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TABLEof Content

Financial Highlights

Notice

Directors’ Report

Management Discussion & Analysis

Corporate Governance Report

Auditors’ Report

Balance Sheet

Pro?t & Loss Account

Cash Flow Statement

Notes to Accounts

Consolidated Accounts

Financials of Subsidiaries

02

02 Annual Report 2014 | 15

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NOTICE

NOTICE is hereby given that the 33rd Annual General Meeting of the Members of SHRENUJ & COMPANY LIMITED will be held on Wednesday, 12th August, 2015 at 11.00 a.m. at Walchand Hirachand Hall, Lalji Naranji Memorial, Indian Merchants’ Chamber Building, Indian Merchants’ Chamber Marg, Churchgate, Mumbai – 400020 to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Xnancial statements (standalone and consolidated) of the Company for the Xnancial year ended 31st March 2015, including audited Balance Sheet as at 31st March, 2015 and the Statement of ProXt & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

2. To declare Xnal dividend on equity shares for the Xnancial year ended 31st March, 2015.

3. To appoint a Director in place of Mr. Nihar N. Parikh (holding DIN: 00001461), who retires by rotation and being eligible, o^ers himself for re-appointment.

4. To ratify the appointment of auditors and to Xx their remuneration and in this regard to consider and if thought Xt, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139, 142, and other applicable provisions if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Company hereby ratiXes the appointment of M/s. Rajendra & Co., Chartered Accountants, bearing Firm Registration No. 108355W, having its ohce at 1311, Dalamal Tower, 211 Free Press Journal Marg, Nariman Point, Mumbai - 400021, as Auditors of the Company for the Xnancial year commencing from 1st April, 2015 to hold ohce as such from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting on a remuneration as may be decided by the Audit Committee of the Company and agreed by the Auditors plus out of pocket expenses incurred by them for the purpose of audit.”

SPECIAL BUSINESS:

5. To consider and if thought Xt, to pass, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152, 161 and any other applicable provisions, if any of the Companies Act, 2013 (“the Act”) and any rules made thereunder, Mrs. Geeta S. Doshi (DIN: 02186436), who was appointed as an Additional Director of the Company w.e.f. 12th September, 2014 by the Board of Directors and who holds ohce up to the date of this Annual General meeting and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act from a member proposing the candidature of Mrs. Geeta S. Doshi for the ohce of the Director of the Company be and is hereby appointed as a Non-Executive Director whose period of ohce shall be liable to determination by retirement of directors by rotation.”

By Order of the Board

Place : Mumbai SANJAY M. ABHYANKAR

Dated : 27th May, 2015. CHIEF COMPLIANCE OFFICER &

COMPANY SECRETARY

Registered Ohce:

405, Dharam Palace,

100-103, N.S. Patkar Marg,

Mumbai – 400 007.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding Xmy (50) and holding in the aggregate not more than ten percent of the total share capital of the Company.

ne instrument of Proxy in order to be e^ective, should be deposited at the Registered Ohce of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/ authority, as applicable.

2. ne Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to Special Business at the meeting is annexed hereto.

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3. Details as required under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors seeking appointment/ re-appointment at the Annual General Meeting, forms integral part of the notice. ne Directors have furnished the requisite declarations for their appointment/ re-appointment.

4. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books of the Company will remain closed from nursday, 6th August, 2015 to Wednesday, 12th August, 2015 (both days inclusive) for annual closing and determining the entitlement of shareholders to the Xnal dividend for the Xnancial year 2014-15.

5. Final dividend of Re 0.20 per share as recommended by the Board of Directors for the Xnancial year ended 31st March, 2015 subject to the approval of the shareholders at the ensuing Annual General Meeting, is proposed to be paid within the prescribed time to those Members, whose names appear on the Company’s Register of Members and who are notiXed as beneXciaries by the depositories viz. National Securities Depository Ltd. and Central Depository Services (India) Ltd. as on Wednesday, the 5th August, 2015.

6. Members holding shares in electronic form are hereby informed that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. ne Company or its Registrars cannot act on any request received directly from the Members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Members. Members holding shares in physical form and desirous of either registering bank particulars or changing bank particulars already registered against their respective folios for payment of dividend are requested to write to the Company.

7. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risk associated with physical shares and for ease of portfolio management. Members can contact the Company or Sharepro Services (I) Pvt. Ltd. for assistance in this regard.

8. Members seeking any information with regard to the accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Meeting.

9. Under Section 205A of the Companies Act, 1956, the amount of dividend remaining unpaid or unclaimed for a period of seven years from the date of declaration is required to be transferred to the Investor Education and Protection Fund (IEPF), constituted by the Central Government. ne Company had, accordingly, transferred ` 3,51,915/- being the unpaid and unclaimed dividend amount pertaining to Final Dividend for the FY 2006-07 to the Investor Education and Protection Fund of the Central Government.

ne Ministry of Corporate A^airs (MCA) on 10th May, 2012 notiXed the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPF Rules), which is applicable to the Company. ne objective of the IEPF Rules is to help the shareholders ascertain status of the unclaimed amounts and overcome the problems due to misplacement of intimation thereof by post etc. In terms of the said IEPF Rules, the Company has uploaded the information in respect of the Unclaimed Dividends in respect of the Xnancial years from 2006-07 to 2012-13, as on the date of the 32nd Annual General Meeting (AGM) held on 11th August, 2014, on the website of the IEPF viz. www.iepf.gov.in and under “Investor Relations Section” on the website of the Company viz. www.shrenuj.com

ne Company shall endeavour to send separate letters to the Members who are yet to encash their dividend, indicating that dividend has not yet been encashed by the concerned Member and then the remaining balance will be transferred to the Fund as on due date.

10. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company of any change in address or demise of any member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be veriXed.

11. ne Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

12. Electronic copy of the Annual Report for the FY 2014-15 is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the Annual Report for Financial Year 2014-15 is being sent in the permitted mode. To support the “Green Initiative” members who have not registered their email addresses are requested to register the same with Sharepro Services (I) Pvt. Ltd., RTA or Depositories.

13. Members may also note that the Notice of the 33rd Annual General Meeting and the Annual Report for FY 2014-15 will be available on the Company’s website www.shrenuj.com for download. ne physical copies of the aforesaid documents will also be available at the Company’s Registered Ohce in Mumbai for inspection during normal business hours on working days.


Even amer registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, by post free of cost. For any communication, the shareholders may also send requests to the Company’s investor service email id: [email protected].

14. In order to enable its members, who do not have access to remote e-voting facility to send their assent or dissent in writing in respect of the resolutions as set out in this notice, the Company is enclosing a Ballot Form with the notice. Instructions for Ballot Form are given at the back of the said form. Resolution(s) passed by Members through Ballot Forms or e-voting are deemed to have been passed as if they have been passed at the AGM.

15. ne members who have cast their vote by remote e-voting or by ballot form prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

16. Voting through electronic means:

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to provide to the members the facility to exercise their right to vote at the 33rd Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL):

ne instructions for e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participant(s)]:

(i) Open email and open PDF Xle viz; “Shrenuj e-Voting.pdf ” with your Client ID or Folio No. as password. ne said PDF Xle contains your user ID and password/ PIN for e-voting. Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/

(iii) Click on Shareholder - Login

(iv) Put user ID and password as initial password/ PIN noted in step (i) above. Click Login.

(v) If you are already registered with NSDL for e-voting, then you can use your existing user ID and password for casting your vote.

(vi) If you are logging in for the Xrst time, please enter the user ID and password provided in the PDF Xle attached with the email as initial password. ne Password change menu appears on your screen. Change the password/ PIN with new password of your choice with minimum 8 digits/ characters or combination thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password conXdential.

(vii) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.

(viii) Select E Voting Event Number (EVEN) of Shrenuj & Company Limited which is 102156. Now you are ready for e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “ConXrm” when prompted.

(x) Upon conXrmation, the message “Vote cast successfully” will be displayed.

(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are not registered with the Company/ Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided in the enclosed ballot form

EVEN (E Voting Event Number), USER ID, PASSWORD/PIN

(ii) Please follow all steps from SI. No. (ii) to SI. No. (xii) above, to cast vote.

II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the Downloads section of www.evoting.nsdl.com or call on toll free no. : 1800-222-990

III. You can also update your mobile number and e-mail id in the user proXle details of the folio which may be used for sending future communication(s).

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IV. ne remote e-voting period commences on Saturday, 8th August, 2015 (9:00 a.m. IST) and ends on Tuesday, 11th August, 2015 (5:00 p.m. IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-o^ date (record date) of 5th August, 2015, may cast their vote electronically. ne e-voting module shall be disabled by NSDL for voting thereamer. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

V. ne voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-o^ date (record date) of 5th August, 2015. A person, whose name is recorded in the register of members or in the register of beneXcial owner maintained by the depositories as on the cut-o^ date only shall be entitled to avail the facility of remote e-voting, voting through ballot form, as well as voting at the meeting through ballot.

VI. Mr. Hemanshu Kapadia (Membership No. FCS- 3477 & CP No.2285 ) and Proprietor of M/s. Hemanshu Kapadia & Associates, a Company Secretary in Practice has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

VII. ne facility for voting, either through electronic voting system or ballot or polling paper shall also be made available at the AGM and members attending the meeting who have not already cast their vote by remote e-voting or by ballot form shall be able to exercise their right at the meeting.

VIII. Members can opt for only one mode of voting i.e. either by ballot form or e-voting. In case members cast their votes through both the modes voting done by e-voting shall prevail and votes cast through ballot form shall be treated as invalid.

IX. In case a member is desirous of obtaining a duplicate ballot form, he may send an email to [email protected] by mentioning his or her folio / DP ID and Client ID. However the duly completed ballot form should reach the scrutinizer Mr. Hemanshu Kapadia at 3/12, 14th Floor, Navjivan Commercial Premises Co-op. Society Limited, Lamington Road, Mumbai – 400 008 not later than Tuesday, 11th August, 2015 (5.00 p.m. IST). Ballot form received amer this date will be treated as invalid.

X. Any person, who acquires shares of the Company and becomes a member of the Company after dispatch of the notice and holding shares as on the cut-off date, may obtain the log in ID and password by sending a request at [email protected].

XI. ne Scrutinizer shall, immediately amer the conclusion of voting at the general meeting, would count the votes cast at the meeting, thereamer unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three (3) days of conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing who shall countersign the same.

XII. ne Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.shrenuj.com and on the website of NSDL www.evoting.nsdl.com immediately amer the result is declared. ne Company shall simultaneously forward the results to BSE Ltd. (BSE) and National Stock Exchange of India Limited (NSE) where the shares of the Company are listed.

17. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Ohce of the Company during normal business hours (9.00 a.m to 5.00 p.m) on all working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.

18. If any Member of the Company so desires, the Company will make available copy of Annual Accounts of the subsidiary companies and related information for inspection during business hours at the registered ohce of the Company.

EXPLANATORY STATEMENT:

As required under Section 102 of the Companies Act, 2013, (hereinamer referred to as “the Act”) the following Explanatory Statement sets out the material facts relating to the Special Business under item No. 5 of the accompanying Notice dated 27th May, 2015.

ITEM NO. 5

Mrs. Geeta Shreyas Doshi was appointed as an Additional Director with e^ect from 12th September, 2014. In terms of Section 161 of the Companies Act, 2013 (“the Act”) she holds ohce upto the date of this Annual General Meeting. ne Company has received requisite notice from a member under Section 160 of the Act proposing her candidature to the ohce of Director.

Mrs. Geeta S. Doshi was amongst the Xrst promoter directors of the Company and was on the Board of the Company for 19 years then resigned from the Board due to preoccupation on 13th June, 2001. She has made invaluable contributions toward strengthening business and has steered Shrenuj to a premier position in the global industry. She began her career in the family business under the guidance of Mr. Shreyas K. Doshi, her husband and Mr. Kirtilal K. Doshi, Chairman Emeritus, who have laid the foundation of Shrenuj and masterminded the company’s business strategy. Today, Shrenuj is a multinational corporation with consolidated turnover of ` 5 Billion with operations in more than 15 countries and employees over 2500.


Mrs. Doshi is a Commercial Artist and has widely travelled with Mr. Shreyas Doshi, on business tours and is acquainted with customer choice, tastes and preferences of latest Jewellery Designs and has in-depth knowledge of Gems & Jewellery industry.

ne Board recommends the resolution for appointment of Mrs. Geeta S. Doshi as a Director of the Company as set out at Item No.5 of the Notice for your approval.

Except Mrs. Geeta S. Doshi, Mr. Shreyas K. Doshi and Mr. Vishal S. Doshi none of the Directors or Key Managerial Personnel of the Company or their relatives are in any way, Xnancially or otherwise, concerned or interested in the aforesaid Resolution.

By order of the Board

Place : Mumbai SANJAY M. ABHYANKARDated : 27th May, 2015 CHIEF COMPLIANCE OFFICER &

COMPANY SECRETARYRegistered Ohce:405, Dharam Palace,100-103 N.S. Patkar Marg,Mumbai – 400 007.

DETAILS OF DIRECTORS TO BE APPOINTED /RE-APPOINTED

Particulars Mrs. Geeta S. Doshi Mr. Nihar N. Parikh

Date of Birth 23rd May, 1951 28th June, 1967

Date of Appointment 12th September, 2014 27th April, 1999

Quali7cation Commercial Artist B. Com

Experience in speci7c functional area

She has widely travelled with Mr. Shreyas Doshi, CMD on business tours and is acquainted with cus-tomer choice, tastes and preferences of latest Jewel-lery designs and has in-depth knowledge of Gems & Jewellery industry.

A businessman who has adopted modern tech-nology in diamond & Jewellery industry to build up a highly successful Jewellery Export Business.

Achievement She was amongst the Xrst Promoter Directors of the Company. She has made invaluable contribu-tions toward strengthening business and has steered Shrenuj to a premier position in the global industry.

He is an Executive Director of the Company w.e.f. 27th April, 1999 and driving force behind the Jew-ellery division of the Company.

Name of the compa-nies in which he/she holds Directorship

NILShrenuj Lifestyle LimitedShrenuj Overseas LimitedSHL Gems & Jewellery Ltd.Astral USA, Inc.Astral Holdings Inc.Shrenuj Japan CorporationShrenuj Jewellery (Far East) Ltd.Shrenuj GMBHShrenuj USA LLCAstral Jewels LLCSimon Golub & Sons, Inc.Lavanya Jewels (I) LimitedNathalal Dahyabhai & SonsNimit Diamonds

Memberships and Chairmanships of committees of the Board in other Com-panies

Audit Committee : NILStakeholders Relationship Committee : NIL

Audit Committee : NILStakeholders Relationship Committee : NIL

Number of Shares held in the Company

4463492 (2.31%) 2210457 (1.15%)

Relationship between directors inter-se

Wife of Mr. Shreyas K. Doshi, CMD and Mother of Mr. Vishal S. Doshi, Group Executive Director

No relationship with other directors

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human resource development, identifying and grooming management talent, and has a culture of harnessing

people power to the maximum. While building a competent workforce ready to take on challenges thrown

up by external environment, it also ensures that the Company develops a work culture that maintains a Hne

balance between the employees’ perspective of being an organization which is caring and rewarding and the

employer’s perspective of being performing and progressive. Besides the Company policy is to nurture young

talent, the average age of executives being around 40 years.

Due to global Hnancial slowdown, it has become necessary to cut down costs, wherever possible. It was

decided to reduce the extra workforce at Sona Udyog Unit in Andheri and Tardeo Factory without aRecting

the overall manufacturing capacity of the Company. In the dynamic and competitive business environment

that exists today, Shrenuj believes that the employees are the key diRerentiators. As a strategic business partner,

the Human Resources team is committed to protecting the interest of the stakeholders and supporting the

leadership team in building a world class organization.

VIGIL MECHANISM:

Te Board has adopted Whistle Blower Policy w.e.f. 1st January, 2014. Copy of the said policy is available on

the Company’s website www.shrenuj.com. Tis policy is formulated to provide a secure environment and to

encourage the individuals to report unethical, unlawful or improper practices, acts or activities that may be

taking place in the Company and to prohibit senior managerial personnel from taking any adverse action

against those individuals who report such practices in good faith. Tis policy is framed in accordance with

the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement entered by

the Company with the Stock Exchanges. Te Audit Committee of the Company reviews the functioning of

the Whistle Blower Mechanism on regular basis.

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

(e) the Directors have laid down internal Hnancial controls to be followed by the Company and that such

internal Hnancial controls are adequate and are operating eRectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems are adequate and operating eRectively.

CORPORATE GOVERNANCE:

Te Company is committed to maintain the highest standards of Corporate Governance and adhere to the

requirements set out by the Securities and Exchange Board of India. As required by Clause 49 X of the Listing

Agreement, a detailed report on Corporate Governance forms part of the Directors’ Report as Annexure IX.

Te Auditors’ certiHcate on compliance with Corporate Governance requirements is attached to the Corporate

Governance Report.

Te Chairman & Managing Director’s declaration regarding compliance with the Business Conduct Guidelines

(Code of Conduct) is also attached to the Corporate Governance Report as Annexure-1.

As per the amended Clause 49 of the Listing Agreement a Code of Conduct laid down for Directors, Key Managerial

and Senior Management Personnel has been revised and adopted by the Board.

Further as required vide NotiHcation dated 15th January, 2015 issued by SEBI under Securities and Exchange Board

of India (Prohibition of Insider Trading) Regulation, 2015 (PIT Reg. 2015) the Company has replaced its existing

code of conduct for prohibition of Insider Trading prepared in accordance with Securities and Exchange Board of

India (Prohibition of Insider Trading) Regulation, 1992 (PIT Reg, 1992) to bring the code of conduct in line with

the new PIT Reg. 2015.

GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Annexure X to this report.

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) and 134(3)(a) of the Companies Act, 2013 an extract of Annual Return of the

Company is given in Annexure- VII to this Report in prescribed form MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the

Listing Agreement with the stock exchanges in India is presented in a separate section forming part of the Annual

Report as Annexure – VIII.

INTERNAL CONTROL SYSTEMS AND RISK MANAGEMENT PLAN:

Section 177(4) of the Companies Act, 2013 mandates Audit Committee to evaluate Internal Financial Controls

and Risk Management Systems of the Company. Te Board has laid down the procedure to inform the Board

Members about the Risk Assessment and minimization on periodical basis since the year 2005. Te revised Risk

Management policy was adopted and approved on 20th March, 2015.


Te Internal Control Systems of the Company are commensurate with the size, scale and complexity of its

operations. Tese are constantly revised and strengthened. Internal Auditors carry out audit at regular intervals

and submit their report to the Audit Committee. Internal Audit plays a key role in providing an assurance to the

Board and value adding advisory services to business operations. Pursuant to Section 138 of the Companies Act,

2013 M/s. Prakash S. Doshi & Co., Chartered Accountants, have been re-appointed as Internal Auditors of the

Company for the Hnancial year 2015-16.

EMPLOYEES STOCK OPTION SCHEME:Te Nomination and Remuneration Committee of the Board inter alia administers and monitors the Employees’

Stock Option Scheme in accordance with the applicable SEBI Guidelines.

Te Shareholders at their meeting held on 11th August, 2014 had approved Employees Stock Option Scheme- 2014

for the Employees of the Company and its subsidiaries and associate company/ies to subscribe for 96,45,362 equity

shares of ` 2/- each. Te Committee has not yet granted any options to the employees of the Company under the

said Scheme.

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In terms of the provisions of Section 197(12) of the Act, read with Rules 5(2) and 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing names and other

particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in

this Annual Report as Annexure-III.

Having regard to the provisions of the Hrst proviso to Section 136(1) of the Act, the Annual Report is being sent

to the Members of the Company. Te information as required above is available for inspection at the Registered

Oice of the Company during the working hours and any member interested in obtaining such information may

write to the Company Secretary and the same will be furnished on request. Te full Annual Report including

aforesaid information is being sent electronically to all those members who have registered their email addresses

and is also available on the Company’s website.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no

transactions on these items during the year under review:

Details relating to deposits covered under Chapter V of the Act: Te Company has repaid Hxed deposits

accepted on or before 1st April, 2014.

Issue of equity shares with diRerential rights as to dividend, voting or otherwise.

Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme save and

except ESOS referred to in this report.

Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration

or commission from any of its subsidiaries.

No signiHcant or material orders were passed by the Regulators or Courts or Tribunals which would

impact the going concern status and Company’s operations in future.

Tere is no change in the nature of business.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments aRecting the Hnancial position of the Company occurred between the end

of the Hnancial year to which these Hnancial statement relate on the date of this report.

ACKNOWLEDGEMENTS:

Your Directors thank the members, Hnancial institutions, banks, foreign patrons, De Beers, regulatory authorities,

Stock Exchanges and all stakeholders for their continued co-operation and support. Te Directors also record their

sincere appreciation to all executives, oicers and employees at all levels and locations of the Company for their

commitment and continued contribution to the growth of the Company’s business.

For and on behalf of the Board

Place: Mumbai SHREYAS K. DOSHI

Date: 27th May, 2015. CHAIRMAN & MANAGING DIRECTOR

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ANNEXURE-IPARTICULARS AS PRESCRIBED UNDER RULE 8(3) OF COMPANIES (ACCOUNTS) RULE, 2014

A. CONSERVATION OF ENERGY

As the Company is not covered in the list of industries required to furnish information in form ‘A’ relating to Conservation of Energy, the same is not given. Even though its operations are not energy-intensive, signi9cant measures are taken to reduce energy consumption by using energy-e=cient equipment. ?e Company regularly reviews power consumption patterns across all locations and implement requisite improvements/changes in the process in order to optimize energy/power consumption and thereby achieve cost savings.

Energy costs comprise a very small part of the Company’s total cost of operations. However, as a part of the Company’s conservation of energy programme, the management has appealed to all the employees / workers to conserve energy. ?e management has set up an on-going process for optimum utilization of machines. ?e measures taken have resulted in savings in cost of production, power consumption and processing time.

B RESEARCH AND DEVELOPMENT (R & D)

R & D is focused on the development of new products both for export and domestic markets. Due emphasis is placed on improving quality standards with enhanced customer satisfaction. ?is was primarily achieved through process improvements, control on systems, reduction of waste and energy conservation. EKective use of tools and small group activities with the technological support resulted in controlling the variations in processes, maximizing the productivity and minimizing the cost of production.

1. Speci7c areas in which R & D carried out by the Company:

i) Material evaluation/Characterization of raw materials and rough diamonds.

ii) Planning, cutting and polishing of diamonds and manufacturing of jewellery.

iii) In house development of advance soPware for preventing human errors.

iv) Cleaving, ker9ng and sawing techniques for diamonds.

v) Designing of jewellery and development of new cuts in diamonds.

vi) Waxing, wax setting, casting, sprue grinding, 9lling and polishing of jewellery.

vii) Capability development for in- house processes, designs and strategic applications of material for product improvement.

EKorts continued in the direction of 9ne tuning of the jewellery manufacturing and the changes in designs. ?ese resulted in improvements in product performance.

2. Bene7ts derived as a result of R & D activity:

?e R & D activities helped to add new quality products to the range viz. Diti, Joliesse, Celebration Fire etc. and to achieve greater customer acceptance in the retail market. ?ese activities also enabled the Company to reduce waste, increase productivity, achieve higher “customer satisfaction” and derive following bene9ts:

a. Increase product range coupled with technology upgradations and cost reduction;

b. Introduction of new products with a focus on achieving global acceptance and in conformity to Indian and International standards;

c. Improved quality in diamond and jewellery manufacturing;

d. Increased customer base and additional business volumes;

e. Reduction in reworks and elimination of manufacturing rejections in jewellery;

f. Improved 9nish and lustre of diamonds;

g. Ability to calculate precisely the yield on each lot of diamonds and oKer promised delivery dates, leading to improvements in buying decisions for rough diamonds and process cycle;

h. Boosting the capabilities, to oKer custom-made jewellery and fetching orders in stiK international competition.

3. Future plan of action:

a. Plans to develop new quality products and upgrade existing range of jewellery in order to meet new market trends.

b. ?e Company will explore various options to adopt latest technology and use of equipment for its operations.

c. Investment in expanding distribution footprint.


Bene9ts listed below are expected to `ow in from initiatives undertaken by the Company:

Z High growth in retail segment

Z Enhancement of goodwill in B2B segment

Z Direct impact on margins by giving access to retailers in target market.

4. Expenditure on R & D for the year ended March 31, 2015.

a. Capital Expenditure - Nil

b. Recurring Expenditure - Nil

c. Total - Nil

d. Total R & D expenditure as a percentage of total turnover - Nil

Expenses incurred on R & D were not material enough to be stated in this report and being an ongoing process, it is di=cult to allocate under the above referred heads.

C. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

1. Eeorts in brief made towards technology absorption, adoption and innovation :

Eeorts undertaken

?e Company values innovation and applies it to every facet of its business. ?is drives development of distinctive new products, ever‐improving quality standards and more e=cient processes.

Innovation is embedded in Shrenuj’s DNA. Shrenuj was the 9rst diamond company to introduce laser processing technology in India, back in 1987. It continues to strive for improvement and has currently adopted technology that helps automate the polishing process.

Product development receives primacy in Shrenuj. ?e Company has created a number of new and unconventional polished diamond cuts, several of which are patented. It has received numerous industry design awards over the years, and introduced exciting new concepts to consumers, such as multi‐functional and interchangeable designs.

?e Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and oKering exciting new products. ?e depth of designing capabilities was the core to our success over the years.

?e Company uses the service of in-house designers as well as those of free-lancers in developing product designs as per the emerging market trends. ?e Company uses innovation in design as well as in technology to develop new products.

2. Bene7ts derived as a result of the above eeorts :

As a result of the above, the following bene9ts have been achieved:

a. Better e=ciency in operations,

b. Reduced dependence on external sources for technology for developing new products and upgrading existing products,

c. Expansion of product range and cost reduction,

d. Meeting Global Standards of quality and increased export potential,

e. Greater precision,

f. Retention of existing customers and expansion of customer base,

g. Lower inventory stocks resulting in low carrying costs,

h. Substantial reduction in returns on account of production defects resulting in lesser rework and reduction in overtime.

3. In case of imported technology (imported during last 5 years reckoned from the beginning of the 7nancial year) following information is furnished:

a. Technology imported - Computer aided diamond scanner (Galaxy)

Pro Flex Motor with Handpiece

SoPware for Designing Department

Import Clearing - Stores / Matrix SoPware

Measuring Head X Ray Machine

Chicago pneumatic Air scribe set

Matrix V 7 (with Rhino) / SoPware

27www.shrenuj.com

Matrix V 7 (with Rhino) 2nd Key

Revo Base Clamp Wax

Vaccum Platinauram Electronic Induction

Centrifugal Casting Machine

Revo Milling Machine

b. Year of import - 2011-2015

c. Has Technology been fully absorbed? - Yes

i. If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action - Not applicable

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; export plans:

?e Company has a wide and appealing range of products. Each division has dedicated cells for giving impetus to exports. Various o=ces and designated executives abroad help to create demand for our products in selected countries and explore new markets. ?e Company is expanding the reach of new products by synergising with existing products and establishing new projects like the one in Botswana. ?e Company regularly participates in prestigious international exhibitions and conducts market surveys. Its international presence in 15 countries with a global spread of o=ces and joint ventures with world leaders oKers it a competitive edge.

With India’s growing importance as a low-cost manufacturing base and good health, safety and environment practices, the Company has visualized a great export potential for many of its products across the globe. During the year under review the Company’s exports were Rs. 15,171.51 million, 55.94% of total sales.

2. Total Foreign Exchange used and earned:(` in millions)

Current Year Previous Year

Total Foreign Exchange earned on F.O.B. basis 15,171.51 19,663.88

Other Foreign Exchange Earned 34.35 35.78

Total Foreign Exchange used 12,520.76 18,614.74

ANNEXURE-II?e ratio of remuneration of each director to the median employee’s remuneration and other details in terms of Sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014:

Sr. No. Requirements Disclosure

I ?e ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the 9nancial year

Shreyas K. DoshiChairman & Managing Director

46.70 X

Nihar N. ParikhExecutive Director

29.06 X

Vishal S. DoshiGroup Executive Director

26.18 X

Dr. Badrinarayan R. Barwale 1.92 X

Dr. Surendra A. Dave 2.28 X

Keki M. Mistry 1.81 X

H. E. Festus G. Mogae 1.61 X

Minoo R. ShroK 2.23 X

Suresh N. Talwar 1.73 X

S. S. ?akur 2.52 X

Geeta S. Doshi 0.08 X


II ?e percentage increase in remuneration of each Directors, CFO, CEO, CS, if any in the 9nancial year

Chairman & Managing Director Nil

Executive Director Nil

Group Executive Director Nil

Dr. Badrinarayan R. Barwale 39.77%

Dr. Surendra A. Dave 55.32%

Keki M. Mistry 31.82%

H. E. Festus G. Mogae 35.53%

Minoo R. ShroK 38.83%

Suresh N. Talwar 46.05%

S. S. ?akur 51.89%

Geeta S. Doshi N.A.

Group Chief Financial O=cer 29.90%

Chief Compliance O=cer & Company Secretary 31.60%

III ?e percentage increase in median remuneration of employees in the 9nancial year

?e median remuneration of the employees in 9nancial year was increased by 12.4%.

IV ?e number of permanent employees on the rolls of the Company

?ere were 611 employees as on March 31, 2015.

V ?e explanation on the relationship between average increase in remuneration and company performance

Factors considered while recommending increase in remuneration:(a) Financial performance of the Company(b) Comparison with peer group(c) Industry Benchmarking and consideration towards cost of living

adjustment/in`ation.(d) Regulatory Guidelines as applicable(e) All forms of compensation (9xed, variable, ESOS) to be consistent

with risk alignmentAverage increase in employee remuneration for the FY 2014-15 is 4.1%As mentioned above the Company follows holistic performance review mechanism to ensure that the increase is commensurate with the eKort and it is aligned with the performance of the Company.

VI Comparison of the remuneration of Key Managerial Personnel against the performance of the Company.

For the FY 2014-15, KMP’s were paid 0.15% of total revenue and 11.04% of the *net pro9t for the year.

VII Variation in the market capitalization of the Company, price earnings ratio as at the closing date of the current 9nancial year and previous 9nancial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public oKer.

?e Market Capitalization of the Company has declined from ` 8921.96 millions as on March 31, 2014 to ` 8246.79 millions as of March 31, 2015. Over the same period, the price to earnings ratio moved down from 50.8x to 40x. ?e Company’s stock price as at March 31, 2015 has increased by 712.5% to ` 427.50 (aPer considering sub-division from face value of ` 10/- to ` 2/- per share and Bonus of 1:1) over last public oKering i.e. right issue in January, 1993 at the price of `60/- per share.

VIII Average percentile increase already made in the salaries of employees other than the managerial personnel in the last 9nancial year and its comparison with the percentile increase in the managerial remuneration and justi9cation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average increase in the salaries of employees other than the managerial personnel is 9.26% and that of managerial remuneration is 6.26%. ?ere is no exceptional rise in salary of any of the managerial personnel.

29www.shrenuj.com

IX Comparison of remuneration of each Key Managerial Personnel against the performance of the Company

?e comparison of remuneration of each of the key managerial personnel against the performance of the Company are as under:

Particulars % of *net pro7t for FY 2014-15

Chairman & Managing Director 4.11%

Executive Director 2.56%

Group Executive Director 2.30%

Group Chief Financial O=cer 1.38%

Chief Compliance O=cer & Company Secretary

0.69%

X ?e key parameters for any variable component of remuneration availed by the Directors

?e Broad factors and guidelines considered for the performance bonus are:(a) Annual performance review based on the Key Result Areas (KRAs)/

measurable key performance indicators (KPIs).(b) Financial outcomes and pro9tability of the Company.(c) Variable pay shall not exceed 50% of the 9xed pay in a year(d) Risk factors(e) Regulatory guidelines as applicable

XI ?e ratio of the remuneration of the highest paid Director to that of the employees who are not directors but receive remuneration in excess of the highest paid Director during the year

?ere are no employees receiving remuneration in excess of the highest paid Director during the year.

XII A=rmation that the remuneration is as per the remuneration policy of the Company.

?e Remuneration paid to the employees of the Company is as per the Remuneration Policy of the Company.

* Net pro9t is calculated as per the provisions of Section 198 of the Companies Act, 2013.

ANNEXURE – IIIInformation in terms of provisions of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and (3) of Chapter XIII of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended 31st March, 2015.

NameDesignation/

Nature of Duties

Gross Remuneration

(Rupees)

Date ofJoining

Age/ Experience

(years)Quali7cation

Last Employment

held

% of equity shares held

Relationship with

Director

Mr. Shreyas K. Doshi

Chairman and Managing

Director1,55,52,000 13.04.1982 64 / 45 F.Y. Science - 13.84

Father ofMr. Vishal S.

Doshi

Mr. Nihar N. Parikh

ExecutiveDirector

96,48,000 01.10.1992 47 / 23 B.Com -1.22 None

Mr. Vishal S. Doshi

Group Executive Director

95,25,600 01.09.2001 36 / 16 B. Com -7.85

Son of Mr. Shreyas

K. Doshi

Note: Gross remuneration as shown above includes basic salary, house rent/ any other allowance, expenditure incurred on providing housing and other facilities, bonus, superannuation, leave travel, incentives, medical and Company’s contribution to provident fund.


ANNEXURE - IV

FORM NO. AOC- 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act and Rule 8(2) of the Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contract/arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm’s length basis

Shrenuj & Company Limited (SCL) has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length during 9nancial year 2014-15.

2. Details of material contracts or arrangements or transactions at arm’s length basis

a. Name(s) of the related party and nature of relationship: Shrenuj USA LLC, Shrenuj Far East Limited, Shrenuj DMCC, Shrenuj N.V. and Shrenuj Jewellery (Far East) Limited, wholly owned subsidiary/step down subsidiary companies

b. Nature of contract/ arrangement/ transaction: Sale, purchase or supply of diamonds, colour stones, precious metals, studded jewellery etc. and services received and/or rendered.

c. Duration of contract/ arrangement/ transaction: Contracts duly amended on 11th August, 2014 which is ongoing.

d. Salient Terms of contract or arrangement or transaction including the value if any: (i) Shrenuj & Company Limited shall buy and/or sale diamonds, colour stones, precious metals and studded jewellery etc from/to above subsidiaries and its clients, (ii) diligently perform the contract in timely manner and provide goods and materials including services in accordance with the work orders given to/issued by the said subsidiaries, (iii) submit invoices on monthly basis for the import and export of goods and materials and for services received and rendered for each order as per the terms of contract and make payments as per mutually agreed terms. (iv) be responsible for all the expenses incurred in connection with import and export of goods and materials and for services received and rendered (v) comply with the local, state and federal laws and regulations applicable while rendering/ receiving services.

e. Date(s) of approval by the Board, if any: Contract was entered into in the ordinary course of business and on arm’s length basis but as the Company crossed the limit prescribed under the Companies Act, 2013 and under Clause 49 of the Listing Agreement the said transactions were considered as material related party transactions and accordingly prior approval of the Board at its meeting held on 23rd May, 2014 and Members approval at Annual General Meeting held on 11th August, 2014 was taken.

f. Amount paid as advances, if any : Nil

For and on behalf of the Board of Directors,

Shreyas K. DoshiMumbai, 27th May, 2015 Chairman & Managing Director

31www.shrenuj.com

ANNEXURE - V

HEMANSHU KAPADIA & ASSOCIATESCOMPANY SECRETARIES

O=ce No. 12, 14th Floor, Navjivan Society, Building No.3Lamington Road, Mumbai-400 008

Tel 6631 0888/6631 4830E-mail: [email protected]

Form No. MR-3SECRETARIAL AUDIT REPORT

For the Financial year ended 31st March 2015[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9

of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,?e Members,Shrenuj & Company Limited405, Dharam Palace,100-103, N S Patkar Marg,Mumbai- 400007

We have conducted the secretarial audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Shrenuj & Company Limited (hereinaPer called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our veri9cation of the Company’s books, papers, minute books, forms and returns 9led and other records maintained by the Company and also the information provided by the Company, its o=cers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the 9nancial year ended on 31st March 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance - mechanism in place to the extent, in the manner and subject to the reporting made hereinaPer:

We have examined the books, papers, minute books, forms and returns 9led and other records maintained by Shrenuj & Company Limited (“the Company”) for the 9nancial year ended on 31st March 2015, according to the provisions of:

(i) ?e Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) ?e Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) ?e Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) ?e following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) ?e Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) ?e Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) ?e Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) ?e Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) ?e Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not Applicable to the Company during the Audit period as the Company has not issued any Debt instruments/ Securities);

(f) ?e Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) ?e Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(h) ?e Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not Applicable to the Company during the Audit period as the Company has not bought back its securities);

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by ?e Institute of Company Secretaries of India. (Not applicable as on the date of this report)


(ii) ?e Listing Agreements entered into by the Company with the Stock Exchanges.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. ?e changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clari9cations on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there were no instances of:

(i) Public/Rights/Preferential issue of shares / debentures/sweat equity.

(ii) Redemption / buy-back of securities.

(iii) Merger /amalgamation /reconstruction etc.

(iv) Foreign technical collaborations.

For HemanshuKapadia& Associates

Hemanshu Kapadia

Date:18th May 2015 Proprietor

Place: Mumbai C.P. No.: 2285

Membership No.: 3477

?is report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

ANNEXURE ATo,?e Members,Shrenuj & Company Limited405, Dharam Palace, 100-103, N S Patkar Marg,Mumbai- 400007

Our report of even date is to be read along with the letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. ?e veri9cation was done on test basis to ensure that correct facts are re`ected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not veri9ed the correctness and appropriateness of 9nancial records and Books of Accounts of the Company.

4. Where ever required we have obtained the Management representation about the compliance of laws, rules and regulations and happenings of events etc.

5. ?e compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the veri9cation of procedures on test basis.

6. ?e Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the e=cacy or eKectiveness with which the management has conducted the aKairs of the Company.

For Hemanshu Kapadia & Associates

Date: 18th May 2015

Place: Mumbai Hemanshu Kapadia

Proprietor

C. P. No.2285

Membership No. 3477

33www.shrenuj.com

ANNEXURE VI

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARD’S REPORT

1. Brief outline of the Company’s CSR Policy - ?e Company believes in reaching out to underserved communities and intends to make a positive diKerence to society and contribute its share towards the social cause of betterment of communities and areas in which the Company operates. ?e Company has made CSR policy which encompasses the Company’s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare and sustainable development of the community at large.

?e CSR Policy shall apply to all corporate social responsibility initiatives and activities undertaken by the Company for the bene9t of diKerent segments of the society and for enhancement of the 9elds like education, health care, environment, employment, promoting gender equality and women empowerment etc.

CSR Policy of the Company is available on following web-link:

http://www.shrenuj.com/pdf/Policies/Final_CSR_Policy_W.pdf

2. ?e Composition of the CSR Committee:

?e Corporate Social Responsibility Committee was constituted on 7th February, 2014 with four Board Members. Dr. Surendra A. Dave is the Chairman of the Committee, Mr. S. S. ?akur, Mr. Shreyas K. Doshi and Mr. Vishal S. Doshi, Directors of the Company are the members of the Committee.

3. Average net pro9t of the Company for last three 9nancial years: ` 45,70,03,994/- (Rupees Forty Five Crores Seventy Lacs ?ree ?ousand Nine Hundred Ninety Four Only)

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above): ` 91,40,080/- (Rupees Ninety One Lacs Forty ?ousand Eighty Only)

5. Details of CSR spent during the 9nancial year;

(a) Total amount to be spent for the 9nancial year – ` 91,40,080/-

(b) Amount unspent, if any – ` 86,30,080/-

(c) Manner in which the amount spent during the 9nancial year is detailed below:

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. No.

CSR project or activity identi9ed

Sector in which the Project is covered

Projects or programs (1)

Local area or other(2) Specify the

State and district where projects or

programs were undertaken

Amount outlay

(Budget) Project or programs

wise

Amount spent on the projects

or programs Sub-heads: (1) Direct

expenditure on projects or

programs(2) Overheads

Cumulative Expenditure

upto the reporting

period

Amount Spent: Direct or through

implementing agency

1. Donated to Educational

Trust

Promotion of Education and Empowering

Women

Local Area in Maharashtra

Mumbai

` 30 Lacs Spent through Trust ` 5.10 Lacs

` 5.10 Lacs Implementing Agency

Diwalibai & Kalidas

Sankalchand Doshi Charitable Trust

* Contribution made to a Diwalibai & Kalidas Sankalchand Doshi Charitable Trust which is controlled by the promoters of the Company in relation to CSR expenditure is disclosed as related party transactions under Accounting Standard (AS) 18.

6. As the Company was in the process of identifying any feasible project or program but due to limited period available the funds of ` 86.30 Lacs were not utilized or spent on CSR activities for the FY 2014-15. However, the Company will make eKorts to create a corpus during the current 9nancial year for the amount unspent and will utilize the same on various projects/programs as per the CSR policy of the Company.

7. CSR Committee is responsible for the implementation and monitoring of CSR policy and shall comply with CSR objectives and policy of the Company.

______________ ___________________ Shreyas K. Doshi Dr. Surendra A. Dave Chairman & Managing Director Chairman of CSR CommitteeMumbai, 27th May, 2015.


ANNEXURE VIIFORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

as on 7nancial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i CIN L99999MH1982PLC026903

ii Registration Date 13/04/1982

iii Name of the Company Shrenuj & Company Limited

iv Category/Sub-category of the Company Public Limited company

v Address of the Registered o=ce & contact details

C- 405, Dharam Palace, 100-103, N.S. Patkar Marg,Mumbai - 400 007. Contact No. 022 - 66373500

vi Whether listed company Yes

vii Name , Address & contact details of the Registrar & Transfer Agent, if any.

Sharepro Services (I) Private Limited13 AB, Samhita Warehousing Complex,2nd Floor, Near Sakinaka Telephone Exchange, OK Andheri Kurla Road, Sakinaka, Andheri (E),Mumbai 400 072.Tel. No.022-67720300

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Sr No

Name & Description of main products/services NIC Code of theProduct /service

% to total turnoverof the company

1 Diamond Cutting and Polishing 3836 85%

2 Manufacture of precious/ semi precious stone jewellery 3834 15%

III. PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sr. No

Name & Address of the Company CIN/GLN HOLDING/SUBSIDIARY/ASSOCIATE

% OFSHARES

HELD

APPLICABLESECTION

1 Shrenuj Lifestyle Limited 21, Patthe Bapurao Marg, Tardeo, Mumbai – 400 034

U36910MH2005PLC155373 Wholly owned subsidiary

100% 2(87)

2 Shrenuj Overseas Ltd B-4,Sona Udyog Ind. Estate, Parsi Panchayat Road, Andheri-East, Mumbai-400 069

U22220MH1983PLC030671 Wholly owned subsidiary

100% 2(87)

3 Shrenuj DMCC 41D AI Mass Tower, Sheikh Zayed Road, Opp. Jumeirah Lake Tower Metro Station, P.O. Box 120485 Dubai U.A.E.

N.A. Wholly owned subsidiary

100% 2(87)

4 Shrenuj Japan Corporation 1-26-2, Higashi, Ueno, 2nd Floor, 203 Block, Taitoku, Tokyo 110-0015


100% 2(87)

5 Shrenuj (Mauritius) Pvt. Ltd. Corporate Services & Business Facilitation Unit Suite 307/308 St James Court, St Denis Street, Port Louis Republic of Mauritius


100% 2(87)

6 Shrenuj Jewellery (Far East) Ltd. Unit 5 B, 12/F, Heng ngai Jewellery Centre, No. 4 Hok Yuen Street East, Hunghom, Kowloon, Hong Kong


100% 2(87)

35www.shrenuj.com

Sr. No


% OFSHARES

HELD

APPLICABLESECTION

7 Shrenuj Botswana (Pty.) Ltd Acumen Park, Plot No. 50370, Fair ground o=ce park, Gaborone, Botswana


100% 2(87)

8 Shrenuj South Africa (Pty) Ltd. R1 First `oor, Rubinek Centre SA Diamond Centre 225 Main StreetJohannesburg, South Africa 2001


100% 2(87)

9 Shrenuj N.V. 522, Diamond Club, Pelikaanstraat, 62-2018 I Antwerp, Belgium


100% 2(87)

10 Shrenuj GmbH Vertriebsassistentin Vilbeler Landstraße 36 D - 60386 Frankfurt am Main


100% 2(87)

11 Lume Group AG Steinenberg, 194051 Basel


100% 2(87)

12 Astral USA, INC 606 South Hills Street – Suit 711, Los Angeles, CA 90014


100% 2(87)

13 Shrenuj USA, LLC 13035, Gateway Drive, Suite 119, Building 9 Seattle, Washington, Zip-98168


100% 2(87)

14 Astral Jewels LLC 13035, Gateway Drive, Suite 119, Building 9 Seattle, Washington, Zip-98168


100% 2(87)

15 Astral Holding INC 13035, Gateway Drive, Suite 119, Building 9 Seattle, Washington, Zip-98168


100% 2(87)

16 Global Marine Diamonds Company ?e Naaman’s Building, Suit 206, 3501, Silverside Rd, Wilmington (New Castle Country), DE 19810


100% 2(87)

17 Simon Golub & Sons INC 13035, Gateway Drive, Suite 119, Building 9 Seattle, Washington, Zip-98168


90.02% 2(87)

18 Daily Jewellery Ltd. Hong Kong 5/F, Kaiseng Commercial Centre, 4-6, Hankow Road, Tsim Sha Tsui, Kln., Hong Kong


75% 2(87)

19 Shrenuj (Far East) Ltd.Unit 5 B, 12/F, Heng ngai Jewellery Centre, No. 4 Hok Yuen Street East, Hunghom, Kowloon, Hong Kong


85% 2(87)

20 Shrenuj Shanghai Diamonds Pvt Ltd. Rm.806, Building A, China Diamond Exchange Centre, No.1701, Century Boulevard, Pudong New Area, Shanghai, China, Code No. 200122


100% 2(87)

21 Bernies International, LLC 5650 Blazer Parkway, Suite 140 Dublin OH 43017

N.A. Subsidiary 60% 2(87)


Sr. No


% OFSHARES

HELD

APPLICABLESECTION

22 Ithemba Diamonds (Pty) Ltd. R1 First Floor, Rubinek Centre, 225 Main Street Johannesburg 2001


23 Uxolo Diamond Cutting Works (Pty) Ltd R1 First Floor, Rubinek Centre, 225 Main Street Johannesburg 2001


24 Kiara Jewellery Pvt. Ltd. Unit No. 180, 1st `oor,SDF VI, SEEPZ, SEZ, Andheri – East, Mumbai – 400 096.

U36910MH2004PTC149964 AssociateCompany/JV

50% 2(6)

25 Arisia Jewellery Pvt. Ltd.C-64, Mittal Court, Nariman Point,Mumbai – 400 021.

U36912MH2007PTC172418 AssociateCompany/JV

50% 2(6)

26 Jomard SAS31, Rue Poul, Chenavard, 69001 LYON, RCS LYON: 305876435, France

N.A. AssociateCompany/JV

50% 2(6)

27 SWA Trading Ltd. 54 Bezalet St., Yahalom Building,Room No. 871, Ramat Gan, Israel - 52520

N.A. AssociateCompany

33.34% 2(6)

28 Copem & Shrenuj Italy

N.A. AssociateCompany/JV

50% 2(6)

29 Trapz LLC579, FiPh Avenue, Suite 1230 New York N.Y. 10017 USA

N.A. AssociateCompany

33.34% 2(6)

IV. SHAREHOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS % TO TOTAL EQUITY)

i) Category-wise share holding

Category of Shareholders

No. of Shares held at the beginning of the year (as on 1st April, 2014)

No. of Shares held at the end of the year (as on 31st March, 2015)

% change during the year

Demat Physical Total % of Total Shares


No. of Shares

%

A. Promoters

(1) Indian 36155117 0 36155117 37.48 72480234 0 72480234 37.57 36325117 0.09

a) Individual/HUF

b) Central Govt.or State Govt.c) Bodies Corporates 15991503 0 15991503 16.58 32250218 0 32250218 16.72 16258715 0.14

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 52146620 0 52146620 54.06 104730452 0 104730452 54.29 52583832 0.23

(2) Foreign

a) NRI- Individuals

b) Other Individuals

c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2) 0 0 0 0.00 0 0 0 0.00 0 0.00

Total Shareholding of Promoter(A)= (A)(1)+(A)(2)

52146620 0 52146620 54.06 104730452 0 104730452 54.29 52583832 0.23

37www.shrenuj.com

Category of Shareholders

No. of Shares held at the beginning of the year (as on 1st April, 2014)

No. of Shares held at the end of the year (as on 31st March, 2015)

% change during the year



No. of Shares

%

B.PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 6562 10250 16812 0.02 13334 0 13334 0.01 -3478 -0.01

b) Banks/FI 5109045 250 5109295 5.30 10218090 0 10218090 5.30 5108795 0.00

c) Central govt

d) State Govt.

e) Venture Capital Fund

f) Insurance Companies

g) FIIs 15681404 6000 15687404 16.26 31389102 3000 31392102 16.27 15704698 0.01

h) Foreign Venture Capital Fundsi) Others (specify)

Trust 2955 0 2955 0.00 5910 0 5910 0.00 2955 0.00

SUB TOTAL (B)(1): 20799966 16500 20816466 21.58 41626436 3000 41629436 21.58 20812970 0.00

(2) Non Institutions

a) Bodies corporates

i) Indian 9485274 9775 9495049 9.84 23313356 1000 23314356 12.09 13819307 2.24

ii) Overseas 0 19600 19600 0.02 0 39200 39200 0.02 19600 0.00

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs

3848900 1712351 5561251 5.77 6918835 1245992 8164827 4.23 2603576 -1.53

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

4236998 0 4236998 4.39 7659870 0 7659870 3.97 3422872 -0.42

c) Others (specify)

Director other than promoters and their relatives

1459828 0 1459828 1.51 2776951 0 2776951 1.44 1317123 -0.07

Foreign Nationals 2475 0 2475 0.00 4950 0 4950 0.00 2475 0.00

NRI 295089 485720 780809 0.81 522429 256900 779329 0.40 -1480 -0.41

NRN 251827 0 251827 0.26 442475 0 442475 0.23 190648 -0.03

OCB 1682706 0 1682706 1.74 3365412 0 3365412 1.74 1682706 0.00

SUB TOTAL (B)(2): 21263097 2227446 23490543 24.35 45004278 1543092 46547370 24.13 23056827 -0.22

Total Public Shareholding(B)= (B)(1)+(B)(2)

42063063 2243946 44307009 45.94 86630714 1546092 88176806 45.71 43869797 -0.23

C. Shares held by Custodian forGDRs & ADRs

0 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 94209683 2243946 96453629 100.00 191361166 1546092 192907258 100.00 96453629 0.00


Note: ?e Company has issued Bonus Shares at a ratio of 1:1 on 18th July, 2014.

(ii) Share Holding of Promoters

Sr.No.

Shareholders Name

Shareholding at the beginning of the year as on 1st April, 2014

Shareholding at the end of the year as on 31st March, 2015

% change in share holding

during the year

No. of shares

% of total shares of the

company

% of shares pledged

encumbered to total shares

No. of shares % of total shares of the

company

% of shares pledged

encumbered to total shares

1 Kirtilal K. Doshi 3575764 3.71 0.49 7151528 3.71 0.49 0

2 Shreyas K. Doshi 13349300 13.84 11.24 26698600 13.84 12.31 0

3 Geeta S. Doshi 2231746 2.31 0 4463492 2.31 0.10 0

4 Suman K. Doshi 7552125 7.83 4.61 15104250 7.83 4.61 0

5 Vishal S. Doshi 7491009 7.77 3.42 15152018 7.86 3.42 0.09

6 Anjali P. Mehta 345017 0.36 0 690034 0.36 0 0

7 Pradeep Mehta 15000 0.02 0 30000 0.02 0 0

8 Kirtilal K. Doshi(Anuj Doshi Trust)

281943 0.29 0 563886 0.29 0 0

9 Shrenuj Investments & Finance Pvt. Ltd.

14815251 15.36 11.38 29716002 15.40 12.58 0.04

10 Prest Impex Private Limited 1176252 1.22 0 2534216 1.31 0 0.09

11 Shreyas K. Doshi HUF 215000 0.22 0 430000 0.22 0 0

12 Kirtilal K. Doshi HUF 165000 0.17 0 330000 0.17 0 0

13 Aditi S. Doshi 433213 0.45 0 866426 0.45 0 0

14 Geeta S. Doshi (Aman Doshi Trust)

500000 0.52 0 1000000 0.52 0 0

Total 52146620 54.07 31.14 104730452 54.29 33.51 0.22

(iii) Change in promoters' shareholding ( specify if there is no change)

Sr.No.

Particulars

Share holding at the beginning of the Year as on 1st April, 2014

Cumulative Share holding during the year

No. of Shares % of total shares of the company

No of shares % of total shares of the company

1 At the beginning of the year 52146620 54.06 52146620 54.06

2 Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

3 Purchased from Open Market before issue of bonus shares 4250 0.00 52150870 54.06

4 Bonus Shares allotted 1:1 52150870 27.03 104301740 54.07

5 Purchased from Open Market on various dates aPer 18.07.2014 428712 0.22 104730452 54.29

At the end of the year 104730452 54.29

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holders of GDRs & ADRs)

Sr. No

Name of the Shareholder Shareholding at the beginning of the year 1st April, 2014

Cumulative Shareholding at the end of the year 31st March,

2015

Top 10 Shareholders * No. of shares % of total shares of the Company

No. of shares % of total shares of the Company

1 INDIA MAX INVESTMENT FUND LIMITED 6140735 6.37 12281470 6.37

2 HSBC PRIVATE BANK (SUISSE) SA 5088870 5.28 10177740 5.28

3 BRIDGE INDIA FUND 4714411 4.89 9428822 4.89

4 AFRIN DIA 4654411 4.83 9308822 4.83

5 HOLIDAY DEVELOPERS PRIVATE LIMITED 1756756 1.82 3513512 1.82

6 AVETON INVESTMENTS LIMITED 1661220 1.72 3322440 1.72

7 FORTUNE GEMS PRIVATE LIMITED 1583085 1.64 2966170 1.54

8 SANCHETI TRADING PRIVATE LIMITED 1512642 1.57 3025284 1.57

9 SANKHALA TRADING PRIVATE LIMITED 1233243 1.28 2466486 1.28

10 CHARVI SHARE TRADING PVT LTD 1092672 1.13 2323960 1.20

* ?e shares of the Company are traded on a daily basis and hence the date wise increase / decrease in shareholding is not indicated.

39www.shrenuj.com

(v) Shareholding of Directors & KMP

Sr. No.

Folio/ Bene7ciary Account No.

Name of the Shareholder Date Reason Shareholding at the beginning of the

year

Cumulative Shareholding during

the yearNo. of shares


Company

No. of shares


Company1 IN300360/ 10007006 SURENDRA A. DAVE 1-Apr-14 At the beginning of the

year31495 0.03 31495 0.015

18-Jul-14 Bonus shares allotted 31495 0.015

31-Mar-15 At the end of the year 62990 0.030

2 IN300829/ 11148573 NIHAR N. PARIKH 1-Apr-14 At the beginning of the year

1214832 1.26 1214832 0.630


Shares sold during the year

-505000 -0.262


12028900/ 00811598 NIHAR N. PARIKH 1-Apr-14 At the beginning of the year

5501 0.01 5501 0.003

Shares bought during the year

495000 0.257

Shares sold during the year

-77204 -0.040


3 IN301330/ 21445329 MINOO RUSTOMJI SHROFF 1-Apr-14 At the beginning of the year

64250 0.07 64250 0.033



IN301330/ 21445337 MINOO RUSTOMJI SHROFF 1-Apr-14 At the beginning of the year

0 0.00 0 0.000


4 IN301127/ 15518224 SHREYAS KIRTILAL DOSHI 1-Apr-14 At the beginning of the year

13349300 13.84 13349300 6.920



5 IN300126/ 10027613 SHOBHA SINGH THAKUR 1-Apr-14 At the beginning of the year

25000 0.03 25000 0.015



6 IN300126 / 10882621 SURESH N. TALWAR 1-Apr-14 At the beginning of the year

75000 0.08 75000 0.039



7 IN301127/ 15959752 VISHAL SHREYAS DOSHI 1-Apr-14 At the beginning of the year

7491009 7.77 7491009 3.883



12017701/ 00844271 VISHAL SHREYAS DOSHI 1-Apr-14 At the beginning of the year

0 0.00 0 0.000

Purchased during the year

170000 0.088


8 IN301127/ 15518208 GEETA SHREYAS DOSHI 1-Apr-14 At the beginning of the year

2231746 2.31 2231746 1.157



9 IN300360/ 20768973 SANJAY MADHAV ABHYANKAR

1-Apr-14 At the beginning of the year

2000 0.002 2000 0.001




VI. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/ accrued but not due for payment

Secured Loans excluding deposits

UnsecuredLoans

Deposits TotalIndebtedness

Indebtness at the beginning of the 7nancial yeari) Principal Amount 14,289,811,298 1,046,570,048 17,000,000 15,353,381,346ii) Interest due but not paid - 103,353,280 - 103,353,280iii) Interest accrued but not due 15,597,809 - - 15,597,809

Total (i+ii+iii) 14,305,409,107 1,149,923,328 17,000,000 15,472,332,435

Change in Indebtedness during the 7nancial yearAdditions 117,265,054 274,295,730 - 391,560,784Reduction - - 17,000,000 17,000,000Net Change

Indebtedness at the end of the 7nancial yeari) Principal Amount 14,404,676,941 1,353,678,314 - 15,758,355,255ii) Interest due but not paid - 70,540,744 - 70,540,744iii) Interest accrued but not due 17,997,220 - - 17,997,220

Total (i+ii+iii) 14,422,674,161 1,424,219,058 - 15,846,893,219

VII REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time directors and/or Manager:

Sr.

No

Particulars of Remuneration Name of the MD/WTD/Manager Total Amount

1 Gross salary SKD NNP VSD

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

16,290,666 10,164,000 9,358,466 35,813,132

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 0 0 0 0

(c ) Pro9ts in lieu of salary under section 17(3) of the Income Tax Act, 1961

0 0 0 0

2 Stock option 0 0 0 0

3 Sweat Equity 0 0 0 0

4 Commission as % of pro9t others (specify) 0 0 0 0

5 Others, please specify 0 0 0 0

Total (A) 16,290,666 10,164,000 9,358,466 35,813,132

Ceiling as per the Act (@10% of pro9ts calculated under Section 198 of the Companies Act, 2013)

` 36.35 Million being 10% of the pro9ts of the Company

B. Remuneration to other directors:

Sr.

No

Particulars of Remuneration Fee for attending board/ committee

meetings

Commission Others, please specify

Total Amount

1 Independent Directors 1,404,500 2,625,000 0 4,029,500

Total (1) 1,404,500 2,625,000 0 4,029,500

2 Other Non Executive Directors

Total (2)

Total (B)=(1+2) 1,404,500 2,625,000 0 4,029,500

Total Managerial Remuneration 39,842,632

Ceiling as per the Act (@1% of pro7ts calculated under Section 198 of the Companies Act, 2013)

` 3.63 Million being 1% and ` 39.98 Million being 11% of the pro9ts of the Company

41www.shrenuj.com

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr.

No

Particulars of Remuneration Key Managerial Personnel

1 Gross Salary Company Secretary

CFO Total

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

2,145,286 4,500,723 6,646,009

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 - 39,600 39,600

(c ) Pro9ts in lieu of salary under section 17(3) of the Income Tax Act, 1961 - - -

2 Stock Option - - -

3 Sweat Equity - - -

4 Commission - - -

as % of pro9t - - -

others, specify - - -

5 Others, please specify - - -

Total 2,145,286 4,540,323 6,685,609

VIII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/

Compounding fees imposed

Authority (RD/NCLT/Court)

Appeal made if any (give details)

A. COMPANY

Penalty

NILPunishment

Compounding

B. DIRECTORS

Penalty

NILPunishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

NILPunishment

Compounding


ANNEXURE - VIIIMANAGEMENT DISCUSSION & ANALYSIS

THE BIG PICTURE FOR 2015-16: AN OUTLOOK

?e general consensus on global economic growth in the year 2015 remains moderate, with varying prospects across the main markets for gems and jewellery. Overall global economic growth is estimated to be around 3.5 percent in 2015, which is in line with the previous forecasts. Relative to last year, the outlook for advanced economies is improving, while growth in emerging markets and developing economies is projected to be lower, primarily reècting weaker prospects for some large emerging market economies and OPEC region.

Global economic growth in the year 2014 was recorded at 3.4 percent, reècting a revival in growth in advanced economies relative to 2013 while recording stagnation in emerging market and developing economies. Multiple and complex forces that aKected global activity in 2014 are still shaping the outlook: medium and long-term trends, global shocks, and many country or region-speci9c factors. Growth is projected to be somewhat stronger in 2015 relative to 2014 in advanced economies, but weaker in emerging markets, reècting more subdued prospects for some large emerging market economies and OPEC region.

Global economic growth is expected to be around 3.5 percent in 2015 rising to 3.8 percent in 2016, with uneven prospects across the developed countries and regions of the world. ?e distribution of risks to near-term global growth has become more balanced relative to the outlook but is still tilted downside. ?e decline in oil prices could boost activity more than expected, especially in China and India. ?e risks of disruptive shiPs and the resultant volatility in asset prices remain relevant. In some advanced economies, protracted low inàtion or deàtion also pose risks to activity.

?e potential output growth across advanced and emerging market economies has declined in recent years. In advanced economies, this decline started as far back as the early 2000s and worsened with the global 9nancial crisis. In emerging market economies, in contrast, it began only aPer the crisis. Economists and analysts suggest that potential output growth in advanced economies is likely to increase slightly from current rates as some crisis-related eKects wear oK, but to remain below pre-crisis rates in the medium term. ?e main reasons are aging populations and the gradual increase in capital growth from current rates as output and investment recover from the crisis. In contrast, in emerging market economies, potential output growth is expected to decline further, owing to aging populations, weaker investment, and lower total factor productivity growth as these economies catch up to the technological frontier.

Private 9xed investment in advanced economies contracted sharply during the global 9nancial crisis, and there has been little recovery since. Investment has generally slowed more gradually in the rest of the world. Although housing investment fell especially sharply during the crisis, business investment accounts for the bulk of the slump, and the overriding factor holding it back has been the overall weakness of economic activity. In some countries, other contributing factors include 9nancial constraints and policy uncertainty. It is generally believed that the general improvement in economic activity is crucial for restoring growth in private investment.

THE DIAMOND VALUE CHAIN: VOLATILE AND CHALLENGING

As one of the world’s most traditional industries, the global gems and jewelry industry has witnessed sweeping changes, such as the fragmentation of supply sources, rise in raw material prices and consumers becoming more demanding and less loyal than ever before. In the absence of a comprehensive global view of the current and likely state of the industry, players have indulged in selective future gazing to decide on their plans.

INDUSTRY SIZE AND SEGMENTS

In 2014, global diamond-jewellery retail sales reached US$78.5 billion, recording a rise of about 3% over the past year. In the last three years, global diamond jewellery sales year-on-year show a compound annual growth rate (CAGR) of +7%. A similar analysis done by Russian mining company, Alrosa over a four-year period arrives at the same 7% (CAGR) growth. Alrosa concluded that in 2013 growth totaled 8% and fell to just about an (estimated) 2% in 2014. Meanwhile, De Beers estimated a 4% growth for 2014, an improvement over the 3% of the preceding year. In 2015 the growth rate expected to be about 3%, resulting in approximately US$81 billion diamond retail sales.

?e end-of-year industry banking debt is estimated at US$15.5 billion globally (of which 40% was in India, 24% in Belgium, 9% New York, 8% each in Israel, Hong Kong and Dubai, and the rest elsewhere). Consistent with the research consensus regarding rough supplies, the current reduced pace of growth in diamond-jewellery sales is, indeed, partly oKset by a greater reduction in the pace of rough diamond production. ?e rough diamond production in 2014 is estimated to be 132.3 million carats valued at US$ 16.52 billion (making for an average of $124.84 per carat).

As some producers were also selling from inventory last year (especially Alrosa), the rough supplies to the markets were slightly higher at US$16.7 billion. ?e resultant polished sales, measured in polished wholesale prices (pwp), came to US$21.8 billion, ostensibly, delivering a total added value of US$5 billion. Some independent research by Tacyshows that the operational costs for manufacturing and marketing were about US$3.8 billion. Additionally, 9nancing costs were in the proximity of US$1.1 billion. ?e inventories held by the midstream increased by some US$0.5 billion to a staggering US$1.5 billion by the end of December 2014.

43www.shrenuj.com

?e polished diamond content in diamond-jewellery retail sales totaled US$23.01 billion. ?is 9gure is the equivalent of 29.3% of the total retail value. In the last 9ve years, the diamond content in jewellery pieces sold hovered around 28.5-33.5% of the retail price.

Taking a multiple year view, aPer the decline of 2010, global diamond retail sales have grown 30% from US$60.17 billion to US$78.5 billion last year. ?e diamond content in retail sales over a 9ve-year period (2010-2014), the annual 9gure has grown by some 26%. ?e 9ve-year average stands at US$21.8 billion. However, the 9ve-year growth of diamond content in jewellery retail pieces trails behind the 30% growth in diamond retail sales: this means that there are fewer diamond dollars in the 9nal jewellery products. From a high of 33.3% in 2011, it has been reduced to 29.3% in 2015. ?us, on average, in every diamond-jewellery piece retailing for US$1,000, the diamond content (pwp) is no more than US$293.

Various socioeconomic and political forces are driving the pace of change and have given rise to a number of visible trends in each segment of the jewellery value chain.

Sourcing: ?is segment has witnessed an increased fragmentation of rough diamond supply, emergence of new mines, local bene9ciation movement in mining countries and a bull-run in precious metals prices.

Jewellery fabrication: Accelerating fashion cycles, relative factor costs between manufacturing and consuming nations and volatile metal prices have fueled a drive toward moving fabrication to low-cost countries.

Jewellery retail: Increasing consumer sophistication, dwindling investment-driven purchases and competition from other luxury goods are in`uencing the quantum and pattern of jewellery consumption in markets across the world.

Stagnation in key jewellery markets and retail organization in emerging markets are continuously altering the geographic distribution of jewellery consumption.

Based on industry estimates, global jewellery sales growth will be sluggish and will see emergence of new markets like China and India. It is estimated that global jewellery sales will grow at 4.6 percent year-on-year to touch $185 billion in 2010 and $230 billion in 2015. Value addition in the diamond processing stage is likely to increase signi9cantly. Centers for Cutting and Polishing of Diamonds (CPD) will be the primary bene9ciaries of the fall in rough prices. Also, the value addition in polishing is expected to increase from 29.3 percent in 2005 to 34.1 percent in 2015. ?e structure of the diamond-processing industry will change considerably. By 2015, India’s share of the processing pie will drop from 57 percent today to around 49 percent (in value terms) by 2015, and China will emerge as a strong player with a 21.3 percent share of the diamond processing.

?e changes that the industry is likely to face in the coming years should be looked upon both as challenges and opportunities. Over the next few years, players that develop multiple capabilities to manage growth will `ourish. So far the industry has grown due to the intrinsic attraction of its product, the sporadic marketing push by some incumbents and the entrepreneurial skills of individuals. Growth of the industry, and of individual players, is dependent on their successful reinvention of the category, substantial infusion of capital and talent and the adaptability to change.

OPERATIONAL PERFORMANCE:

?e Company recorded total operating income of ` 5,485.11 crores for the year ending 31st March 2015 as compared to revenue of ` 4,643.18 crores in the corresponding last period. ?e net pro9t for the period was ` 73.28 crores (` 89.71 crores). ?e EPS (diluted) slid to ` 3.80 from ` 4.65 (FV: ` 2). ?e EPS has been adjusted for the impact of bonus shares issued during the year. ?e result for this year is not comparable to that of the last year as a large number of overseas subsidiaries of the Company have opted to report audited 9nancial results for the nine months ending 31st December 2014, and migrating their accounting period to calendar year basis. ?e Board of Directors has proposed a dividend of 10%, with an intention to announce an interim dividend at a future date, as the pro9t margins improve.

In Q4-FY’15, consolidated revenue of ̀ 996.73 crores (down 17.38%) was recorded against ̀ 1,206.41 crores in Q4-FY’14. ?e PAT 9gure for the quarter also dipped signi9cantly as compared to the corresponding period last year at ` 4.46 crores (` 26.77crores). ?e market conditions during the period were very challenging coupled with high input costs and decline in demand.

?e Company has been allotted a new sightholder status in South Africa by De Beers, in addition to its existing sight with De Beers International and De Beers Botswana. ?is arrangement will add further stability to the company’s sourcing activities. ?e prices of rough diamonds witnessed some correction during Q4 but the demand for polished diamonds during the peak season remained subdued. ?e key markets of US, China and India were stable in terms of demand but the polished diamond prices continued to remain soP. Japan and EU zone are still dormant in terms of demand. ?e outlook for the second half of FY 2015-16 seems optimistic for the industry as it is going through destocking and a phase of consolidation.

Bridal segment for jewellery products remained strong through the year gone by. ?e consumer focus was on light-weight jewellery. ?e demand for jewellery during the wedding season in India was better as compared to last year but fell below expectations. ?e outlook for the jewellery demand for FY 2015-16 is very optimistic, with a strong revival of demand in the branded segment and private labels.

?e year gone by has been a very challenging one. ?e Company has witnessed high margin pressures and volatility in prices. With the current trend, the management believes that the pro9tability in manufacturing margins is set to return, even as the large


players continue to reduce their inventory levels. We have received good support from our customers who have allowed us to sustain volumes, even at a lower pro9tability. We have also received encouraging support from our bankers and suppliers and we believe the worst is behind us now.

Going forward, the management expects a revival in manufacturing activity and the optimal usage of operational capacities. ?e management also expects a surge in demand in India and China while US will continue to perform well. ?e year has started with some positive indicators and we believe that the trend will gain momentum in the days to come.

COMPLIANCE WITH THE BEST PRACTICES IN THE INDUSTRY

Shrenuj Group remains committed to compliance with global best practices, statutory as well as voluntary. As a De Beers sightholder, we follow the Best Practices Principles (BPP) Guidelines of De Beers and Forevermark, including but not limited to periodic third party audit of our systems and procedures by internationally accredited independent agencies. We also follow the World Diamond Council’s System of Warranties for polished diamonds and studded jewellery. ?e jewellery division of the Company has also committed to comply with the Responsible Jewellery Council’s requirements from 2015 onwards.

We source our diamonds solely from KYS compliant suppliers and do not buy diamonds from any sources involved in conìct, terrorism and illicit trade activity. Our suppliers issue us a warranty that the diamonds/ gold sold to us is conìct free. ?e diamond procurement is always from veri9able sources, not engaged in money laundering activity. We comply with the Kimberly Process Certi9cation norms in this regard, for all our imports and exports of rough diamonds. We also undertake scheduled internal audits for tracking our products through the operating value chain.

We have built a team of quali9ed professionals to ensure complete compliance with statutory norms and adoption of international best practices. Also, we have installed systems and procedures to ensure the pipeline integrity.

COMMITMENT

We continue to remain very fair employer and do not discriminate between employees on the basis of caste, religion, sex, color or creed. ?e Company ensures the health and welfare of all its employees by providing a safe and healthy working environment. Shrenuj recognizes that human capital is vital to its long-term business sustainability and accordingly, has adopted employee selection and performance appraisal criteria based on objectivity and merit.

FINANCIAL PERFORMANCE:

Overview

?e 9nancial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles (GAAP) in India. ?e management accepts responsibility for the integrity and objectivity of these 9nancial statements, as well as for various estimates and judgments used therein. ?e estimates and judgments relating to the 9nancial statements have been made on a prudent and reasonable basis, in order that the 9nancial statements reèct in a true and fair manner the form and substance of the transactions, and reasonably present the Company’s state of aKairs, pro9ts and cash òws.

Outlook, Opportunities and wreats

Outlook

?e outlook for the diamond industry is expected to brighten in the second half of FY 2015-16. While the demand for bridal jewellery and lower price diamonds remains strong, the volume growth in fashion segment is expected to bene9t from the surge in demand in US, India and Middle East. China is also expected to sustain a good rate of demand growth during the year.

Opportunities

?e prices of rough diamonds fell sharply in the fourth quarter of FY 2015-16. ?is will positively impact the pro9t margins of the diamond segment and return the focus on manufacturing with sustainable margins. Alongside the bridals, the solitaire segment and platinum jewellery are expected to outpace the growth vis-à-vis other segments. As in the previous year, Forevermark continues to record good growth in core markets as well as licensee markets.

wreats

Shrenuj continues to be subject to various risks in the economic environment, including but not limited to product, marketing, competition, economic downturns, 9nancial risks, consumer demand etc. However, in this fast changing business environment, competitive risks have become predominant.

?e management has put in place adequate mechanisms to manage these risks across the various business segments and geographies in which the Company operates. ?ere are clearly de9ned policies and processes to hedge the purchase of precious metals, foreign currency exposures, and sources of supply of rough diamonds. Presence across various geographies and across business segments also helps in containing the risk of weakening demand in a single market or segment.

45www.shrenuj.com

We have priced our products at a premium over competitors. ?is premium is accepted by our customers on account of our superior product and service quality. We have constantly endeavored to stay at the top of product and service quality grid to ensure this. Shrenuj nurtures, encourages and promotes research and development as well as innovation towards this end.

Internal Controls and their adequacy

We have adequate systems and processes to safeguard and protect our data and knowledge resources. ?e systems are updated and monitored on a continuous basis so as to ensure complete alignment with evolving technological requirements. ?e Company has a well-documented data security policy with pre-de9ned levels of access authorizations. To ensure safety and security of its strategic locations, the Company employs a comprehensive system of electronic surveillance and physical controls.

?e products manufactured and dealt in by the Company, as well as major production inputs are of high value in nature. To ensure physical security of such products, the Company has multi-tier security and tracking mechanisms. Regular internal audit is conducted to ensure that all systems and procedures are in place and are followed regularly. We maintain adequate insurance against unforeseeable and predictable risks, given the nature of our products/business.

Talent and People Management

Employees are our most valuable asset and stakeholder. With hundreds of years of total work experience, we have been able to stay ahead of our competition and be the 9rst choice of our customers for all their diamonds and jewellery needs. We train our employees to enhance their professional knowledge and skills. ?e staK strength is monitored by all HODs and HR Department and it ensures that our staK is not only optimally utilized but also ensures that the quality staK is retained and no vacuum is created in any departments. ?e performance appraisal systems are an ongoing process and we oKer feedback to all our employees on their strengths and areas for improvement on a regular basis. We have a dedicated People Management team to ensure employee motivation, productivity, innovative spirit and total involvement.

?e Company is driven by a professional and experienced team of functional heads. ?e Company has illustrious members on the Board. During the year under review Industrial Relations were harmonious. All the statutory provisions have been fully complied with. ?e Company achieved all planned targets in terms of production as well as productivity. Present strength of employees is about 2,000 people in its worldwide operations.

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To,

?e Members,

SHRENUJ & COMPANY LIMITED

We have examined the compliance of conditions of Corporate Governance by SHRENUJ & COMPANY LIMITED for the

year ended 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement of the said company with Stock Exchange(s).

?e compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination has been

limited to a review procedures and implementation thereof, adopted by the Company for ensuring the compliance of the

conditions of Corporate Governance as stipulated in the said Clause. It is neither an audit nor an expression of opinion on the

9nancial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations

made by the Directors and the Management, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in the above-mentioned clause of the Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the e=ciency or

eKectiveness with which the Management has conducted the aKairs of the Company.

For RAJENDRA & CO.

Chartered Accountants

(Firm Registration No. 108355W)

A. R. Shah

Partner

Membership No: 047166

Mumbai

Dated: 27thMay, 2015


ANNEXURE - IXREPORT ON CORPORATE GOVERNANCE?e Directors present the Company’s report on Corporate Governance for the year ended 31st March, 2015 as under:

I. COMPANY’S CORPORATE GOVERNANCE PHILOSOPHY

Corporate Governance encompasses a set of systems and practices to ensure that the Company’s aKairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. ?e Company’s policies and practices are not only consistent with the statutory requirement but also underline its commitment to operate in the best interest of the stakeholders. ?e Company will continue to focus its resources, strengths and strategies to achieve its vision of becoming a global company, while upholding the core values of transparency, integrity, honesty and accountability.

Shrenuj will always strive to be its customer’s 9rst choice for premier quality, high value polished diamonds and studded jewellery. ?e Company believes that sustained business growth can be attributed to the philosophy that recognizes the need to observe the highest ethical and business standards and share the success with all stakeholders. ?e Company has adopted the following 9ve Corporate Principles.

To oKer premium quality products to customers.

To push creativity and innovation to shape the future.

Empower the employees to achieve world class performance.

To carry out fair, transparent and ethical governance practices.

To generate pro9table growth to ensure sustainable success.

DIAMOND BEST PRACTICE PRINCIPLES:

?e Company has its own policies and procedures to prevent money laundering, terrorism 9nancing and other 9nancial oKences. ?e Company has trained its workers in order to comply with the policy and relevant legislation. ?e Company veri9es the identity of its diamond suppliers and its clients on best eKorts basis.

?e Company guarantees that all of diamonds manufactured are entirely natural, untreated products, and their characteristics are represented accurately both to trade customers and consumers.

?e Company provides the highest standards of working conditions, and place great importance on ensuring the health, safety and comfort of its workers. ?roughout its business the Company endeavours to minimise the environmental impact of its operations. ?e Company has transparent and fully auditable business processes and reporting practices.

KIMBERLEY PROCESS COMPLIANCE:

?e Kimberley Process is an international certi9cation scheme that regulates the trade in rough diamonds. Its aim is to prevent the trade in con`ict diamonds, while helping to protect the legitimate trade in rough diamonds.

?e Kimberley Process Certi9cation Scheme outlines the provisions by which the trade in rough diamonds is to occur. ?e Company is fully compliant with all the procedures outlined in the Kimberley Process. All imports and exports of rough diamonds are routed through the process outlined in the Kimberley Process and documentary evidence of the same is retained in records.

CODE OF CONDUCT:

?e Board has laid down a Code of Conduct for all the Directors, Key Managerial Personnel and Senior Management Personnel of the Company, which is also available on the website of the Company at www.shrenuj.com. ?e Company has suitably amended the existing code of the Company in line with SEBI circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 and revised Clause 49 of the Listing Agreement. ?e code lays down the standard of conduct which is expected to be followed by the concerned Directors, Key Managerial Personnel and the designated employees, their duties and responsibilities towards business dealings and in particular on matters relating to con`ict of interest, corruption, integrity of accounting and 9nancial reporting, Corporate Social Responsibility, health and safety norms. We have adopted various code and policies to carry out our duties in an ethical manner which are:

Company’s Code of Conduct for its employees and Directors;

Code of Conduct for Prohibition of Insider Trading – Code of conduct to regulate, monitor and report insider trading, Code of practices and procedures for fair disclosure of unpublished price sensitive information;

Vigil Mechanism and Whistle Blower Policy;

Policy on Prevention of Sexual Harassment at Workplace for women;

47www.shrenuj.com

Corporate Social Responsibility Policy;

Remuneration and Nomination Policy;

Policy on Related Party Transactions and Material Related Party Transactions;

Policy on Evaluation of Board Performance and Board Diversity;

Policy for selection of Directors and criteria for evaluation of Board Performance;

Foreign Exchange Policy and

Policy for determining Material Subsidiaries.

All the Board Members, Key Managerial Personnel and the senior management personnel have con9rmed the compliance with the code and a declaration signed by Chairman & Managing Director for the same is appended as Annexure – 1.

II. BOARD OF DIRECTORS

?e Directors of the Company are in a 9duciary position and empowered to oversee management functions with a view to ensure their eKectiveness and enhancement of shareholders value. ?e Board has established six Committees to discharge its responsibilities in an eKective manner. ?e Chairman & Managing Director (CMD) provides overall assistance and guidance to the Board. CMD is responsible for overall implementation of the decisions taken by the Board. ?e Board critically evaluates the Company’s strategic direction, management policies and their eKectiveness.

Composition of Board

A majority of the Board i.e. 6 out of 10 are Independent Directors. ?e composition of Board is in conformity with the requirements of Clause 49 of the Listing Agreement. ?e composition of Board and category of directors are as follows:

Sr. No. Category Name of the Director

1. Promoter Directors Mr. Shreyas K. Doshi, Chairman & Managing Director

2. Mrs. Geeta S. Doshi, Non-Executive Director

3. Mr. Vishal S. Doshi, Group Executive Director

4. Executive Director Mr. Nihar N. Parikh, Executive Director

5. Independent Directors Dr. Badrinarayan R. Barwale

6. Dr. Surendra A. Dave

7. Mr. Minoo R. ShroK

8. H. E. Festus G. Mogae

9. Mr. Suresh N. Talwar

10. Mr. S. S. ?akur

Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective 9eld or profession are considered by Nomination and Remuneration Committee for appointment as Independent Directors on the Board.

?e members of our Board are from diverse backgrounds with skills and experience in critical areas like legal, 9nance, entrepreneurship and general management. A detailed pro9le of each of our present Directors of the Company is available at ‘Our Company - Team section’ on our website, ‘www.shrenuj.com’

None of the Directors on the Board are members of more than ten committees or Chairman of more than 9ve committees across all companies in which they are Directors. Necessary disclosures regarding committee positions in other companies as on 31st March, 2015 have been made by all the Directors.

Every Independent Director at the 9rst meeting of the Board in which he participates as a Director and thereaPer at the 9rst meeting of the Board in every 9nancial year, gives a declaration that he meets the criteria of Independence as provided under the law.

?e details relating to composition and category of Directors, directorships held by them in other companies and their membership and chairmanship on various Committees of the Board of other companies as on March 31, 2015 are given overleaf :


Name of Director Category Attendance at meetings held

during 2014-15

Directorship and Chairman/Membership of Board Committees in other Indian

Public Limited Companies

Board Meeting

Last AGM

Director Committee Member

CommitteeChairman

Mr. Shreyas K. Doshi Chairman &Managing Director

5 Yes 3 - -

Dr. B. R. Barwale Independent Director 4 Yes 6 - 1

Dr. Surendra A. Dave Independent Director 5 Yes 7 4 3

* Mr. Keki M. Mistry Non-Executive Director 3 No 10 3 4

H.E. Festus G. Mogae Independent Director 3 Yes - - -

Mr. Minoo R. ShroK Independent Director 5 Yes 1 - -

Mr. Suresh N. Talwar Independent Director 4 Yes 8 4 3

Mr. S. S. ?akur Independent Director 5 Yes 4 3 3

**Mrs. Geeta S. Doshi Non-Executive Director 1 N.A - - -

Mr. Nihar N. Parikh Executive Director 2 Yes 4 - -

Mr. Vishal S. Doshi Group Executive Director 4 Yes 4 - -

* Mr. Keki M. Mistry has resigned from the Board w.e.f. 27th March, 2015.

** Mrs. Geeta S. Doshi was appointed as an Additional Director of the Company w.e.f. 12th September, 2014.

Notes:

1. Private Limited Companies, foreign companies and companies incorporated under Section 25 of the Companies Act, 1956 are excluded for the above purpose.

2. Membership of only mandatory committees considered viz. Audit Committee and Stakeholders Relationship Committee.

Familiarisation Programmes for Board Members

?e Directors of the Company have visited the units of the Company located at Jewellery Division Seepz, Andheri, BDB at BKC Bandra, Tardeo Factory, Patna Factory – Bihar from time to time to understand the nature of industry in which the Company operates. Mr. Vishal S. Doshi, Group Executive Director of the Company made Independent Directors familiarized with business models and operations of the Company.

?e Board members are provided with necessary documents, reports and policies to enable them to familiarise with the Company’s procedures and practices. Periodic presentations are made at the Board Meetings on business and performance updates of the Company, global business environment, business strategy and risks involved. Power point presentations (PPT) are available on the Company’s secured IT system.

Presentations made during the FY 2014-15:

1. ?e Companies Act, 2013.

2. Role, Responsibilities and duties of the Board under New Companies Act, 2013.

3. Policy on Prevention of Sexual Harassment for Women at Workplace.

4. Indian Accounting Standards vis-à-vis IFRS (International Financial Reporting Standards).

Updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to the Directors. ?e details of such familiarisation programmes for Independent Directors are posted on website of the Company and can be accessed at http://www.shrenuj.com/

Lead Independent Director

?e Company’s Board of Directors has designated Mr. Minoo R. ShroK as the Lead Independent Director. ?e Lead Independent Director’s role is as follows:

To preside over all meetings of Independent Directors.

To ensure there is an adequate and timely `ow of information to Independent Directors.

To liaise between the Chairman & Managing Director, the Management and the Independent Directors.

To preside over meetings of the Board and Shareholders when the Chairman & Managing Director is not present or where he is an interested party.

To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors.

49www.shrenuj.com

Separate Meeting of Independent Directors

?e Company’s Independent Directors meet at least once in every 9nancial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s aKairs and put forth their views to the Lead Independent Director.

At the Separate Meeting of Independent Directors held on 12th November, 2014 following agenda items were discussed and considered:

Taken on record the criteria decided to evaluate the performance of Directors and the Board eKectiveness.

Reviewed the performance of Non-Independent Directors and the Board as a whole.

Reviewed the performance of Chairperson of the Company.

Assess the quality, quantity and timeliness of `ow of information between the Company Management and the Board.

Board Meetings:

Five Board Meetings were held during the year 2014 - 15 and the gap between any of the two Board meetings did not exceed 120 days. ?e dates on which the said meetings were held are as follows:

Serial No. Dates of the Board Meetings held No. of Directors present

1. 23rd May, 2014 10

2. 10th July, 2014 4

3. 11th August, 2014 10

4. 12th November, 2014 7

5. 12th February, 2015 10

Generally, Board meetings are held within 45 days from the end of the quarter in a manner that it coincides with the announcement of quarterly results. Additional meetings are convened to address speci9c needs of the Company. In case of business exigencies some resolutions are also passed by circulation. ?e meetings of the Board are generally held at Tardeo O=ce in Mumbai. Presentation is made on business operations to the Board by the Chief Financial O=cer of the Company. Video/tele conferencing facilities are made available to Overseas Director or Directors travelling abroad, or present at other locations to participate in the meetings.

Information made available to the Board

?e Company Secretary prepares the agenda and the explanatory notes, in consultation with the Chairman & Managing Director and other Senior Management Personnel and circulates the same in advance to all the Directors. Where it is not practical to send the relevant information as a part of the agenda papers, the same is tabled at the meeting. Alongwith the agenda papers a statement of information i.e. Annexure X is circulated to the Board for its consideration as required under Clause 49(D)(1) of the Listing Agreement.

Post meeting follow-up mechanism:

Important decisions taken at the Board/ Committee meetings are promptly communicated to the concerned departments/ divisions for necessary action. Report on actions taken on decisions made or matters discussed in the previous Board meeting are reviewed in the succeeding meetings of the Board. Minutes of the Board/ Committee meetings are circulated within 7 days from the date of conclusion of the meeting to the members of the Board or the Committee as the case may be for their comments and approval.

?e minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting. ?e Company Secretary while preparing the agenda, notes on agenda, and minutes of the meetings is responsible and is required to ensure adherence to all applicable laws, regulations including Companies Act, 2013 read with the rules issued thereunder as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India.

Details of Directors seeking appointment/ re-appointment as required under clause 49 VIII (E) of the Listing Agreement entered into with the Stock Exchange(s):

Mr. Nihar N. Parikh

Mr. Nihar N. Parikh is an Executive Director of the Company. He is a commerce graduate. He joined the Company on 1st October, 1992 as Vice-President of the Jewellery Division at SEEPZ. He was appointed as Executive Director with eKect from 27th April, 1999. He is a driving force behind the jewellery division of the Company and is an expert in jewellery manufacturing. Under his guidance the Jewellery Division has contributed a great deal to the overall growth of the Company. He travels extensively in quest of latest technology and designs. He has developed excellent business relations abroad.


Mrs. Geeta S. Doshi

Mrs. Geeta S. Doshi was amongst the 9rst promoter directors of the Company and was on the Board of the Company for 19 years. She resigned from the Board due to preoccupation on 13th June, 2001. She has made invaluable contributions toward strengthening business and has steered Shrenuj to a premier position in the global industry. She began her career in the family business under the guidance of Mr. Kirtilal K. Doshi, Chairman Emeritus and her husband Mr. Shreyas K. Doshi, who have laid the foundation of Shrenuj and masterminded the company’s business strategy.

Mrs. Doshi is a Commercial Artist and has widely travelled with Mr. Shreyas Doshi, on business tours and is acquainted with customer choice, tastes and preferences of latest Jewellery designs and has in-depth knowledge of Gem & Jewellery industry.

III. COMMITTEES OF THE BOARD:

?e Company’s guidelines relating to Board meetings are applicable to Committee meetings as far as practicable. ?e Chairman of the Board in consultation with the Company Secretary and the Chairman of these Committees determines the frequency of the Committee meetings. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board meetings for noting.

Details of the Board Committees and other related information are provided hereunder:

Audit Committee Nomination & Remuneration Committee

1. Mr. S. S. ?akurIndependent Director(Chairman of the Committee)

1. Mr. Minoo R. ShroKIndependent Director(Chairman of the Committee)

2. Dr. Surendra A. DaveIndependent Director

2. Dr. Badrinarayan R. BarwaleIndependent Director

3. *Mr. Keki M. MistryNon-Executive Director

3. Mr. S. S. ?akurIndependent Director

4. Mr. Minoo R. ShroKIndependent Director

4. Mr. Shreyas K. DoshiChairman & Managing Director

* Mr. Keki M. Mistry resigned from the Board w.e.f. 27th March, 2015 and will continue to remain as a permanent invitee to the Board as well as the Audit Committee.

Stakeholders Relationship Committee Corporate Social Responsibility Committee

1. Dr. Badrinarayan R. BarwaleIndependent Director(Chairman of the Committee)

1. Dr. Surendra A. DaveIndependent Director(Chairman of the Committee)



3. Mr. Nihar N. ParikhExecutive Director


4.Mr. Vishal S. DoshiGroup Executive Director

Finance Committee Risk Management Committee

1. Dr. Surendra A. DaveIndependent Director(Chairman of the Committee)

1. Dr. S. S. ?akurIndependent Director(Chairman of the Committee)




3. Mr. Vishal S. DoshiGroup Executive Director

4. Mr. Vishal S. DoshiGroup Executive Director

4. Mr. Shridhar J. SawantGroup Chief Financial O=cer

A. Audit Committee:

Composition of the Audit Committee and Terms of Reference:

?e Audit Committee comprises three members, all of whom are Independent Directors and possess accounting and 9nancial knowledge. ?e Chairman of the Audit Committee, Mr. S. S. ?akur is having 9nancial management expertise

51www.shrenuj.com

and long professional career in the 9eld of banking and foreign exchange. Mr. S. S. ?akur, Chairman of the Audit Committee was present at the previous Annual General Meeting held on 11th August, 2014. Composition of the Audit Committee meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

?e Board has amended the terms of reference of the Audit Committee in line with provisions of Section 177 of the Companies Act, 2013 and as per the guidelines set out in the Listing Agreement with the Stock Exchanges.

Internal Auditors, Internal Checks and Control:

?e Company has an Internal Audit Cell besides external 9rm acting as Independent Internal Auditors, M/s. Prakash S. Doshi & Co. that reviews internal controls and operating systems and procedures. A dedicated Legal Compliance Cell ensures that the Company conducts its businesses with high standards of legal, statutory and regulatory compliances.

At the heart of our processes is the extensive use of technology. ?is ensures robustness and integrity of 9nancial reporting and internal controls, allows optimal use and protection of assets, facilitates accurate and timely compilation of 9nancial statements and management reports and ensures compliance with statutory laws, regulations and company policies. Representatives of the Statutory and the Internal Auditors are permanent invitees to the Audit Committee meetings. ?e Chairman & Managing Director, Group Executive Director, and Chief Financial O=cer attend the Audit Committee meetings. ?e Company Secretary acts as the Secretary of the Audit Committee.

Meetings:

?e Committee met 4 times during the year on 23rd May 2014, 11th August 2014, 12th November 2014 and 12th February 2015. ?e time gap between two meetings did not exceed four months. Necessary quorum was present at all the meetings. ?e attendance of the members at the meetings was as follows:

Name of the Member Position Number of meetings Attended

Mr. S. S. ?akur Chairman 4

Dr. Surendra A. Dave Member 4

Mr. Keki M. Mistry Member 3

Mr. Minoo R. ShroK Member 4

Role of the Audit Committee:

Oversight of the Company’s 9nancial reporting process and the disclosure of its 9nancial information to ensure that 9nancial statements are correct, su=cient and credible.

Recommending the appointment, remuneration and terms of appointment of statutory auditors including internal auditors.

Approving payment to Statutory Auditors.

Reviewing the Statement of signi9cant related party transactions submitted by the Management.

Reviewing the Internal Audit Reports relating to internal controls and weaknesses.

B. Stakeholders Relationship Committee:

Composition of the Committee

?e Board has changed the nomenclature of Shareholders’/Investors’ Grievance Committee to Stakeholders Relationship Committee as required under Section 178 of the Companies Act, 2013. ?e Committee is primarily responsible to review all matters connected with the Company’s transfer of securities and redressal of shareholders’/ investors’/ security holders’ complaints like non-receipt of annual report, dividend payment, issue of duplicate share certi9cates, transmission of shares, dematerialization/ rematerialization of shares and other related issues. ?e Committee also monitors the implementation and compliance with the Company’s Code of Conduct for prohibition of insider trading.

?e Committee comprises of three members, two of whom are Independent Directors and one Executive Director. ?e Committee’s composition and the terms of reference meet with the requirements of Clause 49 of the Listing Agreement and provisions of the Companies Act, 2013.

Terms of Reference:

a. To review the existing “Stakeholders’ Redressal System” and suggest measures for improvement.

b. Overseas and review all matters connected with the transfer of the Company’s securities.

c. Consider, resolve and monitor redressal of investors’/shareholders’/security holders’ grievances.

d. To review the reports received from Registrar and Share Transfer Agent (RTA) on investors’ grievances under clause 47(a) of the Listing agreement and to take necessary redressal action.


e. To suggest improvements in stakeholders relations and to 9x responsibilities of the compliance o=cer.

f. To consider and take on record the certi9cate received from a Practicing Company Secretary under clause 47(c) of the Listing Agreement.

g. To propose to the Board of Directors, appointment / re-appointment of RTA, including the terms and conditions, professional service charges/ fees to be paid to the said agency.

h. To decide the frequency of audit of RTA and to consider the reconciliation of share capital and the Audit Report thereon.

Meeting and attendance during the year

?e Stakeholders Relationship Committee met on 10th March, 2015 wherein pending legal cases were reviewed and status reports received from the Registrar and Share Transfer Agents were discussed and noted. ?e Committee also took on record a statement of details of complaints received, cleared and pending up to 28th February, 2015.

?e Company is registered on SEBI’s investor grievance portal viz. www.scores.gov.in to resolve complaints as may be received from the investors. During the period under review the Company has received one complaint from the Securities and Exchange Board of India and was resolved. ?e Company has not received any compliant from Registrar of Companies, Stock Exchange(s) or any other authorities.

PREVENTION OF INSIDER TRADING:

?e Company has revised and adopted new Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors, Key Managerial Personnel and designated employees of the Company in line with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015. ?e Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of the Company’s shares while in possession of unpublished price sensitive information or when trading window is closed. Mr. Sanjay M. Abhyankar, Chief Compliance O=cer & Company Secretary is designated as the Compliance O=cer for implementation of the said Code.

Delegation of Powers for Approval of Share Transfers

?e Board has delegated powers to approve share transfers, transmission, splitting and consolidation of share certi9cates, demat and remat of shares, issue of duplicate shares etc. to Mr. Vishal S. Doshi, Group Executive Director and/or Mr. Ashir S. Doshi, Vice President – Company AKairs of the Company to simplify and expedite the share transfer and other related formalities.

Details of Investor Complaints

Details of the complaints received, cleared and pending during the Financial Year 2014-2015 are given below:

Nature of Complaints Received Cleared Pending*

Non-receipt of share certi9cates duly transferred/ demat of shares/issue of duplicate shares etc.

55 54 1

Non-receipt of dividend warrants, Annual Report and revalidation of dividend warrants etc.

35 33 2

Letter(s) from SEBI 1 1 0

Letter(s) from Stock Exchanges Nil Nil Nil

Letter(s) from Registrar of Companies Nil Nil Nil

Total 91 88 3

Number of complaints received during the year as a percentage of total number of members is 1.22%.

*Complaints pending are received at the end of the 9nancial year and were resolved subsequently.

C. Nomination and Remuneration Committee:

Composition of the Nomination and Remuneration Committee and attendance during the year

?e Board has changed the nomenclature of the Remuneration/ Compensation Committee to Nomination and Remuneration Committee as required under Section 178 of the Companies Act, 2013.

?e Nomination and Remuneration Committee comprises of four Directors, majority of them are Independent Directors. ?e Chief Compliance O=cer & Company Secretary acts as the secretary to the Committee. During the Financial year 2014-15, three meetings were held on 17th April 2014, 3rd July 2014 and 12th September 2014. ?e composition and attendance of members at the meetings of the Nomination and Remuneration Committee are as follows:

53www.shrenuj.com

Name Position Number of meeting(s) Attended

Mr. Minoo R. ShroK Chairman 3

Dr. Badrinarayan. R. Barwale Member 3

Mr. S. S. ?akur Member 3

Mr. Shreyas K. Doshi Member 1

Nomination and Remuneration Policy

?e Company’s Nomination and Remuneration Policy is in line with Section 178 of the Companies Act, 2013 and rules made there under and as per Clause 49 of the Listing Agreement. Further the Company has devised a Policy for performance evaluation of Independent Directors, Board and other individual Directors. ?e said policy is available on Company’s website www.shrenuj.com

While determining the remuneration, the Committee takes into consideration the industry trend, remuneration paid by comparable companies, responsibilities to be shouldered by the executive director, Key Managerial Personnel and Senior Executives of the Company and the Company’s and individual performance.

Terms of Reference

?e revised Nomination and Remuneration Policy provides following terms of reference:

(i) Criteria for selection of candidates for senior management and members on the Board.

(ii) Criteria for evaluation of performance of every Director’s and determination of remuneration of the Directors, Key Managerial Personnel and Senior Management Personnel.

(iii) Role and responsibilities of the Nomination and Remuneration Committee.

(iv) Board Diversity

(v) To review the overall compensation policy, the remuneration structure, service agreement and other employment conditions of the Whole time/ Executive Directors with a view to retaining and motivating the best managerial talents.

(vi) To monitor implementation of Employee Stock Option Scheme.

(vii) To decide sitting fees and commission to be paid to the Directors.

(viii) To deal with other matters as the Board may refer to the Committee from time to time.

Remuneration of Whole-time/ Executive Directors

?e Company pays remuneration to Executive Directors by way of salary, retirement bene9ts, perquisites, allowances (9xed component) and commission (variable component) based on the recommendation of Nomination and Remuneration Committee and approval of the Board of Directors and shareholders respectively.

Remuneration of Non-Executive Directors:

Non-Executive Directors are paid remuneration by way of commission and sitting fees. Pursuant to Section 197(5) of the Companies Act, 2013 the Board has revised the sitting fees to be paid to Non-Executive Directors from ` 15,000/- to ` 25,000/- per meeting of the Board and Audit Committee w.e.f. 1st June, 2014 and retained ` 15,000/- per meeting for other committees.

?e commission is paid within the monetary limit approved by the shareholders, subject to the limit not exceeding 1% p.a. of the pro9ts of the Company (computed in accordance with Section 197 of the Companies Act, 2013).

Remuneration of Directors for the 7nancial year 2014-15

Name of the Directors

Directors’Position

Salary & perquisites (Rupees)

*Commissionfor FY 13-14

(Rupees)

*Sitting fees (Rupees)

Total (Rupees)

Mr. S. K. Doshi Chairman & M.D. 14,946,666 - N. A. 14,946,666

Dr. B.R. Barwale Independent Director

- 450,000 1,65,000 6,15,000

Dr. S. A. Dave Independent Director

- 450,000 2,80,000 7,30,000

Mr. K. M. Mistry Non-Executive Director

- 450,000 1,30,000 5,80,000


Name of the Directors

Directors’Position

Salary & perquisites (Rupees)

*Commissionfor FY 13-14

(Rupees)

*Sitting fees (Rupees)

Total (Rupees)

H.E. F. G. Mogae IndependentDirector

- 450,000 65,000 5,15,000

Mr. M. R. ShroK Independent Director

- 450,000 2,65,000 7,15,000

Mr. S. N. Talwar Independent Director

- 450,000 1,05,000 5,55,000

Mr. S. S. ?akur Independent Director

- 450,000 3,55,000 8,05,000

Mrs. Geeta Doshi Non-Executive Director

- N.A. 25,000 25,000

Mr. N. N. Parikh Executive Director 9,300,000 - N. A. 9,300,000

Mr. V. S. Doshi Group Executive Director

8,377,666 - N.A. 8,377,666

Total 32,624,332 31,50,000 13,90,000 3,71,64,332

* Gross amount before considering TDS and Service Tax.

D. Corporate Social Responsibility Committee and the CSR Policy:

As required under Section 135 of the Companies Act, 2013 the Corporate Social Responsibility Committee was constituted and the Corporate Social Responsibility Policy was approved and adopted by the Board which indicate activities to be undertaken by the Company, recommend the amount of expenditure to be incurred on these activities and to monitor the Corporate Social Responsibility Policy of the Company from time to time.

Dr. Surendra A. Dave is the Chairman of the Committee, Mr. S. S. ?akur, Mr. Shreyas K. Doshi and Mr. Vishal S. Doshi, Directors of the Company are the members of the Committee. ?e quorum for the Meeting of the Corporate Social Responsibility Committee shall be two members of whom one member shall be an Independent Director.

?e CSR policy was placed on the website of the Company viz. www.shrenuj.com and any development/ amendment on this matter will be disclosed on the website for shareholders information.

During the year under review, CSR Committee met on 17th April, 2014 wherin the Committee has taken on record the modalities of its functioning and various CSR activities to be undertaken by the Company during the 9nancial year in compliance with the CSR objectives and policy of Company.

E. Finance Committee:

?e Finance Committee consists of four Directors viz. Dr. Surendra A. Dave, Mr. S. S. ?akur, Mr. Shreyas K. Doshi and Mr. Vishal S. Doshi. Dr. Surendra A. Dave is the Chairman of the Committee.

?e Committee has following primary responsibilities:

Formulating and recommending the 9nancial policies of the Company.

Preparation of annual budgets and such other 9nancial estimates as it deems 9t.

Review all capital expenditure of the Company, capital structure, corporate 9nance activities, treasury and 9nancial risk management, debt and other 9nancings, major strategic investments and acquisitions, dividend policy, etc.

Reviewing banking arrangements and cash management.

Review working capital and cash `ow management.

Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board and take necessary actions connected therewith.

Give guarantees/issue letters of comfort/providing securities within the limits approved by the Board.

Approve opening and operation of bank account and related matter.

During the year three meetings were held on 14th October 2014, 30th December 2014 and 19th March 2015.

F. Risk Management Committee:

Risk Management Committee was reconstituted by the Board on 12th November, 2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. ?e Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company.

55www.shrenuj.com

?e Risk Management Committee consists of four Members viz. Mr. S. S. ?akur, as Chairman of the Committee and Mr. Shreyas K. Doshi, Mr. Vishal S. Doshi and Mr. Shridhar J. Sawant as Members of the Committee. One Meeting of the Committee was held during the year on 20th March, 2015.

Modalities of Functioning of Risk Management Committee

To formulate, adopt and recommend to the Board, Risk Management Policy.

To inform the Board about risk assessment and minimization procedures and to review and monitor risk management policy and plan of the Company and such other related functions and matters as may deem 9t from time to time.

To evaluate risk management systems.

To make disclosure of contents of Risk Management Policy in the Board’s report and on the Company’s website, if it deems 9t.

To identify and ascertain various risk involved in the business and to take steps to mitigate and control such risk to avoid loss.

?e Committee shall prepare a transparent monitoring mechanism for ensuring implementation of corrective steps to avoid/minimize risks.

To place before the Board a report on risk assessment and minimization at regular intervals.

IV. SUBSIDIARY COMPANIES:

All subsidiary companies are managed by their Board having the rights and obligations to manage such companies in the best interest of their stakeholders. ?e Company does not have a material unlisted Indian subsidiary and hence is not required to nominate an Independent Director of the Company on the Board of any subsidiary. ?e Company has in place a policy for determining “Material Subsidiaries”. ?e Company monitors performance of subsidiary companies, inter alia, by the following means:

Financial Statements, in particular investments made by unlisted subsidiary companies, are reviewed quarterly by the Company’s Audit Committee.

Minutes of Board Meetings of unlisted subsidiary companies are placed before the Company’s Board regularly.

A statement containing all signi9cant transactions and arrangements entered into by the unlisted subsidiary companies is also placed before the Board.

V. INFORMATION ON GENERAL BODY MEETINGS

Details of Annual /Extra Ordinary General Meetings:

?e last three Annual General Meetings (AGMs) of the Company were held as under:

Financial Year

AGM No.

Location Day and Date Time No. of Special Resolutions

approved at the AGM

2013-14 32nd Walchand Hirachand Hall,Lalji Naranji Memorial, Indian Merchants’ Chamber Building,

IMC Marg, Churchgate,Mumbai – 400 020.

Monday,11th August, 2014

11.00 a.m. 4

2012-13 31st Chavan Centre, 4th Floor, Rangaswar, General

Jaganath Bhosale Marg,Mumbai – 400 021

Wednesday,7th August, 2013

11.00 a.m. 1

2011-12 30th Walchand Hirachand Hall,Lalji Naranji Memorial, Indian Merchants’ Chamber Building,

IMC Marg, Churchgate,Mumbai – 400 020.

Tuesday,14th August, 2012

11.00 a.m. -

No Extra -Ordinary General Meeting was held during the year.


Special resolutions passed at the last three AGMs

?e Members passed the following special resolutions during the last three Annual General Meetings.

Sr. No. Date of AGM Special Resolution

1. 11-08-2014(32nd AGM)

Payment of Remuneration/Commission to Non-Executive Directors of the Company under Section 197 of the Companies Act, 2013 and rules made thereunder

188 of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement.

Company under Employees Stock Option Scheme (ESOS) u/s 62 and other applicable provisions of the Companies Act, 2013To oKer, issue and allot Stock Options to the Employees of the Subsidiaries/Associate Companies under Employees Stock Option Scheme (ESOS).

2. 07-08-2013(31st AGM)

Payment of Commission to Non-Executive Directors of the Company under Section 309(7) of the Companies Act, 1956.

Passing of Resolutions by Postal Ballot

Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Passing of the Resolution by Postal Ballot) Rules, 2011, special resolutions were passed by the Members by way of Postal Ballot on 7th July, 2014:

For adoption of new set of Articles of Association of the Company with requisite majority as detailed below:

Sr. No. Description No. of Postal Ballot Forms No. of shares No. of votes

1. Votes in favour 319 54643397 54643397

2. Votes against 4 720 720

3. Invalid votes 36 15315 15315

For authorizing Board of Directors or a committee thereof to borrow money in excess of aggregate of it’s paid up share capital and free reserves upto ` 30,000 millions.


1. Votes in favour 304 54633751 54633751

2. Votes against 15 9841 9841

3. Invalid votes 40 15840 15840

For authorizing Board of Directors or a committee thereof to sell, lease, mortgage, or otherwise dispose of the whole or substantially the whole of the undertaking(s), movable and immovable properties of the Company both present and future.


1. Votes in favour 297 54631401 54631401

2. Votes against 21 11891 11891

3. Invalid votes 41 16140 16140

Mr. Hemanshu L. Kapadia, a Practicing Company Secretary, conducted the postal ballot process in a fair and transparent manner and submitted his reports to Mr. S. S. ?akur, Chairman appointed for declaration of results.

VI. DISCLOSURES:

Disclosure on materially signi7cant related party transactions

Statements/disclosures of all related party transactions are placed before the Audit Committee, on quarterly basis in terms of Clause 49(III)(E)(2) and other applicable laws for approval. ?e said statements are veri9ed by the Internal Auditors before circulating to the Audit Committee. ?ere were no material transactions with related parties or others which were not on arm’s length basis and are entered in its ordinary course of business only.

Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report and statement of material related party transaction entered into are also submitted with the stock exchanges along with the Corporate Governance Report on quarterly basis as required under Clause 49(VIII)(A)(1) of the Listing Agreement.

?e Company’s major related party transactions are generally with its subsidiaries and associates. ?e related party transactions are entered into based on consideration of various business exigencies such as synergy in operations, industry specialization, liquidity and capital resource of subsidiaries and associates. ?e transactions carried out

57www.shrenuj.com

between the Company and related party are on similar terms and conditions as of unrelated party, including the price and such price charged in no case are in`uenced by relationship and transactions carried out are necessary, normal, regular and incidental to the gems and jewellery business and to generate income for the Company.

Compliance

No strictures or penalties have been imposed on the Company by the Stock Exchanges, Securities and Exchange Board of India or any other statutory authority on any matter related to the Capital Markets during the last three years.

Management Discussion and Analysis

Management Discussion and Analysis Report is given in a separate section forming a part of the Directors’ Report as Annexure VIII.

Risk Management Mechanism

?e Board has constituted a Risk Management Committee to inform the Board members about risk assessment and minimization procedures and to review and monitor Risk Management policy and plan of the Company and such other related functions and matters as may be deem 9t from time to time. ?e Risk Management Committee has adopted and approved a revised risk management policy on 20th March, 2015.

Chief Executive Oxcer (CEO) / Chief Financial Oxcer (CFO) Certi7cation

?e CEO/MD and the CFO have issued a certi9cate pursuant to the provisions of Clause 49 of the Listing Agreement certifying that the 9nancial statements do not contain any untrue statement and these statements represent a true and fair view of the Company’s aKairs. ?e said certi9cate is annexed and forms part of the Annual Report as Annexure – 2.

Secretarial Audit:

As required under Section 204 of the Companies Act, 2013 the Board has appointed M/s.Hemanshu Kapadia & Associates, a Company Secretary in Practice to submit a secretarial audit report for the FY 2014-15 and accordingly the said report is annexed to the Board Report as Annexure V.

. As stipulated by SEBI, Audit is carried out by an Independent Practicing Company Secretary M/s. VPP & Associates on quarterly basis to con9rm reconciliation of the issued and listed capital, shares held in dematerialised and physical mode and status of the register of members.

Whistle Blower Policy:

?e Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. ?e Company has a vigil mechanism and Whistle Blower Policy under which the employees are free to report violations of applicable laws and regulations and code of conduct. ?e reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Till the date of this report, the Chairman of the Audit Committee has not received any disclosure/allegation in writing or through email from whistle blower.

Auditor’s Certi7cate on Corporate Governance

As required by clause 49 of the Listing Agreement, the auditor’s certi9cate on corporate governance is given as an annexure to the Report.

VII. MEANS OF COMMUNICATION:

Communication to Shareholders

?e unaudited quarterly/ half yearly results are announced within forty 9ve days of the close of the quarter. ?e quarterly, half-yearly and annual results of the Company are published in leading newspapers in India which includes, ?e Economic Times, Free Press Journal (leading national English newspapers), Maharashtra Times and Navshakti, local Marathi newspapers.

?e results are also displayed on the Company’s website www.shrenuj.com and also emailed to the Members who have provided their email id to the Company. ?e Company 9les the requisite information on www.corp9ling.co.in, a website which has been developed and is being maintained by IRIS Business Services (India) Pvt. Ltd. and is the common 9ling and dissemination portal for all companies listed on the BSE and the NSE. ?e Company’s corporate website consists of Investors Section which provides comprehensive information to the shareholders. ?e Annual Report of the Company is dispatched to all the shareholders of the Company and also made available on the Company’s website. ?e Company also uploads notices, reports and related information as required under listing agreement on portal developed by Stock Exchanges viz. http://listing.bseindia.com, https://www.connect2nse.com/LISTING/.


ANNEXURE X

VIII. GENERAL SHAREHOLDERS’ INFORMATION:

1. Date, Time and Venue of Annual General Meeting

Wednesday, 12th August, 2015 – 11.00 a.m.Walchand Hirachand Hall,Lalji Naranji Memorial,Indian Merchants’ Chamber Building,IMC Marg, Churchgate,Mumbai – 400 020.

2. Financial Year and Financial Calendar (tentative and subject to change)

i ) Financial Year - April – Marchii) First Quarter Results – by 14th Aug, 2015iii) Half Yearly Results – by 14th Nov, 2015iv) ?ird Quarter Results – by 14th Feb, 2016v) Fourth Quarter and year ending Results – by 30th May, 2016vi) Annual General Meeting – in August, 2016

3. Date of Book Closure ?ursday, 6th August, 2015 to Wednesday, 12th August, 2015 (both days inclusive).

4. Dividend Payment Date Wednesday, 19th August, 2015

5. Listing on Stock Exchanges at Bombay Stock Exchange Limited (BSE)(Exchange Code – 523236)National Stock Exchange of India Limited (NSE)(Exchange Code - SHRENUJ)

6. Listing fees for 2015-16 ?e Company has paid the listing fees for the 9nancial year 2015-16 to BSE and NSE.

7. ISIN Number for NSDL & CDSL INE633A01028?e annual custodian fees for the 9nancial year 2014-15 have been paid to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

8. Corporate Identity Number (CIN) CIN, allotted by the Ministry of Corporate AKairs, Government of India is L99999MH1982PLC026903, and Company Registration Number is 11 – 26903. ?e Company is registered at Mumbai in the State of Maharashtra, India.

9. Registrar and Transfer Agents Sharepro Services (I) Private Limited13 AB, Samhita Warehousing Complex,2nd Floor, Near Sakinaka Telephone Exchange,OK Andheri Kurla Road, Sakinaka, Andheri (E),Mumbai 400 072.Tel. No.022-67720300Fax No. 022-28591568Email : [email protected] : www.shareproservices.comBusiness Hours : Monday to Friday(10 a.m. to 4.30 p.m.)Contact Person: Ms. Anuradha Bekal

Extension Counter of Sharepro:Sharepro Services (I) Pvt. Ltd.912, Raheja Center,Free Press Journal Road,Nariman Point,Mumbai – 400 021.

Contact Person : Mr. JosephTel. No. : 022-66134701Fax No : 022-22825484

10. STOCK MARKET DATA: Annexure A Enclosed.

11. SHARE TRANSFER SYSTEM:

99.20% of the equity shares of the Company are in electronic form as on 31st March, 2015. ?e share transfer activities under physical mode are carried out by the Registrar and Transfer Agent (RTA). Shares in physical mode which are lodged for

59www.shrenuj.com

transfer are processed and returned within the stipulated time. Physical shares received for dematerialisation are processed within 21 days from the date of receipt. Bad deliveries are promptly returned to the Depository Participants (DP’s) under advice to the shareholders.

As required under Clause 47(C) of the Listing Agreement, the certi9cates on half-yearly basis con9rming due compliance of the share transfer formalities and other related matters by the Company from a Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time.

Details of shares transferred in physical /demat form:

Period (From 1st April, 2014 to 31st March, 2015) No. of Requests/ Trades No. of Shares Transferred

Shares transferred in Physical Form 22 22,590

Shares transferred in Demat Form at BSE and NSE 2,65,309 3,36,81,953

Total 2,65,331 3,37,04,543

Liquidity: ?e Company’s shares are actively traded on BSE and NSE. ?e average daily number of shares traded and the average daily price per share and average daily value of shares traded on BSE and NSE during the Financial Year 2014-15 are given below:

Particulars BSE NSE

Average daily number of shares traded 65,709 76,323

Average daily price per share (in `) Pre-Bonus 113.84 113.82

Average daily price per share (in `) Post-Bonus 54.28 54.23

Average daily value of shares traded (` in Lacs) 58.61 64.66

Average Shares per Trade (Number of Shares) 103 146

12. ECS MANDATE:

Members are requested to update their bank account details with their respective depository participants for shares held in the electronic form or write to the Company’s Registrar and Share Transfer Agent, M/s. Sharepro Services (I) Private Limited for shares held in the physical form.

13. DISTRIBUTION OF SHAREHOLDINGS AND SHAREHOLDING PATTERN AS ON 31ST MARCH, 2015:

Distribution of Shareholdings and Shareholding Pattern as on 31st March, 2015 is attached as Annexure – B.

14. DEMATERIALIZATION OF SHARES AND LIQUIDITY:

As on 31st March, 2015 out of total holding of 19,29,07,258 equity shares, 19,13,61,166 equity shares representing 99.20% of the paid up capital of the Company are in dematerialised form and balance 15,46,092 equity shares representing 0.80% are in physical form. (Annexure – C enclosed).

15. NOMINATION FACILITY:

Pursuant to the provisions of Section 72 of the Companies Act, 2013, Shareholders are entitled to make nominations in respect of Shares held by them. Shareholders holding shares in physical form and desirous of making nominations are requested to send their requests to the Company’s RTA. Shareholders holding shares in electronic form (demat form) are requested to give the nomination request to their respective Depository Participants directly.

16. OUTSTANDING GDRS/ADRS/ WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

?e Company has not issued any GDRs/ ADRs/ warrants. ?ere were no outstanding convertible warrants as on March 31, 2015.

17. PLANT LOCATIONS:

?e Company’s factories are located at Dharam Palace, Charni Road, Tardeo, MIDC (Andheri), Seepz, (Andheri - Mumbai), Patna (Bihar).

18. ADDRESS FOR CORRESPONDENCE:

Shareholders can address their correspondence to the Registered O=ce of the Company situated at 405, Dharam Palace, 100-103, N.S. Patkar Marg, Mumbai – 400007, E-mail id – [email protected] , Tel. Nos. 022-66373500.


SHARE PRICE / VOLUME (BSE)1-APR-2014 TO 14-JUL-2014 (PRE-BONUS)

Period Low Price `

High Price `

Total Number of shares

tradedApril, 2014 90.60 99.00 1,144,482

May, 2014 92.20 137.00 1,628,857

June, 2014 122.00 155.00 1,572,095

Upto 14th July, 2014 117.15 140.95 898,716

Sub Total (A-1) 5,244,150

SHARE PRICE / VOLUME (BSE) 15-JUL-2014 TO 31-MAR-2015 (POST BONUS)

Period Low Price `

High Price `


tradedFrom 15th to 31st July, 2014

60.00 66.90 927,748

August, 2014 54.00 64.70 1,464,316

September, 2014 52.00 61.50 1,324,122

October, 2014 52.30 65.45 1,078,024

November, 2014 45.70 59.70 944,490

December, 2014 41.70 56.05 971,591

January, 2015 49.80 58.30 1,069,216

February, 2015 45.80 55.00 948,759

March, 2015 42.05 54.50 1,046,414

Sub Total (A-2) 9,774,680

TOTAL VOLUME AT BSE (A-1+A-2 ) 15,018,830

SHARE PRICE / VOLUME (NSE)1-APR-2014 TO 14-JUL-2014 (PRE-BONUS)

Period Low Price `

High Price `


tradedApril, 2014 91.30 99.70 1,021,202

May, 2014 91.80 138.00 1,667,317

June, 2014 119.10 155.05 1,517,734

Upto 14th July, 2014 118.00 141.90 1,057,011

Sub Total (B-1) 5,263,264

SHARE PRICE / VOLUME (NSE) 15-JUL-2014 TO 31-MAR-2015 (POST BONUS)

Period Low Price `

High Price `


tradedFrom 15th to 31st July, 2014

60.05 66.00 796,770

August, 2014 51.65 64.90 1,455,104

September, 2014 52.00 61.50 1,553,646

October, 2014 53.00 65.40 1,128,546

November, 2014 51.10 58.90 1,050,063

December, 2014 46.65 56.50 1,875,123

January, 2015 48.65 58.25 1,910,867

February, 2015 42.20 52.30 1,740,299

March, 2015 41.35 54.55 1,889,441

Sub Total (B-2) 13,399,859

TOTAL VOLUME AT NSE (B-1+B-2 ) 18,663,123

TOTAL VOLUME AT BSE & NSE 33,681,953

25000.00

25550.00

26100.00

26650.00

27200.00

27750.00

28300.00

28850.00

29400.00

29950.00

40.00

45.00

50.00

55.00

60.00

65.00

70.00

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Sen

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Date

Pri

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Minimum Price Maximum Price Sensex

Stock Performance at BSE - Sensex v/s ShrenujPost-Bonus

7500.00

7625.00

7750.00

7875.00

8000.00

8125.00

8250.00

8375.00

8500.00

8625.00

8750.00

8875.00

9000.00

40.00

45.00

50.00

55.00

60.00

65.00

70.00

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22-J

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Niy

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Pri

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)

Date

Minimum Price Maximum Price Niyy

Stock Performance at NSE - Niyy v/s ShrenujPost-Bonus

STOCK MARKET DATA FOR THE FINANCIAL YEAR 2014-15

ANNEXURE - A

61www.shrenuj.com

Equity Shareholding Pattern as on 31st March, 2015

Category No. of Shares %

Directors, Relatives, Associate Companies 107,507,403 55.73

Unclaimed Shares, Financial Institutions, Mutual Funds, Nationalised Banks 2,793,444 1.45

Non Resident Individuals, Foreign Financial Institutions, Foreign Bank(s), Foreign Company 42,835,796 22.21

Overseas Bodies Corporate 3,365,412 1.74

Other Bodies Corporate 23,314,356 12.09

Other Individuals 13,090,847 6.78

TOTAL 192,907,258 100.00

Distribution of Shareholdings as on 31st March, 2015

Shareholding of Nominal Value in Rupees No. of Folios % Share Amount

%

Upto 5000 7,145 96.07 12,879,508 3.34

5,001 to 10,000 117 1.57 1,755,980 0.46

10,001 to 20,000 58 0.78 1,700,868 0.44

20,001 to 30,000 23 0.31 1,163,032 0.30

30,001 to 40,000 10 0.13 730,264 0.19

40,001 to 50,000 15 0.20 1,343,416 0.35

50,001 to 1,00,000 15 0.20 2,203,066 0.57

Above 1,00,001 54 0.74 364,038,382 94.36

GRAND TOTAL 7,437 100.00 385,814,516 100.00

No. of Shareholders in physical mode 998 13.42 3,092,184 0.80

No. of Shareholders in electronic mode 6,439 86.58 382,722,332 99.20

55.73%

1.45%

22.21% 1.74%12.09%

6.78%

DIRECTORS, RELATIVES, ASSOCIATE COMPANIES

UNCLAIMED SHARES, FIN. INST., MUTUAL FUNDS,

NATIONALISED BANKS

N R Is, FOREIGN FIN. INSTITUTIONS., FOREIGN

BANK , FOREIGN COMPANY

OVERSEAS BODIES CORPORATE

OTHER BODIES CORPORATE

OTHER INDIVIDUALS

Equity Shareholding Pattern as on 31st March, 2015

ANNEXURE - B


Physical Form Demat Form

1,546,092

191,361,166

NSDL CDSL

177,451,698 13,909,468

ANNEXURE - 1

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT

1is is to con7rm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Executive Directors. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors. Both these Codes are available on the Company’s website.

I con7rm that the Company has in respect of the 7nancial year ended March 31, 2015 received from the Senior Management Team of the Company and the Members of the Board a declaration of compliance with the Code of Conduct as applicable to them.

For the purpose of this declaration, Senior Management Team means the Chief Financial ORcer, employees in the Executive Vice President cadre and the Company Secretary as on March 31, 2015.

Place : Mumbai SHREYAS K. DOSHI

Date : May 27, 2015. CHAIRMAN & MANAGING DIRECTOR

0.80%91.99%

7.21%

99.20%

Demat Form

Physical Form

National Securities Depository Ltd.

Central Depository Services (I) Ltd.

Demat Status as on 31st March, 2015

ANNEXURE - C

63www.shrenuj.com

ANNEXURE - 2

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

We, Shreyas K. Doshi, Chairman & Managing Director and Shridhar J. Sawant, Group Chief Financial ODcer of Shrenuj & Company Limited, to the best of our knowledge and belief, certify that:

1. We have reviewed the Financial Statements including balance sheet and proKt and loss account (Standalone and Consolidated), and all its schedules and notes to the accounts, as well as the cash Now statements and the directors’ report for the Knancial year ended 31st March, 2015;

2. Based on our knowledge and information, these statements do not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the statements made;

3. Based on our knowledge and information, the ?nancial statements and other ?nancial information included in this report, present in all material respect, a true and fair view of, the company’s aBairs, the ?nancial condition, result of operations and cash Cows of the Company as of, and for, the period presented in this report, and are in compliance with the existing accounting standards and/or applicable laws and regulations;

4. To the best of our knowledge and belief, no transactions entered into by the Company during the year are fraudulent, illegal or violative of the Company’s code of conduct;

5. We are responsible for establishing and maintaining disclosure controls and procedures and internal controls over ?nancial reporting for the Company, and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over ?nancial reporting, or caused such internal control over ?nancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of ?nancial reporting and the preparation of ?nancial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the eBectiveness of the Company’s disclosure, control and procedures, and

d) disclosed in this report any change in the Company’s internal control over ?nancial reporting that occurred during the Company’s most recent ?scal year that has materially aBected, or is reasonably likely to materially aBect, the company’s internal control over ?nancial reporting.

6. We have disclosed based on our most recent evaluation, whenever applicable, to the Company’s auditors and the audit committee of the Company’s Board of Directors (and persons performing the equivalent functions).

a) all de?ciencies in the design or operations of internal controls, which could adversely aBect the Company’s ability to record, process, summarise and report ?nancial data, and have identi?ed for the Company’s auditors, any material weakness in internal control over ?nancial reporting including any corrective actions with regard to de?ciencies;

b) signi?cant changes in internal controls during the year covered by this report;

c) all signi?cant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the ?nancial statements;

d) instances of signi?cant fraud of which we are aware, that involves management or other employees who have a signi?cant role in the Company’s internal control system;

SHREYAS K. DOSHI SHRIDHAR J. SAWANT

CHAIRMAN & MANAGING DIRECTOR GROUP CHIEF FINANCIAL OFFICERMumbai, May 27, 2015.


INDEPENDENT AUDITORS’ REPORT

To the Members ofShrenuj & Company Limited

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of Shrenuj & Company Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone 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 principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, 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.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. 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 misstatements.

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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company’s directors, 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 on the standalone financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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, of the state of affairs of the Company as at 31st March, 2015 and its profit and its cash flows for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2015 (the Order) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

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

65www.shrenuj.com

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

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

d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on March 31, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in Note to the financial statements-Refer Note-37.

ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For Rajendra & Co.Chartered AccountantFirm Registration No. 108355W

A. R. ShahPartnerMumbaiDated : 27th May, 2015


ANNEXURE TO AUDITOR’S REPORT

Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date1. In respect of its fixed assets:

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. As explained to us, all the fixed assets have been physically verified by the management in a phased periodical manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification.

2. In respect of its inventories:

a. As explained to us, inventories have been physically verified by the Management at regular intervals during the year, except for inventories lying with third parties in respect whereof the company has obtained necessary confirmations. In our opinion, the frequency of verification is reasonable.

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

c. The Company has maintained proper records of inventories. Asexplained to us, no material discrepancies were noticed on physical verification.

3. In respect of the loans, secured or unsecured, granted by the Company to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act, 2013:

a. The principal amounts are repayable over a period of seven to ten years, while the interest wherever applicable is payable annually.

b. In respect of the said loans and interest thereon, there are no overdue amounts.

4. In our opinion and according to the information and explanations given to us, the company has an adequate internal control system commensurate with the size and the nature of its business for the purchases of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

5. In respect of deposits accepted from public in past, in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 to 76 or any other relative provisions of the Act and Rules framed there under. According to the information and explanations given to us, no Order has been passed by the Company Law Board, National Company Law Tribunal or the Reserve Bank Of India or any Court or any other Tribunal in this regard in respect of the Company.

6. The provisions of clause 3 (vi) of the Order are not applicable to the Company as the Company is not covered by the Companies (Cost Records and Audit) Rules, 2014.

7. In respect of statutory dues:

a) According to the records of the Company, undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs, Duty of Excise, Value Added Tax, Cess, and other material statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2015 for a period of more than six months from the date of becoming payable.

67www.shrenuj.com

b) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, , duty of Customs, Duty of Excise, Value Added Tax, Cess which have not been deposited as on 31st March, 2015 on account of disputes are given below:

Sr. No

Name of the Statute Nature of Dues Amount (` in million)

Period to which the amount relates.

Forum where dispute is pending

1. Income Tax Act, 1961 Income Tax 0.21

5.37

0.92

2.35

40.17

FY 2000-01

FY 2001-02

FY 2002-03

FY 2005-06

FY 2009-10

Commissioner of Income Tax (Appeals)

0.39

0.35

40.40

69.44

FY 1989-90

FY 1999-00

FY 2007-08

FY 2008-09

Income Tax Appellate Tribunal

2. The Bombay Sales Tax Act Sales Tax 0.34 FY 1994-95 Commissioner (Appeals)

TOTAL 159.94

c) According to the records of the Company, the amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within the time.

8. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred any cash losses during the financial year covered by the audit and in the immediately preceding financial year.

9. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the Company has not defaulted in repayment of dues to financial institutions or banks. The company has not raised any money by issue of debentures.

10. The Company has given guarantees for loans taken by its subsidiaries and associates from banks and financial institutions. According to the information and explanations given to us by the management, and having regard to the long term involvement of the Company with its subsidiaries and associates, we are of the opinion that the terms and conditions thereof are not prima facie prejudicial to the interest of the Company.

11 The Company has raised new terms loans during the year. The term loans outstanding at the beginning of the year and those raised during the year have been applied for the purposes for which they were raised.

12 In our opinion and according to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the year.




BALANCE SHEET AS AT 31ST MARCH, 2015 (` in million)

Particulars Notes 31st MARCH, 2015 31st MARCH, 2014I. EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 1 385.82 192.91Reserves and Surplus 2 6,747.05 6,766.71

7,132.87 6,959.62Non-Current Liabilities

Long-Term Borrowings 3 2,483.75 2,197.95Deferred Tax Liabilities (Net) 4 64.19 96.86Other Long Term Liabilities 5 0.86 2.39Long Term Provisions 6 75.36 68.60

2,624.16 2,365.80Current Liabilities

Short-Term Borrowings 7 13,274.62 13,155.43Trade Payables 8 10,285.53 13,691.51Other Current Liabilities 9 1,199.22 597.53Short-Term Provisions 10 154.79 211.82

24,914.16 27,656.29Total Equity and Liabilities 34,671.19 36,981.71

II. ASSETS

Non-Current Assets

Fixed Assets 11 Tangible Assets 2,307.45 2,495.68 Intangible Assets 6.40 9.87 Capital Work in Progress 13.04 2.57

2,326.89 2,508.12Non-Current Investments 12 1,163.09 1,163.09Long Term Loans and Advances 13 1,775.03 1,708.33

5,265.01 5,379.54Current Assets

Current Investments 14 0.03 0.03Inventories 15 16,107.31 16,429.36Trade Receivables 16 12,166.75 13,997.12Cash and Cash Equivalents 17 472.62 600.53Short-Term Loans and Advances 18 659.47 575.13

29,406.18 31,602.17Total Assets 34,671.19 36,981.71

Signi?cant Accounting PoliciesNotes to ?nancial statements 1 to 38

As per our Report of even date Shreyas K. Doshi Dr. B. R. Barwale

Chairman & Managing Director Dr. Surendra A. Dave

S. S. bakur

For RAJENDRA & CO., Shridhar J. Sawant Minoo R. Shrod

Chartered Accountants Group Chief Financial Okcer Nihar N. Parikh

Directors

A. R. Shah Sanjay M. Abhyankar

Partner Chief Compliance Okcer &MUMBAI, 27th May, 2015 Company Secretary MUMBAI, 27th May, 2015

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015 (` in million)

Particulars Note 2014-15 2013-14

INCOME

Revenue from Operations 19 27,118.83 25,265.82

Other Income 20 3.00 10.82

Total Revenue 27,121.83 25,276.64

EXPENSES

Cost of materials consumed 21 21,472.44 16,706.84

Purchase of Stock in trade 22 2,624.18 9,050.94

Changes in inventories of Finished Goods and Stock in Trade 23 165.07 (3,351.48)

Employee Bene?t Expenses 24 402.11 408.60

Finance Costs 25 1,033.63 954.03

Depreciation/ Amortisation Expense 26 132.46 66.72

Other Expenses 27 977.43 947.88

Total Expenses 26,807.32 24,783.53

PROFIT BEFORE TAXATION 314.51 493.11

Less: Provision for Taxation - Current 98.00 137.50

Provision for Deferred Taxation (10.16) 5.00

Short/Excess provision for Tax of earlier year 21.19 (0.78)

PROFIT AFTER TAXATION 205.48 351.39

Earnings per equity share of face value of ` 2 each. 28

- Basic 1.07 1.82

- Diluted 1.07 1.82

Signi?cant Accounting Policies

Notes to Financial Statements 1 to 38



S. S. bakur



Directors




CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THEYEAR ENDED 31ST MARCH, 2015

(` in million)Financial Year Financial Year

2014-2015 2013-2014(A) Cash eows from operating activities:

Net Progt before tax and aher extraordinary items 314.51 493.11 Adjustments for:

Depreciation 132.46 66.72 Provision for leave encashment/Gratuity 10.51 16.63 (Pro?t)/ loss on sale of ?xed assets 6.66 8.49 Dividend received (0.01) - Bad debts 1.83 - Finance cost (net) 1,109.33 1,007.54 Interest income (75.70) (53.51) Pro?t on sale of investment - 0.12 EBects of exchange rate change 382.67 221.25

1,567.75 1,267.24Operating Progt before working capital changes 1,882.26 1,760.35

Adjustments for: Trade and other receivables 1,842.21 (1,451.76) Inventories 322.05 (2,657.83) Trade payables (3,117.30) 2,764.19

Cash generated from operations 929.22 414.95 Direct taxes paid (192.10) (128.14)

Net Cash Flow from operating activities 737.12 286.81

(B) Cash eows from investing activities:

Purchase of ?xed assets (24.29) (69.73)Sale of ?xed assets 9.24 8.27Dividend received 0.01 -Interest income 75.70 53.51Movement of loans - 76.22Net Cash used in investing activities 60.66 68.27

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CASH FLOW STATEMENT ANNEXED TO THE BALANCE SHEET FOR THEYEAR ENDED 31ST MARCH, 2015

(` in million)Financial Year Financial Year

2014-2015 2013-2014

(C) Cash eows from gnancing activities:

Increase in long term borrowings 357.10 74.98Increase in short term borrowings (76.86) 421.44Interest paid (1,139.73) (945.88)Dividends paid (57.75) (57.76)Tax on dividend (9.84) (9.84)EBects of exchange rate change 1.39 4.05Net Cash used in gnancing activities (925.69) (513.01)

Net increase in cash and cash equivalents (A+B+C) (127.91) (157.93)Opening balance of cash and cash equivalent 600.53 758.46Closing balance of cash and cash equivalent 472.62 600.53

Note:

me Cash Cow statement has been prepared under the indirect method as set out in Accounting Standard - 3 (AS-3) on Cash Cow statement issued by the Companies (Accounting Standards) Rules, 2006.



S. S. bakur



Directors




SIGNIFICANT ACCOUNTING POLICIES FOR THE YEAR ENDED 31 MARCH 2015

A. BASIS OF PREPARATION OF FINANCIAL STATEMENTS me ?nancial statements have been prepared and presented on an accrual basis under the historical cost convention except

for certain ?xed assets which are carried at revalued amount. mis Financial Statements have been to comply with generally accepted accounting principles India including the accounting standards prescribed under the relevant provisions of the Companies Act, 2013.me Financial Statements are presented in Indian Rupees rounded oB to ` in Million.

Accounting Policies not speci?cally referred to otherwise are consistent with and in consonance with generally accepted accounting principles.

B. USE OF ESTIMATES me preparation of the ?nancial statements in conformity with generally accepted accounting principles (GAAP) in India

requires management to make judgement, estimates and assumptions that aBect the reported amount of assets, liabilities and the disclosure of contingent liabilities on the date of the ?nancial statements and the reported amount of revenues and expenses during the reporting period. Actual results could diBer from those estimates. Any revision to the accounting estimates is recognised prospectively in current and future periods.

C. FIXED ASSETS AND DEPRECIATION Tangible Fixed assets are stated at acquisition/construction cost net of recoverables taxes and includes amounts added on

revaluation less accumulated depreciation and impairment loss if any. Cost of construction include cost attributable to bring the asset to its intended use, and includes related borrowing costs and adjustment arising from exchange rate variation attributable to ?xed assets.

Intangible assets are stated at cost of acquisition less accumulated amortisation.

D. DEPRECIATION AND AMORTISATION Depreciation on ?xed assets (other than Leasehold Land) has been provided on straight-line method. Depreciation is provided

based on the useful life of the assets prescribed in Schedule II to the Companies Act, 2013.Cost of leasehold land is amortised over the life of the lease period and on amounts added on revaluation, depreciation is provided as aforesaid on residual life of the assets as certi?ed by valuers.

Intangible assets are amortised over a period of ?ve years on a straight line basis.

E. IMPAIRMENT OF ASSETS me 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 the 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. me reduction is treated as an impairment loss and is recognized in the pro?t and loss account. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reCected at the recoverable amount subject to a maximum of depreciable historical cost.

F. INVESTMENTS Long term investments are stated at cost, less any other than, temporary diminution in value. Current investments are carried at lower of cost or market/ fair value determined on an individual investment basis. Pro?t or loss on sale of investments is determined on the basis of weighted average carrying amount of investments disposed

oB.

G. FOREIGN CURRENCY TRANSACTIONS Foreign currency transactions are recorded using the exchange rates prevailing on the date of the transaction. Exchange

diBerences arising on foreign exchange transactions settled during the year are generally recognised in the pro?t and loss account of the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the exchange rate on that date; the resultant exchange diBerences are recognized in the pro?t and loss account.

In respect of Forward Exchange Contracts (excluding cash Cow hedges), the diBerences between the contract rate and spot rate on the date of the contract is charged to Pro?t and Loss Account over the period of contract and the diBerence between the year end rate and spot rate on the date of contract is also recognised in Pro?t and Loss Account.

me exchange diBerence arising on translations and realised gains and losses on foreign currency transactions are generally recognised in Pro?t and Loss Account, except in case they relate to non current monetary assets and liabilities in which case they are credited/debited to Foreign currency monetary item translation diBerence account.

Non-monetary foreign currency items are carried at cost.

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H. DERIVATIVE INSTRUMENTS AND HEDGE ACCOUNTING me Company enters into derivative ?nancial instruments (option contracts and forward contracts) to hedge foreign currency

risk of ?rm commitments and highly probable forecast transactions. In respect of Derivative ?nancial instruments entered to hedge foreign currency risk of highly probable forecast transactions

that qualify as Cash Cow hedges, the gains or losses are reCected in the Hedging Reserve Account in the Balance Sheet and are subsequently recognised in the Pro?t and Loss Account of the period in which the hedged transaction materialises as per principles of hedge accounting enunciated in Accounting Standard (AS) – 30, “Financial Instruments: Recognition and Measurement”. In respect of other derivative ?nancial instruments, which are hedges, the gains or losses are accounted for in Pro?t and Loss Account.

I. INVENTORIES Raw materials Raw materials are valued at cost or net realizable value whichever is lower. Cost of Raw Materials – for Jewellery division is

computed using the First in First out (FIFO) method – for diamond division, speci?c items of cost are allocated and assigned to inventory wherever practicable and in other cases, the weighted average method is used to compute cost.

Stock in process Stock in process is considered as part of stock of raw materials and is not valued separately. Finished goods For Jewellery division are valued at estimated cost or net realizable value, whichever is lower. For Diamond division, polished

diamonds are valued at technical estimate of cost or net realizable value, whichever is lower. Cost includes cost of materials consumed and related conversion costs which are technically evaluated by the management, in view of the nature of the variation in the value of individual diamonds, existence of multiple grades and the diBerentials in conversion costs. me company has therefore complied with AS2 – “Valuation of Inventories” issued by the Institute of Chartered Accountants of India to the extent practicable.

Stores, spares parts and loose tools are valued at cost.

J. REVENUE RECOGNITION Revenue is recognised only when risks and rewards incidental to ownership are transferred to customers, it can be reliably

measured and it is reasonable to expect ultimate collection. Revenue from operation includes sale of goods and services and gain / loss on corresponding hedge contract.

Dividend income is recognised when right to receive is established. Interest income is recognized on time proportionate basis.

K. EMPLOYEE’S RETIREMENT BENEFITS Short term employee benegts

All employee bene?ts payable wholly within twelve months of rendering the service are classi?ed as short-term employee bene?ts. mese bene?ts include compensated absences such as paid annual leave and sickness leave. me undiscounted amount of short-term employee bene?ts expected to be paid in exchange for the services rendered by employees is recognized during the year when employee renders services.

Post employment benegts

Degned Contribution Plans

me Company’s provident fund scheme is a de?ned contribution plan.

me Company’s contribution paid/payable under the schemes is recognised as expense in the Pro?t and Loss account during the period in which the employee renders the related service. me Company makes speci?ed monthly contributions towards employee provident fund.

Degned Benegt Plans

me Company’s gratuity bene?t scheme is a de?ned bene?t plan. me Company’s net obligation in respect of the gratuity bene?t scheme is calculated by estimating the amount of future bene?t that employees will earn in return for their service in the current and prior periods; that bene?t is discounted to determine its present value, and the fair value of any plan assets is deducted.

me present value of the obligation under such de?ned bene?t plan is determined based on actuarial valuation by an independent actuary at each balance sheet date using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee bene?t entitlement and measures each unit separately to build up the ?nal obligation.


me obligation is measured at the present value of the estimated future cash Cows. me discount rates used for determining the present value of the obligation under de?ned bene?t plans, are based on the market yields on Government securities as at the balance sheet date.

Actuarial gains and losses are recognized immediately in the Pro?t and Loss Account.

Other Long term employment benegts

me Company’s liabilities towards Compensated Absences to employees are determined on the basis of valuations, as at balance sheet date, carried out by an independent actuary using Projected Unit Credit Method. Actuarial gains and losses comprise experience adjustments and the eBects of changes in actuarial assumptions and are recognized immediately in the Pro?t and Loss Account.

L. LEASES Lease payments under an operating lease are recognised in the pro?t and loss account on a straight line basis, over the lease

term.

M. TAXATION Income tax expense comprises of current tax (i.e. amount of tax for the year determined in accordance with the income tax

law) and deferred tax charge or credit (reCecting the tax eBects of timing diBerences between accounting income and taxable income for the year).

me deferred tax charge or credits and the corresponding deferred tax liabilities or assets are recognised using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognised only to the extent that there is a reasonable certainty that the assets can be realised in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reCect the amount that is virtually/reasonably (as the case may be) certain to be realised.

N. BORROWING COST Borrowing Costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost

of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to revenue.

O. PROVISIONS AND CONTINGENT LIABILITIES AND CONTINGENT ASSETS me Company creates a provision when there is present obligation as a result of a past event that probably requires an outCow

of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may or may not require an outCow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outCow of resources is remote, no provision or disclosure is made. Contingent assets are neither recognised nor disclosed in the ?nancial statements.

P. EARNINGS PER SHARE (‘EPS’) Basic EPS is computed using the weighted average number of equity shares outstanding during the year. Diluted EPS is

computed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year except where the results would be anti-dilutive.

Q. EMPLOYEE STOCK OPTION BASED COMPENSATION me Company calculates the compensation cost based on the intrinsic value method wherein the excess of value of underlying

equity shares as of the date of the grant of options over the exercise price of such options is recognised and amortised over the vesting period on a straight line basis. me Company follows SEBI guidelines for accounting of employee stock options.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

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31st March, 2015 31st March, 2014

(` in million) (` in million)

1. SHARE CAPITAL

Authorised

225,000,000 (225,000,000) Equity Shares of ` 2/- each 450.00 450.00

Issued, Subscribed and Paid-up

192,907,258 (96,453,629) Equity Shares of ` 2/- each fully paid-up 385.82 192.91

385.82 192.91

Notes:

1 a) Of the above Equity shares:

i) 14,122,325 shares were issued pursuant to the scheme of amalgamation without payment being received in cash.

ii) 6,692,070 shares were issued pursuant to the exercise of option by the holders of Foreign Currency Convertible Bonds.

iii) 96,453,629 Shares were issued during the year,by way of Bonus Shares.

b) Details of shareholders holding more than 5% shares in the Company.

31st March 2015 31st March, 2014

ParticularsNo. of shares

% holding in the class

No. of shares


Equity shares of ` 2/- each fully paid

Shreyas K. Doshi 26,698,600 13.84% 13,349,300 13.84%

Vishal S. Doshi 15,152,018 7.85% 7,491,009 7.77%

Suman K. Doshi 15,104,250 7.83% 7,552,125 7.83%

Shrenuj Investments & Finance Pvt. Ltd. 29,716,002 15.40% 14,815,251 15.36%

HSBC Private Bank (Suisse) SA 10,177,740 5.28% 5,088,870 5.28%

India Max Investment Fund Ltd 12,281,470 6.37% 6,140,735 6.37%

c) be reconciliation of the number of share outstanding is set out below:

Particulars 31 March 2015 31 March 2014

No. of shares No. of shares

Equity shares at the beginning of the year 96,453,629 96,453,629

Add: Bonus Equity Shares issued during the year 96,453,629 -

192,907,258 96,453,629

d) me Company has reserved issuance of 96,45,362 ( P.Y.Nil) equity shares of ` 2/- each for oBering to eligible employees of the company and its subsidiaries under Employee Stock Option.

e) me Company has only one class of shares referred to as Equity Shares having face value of ` 2/- each. Each holder of equity share is entitled to one vote per share.me ?nal Dividend proposed by the Board of Directors is subject to the approval of share holders at the Annual General Meeting and is paid in Indian Rupee.



2. RESERVES AND SURPLUS


(` in million) (` in million)Capital Reserve

Balance as per last ?nancial statements 20.33 20.33

Revaluation Reserve [Refer note 2(a)]Balance as per last ?nancial statements 1,288.64 1,307.23Less: Transferred to the statement of Pro?t and Loss - (18.59)

1,288.64 1,288.64Amalgamation Reserve [Refer note 2(a)]Balance as per last ?nancial statements 542.75 550.03Less: Transferred to the statement of Pro?t and Loss Account - (7.28)

542.75 542.75Securities Premium Reserve

Balance as per last ?nancial statements 2,191.69 2,191.69Less: Amount utilised for Issue of Bonus Shares (192.91) -

1,998.78 2,191.69General Reserve

Balance as per last ?nancial statements 1,168.00 1,132.00Add: Transfer from Pro?t and Loss Account 20.00 36.00

1,188.00 1,168.00

Hedging Reserve [Refer note 2(b)] 18.88 -

Foreign Currency Monetary Item Translation Diderence Account 54.41 16.57

Surplus as per Progt and Loss Account

Balance as per last ?nancial statements 1,538.73 1,291.05Add: Pro?t / (Loss) for the year 205.48 351.39Less: Adjustment relating to Fixed Assets [Refer Note 11(c)] (42.52) -Less: Appropriations

Dividends proposed to be distributed to equity shareholders (Re 0.20 per share) (P.Y Re 0.60 per share, post bonus Re 0.30 per share)

(38.58) (57.87)

Tax on dividend (7.85) (9.84)Transferred to General reserve (20.00) (36.00)

1,635.26 1,538.73GRAND TOTAL 6,747.05 6,766.71Note:

a) me Company had revalued / fair valued its Land and Buildings situated at Mumbai. An amount of ` Nil (` 18.59 million for previous year) and ̀ Nil million (` 7.28 million for previous year) has been withdrawn from Revaluation Reserve and Amalgamation Reserve respectively.

b) me Company has continued to adopt the principles of AS – 30, “Financial Instruments: Recognition & Measurement” in respect of hedge accounting. Accordingly, in respect of derivative ?nancial instruments which are entered into to hedge foreign currency risks of ?rm commitments or highly probable forecast transactions and which are eBective cash Cow hedges, the net notional gain on these instruments outstanding as at 31st March 2015, amounting to ` 18.88 Million (P.Y Nil) is reCected in the Hedging Reserve account.


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31st March, 2015 31st March, 2014(` in million) (` in million)

Non - Current Current Non - Current Current3 LONG TERM BORROWINGS :

Secured LoansFrom BankTerm Loan from Banks [Refer note 3(a)& 3(c)] 1,131.57 71.30 1,153.08 51.07

From OthersTerm Loan from a company [Refer note 3(b)] - - - 0.86

Unsecured LoansFrom Directors 358.69 - 241.17 -Inter Corporate Deposits 921.03 - 770.20 -(from Companies under same management)Loans & Advances from Share Holders 72.46 - 33.50 -

2,483.75 71.30 2,197.95 51.93Note:

a) Term Loan from Banks includes:(i) ` 1,200.25 million (P.Y. 1,198.40 million ) secured by way of ?rst charge on immovable property of one of the

director, situated at NCPA Nariman point , Mumbai and residual charge over the current assets of the Company. me loan is collaterally secured by pledge of Company’s shares held by the promoters and these are further guaranteed by some of the directors in their personal capacity. It carries interest @ Libor + 4.80% and is repayable over a period of 5 year

(ii) ` 2.62 million (P.Y. ` 5.75 million) is secured by hypothecation of speci?c vehicles.b) Term loan from a company was secured by hypothecation of a speci?c vehicles.c) Maturity of Term loan from bank is as under

Repayment for the year 2015-16 2016-17 2017-18 2018-19 2019-20

RepaymentAmount (` In million) 71.30 132.05 281.12 437.29 281.11

d) Unsecured loans from Directors , Companies and Shareholders are payable over a period of 7 to 10 years Loan from Chairman & Managing Director and Executive Director carry interest of 8% , Inter Corporate Deposits (except for ` 250 million) carry interest ranging from 8% to 15.25% and Loans from Non-Executive Director, Shareholders and Inter Corporate Deposit of ` 250 million are interest free.

4 DEFERRED TAX LIABILITIES (NET) 31st March, 2015 31st March, 2014Liability (` in million) (` in million)

Related To Fixed Assets 84.82 114.53 84.82 114.53

Assets

Disallowance under the Income Tax Act,1961 20.63 17.60Amalgamation expenses - 0.07

64.19 96.86


5 OTHER LONG TERM LIABILITIES

Others- Security Deposit 0.86 2.390.86 2.39




6 LONG TERM PROVISIONSProvision for employee bene?ts 75.36 68.60

75.36 68.607 SHORT TERM BORROWINGS :

Secured LoansFrom BanksWorking Capital Loan from Banks [Refer note (7a)] 13,258.32 13,123.60Short term loan from banks [Refer note (7b)] 14.80 13.13

13,273.12 13,136.73Unsecured Loans

From Related PartiesShareholders 1.50 1.70

1.50 1.70From OthersFixed Deposits - 17.00

- 17.00 13,274.62 13,155.43

Note:a) Working Capital loans from banks are secured as under:

(i) Primarily by hypothecation of stock in trade and book debts.(ii) Collaterally by machinery, okce equipment and furnitures & ?xtures present and future, and mortgage of premises

situated at Mumbai.(iii) Further collaterally by pledge of ?xed deposits and guarantee by some of the Directors in their Personal capacity.

b) Short term loan from banks are secured against Company’s Fixed Deposits.


8 TRADE PAYABLES

Trade Payables (Refer note 8a) 10,285.53 13,691.51 10,285.53 13,691.51

Note:

a) On the basis of information and records available with the Company, there are no outstanding dues as at 31st March 2015 to the Micro, Small and Medium Enterprises as de?ned in the Micro, Small and Medium Enterprises Development Act, 2006.

b) Amount of Trade Payables are subject to con?rmation and reconciliation and for the year ended 31st March, 2015 is net of ` 4,801 million recoverable from the same parties to whom goods have been sold.


9 OTHER CURRENT LIABILITIES

Current maturities of long term debt (Secured):Term Loan from Banks [Refer note 3(a)] 71.30 51.07

Term Loan from a company [Refer note 3(b)] - 0.86Duties & Taxes payable 69.09 56.90Unclaimed Dividend* 3.03 2.91Interest accrued but not due 18.00 15.60Interest accrued and due 70.54 103.35Temporary Overdrav 65.26 12.10Creditors for capital expenditure 7.64 10.09Other Payables # 894.36 344.65

1,199.22 597.53

* mere are no amounts due and outstanding to be credited to Investor Education and Protection Fund.# Other Payables includes creditors for Revenue expenditure , Advance from Customer, Statutory liabilities etc.


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10 SHORT TERM PROVISIONS

Taxation 98.00 137.50Provision for employee bene?ts 10.36 6.61Proposed dividend 38.58 57.87Tax on proposed dividend 7.85 9.84

154.79 211.82

11 FIXED ASSET (` in million)Sr. No

Particulars Gross Block Depreciation/ Amortisation Net Block

As at 01.04.2014

Additions Deductions As at 31.03.2015

As at 01.04.2014

For the year

Deductions As at 31.03.2015

As at 31.03.2015

As at 31.03.2014

I Tangible Assets

Own Assets

Freehold Land 675.46 - - 675.46 - - - - 675.46 675.46

Leasehold Land 72.03 - - 72.03 2.19 - 2.19 69.84 69.84

Building* 1,417.28 - - 1,417.28 187.33 38.76 - 226.09 1,191.19 1,229.95

Leasehold improvements 3.56 - - 3.56 3.39 - - 3.39 0.17 0.17

Plant and Equipment 367.40 12.57 19.79 360.18 127.44 29.94 5.61 151.77 208.41 239.96

Electrical Installations 92.47 0.07 - 92.54 35.11 22.02 - 57.13 35.40 57.36

Okce Equipment 183.66 4.58 0.37 187.88 96.31 64.61 0.22 160.70 27.18 87.35

Furnitures & Fixtures 213.81 0.41 0.22 214.00 105.76 30.95 0.22 136.49 77.51 108.05

Vehicles 45.44 2.69 5.53 42.59 20.10 6.02 3.95 22.17 20.43 25.34

Yacht 4.44 - - 4.44 2.24 0.34 - 2.58 1.86 2.20

TOTAL ( A ) 3,075.55 20.32 25.91 3,069.96 579.87 192.64 10.00 762.51 2,307.45 2,495.68

II Intangible Assets

Computer Sovware 53.95 1.52 - 55.47 44.53 4.86 - 49.39 6.08 9.42

Trademarks 6.49 - - 6.49 6.17 - - 6.17 0.32 0.32

Technical Knowhow 8.11 - - 8.11 7.98 0.13 - 8.11 - 0.13

TOTAL ( B ) 68.55 1.52 - 70.07 58.68 4.99 - 63.67 6.40 9.87

III Capital Work-in-progress

Building Under Construction - - - - - - - 13.04 2.57

TOTAL ( C ) - - - - - - - - 13.04 2.57

Total [ A + B + C ] (Current Year) 3,144.10 21.84 25.91 3,140.03 638.55 197.63 10.00 826.18 2,326.89 2,508.12

(Previous Year) 3,080.03 80.66 16.59 3,144.10 554.30 92.59 8.33 638.55 2,508.12

Note:

a) Building includes ` 9.98 million being the cost of shares in Co-operative Housing Society/Company.

b) Gross Block & CWIP includes ` 1,351.11 million added on revaluation of Land, Building and Okce Premises as at 1st April, 2010 based on reports issued by independent valuer. Refer note 2(a).

c) Pursuant to the enactment of Companies Act, 2013 the Company has applied the estimated useful of life as speci?ed in Schedule II to the Companies Act, 2013. Accordingly the unamortisd carrying value is being depreciated/amortised over the revised/remaining useful life of assets. me written down value of Fixed Assets whose life has expired as at 1st April 2014 have been adjusted (net of tax) in the opening balance of Pro?t and Loss account amounting to Rs 42.52 million.




12 NON-CURRENT INVESTMENTS

Trade Investments

In Wholly Owned Subsidiary Companies - Unquoted

5,000 (5,000)Equity Shares of Shrenuj Overseas Ltd. of `100/- each fully paid up 0.50 0.50

50,000 (50,000) Equity Shares of Shrenuj Lifestyle Ltd. of ` 10/- each fully paid up 0.50 0.50100 (100) Equity Shares of US $ 0.01 each of Astral USA Inc. fully paid up and additional paid-in capital

179.68 179.68

3,837,708 (3,837,708) Equity Shares of Shrenuj Mauritius Pvt. Ltd. of MRS 100 each fully paid up

542.40 542.40

11,210 (11,210) Equity Shares of Shrenuj DMCC of AED 1000 each fully paid up 136.24 136.24200 (200) Equity Shares of Shrenuj Japan Corporation of YEN 10000 each fully paid up 4.76 4.76100 (100) Equity Shares of Astral Holdings, Inc. of US $ 1 each fully paid up & additional paid-in capital

250.40 250.40

In Subsidiary Companies - Unquoted

3,750,000 (3,750,000) Equity Shares of Daily Jewellery Ltd. of HK$ 1.00 each fully paid up

17.01 17.01

In Associate companies - Unquoted

2,810,000 (2,810,000) Equity Shares of Kiara Jewellery Pvt. Ltd. of ` 10/- each fully paid up 28.10 28.10

350,000 (350,000) Equity Shares of Arisia Jewellery Pvt. Ltd. of `10/- each fully paid up 3.50 3.50 1,163.09 1,163.09

Aggregate of Unquoted Investments - At Book Value 1,163.09 1,163.09



13 LONG TERM LOANS AND ADVANCES

Unsecured and considered good

Capital Advances 2.69 2.59

Security Deposits 9.29 11.17

Loans & Advances to Related Parties [Refer note 13(a)] 1,760.37 1,692.21

Other Loans & Advances* 2.68 2.36

1,775.03 1,708.33

*Include ` 0.89 million Deposits with Government Authorities

a) Loans and Advances to Wholly Owned Subsidiary Companies:

1) Shrenuj Japan Corporation 11.69 11.21

2) Astral USA Inc 3.89 3.73

3) Astral Holding Inc 476.53 457.08

4) Shrenuj Lifestyle Limited 31.36 33.78

5) Shrenuj (Mauritius) Pvt Limited 924.55 886.81

6) Shrenuj DMCC 312.35 299.60

b) Loans and Advances shown above, fall under the category of Long Term Loans and Advances repayable over a period of 5 to 7 years

c) Loans and Advances from parties (1) to (4) above are interest free. Loan to Shrenuj Mauritius Pvt. Ltd. to the extent of ` 299.88 million and Loan to Shrenuj DMCC is interest bearing.


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d) Investment by the Loanee in subsidiary companies 2014-15

No. of Shares outstanding

Investment by Shrenuj Mauritius (Pvt.) Ltd. in subsidiaries

Shrenuj NV 37,675

Shrenuj Far East Ltd. 773,31,000

Shrenuj Jewellery Far East Ltd. 936,000

Shrenuj Botswana (Propreitary) Ltd. 41,88,673

Shrenuj South Africa (Proprietary) Ltd. 1,000

Shrenuj GMBH 250

Lume Group 11,000

Daily Jewellery 50,00,000

Investment by Astral Holding Inc. in subsidiaries

Simon Golub & Sons 10,686

Investment by Astral USA in Subsidiaries

Shrenuj USA LLC 1,035,000

Bernies International LLC 60,000

Astral jewels LLC 230,000


14 CURRENT INVESTMENTS

Other Investments- Unquoted

2,500 (2,500) Equity Shares of Saraswat Co-Operative Bank Ltd. of `10/- each fully paid up 0.03 0.03

0.03 0.03

15 INVENTORIES

(As valued, veri?ed and certi?ed by the Management)Raw materials 3,756.02 3,913.66Stock in Trade 246.24 673.87Finished goods 12,094.98 11,832.42Stores, Spares etc. 10.07 9.41

16,107.31 16,429.3616 TRADE RECEIVABLES

Unsecured

Outstanding for over six monthsConsidered Good 1,894.55 2,345.71Considered Doubtful 8.48 8.48

1,903.03 2,354.19Less : Provision for doubtful debts 8.48 8.48

1,894.55 2,345.71Other Debtors

Considered Good 10,272.20 11,651.41 12,166.75 13,997.12

Note:

a) Includes Debts due from Director ` 35.04 Million and ` 249.41 Million from a Private Company in which directors are interested

b) Trade Receivable is subject to con?rmation and reconciliation and for the year ended 31st March, 2015 is net of ` 4,801 million being amount payable to the same parties from whom goods were purchased.





17 CASH AND BANK BALANCES

Cash on hand 1.38 0.97

Balance with Scheduled Banks

Current Accounts * 48.34 107.30

Fixed Deposits ** 104.80 90.66

Bank Deposits with more than 12 months maturity 1.13 0.86

Margin Deposit Accounts 316.97 400.74

472.62 600.53

(* Includes unclaimed dividend ` 3.03 million (P.Y ` 2.91 million)

(** Includes ` 50.75 million (P.Y ` 43.91 million) pledged with Banks as Security)

18 SHORT TERM LOANS AND ADVANCES

Unsecured Advances

Advance Tax (net of provisions) 167.74 134.33

Sales Tax/ Service Tax Refundable 80.22 75.05

Prepaid Expenses 58.67 5.16

Advance to Suppliers 227.28 340.65

Others* 125.56 19.94

659.47 575.13

* Includes primarily Interest on loans, Loans & Advance to employees, receivable on cancellation of Forward Exchange Contracts etc.



19 REVENUE FROM OPERATIONS

Sale of Products (Refer Note No.31) 27,109.15 25,255.88

Income from Service charges ( Net) 9.68 9.94

27,118.83 25,265.82

(a) Details of Product Sold

Finished goods sold

Diamond Division 18,734.68 10,810.52

Jewellery Division 4,273.14 5,138.76

Traded goods sold



20 OTHER INCOME

Interest from others - 0.51

Dividend Income on Current Investments 0.01 -

Pro?t on sale of Asset 0.07 -

Other non operating income 2.92 10.31

3.00 10.82


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21 COST OF RAW MATERIALS CONSUMED

Raw Material Stock at commencement 3,913.66 4,608.09

Add: Purchases 21,964.48 16,348.98

25,878.14 20,957.07

Less: Sale of raw materials 649.68 336.57

Stock at close 3,756.02 3,913.66

4,405.70 4,250.23

21,472.44 16,706.84

(a) Details of RM Consumed



(b) Value of imported and indigenous Consumption:

2014-2015 2013-2014

% (` in Million) % (` in Million)

Raw Materials:

Directly Imported 44.89 9,638.16 64.93 10,847.10

Indigenously obtained 55.11 11,834.28 35.07 5,859.74

100.00 21,472.44 100.00 16,706.84



22 PURCHASE OF FINISHED GOODS 2,624.18 9,050.94

(a) Details of Purchases

Diamond 2,410.19 8,282.94

Jewellery 213.99 768.00

(b) Value of Imports on C.I.F Basis:

Raw Materials / Purchases 12,218.65 18,400.44

Capital Goods 5.41 27.33

Stores and Spare parts 7.70 8.84

23 VARIATION IN STOCK OF FINISHED GOODS

Stock at commencement of ?nished goods / stock-in-trade 12,506.29 9,154.81

Less: Stock at close 12,341.22 12,506.29

165.07 (3,351.48)

24 EMPLOYEE BENEFIT EXPENSES

Salaries, Wages, Allowances & Other Bene?ts 299.00 294.65

Directors Remuneration (Refer Note No.38) 32.62 45.95

Contribution to PF & Other Funds 44.64 44.41

StaB Welfare expenses 25.85 23.59

402.11 408.60



(a) me Disclosure of employee bene?t as de?ned in the accounting standard are given below:Degned Contribution Plan:

me Company makes Provident Fund and Superannuation Fund contributions as de?ned contributions retirement bene?t plans for qualifying employees. me Company’s provident fund is under the management of the statutory authorities. me Company has recognised ` 23.53 million (` 22.06 million) for Provident Fund and `1.06 million (` 1.18 million ) for Superannuation contributions in Pro?t and Loss account. me Contributions payable to this plans by the Company are at rates speci?ed in the rules of the scheme.Degned Benegt Plan:

me employees Gratuity Fund scheme managed by a trust is a funded de?ned bene?t plan. me present value of obligation is determined based on the actuarial valuation using Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee bene?t entitlement and measures each unit separately to build up the ?nal obligation.

Gratuity (Funded) Leave Encashment (Funded)

2014-2015 2013-2014 2012-2013 2014-2015 2013-2014 2012-2013

a. Reconciliation of opening and closing balances of Degned Benegt Obligation:

Liability at the beginning of the year 44.83 25.62 21.22 30.18 31.65 23.43Current service cost 5.68 4.28 1.70 5.77 4.61 1.72Interest cost 4.08 2.05 2.34 2.74 2.61 2.05Acturial (Gain) / Loss 7.15 17.66 2.10 1.15 (4.08) 11.31Bene?t paid (5.64) (4.78) (1.74) (9.31) (4.61) (6.86)Liability at the end of the year 56.10 44.83 25.62 30.53 30.18 31.65

b. Reconciliation of opening and closing balances of Fair Value of Planned Assets:

Fair Value of planned assets at the beginning of the year 13.38 15.29 10.33 3.70 3.40 3.12Expected return on planned asset 1.00 1.29 1.34 0.03 0.29 0.26Employers’ contribution 2.71 1.88 5.36 9.31 4.61 -Acturial gain / (loss) 0.04 (0.30) - - 0.01 0.02Bene?t paid (5.64) (4.78) (1.74) (9.31) (4.61) -Fair Value of planned assets at the end of the year 11.49 13.38 15.29 4.03 3.70 3.40Actual return on planned assets 1.00 1.00 1.34 0.30 0.29 0.26

c. Amount recognised in the Balance Sheet

Liability at the end of the year 56.10 44.83 25.62 30.53 30.18 31.65Fair Value of planned assets at the end of the year 11.49 13.38 15.29 4.03 3.70 3.40Amount recognised in the Balance Sheet 44.61 31.45 10.33 26.50 26.48 28.25

d. Expenses recognised in the Progt & Loss account:

Current service cost 5.68 4.28 2.34 5.77 4.61 1.72Interest cost 4.08 2.05 1.70 2.74 2.61 2.05Expected return on planned asset (1.00) (1.29) (1.34) (0.32) (0.29) (0.26)Acturial (Gain) / Loss 7.11 17.96 2.10 1.14 (4.09) 11.30Net expense recognised in Pro?t & Loss account 15.87 23.00 4.80 9.33 2.84 14.79

e. Investment details:

% invested

% invested

% invested

% invested

% invested

% invested

Insurance Policies 100.00 100.00 100.00 100.00 100.00 100.00f. Acturial assumptions:

Mortality Table IALM(06-08)

IALM(06-08)

LIC1994-96

IALM(06-08)

IALM(06-08)

IALM(94-96)

Discount rate per annum 7.80 9.10 8.00 7.80 9.10 8.25Expected rate of return on planned assets 8.70 8.70 8.00 8.70 8.70 8.25Salary escalation (per annum) 7.00 7.00 8.00 7.00 7.00 8.00me above information is certi?ed by an Actuary. me estimates of rate of escalation in salary considered in Acturial valuation are based on the sector speci?c industry standards.


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25 FINANCE COST

Interest Expense

On Term loan 63.66 65.00

To Banks 816.76 693.43

To Others 193.86 191.32

1,074.28 949.75

Other Borrowing Cost 35.05 57.79

1,109.33 1,007.54

Less : Interest received from Banks [Refer note 25(a)] 41.67 24.56

Less : Interest received from Others 34.03 28.95

1,033.63 954.03

Note:

a) Tax Deducted at Source on Interest received 1.92 1.13

26 DEPRECIATION AND AMORTISATION EXPENSES

Depreciation of tangible assets 127.47 85.44

Amortisation of intangible assets 4.99 7.15

132.46 92.59

Less: Transfer from Revaluation Reserve - 18.59

Less: Transfer from Amalgamation Reserve - 7.28

132.46 66.72



27 OTHER EXPENSES:

Manufacturing Expenses:

Stores and spares consumed 30.63 34.46

Power and fuel 38.70 36.63

Subcontracting charges / Processing expenses 343.27 392.02

Rent 4.37 4.92

Rates and taxes 6.01 7.81

Machinery repairs 0.78 3.85

Other manufacturing expenses 17.14 25.05

440.90 504.74

Selling and Distribution Expenses

Freight and forwarding charges 25.31 31.28

Sales promotion Expenses 19.36 13.31

Advertisement Expenses 1.56 2.75

Brokerage & Commission 39.07 20.47

Other Selling and Distribution expenses 121.65 88.32

206.95 156.13

Miscellaneous Expenses

Insurance 10.29 25.81

Other repairs 19.12 25.59





Legal and professional charges 20.37 23.24

Sundry expenses 144.43 72.79

Remuneration to Auditors [Refer note 27(d)] 2.16 1.83

Donations (Refer Note No.32) 3.50 1.63

Bank Charges 121.15 127.51

Bad Debts 1.83 -

Loss on sale / discarded of Assets 6.73 8.61

329.58 287.01

977.43 947.88

(a) Value of Imported and Indigenous Consumption:

2014-2015 2013-2014

% (` in million) % (` in Million)

Stores and Spares parts:

Directly Imported 23.47 7.19 22.46 7.74

Indigenously obtained 76.53 23.44 77.54 26.72

100.00 30.63 100.00 34.46


(b) Expenditure in Foreign Currency (` in million) (` in million)

Foreign Travelling 5.25 5.00

Marketing Expenses 50.91 24.85

Export Commission 29.66 17.74

Legal & Professional Charges 2.17 3.11

Interest 183.77 102.02

Others 17.24 25.41

(c) Earning in Foreign Currency

Interest on Loan 34.02 28.95

Other Income 0.33 6.84

(d) Remuneration to Auditors

As auditor:

- Audit Fees 1.07 0.90

- Tax Audit Fees 0.34 0.24

In other capacity:

- Taxation Matters 0.30 0.40

- Certi?cation Fees 0.45 0.29

2.16 1.83

Cost Audit fees 0.10 0.03

28 EARNINGS PER SHARE

i) Pro?t aver Tax available for Equity shareholders 205.48 351.39

ii) Weighted average number of equity shares

For Basic 192,907,258 192,907,258*

For Diluted 192,907,258 192,907,258*


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iii) Earnings Per Share of ` 2 each

Basic 1.07 1.82

Diluted 1.07 1.82

*Adjusted for Bonus Shares issued during the year

29 REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND:

i) Year to which dividend relates 2013-2014 2012-2013

ii) Number of non-resident shareholders whom remittance was made 30 32

iii) Number of Equity Shares on which remittance was made 3,367,030 1,709,535

of ` 2 each of ` 2 each

iv) Net amount remitted (` in million) 1.02 1.03

30. DERIVATIVE INSTRUMENTS me Company, in accordance with its risk management policies and procedures, enters into derivative instruments (option

contracts & forward contracts) to manage its exposure to foreign exchange rates. me counter party is generally a bank. me Company has following outstanding derivative instruments designated as cash Cow hedge as on 31st March, 2015

Year Number of Contracts

Notional amount of Forward Contracts

Fair Value Gain / (Loss)

Maturity period

Current Year Nil ` 573.47 Million ` 18.88 Million 2-3 years

Previous Year Nil Nil Nil -

In addition to the above, the Company has outstanding derivative instruments aggregating to ` 684.98 Million (` 1,235.85 Million) whose fair value showed a net loss of ` 4.08 Million (P.Y. loss of ` 66.38 Million) and which is accounted for in the Pro?t and Loss Account.

As of Balance Sheet date, the Company has Net foreign currency exposures that are not hedged by a derivative instrument or otherwise, amounting to ` 5,634.96 Million (P.Y. ` 3,828.72 Million)

31. a) Sale of Product for the year is Net oB Exchange loss of ` 275.33 Million (Previous year gain of ` 75.12 Million)

b) F.O.B value of Exports is ` 15,659.47 Million (Previous year ` 19,909.64 Million)

32 Expenditure on Corporate Social Responsibility under section 135 of Companies Act, 2013

As per the provisions of Section 135 of Companies Act, 2013 read with Rules, Company was required to spend a sum of ` 9.15 million on Corporate Social Responsibility, however against the same Company has donated a sum of ` 3.0 Million to a trust where in Directors/Promoters are the Trustees.

33 Previous year’s ?gures have been reclassi?ed / regrouped wherever necessary.

34 SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2015

35

As per Accounting Standard 21 on Consolidated Financial Statements and Accounting Standard 23 on Accounting for Investment in Associates in consolidated ?nancial statements issued by Institute of Chartered Accountants of India, the Company has presented consolidated ?nancial Statement, including subsidiaries and associates. Accordingly segment information as required under Accounting Standard 17 on Segment reporting is included under the Notes to Consolidated ?nancial statements.

In the Opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business and that the provision for all known Liabilities and Depreaciation is adequate and is neither excess nor short of the amount reasonably necessary.





36 a) Exchange Fluctuations on monetary items (Net) Credited/(Debited) to Pro?t and Loss Account

(362.94) (1,016.94)

b) Income/(Expenses) relating to previous year credited/debited to respective account

- (3.04)

37 Contingent Liabilities and Capital commitments not provided for in respect of:

a) Guarantees given by the Company on behalf of Subsidiaries and Associates

In respect of Advances granted by Banks 17,633.01 16,523.76

b) Disputed Income Tax Liabilities not provided for 221.95 185.31

c)d)

Disputed Sales Tax Liabilities not provided for - 0.38

Bank Guarantee executed in favor of mird Party 5.10 5.10

e) Bond executed for import of Capital goods 30.72 24.79

f) Letter of Credit against import/local purchase of goods 1,192.19 1,361.98

g) Letter of Credit discounted - 28.95

38 RELATED PARTY TRANSACTIONS:

As per the Directors1) Parties where control exists:

1 Shrenuj Lifestyle Limited Wholly owned subsidiary2 Shrenuj Overseas Ltd Wholly owned subsidiary3 Shrenuj DMCC Wholly owned subsidiary4 Shrenuj Japan Corporation Wholly owned subsidiary5 Shrenuj (Mauritius) Pvt. Ltd. Wholly owned subsidiary6 Shrenuj Jewellery (Far East) Ltd. Wholly owned subsidiary7 Shrenuj Botswana (Pty.) Ltd Wholly owned subsidiary8 Shrenuj South Africa (Pty) Ltd. Wholly owned subsidiary9 Shrenuj N.V. Wholly owned subsidiary10 Shrenuj GmbH Wholly owned subsidiary11 Lume Group AG Wholly owned subsidiary12 Astral USA, INC. Wholly owned subsidiary13 Shrenuj USA, LLC Wholly owned subsidiary14 Astral Jewels LLC Wholly owned subsidiary15 Astral Holding INC Wholly owned subsidiary16 Global Marine Diamonds Company Wholly owned subsidiary17 Simon Golub & Sons INC Wholly owned subsidiary18 Daily Jewellery Ltd. Hong Kong Wholly owned subsidiary19 Shrenuj (Far East) Ltd. Wholly owned subsidiary20 Shrenuj Shanghai Diamonds Pvt. Ltd. Wholly owned subsidiary21 Bernies International, LLC Subsidiary22 Ithemba Diamonds (Pty) Ltd Subsidiary23 Uxolo Diamond Cutting Works (Pty) Limited Subsidiary


89www.shrenuj.com

2) Associates :

1 Kiara Jewellery Pvt. Ltd.2 Arisia Jewellery Pvt. Ltd.3 Jomard SAS4 SWA Trading Ltd.5 Copem & Shrenuj6 Trapz, LLC7 SHL Gems & Jewellery Ltd.8 K. K. Doshi & Co.9 Shrenuj Investments & Finance Pvt. Ltd.10 Prest Impex Pvt Ltd.

3) Key Management Personnel and their relatives:

1 Mr. Shreyas K. Doshi Chairman and Managing Director

2 Mr. Nihar N. Parikh Executive Director

3 Mr. Vishal S. Doshi Group Executive Director

4 Mrs. Geeta S. Doshi Non-Executive Director (w.e.f 12.09.2014)

5 Mr. Kirtilal K. Doshi Relative

6 Mrs. Suman K. Doshi Relative

7 Mrs. Anjali P. Mehta Relative

me Following transactions were carried out with the related parties in the ordinary course of business:

(i) Details relating to parties referred to in items 1 and 2 above:

Wholly owned subsidiary Associates

2014-15 2013-14 2014-15 2013-14

(` in million) (`in Million) (` in million) (`in Million)

1) Interest received 34.02 32.55 - -

2) Other Services Received 4.67 31.73 - 6.04

3) Other Services Rendered 21.87 5.35 - 1.59

4) Purchase of Raw Materials / Finished goods 4,560.55 10,451.51 - 254.17

5) Interest Paid - - 58.74 96.58

6) Sale of Raw Materials / Finished goods 6,968.96 10,591.90 - 69.46

7) Purchase of Fixed Assets - 0.65 - -

8) Sale of Fixed Assets 2.37 0.50 - -

9) Guarantees outstanding 17,445.60 16,344.01 187.41 179.76

10) Outstanding Receivable 3,740.29 6,912.67 - 8.99

11) Goods sent on consignment 140.41 430.77 - -

12) Outstanding Payable 1,152.78 6,814.17 - 15.18

Disclosure in respect of above.

1 Interest Received includes Received from Shrenuj DMCC `17.36 Mn.(`16.81 Mn.), Shrenuj Mauritius Pvt. Ltd. `16.66 Mn.(`15.74 Mn.).

2 Other Services Received includes Received from Shrenuj Botswana Pty Ltd. `1.89 Mn.(`20.06), Shrenuj Far East Ltd. (Intergems H.K. Ltd.) `0.50 Mn. (` 1.38 Mn.), Simon Golub & Sons `0.52 Mn.(`1.33 Mn.), Shrenuj USA,LLC `1.76 Mn. (`0.98 Mn.),Uxolo Diamond Cutting Works Pvt. Ltd. `Nil. (`5.15 Mn), Kiara Jewellery Pvt. Ltd. `Nil (`6.04 Mn).

3 Other Services Rendered includes paid to Simon Golub & Sons `21.87 Mn. (`0.17 Mn.), Shrenuj Far East Ltd. (Intergems H.K. Ltd.) ` Nil ( `0.15 Mn.), Shrenuj GMBH `Nil (`0.60 Mn.),Shrenuj Botswana Pty. Ltd. `Nil (`4.39 Mn.), Kiara Jewellery Pvt. Ltd. ` Nil (` 0.39 Mn.), Prest Impex Pvt. Ltd. ` Nil (`1.20 Mn.).



4 Purchases includes Purchase from Shrenuj N.V. ̀ 1617.38 Mn.(`3251.76 Mn),Shrenuj DMCC ̀ 2000.07 Mn. (`3339.91 Mn.), Shrenuj Botswana Pty Ltd. ̀ 226.51 Mn. (`2211.25 Mn), Kiara Jewellery Pvt Ltd. ̀ Nil (`22.42 Mn.), K.K. Doshi & Co. `Nil (`231.75 Mn.) Shrenuj Jewellery (Far East) Limited ` 301.53 Mn (` Nil)

5 Interest Paid includes Paid to Shrenuj Investment & Finance Pvt. Ltd. `39.82 Mn.(`77.69 Mn.),Prest Impex Pvt. Ltd. `18.92 Mn.(`18.89 Mn.)

6 Sales includes Sale to Shrenuj USA,LLC ` 838.97 Mn.(` 1151.55 Mn),Shrenuj DMCC `2818.09 Mn.(`3764.46 Mn.), Shrenuj N.V. `1239.50 Mn. (` 3441.53 Mn.) ,Shrenuj Far East Ltd (Intergems H.K. Ltd) `621.47 Mn. (`992.91 Mn.), Shrenuj Jewellery (Far East) Ltd. ` 814.76 Mn (` 586.04 Mn.), Kiara Jewellery Pvt Ltd `Nil (`69.46 Mn.).

7 Purchase of Fixed Assets includes Purchase from Simon Golub & Sons `Nil (`0.65 Mn.).

8 Sale of Fixed Assets includes Sale to Shrenuj Botswana Pty Ltd `1.15 Mn. (` 0.50 Mn.), Uxolo Diamond Cutting Works (Pty) Limited `1.22 Mn. (`Nil).

9 Guarantee includes Shrenuj N.V ̀ 5734.75 Mn (` 5500.66 Mn), Shrenuj DMCC ̀ 4860.17 Mn.(`4272.30 Mn.), Shrenuj Far East Ltd (Intergems H K Ltd) `1724.17 Mn. (` 1653.79 Mn.), Kiara Jewellery Pvt Ltd `187.41 Mn. (`179.76 Mn.), Simon Golub & Sons `1730.42 Mn. (`1659.78 Mn.)

10 Outstanding Receivable includes receivable from Shrenuj USA LLC `735.79 Mn. (`865.93 Mn),Shrenuj NV `202.85 Mn.(`1781.51 Mn.), Shrenuj DMCC `1169.08 Mn.(`2507.13 Mn.), Shrenuj Far East Limited `1134.40 Mn. (`432.87 Mn.), SWA Trading Co Ltd. `Nil (` 3.35 Mn), Kiara Jewellery Pvt Ltd `Nil (` 5.64 Mn.).

11 Goods sent on Consignment includes Shrenuj N.V. `20.29 Mn. (`50.63 Mn.),Shrenuj DMCC `109.90 Mn. (` 110.92 Mn.), Shrenuj Far East Ltd. (Intergems H K Ltd) `10.22 Mn. (`76.99 Mn.),Shrenuj Lifestyle Ltd `Nil (`188.41 Mn.).

12 Outstanding Payable includes payable to Shrenuj N.V. `950.43 Mn. (` 1985.83 Mn.),Shrenuj DMCC `77.24 Mn. (`2017.48 Mn), Shrenuj Botswana Pty Ltd ̀ 77.59 Mn. (`1544.91 Mn.), Kiara Jewellery Pvt Ltd ̀ Nil (`8.51 Mn.), SWA Trading Ltd `Nil (`3.35 Mn.), SHL Gems & Jewellery Limited `Nil (`1.33 Mn.).

` in Million

13 Inter Corporate Deposits given Outstanding Outstanding

Balance Balance

As at 31st March, 2015


Shrenuj Japan Corporation 11.69 11.21

(11.21) (10.15)

Astral USA Inc 3.89 3.73

(3.73) (3.38)

Astral Holding Inc 476.53 457.08

(457.08) (414.21)

Shrenuj Lifestyle Limited 31.36 33.77

(33.77) (110.23)

Shrenuj (Mauritius) Pvt. Ltd. 924.55 886.81

(886.81) (803.64)

Shrenuj DMCC 312.35 299.60

(299.60) (271.50)


91www.shrenuj.com

` in Million

14 i) Unsecured Loans received Outstanding Outstanding

Balance Balance



Shrenuj Inv. & Finance Pvt. Ltd. 688.53 539.20

(539.20) (522.50)

Kirtilal K. Doshi 22.50 18.10

(18.10) (4.40)

Vishal S. Doshi 148.15 101.85

(101.85) (97.45)

Anuj K. Doshi 0.70 0.70

(0.70) (0.70)

Suman K. Doshi 22.00 15.40

(15.40) (10.90)

Shreyas K. Doshi 210.54 139.32

(139.32) (155.37)

Geeta S Doshi 27.96 1.00

(1.00) (1.00)

Prest Impex Pvt Ltd 232.50 231.00

(231.00) (230.30)

Shreyas K. Doshi H.U.F 0.80 -

(-) (-)

(ii) Details relating to persons referred to in item 3 above (` In Million)

2014-15 2013-14

1 Remuneration to Directors 32.62 45.95

(Details in Corporate governance report)

2 Interest payable to Director 21.19 19.52

3 Interest paid to relative (Mrs. Anjali P. Mehta) 0.16 0.16

4 Rent paid to Nihar N. Parikh 0.40 1.20

5 Sitting Fees paid to Non-Executive Director (Mrs.Geeta S. Doshi) 0.01 -



S. S. bakur



Directors




INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS of SHRENUJ & COMPANY LIMITEDReport on the Consolidated Financial Statements

We have audited the accompanying consolidated ?nancial statements of SHRENUJ & COMPANY LIMITED (“the Company”) and its subsidiaries (collectively referred to as “the Group”) which comprise the Consolidated Balance Sheet as at 31st March, 2015, the Consolidated Statement of Pro?t and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the signi?cant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

me Holding Company’s Board of Directors is responsible for the preparation of these consolidated ?nancial statements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of the consolidated ?nancial position, consolidated ?nancial performance and consolidated cash Cows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards speci?ed under section 133 of the Act, read with rule 7 of the Companies (Accounts) Rules, 2014. me respective Board of Directors of the Company and its subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of the appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal ?nancial controls, that were operating eBectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated ?nancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of these consolidated ?nancial statements by the Board of Directors of the Company.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated ?nancial statements based on our audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing speci?ed under Section 143(10) of the Act. mose standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated ?nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated ?nancial statements. me procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated ?nancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal ?nancial control relevant to the Company’s preparation and presentation of the consolidated ?nancial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal ?nancial controls system over ?nancial reporting and the operating eBectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the consolidated ?nancial statements.

We believe that the audit evidence we have obtained is sukcient and appropriate to provide a basis for our audit opinion on the consolidated ?nancial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of other auditors, on the ?nancial statements / consolidated ?nancial statements of the subsidiaries and associates noted below, the aforesaid consolidated ?nancial 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, of the consolidated state of aBairs of the Group as at 31st March, 2015, and the consolidated pro?t and its consolidated cash Cows for the year ended on that date.

OTHER MATTERS

We did not audit the ?nancial statements / consolidated ?nancial statements of certain subsidiaries, whose ?nancial statements/ consolidated ?nancial statements reCect total assets of ` 44,109.39 million as at March 31,2015 or December 31, 2014, as the case may be, total revenues of ` 47,175.50 million and net cash Cows of ` 678.78 million for the year then ended on those dates and ?nancial statements of certain associates in which the share of pro?t of the Group is ` 19.43 million. mese ?nancial statements / consolidated ?nancial statements have been audited by other auditors whose reports have been furnished to us by

93www.shrenuj.com

the Management and our opinion on the consolidated ?nancial statements, in so far as it relates to the amounts and disclosures in respect of these subsidiaries, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries is based solely on the reports of the other auditors.

We have relied on the unaudited ?nancial statements / consolidated ?nancial statements of certain subsidiaries whose ?nancial statements / consolidated ?nancial statements reCect total assets of ` 4,317.16 million as at March 31,2015 or December 31, 2014, as the case may be, total revenue of ` 2.61 million and cash Cows amounting to ` 0.01 million for the year then ended on those dates and on the unaudited ?nancial statements of an associate wherein the Group’s share of pro?t is Rs. Nil. mese unaudited ?nancial statements / consolidated ?nancial statements as approved by the respective Board of Directors of these companies have been furnished to us by the Management and our report in so far as it relates to the amounts included in respect of these subsidiaries and associates is based solely on such approved unaudited ?nancial statements / consolidated ?nancial statements.

Our opinion on the Consolidated ?nancial statements is not quali?ed in respect of other matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2015 (the Order) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the Annexure a statement on the matters speci?ed in paragraphs 3 and4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the consolidated ?nancial statements.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and the report of the other auditors.

c) me Consolidated Balance Sheet, the Consolidated Statement of Pro?t and Loss, and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the books of account.

e) In our opinion, the aforesaid consolidated ?nancial statements comply with the Accounting Standards speci?ed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

d) On the basis of the written representations received from the directors as on March 31, 2015, taken on record by the Board of Directors of the Company and the reports of the auditors of its subsidiary companies incorporated in India, none of the directors of the Company and its subsidiaries incorporated in India, is disquali?ed as on March 31, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i) me Group has disclosed the impact of pending litigations on the consolidated ?nancial position of the Group in its consolidated ?nancial statements as of March 31, 2015.

ii) me Group has made provision in its consolidated ?nancial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.

ii) mere has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.




ANNEXURE TO THE INDEPENDENT AUDITOR’S REPORTReferred to in paragraph 1 under the heading of “Report on other Legal and Regulatory Requirements” of our report on the Consolidated ?nancial statements of even date.

Our reporting on the Order includes subsidiary companies and associates incorporated in India on which the auditors have reported on in accordance with the Order. Our report in respect of these subsidiary companies and associates is solely based on the reports of their auditors.

(i) In respect of the ?xed assets of the Holding Company, subsidiary companies, and associate companies incorporated in India:

(a) me respective entities have maintained proper records showing full particulars, including quantitative details and situation of ?xed assets.

(b) me ?xed assets were physically veri?ed during the year by the Management of the respective entities in accordance with a phased periodical programme of veri?cation which, in our opinion and the opinion of the other auditors, is reasonable. According to the information and explanation given to us and the other auditors, no material discrepancies were noticed on such veri?cation.

(ii) In respect of the inventories of the Holding Company, subsidiary companies, and associate companies incorporated in India:

(a) As explained to us and the other auditors, the inventories were physically veri?ed during the year by the Management of the respective entities at reasonable intervals.

(b) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the procedures of physical veri?cation of inventories followed by the Management of the respective entities were reasonable and adequate in relation to the size of the respective entities and the nature of their business.

(c) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the respective entities have maintained proper records of their inventories and no material discrepancies were noticed on physical veri?cation.

(iii) me Holding Company, Subsidiary Companies and Associate Companies Incorporated in India has not granted loans, secured or unsecured, to companies, ?rms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013, and hence the provisions of clause 3 (iii) of the Order are not applicable to the Company

(iv) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, there is an adequate internal control system in the Holding Company, subsidiary companies, and associate companies incorporated in India, commensurate with the size of the respective entities and the nature of their business for the purchase of inventory and ?xed assets and for the sale of goods and services and during the course of our and the other auditors audit no continuing failure to correct major weaknesses in such internal control system has been observed.

(v) In respect of deposits accepted from public in past, in our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 to 76 or any other relative provisions of the Act and Rules framed there under. According to the information and explanations given to us, no Order has been passed by the Company Law Board, National Company Law Tribunal or the Reserve Bank of India or any Court or any other Tribunal in this regard in respect of the Company.

(vi) me provisions of clause 3 (vi) of the Order are not applicable to the Company and its aforesaid subsidiaries and associates as respective entities are not covered by the Companies (Cost Records and Audit) Rules, 2014.

(vii) According to the information and explanations given to us and based on the auditor’s reports issued in accordance with the Order on the aforesaid subsidiary companies and associates in respect of statutory dues of the Holding Company, subsidiary companies, and associate companies incorporated in India:

a) me respective entities have generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax, Cess and other material statutory dues applicable to the respective entities with the appropriate authorities. mere were no undisputed amounts payable by the respective entities in respect of such dues in arrears as at March 31, 2015 for a period of more than six months from the date they became payable except service tax of ` 0.02 million in respect of one subsidiary company which is outstanding for more than six months.

b) Details of dues of Income Tax, Sales Tax, Wealth Tax, Service Tax, Duty of Customs, Duty of Excise, Value Added Tax and Cess which have not been deposited as on March 31, 2015 on account of disputes by the aforesaid entities are given below:

95www.shrenuj.com

Sr. No

Name of the Statute Nature of Dues Amount (` in million)

Period to which the amount

relates.

Forum where dispute is pending

1. Income Tax Act, 1961 Income Tax 0.21

5.37

0.92

2.35

40.17

FY 2000-01

FY 2001-02

FY 2002-03

FY 2005-06

FY 2009-10

Commissioner of Income Tax (Appeals)

0.39

0.35

40.40

69.44

FY 1989-90

FY 1999-00

FY 2007-08

FY 2008-09

Income Tax Appellate Tribunal

2. me Bombay Sales Tax Act

Sales Tax 0.34 FY 1994-95 Commissioner (Appeals)

TOTAL 159.94

c) According to the records of the Company, the amounts required to be transferred to Investor Education and Protection Fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within the time.

(viii) me Holding Company, subsidiary companies, and associate companies incorporated in India do not have consolidated accumulated losses at the end of the ?nancial year nor have they incurred cash losses, on a consolidated basis, during the ?nancial year covered by our audit and in the immediately preceding ?nancial year.

(ix) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the Holding Company, subsidiary companies, and associate companies incorporated in India have not defaulted in the repayment of dues to ?nancial institutions or banks.

(x) In our opinion and the opinion of the other auditors and according to the information and explanations given to us, the terms and conditions of the guarantees given by the Holding Company for loans taken by Associates from banks and ?nancial institutions are not, prima facie, prejudicial to the interests of the Company.

(xi) In our opinion and the opinion of the other auditors and according to the information and explanations given to us and the other auditors, the term loans have been applied by the Holding Company, subsidiary companies, and associate companies incorporated in India during the year for the purposes for which they were obtained.

(xii) To the best of our knowledge and according to the information and explanations given to us and the other auditors, no fraud by the Holding Company, its subsidiary companies, and associate companies incorporated in India and no material fraud on the Holding Company, its subsidiary companies, and associate companies incorporated in India has been noticed or reported during the year.

For Rajendra & Co.Chartered Accountants(Firm Registration No. 108355W)

A. R. ShahPartnerMembership No: 047166

MumbaiDated : 27th May, 2015


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2015

(` in million)Particulars Note 31st March, 2015 31st March, 2014EQUITY AND LIABILITIES

Shareholder’s Funds

Share Capital 1 385.82 192.91Reserves and Surplus 2 10,043.62 10,429.44 9,246.84 9,439.75Minority Interests 3 0.13 (4.73)Non-Current Liabilities

Long-Term Borrowings 4 4,778.51 4,537.56Deferred Tax Liabilities (Net) 5 5.08 45.45Other Long Term Liabilities 6 11.29 2.39Long Term Provisions 7 108.45 4,903.33 90.45 4,675.85Current Liabilities

Short-Term Borrowings 8 29,908.50 25,901.04Trade Payables 9 10,276.40 9,350.40Other Current Liabilities 10 1,677.31 989.09Short-Term Provisions 11 177.69 42,039.90 264.66 36,505.19Total Equity and Liabilities 57,372.80 50,616.06ASSETS

Non-Current Assets

Fixed Assets 12Tangible Assets 2,903.55 3,083.89Intangible Assets 319.39 333.24Capital Work in Progress 47.43 28.99

3,270.37 3,446.12Non-Current Investments 13 222.08 202.54Long Term Loans and Advances 14 173.36 3,665.81 125.26 3,773.92Current Assets

Current Investments 15 0.03 0.03Inventories 16 24,165.70 22,792.98Trade Receivables 17 26,150.90 21,320.45Cash and Cash equivalents 18 2,069.76 1,533.82Short-Term Loans and Advances 19 1,320.60 53,706.99 1,194.86 46,842.14

57,372.80 50,616.06Total Assets




S. S. bakur



Directors



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CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2015

(` in million)

Particulars Note 2014-15 2013-14

INCOME

Revenue from Operations 20 54,851.10 46,431.80

Other Income 21 197.11 225.64

Total Revenue 55,048.21 46,657.44

EXPENSES

Cost of materials consumed 22 23,424.99 18,523.49

Purchase of Stock in trade 23 27,434.72 26,698.45

Variation in inventory of Finished goods & Stock in trade 24 (1,551.84) (4,753.06)

Employee Bene?t Expenses 25 1,088.89 1,201.11

Finance Cost 26 1,629.48 1,557.28

Depreciation/ Amortisation 27 184.00 121.00

Other Expenses 28 2,003.60 2,251.86

Total Expense 54,213.84 45,600.13

PROFIT BEFORE TAXATION 834.37 1,057.31

Less: Provision for Taxation - Current 113.79 157.16

: provision for Tax in respect of earlier year 20.75 1.25

: Provision for Deferred Taxation (15.54) 2.64

PROFIT AFTER TAXATION 715.37 896.26

Share of Pro?t/ (Loss) in Associate 19.43 0.93

Share of (Pro?t)/ Loss transferred to Minority (1.97) (0.07)

732.83 897.12

Earnings per equity share of face value of ` 2 each.

- Basic 3.80 4.65

- Diluted 3.80 4.65




S. S. bakur



Directors




CONSOLIDATED CASH FLOW OF SHRENUJ & COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES FOR THE YEAR ENDED 31ST MARCH 2015

(` in million)

Financial Year Financial Year

2014-2015 2013-2014

(A) Cash eows from operating activities:

Net Progt before tax and aher extraordinary items 834.37 1,057.31

Adjustments for:

Depreciation 184.00 121.00

Provision for Leave Encashment 29.17 27.29

(Pro?t)/Loss on sale of Assets 11.89 14.44

Interest Income (34.30) -

Dividend Received (0.01) -

Provision for doubtful debts 18.45 11.42

Interest Expenses (Net) 1,629.49 1,557.28

Bad Debts 3.92 -

EBect of exchange rate change 338.75 269.68

2,181.36 2,001.11

Operating Progt before working capital changes 3,015.73 3,058.42

Adjustments for:

Trade and other receivables (4,954.76) (3,331.32)

Inventories (1,372.72) (2,974.45)

Trade payables 1,738.43 2,682.59

Cash generated from operations (1,573.32) (564.76)

Direct taxes paid (218.96) (168.87)

Net Cash Flow from operating activities (1,792.28) (733.63)

(B) Cash eows from investing activities:

Purchase of ?xed assets (74.90) (173.35)

Sale of ?xed assets 10.13 23.89

Sale of investments - 2.37

Dividend received 0.01 -

Interest income 137.54 48.79

Movement of loans (16.17) 28.35

Net Cash used in investing activities 56.61 (69.95)

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CONSOLIDATED CASH FLOW OF SHRENUJ & COMPANY LIMITED AND ITS SUBSIDIARY COMPANIES FOR THE YEAR ENDED 31ST MARCH 2015

(` in million)

Financial Year Financial Year

2014-2015 2013-2014

(C) Cash eows from gnancing activities:

Capital contributed by Minority (adjusted for their share of Loss)

(3.40) (19.85)

Increase in long term borrowings 123.55 (1,192.86)

Increase in short term borrowings 4,007.46 3,661.15

Interest paid (1,788.42) (1,511.67)

Dividends paid (57.75) (57.76)

Tax on dividend (9.84) (9.84)

Net Cash used in gnancing activities 2,271.61 869.17

Net increase in cash and cash equivalents (A+B+C) 535.94 65.59

Opening balance of cash and cash equivalent 1,533.82 1,468.23

Closing balance of cash and cash equivalent 2,069.76 1,533.82

Note:

me Cash Cow statement has been prepared under the indirect method as set out in Accounting Standard - 3 (AS-3) on Cash Cow statement issued by the Companies (Accounting Standards) Rules, 2006.



S. S. bakur



Directors



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015




1. SHARE CAPITAL

Authorised

225,000,000 (225,000,000) Equity Shares of ` 2/- each 450.00 450.00

Issued, Subscribed and Paid-up

192,907,258 (96,453,629) Equity Shares of ` 2/- each fully paid-up 385.82 192.91

385.82 192.91

Notes:

a) Of the above Equity shares:

i) 14,122,325 shares were issued pursuant to the scheme of amalgamation without payment being received in cash.

ii) 6,692,070 shares were issued pursuant to the exercise of option by the holders of Foreign Currency Convertible Bonds.

iii) 96,453,629 Shares were issued during the year, by way of Bonus Shares.

b) Details of shareholders holding more than 5% shares in the Company.


Particulars No. of shares


No. of shares


Equity shares of ` 2/- each fully paid

Shreyas K. Doshi 26,698,600 13.84% 13,349,300 13.84%

Vishal S Doshi 15,152,018 7.85% 7,491,009 7.77%

Suman K Doshi 15,104,250 7.83% 7,552,125 7.83%

Shrenuj Investments & Finance Pvt. Ltd. 29,716,002 15.40% 14,815,251 15.36%

HSBC Private Bank (Suisse) SA 10,177,740 5.28% 5,088,870 5.28%

India Max Investment Fund Ltd. 12,281,470 6.37% 6,140,735 6.37%

c) be reconciliation of the number of share outstanding is set out below:

Particulars 31st March, 2015 31st March, 2014

No. of shares No. of shares

Equity shares at the beginning of the year 96,453,629 96,453,629

Add: Bonus Equity Shares issued during the year 96,453,629 -

192,907,258 96,453,629

d) me Company has reserved issuance of 96,45,362 ( P.Y.Nil) equity shares of ` 2/- each for oBering to eligible employees of the Company and its subsidiaries under Employee Stock Option.

e) me Company has only one class of shares referred to as Equity Shares having face value of ` 2/- each. Each holder of equity share is entitled to one vote per share.me ?nal Dividend proposed by the Board of Directors is subject to the approval of shareholders at the Annual General Meeting and is paid in Indian Rupee.


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2. RESERVES AND SURPLUS 31st March, 2015 31st March, 2014

(` in million) (` in million)Capital Reserve

Balance as per last ?nancial statements 20.33 20.33Revaluation Reserve [Refer note 2(a)]Balance as per last ?nancial statements 1,288.64 1,307.23Less: Transferred to the statement of Pro?t and Loss - (18.59)

1,288.64 1,288.64Amalgamation Reserve [Refer note 2(a)]Balance as per last ?nancial statements 542.75 550.03Less: Transferred to the statement of Pro?t and Loss - (7.28)

542.75 542.75Securities Premium Reserve

Balance as per last ?nancial statements 2,191.69 2,191.69Less: Amount utilised for issue of Bonus Shares 192.91 -

1,998.78 2,191.69General Reserve

Balance as per last ?nancial statements 1,176.99 1,135.51Add: Transfer from Pro?t and Loss Account 22.27 41.48

1,199.26 1,176.99

Hedging Reserve [Refer note 2(b)] 18.88 -

Foreign Exchange Monetary Item Diderence Account 54.40 16.56

Exchange Fluctuation Reserve 862.65 573.51

Surplus as per progt and loss account

Balance as per last ?nancial statements 3,436.37 2,658.61Less: Adjusted on Liquidation of Subsidiaries/Transfer of interest to Minority - (10.17)Add: Pro?t for the year 732.83 897.12Less: Adjustment relating to Fixed Assets (refer note 12 C) (42.57) -Dividends proposed to be distributed to equity shareholders (Re 0.20 per share) (P.Y Re 0.60 per share)

(38.58) (57.87)

Tax on dividend (7.85) (9.84)Transferred to General reserve (22.27) (41.48)

4,057.93 3,436.37GRAND TOTAL 10,043.62 9,246.84

Notes:

a) me Company had revalued / fair valued its Land and Buildings situated at Mumbai. An amount of Rs Nil (` 18.59 million for previous year) and Rs Nil million (` 7.28 million for previous year) has been withdrawn from Revaluation Reserve and Amalgamation Reserve respectively.

b) me Company has continued to adopt the principles of AS – 30, “Financial Instruments: Recognition & Measurement” in respect of hedge accounting. Accordingly, in respect of derivative ?nancial instruments which are entered into to hedge foreign currency risks of ?rm commitments or highly probable forecast transactions and which are eBective cash Cow hedges, the net notional gain on these instruments outstanding as at 31st March 2015, amounting to ` 18.88 Million (P.Y Nil) is reCected in the Hedging Reserve account.




3 MINORITY INTEREST (` in million) (` in million)

Minority Interest 0.13 (4.73)

0.13 (4.73)

31st March,2015 31st March,2014


Non - Current Current Non - Current Current

4 LONG TERM BORROWINGS :

Secured Loans

From Bank

Term Loan from Banks [Refer note 4(a)] 1,131.57 121.74 1,271.07 173.91

From Others

Term Loan from a company [Refer note 4(b)] - - - 0.86

Unsecured Loans

- From Directors [Refer note 4(c)] 358.69 - 241.17 -

- Inter Corporate Deposits [Refer note 4(c)] 921.03 - 770.20 -

(from Companies under same management)

- From Shareholder [Refer note 4 (c)] 72.46 - 33.50 -

- From Others [Refer note 4(d)] 2,294.76 - 2,221.62 -

4,778.51 121.74 4,537.56 174.77

Notes:

a) Term Loan from Banks includes:

(i) ` 1200.25 million (P.Y. `1198.40 million) secured by way of ?rst charge on immovable property of one of the director, situated at NCPA Nariman point , Mumbai and residual charge over the current assets of the Company. me loan is collaterally secured by pledge of Company’s shares held by the promoters and these are further guaranteed by some of the directors in their personal capacity. It carries interest @ Libor + 4.80% and is repayable over a period of 5 years

(ii) ` 50.44 million (P.Y. ̀ 240.83 million) availed by overseas subsidiaries from their respective bankers and are secured against assets situated in their respective countries. mese are further guaranteed by corporate guarantees issued by the holding company and some of the Directors in their personal capacity.

(iii) ` 2.62 million (P.Y. ` 5.75 million) is secured by hypothecation of speci?c vehicles.

(iv) Rs Nil (P.Y. Rs 1245.70 million) Working capital term loan availed by overseas Subsidiaries from their respective bankers are secured against mortgage of properties situated in their respective countries.

b) Term loan from a company is secured by hypothecation of a speci?c vehicles.

c) Unsecured loans from Directors , Companies and Shareholders are payable over a period of 7 to 10 year Loan from Chairman & Managing Director and Executive Director carry interest of 8% , Inter Corporate Deposits (except for ` 250 million) carry interest ranging from 8% to 15.25% and Loans from Non-Executive Director, Shareholders and Inter Corporate Deposit of ` 250 million are interest free.

d) Unsecured loans from others availed by overseas Subsidiary Companies are payable over a period of 3 to 5 years and are interest free.


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5 DEFERRED TAX LIABILITIES (NET)

Liability

Depreciation 96.74 122.36

96.74 122.36

Assets

Disallowance/Unabsorbed Losses under Income Tax Act 91.66 76.91

5.08 45.45

6 OTHER LONG TERM LIABILITIES

Deposits 0.86 2.39

Others 10.43 -

11.29 2.39

7 LONG TERM PROVISIONS

Provision for employee bene?ts 108.45 90.45

108.45 90.45

8 SHORT TERM BORROWINGS :

Secured Loans

From Bank

Working Capital Loan from Banks [Refer note 8(a)] 29,459.65 25,315.25

Short term loan from banks [Refer note 8(b)] 109.37 103.01

29,569.02 25,418.26

Unsecured Loans

From Related Parties

From Shareholders 1.50 1.70

Inter Corporate Deposits - 122.19

1.50 123.89

From Others

Fixed Deposits - 17.00

Others 337.98 341.89

337.98 358.89

29,908.50 25,901.04

Notes:

a) Working Capital loans from banks to the extent of `13,258.32 Million (P.Y. `13,123.60 Mn.) are Secured as under:

(i) Primarily by hypothecation of stock in trade and book debts.

(ii) Collaterally by machinery present and future, and mortgage of premises situated at Mumbai.

(iii) Collaterally by pledge of ?xed deposits and guarantee by some of the Directors in their Personal capacity.

(iv) ` 16,201.33 Million (P.Y. ` 12,191.65 Million) Working capital facilities availed by overseas Subsidiaries from their respective bankers are secured against mortgage of properties situated in their respective countries.

b) Short term loan from banks are secured against Fixed Deposits and Immovable property of the subsidiary company





9 TRADE PAYABLES

Trade Payables 10,276.40 9,350.40

10,276.40 9,350.40

Note:

a) On the basis of information and records available with the Company, there are no outstanding dues as at 31st March 2015 to the Micro, Small and Medium Enterprises as de?ned in the Micro, Small and Medium Enterprises Development Act, 2006.

b) Amount of Trade Payables are subject to con?rmation and reconciliation and for the year ended 31st March, 2015 is net of ` 2,324 million recoverable from the same parties to whom goods have been sold.

10 OTHER CURRENT LIABILITIES

Current maturities of long term debt (Secured):

Term Loan from Banks [Refer note 4(a)] 121.74 173.91

Term Loan from a company [Refer note 4(c)] - 0.86

Duties & Taxes payable 108.77 78.47

Unpaid Dividend* 3.03 2.91

Deposits 0.25 0.27

Short Term ?nance lease obligations 4.43 4.21

Interest accrued but not due 18.22 21.93

Interest accrued & due 71.17 123.15

Temporary Overdrav 69.22 100.50

Creditors for capital expenditure 7.64 10.09

Other Payables ** 1,272.84 472.79

1,677.31 989.09

* mere are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

# Other Payables includes creditors for Revenue expenditure , Advance from Customer, Statutory liabilities etc.

11 SHORT TERM PROVISIONS

Taxation 113.79 164.80

Provision for employee bene?ts 17.47 23.19

Proposed dividend 38.58 57.87

Tax on proposed dividend 7.85 9.84

Others - 8.96

177.69 264.66


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12. FIXED ASSETS

GROSS BLOCK DEPRECIATION NET BLOCK

As At01/04/2014

Additions/Adjustment

Deductions/Adjustments

As At31/03/2015

As At01/04/2014

For theYear

Deductions/Adjustments

Up to31/03/2015

As At31/03/2015

As At

31/03/2014

A. Tangible Assets :

Freehold Land 703.38 1.46 - 704.84 - - - - 704.84 703.38Leasehold Land 72.08 - 0.05 72.03 2.19 - - 2.19 69.84 69.89Buildings* 1,749.91 24.64 - 1,774.55 207.34 50.91 - 258.25 1,516.30 1,542.57Leasehold Improvements 67.60 9.85 0.87 76.58 44.35 3.93 - 48.28 28.30 23.25Plant & Machinery 495.26 25.25 26.95 493.56 155.81 38.96 10.02 184.76 308.80 339.45Electrical Installations 92.79 0.04 - 92.83 35.21 22.03 - 57.24 35.59 57.58Okce Equipments 402.12 23.55 20.59 405.09 240.01 83.32 18.56 304.77 100.32 162.11Furniture & Fixtures 295.43 4.72 0.22 299.93 164.10 48.55 0.22 212.43 87.50 131.33Vehicles 97.50 7.52 10.56 94.45 45.37 7.59 8.73 44.23 50.23 52.13Yacht 4.44 - - 4.44 2.25 0.34 - 2.59 1.85 2.20Total (A) 3,980.52 97.03 59.24 4,018.29 896.62 255.63 37.53 1,114.74 2,903.55 3,083.89

B. Intangible Assets :

Computer Sovware 72.95 2.20 4.16 70.99 54.85 9.10 4.16 59.78 11.21 18.10Trade Mark 212.49 - 12.63 199.86 7.19 - 1.02 6.17 193.69 205.30Technical Knowhow 8.11 - - 8.11 7.97 0.13 - 8.10 0.01 0.14Goodwill 110.17 5.16 0.35 114.98 0.47 0.03 - 0.50 114.48 109.70Total (B) 403.72 7.36 17.14 393.93 70.48 9.26 5.18 74.56 319.39 333.24

C. Capital Work in Progress

Work in progress at costand advance Payments - - - - - - - - 47.43 28.99against capital expenditureTotal (C) - - - - - - - - 47.43 28.99TOTAL (A+B+C) 4,384.23 104.39 76.38 4,412.22 967.11 264.89 42.71 1,189.29 3,270.37 3,446.13

Previous Year ...... 4,182.73 295.66 94.15 4,384.23 876.06 146.87 55.82 967.11 3,446.12 -

Notes:

A. Gross Block & CWIP includes ` 1351.11 Million added on revaluation of Land, Building and Okce Premises as at 1st April, 2010 based on reports issued by independent valuer. Adjustment includes ` 220.57 Million being added on account of fair valuation of amalgamating Companies

B. * Building includes ` 3250/- being the cost of shares in Co-operative Housing Society.C. Pursuant to the enactment of Companies Act, 2013 the Company has applied the estimated useful of life as speci?ed in Schedule II to the Companies Act,

2013. Accordingly the unamortisd carrying value is being depreciated/amortised over the revised/remaining useful life of assets. me written down value of Fixed Assets whose life has expired as at 1st April 2014 have been adjusted (net of tax) in the opening balance of Pro?t and Loss account amounting to Rs 42.57 million.


13 NON-CURRENT INVESTMENTSTrade InvestmentsIn Associate companies - Unquoted2,810,000 (2,810,000) Equity Shares of Kiara Jewellery Pvt. Ltd. of ` 10/- each fully paid up

104.44 88.34

2,500 (2,500) Equity Shares of Jomard SAS fully paid up 108.03 104.70100 (100) Equity Shares of Copem & Shrenuj fully paid up 4.30 4.30100 (100) Equity Shares of SWA Trading Ltd. fully paid up 6.86 6.86100 (100) Equity Shares of Trapz LLC fully paid up - -350,000 (350,000) Equity Shares of Arisia Jewellery Pvt. Ltd. of `10/- each fully paid up 0.88 0.88

224.51 205.08Less : Share of Loss in Trapz LLC 3.08 3.08

221.43 202.00Other Investments: Unquoted150,757 (150,757) Intercontinental Jewellery Manufacturing Public Co. Ltd, mailand

0.62 0.51

Others 0.03 0.03 0.65 0.54

Total 222.08 202.54Aggregate of Unquoted Investments - At Book Value 222.08 202.54





14 LONG TERM LOANS AND ADVANCES

Secured Advances / Deposits

Unsecured Advances

Capital Advances 2.69 2.59Security Deposits 21.70 26.81Loans and Advances to Associates 20.08 3.91Other Loans and Advances* 128.89 91.95

173.36 125.26*Include ` 0.89 million Deposits with Government Authorities

15 CURRENT INVESTMENTS

Other Investments

Others- Unquoted

2,500 (2,500) Equity Shares of Saraswat Co-Operative Bank Ltd. of ̀ 10/- each fully paid up 0.03 0.03

0.03 0.03

16 INVENTORIES

(As valued, veri?ed and certi?ed by the Management)Raw materials 3,936.89 4,116.57Stock in Trade 8,122.03 6,759.89Finished goods 12,096.39 11,906.68Stores, Spares etc. 10.39 9.84

24,165.70 22,792.98

17 TRADE RECEIVABLES

Outstanding for over six monthsConsidered Good 2,702.50 2,250.66Considered Doubtful 55.77 35.45

2,758.27 2,286.11Less : Provision for doubtful debts 55.77 35.45

2,702.50 2,250.66Other DebtorsConsidered Good 23,448.40 19,069.79

26,150.90 21,320.45Note:

a) Includes Debts due from Director ` 35.04 million and ` 249.41 million from a Private Company in which directors are interested

b) Trade Receivable is subject to con?rmation and reconciliation and for the year ended 31st March, 2015 is net of ` 2,324 million being amount payable to the same parties from whom goods were purchased.

18 CASH AND BANK BALANCES

Cash on hand 14.20 10.18Balance with Scheduled BanksCurrent Accounts* 551.69 434.70Fixed Deposits** 897.47 406.92Bank Deposits with more than 12 months maturity 146.81 137.97Margin Deposit Accounts 459.59 544.05

2,069.76 1,533.82(* Includes unclaimed dividend Rs 3.03 million (P.Y ` 2.91 million)(** Includes Rs 50.75 million (P.Y ` 43.91 million pledged with Banks as Security)


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(` in million) (` in million)19 SHORT TERM LOANS AND ADVANCES

A. Unsecured AdvancesAdvance Taxes ( Net of Provision) 182.81 149.46Sales Tax/ Service Tax Refundable 165.66 142.30Interest Receivable 51.29 -Deposits 0.34 3.05Prepaid Expenses 183.32 124.50Advance to Suppliers 267.60 432.43Others * 469.58 343.12

1,320.60 1,194.86* Includes primarily Interest on loans, Loans & Advance to employees,

receivable on cancellation of Forward Exchange Contracts etc.



20 REVENUE FROM OPERATION

Sale of Products 54,631.96 46,172.46Service charges 9.85 9.73Other Operating Revenues 209.29 249.61

54,851.10 46,431.80

21 OTHER INCOME

Consultancy fees - 13.10Dividend Income 0.01 -Interest Income 34.30 13.25Pro?t on sale of assets 0.67 1.89

Other non-operating Income 162.13 197.40 197.11 225.64

22 COST OF RAW MATERIALS CONSUMED

Raw Material Stock at commencement 4,116.57 5,896.16Add: Purchases 23,563.62 18,088.24

27,680.19 23,984.40Less: Sale of raw materials 318.31 1,344.34 Stock at close 3,936.89 4,116.57

4,255.20 5,460.91 23,424.99 18,523.49

23 PURCHASE OF FINISHED GOODS 27,434.72 26,698.45

24 VARIATION IN STOCK OF FINISHED GOODS

Stock at commencement 18,666.58 13,913.52Less: Stock at close 20,218.42 18,666.58

(1,551.84) (4,753.06)



2014-15 2013-14(` in million) (` in million)

25 EMPLOYEE BENEFIT EXPENSES

Salaries, Wages, Allowances & Other Bene?ts 896.33 965.62 Directors Remuneration (Refer note 45) 32.62 45.95 Contribution to PF & Other Funds 88.95 95.79 StaB Welfare expenses 70.99 93.75

1,088.89 1,201.11

(a) me Disclosure of employee bene?t as de?ned in the accounting standard are given below:Degned Contribution Plan:

me Company makes Provident Fund and Superannuation Fund contributions as de?ned contributions retirement bene?t plans for qualifying employees. me Company’s provident fund is under the management of the statutory authorities. me Company has recognised ` 25.52 million (` 24.42 million) for Provident Fund and `1.06 million (` 1.18 million ) for Superannuation contributions in Pro?t and Loss account. me Contributions payable to this plans by the Company are at rates speci?ed in the rules of the scheme.Degned Benegt Plan:

me employees Gratuity Fund scheme managed by a trust is a funded de?ned bene?t plan. me present value of obligation is determined based on the actuarial valuation using Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee bene?t entitlement and measures each unit separately to build up the ?nal obligation.

Gratuity (Funded) Leave Encashment (Funded)

2014-2015 2013-2014 2012-2013 2014-2015 2013-2014 2012-2013

a. Reconciliation of opening and closing balances of Degned Benegt Obligation:

Liability at the beginning of the year 44.83 25.62 21.22 30.18 31.65 23.43Current service cost 5.68 4.28 1.70 5.77 4.61 1.72Interest cost 4.08 2.05 2.34 2.74 2.61 2.05Acturial (Gain) / Loss 7.15 17.66 2.10 1.15 (4.08) 11.31Bene?t paid (5.64) (4.78) (1.74) (9.31) (4.61) (6.86)Liability at the end of the year 56.10 44.83 25.62 30.53 30.18 31.65

b. Reconciliation of opening and closing balances of Fair Value of Planned Assets:

Fair Value of planned assets at the beginning of the year 13.38 15.29 10.33 3.70 3.40 3.12Expected return on planned asset 1.00 1.29 1.34 0.03 0.29 0.26Employers’ contribution 2.71 1.88 5.36 9.31 4.61 -Acturial gain / (loss) 0.04 (0.30) - - 0.01 0.02Bene?t paid (5.64) (4.78) (1.74) (9.31) (4.61) -Fair Value of planned assets at the end of the year 11.49 13.38 15.29 4.03 3.70 3.40Actual return on planned assets 1.00 1.00 1.34 0.30 0.29 0.26

c. Amount recognised in the Balance Sheet

Liability at the end of the year 56.10 44.83 25.62 30.53 30.18 31.65Fair Value of planned assets at the end of the year 11.49 13.38 15.29 4.03 3.70 3.40Amount recognised in the Balance Sheet 44.61 31.45 10.33 26.50 26.48 28.25

d. Expenses recognised in the Progt & Loss account:

Current service cost 5.68 4.28 2.34 5.77 4.61 1.72Interest cost 4.08 2.05 1.70 2.74 2.61 2.05Expected return on planned asset (1.00) (1.29) (1.34) (0.32) (0.29) (0.26)Acturial (Gain) / Loss 7.11 17.96 2.10 1.14 (4.09) 11.30Net expense recognised in Pro?t & Loss account 15.87 23.00 4.80 9.33 2.84 14.79


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e. Investment details:

% invested

% invested

% invested

% invested

% invested

% invested

Insurance Policies 100.00 100.00 100.00 100.00 100.00 100.00f. Acturial assumptions:

Mortality Table IALM(06-08)

IALM(06-08)

LIC1994-96

IALM(06-08)

IALM(06-08)

IALM(94-96)

Discount rate per annum 7.80 9.10 8.00 7.80 9.10 8.25Expected rate of return on planned assets 8.70 8.70 8.00 8.70 8.70 8.25Salary escalation (per annum) 7.00 7.00 8.00 7.00 7.00 8.00me above information is certi?ed by an Actuary. me estimates of rate of escalation in salary considered in Acturial valuation are based on the sector speci?c industry standards.


26 FINANCE COST

Interest Expense

On Term loan 64.60 70.52 To Banks 1,421.16 1,255.69 To Others 196.45 204.22

1,682.21 1,530.43 Other Borrowing Cost 50.51 62.38 Less : Interest received 103.24 35.53

1,629.48 1,557.28

27 DEPRECIATION AND AMORTISATION EXPENSES

Depreciation of tangible assets 171.06 134.13 Amortisation of intangible assets 12.94 12.74

184.00 146.87 Less: Transfer from Revaluation Reserve - 18.59 Less: Transfer from Amalgamation Reserve - 7.28

184.00 121.00


28 OTHER EXPENSES:

Manufacturing Expenses:Stores and spares consumed 33.87 42.57 Power and fuel 40.37 40.81 Subcontracting charges / Processing expenses 345.66 414.43 Rent 47.09 33.55 Rates and taxes 8.54 9.49 Building repairs 0.44 4.13 Machinery repairs 2.44 2.14 Other manufacturing expenses 98.16 182.45

576.57 729.57 Selling and Distribution Expenses

Marketing / Advisory Expenses - 53.41 Freight and Forwarding charges 123.94 118.47 Sales Promotion Expenses 38.23 34.17 Advertisement Expenses 120.67 132.56 Brokerage & Commission 170.66 161.52 Other Selling and Distribution expenses 203.69 180.27

657.19 680.40



NOTES FORMING PARTS OF THE ACCOUNTS

29. STATEMENT OF ACCOUNTING POLICIESa. Basis of Accounting

me Consolidated Financial Statement have been prepared to comply with generally accepted accounting principles in India, including Accounting Standards noti?ed under the relevant provisions of the Companies Act, 2013.

b. Principles of consolidation

me Consolidated Financial Statement relate to Shrenuj & Company Limited (SCL) (“the Company’’) and its Subsidiary/Associates Companies. me consolidated ?nancial statements have been prepared on the following basis: -

c. me Financial Statements of the Company and its Subsidiary Companies have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, aver fully eliminating intra-group balances and intra-group transactions in accordance with the Accounting Standard AS21 – Consolidated ?nancial Statements”.

d. In respect of Foreign subsidiaries consolidation is done based on Audited / Reviewed/ Unaudited ?nancial statements prepared according to the IFRS / Generally Accepted Accounting Principles (GAAP) in their respective countries of origin and no re-statement is done of the same based on Indian GAAP. Subject to the above, the consolidated ?nancial statements have been prepared using uniform accounting policies for like transactions and other events in similar circumstances to the extent practicable.

e. me excess/de?cit of cost to the Company of its investment in the Subsidiary Companies is recognised in the ?nancial statements as Goodwill / Capital Reserve.

f. In case of foreign subsidiaries being non-integral foreign operations, revenue items are consolidated at the average rate prevailing during the period. All Assets and Liabilities are converted at rates prevailing at the end of the year. Any exchange diBerence arising on consolidation is recognized as exchange Cuctuation reserve in the Balance Sheet.

g. Minority interest’s share of net pro?t for the year is identi?ed and adjusted against the income of the group in order to arrive at the net income attributable to shareholder of the Company.

h. Minority interest’s share of net assets of consolidated subsidiary is identi?ed and presented in the consolidated Balance Sheet separate from liabilities and equity of the Company’s shareholders

i. Investment in Associates have been accounted under the Equity method of accounting as per AS23 “Accounting for Investment in Associates in Consolidated Financial Statement”.

j. Other Signigcant Accounting Policies

mese are set out in the notes to accounts under “Signi?cant Accounting Policies” of the Financial Statements of the Company, and subsidiary companies.


Miscellaneous Expenses

Insurance 34.97 59.83 Other repairs 25.54 70.64 Legal and professional charges 92.96 78.71 Sundry expenses 403.46 358.33 Remuneration to Auditors 6.54 5.02 Donations (Refer Note No.42) 4.40 2.66 Bank Charges 209.86 237.81 Loss on sale / discarded Assets 12.57 16.33 Bad debts 3.92 - Provision for doubtful debts 18.45 11.42 Prior period expenses (42.83) 1.13

769.84 841.89 2,003.60 2,251.86


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30. THE SUBSIDIARY COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIAL STATEMENTS ARE:

Name of the Company Country of Origin% Equity Share Capital

held as at 31.03.2015Parent Company

Daily Jewellery Ltd. * Hong Kong 100% SCLShrenuj (Mauritius) Pvt. Ltd. * Mauritius 100% SCLAstral USA, Inc (ASTRAL) USA 100% SCLShrenuj USA LLC (SUSA) USA 100% ASTRAL

Bernie’s International LLC (Bernie) USA 60% ASTRAL

Astral Jewels LLC (AJL) USA 100% ASTRALShrenuj Japan Corporation (SJC) Japan 100% SCLShrenuj DMCC (SDMCC) UAE 100% SCLShrenuj Jewellery Far East Ltd. (JOS) Hong Kong 100% SMPLShrenuj Fareast Ltd.( Formerly Known as Inter Gems (HK) Ltd. *

Hong Kong 100% SMPL

Shrenuj GmbH (SGMBH) Germany 100% SMPLLume Group AG (LUMEAG) Switzerland 100% SMPLShrenuj N.V. (SNV) Belgium 100% SMPLShrenuj Lifestyle Ltd (SLL) * India 100% SCLShrenuj Overseas Limited (SOL) * India 100% SCLShrenuj Botswana Pty Ltd (SBPL) Botswana 100% SMPLShrenuj South Africa Pty Ltd (SSAP) South Africa 100% SMPLIthemba Diamonds (Pty) Ltd. (IDPL) South Africa 74% SSAPUxolo Diamond Cutting Works (Pty) Ltd. (UDCL) South Africa 74% SSAPAstral Holding INC (AHL) USA 100% SCLSimon Golub & Sons Inc. (SGS) USA 100% AHLGlobal Marine Diamond Corporation (GMDC) USA 100% DMCC

Shrenuj (Shanghai) Diamonds Pvt.Ltd. China 100%Shrenuj Fareast Ltd.

* marks indicate subsidiary companies having March year end. All other subsidiary have changed their accounting year to December from the Current year.

31. THE SIGNIFICANT ASSOCIATE COMPANIES CONSIDERED IN THE CONSOLIDATED FINANCIAL STATEMENT ARE:

Name of the Company Country of Origin% Equity Share Capital

held as at 31.03.2015Investee

Company

Kiara Jewellery Pvt. Ltd. (KIARA) India 50% SCLArisia Jewellery Pvt. Ltd. (ARISIA) India 50% SCLTrapz LLC (TRAPZ) USA 33.34% ASTRALJomard SAS France 50% SMPLSWA Trading Ltd. Israel 33.34% SMPLCopem & Shrenuj Italy 50% SMPL

32 (i) As in the previous year, the Company has continued to adopt the principles of AS – 30, “Financial Instruments: Recognition & Measurement” in respect of hedge accounting. Accordingly, in respect of derivative ?nancial instruments which are entered into to hedge foreign currency risks of ?rm commitments or highly probable forecast transactions and which are eBective cash Cow hedges, the net notional gain on these instruments outstanding as at 31st March, 2015, amounting to ` 18.88 (previous year notional loss ` Nil) is reCected in the Hedging Reserve account.

(ii) me company, in accordance with its risk management policies and procedures, enters into derivative instruments (option contracts & forward contracts) to manage its exposure to foreign exchange rates. me counter party is generally a bank.



me Company has following outstanding derivative instruments as on 31st March, 2015:

Year Number of Contracts

Notional amount of Forward contracts

Fair ValueGain / (Loss)

Maturity period

Current Year Nil ` 573.47 Million ` 18.88 Million 2-3 yearsPrevious Year Nil Nil Nil -

In addition to the above cash Cow hedges, the Company has outstanding derivative instruments aggregating to ` 684.98 Million (` 1,235.85 Million) whose fair value showed a net loss of ̀ 4.08 Million (P.Y. loss of Rs 66.38 Million) and which is accounted for in the Pro?t and Loss Account.

As of Balance Sheet date, the Company has Net foreign currency exposures that are not hedged by a derivative instrument or otherwise, amounting to ` 5,634.96 million (P.Y. ` 3,828.72 million)

33. me audited / reviewed/ unaudited ?nancial statements of subsidiaries incorporated outside India are prepared according to International Financial Reporting Standards or Reporting Standard in their country of residence and for the purpose of consolidation, restatement of the said ?nancial statements to Indian GAAP has not been done.

34. For the purpose of consolidation of GMDC, Lume Group AG, Bernie’s International LLC, Shrenuj Mauritius Pvt Ltd, Shrenuj GMBH and Astral Jewels LLC un-audited ?nancial statements adopted by the respective Board have been considered.

35. me Consolidated Financial statements have been prepared in accordance with Accounting Standard AS-21 “Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India.

36. Commitments under Operating Leases:

As a Lessee:

me Notes to ?nancial statement of Shrenuj Far East. Ltd state that at the end of the reporting period, the Company as a lessee had a total future minimum lease payment payable under non-cancellable operating lease as set out below:

(` in Million) (` in Million)

March 2015 March 2014

Land & Buildings

- Within 1 year 9.52 1.80

- In the 2nd to 5th year inclusive 2.72 -

12.24 1.80

As a Lessor:

me Notes to ?nancial statement of Shrenuj Far East Ltd state that at the end of the reporting period, the Company as a lessor had a total future minimum lease payment receivable under non-cancellable operating lease as set out below:

(` in Million) (` in Million)March 2015 March 2014

Land & Buildings- Within 1 year 1.72 2.52- In the 2nd to 5th year inclusive - -

1.72 2.52

37. me Notes to the consolidated ?nancial statement of SGS for the year ended 31st March, 2015 states that:

a. Goodwill represents the excess cost of acquiring the assets of C & A Diamonds International, LLC, over the fair value of net assets acquired at the date of acquisition. me Company evaluates goodwill annually to determine potential impairment by examining the carrying amount of the assets to determine if the carrying amount is recoverable and by comparing the carrying amount to the assets fair market value. Management determined that no impairment charge was required for the year ended December 31st, 2014 and March 31st, 2014.

b. During 2005, the Company entered into a sale-leaseback arrangement relating to its operating facility. me Company was a 25% general partner in the partnership which sold the facility in 2005. Following the sale, the Company leased back the property under a ten year operating lease that requires monthly lease payment amounting to $ 40,000. me Company accounted for the arrangement under the full accrual method. Accordingly deferred gain of $1,147,921 ` 70.58 Million (P.Y ̀ 68.78 Million) is being amortized and recognized over the term of the lease. A gain amounting to $ 286,984 ̀ 17.65 Million (P.Y $ 253,484 ̀ 14.48 Million) is reported under other income in the Statements of Operations for the ?scal year ended December 31st, 2014 and March 31st, 2014 respectively.


113www.shrenuj.com

2014-2015 2013-2014


38 Exchange Fluctuations on monetary items (Net) Credited/(Debited) to Pro?t and Loss Account

(362.94) (1,016.94)

39 Contingent Liabilities not provided for in respect of:

a) Guarantees given by the Company on behalf of Associates in respect of Advances granted by Banks

187.41 179.76

b) Disputed Income Tax Liabilities not provided for 221.95 185.31

c) Disputed Sales Tax Liabilities not provided for - 0.38

d) Bank Guarantee executed in favor of mird Party 5.10 5.10

e) Bond executed for import of Capital goods 30.72 24.79

f) Letter of Credit against import of goods 1192.19 1361.98

g) Letter of credit discounted - 102.02

40. Earnings Per Share

i) Pro?t aver Tax available for Equity shareholders 732.83 897.12

ii) Weighted average number of equity shares

For Basic 192,907,258 192,907,258*

For Diluted 192,907,258 192,907,258*

iii) Earnings Per Share of `2 each

Basic 3.80 4.65

Diluted 3.80 4.65

*Adjusted for Bonus Shares issued during the year

41 Previous year’s ?gures have been re-grouped and/or rearranged wherever necessary. Some of the overseas Subsiadiaries have changed their accounting year to 31st December 2014 and hence Financial Statements for nine months period ended 31st Dec 2014 are included in the year ended 31st March 2015, and to that extent the ?gures for the current year are not comparable with the previous year.

42. Expenditure on Corporate Social Responsibility under section 135 of Companies Act, 2013

As per the provisions of Section 135 of Companies Act, 2013 read with Rules, Company was required to spend a sum of ` 9.15 million on Corporate Social Responsibility, however against the same Company has donated a sum of ` 3.0 Million to a trust where in Directors/Promoters are the Trustees.

43 In the Opinion of the Board, the Current Assets, Loans and Advances are approximately of the value stated, if realised in the ordinary course of business and that the provision for all known Liabilities and Depreaciation is adequate and is neither excess nor short of the amount reasonably necessary.



44 SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH, 2015

(i) Information about Primary Business Segments (Rupees in Million)

Diamond Jewellery Un-allocated Elimination Total

Revenue

External 47852.19(38965.83)

8152.36(9210.70)

- -

1153.45(1744.73)

54851.10(46431.80)

Result

Segment result 2093.50(2048.53)

370.36(566.06)

- -

- -

2463.86(2614.59)

Unallocated income/(expenditure) (net) - -

- -

- -

Interest expenses 1435.41(1252.72)

297.31(340.09)

- -

- -

1,732.72 (1,592.81)

Interest income 46.81(24.90)

56.43(10.63)

- -

- -

103.24 (35.53)

Pro?t before taxation 704.89(820.71)

129.48(236.60)

- -

- -

834.37 (1,057.31)

Provision for taxation – Current tax and Fringe Bene?t Tax

- - - - 113.79 (157.16)

Deferred tax - - - - (15.54) (2.64)

Pro?t aver taxation 736.12 (897.51)

Tax in respect of previous year 20.75 (1.25)

Minority interest (1.97) (0.07)

Share in pro?ts of Associates 19.43 (0.93)

Pro?t for the year 732.83 (897.12)

Other Information

Segment assets 45072.79(39349.48)

12117.21(11117.12)

- -

- -

57190.00(50466.60)

Segment liabilities 38386.20(33042.30)

8262.77(7744.86)

22.58(159.09)

- -

46671.55(40946.25)

Share Capital and Reserves - - 10429.44(9439.75)

- -

10429.44(9439.75)

Minority interest - - 0.134.73

- -

0.134.73

Provision for taxation less payments - - 39.42(14.71)

- -

39.42(14.71)

Unclaimed dividend and proposed dividend incl. Tax on Dividend

- - 49.46(70.62)

- -

49.46(70.62)

Total of Segment Liabilities 38386.20 (33,042.30)

8262.77 (7,744.86)

10541.03 (9,679.44)

- -

57190.00 (50,466.60)


115www.shrenuj.com

Diamond Jewellery Un-allocated Elimination Total

Capital expenditure (includingWork in Progress)

7.99(2.57)

39.44(26.42)

- -

47.43 (28.99)

Depreciation (net) 112.13(75.38)

71.87(45.62)

- - -

184.00 (121.00)

Non-cash expenses other than depreciation

- -

- -

- -

(ii) Information about Secondary Business Segments (` In Million)

Revenue by geographical market Within India Outside India

Elimination Total

External 11887.37(5607.45)

42963.73(40824.35)

- -

54851.10(46431.80)

Carrying amount of segment assets 3588.89(2544.83)

22562.01(18775.62)

- -

26150.90(21320.45)

(iii) (a) me Company is organised into two main business segments, namely:

Diamonds – representing Trading ,Cutting and Polishing of Diamonds Jewellery - representing Diamond studded Gold/Platinum jewellery Segments have been identi?ed and reported taking into account the nature of products the diBering risks and returns, the organisation structure, and the internal ?nancial reporting systems.

(b) Segment Revenue in each of the above domestic business segments primarily includes sales, processing charges in the respective segments.

(c) me Segment Revenue in the geographical segments considered for disclosure are as follows:

(a) Revenue Local includes sales & services to customers located within India.

(b) Revenue Exports includes sales to customers located outside India.

(d) Segment Revenue, Results, Assets and Liabilities include the respective amounts identi?able to each of the segments and amounts allocable on a reasonable basis.



45 RELATED PARTY TRANSACTIONS:

As per the Directors1) Associates :

1 Kiara Jewellery Pvt. Ltd.2 Arisia Jewellery Pvt. Ltd.3 Jomard SAS4 SWA Trading Ltd.5 Copem & Shrenuj6 Trapz, LLC7 SHL Gems & Jewellery Ltd.8 K. K. Doshi & Co.9 Shrenuj Investments & Finance Pvt. Ltd.10 Prest Impex Pvt. Ltd.

2) Key Management Personnel and their relatives:

1 Mr.Shreyas K. Doshi Chairman and Managing Director2 Mr.Nihar N. Parikh Executive Director3 Mr.Vishal S. Doshi Group Executive Director4 Mrs. Geeta S. Doshi Non-Executive Director (w.e.f 12.09.2014)5 Mrs. Kirtilal K. Doshi Relative6 Mrs.Suman K. Doshi Relative7 Mrs. Anjali P. Mehta Relative

me Following transactions were carried out with related parties in the ordinary course of business:

(i) Details relating to parties referred to in items 1 and 2 above:

2014-2015 2013-2014


1) Purchase of Raw Materials / Finished goods - 254.17

2) Sale of Raw Materials / Finished goods 284.45 332.58

3) Other Services Received - 6.04

4) Other Services Paid - 1.59

5) Interest Paid 58.74 96.58

6) Outstanding Receivable 284.45 22.54

7) Outstanding Payable - 13.19

8) Guarantees outstanding 187.41 179.76

Disclosure in respect of above.

a Purchases includes Purchase from Kiara Jewellery Pvt. Ltd ` Nil(` 22.42 Mn), K K Doshi & Co. ` Nil (` 231.75 Mn).

b Sales includes Sale to Copem & Shrenuj ` Nil (`220.82 Mn.), K K Doshi & Co ̀ Nil (`42.30 Mn) Kiara Jewellery Pvt Ltd ` Nil (` 69.46 Mn).Shrenuj Investments Finance Pvt. Ltd. ` 249.41 Mn(` Nil) Vishal S.Doshi `35.04 Mn (`Nil)

c Other Services Received includes Received from Kiara Jewellery Pvt Ltd ` Nil (` 6.04 Mn).

d Other Services Paid includes paid to Kiara Jewellery Pvt Ltd ` Nil (` 0.39 Mn), Prest Impex Pvt.Ltd.` Nil (` 1.20 Mn)


117www.shrenuj.com

e Interest Paid includes Paid to Shrenuj Investment & Finance Pvt. Ltd. ` 39.82 Mn.(` 77.69 Mn.),Prest Impex Pvt. Ltd. `18.92 Mn.(` 18.89 Mn.)

f Outstanding Receivable includes receivable from SWA Trading Co Ltd Rs Nil (` 3.35 Mn), Kiara Jewellery Pvt Ltd ` Nil (` 5.64 Mn), K K Doshi & Co ` Nil (` 13.55 Mn). Shrenuj Investments Finance Pvt. Ltd. ` 249.41 Mn(` Nil) Vishal S.Doshi `35.04 Mn (`Nil)

g Outstanding Payable includes Payable to Kiara Jewellery Pvt Ltd ` Nil (`8.51 Mn.), SWA Trading Ltd ` Nil(` 3.35 Mn), SHL Gems & Jewellery Limited ` Nil (`1.33 Mn).

h Guarantee includes Kiara Jewellery Pvt Ltd ` 187.41 Mn. (` 179.76 Mn.).

` in Million

3) Inter Corporate Deposits given Outstanding Outstanding

Balance Balance



Copem & Shrenuj 20.76 3.91

(3.91) (3.64)SWA Trading Ltd. 32.81 31.47

(31.47) (28.62)

` in Million

4) Unsecured Loans received Outstanding Outstanding

Balance Balance



Shrenuj Inv. & Finance Pvt. Ltd. 688.53 539.20

(539.20) (522.50)

Kirtilal K. Doshi 22.50 18.10

(18.40) (4.40)

Vishal S. Doshi 148.15 101.85

(101.85) (97.45)

Anuj K. Doshi 0.70 0.70

(0.70) (0.70)

Suman K. Doshi 22.00 15.40

(15.40) (10.90)

Shreyas K. Doshi 210.54 139.32

(139.32) (155.37)

Geeta S Doshi 27.96 1.00

(1.00) (1.00)

Prest Impex Pvt Ltd 232.50 231.00

(231.00) (230.30)

Shreyas K. Doshi H.U.F 0.80 -

(-) (-)



ii) Details relating to persons referred to in item 2 above (` In Million)

2014-2015 2013-2014

1 Remuneration to Directors(Details in Corporate governance report)

32.62 45.95

2 Interest payable to Director 21.19 19.52

3 Interest paid to relative (Mrs. Anjali P. Mehta) 0.16 0.16

4 Rent paid to Nihar N.Parikh 0.40 1.20

5 Sitting Fees paid to Non-Executive Director (Mrs.Geeta S. Doshi) 0.01 -



S. S. bakur



Directors



119www.shrenuj.com

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SHRENUJ & COMPANY LIMITEDCIN: L99999MH1982PLC026903

Registered Okce: C-405, Dharam Palace, 100-103,N. S. Patkar Marg, Mumbai 400 007

Tel No.: 022-66373500, Fax No.: 022 – 23632982Email: [email protected], Website: www.shrenuj.com,

FORM NO. MGT-12

POLLING PAPER[Pursuant to Section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies

(Management and Administration) Rules, 2014]

33RD ANNUAL GENERAL MEETING - 12TH AUGUST, 2015 AT 11.00 A.M.

Name of the Company Shrenuj & Company LimitedRegistered Osce C - 405, Dharam Palace, 100 -103, N. S. Patkar Marg,

Mumbai 400 007

BALLOT PAPER

Sr.No. Particulars Details

1. Name of the First Named Shareholder(In block letters)

2. Postal Address

3. Registered Folio No. / * Client ID No. (* Applicable to investors holding shares in dematerialized Form)

4. Class of Shares

I/We hereby exercise my/our vote(s) in respect of Ordinary / Special businesses enumerated below by recording my/our assent or dissent to the said Resolutions in the following manner i.e. by placing tick mark (√) in the appropriate box

Item No.

ResolutionsNo. of Shares I assent to the

resolutionI dissent to the

resolutionOrdinary Business:

1.Adoption of Standalone and Consolidated Financial Statements including Report of the Board and Auditors for the ?nancial year ended 31st March, 2015

2. Declaration of Final Dividend on Equity Shares

3.Appointment of Mr. Nihar N. Parikh (DIN :- 00001461), who retires by rotation and being eligible, oBers himself for re-appointment

4.Rati?cation of appointment of M/s Rajendra & Company, Chartered Accountants and Statutory Auditors of the Company.

Special Business:

5.Appointment of Mrs. Geeta Shreyas Doshi (DIN :- 02186436) as a Director of the Company

Place:

Date :

(Signature of the shareholder)

(* as per company records)

Note :

1. Kindly read the instructions before ?lling the form. Last date for the receipt of Ballot Papers by Scrutinizer is Tuesday, 11th August, 2015.

2. For e-voting, please refer the instructions under “E-voting Facility” in the Notice attached herewith.

INSTRUCTIONS

1. In terms of Clause 35B of the Listing Agreement, this Ballot Form is provided for the bene?t of members who do not have access to e-voting facility or who has not cast their vote through e-voting. me Ballot Paper can be deposited in the box to be made available at the venue during the AGM.

2. A member can opt for only one mode of voting i.e. either through e-voting or by ballot. If a member cast vote by both modes, then voting done through e-voting shall prevail and ballot shall be treated as invalid.

3. In case of shares held by companies, trusts, societies etc., the duly completed ballot form should be accompanied by a certi?ed true copy of Board Resolution/ Authority Letter.

4. Vote should be cast in case of each resolution, either in favour or against by putting the tick mark (√) in the column provided in the ballot.

5. A member need not cast all the votes in the same way.

6. Unsigned, incomplete, improperly or incorrectly tick marked ballot forms will be rejected.

7. Duly completed ballot form should be dispatched/ handed over to the Scrutinizer appointed by the Board of Directors of the Company viz. Mr. Hemanshu L. Kapadia (Membership No. 3477), Practicing Company Secretary at 3/12, 14th Floor, Navjivan Commercial Premises Co-op. Society Limited, Lamington Road, Mumbai – 400 008 for the said purpose.

8. me ballot paper should reach to the Scrutinizer by 5.00 p.m. on Tuesday, 11th August, 2015 and the ballot paper received aver the said date shall be strictly treated as if the reply from the member has not been received,

9. me Scrutinizer will collect the votes downloaded from e-voting system and votes cast through ballot to declare the ?nal result for each of the resolutions forming a part of the notice of the AGM.

10. me voting rights of Shareholders shall be in proportion to shares held by them in the paid up equity share capital of the Company as on 5th August, 2015 “cut oB date” and as per the register of members of the Company.

11. me Scrutinizer’s decision on the validity of a ballot form and any other related matter shall be ?nal.

12. me results declared along with the Scrutinizer’s report, shall be placed on the Company’s website www.shrenuj.com within three working days of the passing of the resolutions at the AGM of the Company on 12th August, 2015 and communicated to stock exchanges, where the shares of the Company are listed. me resolutions shall be deemed to be passed at the Annual General Meeting of the Company scheduled to be held on Wednesday, 12th August, 2015.

SHRENUJ & COMPANY LIMITEDCIN :- L99999MH1982PLC026903

Registered Okce: 405, Dharam Palace, 100-103, N. S. Patkar Marg, Mumbai 400 007Email ID: [email protected] Web Site: www.shrenuj.com

PROXY FORM[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

33RD ANNUAL GENERAL MEETING - 12TH AUGUST, 2015 AT 11.00 A.M.

NAME OF THE SHAREHOLDER __________________________________________________________________

ADDRESS OF SHAREHOLDER ____________________________________________________________________

EMAIL ID OF SHAREHOLDER ____________________________________________________________________

DP ID_____________________ CLIENT ID_____________________ FOLIO NO. _____________________

I/we being the member(s) of ___________ shares of Shrenuj & Company Ltd., hereby appoint:Name _____________________________________________ Address ______________________________________________________E-mail ID _____________________________________, Signature ____________________________ or failing him/herName _____________________________________________ Address ______________________________________________________ E-mail ID _____________________________________, Signature ____________________________ or failing him/herName _____________________________________________ Address ______________________________________________________E-mail ID _____________________________________, Signature ____________________________.as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 33rd Annual General Meeting (AGM) of the Company, to be held on Wednesday, 12th August, 2015 at 11.00 a.m. at Walchand Hirachand Hall, Lalji Naranji Memorial, Indian Merchants’ Chamber Building, Indian Merchants’ Chamber Marg, Churchgate, Mumbai – 400020 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

Resolutions For Against

1 Adoption of Standalone and Consolidated Financial Statements for the year ended 31st March, 2015

2 Declaration of Final Dividend on Equity Shares

3 Appointment of Mr. Nihar N. Parikh (DIN :- 00001461), who retires by rotation and being eligible, oBers himself for re-appointment

4 Rati?cation of appointment of M/s Rajendra & Company, Chartered Accountants and Statutory Auditors of the Company.

5 Appointment of Mrs. Geeta Shreyas Doshi (DIN :- 02186436) as a Director of the Company

Signed this on _______________ day of _____________, 2015.

Signature of Shareholder ______________________

Note:1. mis form of Proxy in order to be eBective should be duly completed and deposited at the Registered Okce of the Company, not less

than 48 Hours before the commencement of the Meeting.

2. A Proxy need not be a member of the Company.

3. For Resolutions and explanatory statement, please refer Notice of 33rd AGM.

4. A person can act as a proxy on behalf of members not exceeding ?vy and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. A member holding more than 10% of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder.

5. It is optional to put a ‘X’ in the appropriate column against resolutions indicated in Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

6. In case of Joint holders, the signature of any one holder will be sukcient, but names of all the joint holders should be stated.

7. Appointing proxy does not prevent a member from attending the meeting in person if he/she so wishes.

Akx

` 1/-

Revenue

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