S BURGEONING MIDDLE-INCOME POPULATION.


ENHANCING CUSTOMER KNOWLEDGE

We have made the purchase process of diamond jewellery transparent, by hiring experienced and trained jewellery consultants to explain the authenticity of the diamonds, providing complete break-up of the jewellery purchase process and introducing buyback and exchange programmes. We believe these measures, coupled with customer education programmes, will boost customer’s confidence, resulting into higher sales.

DESIGNINGWe offer a catalogue of 50,000 designs

FINISHING

CLEANING AND INSPECTION

CAD

FINISHED PRODUCT

DE-INVESTING

SETTING

1 3

6

2

7

4

5

Improving customer experience Our customised delivery model drives higher margins; ‘made to order’ constitutes around 30% of India’s retail business.

MADE-TO-ORDER MODEL


DIFFERENT STROKES


EXQUISITE COLLECTIONS FOR THE INDIAN MARKET


DARINGLY

DIFFERENT

CATERING TO INTERNATIONAL MARKETS

We export diamond-studded jewellery or gems-studded jewellery to large global retailers (Walmart, JC Penney, Signet and Sterling among others). Moreover, we have various collaborative branding efforts including Fine Jewellery from Monique Lhuillier, Enchanted Love, Facets, Cherished Hearts and Heart2Heart. This is a differentiated approach, which reflects our business prudence.

We have collaborated with many of the world’s largest retailers to penetrate into the key international jewellery markets. We aim to capture these markets through various partnerships and co-branding initiatives that ensure increased brand recognition and repeat orders. These collaborations and partnerships have been strongly driven by a proven track record with all major retailers internationally. Our long-term relationships with customers have nurtured as a result of timely delivery of quality products and technical expertise that Tara possesses.

CUSTOMERS ACROSS THE WORLD LOOK FOR TRAILBLAZING INNOVATION THAT STANDS OUT IN THE CROWD. WE STRENGTHEN LONG-TERM RELATIONSHIPS WITH CUSTOMERS, WHICH INCLUDE SEVERAL GLOBAL RETAIL CHAINS, BY STRATEGICALLY ALIGNING OUR OFFERINGS WITH THEIR BUSINESS NEEDS. THIS APPROACH HAS RESULTED IN VARIOUS COLLABORATIVE BRANDING EFFORTS.


We collaborated with renowned bridal designer Monique Lhuillier to bring her sophisticated sense of international style to Blue Nile.

One-of-a-kind engagement rings and wedding bands reflect the elegance and innovative style of Monique Lhuillier.

American Swiss: Leading Jeweller in South Africa Angus Coote: No. 1 Specialty Retailer in Australia Blue Nile: No. 1 Online Specialty Retailer of Jewellery Christ Uhren und Schmuck: Largest chain of jewellers in Switzerland

Ernest Jones: No. 1 Upper Middle Market Jeweller in the UK

Helzberg: Speciality Retailer of Fine Diamond Jewellery

H Samuels: No. 1 Specialty Jeweller in the UK

For ‘Enchanted Love’ (collection of wedding brands with intricate detailing), we collaborated with Erica Courtney, who is one of the most recognised and successful jewellery designers in the US.

A collaboration with Michael Beaudry, award winning couture designer and jeweller to celebrities.

Exclusively designed by the ‘Master diamond cutter’ using the industry’s most stringent cut, quality and desirability standards.

‘Heart2Heart’ is a collection of stylised heart jewellery with diamonds. It was launched by Walmart in 2009.

One of Walmart’s first branded fashion jewellery collections.

Cherished Hearts is a collection of engagement rings and wedding bands launched in J. C Penney.

Each ring has a heart set with a diamond on the side of the ring.

by Erica Courtney ®

KEY BRAND COLLABORATIONS

TARA HAS ENTERED INTO CO-BRANDING INITIATIVES WITH VARIOUS RETAILERS AND LEADING DESIGNERS GLOBALLY.

GLOBAL RETAIL PARTNERS Jared: No. 1 Off-mall Destination Jeweller in the US JC Penney: One of the biggest Mid-range Department Store in the US

Kay: No. 1 Specialty Jeweller in the US Sterns: Leading Regional Departmental Store in South Africa

Walmart: Largest Departmental Store in the US Zales: No. 2 Specialty Retail jewellery chain in the US


A HAPPY

OF TECHNOLOGY AND CRAFTSMANSHIP

HARMONY

THIS IS THE SECRET OF TARA’S UNMATCHED QUALITY EXCELLENCE, WHICH HAS ENABLED US TO STRENGTHEN OUR GLOBAL FOOTPRINT IN THE RETAIL JEWELLERY SEGMENT.

2,200+kgs of gold consumed annually

930,000+ carats of diamonds used annually


OUR STATE-OF-THE-ART TECHNOLOGIES, ADVANCED PROCESSES, BEST-IN-CLASS EQUIPMENT AND TOP-NOTCH EXPERTISE STRENGTHEN OUR BRAND RECALL AND RESPECT.

TECHNOLOGY MATTERS State-of-the-art equipment for wax injection, laser lithography, microscopic precision setting and casting

Improved wax setting technology Using robotics technology to set stone in studs Accessing advanced plating technology, which allows various types of plating on silver; laser technology for stamping and quality testing purposes; and laser soldering machines for assembly

PATENTED TECHNOLOGY Our patented turntable technology is an indigenously developed manufacturing facility based on precision-oriented jewellery

The Princess Invisible Plate Setting in Wax, provided the much awaited solution to secure the Invisible Set Princess diamonds

The invisible plate setting technique helps to: Achieve the perfect diamond level, irrespective of the relevant cut

Avoid missing diamonds and breakage Save time of setting invisible stones Avoid gold reflection completely

PROCESSES Implemented factory within factory concept to increase productivity and reduce cycle time

Developed indigenously researched turntables for maximum precision

PRODUCT QUALITY Our product finish and stone settings meet the global benchmarks of excellence

Exceed industry standards significantly

TRAINING SCHOOLEstablished a Jewellery Manufacturing and Training School, which has been developed with master jewellers and setters from Germany, Switzerland and Italy.

PEOPLE TRAININGWe impart education to the workers. Besides, we also train them on geometry for one year before they start working on the production floor. The objective is to ensure that they have an excellent understanding of the subject, which will help them deliver the best products.

IT PLATFORMWe implemented SAP across all units to facilitate integration and faster operations.

MANUFACTURING SET-UPSFacilities Annual jewellery

production capacity (Kgs)

Unit built-up area(square feet)

SEEPZ, Mumbai (Unit 1)

1,250 28,696.59

SEEPZ, Mumbai (Unit 2)

250 6,781.26

MIDC unit, Mumbai

300 17,654

Panyu unit, Guanghou, China

400 31,452.15

84,584 SQ. FT.

Manufacturing space across four facilities

1,200+Stones set by each diamond setter a day

1.8+Million pieces crafted a year


TRANSPA

TODAY, CUSTOMERS EMBRACE BRANDS THAT STAND FOR TRANSPARENCY AND EVOKE TRUST. AT TARA, WE THINK TRANSPARENCY IS OUR ENDURING STRENGTH AND TRADE SECRET. IT EXTENDS FROM PRODUCTS TO CORPORATE GOVERNANCE.

OUR PRODUCTS ARE NOT ONLY HALLMARKED, BUT CERTIFIED BY QUALIFIED INTERNATIONAL LABORATORIES. OUR CORPORATE PHILOSOPHY ALSO SUPPORTS TRANSPARENT AND SEAMLESS OPERATIONS.


TRANSRENCY

Flexibility and speedThe management’s prompt decision-making abilities enable quick product developments and ensure the right time to market products.

SourcingWe offer guarantees that all diamonds are compliant to Kimberley Process. We support the process fully and ensure that all our diamond suppliers comply with it. Our diamonds are sourced from top-30 multinational vendors and we buy only Good Delivery Gold Bars.

Board of DirectorsTara is governed by an experienced team of Directors having vast experience across varied industries nationally and internationally. This team was instrumental in rolling out retail showrooms in the country.

Transparency The consumers today judge value from a holistic perspective. They look for certified, hallmarked jewellery. Our products are not only hallmarked, but also certified by qualified third-party international laboratories.

IS OUR MOST IMPORTANT TRADE SECRET


1. MR. RAJEEV SHETHPROMOTER, CHAIRMAN AND MANAGING DIRECTORExperience

First-generation entrepreneur with over 31 years of jewellery manufacturing and retail experienceCertified gemologist from Gemological Institute of America, USA and bench jeweller trained in USA and Japan, practiced this art for nine years

JourneyBegan his career by promoting Rose International - a high-end jewellery boutique in 1981, which is now a major player in India and the Middle-East in high–end watches, high-end jewellery and precious stonesSet-up one of India’s first diamond jewellery retail chains, currently known as OrraIntroduced concepts like flexible manufacturing units and turntable technology

AwardsReceived award for the largest exporter for 12 years runningInstrumental in building 14 jewellery factories till date

2. MR. VIKRAM RAIZADAEXECUTIVE DIRECTOR & CEO (RETAIL)Experience

Rich Marketing and Advertising experience spanning over 22 years across the fields of lifestyle, consumer, fashion, jewellery and mediaEducated in Marketing at the University of Southern Queensland, Australia

BOARD

THE

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Involved with jewellery exports and retail in its early days with the then market leader Intergold

Helped MTV India Networks attain and consolidate a leadership position as the Director of Marketing, Communication and Digital

Managed luxury and premium brand launches and marketing as the Head with the Murjani Group

Gained fashion business experience as Head of Fashion with IMG

Managed the Lakme Fashion Week platform

AwardsWon numerous creative and strategy awards for design, communication and marketing

3. MS. NALINI RAJANDIRECTOR - FINANCEResponsibilities

Responsible for planning and control of the finance function

ExperienceApproximately 21 years of experience in the field of finance, of which 14 years have been in the jewellery industry

Education Associate member of the Institute of Chartered Accountants of India

Commerce graduate from Mumbai University

4. MR. SANDRO BRODBECKNON-EXECUTIVE NON-INDEPENDENT DIRECTORExperience

15 years of experience in the premium consumer goods, consulting, energy and natural resources industries

Currently works in Swarovski’s Consumer Goods Business as Vice President jewellery Business Development

Education Masters Degree in Environmental Engineering from the Swiss Federal Institute of Technology in Zürich, Switzerland

Master of Business Administration from the Bocconi School of Management in Milan, Italy

5. MR. FRANCOIS ARPELSNON-EXECUTIVE INDEPENDENT DIRECTORExperience

Managing Director of the Branded Luxury and Consumer Goods practice of international investment Bank Bryan Garnier & Co.

Started career 25 years ago as a shareholder and member of the Executive Committee of Van Cleef & Arpels

Advisor to owners and the executive management of businesses, family offices and institutional investors

6. MS. FERN MALLISNON-EXECUTIVE INDEPENDENT DIRECTORExperience

More than four decades of experience in the Architecture, Design and Fashion

Executive director of Council of Fashion Designers of America from 1991 to 2001 and the Senior Vice President of IMG Fashion from 2001 to 2010

EducationHolds a Degree in Fine Arts from the University of Buffalo

7. MR. RAJIV LOCHAN JAINNON-EXECUTIVE INDEPENDENT DIRECTORExperience

36 years of experience in FMCG, Chemicals & Finance Formerly Managing Director of ICI (India)

EducationMBA from the Whittemore School of Business and Economics Degree in Chemical Engineering IIT (Kharagpur)

8. MR. SHANTI SAROOP KHINDRIANON-EXECUTIVE INDEPENDENT DIRECTORExperience

Close to three decades of experience in the Legal profession.

Admitted as a Solicitor-England & Wales and Solicitor, Incorporated Law Society, Mumbai

Founded Lexindia- a Law Firm with Global Presence

EducationHolds a graduate Degree in Law, Kent University

9. MR. RAKESH KALRANON-EXECUTIVE INDEPENDENT DIRECTORExperience

31 Years of Experience in the automobile industry Ex-Managing Director of Mahindra Navistar Automotives Limited

EducationGraduate Degree in Mechanical Engineering, BITS Pilani

10. MR. NIKKHIL VAIDYANON-EXECUTIVE INDEPENDENT DIRECTORExperience

25 years of experience in Tax and Compliance Prior industry experience with Bennett Coleman Co & Cable Corporation of India

Education Qualified Chartered Accountant, ICAI Bachelors Degree in Commerce, University of Mumbai


TEAMTHE MANAGEMENT

MS. AARTI SHETH GENERAL MANAGER ResponsibilitiesOversees the strategic alliances with, and new business development for, institutional and retail clients in the United States of America

ExperienceApproximately seven years of experience in jewellery business

EducationMasters Degree in international employment relations and human resource management from London School of Economics and Political Sciences

MR. MATTHEW FORTGANGPRESIDENT - SALES AT FABRIKANT TARA INTERNATIONAL LLC, USAResponsibilitiesResponsible for sales, merchandising and customer relations

ExperienceOver 26 years of experience in jewellery business

EducationBachelor of arts degree from the San Francisco State University

MR. JEFFREY SHLAKMANPRESIDENT - MERCHANDISING AND PRODUCT DEVELOPMENT Responsibilities

Responsible for providing creative direction to design and merchandising team

Direct sales responsibilities

Experience31 years of experience in diamond and jewellery manu-facturing business

EducationDegree in architecture and graduated from The Cooper Union

MR. LEONARD MEYERPRESIDENT - SALES (South Africa, Australia and the United Kingdom Regions)ResponsibilitiesResponsible for sales and marketing in the Australasian, the United Kingdom and South African markets

ExperienceClose to three decades of experience in the field of mail order, direct marketing and jewellery industry, in the fields of manufacturing and retail

EducationHonours degree in economics from the University of Cape Town, South Africa

MR. ALEXANDRE OLIVEVICE PRESIDENT - SALES & BUSINESS DEVELOPMENT(Europe and the Middle East)ResponsibilitiesResponsible for the Business Development of Tara in Europe involving sales, branding, brand launches and acquisitions and partnering with major players

EducationBachelor of Science degrees in International Business and Marketing

ExperienceStrong 14-year track record with a global experience in brand building, reorganising, developing and manag-ing international sales of notorious High-end Watch and Jewellery brands


34 MANAGEMENT DISCUSSION AND ANALYSIS42 DIRECTORS’ REPORT50 CORPORATE GOVERNANCE

STATUREPORTS

TORY

STATUTO

RY R

EPOR

TS


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSISECONOMIC SCENARIOGLOBAL ECONOMYThe financial year 2012-13 saw various challenges emanating from the Eurozone crisis, the US fiscal cliff and slowdown in the emerging economies. The economic activities remained subdued with diverging growth trajectories across different economies. However, there have been signs of revival with the economic indicators gaining traction in the US and improving customer sentiments in Eurozone. Emerging economies are also showing resilience. Amid adversities, China witnessed GDP growth of around 7.50% for two consecutive quarters of 2013. With the commitment of the governments of various countries to long-term growth, things are likely to improve going ahead.

Growth Projections (%)

Region 2013 2014

Global 3.10 3.80Advanced economies 1.20 2.10USA 1.70 2.70Eurozone -0.60 0.90Emerging economies 5.00 5.40China 7.80 7.70

(Source: IMF estimates, July 2013 Outlook)

INDIAN ECONOMYIndian economy had its share of domestic problems in addition to the uncertainty from the external environment. The country’s Gross Domestic Product (GDP) showed a modest growth of 5% in 2012-13, in comparison with 6.20% in 2011-12. Escalating inflation, Reserve Bank of India’s (RBI) stern outlook on interest rates and high fiscal deficit played spoilsport. Government has taken several reforms to tackle the deteriorating scenario. Such initiatives include Foreign Direct Investment (FDI) in retail sector, sugar decontrol, petrol and diesel price hikes and others. RBI has also changed its policy with repo rate being reduced thrice and cash reserve ratio once till June, 2013. These measures are likely to revive the economy from the dark shadows of economic slowdown.

SILVER LININGInflation: Monthly wholesale inflation went below 5% in 2013-14 from the high levels of around 8% in the 2012-13.

Fiscal Deficit: Fiscal deficit came down to 4.89% of GDP in 2012-13 from 5.76% of GDP in 2011-12. Going forward, it is estimated to reach 3% of GDP by 2016-17.

GEMS AND JEWELLERY INDUSTRYGLOBAL OVERVIEWAsia Pacific is the world’s largest jewellery market in terms of area globally, with India and China being the leading consumers of gold and jewellery processing and manufacturing hubs. However, the US jewellery market garners maximum revenue with half of its revenue pie being contributed by the diamond jewellery industry. The market size is projected to grow at a Compound


Annual Growth Rate (CAGR) of 5% over coming five years to surpass USD 272 billion by 2018 (Source: the Global Gems and Jewellery Market Forecast & Opportunities, 2018 Report). Rising disposable incomes and changing lifestyles are set to take the global jewellery market growth northwards.

DIAMOND INDUSTRY MARKETThe USThe US, largest diamond market, worth USD 27 billion in 2012, has started recuperating from significant fall witnessed during 2008-09 financial crisis. It accounts for around 40% of the global diamond demand at present (Source: ‘The Global Diamond Industry’ – Bain & Company Report).

ChinaChina is the second largest diamond market globally with revenues of USD 9 billion in 2012. The revenue grew by a CAGR of 10% during the last year owing to fast-expanding Chinese middle class and increasing individual wealth.

DIAMOND DEMAND (%)

THE US 37 33

EUROPE 14 11

JAPAN 10 7

REST OF ASIA 10 12

INDIA 9 12

CHINA 7 13

OTHER 13 12

2011 20202020

2011

(Source: KPMG Quarterly Commodity Insights Bulletin, 2013)

GOLD INDUSTRY MARKETAnnual gold consumption reached new heights in 2012, worth USD 236.4 billion. This is almost 15% higher than the average for previous five years.

REGION-WISE GOLD JEWELLERYCONSUMPTION (%)

INDIA 28.90

GREATER CHINA 28.50

THE MIDDLE EAST 7.70

THE US 5.80

EUROPE (EX-CIS) 2.30

OTHER 26.80

REGION-WISE GOLD JEWELLERYCONSUMPTION (%)

INDIA 31.40

GREATER CHINA 27.80

THE MIDDLE EAST 7.80

THE US 5.80

EUROPE (EX-CIS) 2.50

OTHER 24.70

(Source: ‘Gold Demand Trends Report’ by World Gold Council, 2013)

2012

2011


INDIAN OVERVIEWDriven by an array of cultural, social and demographic aspects, the jewellery industry is one of the fastest growing industries in India. It propels India’s foreign exchange earnings forming about 14% of total exports. The gems and jewellery industry contribution to India’s foreign exchange treasury stands at USD 2,132.82 million in 2012-13, a growth of 154% over the last financial year (Source: Gems and Jewellery Export Promotion Council). The industry provides employment to around 3.40 million workers. The market size is estimated to grow at a CAGR of 12-15% to reach ` 3,000 billion by 2013-14.

INDUSTRY BREAK-UPDiamond Jewellery MarketWith 12% contribution to global diamond consumption, India is the third largest diamond market in the world. Moreover, diamonds have emerged as the second fastest growing

discretionary purchase, growing at a rate of 25% year-on-year in India. Diamond jewellery covers about 12-16% of the country’s total jewellery demand.

Gold Jewellery MarketIndia, with a market size of USD 40 billion, is the largest gold jewellery consumer globally. There is a strong affinity for gold in India as it is considered to be an indispensable part of weddings and festivities. Demand for gold jewellery covers around 80-85% of the total jewellery demand.

The diamond-gold consumption mix is expected to change with the lifestyle trends, certified diamond availability and preference for diamonds in increasing gold price environment.

STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

2012

CHANGING INDUSTRYJEWELLERY MIX (%)

GOLD JEWELLERY 80-85DIAMOND- 12-16STUDDED JEWELLERYOTHER 3-4

CHANGING INDUSTRYJEWELLERY MIX (%)

GOLD JEWELLERY 70-75DIAMOND- 20-25STUDDED JEWELLERYOTHER 4-6

2014*

(Source: CARE Research, October 2012) *Estimates


PRICE DYNAMICSGold prices went northward and grew at a very high CAGR of 25% from 2007 to 2012. However, there has been correction in gold prices in 2013. Diamond prices also witnessed intermittent volatility between 2007 and 2013 and ultimately reached around the same level during May 2013, as it was in 2007.

3,500

3,000

2,500

2,000

1,500

1,000

500

0

Jan-

03

Jan-

04

Jan-

06

Jan-

07

Jan-

08

Jan-

09

Jan-

10

Jan-

11

Jan-

12

Jan-

13

Jan-

05

Gold price/gram (`)

GOLD AND DIAMOND PRICE TRENDS

WS1 grade 1 carat polished diamond price (` in Lakhs)

10

8

7

6

5

43

2

1

0

9

May

-07

Aug

-07

Nov

-07

Feb-

08

Feb-

09

Feb-

10

Feb-

11

Feb-

12

Feb-

13

May

-08

May

-09

May

-10

May

-11

May

-12

May

-13

Aug-

08

Aug-

09

Aug-

10

Aug-

11

Aug-

12

Nov

-08

Nov

-09

Nov

-10

Nov

-11

Nov

-12

(Source: JM Financial Report, 2013)

ORGANISED RETAIL PENETRATIONIndia’s gem and jewellery industry is highly fragmented in nature with around 450,000 unorganised players. But, the market dynamics are changing with the increasing share of organised retail to 18% from less than 5% during the past decade. Going forward, the organised players will gain market share from the traditional mom and pop jewellery stores owing to:

Change inconsumerpreferences

Better reachthroughstoreexpansion

New,contemporarydesigns

Economiesof scale

Enhancedconsumerexperience

Certificationof purity(Hallmarking)

Aggressivemarketing

Brand recall

Shift from Unorganised to Organised Retail

PARADIGM SHIFT


DEMAND DRIVERS

Tier-II and Tier-III CitiesAround 60% of the jewellery demand comes from India’s semi-urban and rural markets. With increasing focus of organised retailers to expand into these cities, the jewellery demand is expected to have optimistic future ride.

Favourable DemographicsIndia has almost 65% of its population under the age of 35 years, with more than half of total population under the age of 25. It is expected that India is poised to emerge as the world’s youngest country by 2020, with 64% of its population under the working age group (15-59 years) category. This set of population not only purchases jewellery for traditional purposes, but also as investments. Moreover, the young population indulges in discretionary purchases, such as that of jewellery. Therefore, the composition is expected to contribute to the jewellery industry’s growth.

Rising Disposable IncomeIndia’s per capita income is projected to reach ` 68,747 in 2012-13 from ` 61,564 in 2011-12, a growth of 11.40%. This is likely to augment the jewellery demand.

Increasing Women WorkforceGone are the days when women were confined to their homes. More and more women have started working in India. This has empowered them to make purchases of their own choice. Jewellery being their undying love, they will purchase more of it.

High Unmarried PopulationAlmost 49% of India’s population is still unmarried. With jewellery being an integral part of Indian marriages, the country’s the jewellery demand is bound to escalate, ultimately contributing to the growth of the jewellery industry.

Marriage Composition

MARRIED VS UNMARRIED ININDIA (%)

MARRIED 48

UNMARRIED 49OTHERS 3

(Source: JM Financial Report, 2013)

Changing Customer PreferenceCustomers are fashion conscious these days. They are shifting towards branded jewellery with the quality assurance and array of innovative and contemporary designs being offered by them. This is also likely to spur the jewellery demand.

GOVERNMENT POLICIES Government allowed up to 51% Foreign Direct Investment

(FDI) in multi-brand retailing with prior Government approval and 100% in single brand retailing.

Import duty on gold has been raised from 6% to 8% and customs duty has been hiked from 4% to 6% from January, 2013.

The Government also reduced the basic custom duty from 10% to 2% on pre-forms of precious and semi-precious stones (other than diamonds).

The country is facing a problem of widening CAD (Current Account Deficit), the reasons for which were directly attributed to gold imports. In May, 2013, the deficit stood at it’s highest-ever levels. RBI’s suggestions on regulatory changes were largely looked at bringing about a change in the economics of the jewellery industry.

As per the Reserve Bank of India’s new directives (July, 2013), at least one-fifth of the gold imported into the country has to be exported by all nominated banks/agencies. About 20% of the imported gold will be kept in custom-bonded warehouse. Any fresh imports can only be made post 75% of such custom warehoused gold has been exported.

In India, gold consumption stood at 864.20 tonnes in 2012. However, India’s gold average annual exports stood around 70 tonnes, implying that imports can be made to the extent of 280 tonnes. This will lead to substantial gold demand-supply imbalance.

This new development is, thus, blessing in disguise for Indian exporters. India, being the largest consumer of gold, will provide significant opportunity to the exporters, as new directives are likely to increase exporter’s potential to import gold for domestic consumption.

With these directives, other restrictions on gold imports on consignment basis, letter of credit and others also stand withdrawn.

Where Tara StandsTara Jewels Limited (Tara) exported around 952 kgs of gold from India during 2012-13. This provides an opportunity for the Company to import significant quantity of gold (around 4760 kgs) into the country. Moreover, being a nominated agency, the

STATUTORY REPORTS



Company is empowered to import gold directly. Owing to these facts, the Company can cater to the country’s gold demand and also procure gold loans at better terms from the banks.

OUTLOOKRobust customer demand, increasing per capita income and rising women workforce are likely to play a major role in driving India’s gems and jewellery industry forward in the years to come. Besides, favourable demographics, evolving customer preferences and an organised retail sector are also expected to help the growth of the industry. With the introduction of RBI’s new import policy 20:80 principle to curb gold imports, Indian gold exporters are likely to benefit. Despite adverse economic conditions overall, the industry is expected to witness a CAGR of 16.26% between 2012 and 2017, riding on the above-mentioned factors.

COMPANY OVERVIEWTara Jewels Limited is an integrated player in the jewellery industry with presence across designing, manufacturing and jewellery retailing, both in India and globally.

OUR USPsOne of India’s Largest Studded Jewellery ExporterThe Company has been one of the largest studded jewellery exporters from India since a long time. It has international presence across countries including Australia, China, Canada, European Union, the UK and the US. Income from exports contributes around 81.21% of our total revenue.

2012-13

COUNTRY-WISE CONTRIBUTION[2012-13] (%)

USA 46.29

CHINA 39.71(INCLUDING HONG KONG)

UAE 7.34

UK + EUROPE 4.11

OTHER 2.55

Access to Advanced TechnologyThe Company has fully automated jewellery casting plant. Its state-of-the-art technologies, such as Laser Lithography, Microscopic Precision Setting, Machine-made bands, Invisible

Settings (patented), Machined Engraving help the Company give jewellery a perfect finish. Jewellery designing is done with computer-aided design (CAD)/computer-aided manufacturing (CAM) technology.

Strong Customer RelationshipsThe Company maintains long-term relationships with its key customers by strategically aligning its offerings with their business requirements. Its marquee clientele includes Walmart, Kay, Zales, Ernest Jones, H Samuels, Blue Nile, American Swiss, Angus Coote and many more.

Integrated Player with Domain KnowledgeThe Company is a jewellery integrated player with deep and relevant domain knowledge. With decades-rich experience in jewellery industry, we have gained tremendous expertise in diamond-cutting and polishing, job-work, sub-contracting, manufacturing, designing, distribution and others.

Vast Marketing and Distribution NetworkThe Company has over 12,000 touch points through international retailers globally, ensuring high customer base. The marketing team maintains customer relationships across the world. Tara reaches its customers through national chains, television, internet, departmental stores, hypermarkets, small chain jewellers, independent and catalogue jewellers.

Experienced Management TeamThe Company’s qualified and experienced management team helped it to reach its current position. It boasts of a mixture of people from diverse backgrounds, having adequate experience in the jewellery industry.


NetworthThe Company’s networth increased from ` 2,773 million, as on March 31, 2012 to ` 4,929 million, as on March 31, 2013.

ReservesThe Company’s reserves increased from ` 2,593 million as on March 31, 2012 to ` 4,683 million, as on March 31, 2013. It comprised share premium reserve, general reserve and profit & loss account. Free reserves constituted around 86.57% of the total reserves.

External FundsThe Company’s Book Debts as, on March 31, 2012, stood at ` 3,239 million, as compared to ` 3,194 million a year later, registering a decrease of 1.37%.

Net BlockThe Company’s net block decreased from ` 810 million, as on March 31, 2012 to ` 803 million, as on March 31, 2013.

Debt-EquityThe Company’s Debt Equity ratio stood at 0.40:1 (excluding working capital).

Short-term DebtGross short-term debt reduced by ` 1,115 million, ` 500 million of which was funded from the IPO proceeds and another ` 615 million through internal accruals. The short-term debt stands at ` 4,895 million, as on March 31, 2013.

Inventories TurnoverThe Company’s Inventories Turnover decreased from 158 days in 2011-12 to 140 days in 2012-13. The lowering of the days can be attributed to better inventory management.

RISK MANAGEMENTCOMPETITION RISKRisk of entry of new players leading to high competition

Mitigating FactorsTo mitigate the risk arising out of competition, Tara follows extremely differentiated retail business model. It understands the needs of the customers and has launched an extensive range of products for them to choose from. Moreover, Tara is known for its talented team comprising 35 designers that include several computer-aided designers and more than a thousand craftsmen.

FINANCIAL HIGHLIGHTS(` in million)

Particulars 2012-13 2011-12

Total Income 16,355 13,991Earnings before interest, tax, depreciation and amortisation [EBITDA]

1,537 1,317

Interest 491 471Depreciation and amortisation

139 142

Profit before tax [PBT] 957 724Profit after tax [PAT] 737 539Basic Earnings per share [EPS] (`)

35.81 29.94

Diluted Earnings per share [EPS] (`)

35.73 29.84

Net worth 4,929 2,773Short-term borrowings 3,242 3,320Long-term borrowings 63 69Inventory 6509 5890Debtors 2902 3164Net working capital 4050 2023Gross block 1566 1443Cash & Bank Balances 1124 223EBIDTA Margins (%) 9.40 9.41

Total IncomeThe Company’s total revenue has increased by 16.90% from ` 13,991 million in 2011-12 to ̀ 16,355 million in 2012-13. Stores expansion and launch of exquisite new collections contributed to topline growth. The Company was able to maintain the strong growth momentum driven by higher volumes and better operational efficiency.

EBITDAThe Company witnessed a 16.70% growth in EBITDA from ` 1,317 million in 2011-12 to ` 1,537 million in 2012-13. The increase in margin can be attributed to lower employee, administrative and selling and distribution costs.

PATThe Company witnessed a strong performance in profit after tax during the year under review. It increased from ̀ 539 million in 2011-12 to ` 737million in 2012-13, up 36.73%.

STATUTORY REPORTS



QUALITY RISKRisk of inconsistent quality affecting our brand image

Mitigating FactorsThe Company carries out a 300% quality check i.e. three times more than what the industry requires. Furthermore, Tara gets all its products certified through qualified international laboratories. The Company buys only good delivery gold bars and fully supports the Kimberley process for certified diamonds.

RAW MATERIAL RISKRisk of unavailability and cost of raw materials could affect operational performance

Mitigating FactorsThe Company has ‘Nominated Agency’ designation helping us to import gold directly from international suppliers at a competitive rate with better terms. Tara procures gold on a lease structure.

GEOGRAPHICAL CONCENTRATION RISKExposure to the small geographical regions could affect revenue avenues

Mitigating FactorsTo mitigate the risk arising out of a concentration in one particular region, the Company’s products are sold through more than 12,000 stores worldwide. It has opened 37 stores in India which are spread across 19 cities.

FOREIGN EXCHANGE RISKRisk of currency volatility affecting the Company’s profitability

Mitigating FactorsSince Tara caters to a huge export market, the Company’s export earnings act as natural hedge against currency fluctuations. In addition to this, the Company has also entered into several forward contracts to mitigate the risks.

HUMAN CAPITALThe Company recognises its employees to be an integral part of its success story. At Tara, we help employees nurture ambitions and progress through learning and skill development. The Company has in-house training and development programmes to upgrade knowledge and skills of its employees. Our performance-rewarding culture keeps our employees motivated. The ultimate aim is to build a work environment wherein every employee achieves optimum potential and eventually turns into leaders, accelerating our progress. The Company employs around 1,561 employees, as on March 31, 2013, with an attrition rate below industry standards.

INTERNAL CONTROLThe Company has adequate internal control systems commensurate with size and nature of its business. The system supervises the internal business processes across departments to ensure operational efficiency, compliance with internal policies, applicable laws and regulations, optimum resource and asset utilisation, and accurate reporting of financial transactions. All transactions are properly authorised, recorded and reported to the management. The Company is following all the Accounting Standards for properly maintaining the books of accounts and reporting of financial statements. The internal audit department functions along with external auditors to review various areas of Company’s operations.

CAUTIONARY STATEMENTStatements made in this Annual Report describing the Company’s objectives, projections, estimates, expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ from those express or implied. Important factors that could make a difference to the Company’s operations include conditions affecting demand supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the government regulations, tax laws, other statutes and other incidental factors.


STATUTORY REPORTS

DIRECTORS’ REPORT

To The Members, 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 RESULTSThe performance of the Company for the Financial Year (“FY”) 2012-13 is summarised below:

(` 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 1,401.06Less: Expenditure 1,289.63 1,200.73 1,530.83 1,314.46Profit Before Tax and Depreciation 98.44 80.74 109.55 86.60Less: Depreciation 12.99 13.30 13.90 14.23Profit Before Tax 85.45 67.44 95.65 72.37Less: Tax 19.21 16.72 21.98 18.48Net Profit After Tax 66.24 50.72 73.67 53.89

CONSOLIDATED FINANCIAL STATEMENTSThe 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.

DIVIDENDWith 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.

OVERVIEWFinancial 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 ` 1,279.90 Crore for the Financial Year 2011-12 representing an increase of 8.10%. Net Profit After Tax was ` 66.24 Crore for the Financial Year 2012-13 against

` 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 ` 1,076 Crore against ` 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 ` 231.16 Crore against ` 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 ̀ 225/- – ̀ 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 ` 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 ` 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 ` 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 CAPITALDuring the year under review, the Authorised Share Capital of the Company of ` 300,000,000/- did not undergo any change. The Paid-up Share Capital increased from ` 180,000,000/- (comprising of 18,000,000 equity shares of ` 10 each) to ` 245,774,820/- (comprising of 24,577,482 equity shares of `

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.

SUBSIDIARIESThe 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.

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

AUDITORSM/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’ REPORTWith 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 EMPLOYEESParticulars 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 RESOURCESAs 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 BALLOTDuring 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.

STATUTORY REPORTS

DIRECTORS’ REPORT

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.


ESOP SCHEMEESOP SCHEME 2010With 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 2013Your 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.

DEPOSITSThe 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 GOVERNANCEYour 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 ANALYSISManagement 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(` in Crore)

FY 2011-12(` in Crore)

Foreign Exchange Earnings

1,076.36 1,014.20

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 INNOVATIONSIn 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 AUDITORSPursuant 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.

ACKNOWLEDGEMENTThe 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 DirectorsTARA JEWELS LIMITED

Rajeev ShethChairman and Managing Director

Date: July 25, 2013Place: Mumbai

ANNEXURE 1

Sr. No.

Name Designation Qualification Age Experi-ence (Years)

Date Of Ap-pointment

Gross Remuneration ( )̀

Previous Employment

% Of Share-holding in the Company (More Than 2%)

1 Mr. Rajeev Sheth Chairman and Managing Director

B.Com from Mumbai University and Diploma in Gemology from Gemological Institute of America

54 32 16th April, 2001

` 20,966,530/- InterGold India Limited

58.93

2 Mr. Vikram Raizada

Executive Director – Marketing, Retail and Business Development

B.A(Economics) from University of Mumbai and Degree in Business (Marketing) from University of Southern Queensland, Australia

47 22 January 1, 2010

` 9,039,720/- IMG Fashion, India

Negligible

Notes:

1. The Remuneration paid includes basic salary, allowances, taxable value of perquisites etc.

2. The nature of employment is contractual in nature.

STATUTORY REPORTS

DIRECTORS’ REPORT


ANNEXURE 21. EMPLOYEE STOCK OPTION PLAN – ESOP 2010Your Company instituted the ESOP 2010, which was approved by the Board vide its resolution dated 2nd September, 2010. Under the ESOP 2010, employee stock options exercisable into such number of Equity Shares being not more than 5% of paid-up Equity Share capital of the Company at any point in time be issued to eligible employees and Directors of the Company or its Subsidiaries. Under ESOP 2010, two grants have been made, Grant A and Grant B.The Company has granted a total of 509,025 options convertible into 509, 025 Equity Shares of ` 10/- each of the Company. Out of the total number of options granted, 442,571 options convertible into 442,571 Equity Shares had been granted under Grant A and 66,454 options convertible into 66,454 Equity Shares under Grant B. The following table sets forth the particulars of the options granted under the ESOP 2010:

Particulars Details

Options granted Grant A: 442,571 (Surrendered)Grant B: 66,454Total: 509,025

Date of grant 2nd September, 2010Total number of equity shares arising as a result of full exercise of options already granted

509,025

Pricing Formula Intrinsic value method.Exercise price of options Grant A: ` 333

Grant B: ` 20Total options vested Grant A: 66,386 (Out of the 2nd vesting, only Part A options have vested while the vesting of Part

B performance based options is carried forward to the next year. For further details, refer to the vesting schedule below)Grant B: 66,454

Options exercised Grant A: NilGrant B: 16,613

Options forfeited/ lapsed/ cancelled 442,571Variations in terms of options The Exercise Period for options granted under Grant Bhas been extended till 2nd September, 2013Money realised by exercise of options (in `) ` 332,260Options outstanding (in force) 49,841

Employee wise details of options granted toi) Directors and Senior managerial

personnel/Key Managerial Employees

Name of employee No. of outstanding options under Grant

A (Surrendered)

No. of outstanding options under Grant

B

Total

Mr. Vikram Raizada 44,958 Nil 44,958Ms. Nalini Rajan 44,958 31,949 76,907Mr. Ravindran M.P 13,488 4,793 18,281Mr. Pravin Patil 8,992 3,195 12,187Mr. Jeffrey Shlakman 24,817 Nil 24,817Mr. Leonard Meyer 20,681 Nil 20,681Ms. Elisabeth McGuire

20,681 Nil 20,681

Mr. Stuart Marcus 16,545 Nil 16,545Mr. Tateos Tateossian 8,992 2,237 11,229Mr. Chander Gurnani 8,992 4,792 13,784Ms.Sunayana Vora 5,395 3,195 8,590Mr. Vishal Adhyapak 7,193 3,195 10,388Mr. Shibu Parakkat 5,395 2,236 7,631Mr. Vinodkumar Deshmukh

3,597 2,236 5,833

Ms. Jenny Lee 8,272 Nil 8,272


Employee wise details of options granted toii) Any other employee who

received a grant in any one year of options amounting to 5% or more of the options granted during the year

Name of employee Total no. of options granted % of options granted

Ms. Nalini Rajan 76,907 15.11Mr. Vikram Raizada 44,958 8.83

iii) Identified employees who are granted options, during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Name of employee

–

No. of options granted

–

% of issued Equity Share capital

–

Impact on fully diluted EPS on a pre-issue basis (as per AS 20)

For FY 2011- 2012, the impact on fully diluted EPS is Re. 0.10 and for FY 2012-2013, the impact on fully diluted EPS is Re.0.07.

Difference between employee compensation cost using the intrinsic value method and the employee compensation cost that shall have been recognised if the Company has used fair value of options and impact of this difference on profits and EPS of the Company.

Options have been granted in FY 2010-2011. Employee compensation cost is calculated using intrinsic value method.

Had the Company followed fair value method for accounting the stock options, compensation cost would have been higher by ` 12.30 million for FY 2011-2012. Consequently profit after tax for FY 2011-2012 would have been lower by ` 12.30 million and the basic EPS of the Company would have been lower by ` 0.68 per Equity Share and the diluted EPS would have been lower by ` 0.67 per Equity Share.

Had the Company followed fair value method for accounting the stock options, compensation cost would have been higher by ` 8.60 million for FY 2012-2013. Consequently profit after tax for FY 2012-2013 would have been lower by ̀ 8.60 million and accordingly EPS would get diluted to the extent of stock options granted. The incremental fair value per option (pre and post modification of the terms) of options granted under Grant B is negligible and hence not recognised.

Weighted average exercise price either equals or exceeds or is less than the market value of the shares.

Weighted average exercise price of Options granted last year whose:Exercise price equals market price on the date of grant

` 333.00 per option

Exercise price is greater than market price on the date of grant

N.A.

Exercise price is less than market price on the date of grant

` 20.00 per option

Weighted average fair values of options whose exercise price equals or is less than the market value of the stock.

Weighted average fair value of options granted last year whose:Exercise price equals market price on the date of grant

` 80.97 per option

Exercise price is greater than market price on the date of grant

N.A.

Exercise price is less than market price on the date of grant

` 314.22 per option

STATUTORY REPORTS

DIRECTORS’ REPORT


Description of the method and significant assumptions used during the year to estimate the fair values of options, including weighted-average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends and the price of the underlying share in market at the time of grant of the option

The fair value of the options has been calculated using the Black Scholes Options Pricing Model and the significant assumptions used for the two grants are as follows:

Grant A (Surrendered)Risk Free Interest Rate 7.22%Expected Life 4 yearsExpected Volatility Since ourCompany was unlisted at the

time of grant, volatility has been taken as zero

Dividend Yield Since our Company has not paid any dividends in the past, the dividend yield is taken as nil.

Exercise Price ` 333.00Price of the underlying share in market at the time of the option grant.

` 333.00

Fair Value per option ` 80.97

Grant BRisk Free Interest Rate 6.50%Expected Life 1 yearExpected Volatility Since ourCompany was unlisted at the

time of grant, volatility has been taken as zero

Dividend Yield Since ourCompany has not paid any dividends in the past, the dividend yield is taken as nil.

Exercise Price `20.00Price of the underlying share in market at the time of the option grant.

` 333.00

Fair Value per option ` 314.22


STATUTORY REPORTS

CORPORATE GOVERNANCE REPORTA. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCEYour Company’s Corporate Governance system is based on certain key principles, including fairness and integrity, transparency and disclosure, accountability, equal treatment to all the shareholders and social responsibility. Corporate Governance extends beyond corporate laws. Its fundamental objective is not merely to fulfil legal requirements, but also the institution of and adherence to systems and procedures, ensuring the commitment of the Board of Directors in managing the Company’s affairs in a transparent manner to maximise the long-term value of the shareholders at large.

Your Company has adopted an appropriate Corporate Governance framework to ensure timely and accurate disclosure of all material matters, including financial position, performance, ownership and governance.

Your Company’s policies and practices relating to the Corporate Governance are discussed in the following sections:

B. BOARD OF DIRECTORS(I) BOARD MEMBERSHIP CRITERIAThe members of the Board of Directors of your Company are expected to possess the required expertise, skill and experience to effectively manage and direct your Company to attain its organisational goals. They are expected to be persons with vision, leadership qualities, proven competence and integrity, and with a strategic bent of mind.

Each member of the Board of Directors of your Company is expected to ensure that his/her personal interest does not run in conflict with your Company’s interests. Moreover, each member is expected to use his/her professional judgement to maintain both the substance and appearance of independence and objectivity.

(II) COMPOSITION OF THE BOARDThe Board of Directors of your Company has an optimum combination of Executive and Non-executive Directors to have a balanced Board Structure. The Board has ten Directors, and except the Chairman & Managing Director and Two Whole-Time Directors, all other Seven Directors are Non-executive. Out of the Seven Non-executive Directors, Six are Independent Directors. The Chairman of the Board of Directors of your Company is a Non-independent Director.

The composition of the Board of Directors of your Company, along with the other Directorships held by each of the Directors is brought out in the following tables:


Name of Director Position Relationship with other Directors

No. of other Director-ships#

No. of Other Board Committee(s) of which

he / she is a Member*

No. of Other Board Committee(s) of which

he / she is a Chairman*

Mr. Rajeev Sheth Chairman & Managing Director

None NIL NIL NIL

Mr. Vikram Raizada Executive Director & CEO (Retail)

None NIL NIL NIL

Ms. Nalini Rajan Director - Finance None NIL NIL NILMs. Fern Mallis Non-executive

& Independent Director

None NIL NIL NIL

Mr. Nikkhil Vaidya Non-executive & Independent Director

None NIL NIL NIL

Mr. Rajiv Lochan Jain Non-executive & Independent Director

None 1 2 NIL

Mr. Rakesh Kalra Non-executive & Independent Director

None 1 1 NIL

Mr. Shanti Saroop Khindria

Non-executive & Independent Director

None NIL NIL NIL

Mr. Sandro Brodbeck $ Non-executive & Non-Independent Director

None NIL NIL NIL

Mr. Francois Arpels ^ Non-executive & Independent Director

None NIL NIL NIL

# Includes directorships of only Indian Public companies* This includes memberships of only Audit Committee and Shareholders/Investors’ Grievances Committee$ Appointed as an Additional Director w.e.f. 11th February, 2013^ Appointed as an Additional Director w.e.f. 16th May, 2013


(III) BOARD MEETINGS / ANNUAL GENERAL MEETINGDuring the year 2012-13, the Board of Directors of your Company met 15 times on 15th June, 2012, 4th July, 2012, 1st August, 2012, 24th August, 2012, 7th September, 2012, 12th September, 2012, 9th October, 2012, 2nd November, 2012, 8th November, 2012 (2 meetings held), 20th November, 2012, 24th November, 2012 , 26th November, 2012 , 1st December, 2012 and 11th February, 2013. The previous Annual General Meeting was held on 20th July, 2012.

Details regarding the attendance of Directors at the Board Meetings and the Annual General Meeting held during 2012-13 are presented in the following table:

Director No. of Board Meetings Attended

Whether Last AGM Attended (Yes/No)

Mr. Rajeev Sheth 15 YesMr. Vikram Raizada 15 YesMs. Nalini Rajan 15 YesMs. Fern Mallis 1 NoMr. Nikkhil Vaidya 4 YesMr. Rajiv Lochan Jain 2 NoMr. Rakesh Kalra 4 NoMr. Shanti Saroop Khindria 1 NoMr. Sandro Brodbeck* NA NAMr. Francois Arpels^ NA NAMs. Alpana Deo $ 0 NoMs. Aarti Sheth @ 2 Yes

* Appointed as an Additional Director w.e.f. 11th February, 2013^ Appointed as an Additional Director w.e.f. 16th May, 2013$ resigned as Director w.e.f. 31 January, 2013@ resigned as Director w.e.f. 01 August, 2012

(IV) MEMBERSHIP TERM AND RETIREMENT POLICYAccording to your Company’s Articles of Association, at every Annual General Meeting, one-third of the Directors for the time being are liable to retire by rotation or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.

The Directors to retire by rotation at every Annual General Meeting shall be those who have been longest in office since their last appointment. However, as between persons who became Director on the same day and those who are to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-appointment.

(V) CODE OF CONDUCTYour Company’s Board of Directors has prescribed a Code of Conduct for all Board Members and the Company’s Senior Management. The Code of Conduct is available on your Company’s website, www.tarajewels.in.

All the Board Members and the Senior Management personnel of your Company have affirmed their compliance with the Code of Conduct for the year ended 31st March, 2013. A declaration to this effect signed by the Managing Director is given below:

This is to certify that, in line with the requirement of Clause 49 of the Listing Agreement, all the Directors of the Board and Senior Management Personnel have solemnly affirmed that to the best of their knowledge and belief, they have complied with the provisions of the Code of Conduct during the financial year 2012-13.

Rajeev Sheth Chairman & Managing Director

(VI) CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADINGIn accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, the Board has approved and adopted a code of conduct governing all the Directors, senior management and other employees of the Company. Mr. Amol Raje, Company Secretary, has been appointed as the Compliance Officer in respect of compliance of the code.

C. BOARD COMMITTEESIn compliance with both the mandatory and non-mandatory requirements under Clause 49 of the Listing Agreement and the applicable laws, your Company’s Board of Directors constituted the following Committees:

(i) Audit Committee

(ii) Remuneration Committee

(iii) Shareholders’/Investors’ Grievance Committee

(iv) Finance Committee

(v) Allotment Committee

(vi) Compensation Committee

(vii) Management & Administration Committee

(I) AUDIT COMMITTEEThe Audit Committee of the Board of Directors of your Company consists of the following Members:

Mr. Nikkhil Vaidya, Chairman (Non-executive Independent Director)

STATUTORY REPORTS

CORPORATE GOVERNANCE REPORT


Mr. Rakesh Kalra (Non-executive Independent Director)

Ms. Nalini Rajan (Executive Director)

Mr. Amol Raje, Company Secretary acts as the Secretary of the Committee.

The composition, role, terms of reference as well as powers of the Audit Committee are in accordance with the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956.

The brief terms of reference of the Audit Committee are as follows:

Inter alia, include overseeing of the Company’s financial reporting process, reviewing the financial statements with the Management, recommending appointment / reappointment of auditors, fixation of audit fees, reviewing the adequacy of internal audit function, holding periodic discussions with auditors about their scope and adequacy of internal control systems, discussing on any significant findings made by Internal Auditor’s and following it up with action. The Committee also reviews information prescribed under Clause 49(II)(E) of the Listing Agreement.

The detailed terms of reference of Audit Committee are available on your Company’s website, www.tarajewels.co.in.

The Company’s Audit Committee met 3 times during 2012-13 on 15th June, 2012, 9th October, 2012 and 11th February, 2013.

The following table presents the details of attendance at the Audit Committee meetings held during 2012-13

Members No. of Meetings Attended

Mr. Nikkhil Vaidya 3Mr. Rakesh Kalra 3Ms. Nalini Rajan 3

(II) REMUNERATION COMMITTEEThe Remuneration Committee consists of the following Members:

Mr. Rakesh Kalra, Chairman (Non-executive Independent Director)

Mr. Nikkhil Vaidya (Non-executive Independent Director)

Mr. Rajiv Lochan Jain (Non-executive Independent Director)


The terms of reference of the Remuneration Committee are as follows:

Inter alia, to review the overall compensation policy, service agreements and other employment conditions of the managing/ whole time Directors, decide on overall compensation policy for non-executive Directors.

Remuneration PolicyThe remuneration of Executive Director/s is decided by the Board of Directors or Remuneration Committee of the Board of Directors as per the Company’s remuneration policy within the overall ceiling approved by shareholders.

Remuneration paid to Non-executive DirectorsThe Independent Directors of your Company are paid sitting fees. Your Company pays sitting fees of ` 20,000/- per meeting to the Independent Directors for attending the meetings of the Board and those of the Committees of the Board.

Details of Remuneration for the Financial Year 2012-13Non-Executive Directors

Name of the Director Commission Sitting Fees

Ms. Fern Mallis ` 500,000/- ` 20,000/-Mr. Nikkhil Vaidya ` 500,000/- ` 140,000/-Mr. Rajiv Lochan Jain ` 500,000/- ` 40,000/-Mr. Rakesh Kalra ` 500,000/- ` 140,000/-Mr. Shanti Saroop Khindria ` 500,000/- ` 20,000/-

Executive / Whole Time Director

Name of Director Period of Appointment

Remuneration (including

Commission)

Mr. Rajeev Sheth 01st October, 2010 to 30th September, 2015

` 20,966,530/-

Mr. Vikram Raizada With effect from 3 September 2010

` 9,039,720/-

Ms. Nalini Rajan With effect from 6 October 2009

` 4,073,634/-

None of the Directors are entitled to any benefit upon termination of their association with your Company.


(III) SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEEThe Shareholders’ / Investors’ Grievance Committee consists of the following Members:

1. Mr. Rajiv Lochan Jain, Chairman (Non-executive Independent Director)

2. Mr. Vikram Raizada (Executive Director)3. Ms. Nalini Rajan (Executive Director)


The Shareholders’ / Investors’ Grievance Committee of the Company did not meet during 2012-13.

Status report on number of shareholder complaints/requests received and replied by the Company during the year ended 31st March, 2013 is as under:

Particulars Received Resolved Pending

COMPLAINTS 0 0 0Status of applications lodged for public issue

0 0 0

Non-receipt of electronic credits

77 77 0

Non-receipt of refund order

36 36 0

Non-receipt of dividend warrants

0 0 0

Non-receipt of Annual Report

0 0 0

TOTAL 113 113 0

The terms of reference of the Shareholders’/Investors’ Grievance Committee is as follows:

Inter alia, to look into redressal of shareholders and investor complaints, e.g. transfer of shares, non-receipt of balance sheet/ annual report, non-receipt of declared dividend, interest, notices etc.; formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

The Securities and Exchange Board of India (SEBI) has commenced processing of investor complaints in a centralised web-based complaints redress system - ‘SCORES’. The salient features of this system are:

Centralised database of all complaints

Online movement of complaints to the concerned listed companies

Online upload of Action Taken Reports (ATRs) by the concerned companies

Online viewing by investors of actions taken on the complaint and its current status

All complaints pertaining to companies will be electronically sent through SCORES at www.scores.gov.in. The companies are required to view the complaints pending against them and submit ATRs, along with supporting documents, electronically in SCORES. Failure on the part of the Company to update the ATR in SCORES will be treated as its non-redressal of investor complaints.

Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint.

No shares issued pursuant to the public issue of your Company remains unclaimed and are lying in the escrow account. No shares were issued in physical form in the public issue of the Company. These declarations are made pursuant to Clauses 5A.I and 5A.II of the Listing Agreement.

(IV) FINANCE COMMITTEEThe Company’s Board of Directors formed a Finance Committee to look after the routine financial requirements of the Company like opening and closing of bank accounts, borrowing funds up to the limits prescribed by the Board, making investments, etc.

The Committee consists of the following Members:

Mr. Rajeev Sheth (Executive Director)

Mr. Vikram Raizada (Executive Director)



The Finance Committee met 13 times during the year, on 6th April, 2012, 18th April, 2012, 2nd May, 2012, 8th May, 2012, 28th May, 2012, 28th June, 2012, 23rd July, 2012, 3rd August, 2012, 18th September, 2012, 4th January, 2013, 31st January, 2013, 12th February, 2013 and 11th March, 2013.

The terms of reference of the Finance Committee are as follows:

1. Exercise all powers to borrow moneys (otherwise than on debentures) within the limits sanctioned by the Board and do all necessary acts and deeds connected therewith.

2. Borrow monies by way of loan and / or issuing and allotting Bonds / Notes denominated in one or more foreign

STATUTORY REPORTS



currencies in international markets, for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes including working capital requirements and possible strategic investments within the limits approved by the Board.

3. To authorise opening, operation, changing of authorised signatories of the Company with respect to all Bank Accounts maintained by the Company, authorisation for ebanking banking account/transaction and closing any bank account.

4. To open and close Demat accounts of the Company for holding securities/ investments owned by the Company. The Members of the Finance Committee will be empowered to make appropriate changes in authorised signatories of the Company for operation of demat accounts.

5. Giving of guarantees / providing corporate guarantee/ providing performance guarantee/ issuing letters of comfort / providing securities within the limits approved by the Board.

6. To authorise officers of the Company for entering into forex transactions and hedging as per approved policy of the Company;

7. Approve opening and operation of Investment Management Accounts with Foreign Banks and appoint them as Agents, establishment of representative / sales offices in or outside India etc.

8. To delegate powers, make changes, in the authorised signatories of the Company with all matters related to Central Excise Act & Rules framed there under, Customs Act & Rules framed there under, Central and State Sales Tax/Value Added Tax & Rules framed there under, Foreign Trade (Development & Regulation) Act & Rules framed there under, the Employees’ Provident Funds and Miscellaneous Provisions Act & Rules framed there under, the Payment of Gratuity Act & Rules framed there under, the Employees’ State Insurance Act & Rules framed there under, issue related to Director General Foreign Trade (DGFT), Foreign Trade Policy & Rules framed there under, Superannuation Scheme or any other authorisation of similar nature;

9. To authorise officers of the Company for entering into general contracts, agreements with relation to operations with Statutory/Regulatory Bodies viz., Electricity Boards, Ports, Railways, Pollution Control Boards, Town & Country Planning Authorities, Municipal Corporations, Panchayats, any other Local Bodies or any other similar bodies/authorities.

10. Exercise all powers to invest the funds of the Company within limits specified by the Board.

11. To delegate powers, constitute committees of authorised officials for the purposes of investing surplus funds temporarily not required for the business of the Company and any other matters incidental thereto.

12. Exercise powers to make loans on behalf on the Company within the limits sanctioned by the Board.

13. Authorise one or more employees of the Company /Group u/s 187 of the Companies Act, 1956 to attend and vote at the meetings of subsidiary, associate Company or any other Company where the Company is a shareholder/debenture-holder, meetings of creditors and meetings convened by the orders of the Court.

14. Carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification as may be applicable.

15. Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee.

16. Delegate authorities from time to time to the Executives / Authorised persons to implement the decisions of the Committee.

17. Regularly review and make recommendations to the Board about changes to the charter of the Committee.(v) Allotment Committee

(V) ALLOTMENT COMMITTEEThe Company’s Board of Directors formed an Allotment Committee in February, 2013 to allot shares of the Company, especially pursuant to the ESOP Schemes of the Company.






The Allotment Committee met 1 time during the year, on 27th February, 2013.

(VI) COMPENSATION COMMITTEEThe Company’s Board of Directors formed a Compensation Committee in May 2013 to administer ESOP Scheme 2013.



Mr. Nikkhil Vaidya (Independent and Non-Executive Director)

Mr. Rakesh Kalra (Independent and Non-Executive Director)



Mr. Pravin Patil (General Manager – Human Resources and Administration)


(VII) MANAGEMENT AND ADMINISTRATIVE COMMITTEEThe Company’s Board of Directors formed a Management and Administrative Committee in November, 2012 to look into the day-to-day affairs and businesses of routine nature of the Company.






The terms of reference of the Management and Administrative are as follows:

1. To attend to legal and such other administrative matters of the Company;

2. to incorporate subsidiary companies, enter into joint ventures Indian or Foreign, and also to execute Joint venture agreements, Shareholders Agreements, Memorandum of Understanding and such other documents as may be required to form Joint Venture; and to invest in, provide loan, and / or to provide corporate guarantee, security and also to provide financial and such other assistance to such subsidiary companies, joint ventures and other persons including not limited to body corporate, units, mutual funds, individuals, trust, etc. as may be required from time to time, within the maximum ceiling of ` 100 crores;

3. to take on lease Land and/ or Building in relation to and for the purpose of carrying on the business of the Company, Subsidiary Companies/Joint Ventures of the Company; to purchase/take on lease Plant and Machinery to be utilised on the Company’s Subsidiary Companies/Joint Ventures;

4. to apply for registration/ license of/for the Company with/from various authorities of any state or Centre including but not limited to Provident Fund Authorities, Pollution Control Board/Authorities, Labour Department Drug and

Cosmetic Department, Sales Tax authorities, Income Tax authorities, Shops and Establishment authorities, Customs and Central Excise authorities, the Director General of Foreign Trade and any other local, private or semi-government bodies and to do or perform all acts and deeds relating to such matters;

5. to apply, in the name of and for the Company for telephone, telex, internet, fax and other telecommunication and electrical/electronic connections and to do all matters relating to such applications;

6. to purchase motor vehicles and other machineries and capital items in the name of the Company for carrying out the business of the Company, either on self-finance or Hire purchase and to authorise officials of the Company to sign documents for registration of motor vehicles and to do all acts and things for the transfer of any such motor vehicles;

7. to authorise employee(s) or others to execute, for and on behalf of the Company, agreements, applications, deeds, documents and any other writings in connection with the business of the Company and, if required, to issue Power of Attorney in favour of such persons for this purpose;

8. to appoint / authorise employee(s), advocates, consultants or others to represent the Company before any Court, Tribunal, Consumer Redressal Forum or any Statutory or other Authority on any matter relating to the operations of the Company or with which the Company is in any way connected or concerned or to represent the Company generally or for any specific purpose or purposes and, if required, issue Power of Attorney in favour of such persons for the purpose;

9. to authorise persons to represent the Company at General Meetings of any Company or cooperative society of which the Company is a shareholder/member;

10. to fix the dates for Closure of the Company’s Register of Members and Transfer Books of Shares and/or fixing Record Dates;

11. inform the Board about the compliance to with applicable laws, adequacy of risk management and internal controls;

12. to authorise affixation of common seal on such documents as may be required.

The Management and Administrative Committee did not meet during the year.

STATUTORY REPORTS



D. GENERAL BODY MEETINGS:Details of your Company’s last three Annual General Meetings are presented in the following table.

Nature of Meeting Date Time Venue Details of Special Resolution Passed

11th Annual General Meeting 20th July, 2012 11.00 am Registered Office of the Company NIL10th Annual General Meeting 29th August, 2011 11.00 am Registered Office of the Company Remuneration to

Non-Executive Directors9th Annual General Meeting 9th September, 2010 10.00 am Registered Office of the Company NIL

Details of Special Resolutions passed at the Extraordinary General Meetings (EGM) held during the financial year 2012-13 are as follows:

i) Further issue of Shares of the Company, under Section 81 (1A) of the Companies Act, 1956 (Date of EGM: 10th September, 2012)

ii) Increase in limit of the Investment to be made by the Foreign Institutional Investors (FIIs) (Date of EGM: 7th November, 2012)

iii) Approval of Reference Price for Initial Public Offer (Date of EGM: 07th November, 2012)

Postal Ballot:Pursuant to Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2011, the Board of Directors of the Company had accorded its approval to conduct a Postal Ballot to seek the consent of the Company’s members for the following :

Special Resolution pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 and SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 for issue of Stock Options to the Employees of the Company as specified in the Notice dated 11th February, 2013 read with the Explanatory Statement attached thereto.

The details of the voting pattern are as under:

Sr. No.

Particulars No. of Postal Ballot Forms

No. of Equity Shares

% to Total Votes

A Votes in favour of the Resolution 91 17,072,256 99.74B Votes against the Resolution 7 43,284 0.25C Total valid votes (A+B) 98 17,115,540 99.99D Invalid Votes 7 1,076 0.01

TOTAL (C+D) 105 17,116,616 100.00

Special Resolution pursuant to the provisions of Section 81(1A) of the Companies Act, 1956 and SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 for issue of Stock Options to the Employees of Subsidiaries and/or Holding Company as specified in the Notice dated 11th February, 2013 read with the Explanatory Statement attached thereto.


Sr. No.


No. of Equity Shares

% to Total Votes

A Votes in favour of the Resolution 87 17,072,122 99.74B Votes against the Resolution 10 43,408 0.25C Total valid votes (A+B) 97 17,115,530 99.99D Invalid Votes 8 1,086 0.01

TOTAL (C+D) 105 17,116,616 100.00


Special Resolution pursuant to the provisions of Section 61 of the Companies Act, 1956 for varying the Object of the Issue mentioned in the Prospectus with respect to the establishment of Project Stores of the Company as specified in the Notice dated 11th February, 2013 read with the Explanatory Statement attached thereto.


Sr. No.


No. of Equity Shares % to Total Votes

A Votes in favour of the Resolution 92 17,114,653 99.98B Votes against the Resolution 5 877 0.01C Total valid votes (A+B) 97 17,115,530 99.99D Invalid Votes 8 1,086 0.01

TOTAL (C+D) 105 17,116,616 100.00

Mr. Sridhar Narayanan, Practising Company Secretary (CP: 2423) was appointed as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. His duty also included receiving and scrutinising the completed Postal Ballot Forms from the members. On submission of the report on the voting through postal ballot by scrutiniser, the above resolutions were declared by the Chairman of the Board on 28th March, 2013, as duly passed by the requisite majority of the members of the Company voting by Postal Ballot.

UTILISATION OF IPO PROCEEDS:

Details of utilisation of funds out of proceeds of the issue as on 31st March, 2013 were as follows:

(` in Lakhs)

Particulars Utilisation planned as per Prospectus

Amount Utilised till 31st March, 2013

Balance amount to be utilised as on 31st

March, 2013

Finance the establishment of new retail stores 6,648.90 5,439.90 1,209.00Repayment / pre-payment of loans 5,000.00 5,000.00 -General corporate purposes and issue related expenses

3,351.10 3,351.10 -

TOTAL 15,000.00 13,791.00 1,209.00Balance amount of IPO and pre-IPO proceeds is temporarily held in fixed deposits with banks.

STATUTORY REPORTS


E. DISCLOSURES(I) RELATED PARTY TRANSACTIONSThere have been no materially significant related party transactions, pecuniary transactions or relationships between your Company and the Directors, management, subsidiary or relatives, except for those disclosed in the financial statements for the year ended 31st March, 2013.

(II) DETAILS OF NON-COMPLIANCEThere has been no non-compliance of any legal requirements nor have there been any strictures imposed by any Stock

Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three years.

(III) CORPORATE GOVERNANCE REPORTYour Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement and has also complied with the non-mandatory requirements relating to having unqualified Financial Statements.

(IV) WHISTLE BLOWER POLICYThe Company has not implemented the Whistle Blower Policy, which is a non-mandatory requirement under the code of the Corporate Governance.


(V) MANAGEMENT DISCUSSION AND ANALYSIS REPORTThe Management Discussion and Analysis Report forms a part of the Annual Report and includes various matters specified under Clause 49 of the Listing Agreement.

(VI) CERTIFICATE ON CORPORATE GOVERNANCEThe Practicing Company Secretary’s certificate, with respect to compliance with Clause 49 of the Listing Agreement relating to Corporate Governance, has been annexed to the Directors’ Report and will be sent to the Stock Exchanges at the time of filing the Company’s Annual Report.

(VII) CEO / CFO CERTIFICATIONA certificate from the Managing Director and the Chief Financial Officer, on the Financial Statements and other matters of the Company for the Financial Year ended 31st March, 2013, was placed before the Board.

(VIII) RISK MANAGEMENTThe Company has laid down procedures to inform Board Members about the Risk Assessment and minimisation procedure, which are periodically reviewed by the Board.

(IX) RECONCILIATION OF SHARE CAPITAL AUDITAs stipulated by SEBI, a Reconciliation of Share Capital Audit is carried out by an independent Practicing Company Secretary on quarterly basis to confirm reconciliation of the issued and listed capital, shares held in dematerialised and physical mode and the status of the register of members.

F. MEANS OF COMMUNICATION1. The Company’s corporate website, www.tarajewels.in,

consists of Investor Relations section, which provides comprehensive information to the Shareholders.

2. Quarterly and Annual Financial results are published in leading English and Marathi daily newspapers. The said results are also made available on the Company’s website, www.tarajewels.in.

3. The Company’s Annual Report is e-mailed/dispatched to all the Shareholders of the Company and also made available on the Company’s website, www.tarajewels.in.

4. The Company’s Shareholding Pattern is filed on a quarterly basis with the Stock Exchanges and also displayed on the Company’s website, www.tarajewels.in.

5. Press Releases and Corporate Presentations are also displayed on the Company’s website, www.tarajewels.in.

G. GENERAL SHAREHOLDERS’ INFORMATION1 Annual General Meeting

Date, Time and Venue 4th September, 2013, 03.00 p.m. at Hotel Tunga Paradise, P-16, Near SEEPZ, MIDC Central Road, Andheri (East), Mumbai – 400 072

2 Financial Year Financial Year is 1st April to 31st March of the following yearQuarterly results will be declared as per the following tentative schedule:• Financial reporting for the quarter

ending 30th June, 2013Last fortnight of July, 2013

• Financial reporting for the half year ending 30th September, 2013

First fortnight of November, 2013

• Financial reporting for the quarter ending 31st December, 2013

First fortnight of February, 2014

• Financial reporting for the year ending 31st March, 2014

First fortnight of May, 2014

3 Dates of Book Closure Monday, 2nd September, 2013 to Wednesday, 4th September, 2013 (both days inclusive).

4 Listing on Stock Exchanges Your Company’s shares are listed on:• BSE Ltd. (BSE) Floor 27, P. J. Towers, Dalal Street, Mumbai – 400 001• National Stock Exchange of India Ltd. (NSE), Exchange Plaza, Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051Your Company has paid the annual listing fee for the financial year 2013-14 to both the Exchanges.


5 Stock Code BSE Ltd.: 534756; National Stock Exchange of India Ltd.: TARAJEWELS - EQ; ISIN: INE799L01016

6 Registrars and Transfer Agents Link Intime India Pvt. Ltd.(Unit: Tara Jewels Ltd.) C-13 Pannalal Silk Mills Compound,L.B.S Marg, Bhandup West,Mumbai 400078 Tel. : +91-22-2594 6970 Fax: +91-22-2594 6969E-mail: [email protected]

7 Share Transfer System The Board has delegated the power of Share Transfer to the Shareholders’ Grievance Committee of the Board of Directors.

8 Address for Correspondence Mr. Amol RajeCompany SecretaryTARA JEWELS LIMITEDPlot 29(P) & 30(P), Sub Plot ‘A’,SEEPZ, SEZ, Andheri East,Mumbai 400096022-6677 [email protected]

9 Dematerialisation of Shares and Liquidity

99.9999 % shares of your Company are held in the electronic mode as on 31st March, 2013

10 Investor Complaints to be addressed to Registrars and Transfer Agents or Mr. Amol Raje, Company Secretary, at the addresses mentioned earlier.

11 Outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments, Conversion Date and likely impact on equity

The Company has not issued any GDRs/ADRs/Warrants. There were no outstanding convertible warrants, as on 31st March, 2013.

12 Plant Locations Plot No. 29(P) & 30(P), Sub-Plot ‘A’, SEEPZ SEZ Andheri (E), Mumbai – 400096Unit No. GJ-7, SDF VII, SEEPZ SEZ Andheri (E), Mumbai – 400096Plot No.122, 15th Road, Near IDBI Bank, MIDC, Andheri (E), Mumbai – 4000931F and 2F, Building No,12 (B1), Shawan Jewelry Industrial Park No.999, Fook Lung Main Road, (Fuchong) Shawan, Panyu, Guangzhou, China

13 Store Locations MaharashtraAhmednagar – Survey No. 3781, C/o. Maratha Mandir Radio, Manik Chowk, Ahmednagar – 414001Aurangabad - Plot no. 5 , Jaihind Colony , Opp Titan showroom, Nirala Bazar, AurangabadJalgaon - 281, Ground Floor, Navi Peth, Tower Chowk, Old Highway, JalgaonKolhapur - F2 and F3, Survey No.1741, A/B, E-ward, Rajarampuri, Lane -5, Kolhapur – 416008MumbaiPlot no 122, 15th Road,Opposite IDBI Bank, Near Akruti Centre,MIDC Andheri (E) Mumbai 400096Shop No 9, Shangrilla Apartments, Gulmohar Cross Road, ,Borivali (W) – Mumbai- 400092Ground Floor, Sri Sunder Co-operative Housing Society Ltd., Plot No.569 (III), Opp. Acharya Garden, V.N.Purav Marg, Sion Trombay Road, Chembur, Mumbai – 400071Ground Floor, Queens Palace CHS Ltd, Waterfield Road, Bandra (West) Mumbai – 400050Nashik – Sofine Color Lab, Varadmurti Building, HPT College Road, Nashik - 422005Nagpur - Unit No.1A and 1B, Ground Floor, Poonam Chambers, KH No.116, Moza Jaripatka, Chindwara Road, Nagpur - 440013

STATUTORY REPORTS



Vashi Shop No. 21, Grain Merchants CHS LTD Plot No 26 & 35, Abhyudaya Bank Road Sector No 17, Vashi, Navi Mumbai - 400705Shoppers Stop, Ist Floor, Inorbit Mall, Plot No.39/1, Vashi, Navi Mumbai 400705Thane – Shop #12 & 13 Niharika Shopping Center Kanakia Spaces, Near Hiranandani Meadows Off Pokhran Road No 2 Vasant Vihar Thane West 400602PuneSeth House, Shop No. 4, Bund Garden Road, Pune - 411 038712 , Amber Residence, Narayan Peth, Laxmi Road, Pune - 411 030Solapur - 163/6, Railway Line, Solapur - 413 001DelhiRajouri Garden - H16, Raujori Garden, Near Kathoria Nursing Home, Main Market, New Delhi -110027Pitampura - Ground Floor, Property No. 34, Nishant Kunj, Pitampura, Delhi – 110034Lajpat Nagar - Ground Floor, II A/59-B (FF), Lajpat Nagar, New Delhi - 110 024Karol Bagh - Shop No.9, 2705, Bank Street, Karol Bagh, New Delhi – 110005Preet Vihar - 10, Bharti Artist Colony, Vikas Marg, Preet Vihar, New Delhi – 110092Greater Kailash I - G.K-1, M-63. Greater Kailash-Part -I, New Delhi - 110048.GujaratAhmedabad - Ground floor, Showroom no.002, Olive Arcade, Opp. Samudra Annexure, C.G. Road, Ahmedabad -380009Vadodara - Ground Floor, Corrum Complex, Next to Only Paratha, Jetalpur Road, VadodaraMani Complex, Ground Floor, Shop Nos. 1, 2 & 3, Opp. Hotel Imperial Palace, Dr. Yagnik Road, Rajkot - 360 001TPS 5, Plot No.129, Ground Floor, Show Room G-3, Union Square, Ghod Dod Road, Surat - 395003Madhya PradeshBhopal - Ground Floor, Prakash Tower, 14, Malaviya Nagar, Raj Bhavan Road, BhopalIndore - Diamond Colony, MG Road, Indore - 452001Jabalpur - George D’Silva Marg, Plot No: 648, 649, Gorakhpur Main Road, Jabalpur – 482002RajasthanJaipur - Shop No.44, Gulab Niwas, M.I. Road, Between Ajmeri Gate & Pach Batti, Jaipur – 302001Jodhpur - Dheer Jhankar Bldg, 262, Plot, 3rd “B” Road, Sardarpura, Jodhpur – 342001Udaipur - No. 1, Ground Floor, City Center 19-B, Bhatt Ji Ki Bari, Udaipur – 313002PunjabBathinda – 4578, Dhobi Bazar, Opp. Kapsons Store, Bathinda – 151001 Jalandhar – Upper Ground, Cotton by Century, Model Town, Jalandhar – 144003 Ludhiana – No. 35, Feroz Gandhi Market, Ludhiana, Punjab – 141056 GoaMargao - Shop No 5, Bemvinda Appts, Pajifond, Margao, Goa – 403601


I. MARKET PRICE DATA FOR 2012-13The market price data, i.e. monthly high and low prices of the Company’s shares on BSE & NSE are given below:

Month BSE NSE

High Price (`) Low Price (`) High Price (`) Low Price (`)

December, 2012 244.90 207.80 242.00 207.10January, 2013 245.45 218.00 245.95 218.50February, 2013 224.00 174.00 224.00 174.00March, 2013 198.90 164.00 199.70 160.25

J. SHARE PRICE MOVEMENT OF THE SHARES ON BSE & NSE DURING FY 2012-13

BSE

20,000 – – 250

– 225

– 200

– 175

– 150

– 125

– 100

– 75

– 50

– 25

– 0

19,800 –

19,600 –

19,400 –

19,200 –

19,000 –

18,800 –

18,600 –

18,400 –

18,200 –

18,800 –Dec-12 Jan-13 Feb-13 Mac-13

TARA Jewels Share PriceBSE Sensex

NSE

NSE Nifty TARA Jewels Share Price

6,400 – – 250

– 250

– 200

– 150

– 175

– 100

– 125

– 50

– 25

– 75

6,200 –

6,000 –

5,800 –

5,600 –

5,400 –

5,200 –

5,000 –

4,800 –

4,600 –

Dec-12 Jan-13 Feb-13 Mar-13

STATUTORY REPORTS

CORPORATE GOVERNANCE REPORTH. GREEN INITIATIVEYour Company is concerned about the environment and utilises natural resources in a sustainable way. The Ministry of Corporate Affairs (MCA), Government of India, through its Circular Nos. 17/2011 and 18/2011, dated 21st April, 2011 and 29th April, 2011, respectively, has allowed companies to send official documents to their shareholders electronically as a part of its green initiatives in Corporate Governance.

Recognising the spirit of the circular issued by the MCA, we henceforth propose to send documents like the Notice convening the general meetings, Financial Statements, Directors’ Report, Auditor’s Report and others to the email address provided by you with the relevant depositories.

We request you to update your email address with your depository participant to ensure that the Annual Report and other documents reach you on your preferred email.


K. SHAREHOLDING PATTERN, AS ON 31ST MARCH, 2013

Sr. No.

Description No. of Shareholders No. of Equity Shares Percentage (%)

1 Promoter and Promoter Group 5 14,759,998 60.052 Foreign Institutional Investors 10 4,295,041 17.483 Individuals 3,569 959,327 3.904 Bodies Corporate 88 850,396 3.465 Mutual Funds/UTI 3 806,470 3.286 Financial Institutions/Banks 1 798,740 3.257 Clearing Members 48 101,914 0.418 Non-resident Indians 35 6,839 0.039 Directors 3 950 0.0110 Non-residents (Non repatriable) 11 1,286 0.0111 Foreign Companies 2 1,996,521 8.12

TOTAL 3,775 24,577,482 100.00

L. DISTRIBUTION OF SHAREHOLDING, AS ON 31ST MARCH, 2013

Sr. No.

Category No. ofShareholders

TotalShareholders (%)

Amount (`) TotalAmount (%)

1 1 - 500 3592 95.1523 549,249 2.23482 501 – 1,000 60 1.5894 46,877 0.19073 1,001 – 2,000 38 1.0066 55,543 0.22604 2,001 – 3,000 21 0.5563 52,095 0.21205 3,001 – 4,000 5 0.1325 17,453 0.07106 4,001 – 5,000 7 0.1854 33,336 0.13567 5,001 – 10,000 13 0.3444 111,798 0.45498 10,001 & Above 39 1.0331 23,711,131 96.4750

TOTAL 3,775 100.00 24,577,482 100.00

For and on behalf of the Board of DirectorsTARA JEWELS LIMITED

Date: July 25, 2013 Rajeev ShethPlace: Mumbai Chairman and Managing Director


CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIAL STATEMENTS OF THE COMPANY:(Pursuant to Clause No. 49(V) of the Listing Agreement)We, Rajeev Sheth, Chairman & Managing Director and Nalini Rajan, CFO, of Tara Jewels Limited, certify that:

1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2013 and that to the best of our knowledge and belief:

a) These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might be misleading and

b) These statements together present a true and fair view of the Company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year, which are fraudulent, illegal or in violation of the Company’s code of conduct;

3. We accept responsibility for establishing and maintaining internal controls, we have evaluated the effectiveness of the internal control systems of the Company and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps that we have taken or propose to take to rectify the identified deficiencies; and

4. We have indicated to the auditors and the Audit Committee that:

a) there were no significant changes in internal control over financial reporting during the year; b) there were no significant changes in the accounting policies during the year; and c) there were no instances of fraud of which we have become aware and the involvement therein, if any, of the management

or an employee having a significant role in the Company’s internal control system over financial reporting.

Place : Mumbai Rajeev Sheth Nalini Rajan

Date : July 25, 2013 Chairman & Managing Director Chief Financial Officer

STATUTORY REPORTS

CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE CERTIFICATEToThe Members of TARA JEWELS LIMITED

We have examined the compliance of conditions of Corporate Governance by TARA JEWELS LIMITED (“Company”) for the year ended March 31, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges in India.

We have conducted our examination on the basis of the relevant records and documents maintained by the Company and furnished to us for the purpose of the review and the information and explanations given to us by the Company during the course of such review.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has in all material respects complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For S. ANANTHA & Co., Company Secretaries

Date : July 25, 2013 S. Anantha Rama Subramanian Place : Mumbai Proprietor

C.P. No. 1925

Statutory Separator

67 STANDALONE103 CONSOLIDATED

FINANSTATEMENTS

CIAL

FINA

NCIA

L STATEMEN

TS


INDEPENDENT AUDITOR’S REPORTTo the Members of Tara Jewels Limited

REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of Tara Jewels Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSManagement is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTSAs required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Act;

e) On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.;

For C.B. Chhajed & Co. Chartered Accountants

(Firm’s Regn Number: 101796W)

C.B.Chhajed Place: Mumbai (Partner) Date: May 16, 2013 Membership No: 009447


TO THE MEMBERS OF TARA JEWELS LIMITED (‘THE COMPANY’)1. (a) The Company has maintained proper records showing full

particulars including quantitative details and situation of fixed assets on the basis of available information.

(b) The fixed assets of the Company have been physically verified by the management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, the Company has not disposed off a substantial part of its fixed assets during the year and the going concern status of the Company is not affected.

2. (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material.

3. (a) In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, clauses (iii) (b) to (iii) (d) of paragraph 4 of the Order are not applicable to the Company for the year.

(b) According to the information and explanations given to us, the Company has taken unsecured loan, from a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is ` 110,047,090 and the year-end balance of such loan is ` 75,353,723.

(c) In our opinion, and according to the information and explanation given to us, the rate of interest and other terms and conditions of such loans are not prima facie prejudicial to the interest of the Company.

ANNEXURE TO THE AUDITORS’ REPORTREFERRED TO IN PARAGRAPH 3 OF THE OUR REPORT OF EVEN DATE

(d) In respect of the aforesaid loans, the principal amounts are repayable on demand and there is no repayment schedule. The Interest is Payable on demand.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system.

5. (a) In our opinion and according to the information and explanations given to us, the particulars of contracts or arrangements referred to in Section 301 of the Act have been entered in the register required to be maintained under that section.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rupees Five Lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

6. According to the information and explanations given to us, the Company has not accepted any deposits from the public. Accordingly clause (vi) of paragraph 4 of the Order is not applicable to the Company.

7. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. Accordingly, clause (viii) of paragraph4 of the Order is not applicable to the Company for the year.

9. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, excise duty and cess which


have not been deposited on account of any dispute. The income tax, custom duty and service tax dues which are not deposited on account of disputed matters pending before appropriate authorities are as under:

Name of Statute Nature of Dues Amount in (`) Period to which the amount relates

Forum where the dispute is pending

Customs Act, 1962 Custom Duty 377,133 1996-1997 Additional Commissioner of Customs, Mumbai

Customs Act, 1962 Custom Duty 1,418,430 1997-1998 Appellate Tribunal of CustomCustoms Act, 1962 Custom Duty 105,000 2004-2005 Appellate Tribunal of Custom

Income Tax Act, 1961 Income Tax 112,500,000(Net of Refund Due)

2001-2009 CIT Appeals, IT Tribunal and High Court

Finance Act, 1994 Service Tax 6,728,389 2006-2008 Joint Commissioner of Service Tax

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. Accordingly, clause (x) of paragraph 4 of the order is not applicable to the Company.

11. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank.

12. In our opinion and according to the information and explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion and according to the information and explanation given to us, the Company is not a chit fund / nidhi / mutual benefit fund/ society. Accordingly, Clause (Xiii) of paragraph 4 of the order is not Applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. Accordingly, clause (xiv) of paragraph 4 of the Order is not applicable to the Company for the year.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantees aggregating to ` 326,340,000 given by the Company, for loans taken by its subsidiary from banks during the year, are not prejudicial to the interest of the Company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purposes for which they were obtained.

17. On the basis of an overall examination of the balance sheet of the Company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term purpose

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year.

19. The Company has not issued any debentures. Accordingly, clause 4(xix) of Paragraph 4 of the order is not applicable.

20. We have verified that the end use of money raised by public issue is as disclosed in the notes to the financial statements.

21. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.



C.B.Chhajed Place: Mumbai (Partner) Date: May 16, 2013 Membership No: 009447



BALANCE SHEETAS AT MARCH 31, 2013

(`)

Particulars Note As at March 31, 2013

As at March 31, 2012

EQUITY AND LIABILITIESSHAREHOLDERS' FUNDSShare capital 1 245,774,820 180,000,000Reserves and surplus 2 4,556,143,253 2,540,302,345

4,801,918,073 2,720,302,345NON-CURRENT LIABILITIESLong-term borrowings 3 62,709,486 69,395,145Deferred tax liabilities (Net) 4 - 9,271,553Long-term provisions 5 35,286,225 33,713,577

97,995,711 112,380,275CURRENT LIABILITIESShort-term borrowings 6 2,499,091,167 2,502,234,094Trade payables 2,822,153,526 3,401,651,807Other current liabilities 7 112,692,043 116,721,350Short-term provisions 8 73,086,491 114,671,140

5,507,023,227 6,135,278,391TOTAL 10,406,937,011 8,967,961,011ASSETSNON-CURRENT ASSETSFixed assets 9Tangible assets 721,732,070 745,142,432Intangible assets 30,459,943 12,094,016Capital work-in-progress 8,521,830 1,365,000Non-current investments 10 169,474,546 41,808,704Deferred tax assets (Net) 4 8,750,667 -Long-term loans and advances 11 128,276,188 35,669,186

1,067,215,244 836,079,338CURRENT ASSETSInventories 12 5,759,924,368 5,145,606,751Trade receivables 13 2,376,008,268 2,644,773,240Cash and bank balances 14 1,073,817,730 188,748,654Short-term loans and advances 15 118,283,741 106,375,126Other current assets 16 11,687,660 46,377,902

9,339,721,767 8,131,881,673TOTAL 10,406,937,011 8,967,961,011Significant Accounting Policies and Notes on Accounts form an integral part of the financial statements.

As Per Our Attached Report of Even Date For and on Behalf of Board of DirectorsFor C. B. Chhajed & Co.Chartered Accountants

Rajeev Sheth Nalini Rajan C. B. Chhajed Managing Director DirectorPartner

Amol RajePlace : Mumbai Company SecretaryDate : May 16, 2013



STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED MARCH 31, 2013

(`)

Particulars Note Year ended March 31, 2013

Year ended March 31, 2012

INCOMERevenue from operations 17 13,835,993,881 12,799,017,114Other income 18 44,680,089 15,716,962TOTAL REVENUE 13,880,673,970 12,814,734,076

EXPENSESCost of materials consumed 19 7,702,616,247 5,010,068,120Purchases of stock-in-trade 20 4,375,067,184 5,894,157,204Changes in inventories of finished goods, work-in-process and Stock-in-Trade 21 (520,924,818) (333,645,772)Employee benefits expense 22 343,855,646 352,196,219Finance costs 23 429,403,163 429,193,696Depreciation and amortization expense 24 129,887,719 132,984,220Other expenses 25 566,256,882 655,422,767TOTAL EXPENSES 13,026,162,023 12,140,376,454Profit before tax 854,511,947 674,357,622Tax expenseCurrent tax Current tax 180,000,000 150,000,000 Add: Minimum alternative tax credit utilised - 3,498,993 Net current tax 180,000,000 153,498,993Deferred tax 7,807,918 (1,397,579)Tax of earlier years 4,280,715 15,065,587Profit after tax 662,423,314 507,190,621Earning per equity share 37 Basic 32.20 28.18 Diluted 32.13 28.08

Significant Accounting Policies and Notes on Accounts form an integral part of the financial statements.





(`)

Particulars Year Ended March 31, 2013

Year Ended March 31, 2012

CASH FLOW FROM OPERATING ACTIVITIESNet profit before taxation 854,511,947 674,357,622Adjutments for:Depreciation/ amortisation 129,887,719 132,984,220Loss / (Profit) on sale of fixed assets 181,740 (827,542)Fixed assets written off - 1,072,634Profit on sale of investments - (1,617,497)Dividend income (124,784) (35,800)Interest income (43,843,219) (12,564,133)Interest expense 355,483,946 367,149,393Sundry balances written off / (back) (3,253,975) (807,751)Operating profit before working capital adjustment 1,292,843,374 1,159,711,146Changes in working capitalInventories (614,317,617) (1,242,412,466)Trade receivables 268,764,972 (289,781,854)Loans and advances and other assets (29,694,556) (7,909,435)Other Bank balances (582,982,981) 5,833,647Trade payables (576,244,306) 360,905,676Other liabilities and provisions (7,850,031) 24,604,344Cash flow generated from operations (249,481,145) 10,951,058Income tax paid (net of refunds) (225,723,575) (49,552,935)Net cash flow from operating activities (A) (475,204,720) (38,601,877)

CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including intangible assets) (211,666,325) (207,777,167)Purchase of investments (277,665,842) (5,500,000)Sale proceeds of investments 150,000,000 14,326,408Sale proceeds of fixed assets 1,278,336 4,326,524Dividend received 124,784 35,800Interest received 35,535,872 10,301,930NET CASH FLOW FROM INVESTING ACTIVITIES (B) (302,393,175) (184,286,505)


CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2013


(`)



CASH FLOW FROM FINANCING ACTIVITIESProceeds from borrowing (2,309,651) 565,493,488Interest paid (354,366,224) (370,334,768)Proceeds from issue of shares 1,500,332,130 -Public issue expenses (63,972,265) (11,103,350)NET CASH FLOW FROM FINANCING ACTIVITIES (C) 1,079,683,990 184,055,370Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) 302,086,095 (38,833,012)Cash & Cash Equivalent at the beginning of the year 46,151,431 84,984,443Cash & Cash Equivalent at the end of the year 348,237,526 46,151,431Deposits with banks to the extent held as margin money for gold 541,357,011 35,046,248Fixed deposits with banks as security against borrowings 184,223,193 107,550,975CASH AND BANK BALANCES AT THE END OF THE YEAR 1,073,817,730 188,748,654

Figures under bracket represent outflows.





1. BASIS OF ACCOUNTING The financial statements are prepared under historical cost

convention, on going concern concept and in compliance with the Accounting Standards notified under section 211(3C) of the Companies Act, 1956 (the “Act”). The Company follows mercantile system of accounting and recognises income and expenditure on accrual basis to the extent measurable and where there is certainty of ultimate realisation in respect of incomes. Accounting policies not specifically referred to otherwise, are consistent and in consonance with the generally accepted accounting policies.

2. INVENTORIES Inventories of raw materials, stores and consumables are

valued at cost on first-in-first-out basis. Work in progress and finished goods are valued at cost or net realizable value which ever is less. Cost for this purpose comprises of raw material cost & appropriate overheads incurred for bringing them to their present condition.

Traded goods are valued at the cost or net realizable value whichever is less and cost is determined on first-in-first-out basis.

3. FIXED ASSETSA) TANGIBLE ASSETS Tangible Fixed Assets are stated at cost, inclusive of incidental

expenses related thereto less accumulated depreciation.

B) INTANGIBLE ASSETS Intangible assets are recorded at the consideration paid

for acquisition of such assets and are carried at cost less accumulated amortization and impairment. Internally generated intangible assets, excluding development cost, are expensed as incurred unless technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Company has an intention and ability to complete and use or sell the intangible and the costs can be measured reliably.

Intangible assets mainly include Goodwill on Amalgamation and Computer Software. Cost of software includes license fees and implementation / integration expenses.


SIGNIFICANT ACCOUNTING POLICIESFOR THE YEAR ENDED MARCH 31, 2013

4. DEPRECIATIONa. Depreciation on tangible fixed assets is provided on the written-

down-value method at the rates and in the manner prescribed under Schedule XIV to the Act. Depreciation on additions/ deletions to fixed assets is calculated pro-rata from/ up to the date of such additions/ deletions.

b. Building on leasehold land is amortised on straight-line basis over the primary period of lease.

c. Leasehold Improvements are amortised over the primary period of lease.

d. Computer software is amortised over the period of five years.

e. Goodwill on Amalgamation is written off over the period of five years.

f. Assets individually costing ` 5,000 or less are fully depreciated in the year of purchase.

5. BORROWING COST Borrowing cost includes interest and amortisation of ancillary

costs incurred in connection with the arrangement of borrowings.

Borrowing costs that are attributable to the acquisition or Construction of a qualifying asset are capitalized as part of cost of such asset till such time as the asset is ready for its intended use. Other borrowing costs are recognized as expense for the period.

6. REVENUE RECOGNITION(a) Domestic sales are recognised on dispatch to customers.

(b) Revenue from export sales is recognized when the significant risks and rewards of ownership are transferred to the customer which is based upon the terms of the applicable contract.

(c) Service Income is recognized as per the terms of contract with customers when the related services are performed.

(d) Dividends are accounted for when the right to receive dividend is established.

(e) Income from Interest on deposits, Loans and Interest bearing securities is recognized on time proportionate method.




7. FOREIGN CURRENCY TRANSACTIONS(a) Foreign currency transactions are recorded at the exchange

rates prevailing on the date of such transactions. Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gains and losses arising on account of differences in foreign exchange rates on settlement/ translation of monetary assets and liabilities are recognised in the Statement of Profit and Loss. Non-monetary foreign currency items are carried at cost.

(b) In respect of forward contracts, other than forward contracts in respect of firm commitments and highly probable forecast transactions, the premium or discount arising at the inception of forward exchange contract, is amortised as expense or income over the life of the contract. Exchange differences on such contracts are recognised in the Statement of Profit and Loss in the reporting period in which the exchange rates change. Any profit or loss arising on cancellation or renewal of such a forward exchange contract is recognized as income or as expense for the period.

(c) Any profit or loss arising on settlement or cancellation of other derivative contracts (forward contracts in respect of firm commitments and highly probable forecast transactions, swaps and currency options) is recognized as income or expense for the period. Pursuant to The Institute of Chartered Accountants of India’s announcement ‘Accounting for Derivatives’, the Company marks-to-market all such outstanding derivative contracts at the year-end and the resulting mark-to-market losses, if any, are recognised in the Statement of Profit and Loss.

8. INVESTMENTS Investments, which are readily realisable and intended to be

held for not more than one year from the date on which such investments are made, are classified as current investments. Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis.

Investment other than current investments, are classified as long-term investments and are stated at cost. Provision for diminution in value of Long term investments is made only if

such a decline is other than temporary.

9. CASH AND CASH EQUIVALENTS Cash and cash equivalent for the purpose of cash flow statement

comprise cash in hand and cash at bank, cheques in hand and fixed deposits with maturity of three months or less.

10. CASH FLOW STATEMENT Cash flows are reported using the indirect method, whereby

profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

11. EXPENSES INCURRED ON INITIAL PUBLIC OFFER (IPO) Expenses incurred in Initial Public Offer are adjusted against

the securities premium account.

12. EARNINGS PER SHARE Basic earnings per share is calculated by dividing the net profit

for the period attributable to equity shareholders by weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue that have changed the number of equity shares outstanding, without a corresponding change in the resources.

For the purpose of calculating diluted earnings per share, the net profit for the period attributable to equity shareholders and weighted average number of shares outstanding during the period are adjusted for the effects of all potential equity shares.

13. EMPLOYEE BENEFITS(A) DEFINED CONTRIBUTION PLANS The Company contributes on a defined contribution basis to

Employee’s Provident Fund and Employee’s State Insurance Fund towards post employment benefits, both are administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains.


(B) DEFINED BENEFIT PLANS The Company has a Defined Benefit Plan namely Gratuity for

all its employees. The liability for the defined benefit plan of Gratuity is determined on the basis of an actuarial valuation by an independent actuary at the year end, which is calculated using projected unit credit method.

Actuarial gains and losses which comprise experience adjustment and the effect of changes in actuarial assumptions are recognised in the Statement of Profit and Loss.

Gratuity Fund is recognized by the income tax authorities and is administered through trustees. The Company has taken a Group Gratuity Policy with Life Insurance of India.

(C) EMPLOYEE LEAVE ENTITLEMENT The employees of the Company are entitled to leave as per the

leave policy of the Company. The liability in respect of unutilized leave balances is provided based on an actuarial valuation carried out by an independent actuary as at the year end and charged to the Statement of Profit and Loss.

14. STOCK BASED COMPENSATION The compensation cost of stock options granted to employees

is measured by the intrinsic value method. The compensation cost, if any, is amortised uniformly over the vesting period of the option.

15. TAXES ON INCOME(A) CURRENT YEAR INCOME TAX: Provision for current tax is made considering various

allowances and benefits available to the Company under the provisions of Income Tax Act, 1961.

(B) DEFERRED INCOME TAX: In accordance with Accounting Standard AS-22 “Accounting for

Taxes on Income”, deferred tax resulting from timing differences between book and tax profits are accounted for at tax rate substantially enacted by the Balance Sheet date to the extent the timing differences are expected to be crystallized. Deferred tax assets or liabilities relating to the timing differences arising and reversing during the tax holiday period under Section 10A of the Indian Income Tax Act, 1961, are not recognized.

Deferred Tax Assets arising on account of carried forward losses and unabsorbed depreciation as per Income Tax Act, 1961 are recognised to the extent there is a virtual certainty supported by convincing evidence that such assets will be realized.

(C) MINIMUM ALTERNATIVE TAX (MAT) CREDIT: MAT Paid in accordance to the tax laws, which gives rise to

future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is recognised as an asset in the balance sheet when it is probable that the future economic benefit associated with it will flow to the Company and the asset can be measured reliably.

16. LEASES Lease arrangements where the risks and rewards incident to

ownership of an asset substantially vest with the lessor, are recognized as operating lease. Lease rental under operating lease are charged off to the Statement of Profit and Loss as incurred.

17. IMPAIRMENT OF ASSETS The Company assesses at each balance sheet date whether

there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset or recoverable amount of the cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in the Statement of Profit and Loss. If at the Balance Sheet date there is an indication that if a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

18. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS The Company recognises a provision when there is a present

obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation.




A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.

Where there is a possible obligation or a present obligation but the likelihood of outflow of resources is remote, no provision or disclosure is made.

Contingent Assets are neither recognised nor disclosed.

19. ACCOUNTING ESTIMATES The preparation of financial statements requires estimates and

assumptions to be made that affect the reported amounts of assets and liabilities on the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Difference between the actual results and the estimates are recognized in the period in which the results are known materialized.





NOTES ON ACCOUNTSFOR THE YEAR ENDED MARCH 31, 2013

1 SHARE CAPITAL (`)

Particulars As at March 31, 2013

As atMarch 31, 2012

Authorised30,000,000 Equity Shares of ` 10 each 300,000,000 300,000,000

Issued, subscribed and paid-up24,577,482 (Previous year : 18,000,000) Equity Shares of ` 10 each fully paid up 245,774,820 180,000,000TOTAL 245,774,820 180,000,000

RECONCILIATION OF EQUITY SHARES OUTSTANDING

Particulars As at March 31, 2013 As at March 31, 2012

No. of Shares Amount (`) No. of Shares Amount (`)

As at the beginning of the year 18,000,000 180,000,000 18,000,000 180,000,000Add:Issue of shares (refer note 38) 6,560,869 65,608,690 - -Allotment of shares under ESOP

(refer note 40)

16,613 166,130 - -

As at the end of the year 24,577,482 245,774,820 18,000,000 180,000,000

DETAILS OF SHARES FOR THE PERIOD OF FIVE YEARS IMMEDIATELY PRECEEDING THE REPORTING DATE

Particulars No. of Shares As at

March 31, 2013 As at

March 31, 2012(i) Alloted as fully paid up pursuant to contract without payment being received

in cash - pursuant to scheme of merger during the year ended March 31, 2009 3,062,413 3,062,413(ii) Alloted as fully paid up by way of bonus shares during the year ended

March 31, 2011 5,923,707 5,923,707

(iii) Cancellation of shares pursuant to scheme of merger during the year ended March 31, 2009

75,000 75,000




DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE COMPANY

Name of Shareholder As at March 31, 2013 As at March 31, 2012 No. of Shares % No. of Shares %

Mr. Rajeev Sheth 14,482,893 58.93 14,482,893 80.46Fabrikant H.K. Trading Limited - - 3,239,999 18.00Crystalon Finanz AG 1,800,000 7.32 - -Shares reserved for issue under Employee Stock Option Plan ('ESOP 2010')

For details of shares reserved for issue under ESOP 2010 of the Company, refer note 40.

Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share and dividend in indian rupees, if proposed by the Board of Directors, which is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2 RESERVES AND SURPLUS (`)

Particulars As atMarch 31, 2013

As atMarch 31, 2012

SECURITIES PREMIUM ACCOUNTBalance as at the beginning of the year 305,791,525 305,791,525Add: Received on account of issue of shares 1,434,391,180 -Add: Premium on exercise of ESOP 5,365,999 -Less: Public issue expenses (refer note 38) 81,139,716 -Balance as at the end of the year 1,664,408,988 305,791,525SEZ REINVESTMENT ALLOWANCE RESERVEBalance as at the beginning of the year 393,896,639 217,617,201Add: Additions during the year 295,509,625 219,439,741Less: Utilised during the year 102,755,263 43,160,303Balance as at the end of the year 586,651,001 393,896,639EMPLOYEE STOCK OPTIONS OUTSTANDINGBalance as at the beginning of the year 20,800,102 20,800,102Less: Utilisation during the year 5,199,869 -Balance as at the end of the year 15,600,233 20,800,102

General Reserve 88,000,000 88,000,000

SURPLUSBalance as at the beginning of the year 1,731,814,079 1,400,902,896Add: Profit after tax for the year 662,423,314 507,190,621Add: SEZ reinvestment allowance reserve utilised 102,755,263 43,160,303Less: Transfer to SEZ reinvestment allowance reserve 295,509,625 219,439,741Balance as at the end of the year 2,201,483,031 1,731,814,079TOTAL 4,556,143,253 2,540,302,345




3 LONG-TERM BORROWINGS (`)

As at March 31, 2013 As at March 31, 2012

Non Current Current Non Current Current

SECUREDTerm loan from bank 44,208,000 14,736,000 58,944,000 14,736,000Vehicle loan from bank 5,053,287 6,557,088 10,451,145 5,457,004Sub-total (A) 49,261,287 21,293,088 69,395,145 20,193,004UNSECUREDTerm loan from Others 13,448,199 6,418,851 - -Sub-total (B) 13,448,199 6,418,851 - -TOTAL (A+B) 62,709,486 27,711,939 69,395,145 20,193,004Less: Amount disclosed under 'other current liabilities' (note 7)

- 27,711,939 - 20,193,004

NET TOTAL 62,709,486 - 69,395,145 -a) Term loan from bank was taken for purchase of property and carries interest @ 13.75% p.a. The loan is repayable in 60 monthly

installments of ` 1,228,000 each alongwith interest from April 2012. The loan is secured by first and exclusive charge by way of equitable mortgage over residential flat situated at Mazda Apartment, Bhulabhai Desai Road, Mumbai - 400026. Further, the loan has been secured by personal guarantee of Mr. Rajeev Sheth, managing director of the Company

b) Vehicle loan is secured by hypothecation of vehicles. The interest rate ranges from 10.00% to 13.75% p.a. The loan is repayable in 36 to 60 monthly installments inclusive of interest from the date of loan.

c) Term loan from others was taken for purchase of Software Licenses and carries interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments of ` 2,182,950/- each including interest from February 2013.

d) Maturity Profile:

Particulars Maturity Period Total

1-2 Years 2-3 Years 3-4 Years

Term Loan 14,736,000 14,736,000 14,736,000 44,208,000Vehicle loan 4,145,533 867,645 40,109 5,053,287Term loan from Financial Institutions 7,308,865 6,139,334 - 13,448,199




4 DEFERRED TAX LIABILITIES / (ASSETS) (NET) (`)



Deferred tax liabilities arising on account of timing difference in:Depreciation 24,917,002 20,522,894TOTAL 24,917,002 20,522,894

Deferred tax assets arising on account of timing difference in:Provision for gratuity and leave encashment (12,153,808) (11,137,121)Unamortised amalgamation expenses u/s 35DD - (114,220)Unamortised share issue expenses u/s 35D (20,664,111) -Disallowance u/s 40 i(a) (849,750) -TOTAL (33,667,669) (11,251,341)NET DEFERRED TAX LIAIBILITY (8,750,667) 9,271,553

5 LONG-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 41) 23,324,240 21,900,068Leave encashment 11,961,985 11,813,509TOTAL 35,286,225 33,713,577

6 SHORT-TERM BORROWINGS (`)



SecuredWorking capital loans from banks 2,423,737,444 2,392,187,004UnsecuredLoan from related party (Refer note 39) 75,353,723 110,047,090TOTAL 2,499,091,167 2,502,234,094a) Working capital loans from banks are secured by hypothecation of inventories, book debts, plant and machinery, other fixed

assets, fixed deposits, other current assets and equitable mortgage of the Company's immovable property at Seepz & MIDC, Andheri, Two flats at Royal Palms Goregaon and Flat No.502/401 in Pushpanjali Apartment located at Prabhadevi belonging to Divya Real Estate Pvt. Ltd.

The above facilities are further secured by (a) personal guarantee of managing director, Mr. Rajeev Sheth,

(b) corporate guarantee of Divya Real Estate Pvt. Ltd. and Fabrikant Tara International LLC and (c) fixed deposits of ` 7.00 Crores of managing director, Mr. Rajeev Sheth.

(c) Unsecured loan from related party is interest free and repayable on demand.




7 OTHER CURRENT LIABILITIES (`)



Current maturities of long-term borrowings 27,711,939 20,193,004Interest accrued but not due on borrowings 1,680,808 563,086Statutory liabilities 20,623,946 22,071,777Other payables# 62,675,350 73,893,483TOTAL 112,692,043 116,721,350# Other payables include expenses payable and advances received from customers.

8 SHORT-TERM PROVISIONS (`)



Provision for employee benefits Gratuity (Refer note 41) 97,281 330,194 Leave encashment 373,506 282,382Provision for taxation (Net of tax payments) 72,615,704 114,058,564TOTAL 73,086,491 114,671,140




9. FIXED ASSETS (Amount in `)

Assets GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK

As at April 1,

2012

Additions Deductions As at March 31,

2013

Upto April 1,

2012

For the period Deductions/ Adjustments

Upto March 31,

2013

As at March 31,

2013

As at March 31,

2012

TANGIBLE ASSETS

Building 295,587,872 253,567 - 295,841,439 97,492,471 12,960,064 - 110,452,535 185,388,904 198,095,401

Leasehold Improvements 74,367,811 9,743,392 - 84,111,203 22,611,843 22,130,744 - 44,742,587 39,368,616 51,755,968

Vehicles 44,309,383 521,964 2,048,501 42,782,846 16,303,541 7,107,584 1,276,484 22,134,641 20,648,205 28,005,842

Air Conditioners 26,873,866 225,654 - 27,099,520 14,297,202 1,773,859 - 16,071,061 11,028,459 12,576,664

Computer Hardwares 59,984,702 2,193,670 - 62,178,372 50,272,015 4,065,918 - 54,337,933 7,840,439 9,712,687

Electric Installations 42,879,995 117,749 - 42,997,744 21,838,111 2,932,266 - 24,770,377 18,227,367 21,041,884

Silver Models 217,862,906 68,915,388 - 286,778,294 126,061,942 28,299,831 - 154,361,773 132,416,521 91,800,964

Furniture & Fixtures 138,336,885 3,100,453 - 141,437,338 67,639,209 13,157,767 - 80,796,976 60,640,362 70,697,676

Office Equipment 34,325,234 7,586,753 - 41,911,987 15,791,328 2,722,504 - 18,513,832 23,398,155 18,533,906

Plant & Equipment 262,869,355 5,499,685 1,206,659 267,162,381 129,972,073 18,886,903 518,600 148,340,376 118,822,005 132,897,282

Factory Equipments 7,506,199 161,150 - 7,667,349 2,628,326 691,621 - 3,319,947 4,347,402 4,877,873

Flat 105,417,749 1,250 - 105,418,999 2,168,354 5,162,522 - 7,330,876 98,088,123 103,249,395

Ship 4,951,213 - - 4,951,213 3,054,323 379,378 - 3,433,701 1,517,512 1,896,890

TOTAL 1,315,273,170 98,320,675 3,255,160 1,410,338,685 570,130,738 120,270,961 1,795,084 688,606,615 721,732,070 745,142,432

PREVIOUS YEAR 1,107,386,393 221,405,703 13,518,926 1,315,273,170 455,111,982 123,966,066 8,947,310 570,130,738 745,142,432 652,274,411

INTANGIBLE ASSETS

Computer Software 26,420,791 27,982,685 - 54,403,476 19,730,800 4,212,733 - 23,943,533 30,459,943 6,689,991

Goodwill 27,020,125 - - 27,020,125 21,616,100 5,404,025 - 27,020,125 - 5,404,025

TOTAL 53,440,916 27,982,685 - 81,423,601 41,346,900 9,616,758 - 50,963,658 30,459,943 12,094,016

Previous year 49,117,272 4,323,644 - 53,440,916 32,328,746 9,018,154 - 41,346,900 12,094,016 16,788,526

Capital Work-In-Progress 8,521,830 1,365,000




10 NON-CURRENT INVESTMENTS (`)



TRADE INVESTMENTS (AT COST, UNQUOTED, FULLY PAID UP)Investment in Equity InstrumentsSubsidiariesTara (Hong Kong) Limited 24,867,804 24,867,804655,590 (Previous year : 319,800) Equity shares of face value HK$ 10 each

Tara Jewels Holding Inc. 113,299,500 4,659,5002,000 (Previous year : 1,000) Equity shares of face value US$ 0.01 each

AssociatesDivya Jewels Pvt. Ltd. 175,000 175,0005,000 Equity shares of face value ` 10 each

TOTAL TRADE INVESTMENTS (A) 138,342,304 29,702,304

OTHER INVESTMENTS (AT COST, QUOTED UNLESS OTHERWISE STATED)Investment in Equity InstrumentsOther entitiesPunjab National Bank 43,400 43,4001,400 Equity shares of face value ` 10 each fully paid up(Market value as on 31.03.2013 - ` 1,004,500)

Bank of India Ltd 63,000 63,0001,400 Equity shares of face value ` 10 each fully paid up(Market value as on 31.03.2013 - ` 423,500)

Investment in Mutual FundsSBI MF Magnum Balanced Fund - Regular Plan Growth 8,000,000 2,000,000160464.431 (Previous Year : 11431.184) Units of Face Value ` 10 each(N.A.V. as on 31.03.2013 - ` 8,750,286)

SBI Premier Liquid Fund - Regular Fund Daily Dividend 25,842 -25.755 Units (Previous Year : Nil) of Face Value ` 10 each(N.A.V. as on 31.03.2013 - ` 25,838)

AACG-Union KBC Asset Allocation Fund - Conservative Plan Growth 1,500,000 -150,000 Units (Previous Year : Nil) of Face Value ` 10/- each.(N.A.V as on 31.03.2013- ` 1,488,330/-)







AAMG Union KBC Asset Allocation Fund - Moderate Plan Growth 1,500,000 -149,990 Units (Previous Year : Nil) of Face value ` 10/- each(N.A.V as on 31.03.2013 - ` 1,589,924/-)

CP1G-Union KBC Capital Protection Oriented Fund - Series 1 Growth 1,000,000 -99,990 Units (Previous Year : Nil) of Face Value of ` 10/- each(N.A.V as on 31.03.2013 - ` 998,740/-)

DBG-Union KBC Dynamic Bond Fund - Growth 1,500,000 -141,133.851 Units (Previous Year : Nil) of Face Value of ` 10.6275/- each(N.A.V as on 31.03.2013 of ` 1,551,089/-)

Investment in Mutual Funds (Unquoted)IIMCL-Emerging India Opportunities Fund 17,500,000 10,000,0001,750 (Previous year : 1,000) units of face value ` 10,000 each

TOTAL OTHER INVESTMENTS (B) 31,132,242 12,106,400

TOTAL (A + B) 169,474,546 41,808,704

DETAILS OF QUOTED AND UNQUOTED INVESTMENTSAggregate amount of quoted investments (Market value of ` 15,832,207 (Previous Year ` 3,879,400))

13,632,242 2,106,400

Aggregate amount of unquoted investments 155,842,304 39,702,304TOTAL 169,474,546 41,808,704

11 LONG-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodCapital Advances 77,022,582 2,201,521Security Deposits 47,763,895 30,125,473Prepaid expenses 689,720 542,201Other loans and advances* 2,799,991 2,799,991TOTAL 128,276,188 35,669,186

* Includes primarily claims receivable




12 INVENTORIES (valued at lower of cost and net realisable value) (`)



Raw materials 1,532,447,411 1,473,671,418Work-in-process 2,950,858,023 2,434,098,590Finished goods 1,204,370,839 1,071,432,230(including Goods-in-transit ` 5,706,098 (Previous year ` 4,466,659))Stock-in-trade 28,815,987 157,589,211Stores and consumables 43,432,108 8,815,302TOTAL 5,759,924,368 5,145,606,751

13 TRADE RECEIVABLES (`)



Unsecured, considered goodOutstanding for a period exceeding six months from the date they became due for payment 79,467,466 367,984,326Others 2,296,540,802 2,276,788,914TOTAL 2,376,008,268 2,644,773,240

Note: For dues from subsidiaries, refer note 39

14 CASH AND BANK BALANCES (`)



Cash and Cash EquivalentsBalances with banks 68,106,058 25,987,808Cash on hand 25,131,468 20,163,623Fixed deposits with banks with less than three months maturity 255,000,000 -Other Bank BalancesDeposits with banks to the extent held as margin money for gold 541,357,011 35,046,248Fixed deposits with banks as security against borrowings 184,223,193 107,550,975TOTAL 1,073,817,730 188,748,654




15 SHORT-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodLoans to employees 3,938,200 2,500,554Prepaid expenses 38,160,812 41,366,061Balances with Statutory, Government Authorities 55,882,144 38,115,686Other loans and advances* 20,302,585 24,392,825TOTAL 118,283,741 106,375,126

* Includes primarily advance paid to creditors

16 OTHER CURRENT ASSETS (`)



Public issue expenses - 42,997,589Interest accrued on fixed deposits 11,687,660 3,380,313TOTAL 11,687,660 46,377,902

17 REVENUE FROM OPERATIONS (`)

Particulars Year ended March 31, 2013


Sale of productsGems and Jewellery 12,463,320,700 11,371,890,580Gold-Bullion 750,605,421 821,554,073Others 619,546,336 604,772,134Sale of servicesLabour charges 2,521,424 136,986Other Operating RevenuesSale of gold dust - 663,341TOTAL 13,835,993,881 12,799,017,114




18 OTHER INCOME (`)



Interest on Bank fixed deposits 43,102,734 12,183,314Interest on others 740,485 380,819Dividend income 124,784 35,800Rent received 600,000 600,000Profit on sale of fixed assets (Net) - 827,542Profit on sale of investments (Net) - 1,617,497Miscellaneous income 112,086 71,990TOTAL 44,680,089 15,716,962

19 COST OF MATERIALS CONSUMED (`)



As at beginning of the year 1,473,671,418 564,187,846Add: Purchases 7,761,392,240 5,919,551,692Less : As at end of the year 1,532,447,411 1,473,671,418Total Cost of materials consumed 7,702,616,247 5,010,068,120Details of raw materials consumedPrecious metals and diamonds 7,628,837,581 4,910,759,891Others 73,778,666 99,308,229TOTAL 7,702,616,247 5,010,068,120

20 PURCHASES OF STOCK-IN-TRADE (`)



Gems and Jewellery 3,068,128,709 4,542,928,226Gold-Bullion 749,104,686 805,560,052Others 557,833,789 545,668,926TOTAL 4,375,067,184 5,894,157,204

21 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS AND STOCK-IN-TRADE (`)



Inventories as at the beginning of the yearWork - in - process 2,434,098,590 2,496,759,822Finished goods 1,071,432,230 748,152,078Stock-in-trade 157,589,211 84,562,359TOTAL 3,663,120,031 3,329,474,259




21 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS AND STOCK-IN-TRADE (`)



Less : Inventories as at the end of the yearWork - in - process 2,950,858,023 2,434,098,590Finished goods 1,204,370,839 1,071,432,230Stock-in-trade 28,815,987 157,589,211TOTAL 4,184,044,849 3,663,120,031NET DECREASE / (INCREASE) IN INVENTORIES (520,924,818) (333,645,772)

22 EMPLOYEE BENEFIT EXPENSES (`)



Salaries, allowances and bonus 265,388,653 276,037,858Contribution to provident and other funds 27,055,115 28,850,725Directors remuneration 39,459,327 34,382,034Staff and labour welfare 11,952,551 12,925,602TOTAL 343,855,646 352,196,219

23 FINANCE COST (`)



Interest Expense 355,483,946 367,149,393Other borrowing cost 38,757,968 24,667,667Bank charges 35,161,249 37,376,636TOTAL 429,403,163 429,193,696

24 DEPRECIATION AND AMORTISATION EXPENSE (`)



Depreciation of tangible assets 120,270,961 123,966,066Amortisation of intangible assets 9,616,758 9,018,154TOTAL 129,887,719 132,984,220




25 OTHER EXPENSES (`)



Manufacturing ExpensesWages, allowances & bonus 101,734,116 95,317,943Import clearing charges 10,836,227 13,741,658Labour charges 63,598,297 111,791,414Packing material 8,785,198 7,154,961Electric power, fuel and water 28,373,583 31,188,735Repairs and maintenance: factory building 1,743,792 1,893,620Repairs and maintenance: plant & machinery 4,983,463 7,242,426Foreign exchange difference (net) (42,496,928) (31,342,575)Stores and consumables consumed 70,765,765 58,570,755

248,323,513 295,558,937Selling, Administration and Other ExpensesAdvertisement 11,520,591 32,788,286Auditor's remuneration 4,842,480 4,727,180Commission 489,662 1,296,411Discount 14,133,305 29,242,125Credit insurance 19,493,322 20,041,402Donation - 1,100,000Electricity charges 6,658,998 5,001,777Export clearing charges 9,854,671 10,491,435Fixed assets written off - 1,072,634House Keeping Expenses 7,664,511 8,881,446Insurance 10,248,225 9,486,271Legal and professional fees 13,796,543 17,570,599Loss on sale of fixed assets (net) 181,740 -Rates and taxes 5,515,895 6,241,296Rent 68,055,242 63,174,454Repairs & maintenance - other 15,758,923 17,964,003Sales promotion expenses 44,373,362 49,720,708Security charges 19,333,642 17,571,727Telephone and internet expenses 5,671,473 6,327,114Travelling & conveyance expenses 22,694,358 23,130,566Miscellaneous expenses 37,646,426 34,034,396

317,933,369 359,863,830TOTAL 566,256,882 655,422,767




26 CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS (to the extent not recognised)Contingent liabilities (`)



Claims against the Company not acknowledged as debt in respect of:a. Custom duty matter 1,900,563 1,900,563b. Property tax 1,366,031 342,004c. Service tax matter 6,728,389 6,728,389Corporate Guarantee given by the Company to the bankers of a subsidiary company 326,340,000 153,480,000Bills discounted 1,634,111,158 2,187,753,468TOTAL 1,970,446,141 2,350,204,424

Commitments



Estimated amount of contracts remaining to be executed on capital account and not provided for

108,075,758 450,000

TOTAL 108,075,758 450,000

Income Tax AssessmentThe Income- Tax assessments of the Company have been completed up to Assessment Year 2009-10. The disputed demand outstanding (net of refund due) up to the said assessment year is approximately ̀ 112,500,000 Based on the decisions of the appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

27 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURES

a) Forward Contracts outstanding as at the reporting date :

There are no forward contract outstanding as at the end of the current and previous year.

b) Unhedged foreign currency exposure as at the reporting date :

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to ̀ 208,220,683/- (Previous year : ` 696,468,964).




28 PRIOR PERIOD ITEMSContingent liabilitiesPrior period items amounting to ` Nil (previous year : ` 1,458,335) have been recognised in the current year statement of profit and loss and is included under Miscellaneous Expenses disclosed under Other Expenses.

“Profit before tax” before prior period items would be ` 854,511,947 (Previous Year : ` 675,815,957).

29 AUDITOR'S REMUNERATION (`)



Statutory audit fees 3,500,000 3,500,000Tax audit fees 500,000 500,000Certification and consultation 620,000 541,780Service Tax 222,480 185,400TOTAL 4,842,480 4,727,180

30 VALUE OF IMPORTS ON CIF BASIS (`)



Raw materials 2,109,604,311 1,032,636,784Trading goods 2,362,009,415 2,557,849,633Components and spare parts 28,194,899 15,666,919Capital goods 76,718,718 32,296,510TOTAL 4,576,527,343 3,638,449,846

31 EXPENDITURE IN FOREIGN CURRENCY (`)



Commission on sales 141,594 612,661Interest 137,963,632 116,992,364Labour charges 3,714,335 6,667,145Salary 40,473,635 30,538,791Professional and consultation fees 926,970 1,030,505Payment on other accounts 20,599,621 19,089,667TOTAL 203,819,787 174,931,133




32 EARNINGS IN FOREIGN EXCHANGE (`)



Export of goods calculated on F.O.B. basis 10,756,817,711 10,133,039,546Freight 6,780,393 8,945,271TOTAL 10,763,598,104 10,141,984,817

33 ACCOUNTING AND DISCLOSURE OF BILLS DISCOUNTED WITH BANKSContingent liabilitiesDuring the previous year, the Company followed the practice of separately disclosing the gross amount of trade receivables and the amount of monies received from the banks on discounting of bills as short term borrowings. During the current year, the Company adopted the practice of disclosing bills discounted with banks as contingent liabilities and hence trade receivables and short term borrowings have accordingly been netted off to the extent the same represent bills discounted with banks.

34 OPERATING LEASESContingent liabilitiesa. The Company has given commercial premises on operating lease. In respect of this arrangements, lease rentals

income of ` 600,000 (Previous Year : ` 600,000) are recognised in the statement of profit and loss for the year and are included under Rent (disclosed under Other Income in Note 18)

b. The Company’s significant leasing arrangements are in respect of residential flats and commercial premises taken on lease. The arrangements range between 11 months and 9 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (disclosed under Other Expenses in Note 25).

The aggregate rental expenses of all the operating leases for the year are ` 68,055,242 (Previous year : ` 63,174,454).

The future minimum lease payments to be paid under non-cancellable operating leases are as follows:

MINIMUM LEASE PAYMENTS (`)

Particulars Year endedMarch 31, 2013


Not later than one year 39,750,016 9,326,628Later than one year but not later than five year 12,692,026 6,720,000




35 SEGMENT INFORMATIONA. INFORMATION ABOUT PRIMARY BUSINESS SEGMENTThe Company is exclusively engaged in the "Diamond and Gold Jewellery" Business Segment.B. INFORMATION ABOUT SECONDARY GEOGRAPHICAL SEGMENT.

(`)

Particulars April 1, 2012 to March 31, 2013

India Outside India* Total

External Revenue 3,072,395,777 10,763,598,104 13,835,993,881 (2,657,032,297) (10,141,984,817) (12,799,017,114)


Carrying Amount of Segment Assets 7,957,996,290 2,448,940,721 10,406,937,011 (6,356,102,035) (2,611,858,976) (8,967,961,011)

April 1, 2012 to March 31, 2013

Capital Expenditure 133,460,190 - 133,460,190 (208,487,494) - (208,487,494)

* Includes mainly United States of America, Australia, China (including Hong kong), United Arab

Emirates, Europe, South- Africa and United kingdom

Note: The figures in brackets are in respect of the previous year ended March 31, 2012

Notes:

(a) Segment Revenue in the geographical segment considered for disclosure are as follows:

- Revenue within India includes sales to customers located within India and earnings in India

- Revenue outside India includes sales to customers located outside India and earnings outside India.

(b) Segment revenue, results, assets and liabilities includes the respective amounts identified to each the segment and amounts allocated on a reasonable basis.




36 DISCLOSURES UNDER THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006The details of amounts outstanding to Micro, Small and Medium Enterprises based on available information with the Company is as under:

(`)



a) Principal amount due and remaining unpaid - -b) Interest due on above - -c) Payment made beyond the appointed day during the year 486,550 511,448d) Interest Paid - -e) Interest due and payable for the period of delay 14,539 7,132f) Interest accrued and remaining unpaid 14,539 7,132g) Amount of further interest remaining due and payable in succeeding years 21,671 7,132

37 EARNINGS PER SHARE (`)



Profit after tax (`) 662,423,314 507,190,621Weighted average number of equity shares for Basic EPS 20,570,996 18,000,000Add: Potential equity shares on exercise of option of ESOP 46,848 62,463Weighted average number of equity shares for Diluted EPS 20,617,844 18,062,463Nominal Value per Share (`) 10.00 10.00Basic Earnings Per Share (`) 32.20 28.18Diluted Earnings Per Share (`) 32.13 28.08

38 ISSUE OF SHARES

a) During the year, the Company has made Initial Public Offer (IPO) and Pre-IPO of Equity shares as follows :

(i) Pre-IPO of 1,800,000 equity shares of ̀ 10/- each for cash at ̀ 225/- per share (including share premiumof ̀ 215/- per equity share)

(ii) IPO of 4,760,869 equity shares of ` 10/- each for cash at ` 230/- per equity share (including share premium of ` 220/- per equity share).

(iii) An offer for sale in IPO of 3,043,478 shares by Fabrikant H.K. Trading Limited (a selling shareholder) of ` 10/- each for cash at ` 230/- per equity share (including share premium of ` 220/- per equity share).

The Company’s shares got listed on Bombay Stock Exchange and National Stock Exchange on December 6, 2012.




Net Proceeds received by the Company from issue of shares is tabulated below:

Particulars No. of Shares Amount (`)

Issue and Proceeds from Pre-IPO (A) 1,800,000 405,000,000

Issue and Proceeds from IPO 7,804,347 1,794,999,810Less : Issue and Proceeds remitted to a selling shareholder 3,043,478 699,999,940Net Proceeds from IPO (B) 4,760,869 1,094,999,870PROCEEDS FROM ISSUE OF SHARES (A+B) 6,560,869 1,499,999,870

b) Utilisation of funds out of net proceeds of the IPO and Pre-IPO is as follows: (Amount in `)

Particulars Utilisation planned as per

Prospectus

Amount Utilised till

March 31, 2013

Balance unutilised as on

March 31, 2013

Finance the establishment of new retail stores 664,889,974 543,989,663 120,900,311Repayment / pre-payment of loans 500,000,000 500,000,000 -General corporate purposes and issue related expenses 335,109,896 335,109,896 -TOTAL 1,499,999,870 1,379,099,559 120,900,311Balance unutilised amount of the proceeds is temporarily held in fixed deposits with banks.

c) The Company has incurred total expenses of ` 164,898,638 in relation to IPO and Pre-IPO of 9,604,347 shares (Public issue expenses). The public issue expenses of ` 57,928,784 has been recovered from selling shareholder.

Balance public issue expenses of ` 81,139,716 (net of deferred tax of ` 25,830,138) have been adjusted against the securities premium received from the issue.




39 ISSUE OF SHARES

Disclosures of related party transactions as per AS-18 “Related Party Disclosure” is given below:A. LIST OF RELATED PARTIES Subsidiary Companies 1. Fabrikant Tara International LLC. 2. Tara Jewels Holding Inc. 3. Tara (Hong Kong) Ltd. 4. Tara China Jewelery Ltd. 5. Tara Jewels Honduras, Sociedad de Responsabilidad Limitada Key Management Personnel/ Relatives 1. Mr. Rajeev Sheth 2. Ms. Aarti Sheth 3. Ms. Alpana Deo (Resigned on 31.01.2013) 4. Mrs. Nalini Rajan 5. Mr.Vikram Raizada 6. Ms. Divya Sheth 7. Mrs. Purnima Sheth Entities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control 1. F. T. Diamonds 2. Divya Jewels International Pvt. Ltd. 3. Divya Real Estate Pvt. Ltd. 4. Aarti Jewellers Pvt Ltd. 5. Karan Arjun Jewellery Pvt. Ltd. 6. Tara Duniya Corporation

B. TRANSACTIONS DURING THE YEAR ENDED MARCH 31, 2013 (Amount in `)

Particulars Name of the Related Party SubsidiariesCompanies

Key Management Personnel/ Relatives

Entities in which Key Managerial Personnel/ their relatives have significant influence or control

CurrentYear

PreviousYear

CurrentYear

PreviousYear

CurrentYear

PreviousYear

Sale of Goods Fabrikant Tara International LLC. 2,192,200,830 2,274,743,092 - - - -Tara (Hong Kong) Ltd. 597,761,222 583,042,348 - - - -F. T. Diamonds - - - - - 945,244

Purchase of Goods Fabrikant Tara International LLC. 823,949,331 836,527,350 - - - -Tara (Hong Kong) Ltd. 802,007,800 741,162,031 - - - -Aarti Jewellers Pvt Ltd. - - - - - 144,662

Labour Charges Paid

Tara (Hong Kong) Ltd. 2,944,347 6,667,145 - - - -F. T. Diamonds - - - - 384 -

Labour Charges Received

Aarti Jewellers Pvt Ltd. - - - - 110,633 -Karan Arjun Jewellery Pvt. Ltd. - - 300 78,649

Purchase of Fixed Assets

Tara (Hong Kong) Ltd. - 1,896,641 - - - -




B. TRANSACTIONS DURING THE YEAR ENDED MARCH 31, 2013 (Amount in `)




CurrentYear

PreviousYear

CurrentYear

PreviousYear

CurrentYear

PreviousYear

Remuneration and Commission

Mr Rajeev V. Sheth - - 20,966,530 12,000,000 - -Ms. Aarti. Sheth - - 3,000,000 3,000,000 - -Ms. Divya Sheth - - 915,155 - - -Ms. Alpana Deo - - 4,000,000 4,800,000 - -Mrs Nalini Rajan - - 4,073,634 4,082,036 - -Mr. Vikram Raizada - - 9,039,720 10,143,121 - -Perquisites to Directors - - 379,443 356,876 - -

Rent Paid Divya Real Estate Pvt. Ltd. - - - 600,000 600,000Repayment of Unsecured Loans

Divya Jewels International Pvt. Ltd. - - - 34,693,367 42,349,410

Unsecured Loans taken

Divya Jewels International Pvt. Ltd. - - - - - 75,000,000

Sales Promotion Expenses

Aarti Jewellers Pvt Ltd. - - - - 15,850 24,800

Sale of Investments Mrs. Purnima Sheth - - - 3,000,000 - -Investment In Subsidiary

Tara Jewels Holding Inc 108,640,000 -

C. CLOSING BALANCES AS ON MARCH 31, 2013 (Amount in `)




CurrentYear

PreviousYear

CurrentYear

PreviousYear

CurrentYear

PreviousYear

Trade Receivables Fabrikant Tara International LLC. 57,934,616 - - - - -Karan Arjun Jewellery Pvt. Ltd. - - - - - 20,549F. T. Diamonds - - - - 896,144 842,547Aarti Jewellers Pvt Ltd. - - - - 28,763 -

Trade Payables Fabrikant Tara International LLC. - 190,644,796 - - - -Tara (Hong Kong) Ltd. 103,536,927 74,576,106 - - - -

Investments Tara Jewels Holding Inc. 113,299,500 4,659,500 - - - -Tara (Hong Kong) Ltd. 24,867,804 24,867,804 - - - -Divya Jewels International Pvt. Ltd. - - - - 175,000 175,000Rent Payable Divya Real Estate Pvt. Ltd.

- - - - - 1,080,000

Short Term Borrowings

Divya Jewels International Pvt. Ltd. - - - - 75,353,723 110,047,090

Director Remunaration payable

Mr.Rajeev Sheth - - 8,966,530 - - -Ms. Alpana Deo - - - 241,791 - -




40 EMPLOYEE STOCK OPTION PLANThe Company implemented “ESOP 2010” as approved by the shareholders of the Company. Details of the options granted under the plan are as under:

Grant Date Option No of Options Exercise Price ` Vesting Period

02.09.2010 Grant A 442,571 333 02.09.2010 to 01.09.2014

02.09.2010 Grant B 66,454 20 02.09.2010The options are granted at an exercise price. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of ` 10/- each. The options have vesting periods as stated above in accordance with the vesting schedule as per the said plans.

The particulars of options granted and lapsed under the plan are as below:

ParticularsYear ended March 31, 2013 Year ended March 31, 2012

Grant A Grant B Grant A Grant B

Options outstanding as at the beginning of the year 442,571 66,454 442,571 66,454Add: Options granted during the year Nil Nil Nil NilLess: Options lapsed during the year Nil Nil Nil NilLess: Options exercised during the year Nil 16,613 Nil NilLess: Options Surrendered during the year 442,571 Nil Nil NilOptions outstanding as at the end of the year - 49,841 442,571 66,454The Company has followed the intrinsic value-based method of accounting for stock options based on Guidance

Note on Accounting for Employee Share -based Payments, issued by the Institute of Chartered Accountants of India. Had the compensation cost for the Company’s stock based compensation plans been determined in the manner consistent with the fair value approach as described in the said Guidance Note, (a) the Company’s net income would be lower by ` 8,649,483 (previous year : ` 12,291,887), (b) General Reserve would have been higher by ` 29,229,594 (previous year : NIL) due to surrender of options and (c) earnings per share as reported would be lower as indicated below:




(`)



Net profit after tax, as reported 662,423,314 507,190,621Less: Total stock-based employee compensation expense determined under fair value based method

8,649,483 12,291,887

Add: Total stock-based employee compensation expense determined under intrinsic value based method

- -

Adjusted net profit after tax 653,773,831 494,898,734Basic earning per share- As reported 32.20 28.18- Adjusted 31.78 27.49Diluted earning per share- As reported 32.13 28.08- Adjusted 31.71 27.40

The fair value of each option is estimated on the date of grant based on the following assumptions:

Particulars Grant dated 02.09.2010

Dividend yield (%) 0.00%Expected life (years) 3.50 YrsRisk free interest rate(%) 6.58%Volatility (%) 0.00%

41 EMPLOYEE BENEFITS DISCLOSURE (`)


As atMarch 31, 2012

The Company has classified the various benefits provided to employees as under :I. DEFINED CONTRIBUTION PLANSa. Employer's contribution to provident fundb. Employer's contribution to employee’s state insurance During the year, the Company has recognised the following amounts in the Statement of Profit and Loss - Employers' contribution to provident fund 13,841,771 14,645,516 - Employers' contribution to employee’s state insurance 7,075,506 6,759,203II. DEFINED BENEFIT PLANContribution to Gratuity Funda. Major Assumptions (% p.a.) (% p.a.) Discount rate 8 8 Expected rate of return on plan assets 8 8 Salary escalation rate@ 5 5@ The estimates for future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.






As atMarch 31, 2012

b. Change in the Present Value of Obligation ` ` Present value of obligation at beginning ofyear 22,373,475 17,036,418 Current service cost 11,647,055 11,136,923 Interest cost 2,968,551 1,513,639 Benefit paid from fund (1,477,415) (2,469,633) Benefit paid directly from Company (4,541,195) - Actuarial (gain) \ loss on obligations (6,817,235) (4,843,872) Present value of obligation at end of the year 24,153,236 22,373,475c. Change in Fair Value of Plan Assets Fair value of plan assets at beginning ofyear 143,213 1,471,991 Expected return on plan assets 12,232 83,898 Actuarial (gain) / loss on obligations 2,575 (22,987) Contributions 2,051,110 1,079,944 Benefits paid (1,477,415) (2,469,633) Fair Value of Plan Assets at end of the year 731,715 143,213d. Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of

Assets Present value of funded obligation at end of the year 24,153,236 22,373,475 Fair value of plan assets at end of the year 731,715 143,213 Funded status (23,421,521) (22,230,262) Present value of unfunded obligation at end of the year 23,421,521 22,230,262 Unfunded net liability recognised in the Balance Sheet 23,421,521 22,230,262e. Amount recognised in the Balance Sheet Present value of obligation at end of the year 24,153,236 22,373,475 Fair value of plan assets at end of the year 731,715 143,213 Liability recognised in the Balance Sheet 23,421,521 22,230,262 Disclosed under : Long term provision 23,324,240 21,900,068 Short term provisions 97,281 330,194f. Expenses Recognised in the Statement of Profit and Loss Current service cost 11,647,055 11,136,923 Interest cost 2,968,551 1,513,639 Expected return on plan assets (12,232) (83,898) Net actuarial losses / (gain) recognised in the year (6,819,810) (4,820,885) Total expenses recognised in the Statement of Profit and Loss** 7,783,564 7,745,779 Actual return on plan assets 14,807 60,911 ** Included in contribution to provident and other funds




42 DEFERRED TAX EXPENSE / (INCOME) (`)


As atMarch 31, 2012

Deferred tax Liability / (Assets) as at the end of year (8,750,667) 9,271,553Less : Opening deferred tax Liability / (Asset) 9,271,553 10,669,132

(18,022,220) (1,397,579)Add: Deferred tax assets created on public issue expenses adjusted againstsecurities premium 25,830,138 -Deferred tax Expense / (Income) recognised in Statement of Profit and Loss 7,807,918 (1,397,579)

43 PRIOR YEAR COMPARATIVES

Prior year comparatives have been reclassified to confirm with the current year’s presentation, wherever applicable.





INDEPENDENT AUDITOR’S REPORTTo the Members of Tara Jewels Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSWe have audited the accompanying consolidated financial statements of Tara Jewels Limited (“the Company”), and its subsidiaries (collectively referred to as “the Group”) which comprise the Consolidated Balance Sheet as at March 31, 2013, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTSManagement is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITYOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the consolidated financial statements in order to

design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the Consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2013;

b) In the case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date; and

c) In the case of the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

OTHER MATTERSWe did not audit the financial statements / consolidated financial statements of the subsidiary companies, whose financial statements reflect total assets of ` 2,011,684,426 as at March 31, 2013, total revenues (net turnover) of ` 7,809,639,463 and net cash inflows amounting to ` 15,385,022 for the year ended on that date. These financial statements / consolidated financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion, is based solely on the reports of other auditors.

Our opinion is not qualified in respect of other matters.



Place: Mumbai Date: May 16, 2013

C.B.Chhajed (Partner)

Membership No: 009447


CONSOLIDATED FINANCIAL STATEMENTS

BALANCE SHEETAS AT MARCH 31, 2013

(`)

Particulars Note As at March 31, 2013


EQUITY AND LIABILITIESSHAREHOLDERS’ FUNDSShare capital 1 245,774,820 180,000,000 Reserves and surplus 2 4,682,780,763 2,592,652,961

4,928,555,583 2,772,652,961 Minority Interest - 239 NON-CURRENT LIABILITIESLong-term borrowings 3 62,709,486 69,395,145 Deferred tax liabilities (Net) 4 - 8,350,673 Other long-term liabilities 5 284,514 909,932 Long-term provisions 6 35,286,225 33,713,577

98,280,225 112,369,327 CURRENT LIABILITIESShort-term borrowings 7 3,242,236,150 3,320,420,780 Trade payables 3,136,085,806 3,823,045,982 Other current liabilities 8 161,653,377 148,126,070 Short-term provisions 9 99,144,522 125,344,907

6,639,119,855 7,416,937,739 TOTAL 11,665,955,663 10,301,960,266 ASSETSNON-CURRENT ASSETSFixed assets 10Tangible assets 762,422,078 794,453,167 Intangible assets 31,683,846 13,748,439 Capital work-in-progress 8,521,830 1,365,000 Non-current investments 11 31,307,242 12,281,400 Deferred tax assets (Net) 4 12,612,357 - Long-term loans and advances 12 130,084,547 40,337,331

976,631,900 862,185,337 CURRENT ASSETSInventories 13 6,509,379,764 5,889,699,874 Trade receivables 14 2,901,519,551 3,164,293,471 Cash and bank balances 15 1,123,844,673 223,390,575 Short-term loans and advances 16 142,892,115 116,013,107 Other current assets 17 11,687,660 46,377,902

10,689,323,763 9,439,774,929 TOTAL 11,665,955,663 10,301,960,266 Significant Accounting Policies and Notes on Accounts form an integral part of the financial statements.






STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED MARCH 31, 2013

(`)

Particulars Note Year ended March 31, 2013


INCOMERevenue from operations 18 16,354,509,892 13,990,867,014 Other income 19 49,338,886 19,687,271 TOTAL REVENUE 16,403,848,778 14,010,554,285

EXPENSESCost of materials consumed 20 9,494,929,339 5,137,771,463 Purchases of stock-in-trade 4,576,193,777 6,708,586,132 Changes in inventories of finished goods, work-in-process and Stock-in-Trade 21 (618,672,015) (579,652,970)Employee benefits expense 22 445,552,292 433,100,528 Finance costs 23 490,748,494 470,507,128 Depreciation and amortization expense 24 139,006,322 142,265,922 Other expenses 25 919,576,213 974,292,726 TOTAL EXPENSES 15,447,334,422 13,286,870,929 PROFIT BEFORE TAX 956,514,356 723,683,356 Tax expenseCurrent tax Current tax 210,656,325 167,684,682 Add: Minimum alternative tax credit utilised - 3,498,993 Net current tax 210,656,325 171,183,675 Deferred tax 4,867,108 (1,514,759)Tax of earlier years 4,280,715 15,065,587 Profit after tax 736,710,208 538,948,853 Earning per equity share 31 Basic 35.81 29.94 Diluted 35.73 29.84

Significant Accounting Policies and Notes on Accounts form an integral part of the financial statements.





(`)



CASH FLOW FROM OPERATING ACTIVITIESNet profit before tax 956,514,356 723,683,356 Adjutments for:Depreciation/ amortisation 139,006,322 142,265,922 Loss / (Profit) on sale of fixed assets 181,740 (1,304,357)Fixed Assets Writen off - 1,072,634 Profit on sale of investments - (1,617,497)Dividend income (124,784) (35,800)Interest income (44,380,042) (13,028,721)Interest expense 411,971,247 399,554,722 Sundry balances written off / (back) (3,253,974) (807,751)Operating profit before working capital adjustment 1,459,914,865 1,249,782,508 Changes in working capitalInventories (619,679,890) (1,546,929,539)Trade receivables 262,773,920 (345,298,569)Loans and advances and other assets (41,805,163) (15,256,591)Other Bank balances (585,480,620) 1,459,533 Trade payables (683,706,202) 319,391,243 Other liabilities and provisions 7,379,314 9,118,150 Cash flow generated from operations (200,603,776) (327,733,265)Income tax paid (net of refunds) (236,240,736) (65,078,963)Net cash flow from operating activities (A) (436,844,512) (392,812,228)

CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including intangible assets) (211,733,681) (221,755,216)Purchase Consideration for Acquisition of Subsidiary - (13,286,640)Purchase of Investments (169,025,842) (5,500,000)Sale proceeds of investments 150,000,000 14,326,408 Sale proceeds of fixed assets 1,278,336 4,803,339 Dividend received 124,784 35,800 Interest received 36,072,695 10,766,518 NET CASH FLOW FROM INVESTING ACTIVITIES (B) (193,283,708) (210,609,791)


CASH FLOW STATEMENTFOR THE YEAR ENDED MARCH 31, 2013


(`)



CASH FLOW FROM FINANCING ACTIVITIESProceeds from borrowing (77,351,354) 966,255,049 Interest paid (413,906,813) (398,691,295)Proceeds from issue of share capital 1,500,332,130 - Share issue expenses (63,972,265) (11,103,350)Net Cash Flow From Financing Activities (C) 945,101,698 556,460,404 Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) 314,973,478 (46,961,615)Cash & Cash Equivalent at the beginning of the period / year 49,629,238 96,590,853 Cash & Cash Equivalent at the end of the period / year 364,602,716 49,629,238 Deposits with banks to the extent held as margin money for gold 541,357,011 35,046,248 Fixed deposits with banks as security against borrowings 217,884,946 138,715,089 CASH & BANK BALANCES AT THE END OF THE PERIOD / YEAR 1,123,844,673 223,390,575

Figures under bracket represent outflows.





A. PRINCIPLES OF CONSOLIDATIONThe Consolidated Financial Statements relate to Tara Jewels Limited (the “Company”) and its Subsidiaries (collectively referred to as “the Group”). The Consolidated Financial Statements are prepared on the following basis:

i) The consolidated financial statements of the Group have been prepared in accordance with the Accounting Standard 21, “Consolidated Financial Statement” issued by the Institute of Chartered Accountants of India.

ii) The financial statements of the Group have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances, intra-group transactions and un-realised profits or losses.

iii) The consolidated financial statements have been prepared using uniform accounting policies for like transaction and other events in similar circumstances and are presented to the extent possible, in the same manner as those of the parent company’s independent financial statements unless stated otherwise.

The operations of foreign subsidiaries have been considered by the management, as integral operations as described in Accounting Standard – AS 11 (revised) “Accounting for the effects of changes in foreign exchange rates”. Accordingly, the Financial Statements of the Subsidiaries have been translated to Indian rupees on following basis:

All income and expenses are translated at the average rate of exchange prevailing during the period;

Monetary assets and liabilities are translated at the Closing rate prevailing at the Balance Sheet date;

Non-monetary assets and liabilities are translated at the historical rates; and

The resulting exchange difference is recognized as income or expense for the period.


ACCOUNTING POLICIESFOR THE YEAR ENDED MARCH 31, 2013

iv) The difference between the cost to the Company of its investments in a subsidiary and its portion of equity of subsidiary on the date it became a subsidiary is recognized in the financial statement as Goodwill or Capital Reserve, as the case may be.

v) Minority Interest in the consolidated financial statement is identified and recognized after taking into consideration the minority share of movement in equity since the date parent-subsidiary relationship came into existence.

vi) Minority interest is presented separately from the liabilities or assets and the equity of the shareholders in the Consolidated Balance Sheet. Minority interest in the income of the Group is separately presented in Consolidated Statement of Profits and Loss.

vii) All Employees’ related benefits including social security have been provided in accordance with the laws of the country in which the individual entity is operating.

B. OTHER SIGNIFICANT ACCOUNTING POLICIESThese are set out under “Significant Accounting Policies” as given in the Company’s separate Financial Statements.






1 SHARE CAPITAL (`)


As atMarch 31, 2012

Authorised30,000,000 Equity Shares of ` 10 each 300,000,000 300,000,000

Issued, subscribed and paid-up24,577,482 (Previous year : 18,000,000) Equity Shares of ` 10 each fully paid up 245,774,820 180,000,000TOTAL 245,774,820 180,000,000

RECONCILIATION OF EQUITY SHARES OUTSTANDING


No. of Shares Amount (`) No. of Shares Amount (`)

As at the beginning of the year 18,000,000 180,000,000 18,000,000 180,000,000Add:Issue of shares (refer note 32) 6,560,869 65,608,690 - -Allotment of shares under ESOP (refer note 34) 16,613 166,130 - -

As at the end of the year 24,577,482 245,774,820 18,000,000 180,000,000

DETAILS OF SHARES FOR THE PERIOD OF FIVE YEARS IMMEDIATELY PRECEEDING THE REPORTING DATE

Particulars No. of Shares As at

March 31, 2013 As at

March 31, 2012(i) Alloted as fully paid up pursuant to contract without payment being received in cash. - pursuant to scheme of merger during the year ended March 31, 2009 3,062,413 3,062,413(ii) Alloted as fully paid up by way of bonus shares during the year ended March 31, 2011 5,923,707 5,923,707 (iii) cancellation of shares pursuant to scheme of merger during the year ended

March 31, 2009 75,000 75,000

DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES OF THE COMPANY

Name of Shareholder As at March 31, 2013 As at March 31, 2012 No. of Shares % No. of Shares %

Mr. Rajeev Sheth 14,482,893 58.93 14,482,893 80.46Fabrikant H.K. Trading Limited - - 3,239,999 18.00Crystalon Finanz AG 1,800,000 7.32 - -




Shares reserved for issue under Employee Stock Option Plan (‘ESOP 2010’)For details of shares reserved for issue under ESOP 2010 of the Company, refer note 34.

Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of ` 10 per share. Each holder of equity shares is entitled to one vote per share and dividend in indian rupees, if proposed by the Board of Directors, which is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2 RESERVES AND SURPLUS (`)


As atMarch 31, 2012

SECURITIES PREMIUM ACCOUNTBalance as at the beginning of the year 305,791,525 305,791,525Add: Received on account of issue of shares 1,434,391,180 -Add: Premium on exercise of ESOP 5,365,999 -Less: Public issue expenses (refer note 32) 81,139,716 -Balance as at the end of the year 1,664,408,988 305,791,525SEZ REINVESTMENT ALLOWANCE RESERVEBalance as at the beginning of the year 393,896,639 217,617,201Add: Additions during the year 295,509,625 219,439,741Less: Utilised during the year 102,755,263 43,160,303Balance as at the end of the year 586,651,001 393,896,639EMPLOYEE STOCK OPTIONS OUTSTANDINGBalance as at the beginning of the year 20,800,102 20,800,102Less: Utilisation during the year 5,199,869 -Balance as at the end of the year 15,600,233 20,800,102General Reserve 88,000,000 88,000,000Capital ReserveBalance as at the beginning of the year 26,848,865 8,617,132Add: Additions during the year - 18,231,733Balance as at the end of the year 26,848,865 26,848,865SURPLUSBalance as at the beginning of the year 1,757,315,830 1,408,847,698Add: Profit after tax for the year 736,710,208 538,948,853Add: SEZ reinvestment allowance reserve utilised 102,755,263 43,160,303Less: Transfer to SEZ reinvestment allowance reserve 295,509,625 219,439,741Less: Share of minority interest - 14,201,283Balance as at the end of the year 2,301,271,676 1,757,315,830TOTAL 4,682,780,763 2,592,652,961




3 LONG-TERM BORROWINGS (`)


Non Current Current Non Current Current

SECUREDTerm loan from bank 44,208,000 14,736,000 58,944,000 14,736,000Vehicle loan from bank 5,053,287 6,557,088 10,451,145 5,457,004Sub-total (A) 49,261,287 21,293,088 69,395,145 20,193,004UNSECUREDTerm loan from Others 13,448,199 6,418,851 - -Sub-total (B) 13,448,199 6,418,851 - -TOTAL (A+B) 62,709,486 27,711,939 69,395,145 20,193,004Less: Amount disclosed under 'other current liabilities' (note 8)

- 27,711,939 - 20,193,004

Net Total 62,709,486 - 69,395,145 -a) Term loan from bank was taken for purchase of property and carries interest @ 13.75% p.a. The loan is repayable in 60 monthly

installments of ` 1,228,000 each alongwith interest from April 2012. The loan is secured by first and exclusive charge by way of equitable mortgage over residential flat situated at Mazda Apartment, Bhulabhai Desai Road, Mumbai -400026. Further, the loan has been secured by personal guarantee of Mr. Rajeev Sheth, managing director of the Company

b) Vehicle loan is secured by hypothecation of vehicles. The interest rate ranges from 10.00% to 13.75% p.a. The loan is repayable in 36 to 60 monthly installments inclusive of interest from the date of loan.

c) Term loan from others was taken for purchase of Software Licenses and carries interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments of ` 2,182,950/- each including interest from February 2013.

d) Maturity Profile:

Particulars Maturity Period Total

1-2 Years 2-3 Years 3-4 Years

Term Loan 14,736,000 14,736,000 14,736,000 44,208,000Vehicle loan 4,145,533 867,645 40,109 5,053,287Term loan from Financial Institutions 7,308,865 6,139,334 - 13,448,199




4 DEFERRED TAX LIABILITIES / (ASSETS) (NET) (`)



Deferred tax liabilities arising on account of timing difference in:Depreciation 26,966,200 21,743,418TOTAL 26,966,200 21,743,418

Deferred tax assets arising on account of timing difference in:Provision for gratuity and leave encashment (12,153,808) (11,137,121)Unamortised amalgamation expenses u/s 35DD - (114,220)Unamortised share issue expenses u/s 35D (20,664,111) -Disallowance under section 40(a)(i) (849,750) -Other timing differences (5,910,888) (2,141,404)TOTAL (39,578,557) (13,392,745)NET DEFERRED TAX LIAIBILITY (12,612,357) 8,350,673

5 OTHER LONG TERM LIABILITIES (`)



Deferred lease obligations 284,514 909,932TOTAL 284,514 909,932

6 LONG-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 35) 23,324,240 21,900,068Leave encashment 11,961,985 11,813,509TOTAL 35,286,225 33,713,577




7 SHORT-TERM BORROWINGS (`)



SecuredWorking capital loans from banks 3,132,164,692 3,169,814,809UnsecuredLoan from related party (Refer note 33) 110,071,458 150,605,971TOTAL 3,242,236,150 3,320,420,780a) Working capital loans from banks are secured by hypothecation of inventories, book debts, plant and machinery, other fixed

assets, fixed deposits, other current assets and equitable mortgage of the Company’s immovable property at Seepz & MIDC, Andheri, Two flats at Royal Palms Goregaon and Flat No.502/401 in Pushpanjali Apartment located at Prabhadevi belonging to Divya Real Estate Pvt. Ltd.

The above facilities are further secured by (a) personal guarantee of managing director, Mr. Rajeev Sheth, (b) corporate guarantee of Divya Real Estate Pvt. Ltd. and Fabrikant Tara International LLC and (c) fixed deposits of ` 7.00 Crores of managing director, Mr. Rajeev Sheth.

Working Capital Loan by USA Subsidiary Company are secured by hypothecation of substantially all assets of the subsidiary company and subordinations.

Working Capital Loan taken by Hongkong Subsidiary Company are secured by hypothecation of inventory, receivables and Fixed Deposit. The loan further secured by corporate guarantee of Tara Jewels Limited and personal guarantee of managing director, Mr. Rajeev Sheth

b) Unsecured loan from related party is interest free and repayable on demand.

8 OTHER CURRENT LIABILITIES (`)



Current maturities of long-term borrowings 27,711,939 20,193,004Interest accrued but not due on borrowings 6,018,900 7,954,466Statutory liabilities 20,664,412 22,071,777Other payables# 107,258,126 97,906,823TOTAL 161,653,377 148,126,070

# Other Payables include expenses payable and advance received from customers.

9 SHORT-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 35) 97,281 330,194Leave encashment 373,506 282,382Provision for taxation (Net of tax payments) 98,673,735 124,732,331TOTAL 99,144,522 125,344,907




10. FIXED ASSETS (`)

Assets GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK

As at April 1,

2012

Additions Deductions As at March 31,

2013

Upto April 1,

2012

For the year Deductions/ Adjustments

Upto March 31,

2013

As at March 31,

2013

As at March 31,

2012

TANGIBLE ASSETS

Building 311,556,196 253,567 - 311,809,763 100,967,798 15,231,518 - 116,199,316 195,610,447 210,588,398

Leasehold Improvements 74,367,811 9,743,392 - 84,111,203 22,611,843 22,130,744 - 44,742,587 39,368,616 51,755,968

Vehicles 45,040,144 521,964 2,048,501 43,513,607 16,527,692 7,238,745 1,276,484 22,489,953 21,023,654 28,512,452

Air Conditioners 26,873,866 225,654 - 27,099,520 14,297,202 1,773,859 - 16,071,061 11,028,459 12,576,664

Computer Hardwares 66,701,258 2,231,707 - 68,932,965 54,366,572 5,125,483 - 59,492,055 9,440,910 12,334,686

Electric Installations 46,864,874 123,943 - 46,988,817 22,565,849 3,385,835 - 25,951,684 21,037,133 24,299,025

Silver Models 217,862,906 68,915,388 - 286,778,294 126,061,942 28,299,831 - 154,361,773 132,416,521 91,800,964

Furniture & Fixtures 155,335,692 3,123,578 - 158,459,270 71,851,962 15,475,552 - 87,327,514 71,131,756 83,483,730

Office Equipments 35,317,602 7,586,753 - 42,904,355 15,993,506 2,832,419 - 18,825,925 24,078,430 19,324,096

Plant & Machinery 281,622,100 5,499,685 1,206,659 285,915,126 133,535,602 20,999,723 518,600 154,016,725 131,898,401 148,086,498

Factory Equipments 10,467,246 161,150 - 10,628,396 3,922,845 923,435 - 4,846,280 5,782,116 6,544,401

Flat 105,417,749 1,250 - 105,418,999 2,168,354 5,162,522 - 7,330,876 98,088,123 103,249,395

Ship 4,951,213 - - 4,951,213 3,054,323 379,378 - 3,433,701 1,517,512 1,896,890

TOTAL 1,382,378,657 98,388,031 3,255,160 1,477,511,528 587,925,490 128,959,044 1,795,084 715,089,450 762,422,078 794,453,167

PREVIOUS YEAR 1,160,513,831 235,383,752 13,518,926 1,382,378,657 464,265,481 132,607,319 8,947,310 587,925,490 794,453,167 696,248,350

INTANGIBLE ASSETS

Trademark 1,156,250 - - 1,156,250 289,063 115,625 - 404,688 751,562 867,187

Computer Software 32,494,896 27,982,685 - 60,477,581 25,017,669 4,527,628 - 29,545,297 30,932,284 7,477,227

Goodwill 27,020,125 - - 27,020,125 21,616,100 5,404,025 - 27,020,125 - 5,404,025

TOTAL 60,671,271 27,982,685 - 88,653,956 46,922,832 10,047,278 - 56,970,110 31,683,846 13,748,439

PREVIOUS YEAR 56,347,627 4,323,644 - 60,671,271 37,264,229 9,658,603 - 46,922,832 13,748,439 19,083,398

Capital-work-in-progress 8,521,830 1,365,000







TRADE INVESTMENTS (AT COST, UNQUOTED, FULLY PAID UP)Investment in Equity InstrumentsAssociatesDivya Jewels Pvt. Ltd. 175,000 175,0005,000 Equity shares of face value ` 10 each

Total Trade Investments (A) 175,000 175,000

OTHER INVESTMENTS (AT COST, QUOTED UNLESS OTHERWISE STATED)Investment in Equity InstrumentsOther entitiesPunjab National Bank 43,400 43,4001,400 Equity shares of face value ` 10 each fully paid up(Market value as on 31.03.2013 - ` 1,004,500)

Bank of India Ltd 63,000 63,0001,400 Equity shares of face value ` 10 each fully paid up(Market value as on 31.03.2013 - ` 423,500)

INVESTMENT IN MUTUAL FUNDSSBI MF Magnum Balanced Fund - Regular Plan Growth 8,000,000 2,000,000160464.431 (Previous Year : 11431.184) Units of Face Value ` 10 each(N.A.V. as on 31.03.2013 - ` 8,750,286)

SBI Premier Liquid Fund - Regular Fund Daily Dividend 25,842 -25.755 Units (Previous Year : Nil) of Face Value ` 10 each(N.A.V. as on 31.03.2013 - ` 25,838)

AACG-Union KBC Asset Allocation Fund - Conservative Plan Growth 1,500,000 -150,000 Units (Previous Year : Nil) of Face Value ` 10/- each.(N.A.V as on 31.03.2013- ` 1,488,330/-)

AAMG Union KBC Asset Allocation Fund - Moderate Plan Growth 1,500,000 -149,990 Units (Previous Year : Nil) of Face value ` 10/- each(N.A.V as on 31.03.2013 - ` 1,589,924/-)

CP1G-Union KBC Capital Protection Oriented Fund - Series 1 Growth 1,000,000 -99,990 Units (Previous Year : Nil) of Face Value of ` 10/- each







(N.A.V as on 31.03.2013 - ` 998,740/-)

DBG-Union KBC Dynamic Bond Fund - Growth 1,500,000 -141,133.851 Units (Previous Year : Nil) of Face Value of ` 10.6275/- each(N.A.V as on 31.03.2013 of ` 1,551,089/-)

INVESTMENT IN MUTUAL FUNDS (UNQUOTED)IIMCL-Emerging India Opportunities Fund 17,500,000 10,000,0001,750 (Previous year : 1,000) units of face value ` 10,000 each

TOTAL OTHER INVESTMENTS (B) 31,132,242 12,106,400

TOTAL (A + B) 31,307,242 12,281,400

DETAILS OF QUOTED AND UNQUOTED INVESTMENTSAggregate amount of quoted investments (Market value of ` 15,832,207 (Previous Year ` 3,879,400))

13,632,242 2,106,400

Aggregate amount of unquoted investments 17,675,000 10,175,000TOTAL 31,307,242 12,281,400

12 LONG-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodCapital Advances 77,022,582 2,201,521Security Deposits 49,572,254 34,793,618Prepaid expenses 689,720 542,201Other loans and advances* 2,799,991 2,799,991TOTAL 130,084,547 40,337,331

* Includes primarily claims receivable




13 INVENTORIES (valued at lower of cost and net realisable value) (`)



Raw materials 1,623,029,331 1,656,638,262Work-in-process 2,970,553,720 2,446,018,345Finished goods 1,843,548,618 1,620,638,754(including Goods-in-transit ` 5,706,098 (Previous year ` 4,466,659))Stock-in-trade 28,815,987 157,589,211Stores and consumables 43,432,108 8,815,302TOTAL 6,509,379,764 5,889,699,874

14 TRADE RECEIVABLES (`)



UnsecuredOutstanding for a period exceeding six months from the date they became due for paymentConsidered Good 82,357,261 368,038,095Considered Doubtful 1,359,750 1,279,000

83,717,011 369,317,095Other DebtsConsidered Good 2,819,162,290 2,796,255,376Considered Doubtful - -

2,819,162,290 2,796,255,376Less: Provision for bad & doubtful debts (1,359,750) (1,279,000)TOTAL 2,901,519,551 3,164,293,471

15 CASH AND BANK BALANCES (`)



Cash and Cash EquivalentsBalances with banks 83,811,225 29,266,039Cash on hand 25,791,491 20,363,199Fixed deposits with banks with less than three months maturity 255,000,000 -Other Bank BalancesDeposits with banks to the extent held as margin money for gold 541,357,011 35,046,248Fixed deposits with banks as security against borrowings 217,884,946 138,715,089TOTAL 1,123,844,673 223,390,575




16 SHORT-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodLoans to employees 3,938,200 2,500,554Prepaid expenses 48,137,896 48,730,952Balances with Statutory, Government Authorities 55,882,144 38,115,686Other loans and advances* 34,933,875 26,665,915TOTAL 142,892,115 116,013,107

* Includes primarily advance paid to creditors

17 OTHER CURRENT ASSETS



Public issue expenses - 42,997,589Interest accrued on fixed deposits 11,687,660 3,380,313TOTAL 11,687,660 46,377,902

18 REVENUE FROM OPERATIONS



Sale of products 16,351,988,468 13,990,066,687Sale of services 2,521,424 136,986Other Operating Revenues - 663,341TOTAL 16,354,509,892 13,990,867,014

19 OTHER INCOME



Interest on fixed deposits 43,639,557 12,623,639Interest on others 740,485 405,082Dividend income 124,784 35,800Rent received 600,000 600,000Profit on sale of fixed assets (Net) - 1,304,357Profit on sale of investments (Net) - 1,617,497Miscellaneous income 4,234,060 3,100,896TOTAL 49,338,886 19,687,271




20 COST OF MATERIALS CONSUMED (`)



As at beginning of the year 1,656,638,262 688,644,815Add: Purchases 9,461,320,408 6,105,764,910Less : As at end of the year 1,623,029,331 1,656,638,262Total Cost of materials consumed 9,494,929,339 5,137,771,463

21 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK-IN-PROCESS AND STOCK-IN-TRADE

(`)



Inventories as at the beginning of the yearWork - in - process 2,446,018,345 2,520,708,296Finished goods 1,620,638,754 1,039,322,685Stock-in-trade 157,589,211 84,562,359TOTAL 4,224,246,310 3,644,593,340Less : Inventories as at the end of the yearWork - in - process 2,970,553,720 2,446,018,345Finished goods 1,843,548,618 1,620,638,754Stock-in-trade 28,815,987 157,589,211TOTAL 4,842,918,325 4,224,246,310NET DECREASE / (INCREASE) IN INVENTORIES (618,672,015) (579,652,970)

22 EMPLOYEE BENEFIT EXPENSES (`)



Salaries, allowances and bonus 361,179,761 355,057,300Contribution to provident and other funds 31,629,242 29,202,678Directors remuneration 39,459,327 34,382,034Staff and labour welfare 13,283,962 14,458,516TOTAL 445,552,292 433,100,528




23 FINANCE COST (`)



Interest expense 411,971,247 399,554,722Other borrowing cost 38,757,968 24,667,667Bank charges 40,019,279 46,284,739TOTAL 490,748,494 470,507,128

24 DEPRECIATION AND AMORTISATION EXPENSE (`)



Depreciation of tangible assets 128,959,044 132,607,319Amortisation of intangible assets 10,047,278 9,658,603TOTAL 139,006,322 142,265,922




Manufacturing ExpensesWages, allowances & bonus 101,734,116 95,317,943Import clearing charges 10,836,227 13,741,658Labour charges 278,565,083 325,738,095Packing material 8,785,198 7,154,961Electric power, fuel and water 28,373,583 31,188,735Repairs and maintenance: factory building 1,743,792 1,893,620Repairs and maintenance: plant & machinery 4,983,463 7,242,426Foreign exchange difference (net) (41,706,531) (31,342,575)Stores and consumables consumed 70,765,765 58,570,755

464,080,696 509,505,618Selling, Administration and Other ExpensesAdvertisement 11,578,853 32,941,774Auditor's remuneration 5,909,809 7,046,289Commission 489,662 1,971,307Discount 14,133,305 29,242,125Credit insurance 19,493,322 20,041,402Donation - 1,100,000Electricity charges 6,658,998 6,274,034Export clearing charges 10,748,740 10,491,435Fixed assets written off - 1,072,634House Keeping Expenses 7,796,280 8,881,446Insurance 22,383,333 21,343,731







Legal and professional fees 27,358,405 35,168,866Loss on sale of fixed assets (net) 181,740 -Rates and taxes 5,568,113 6,277,786Rent 92,915,424 75,102,688Repairs & maintenance - other 18,480,987 20,590,320Sales promotion expenses 86,439,799 84,933,510Security charges 19,333,642 17,571,727Telephone and internet expenses 8,520,624 9,305,289Travelling & conveyance expenses 31,783,805 30,382,812Exchange difference on conversion of financials (5,309,180) (15,865,602)Preliminary Expenses written off 87,581 123,998Miscellaneous expenses 70,942,275 60,789,537

455,495,517 464,787,108TOTAL 919,576,213 974,292,726

26 CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS (to the extent not recognised) Contingent liabilities (`)



Claims against the Company not acknowledged as debt in respect of:a. Custom duty matter 1,900,563 1,900,563b. Property tax 1,366,031 342,004c. Service tax matter 6,728,389 6,728,389Bills discounted 1,330,093,499 1,518,548,993TOTAL 1,340,088,482 1,527,519,949

Commitments



Estimated amount of contracts remaining to be executed on capital account and not provided for

108,075,758 450,000

TOTAL 108,075,758 450,000Income Tax AssessmentThe Income- Tax assessments of the Company have been completed up to Assessment Year 2009-10. The disputed demand outstanding (net of refund due) up to the said assessment year is approximately ̀ 112,500,000 Based on the decisions of the appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.




27 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURESContingent liabilitiesa) Forward Contracts outstanding as at the reporting date :

There are no forward contract outstanding as at the end of the current and previous year.

b) Particulars of unhedged foreign currency exposure as at the reporting date :

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to ̀ 208,220,683/- (Previous year : ` 666,739,988).

28 ACCOUNTING AND DISCLOSURE OF BILLS DISCOUNTED WITH BANKSContingent liabilitiesDuring the previous year, the Company followed the practice of separately disclosing the gross amount of trade receivables and the amount of monies received from the banks on discounting of bills as short term borrowings.

During the current year, the Company adopted the practice of disclosing bills discounted with banks as contingent liabilities and hence trade receivables and short term borrowings have accordingly been netted off to the extent the same represent bills discounted with banks.

29 OPERATING LEASES

a. The Company has given commercial premises on operating lease. In respect of this arrangements, lease rentals income of ` 600,000 (Previous Year : ` 600,000) are recognised in the statement of profit and loss for the period and are included under Rent (disclosed under Other Income in Note 19)

b. The Company’s significant leasing arrangements are in respect of residential flats and office premises taken on lease. The arrangements range between 11 months and 9 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the period and included under Rent, Rates and Taxes (disclosed under Other Expenses in Note 25).

The aggregate rental expenses of all the operating leases for the period are ` 92,915,424 (Previous year: ` 75,102,688).

The future minimum lease payments to be paid under non-cancellable operating leases are as follows:

(`)

Minimum Lease Payments As at March 31, 2013


Not later than one year 43,482,335 29,200,856Later than one year but not later than five years 18,989,549 41,527,626




30 SEGMENT INFORMATIONA. INFORMATION ABOUT PRIMARY BUSINESS SEGMENTThe Company is exclusively engaged in the “Diamond and Gold Jewellery” Business Segment.B. INFORMATION ABOUT SECONDARY GEOGRAPHICAL SEGMENT.

(`)

Particulars April 1, 2012 to March 31, 2013

India Outside India* Total

External Revenue 3,072,395,777 13,282,114,115 16,354,509,892 (2,657,030,297) (11,333,836,717) (13,990,867,014)


Carrying Amount of Segment Assets 7,957,996,290 3,707,959,373 11,665,955,663 (6,356,102,035) (3,945,858,231) (10,301,960,266)

April 1, 2012 to March 31, 2013

Capital Expenditure 133,460,190 67,356 133,527,546 (208,487,494) (13,978,049) (222,465,543)

* Includes mainly United States of America, Australia, China (including Hong kong), United Arab

Emirates, Europe, South-Africa and United Kindom

Note: The figures in brackets are in respect of the previous year ended March 31, 2012

Notes:

(a) Segment Revenue in the geographical segment considered for disclosure are as follows:

- Revenue within India includes sales to customers located within India and earnings in India

- Revenue outside India includes sales to customers located outside India and earnings outside India.

(b) Segment revenue, results, assets and liabilities includes the respective amounts identified to each the segment and amounts allocated on a reasonable basis.




31 EARNINGS PER SHARE(`)



Profit after tax (`) 736,710,208 538,948,853Weighted average number of equity shares for Basic EPS 20,570,996 18,000,000Add: Potential equity shares on exercise of option of ESOP 46,848 62,463Weighted average number of equity shares for Diluted EPS 20,617,844 18,062,463Nominal Value per Share (`) 10.00 10.00Basic Earnings Per Share (`) 35.81 29.94Diluted Earnings Per Share (`) 35.73 29.84

32 ISSUE OF SHARES

a) During the year, the Company has made Initial Public Offer (IPO) and Pre-IPO of Equity shares as follows :

(i) Pre-IPO of 1,800,000 equity shares of ` 10/- each for cash at ` 225/- per share (including share premium of ` 215/- per equity share)

(ii) IPO of 4,760,869 equity shares of ` 10/- each for cash at ` 230/- per equity share (including share premium of ` 220/- per equity share).

(iii) An offer for sale in IPO of 3,043,478 shares by Fabrikant H.K. Trading Limited (a selling shareholder) of ` 10/- each for cash at ` 230/- per equity share (including share premium of ` 220/- per equity share).

The Company’s shares got listed on Bombay Stock Exchange and National Stock Exchange on December 6, 2012.

Net Proceeds received by the Company from issue of shares is tabulated below:

Particulars No. of Shares Amount (`)

Issue and Proceeds from Pre-IPO (A) 1,800,000 405,000,000Issue and Proceeds from IPO 7,804,347 1,794,999,810Less : Issue and Proceeds remitted to a selling shareholder 3,043,478 699,999,940Net Proceeds from IPO (B) 4,760,869 1,094,999,870Proceeds from Issue of shares (A+B) 6,560,869 1,499,999,870




b) Utilisation of funds out of net proceeds of the IPO and Pre-IPO is as follows: (Amount in `)

Particulars Utilisation planned as per

Prospectus

Amount Utilised till March 31,

2013

Balance unutilised as on

March 31, 2013

Finance the establishment of new retail stores 664,889,974 543,989,663 120,900,311Repayment / pre-payment of loans 500,000,000 500,000,000 -General corporate purposes and issue related expenses 335,109,896 335,109,896 -TOTAL 1,499,999,870 1,379,099,559 120,900,311Balance unutilised amount of the proceeds is temporarily held in fixed deposits with banks .

c) The Company has incurred total expenses of ` 164,898,638 in relation to IPO and Pre-IPO of 9,604,347 shares (Public issue expenses). The public issue expenses of ` 57,928,784 has been recovered from selling shareholder.

Balance public issue expenses of ` 81,139,716 (net of deferred tax of ` 25,830,138) have been adjusted against the securities premium received from the issue.




33 RELATED PARTY DISCLOSUREDisclosures of Related Party Transactions as per AS-18 “Related Party Disclosure” is given below:A. LIST OF RELATED PARTIES Key Management Personnel / Relatives 1. Mr.Rajeev Sheth 2. Ms. Aarti Sheth 3. Ms. Alpana Deo (Resigned on 31.01.2013) 4. Mrs. Nalini Rajan 5. Mr. Vikram Raizada 6. Ms. Divya Sheth 7. Mrs. Purnima Sheth Entities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control 1. F. T. Diamonds 2. Divya Jewels International Pvt. Ltd. 3. Divya Real Estate Pvt. Ltd. 4. Aarti Jewellers Pvt Ltd. 5. Karan Arjun Jewellery Pvt. Ltd. 6. Tara Duniya Corporation 7. Fabrikant Inventory LLC

B. TRANSACTIONS DURING THE YEAR APRIL 1, 2012 TO MARCH 31, 2013 (Amount in `)

Particulars Name of the Related Party Key Management Personnel/ Relatives Entities in which Key Managerial Personnel/ their relatives have significant influence or

control Current

Year Previous

Year Current

Year Previous

YearSale of Goods F. T. Diamonds Inc. - - - 1,238,986Purchase of Goods Aarti Jewellers Pvt Ltd. - - - 144,662Labour Charges Paid F. T. Diamonds Inc. - - 384 -Labour Charges Received Karan Arjun Jewellery Pvt. Ltd. - - 300 78,649

Aarti Jewellers Pvt Ltd. - - 110,633 -Remuneration and Commission

Mr. Rajeev Sheth 20,966,530 12,000,000 - -Ms. Aarti Sheth 3,000,000 3,000,000 - -Ms. Divya Sheth 915,155 - - -Ms. Alpana Deo 4,000,000 4,800,000 - -Mrs. Nalini Rajan 4,073,634 4,082,036 - -Mr.Vikram Raizada 9,039,720 10,143,121 - -Perquisites to Directors 379,443 356,876 - -

Rent Paid Divya Real Estate Pvt. Ltd. - - 600,000 600,000Sales Promotion Expenses Aarti Jewellers Pvt Ltd. - - 15,850 24,800Unsecured Loan Taken Divya Jewels International Pvt. Ltd. - - - 75,000,000

F. T. Diamonds Inc. - - 831,406 11,086,679Repayment of Unsecured Loan Taken

Divya Jewels International Pvt. Ltd. - - 34,693,367 42,349,410F. T. Diamonds Inc. 7,601,625 -Tara Duniya Corporation - - 1,631,700 511,600

Sale of Investments Mrs. Purnima Sheth - 3,000,000 - -Interest Received F. T. Diamonds Inc. - - - 6,281




C. CLOSING BALANCES (Amount in `)

Particulars Name of the Related Party Key Management Personnel/ Relatives Entities in which Key Managerial Personnel/ their relatives have significant influence or

control Current

Year Previous

Year Current

Year Previous

YearTrade Receivables Karan Arjun Jewellery Pvt. Ltd. - - - 20,549

F. T. Diamonds Inc. - - 896,144 1,155,646Aarti Jewellers Pvt Ltd. - - 28,763 -

Investments Divya Jewels International Pvt. Ltd. - - 175,000 175,000Rent Payable Divya Real Estate Pvt. Ltd. - - - 1,080,000Short Term Borrowings Divya Jewels International Pvt. Ltd. - - 75,353,723 110,047,090

F.T. Diamonds - - 5,228,456 11,286,050Tara Duniya Corporation - - 29,489,279 29,272,831

Director Remuneration Payable

Mr.Rajeev Sheth 8,966,530 - - -Ms. Alpana Deo - 241,791 - -

34 EMPLOYEE STOCK OPTION PLANThe Company implemented “ESOP 2010” as approved by the shareholders of the Company. Details of the options granted under the plan are as under:

Grant Date Option No of Options Exercise Price(`) Vesting Period

02.09.2010 Grant A 442,571 333 02.09.2010 to 01.09.2014

02.09.2010 Grant B 66,454 20 02.09.2010The options are granted at an exercise price. Each option entitles the holder to exercise the right to apply for and seek allotment of one equity share of ` 10/- each. The options have vesting periods as stated above in accordance with the vesting schedule as per the said plans.

The particulars of options granted and lapsed under the plan are as below:

Particulars Year ended March 31, 2013 Year ended March 31, 2012

Grant A Grant B Grant A Grant B

Options outstanding as at the beginning of the year 442,571 66,454 442,571 66,454Add: Options granted during the year Nil Nil Nil NilLess: Options lapsed during the year Nil Nil Nil NilLess: Options exercised during the year Nil 16,613 Nil NilLess: Options Surrendered during the year 442,571 Nil Nil NilOptions outstanding as at the end of the year Nil 49,841 442,571 66,454




The Company has followed the intrinsic value-based method of accounting for stock options based on Guidance Note on Accounting for Employee Share -based Payments, issued by the Institute of Chartered Accountants of India. Had the compensation cost for the Company’s stock based compensation plans been determined in the manner consistent with the fair value approach as described in the said Guidance Note, (a) the Company’s net income would be lower by ` 8,649,483 (previous year : ` 12,291,887), (b) General Reserve would have been higher by ` 29,229,594 (previous year : NIL) due to surrender of options and (c) earnings per share as reported would be lower as indicated below:

(`)



Net profit after tax, as reported 736,710,208 538,948,853Less: Total stock-based employee compensation expense determined under fair value based method

8,649,483 12,291,887

Add: Total stock-based employee compensation expense determined under intrinsic value based method

- -

Adjusted net profit after tax 728,060,725 526,656,966Basic earning per share - As reported 35.81 29.94 - Adjusted 35.39 29.26Diluted earning per share - As reported 35.73 29.84 - Adjusted 35.31 29.16

The fair value of each option is estimated on the date of grant based on the following assumptions:

Particulars Grant dated 02.09.2010

Dividend yield (%) 0.00%Expected life (years) 3.50 YrsRisk free interest rate(%) 6.58%Volatility (%) 0.00%







THE COMPANY HAS CLASSIFIED THE VARIOUS BENEFITS PROVIDED TO EMPLOYEES AS UNDER :-I. Defined Contribution Plansa. Employer's contribution to provident fundb. Employer's contribution to employee’s state insurance During the year, the Company has recognised the following amounts in the Statement

of Profit and Loss - Employers' contribution to provident fund 13,841,771 14,645,516 - Employers' contribution to employee’s state insurance 7,075,505 6,759,203II. Defined Benefit Plan Contribution to Gratuity Funda. Major Assumptions (% p.a.) (% p.a.) Discount rate 8 8 Expected rate of return on plan assets 8 8 Salary escalation rate@ 5 5@ The estimates for future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.b. Change in the Present Value of Obligation ` `

Present value of obligation at beginning of period / year 22,373,475 17,036,418 Current service cost 11,647,055 11,136,923 Interest cost 2,968,551 1,513,639 Benefit paid from fund (1,477,415) (2,469,633) Benefit paid directly from Company (4,541,195) Actuarial (gain) \ loss on obligations (6,817,235) (4,843,872) Present value of obligation at end of the year 24,153,236 22,373,475c. Change in Fair Value of Plan Assets Fair value of plan assets at beginning of period / year 143,213 1,471,991 Expected return on plan assets 12,232 83,898 Actuarial (gain) \ loss on obligations 2,575 (22,987) Contributions 2,051,110 1,079,944 Benefits paid (1,477,415) (2,469,633) Fair Value of Plan Assets at end of the year 731,715 143,213d. Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of

Assets Present value of funded obligation at end of the year 24,153,236 22,373,475 Fair value of plan assets at end of the year 731,715 143,213 Funded status (23,421,521) (22,230,262) Present value of unfunded obligation at end of the year 23,421,521 22,230,262 Unfunded net liability recognised in the Balance Sheet 23,421,521 22,230,262







e. Amount recognised in the Balance Sheet Present value of obligation at end of the year 24,153,236 22,373,475 Fair value of plan assets at end of the year 731,715 143,213 Liability recognised in the Balance Sheet 23,421,521 22,230,262 Disclosed under : Long term provision 23,324,240 21,900,068 Short term provisions 97,281 330,194f. Expenses Recognised in the Statement of Profit and Loss Current service cost 11,647,055 11,136,923 Interest cost 2,968,551 1,513,639 Expected return on plan assets (12,232) (83,898) Net actuarial losses / (gain) recognised in the year (6,819,810) (4,820,885)TOTAL EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS** 7,783,564 7,745,779 Actual return on plan assets 14,807 60,911** Included in contribution to provident and other funds

36 DEFERRED TAX EXPENSE / (INCOME) (`)


As atMarch 31, 2012

Deferred tax Liability / (Assets) as at the end of year (12,612,357) 8,350,673Less : Opening deferred tax Liability / (Asset) 8,350,673 9,865,432

(20,963,030) (1,514,759)Add: Deferred tax assets created on public issue expenses adjusted against securities premium

25,830,138

Deferred tax Expense / (Income) recognised in Statement of Profit and Loss 4,867,108 (1,514,759)

37 CAPITAL RESERVE ON CONSOLIDATION COMPRISES OF: (`)


As atMarch 31, 2012

Capital reserve in respect of :Tara Jewels Holding Inc. (Including Fabrikant Tara International LLC) 21,170,278 21,170,278Tara (Hong Kong) Limited 5,678,587 5,678,587TOTAL 26,848,865 26,848,865




38 MINORITY INTEREST REPRESENT THE MINORITY’S SHARE IN EQUITY OF SUBSIDIARIES AS BELOW:

(`)


As atMarch 31, 2012

Minority Interest in respect of:Tara Jewels Honduras - 239TOTAL - 239

39 MINORITY INTEREST REPRESENT THE MINORITY’S SHARE IN EQUITY OF SUBSIDIARIES AS BELOW:

Name of Subsidiary Country of Incorporation

Proportion of Ownership

Interest

Tara Jewels Holdings, Inc. USA 100%Fabricant-Tara International LLC* USA 100%Tara (Hong Kong) Limited** Hong Kong 100%Tara China Jewelry Limited*** China 100%Tara Jewels Honduras, Sociedad de Responsabilidad Limitada**** Honduras 99.6%

* Subsidiary of Tara Jewels Holdings, Inc. and wholly owned subsidiary w.e.f. December 29, 2011

** Tara (Hong Kong) Limited has become subsidiary w.e.f. September 16, 2010

*** Wholly owned Subsidiary of Tara (Hong Kong) Limited

**** Subsidiary of Tara Jewels Holdings, Inc. w.e.f. January 17, 2011.

40 PRIOR YEAR COMPARATIVES

Prior year comparatives have been reclassified to confirm with the current year’s presentation, wherever applicable.





Sr. Particulars Tara (Hong Kong) Limited

Tara Jewels Holdings Inc.

Fabrikant-Tara International,

LLC.


Tara Jewels Honduras,

Sociedad de Responsabilidad

Limitada

1. Financial year of the Subsidiary Company ended on

31st March, 2013

31st March, 2013

31st March, 2013

31st March, 2013

31st March, 2013

2. Shares of the Subsidiary Company held on the above date and extent of Holding:a) Equity / Ordinary / Common

Shares655590

Ordinary Shares of H. K. Dollar 10 each

2,000 Common Shares of par

value US $ 0.01 each

Partnership Firm

62500 Ordinary Shares of H. K. Dollar 10 each

249 Social Parts of Lempiras 100 each

b) Extent of Holding (%) 100% 100% 100% 100% 99.60%3. The net aggregate amount of profit

/ (loss), of the subsidiary company so far as it is concerned with the members of the Company: (in US $)i) Dealt within the holding

company’s accounts a) For the financial year of

the Subsidiary Nil Nil Nil Nil Nil

b) For the previous financial years of the Subsidiary/since it became the Holding company’s subsidiary

Nil Nil Nil Nil Nil

ii) Not dealt within the holding company’s accounts:

a) For the financial year of the Subsidiary

791,431 (333,031) 595,051 230,104 (9,716)

b) For the previous financial years of the Subsidiary/since it became the Holding company’s subsidiary

516,487 1,095,205 - 12,231 (26,334)

STATEMENT PURSUANT TO SECTION 212OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES


PARTICULARS REGARDING SUBSIDIARY COMPANIES IN ACCORDANCE WITH GENERAL CIRCULAR NO: 02/2011 DATED 8TH FEBRUARY, 2011 FROM THE MINISTRY OF CORPORATE AFFAIRSFINANCIAL INFORMATION OF SUBSIDIARY COMPANIES

Name of the SubsidiaryCompany

Tara Jewels Holdings Inc

Fabrikant Tara International

LLC

Tara (Hong Kong) Limited


Tara Jewels Honduras, Soc.

D. R. Ltd.

Reporting Currency US $ US $ US $ US $ US $Capital 2,100,000 3,437,129 841,537 80,805 1,311Reserves 1,357,225 1,246,482 8,349 (36,195)Total Assets 3,530,176 23,622,593 12,605,095 366,414 5,028Total Liabilities 3,530,176 23,622,593 12,605,095 366,414 5,028Investments other than investments in subsidiary

0 0 0 0 0

Turnover 0 65,814,156 77,345,326 185,401 0Profit Before Taxation (43,483) 595,642 1,011,931 230,104 (9,755)Provision for Taxation 289,548 591 220,500 0 0Profit After Taxation (333,031) 595,051 791,431 230,104 (9,755)Proposed Dividend 0 0 0 0 0Country U.S.A U.S.A Hong Kong China Honduras

134TARA JEWELS LIMITED

CORPORATE INFORMATIONBOARD OF DIRECTORS Mr. Rajeev Sheth

Mr. Vikram RaizadaMs. Nalini RajanMs. Fern MallisMr. Nikkhil VaidyaMr. Rajiv Lochan JainMr. Rakesh KalraMr. Shanti Saroop KhindriaMr. Sandro Brodbeck Mr. Francois Arpels

COMPANY SECRETARY & COMPLIANCE OFFICER

Mr. Amol Raje

STATUTORY AUDITORS C.B. Chhajed & Co., Chartered AccountantsDGP House, Ground Floor88-C, Old Prabhadevi RoadMumbai – 400 025

REGISTRAR AND SHARE TRANSFER AGENTS Link Intime India Private LimitedC-13 Pannalal Silk Mills Compound,L.B.S Marg, Bhandup West,Mumbai 400078

PRINCIPAL BANKERS State Bank of IndiaPunjab National BankUnion Bank of IndiaState Bank of PatialaCentral Bank of IndiaBank of IndiaAxis BankIDBI BankExim BankCorporation Bank

REGISTERED OFFICE Plot No. 122, 15th Road, Near IDBI Bank, MIDC, Andheri (East) Mumbai – 400 093

CORPORATE OFFICE Plot No. 29(P) & 30(P), Sub Plot A, SEEPZ-SEZ, Andheri (East) Mumbai – 400 096

WEBSITE www.tarajewels.in

PLANTS Plot No. 29(P) & 30(P), Sub-Plot ‘A’, SEEPZ SEZ Andheri (E), Mumbai – 400096Unit No. GJ-7, SDF VII, SEEPZ SEZ Andheri (E), Mumbai – 400096Plot No.122, 15th Road, Near IDBI Bank, MIDC, Andheri (E), Mumbai – 4000931F and 2F, Building No,12 (B1), ShawanJewelry Industrial Park No.999, Fook Lung Main Road, (Fuchong) Shawan, Panyu, Guangzhou, China



NOTES

TARA JEWELS LIMITEDRegistered OfficePlot No. 122, 15th Road, Near IDBI Bank, MIDC, Andheri (East) Mumbai – 400 093, India Corporate OfficePlot No. 29(P) & 30(P), Sub Plot A, SEEPZ SEZ, Andheri (East) Mumbai – 400 096, India

www.tarajewels.in

Find us on Facebook (tarajewellers)Log on to tarajewellers.inScan this code to find a Tara Jewellers store near you.


NOTICE

Notice is hereby given that the Twelfth (12th) Annual General Meeting (AGM) of the Members of Tara Jewels Limited will be held on Wednesday, 4th September, 2013, at 03.00 p.m. at Hotel Tunga Paradise, P-16, Near SEEPZ, MIDC Central Road, Andheri (East), Mumbai – 400 072 to transact the following business:

Ordinary Business:1. To receive, consider and adopt the Balance Sheet as at 31st

March, 2013, the statement of Profit and Loss for the year ended on that date including notes to financial statements and the Report of the Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. Rakesh Kalra, who retires by rotation and, being eligible, seeks re-appointment.

3. To appoint a Director in place of Mr. Rajiv Lochan Jain, who retires by rotation and, being eligible, seeks re-appointment.

4. To re-appoint the Statutory Auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and fix their remuneration and for that purpose to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. C.B. Chhajed & Co, Chartered Accountants, Mumbai (Firm Registration No. 101796W), be and are hereby re-appointed 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 on such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors of the Company.”

Special Business:5. To consider and, if thought fit, to pass with or without

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Sandro Brodbeck, who was appointed as an Additional Director of the Company and holding office up to the date of this Annual General Meeting, and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956, in writing proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

6. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT Mr. Francois Arpels, who was appointed as an Additional Director of the Company and holding office up to the date of this Annual General Meeting, and in respect of whom the Company has received a notice under Section 257 of the Companies Act, 1956, in writing proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”

7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 314(1B) and other applicable provisions, if any, of the Companies Act, 1956 and Director’s Relatives (Office or Place of Profit) Amendment Rules, 2011, consent of the members of the Company be and is hereby accorded to Ms. Aarti Sheth, a relative of Mr. Rajeev Sheth, Chairman and Managing Director of the Company, for holding an office or place of profit as General Manager – Strategy & Business Development (Exports Division) of the Company, with effect from 1st August, 2012, at a monthly remuneration of ` 2,50,000/- (Rupees Two Lac Fifty Thousand Only), with authority to the Board of Directors to increase the remuneration within the maximum ceiling under the provisions of the Act or any modifications / re-enactments thereof and subject to necessary statutory approvals, if any, beyond the maximum limit, as may be prescribed from time to time.”

Registered office: By Order of the Board of DirectorsPlot No. 122, 15th Road, For Tara Jewels LimitedNear IDBI Bank, M.I.D.C Andheri (E)Mumbai – 400 093

Place : Mumbai Amol RajeDate : 25th July, 2013 Company Secretary


NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL

GENERAL MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND SUCH PROXIES NEED NOT BE A MEMBER OF THE COMPANY.

THE INSTRUMENT APPOINTING THE PROXY MUST BE DEPOSITED AT THE COMPANY’S REGISTERED OFFICE, NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE ANNUAL GENERAL MEETING.

2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

3. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956, with respect to Item No. 5 to 7 is attached and forms part of this Notice.

4. Brief resume of Directors proposed to be re-appointed / appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships (excluding Directorships in Private Limited Companies, Foreign Companies and Government bodies) and memberships / chairmanships of Board Committees (includes only Audit & Shareholders’/ Investors’ Grievance Committee), shareholding and relationships between Directors inter-se as stipulated under Clause 49 of the Listing Agreement, are provided in the “Annexure A” to the Notice.

5. The Register of Directors’ Shareholding, maintained under Section 307 of the Companies Act, 1956, will be available for inspection by the members at the AGM.

6. The Register of Members and Share Transfer Books will remain closed from Monday, 2nd September, 2013 to Wednesday, 4th September, 2013 (both days inclusive).

7. Members are requested to send to the Company their queries, if any, on accounts and operations of the Company at least 10 days before the Meeting to enable the Company to provide the required information.

8. Relevant documents referred to in the accompanying Notice are open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 1.00 p.m. up to the date of the Meeting.

9. Members/Proxy holders are requested to bring their copy of the Annual Report to the Annual General Meeting.

IMPORTANT COMMUNICATION TO MEMBERS:The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperless compliances by the companies and has issued circulars stating that service of notice / documents including Annual Report can be sent by e-mail to its members. To support this green initiative of the Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to register the same with the Company’s Share Transfer Agent, M/s. Link Intime India Private Limited Email: [email protected]

EXPLANATORY STATEMENT UNDER SECTION 173 (2) OF THE COMPANIES ACT, 1956Item No. 5

Mr. Sandro Brodbeck was appointed as an Additional Director of the Company with effect from 11th February, 2013, by the Board of Directors of the Company and holds office up to the date of this Annual General Meeting. The Company has received notice in writing from a member along with a deposit of ` 500/- proposing the candidature of Mr. Sandro Brodbeck for the office of Director under Section 257 of the Companies Act, 1956. None of the Directors of the Company other than Mr. Sandro Brodbeck is interested or concerned in the resolution.

In terms of Clause 49 of the Listing Agreement the required detail of Mr. Sandro Brodbeck is provided below in Annexure A.

The Board accordingly recommends the resolution as set out in Item No. 5 of the Notice for approval of the members, to be passed as an Ordinary Resolution.

Item No. 6

Mr. Francois Arpels was appointed as an Additional Director of the Company with effect from 16th May, 2013, by the Board of Directors of the Company and holds office up to the date of this Annual General Meeting. The Company has received notice in writing from a member along with a deposit of ` 500/- proposing the candidature of Mr. Francois Arpels for the office of Director under Section 257 of the Companies Act, 1956. None of the Directors of the Company other than Mr. Francois Arpels is interested or concerned in the resolution.

In terms of Clause 49 of the Listing Agreement the required details of Mr. Francois Arpels is provided below in Annexure A.

The Board accordingly recommends the resolution as set out in Item No. 6 of the Notice for approval of the members, to be passed as an Ordinary Resolution.


Item No. 7

Ms. Aarti Sheth, a relative (Daughter) of Mr. Rajeev Sheth, Chairman and Managing Director of the Company, holds a Bachelor‘s degree in International Business and Marketing from Drexel University, Philadelphia and Masters degree in International Employment Relations and Human Resource Management from London School of Economics and Political Sciences. She also holds a Bachelor of Science degree in Business Administration. Ms. Aarti Sheth has approximately 7 years of experience in the jewellery business. She is responsible for the overall sales review and management of our Company‘s institutional retail clients in the United Sates of America as well as all oversees the strategic alliances with, and new business development for, institutional and retail clients in the United States of America. She also plays an active role in managing product development for all the US markets. Ms. Aarti Sheth was a Whole-Time Director of the Company from 14th February, 2006 till 31st July, 2012.

In the light of explanations and justifications given above, the Board hereby recommends to the members of the Company to accord their approval for Holding an Office or Place of Profit by Ms. Aarti Sheth as proposed in the resolution as set out under Sr. No. 7 of the Notice.

This resolution is required to be passed as a Special Resolution, pursuant to the provisions of Section 314 of the Act, and shall be subject to prior approval of Ministry of Corporate Affairs, Government of India, in case the Board of Directors approve to pay beyond the maximum limit as may be prescribed from time to time.

None of the Directors except Mr. Rajeev Sheth, Chairman & Managing Director who is a relative (Father) of Ms. Aarti Sheth, is interested and concerned in the said resolution.

ANNEXURE ADetails of the Directors seeking appointment / re-appointment in the Twelfth Annual General Meeting pursuant to Clause 49 of the Listing Agreement:

Particulars Mr. Rakesh Kalra Mr. Rajiv Lochan Jain Mr. Sandro Brodbeck Mr. Francois Arpels

Age 64 Years 62 Years 40 Years 47 YearsDate of appointment 20th September, 2010 20th September, 2010 11th February, 2013 16th May, 2013Relationship with other Directors inter-se

None None None None

Qualification

& Experience in specific functional area

Holds a graduate degree in mechanical

engineering from Birla Institute of Technology and Science, Pilani. Mr. Kalra has approximately 31 years of experience in the automobile industry.

Holds a graduate degree in chemical engineering from Indian Institute of Technology, Kharagpur and Master of Business Administration from the Whittemore School of Business and Economics. He has approximately 36 years of experience in the fast moving consumer goods, chemical and finance industries.

Holds a M.Sc. degree in environmental engineering from Swiss Federal Institute of Technology in Zürich, and MBA from Bocconi School of Management in Milan. He has 15 years of experience in the premium consumer goods, consulting, energy and natural resources industries.

Holds a bachelor of arts from Duquesne University, Pittsburgh, and is a graduate from the GIA. He has approximately 25 years of experience in the luxury industry in executive management positions and as an investment banker.

Directorships held in other companies*

Kriti Industries (India) Limited Goodyear India Limited Nil Nil

Memberships/ Chairmanships of Committee in other public limited companies (includes only Audit & Shareholders’

/ Investors’ Grievance Committee)

Member of Board Committees:

Audit Committee:

- Kriti Industries (India) Limited

Member of Board Committees:

Audit & Shareholders Grievance Committee:

- Goodyear India Limited

Nil Nil

Shareholding, if any, in the Company

Nil 300 Equity Shares Nil Nil

* excludes Directorships in Private Limited Companies, Foreign Companies and Government bodies

TARA JEWELS LIMITEDRegistered Office: Plot No. 122, 15th Road, Near IDBI Bank, M.I.D.C Andheri (E), Mumbai - 400 093

SCHEDULE IX OF THE COMPANIES ACT, 1956[SEE ARTICLE 62 OF THE TABLE A AND ALSO SECTION 176 (6)]

FORM OF PROXY

Regd. Folio No .......................................... No. of Share(s) held ..........................................

DP ID No .......................................... Client ID No ..........................................

I/We ............................................................ of ............................................................ being a Member/Members of Tara Jewels Limited

hereby appoint Mr./Ms ................................................................................of.................................................................... or failing him/her

Mr./Ms ................................................................................ of ............................................................. as my/our proxy to vote for me/us on

my/our behalf at the Twelfth Annual General Meeting of the Company to be held on Wednesday, the 4th September, 2013, at 03:00 p.m. at

Hotel Tunga Paradise, P-16, Near SEEPZ, MIDC Central Road, Andheri (East), Mumbai – 400 072, and at any adjournment thereof.

Signed this .......... day of ................, 2013 Signature of Member……………………….............................

AffixRevenue

Stamp of ` 1

Note: Proxies in order to be valid must be duly filled in, stamped, and signed and deposited at the Registered Office of the Company not less than 48 hours before the time of commencement of the meeting.

TEAR HERE

TARA JEWELS LIMITEDRegistered Office: Plot No. 122, 15th Road, Near IDBI Bank, M.I.D.C Andheri (E), Mumbai - 400 093

ATTENDANCE SLIPI hereby record my presence at the Twelfth Annual General Meeting of the Company held on Wednesday, the 4th September, 2013, at 03:00

p.m. at Hotel Tunga Paradise, P-16, Near SEEPZ, MIDC Central Road, Andheri (East), Mumbai – 400 072.

Full Name of the Member (in BLOCK LETTERS).......................................................................................................................................................

Regd. Folio No. …………………....................................................................... DP ID No …………………...........................................................................

Client ID No …………………........................................................................... No. of Share(s) held …………………..........................................................

Full Name of the Proxy (in BLOCK LETTERS)..........................................................................…………………..............................................................

Member’s/Proxy’s Signature ………………….......................................................................…………………......................................................................

Note: Please fill up this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copy of the Annual Report to the meeting.

TARA JEWELS LIMITED UAL REPORT - Moneycontrol.com · 2013-08-13 · WE CATER TO DOMESTIC RETAIL...

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