annual report - tara jewels€¦ · 2 tara jewels limited we are focusing on advanced...

REPORTANNUAL

2013-14

TARA JEWELS LIMITED

Forward-looking statement

In this Annual Report, we have disclosed forward-looking information to enable investors to comprehend our prospects and take

investment decisions. This report and other statements - written and oral – that we periodically make contain forward-looking

statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to

identify such statements by using words such as ‘anticipate’, ‘estimate’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words

of similar substance in connection with any discussion of future performance. We cannot guarantee that these forward-looking

statements will be realised, although we believe we have been prudent in assumptions. The achievements of results are subject

to risks, uncertainties, and even inaccurate assumptions. Should known or unknown risks or uncertainties materialise, or should

underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated, or projected.

Readers should keep this in mind. We undertake no obligation to publicly update any forward-looking statements, whether as a

result of new information, future events or otherwise.

CORP ORATE REVIEW

CONTENTS04 Glittering Journey of A Global Brand

10 Generating Sustainable Value

12 Right Steps Forward

14 Message from the Chairman

16 Exclusive Brands

18 Innovation Opens New Frontiers

20 Differentiated Growth

24 Marrying Technology With Top-Notch Expertise

26 Transparency That Evokes Trust

28 Board of Directors

30 Leadership Team

31 Corporate Information

33 Statutory Reports

65 Financial Statements

CORPO

RATE REVIEW

TARA JEWELS LIMITED2

We are focusing on advanced competitiveness by partnering with international retailers and penetrating into unexplored markets.

Our robust business model is powered by cutting-edge technologies, improved processes and strong manufacturing capabilities.

These are our critical assets, which coupled with robust governance and seamless operations help us move ahead.

As global economies are seeing gradual recovery and consumer and investor sentiments are becoming positive, we are geared to making the most of the optimism that we see around us.

WE ARE PROVIDING AN ATTRACTIVE VALUE PROPOSITION TO CUSTOMERS AND STAKEHOLDERS GLOBALLY.

ANNUAL REPORT 2013-14 3


We decided to enter the jewellery retail space in India in 2008. Our first retail showroom under the brand name Tara Jewellers opened in November 2010. Since then, we have had a fruitful journey; we have 37 company owned/operated retail stores across 33 Indian cities. Tara Jewellers’ hallmark is its passion for design excellence, technological expertise and innovative spirit.

We see ourselves as a friend, philosopher and guide to customers in the art and indulgence of jewellery buying. With international expertise, combined with our desire to redefine the Indian consumer’s jewellery shopping experience, we’ve set out to do just that!

At Tara, we have helped enrich the time-honoured business of jewellery-making and retailing with our contemporary ideas. With new ideas and advanced manufacturing capabilities, we are building a futuristic business model globally.

In India, we sell through our retail brand ‘Tara Jewellers’. Internationally, we have collaborated with various large retail chains and well-known designers.

*Source: GJEPC award for being the second highest exporter in the category of studded precious metal jewellery exports in EOU/EPZ in India for 2006-07, 2007-08 and 2008-09.

GLITTERING JOURNEY OF A GLOBAL BRANDTARA JEWELS LTD. WAS INCORPORATED IN 2001, AND IS ONE OF INDIA’S LARGEST EXPORTERS OF STUDDED JEWELLERY*. EVER SINCE INCEPTION, WE HAVE ESTABLISHED A GLOBAL FOOTPRINT WITH MANUFACTURING UNITS IN INDIA AND CHINA AND SALES/DISTRIBUTION OFFICES IN THE US, AUSTRALIA AND EUROPE.

Twice recognised (in 2005 and 2007) as the ‘Global Supplier of the year’ from Walmart.

18+ YEARSEXPERIENCE IN JEWELLERY INDUSTRY

51,000+ DESIGNS CATERING TO DIVERSE PREFERENCES

20COUNTRIES ARE CATERED TO ACROSS FIVE CONTINENTS

8OFFICES ACROSS THE GLOBE

OUR 39+ DESIGNERS AND 1,000+ CRAFTSMEN HELP DRIVE OUR VALUE PROPOSITION.


Consultation tablesConsultation tables in our showrooms allow each customer to have the undivided attention of our sales staff. Customers can learn of various schemes, get personalised services and make an informed purchase decision.

Browse wallJewellery pieces are displayed vertically on browse walls within each showroom. It allows a customer to scan through different options available within each category at a glance. It thus reduces the back and forth movement of a salesperson in a conventional store and thus seeks to enhance the jewellery purchase experience.

Our five CsDiamond jewellery purchase is no longer limited to the 4 Cs of Carat, Cut, Clarity and Colour. Here’s the 5th C – Certification. Tara provides external certification – from renowned international gem labs like Independent Gemological Laboratories (IGL) and Gem Scan Laboratories (GSL) for diamond jewellery. In the same vein, all gold jewellery at Tara is hallmarked for gold purity.

The Open WorkshopThe Open Workshop enables clients to see the intricacies and efforts that go into jewellery craftsmanship. We also allow our customers to observe any changes or repairs with utmost transparency.

The Education WallThe Education wall is dedicated to help customers understand the finer points of diamonds. Various technical aspects such as the 5 Cs, diamond quality ratings and more, are explained to guide the customer towards a purchase decision.

Carat, Cut, Clarity, Colour and Certification

OUR SERVICESAt Tara, each jewellery purchase is the beginning of a life-long relationship with our customers. As relationships go – it requires nurturing, trust and constant commitment.

PLETHORA OF EXCLUSIVE SERVICES

Ultimate CustomisationWe, at Tara manufacture our jewellery ourselves, and our customers can be a part of the experience. We even allow our customers to be present at the personalisation process wherein they can choose from over 51,000 designs available in the Tara Jewels design inventory and enjoy the unique process of viewing the wax settings and see the making of their precious possession. The wax settings help customers to touch and feel the piece before placing their final order. We also offer to customise jewellery to the nature of local Indian festivals like Rakshabandhan, Ganesh Chaturthi and Diwali.

8+TIE-UPS WITH PROMINENT INTERNATIONAL RETAIL CHAINS

1,700EMPLOYEE STRENGTH CATERING TO INDIAN AND GLOBAL CUSTOMER DEMANDS

6BRANDS PROMOTED INTERNATIONALLY

Recycling of JewelleryJewellery that you no longer wear doesn’t need to be relegated to the bottom of your jewellery box any-more. We can help you refresh your collection. Customers can have their jewellery weighed and melted down to create entirely new pieces with beauti-ful new designs.

Customised JewelleryJewellery at Tara can also be made-to-order. Customers can design their own, unique piece and watch us create it according to their budget and taste! Our trained staff offers complimentary cleaning and polishing of jewellery so that it looks sparkling new.


Punjab

Delhi

Uttar Pradesh

Chhattisgarh

Gujarat

Goa

Maharashtra

MP

Uttarakhand

Rajasthan

Purity TestingGold Purity check is done for free in our showrooms. Jewellery buying can be a major investment and testing its purity is crucial for anyone involved in buying or selling gold.

In-store designThere’s a reason behind setting up company-operated stores; it helps to ensure a well-thought-out, smooth and simply unforgettable jewellery shopping experience. Our stores have been designed by international design consultancy, Fitch. Set up in inviting royal shades of purple, the store décor is in sync with bold displays and is adorned with contemporary furniture.

Enhancing customer knowledge We have made the diamond jewellery purchase process transparentby hiring experienced and trained jewellery consultants to explain the authenticity of the diamonds, provid-ing complete break-up of the jewellery purchase process and introducing buy-back and exchange programmes. We believe these measures, coupled with customer education programmes, will boost customer’s confidence, resulting into higher sales.

Operational Showrooms

OPERATIONAL SHOWROOMS

37

QUALITY CERTIFICATIONS DIAMONDS: INDEPENDENT GEMOLOGICAL LABORATORIES (IGL) AND GEM SCAN LABORATORIES (GSL)

SOLITAIRE: INTERNATIONAL GEMOLOGICAL INSTITUTE (IGI)

GOLD: THIRD PARTY-CERTIFICATION THROUGH BUREAU OF INDIAN STANDARDS (BIS) FOR GOLD JEWELLERY

PRESENCE IN THE VALUE CHAIN We export diamond studded jewellery or gems studded jewellery to large global retailers (Walmart, JC Penney, Signet and Sterling among others). Moreover, we have various collaborative branding efforts including Fine Jewellery from Monique Lhuillier, Michael Beaudry and Zac Posen.

This is a differentiated approach, which reflects our business strength.

We have collaborated with many of the world’s largest retailers to penetrate into key international jewellery markets. We aim to capture these

markets through various partnerships and co-branding initiatives that ensure increased brand recognition and repeat orders. These collaborations and partnerships have been strongly driven by a proven track record with all major retailers internationally. Our long-term relationships with customers have been nurtured through timely delivery of quality products and technical expertise.

COUNTRIES CATERED TO

ACROSS FIVE CONTINENTS

20+


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

ON THE GLOBAL STAGECATERS TO RETAILERS ACROSS THE US, UK, EUROPEAN UNION (12 COUNTRIES IN EU INCLUDING AUSTRIA AND SWITZERLAND), AUSTRALIA, CHINA, SOUTH AFRICA, UAE AND CANADA

Los AngelesUSA

New York USA

GenevaSwitzerland

MumbaiIndia

Pan YuChina

Hong Kong China

Sydney Australia

Dallas USA

GEMS & JEWELLERY VALUE ADDITION LADDER

Rough Diamonds

Polished Diamonds

Job Work

Jewelley

BrandedJewelley

High-endJewelley

Majority Indian Exporters Presence at TARA


KEY BRAND COLLABORATIONS AND SOLE DISTRIBUTION LICENSESTARA HAS ENTERED INTO CO-BRANDING INITIATIVES WITH VARIOUS RETAILERS AND LEADING DESIGNERS GLOBALLY.

We have collaborated with renowned bridal designer Monique Lhuillier to bring her sophisticated sense of international chic jewellery to a leading online jeweller

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

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

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

MONIQUE LHUILLIER FACETS – MICHAEL BEAUDRY ZAC POSEN

We have also partnered / sole distribution license with Zac Posen, one of the leading American fashion brands.


GLOBAL RETAIL CUSTOMERS

American Swiss: Leading Jeweller in South Africa

Blue Nile: No. 1 Online Specialty Retailer of Jewellery

Christ Uhren und Schmuck: Largest chain of jewellers in Switzerland

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

Helzberg: Speciality Retailer of Fine Diamond Jewellery

H Samuels: No. 1 Specialty Jeweller in the UK

Jared: No. 1 Off-mall Destination Jeweller in the US

JC Penney: One of the biggest Mid-range Department Store in the US

Kay: No. 1 Specialty Jeweller in the US

Sterns: Leading Regional Departmental Store in South Africa

Walmart: Largest Retailer in the World

Zales: Specialty Retail jewellery chain in the US


GENERATINGSUSTAINABLE VALUE

CAGR 10.08% CAGR 9.39%

PAT ` MN

TOTAL REVENUE ` MN

EARNING PER SHARE `

(Basic)

EBITDA ` MN

EARNING PER SHARE `

(Diluted)

11-12 12-13 13-14

737

50453

9

11-12 12-13 13-14

16,3

55

16,9

54

13,9

91

11-12 12-13 13-14

35.8

1

20.4

8

29.9

4

11-12 12-13 13-14

35.7

3

20.4

8

29.8

4

11-12 12-13 13-14

1,53

7

1,57

6

1,31

7


CAGR 19.25%

INCOME MIX % REGION WISE EXPORTS %

RoCE = EBIT / Average Capital Employed

BOOK VALUE PER SHARE ` EBITDA MARGIN (%) ROCE (%)

11-12 12-13 13-14

201 21

9

154

11-12 12-13 13-14

9.40

9.299.41

11-12 12-13 13-14

20

16

22

EXPORT 86DOMESTIC 14

USA 47CHINA (Including Hong Kong) 37UAE 4UK + EUROPE 5OTHERS (Australia, South Africa, Austria) 7


20002001

2002

2003

2005

2006

2007

2008

Implemented SAP

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

100% integration of operations into SAP

M Fabrikant becomes a strategic investor in Tara Jewels

Invention of turntable technology to maximise productivity

Origination of key manufacturing technology for invisible-setting

Acquired the go-forward business of M Fabrikant

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

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

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

Launched India retail with 3 showrooms

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

RIGHT STEPSFORWARD


2013

2014

2012

2011

2009 Added 2 more retail showrooms in India

Launched labels - Facets of Love and Candy Hearts with H Samuel, part of the Signet Group, UK

Launched Walmart’s co-branded fashion initiative Heart2Heart

Tara appointed as member of SEEPZ Authority Cell governed by the Ministry of Commerce

2010 Added 26 retail stores in India

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

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

Forayed into the Russia market

Nominated for Regional Retail Chain of the Year

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

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

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

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

Co-branded Bridal Programme with Monique Lhuillier

30th showroom added at GK1, Delhi

Best Store Design of the year at the Economic Times Retail Awards

Luxury Retailer of the year at the Star Retailer Awards 2013

Co-branded Bridal and Fashion Jewellery with Zac Posen and Michael Beaudry


We are building a simple, scalable business model around the world, which can fast leverage opportunities in a dynamic industry landscape. We have also taken a conscious decision to re-strategise our domestic retail business to strengthen our future preparedness in a rapidly transforming and aspirational society like India.

With growing limitation on gold imports and its corresponding price decline, we have shifted our focus on studded diamond jewellery in India. We are also planning our expansion across small cities and towns, where rising affordability and aspirations are creating market traction.

During 2013-14, our consolidated revenues grew by 7% year-on-year (y-o-y) to ` 16,767 million in which exports accounted for ` 14,444 million

MESSAGE FROMTHE CHAIRMAN

and the balance (` 2,323 million) was contributed by domestic business. Our EBITDA stood at ` 1,570 million, at an EBITDA margin of 9%. Our Net Profit stood at ` 504 million at PAT margin of 3.0%.

We are now focusing on an asset-light franchise as well as Shop in Shop model in India, which will be rolled out in the coming few months. We undertook some key measures during the year, which shall further strengthen our abilities. We relocated or closed our retail outlets that were less profitable. Besides, we plan to open small format stores with limited inventory and lower operating costs.

India’s recent regulatory reforms will allow us to import gold on a consignment basis (after meeting the export requirements) as we are a nominated

Dear Shareholders,

I am delighted to present our second annual report following the initial public offer (IPO), which has helped us reach more stakeholders. It has helped our investors understand better our capabilities and the competitive edge that makes us successful. Despite macro-economic challenges, we are consistently focused on strengthening our global brand, blending top-tier technology with wonderful craftsmanship.


agency by the DGFT as Star Trading House. While this works to our advantage, we would focus more on high-margin products (like diamond, kundan and make-to-order jewellery) and reduce the sale of vanilla gold jewellery. Besides, we will be focusing on lowering inventory, rationalising operating cost and growing brand visibility.

Although our domestic business faced challenges, our international business continued to gain momentum with new customers, geographies, stock keeping units (SKUs) and brands. Consumer demand is escalating across the US, China and Australia. Our global brands continue to widen our customer base through online retailing, departmental store, television shopping networks and discount chain stores. The result is a growing order book (` 5160 million as on March 2014).

While we evaluate our international prospects, our core market (the US) continues to grow with healthy diamond sales. Both rough and polished diamond prices have recovered from the lows of 2008 levels. With increasing jewellery manufacturing and expanding retail chains, the market for diamonds is likely to grow significantly.

Going forward, we shall continue to expand our portfolio of branded products globally with focus on advanced technology, better teamwork and world-class craftsmanship. In India, we

WE ARE NOW FOCUSING ON AN ASSET-LIGHT FRANCHISE AS WELL AS SHOP IN SHOP MODEL IN INDIA, WHICH WILL BE ROLLED OUT IN THE COMING FEW MONTHS.

` 16,767 millionREVENUE IN 2013-14

will strengthen our re-strategised retail format to reach more customers and create more value.

On behalf of the Board of Directors, I take this opportunity to thank all stakeholders and the entire family of Tara Jewels, whose encouragement and support have made our journey exciting and eventful.

Best WishesRajeev ShethChairman and Managing Director


EXCLUSIVEBRANDSEXQUISITE COLLECTIONS FOR THE INDIAN MARKET

ANNUAL REPORT 2013-14 17ANNUAL REPORT 2013-14 17


INNOVATIONOPENS NEW FRONTIERS

WE BELIEVE CONSISTENT INNOVATION PAVES THE WAY FOR ENDURING CUSTOMER RELATIONSHIPS AND LONG-TERM RETURNS TO STAKEHOLDERS.


WE TRY TO INTRODUCE REFRESHING INNOVATIONS THROUGH OUR PRODUCTS. OUR APPROACH IS TO ALIGN OUR OFFERINGS WITH THE CHANGING REQUIREMENTS OF OUR CUSTOMERS, WHICH INCLUDE SEVERAL GLOBAL RETAIL CHAINS. THE RESULT IS VARIOUS COLLABORATIVE BRANDING EFFORTS.

` 5,160 million Confirmed order book as on March 31, 2014

Net Profit as on March 31, 2014

` 504 million


DIFFERENTIATEDGROWTH

We have been consistently creating value for diverse customers in the global space and thus reinforcing our presence in the international markets. Being in this industry for the past two decades, we have been successful in catering to the evolving aspirations of people across the globe, strengthening our international credibility further. To cater to the stronger demand in India, we focus on enhancing our retail segment gradually by creating a footprint on a pan-India basis. Despite economic uncertainties, we are witnessing a steady growth owing to higher volumes and operational efficiency. We look forward to a stronger growth this year with a better performance by international and retail businesses in India.


INTERNATIONAL BUSINESS

Tara Jewels exports diamond-studded or gems-studded jewellery to large global retailers. Our long-standing relationships with large global retailers like Walmart, JC Penney, Signet and Sterling among others is a testament to our high quality products, timely delivery and technical expertise. What differentiates us from other exporters is our ability to identify and offer products based on varying customer preferences and aspirations.

In the International business segment, the US and Chinese markets contribute the most to overall export revenues. Now with the US showing vital signs of recovery and China’s growth better than other developed parts of the world, we believe the worst is behind us and the coming fiscal will see gradual increase in business and demand sentiments.

Our business approach in key international markets has been

to enter into strategic partnerships and co-

branding initiatives that ensure increased brand recognition and

repeat orders. As a part of our strategy to strengthen our position in the existing geographies, we will target departmental stores, discount chain stores, fine jewellers and TV shopping networks. This will help us expand our overall retail footprint and also diversify our customer base, therefore reducing further systemic risk.

Historically, the second quarter of a year sees a lot of repeat orders from international customers, due to upcoming festivities, which mark the start of the season for us. For our industry, the Diamond Accent Jewellery order is the

key volume driver, which is placed only for special occasions and lot of money is spent by retailers.

We have secured two of the largest US Retailers Diamond Accent Jewellery orders in the second quarter of 2014. For these, Tara has produced more than 4,00,000 units in the three months after this, which will drive the initial sales of around $12 million at the retail level without considering repeat orders.

The strength of Tara Jewels lies in delivering high quality products in a timely fashion, while managing economies of scale. This has helped us over the years to meet high quantity demands from customers.

LICENSING DEALSIn the last few months we have made significant inroads in terms of signing licensing agreements. In this regard, we have entered into a jewellery licensing deal with leading bridal gown designer Monique Lhullier.

Tara Jewels is a nominated agency, which can import gold directly. Under the new regulation, the nominees need to ensure that at least 20% of the gold imported needs to be exported. Given 80% of the revenues are derived from exports this recent development helps Tara Jewels, as it can import gold for its domestic business.


Another new jewellery licensing deal has been signed with California-based master diamond cutter Michael Beaudry. He has over 25 years of experience in the industry, making one-of-a-kind hand crafted and platinum jewellery for the glitterati who visit his Beverly Hills flagship store. Tara is in the process of production of an exclusive line, under his name, and his design for a large jewellery retailer.

This year we have conceptualised two solitaire heads for which patents have been filed in the US and they have been appreciated by the retailers as well. Of these two, one is already in the process of being rolled out by a leading jewellery retail chain.

These developments reinforce our position as a leader in the international market which is a testament to our innovative products and designs, superior technology and on-time delivery.

In addition to being a solid manufacturer, we are also being recognised as a rising branding and licensing house which is paving the way for new customer acquisitions.

RETAIL BUSINESSThe Indian consumer’s preferences have been changing in the previous decade in line with the changing dynamics of the jewellery, which has seen a shift from the unorganised sector to the organised sector. Keeping this in mind and to cater to our target audience, we at Tara aim to enhance our retail space on a pan-India basis. Our strategy will be focused on developing retail footprint in the West, Central and North India and then subsequently moving to the rest of the country.

Our retail store outlay is based on a unique and small full-service format, which has in-store workshop and browse-wall display. Tara Jewels has incorporated the best practices of international retail,


which has helped rationalise the operating cost by lowering the inventory carrying costs and staff costs due to absence of desk inventory, real time RFID inventory management system and spectroscopic karatmeters.

We see this as a stepping stone in our endeavour to become a pan India player, which is seeing a shift from the unorganised to organised industry. With a clear intent of redefining the way jewellery is purchased in India, we, at Tara, continue with our intent of creating and delivering value.

Further, we have re-strategised the Indian retail business to adapt to the current regulatory environment.

We look forward to expand our retail footprint through shop-in-shop model and will explore options of asset-light franchise model. It will help us in terms of a faster turnaround and expansion with lesser capital allocation.

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

RE-STRATEGISING THE RETAIL BUSINESS

STORE PROFITABILITY PRODUCT MIX

Operational Relocate/Closure of less-profitable stores

Widen Presence in Tier II-V Cities

Streamline the Store Operations and Manage the unit Economics

Focus on High Margin Products

- Diamond Jewellery, Kundan Jewellery and Made-to-Order Jewellery

Reduce the Sale of Plain Gold Jewellery

Strategic Achieve Faster Expansion & Better Returns

Expand the brand more rapidly

Streamline the Store Operations and Manage the Unit Economics

Lower Inventory RequirementCaptures footfalls of Malls/large Stores Limited Operating Costs – benefits from store advertising and promotions, Lower Staffing Cost etc.

Asset-Light Franchise Model Shop-in-shop


MARRYING TECHNOLOGYWITH TOP-NOTCH EXPERTISE

At Tara, we undertake time-critical initiatives to remain at the forefront of technological change and innovation. We are one of the world’s few manufacturers with an indigenously developed manufacturing capability in precision-oriented jewellery.

Our Wax Setting Technique used in 1992 by Chairman and Managing Director Rajeev Sheth has rendered possible the production of complex designs on a large scale. This technology has been adopted the world over, contributing to the growth of the global jewellery industry.

Our technology (application pending for patent), The Princess Invisible Plate Setting in Wax, provided a much awaited solution to secure the Invisible Set Princess diamonds. This considerably built up consumer confidence and an exponential increase in the business of Invisible Plate Setting.

Market dynamics soon caused a huge shift towards the use of silver. Tara was

one of the first manufacturing facilities in India that could do all types of plating on a commercial scale, which proved to be a clear advantage.

The latest from Tara is an indigenously developed compounded alloy that is expected to take the jewellery world by storm. This will help retailers to tap into the ‘higher perceived value market’.

Our state-of-the-art technologies, advanced processes, best-in-class equipment and top-notch expertise strengthen our brand recall and respect.

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

Improved wax setting technology;

Using robotics technology to set stone in studs;

Accessing advanced plating technology, which allows various types of plating on silver; laser technology for stamping and quality testing purposes; and laser soldering machines for assembly

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

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


The invisible plate setting technique helps to:

Achieve the perfect diamond level, irrespective of the relevant cut;

Avoid missing diamonds and breakage;

Save time of setting invisible stones;

Avoid gold reflection completely;

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

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

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

Exceed industry standards significantly

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


TRANSPARENCY THAT EVOKES TRUST

TARA JEWELS LIMITED26 TARA JEWELS LIMITED26


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

Sourcing: We offer guarantees that all diamonds are compliant to Kimberley Process. We support the process fully and ensure that all our diamond suppliers comply with it. Our diamonds are sourced from top-30 multinational vendors.

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

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

Trust is the most important precondition in a long-lasting relationship in business as in life. Brands that are transparent and ethical are now trusted by customers. At Tara, our transparency extends from products to corporate governance.

Our products are not only hallmarked, but certified by qualified international laboratories. Our corporate philosophy also supports transparent and seamless operations.



8

BOARDOF DIRECTORS

31 2

5

4

7

1. MR. RAJEEV SHETHPromoter, Chairman and Managing Director

EXPERIENCE First generation entrepreneur with over

32 years of jewellery manufacturing and retail experience

Certified gemologist from Gemological Institute of America, USA and bench jeweller trained in USA and Japan who practised this art for 9 years

JOURNEY Began his career by promoting Rose

International - a high-end jewellery boutique in 1981 which is now a major player in India and Middle-East in high–end watches, jewellery and precious stones.

Set-up one of India’s first diamond jewellery retail chains currently known as Orra

Introduced concepts like flexible manufacturing units and turntable technology

AWARDS Received award for the largest exporter

for 13 years running

Instrumental in building 14 jewellery factories till date

2. VIKRAM RAIZADAExecutive Director & CEO (Retail)

EXPERIENCE Rich Marketing and Advertising

experience spanning over 23 years across the fields of Lifestyle, Consumer, Fashion, Jewellery and Media fields

Educated in Marketing at the University of Southern Queensland, Australia

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

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

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

Gained experience in the fashion business as Head of Fashion with IMG.

Managed the Lakme Fashion Week platform

AWARDSWon numerous creative and strategy awards for design, communication and marketing.

3. MS. NALINI RAJANDirector - Finance

RESPONSIBILITIES Responsible for planning and control of

the finance function

EXPERIENCE Approximately 22 years of experience

in the field of finance, out of which 15 years have been in the jewellery industry

EDUCATION Commerce graduate from Mumbai

University

Associate member of the Institute of Chartered Accountants of India

4. MR. SANDRO BRODBECKNon-executive Non-Independent Director

EXPERIENCE 16 years of experience in the premium

consumer goods, consulting, energy and natural resources industries

Currently works in Swarovski’s consumer goods Business as Vice President Jewellery Business Development

6


5. MR. FRANCOIS ARPELSNon-executive Independent Director

EXPERIENCE Managing Director of the Branded

Luxury & Consumer Goods practice of international investment Bank Bryan Garnier & Co.

Started career 26 years ago as a shareholder and member of the Executive Committee of Van Cleef & Arpels

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

6. MS. FERN MALLISNon-executive Independent Director

EXPERIENCE More than four decades of experience

in architecture, design and fashion

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

EDUCATIONHolds a Degree in Fine Arts, University of Buffalo

8. MR. SHANTI SAROOP KHINDRIANon-executive Independent Director

EXPERIENCE About three decades of experience in

the legal profession.

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

Founded Lexindia- a Law Firm with Global Presence

EDUCATION

Holds a graduate Degree in Law, Kent University

9. MR. RAKESH KALRANon-executive Independent Director

EXPERIENCE32 years of Experience in the automobile Industry

Ex-Managing Director of Mahindra Navistar Automotives Limited.

EDUCATIONGraduate Degree in Mechanical Engineering, BITS Pilani

10. MR. NIKHIL VAIDYANon-executive Independent Director

EXPERIENCE 26 years of experience in Tac and

Compliance Prior industry experience with Bennett Coleman Co & Cable Corporation of India

Ex-Managing Director of Mahindra Navistar Automotives Limited.

EDUCATION Qualified Chartered Accountant, ICAI

Bachelors Degree in Commerce, University of Mumbai

11. MR. SANJAY SETHIMr. Sethi joined Tara as an Executive Director Finance w.e.f. 1st July 2014, in place of Ms. Nalini Rajan

RESPONSIBILITIES Responsible for overall planning and

control of finance function

EXPERIENCE More than 24 years in various sectors

including Automobile, Energy and Telecom in India and abroad

EDUCATION

Qualified Chartered Accountant, Cost Accountant

Post Graduate from Delhi School of Economics

11

EDUCATION Masters Degree in Environmental

Engineering from the Swiss Federal Institute of Technology in Zürich, Switzerland

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

7. MR. RAJIV LOCHAN JAINNon-executive Independent Director

EXPERIENCE 37 years of experience in FMCG,

Chemicals & Finance

Formerly Managing Director of ICI (India)

EDUCATION

MBA from the Whittemore School of Business and Economics

Degree in Chemical Engineering IIT (Kharagpur)

9 10


LEADERSHIPTEAM

MS. AARTI SHETH General Manager - Strategy and Business Development

RESPONSIBILITIESOversees the strategic alliances and new business development for, institutional and retail clients in the United States of America

EXPERIENCEApproximately 8 years of experience in the jewellery business

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

MR. MATTHEW FORTGANGPresident - Sales at Fabrikant Tara

RESPONSIBILITIESResponsible for sales, merchandising and customer relations

EXPERIENCEOver 27 years of experience in the jewellery business

EDUCATIONBachelor of Arts degree from the San Francisco State University

MR. RAVINDRAN M. P.Chief Operating Officer

RESPONSIBILITIESOverall in charge of customer care, trading and outsourcing operations of our Company.

EXPERIENCEApproximately 23 years of experience in the areas of jewellery and engineering.

EDUCATIONPost graduate degree in Computer Science and Masters in Business Administration in Systems Management from Mumbai University.

MR. LEONARD MEYERPresident - Sales (South Africa, Australia and United Kingdom Regions)

RESPONSIBILITIESResponsible for sales and marketing in the Australasian, United Kingdom and South African markets

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

EDUCATIONHonors degree in economics from University of Cape Town, South Africa

MR. JEFFREY SHLAKMANPresident - Merchandising and Product

RESPONSIBILITIES Responsible for providing creative

direction to design and merchandising team

Direct sales responsibilities

EXPERIENCE32 years of experience in diamond and jewellery manufacturing business

EDUCATIONDegree in architecture and graduated from The Cooper Union

MR. ALEXANDRE OLIVEVice President - Sales & Business Development (Europe and Middle East)

RESPONSIBILITIESResponsible for the Business Development of Tara in Europe involving sales, branding, brand launches & acquisitions and partnering with major players

EDUCATIONBachelors of Science degrees in International Business and Marketing

EXPERIENCEStrong 15-year track-record with a global experience in brand building, reorganising, developing, and managing international sales of famous high-end watch and jewellery brands


CORPORATE INFORMATION

BOARD OF DIRECTORS Mr. Rajeev Sheth Mr. Rakesh KalraMr. Vikram Raizada Mr. Shanti Saroop KhindriaMs. Nalini Rajan Mr. Sandro BrodbeckMs. Fern Mallis Mr. Francois ArpelsMr. Nikkhil Vaidya Mr. Sanjay SethiMr. Rajiv Lochan Jain

COMPANY SECRETARY & COMPLIANCE OFFICER

Ms. Jayshree Soni

STATUTORY AUDITORS M/s. C. B. Chhajed & Co., Chartered AccountantsDGP House, Ground Floor,88-C, Old Prabhadevi Road,Mumbai – 400 025

REGISTRAR AND SHARE TRANSFER AGENTS

Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West),Mumbai – 400 078

PRINCIPAL BANKERS State Bank of India Axis BankPunjab National Bank IDBI BankUnion Bank of India Exim BankState Bank of Patiala Corporation BankCentral Bank of India Canara BankBank of India Vijaya Bank

REGISTERED OFFICE Plot No. 122, 15th Road, Near IDBI Bank, MIDC, Andheri (East), Mumbai – 400093

CORPORATE OFFICE Plot No. 29 (P) & 30 (P), Sub Plot A, SEEPZ-SEZ, Andheri (East), Mumbai – 400096

WEBSITE www.tarajewels.in

PLANTS Plot No. 29 (P) & 30 (P), Sub Plot A, SEEPZ-SEZ, Andheri (East), Mumbai – 400096

Plot No. 122, 15th Road, Near IDBI Bank, MIDC, Andheri (East), Mumbai – 400093

Unit No. GJ-7, SDF VII, SEEPZ SEZ, Andheri (East), Mumbai – 400096

STATU TORY REPORTS

34 Management Discussion and Analysis

40 Directors’ Report

48 Corporate Governance Report

STATUTO

RY REPORTS


STATUTORY REPORTS

MANAGEMENT DISCUSSION AND ANALYSIS

GLOBAL ECONOMYIt has been more than five years since the recession in 2008, and it has been a difficult and slow recovery for most of the countries in the globe. The high income economies are steadily gaining momentum. The three major high-income regions – the US, Euro Area and Japan, are indicating that private spending is beginning to increase, helped by improvements in job markets. In the Euro Area and the US, significant easing in the pace of fiscal consolidation is contributing to the pickup in demand as well keeping the business confidence high.

Overall economic activity was on the slower side in the developing countries in 2013, which continued in early 2014. The annualised pace of industrial production grew on an average of 7.6 percent between 2000 and 2013. (Source: World Bank)

Developing country activity is strengtheningbut at a modest pace %

Industrial production, % 3m/3m seer

15 –

20 –

5 –

0 –

-5 –

-10 –Apr ‘12 Jul ‘12 Oct ‘12 Jan ‘13 Apr ‘13 Apr ‘13 Oct ‘13 Jan ‘14 Apr ‘14

Dev ex India and China

India

China

Source: World Bank, Market Economics.

INDIAN ECONOMYThe clogging of domestic policies, high inflation, lower private consumption and lack of industrial output were some of the reasons that caused the country to post a sub 5% growth rate in 2013-14. The new central government at the helm however seems to have given rise to expectations of higher growth in current fiscal. There are expectations that the fiscal deficit will be reduced, investments in stalled projects will pick up, industrial output will

improve and the positive policy framework will get even better resulting in sustainable recovery.

GEMS AND JEWELLERY SECTORGlobal overviewThe year 2013 had witnessed an adverse impact on the gem and jewellery sector, particularly gold, with its prices taking a beating. The interest in gold again gained traction during the year, when consumers from India and Asia increased their imports.. The retail sales of jewellery improved in US during 2013 compared to 2012. The improved trend continued till the end of 2013. Countries like Hongkong and China are also likely to maintain their demand levels. (Source: India Ratings and Research, 2014)

US Gems & Jewellery Demand Drivers(Index)

170 –

150 –

130 –

110 –

90 –

70 –

50 –

30 –

Source: Bloomberg, India Export, RBI.

Mar 10 Mar 11 Mar 12 Mar 13 Dec 13Mar 08=100 Mar 09

USA disposable Income US jewellery; sales US consumer confidence Index

The new central government at the helm however seems to have given rise to expectations of higher growth in current fiscal.


Diamond Industry

The industry has been volatile to say the least post the financial crisis of 2008. Prices fell in 2008 and 2009 and rose subsequently in 2010 and 2011. Globally, the diamond market’s high growth in the key developing markets of China and India moderated in 2013, amidst an economic slowdown. The sales in Europe suffered because of continuing economic uncertainty, while the diamond sales in the US and Japan (the largest and third-largest diamond markets in the world) rose on the strength of accelerating GDP growth.

Gold Industry

The gold demand softened noticeably over the year to December 2013, falling approximately by 15%, averaging a 3.7% decline over 2012 and the largest decline since early 2010. The contraction in gold demand was driven by weakness in investment (in the form of exchange traded funds). In contrast, physical demand (particularly jewellery demand) was aggressive, supported by lower prices over the year. Lower prices helped to trigger stronger physical demand in Asian and the Middle Eastern markets, with the western markets also capitalising on the low prices.

The market size of the domestic Gems and Jewellery industry was estimated at ` 251,000 crore in 2013, with a potential to grow to ` 500,000 – 530,000 crore by 2018.

Gold - Bars and coins

Others - jewellery

Silver - jewellery

Diamonds - jewellery

Gold - jewellery

Growth outlook for gems and jewellery and gold bars and coins demand (` ‘000 Cr)

206

2010

14319

34

36

2008

56

1

5

109

77

19

8311074

2006

2

530-560

2016E

320-330

50-5510-1510

140-150

324

2012

194

328685

500-

530

680-720

2018E

410-425

65-70

10-15

180-190

15-20

46

18

2

64

2005

7

Source: World Gold Council, GFMS


STATUTORY REPORTS


Growth drivers

Customer Preference: Changing consumer taste towards branded and international jewellery will enhance the growth of branded jewellery manufacturers

Increasing Women Workforce: More and more women have started working in India. This has empowered them to make purchases of their own choice. Jewellery being their undying love, they will purchase more of it.

Exports: Initiatives undertaken to improve infrastructure, innovation, and skill would lead to greater competitiveness in the export market.

Easy financing options: Easy accessibility and higher flexibility in financing will help the industry increase credit penetration. The industry also needs a strong credit rating and repayment track record for the gold-related financial instruments.

Drive investment value-chain: Bringing the large section of rural jewellers acting as money lenders under regulatory scope will abolish the unofficial credit and investment systems. On the contrary, increasing the alternate channels of supply (like banks) of gold coins and bars can increase the liquidity of the asset.

Liberal regulations: The import duty of 10 percent compared to the duty-free import policies in comparable markets (like Turkey and UAE) is indeed a roadblock for the industry. Reduction of import duty and rationalisation of the import-export regulations would boost industry growth with more business transactions taking place through formal channels.

Challenges in the sector

Import: One of the biggest challenges faced by the industry today is gold imports. Gold is the second-largest import item

INDIAN OVERVIEWThe market size of the domestic Gems and Jewellery industry was estimated at ` 251,000 crore in 2013, with a potential to grow to ` 500,000 – 530,000 crore by 2018. During 2012-13, the increasing Current Account Deficit as well as rising imports of gold put pressure on the industry. These restrictions did have an impact on the overall industry performance. The industry makes significant contribution with exports of over ` 220,000 crore. This accounts for more than 14% of total Indian exports. In addition, the investment demand in the form of bars and coins could potentially reach ` 180,000 –190,000 crore by 2018, from ` 85,000 crore in 2012. (Source: Ficci and AT Kearney Report)

45-4

6%

680-720

2018E

195-215

305-315

180-190

206

2010

60-70

100-110

36109

Investment demand for bars and coins

Investment demand for jewellery

Consumption demand for jewellery

2008

30-3555-601974

2006

21-2539-4310

18-2235-40

64

2005

7

530-560

2016E

150-160

240-255

140-150324

2012

90-100

140-150

85

Growth outlook for domestic investment and consumption demand (` ‘000 Cr)

Source: World Gold Council, GFMS


after crude, comprising a large part of the import bill. This high dependence on imports makes the industry susceptible to regulations on gold imports.

Limited recycling: Despite India having the world’s largest above-ground stock of gold, it has limited recycling. This is primarily due to sale of gold being considered a social taboo in the minds of the Indian consumer. This results huge hoardings and minimising the recycling.

Demand-Supply loopholes: The industry also faces challenges due to lack of differentiation between consumption and investment demand of the industry. While restrictive regulatory actions have hindered growth, there is no clear policy to push investment demand.

Skill shortage: With the industry employing more than 2.5 million people directly, the growing demand for gold has created the need for a highly skilled workforce. The gap in training levels and the needs of modern jewellery manufacturing sector is one of the major challenges constraining the growth of the industry.

COMPANY OVERVIEWCompany ProfileBeing an integrated player in the jewellery industry, Tara Jewels has 16 years of experience in manufacturing, exporting, designing and retailing of jewellery. The Company currently operates in the retail market through 37 format stores, spread over 33 cities in 12 states/UTs.

Product Snapshot

GOLD PLATINUM PRISTINIUMSILVER

JEWELLERY

The services we offer

At Tara, each jewellery purchase marks the onset of a lifelong relationship with our customers. The Company offers a plethora of exclusive services including:

Personalised Jewellery

The Company has the inherent advantage of manufacturing jewellery in-house and customers are a vital part in designing jewellery. Customer personalisation has been of utmost importance to Tara Jewels and for this personalisation process, the Company has more than 50000 designs available in its inventory. The Company has a unique process which enables customers to view the wax settings of the jewellery personalised by them. Seeing the making of their precious possession is what satisfies customers at Tara. This wax setting process has helped the customers to touch and feel the piece before placing their final order. Tara also customises jewellery as per the various local Indian festivals like Rakshabandhan, Ganesh Chaturthi and Diwali.

Recycling of Jewellery

Recycling of jewellery is another service that the company offers to their clients. Now their customers can refresh their collection by melting their jewellery and create and entirely new piece of design out of it.

Customised Jewellery

Jewellery at Tara is tailored to a customer’s need which ensures customer satisfaction. The company follows a mantra of “design your own, unique piece and watch us create it according to your budget and taste”. For this, the Company has trained staff which offers complimentary cleaning and polishing of jewellery so that it looks as sparkling new as it was bought the first time.

Purity Testing Gold purity check is done for free in the showrooms. Jewellery buying can be a major investment and testing its purity is crucial for anyone involved in buying or selling gold.


STATUTORY REPORTS


Analysis of Financial StatementsTara recorded a healthy financial growth in 2013-14; sustaining profitable business growth for the past 2-3 years.

Total Income and EBIDTA

The Company’s total income grew by 3.66 % from ` 16,355 million in 2012-13 to ` 16,954 million in 2013-14. Besides this, the Company’s EBIDTA increased by 2.5 % from ` 1,537 million in 2012-13 to ` 1,576 million in 2013-14.

PAT

Profit after tax (PAT) during the year 2013-14 declined from ` 737 million in 2012-13 to ` 504 million in 2013-14, declining by 31.6%.

Inventories Turnover

Inventory turnover shows an increase from 140 days in 2012-13 to 142 days in 2013-14.

Debt-Equity

The Company’s debt equity ratio for 2013-14 stood at 0.02:1.

Net Block

Tara’s net block increased from ` 794.10 million in 2012-13 and ` 1,157.37 million in 2013-14.

Networth

Tara’s networth increased from ` 4,929 million in 2012-13 to ` 5,404 million in 2013-14.

Reserves

The Company’s reserves went up from ` 4,683 million in 2012-13 to ` 5,158 million in 2013-14, an increase of 10.14%.

External Funds

The Company’s external funds stood at ̀ 3,332.66 million in 2012-13 as compared to ` 3,873.87 million in the current year 2013-14, registering an increase by 16%

MANAGING RISK AT TARAAs a diversified company, Tara Jewels has a system-based approach to managing risk. Its mitigation framework comprises a mix of studying emerging business trends, framing policies and strategies for structured control.

Foreign Currency RiskVolatility in the currency might affect our financial performance

Mitigation

To mitigate this risk the Company derived 86 % from exports in 2013-14 while only 51 % raw material had been imported which acted as a natural hedge.

Competition RiskEntry of new players might lead to high competition

Mitigation

Tara sets itself apart by having an absolutely different retail business model. The company appreciates customer feedback and works as per their needs. Tara is a well known brand and it has a team of 39 designers’ including several computer-aided designers and more than a thousand craftsmen.

Segmental break up

Revenue in 2013-14 ` 16,767 million Gross Profit in 2013-14 ` 2,739 million

International Business 86%

India Retail 14%

Revenue(million)

Gross Profit(million)

International Business 77% 2,110 Mn (In Value)

India Retail 23% 629 Mn (In Value)


The Company’s total income grew by 3.66 % from ` 16,355 million in 2012-13 to ` 16,954 million in 2013-14. Besides this, the Company’s EBIDTA increased by 2.5 % from ` 1,537 million in 2012-13 to ` 1,576 million in 2013-14.

Raw Material RiskA surge in raw material cost might affect the Company’s overall operations.

Mitigation

The Company enjoys a long term relationship with major raw material suppliers which results in a smooth and cost effective procurement at affordable prices. Tara is a ‘Nominated Agency’ which helps it in importing gold directly from the international suppliers.

Geographical Concentration RiskCatering to smaller geographical regions might hinder the company’s revenues

Mitigation

The Company sells its products through more than 12000 stores worldwide. The Company has opened 37 stores in India which are spread over 33 cities in 12 states/UTs.

Brand RiskPoor quality of products might affect our brand image

Mitigation

Tara carries a 300% quality check which is thrice more than what the industry requires. Not only this, Tara Jewels gets all its products certified from qualified international laboratories.

Tara’s Branding Efforts

Monique Lhuillier- is sold through one of the largest online retailers

Michael Beaudry- is sold through a Broadcast Television Network.

Heart Essence- is currently sold in Specialty Jewellery Store in US

Zac Posen- is likely to be sold by one of the largest online retailers

HUMAN CAPITALTara recognises their employees to be a significant part of the Company’s accomplishments. The Company helps employee’s foster ambitions and see them improve through their learning and skill development. The Company on a periodical basis organises an in-house training and development programme to upgrade knowledge and skills and of their employees. The Company’s employees are well motivated through the performance- rewarding programme. The Company has strength of around 1730 employees, as on March 31, 2014, with an attrition rate below industry standards.

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

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


STATUTORY REPORTS

DIRECTORS’ REPORT

To The Members

TARA JEWELS LIMITED

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

FINANCIAL RESULTSThe performance of the Company for the Financial Year (“FY”) 2013-14 is summarised below:

(` in crore)

Particulars Standalone Consolidated2013-14 2012-13 2013-14 2012-13

Total Income 1,422.12 1,388.07 1,700.78 1,640.38

Less: Expenditure 1,339.01 1,289.63 1,602.91 1,530.83

Profit Before Tax and Depreciation 83.11 98.44 97.87 109.55

Less: Depreciation 20.69 12.99 21.51 13.90

Profit Before Tax 62.42 85.45 76.36 95.65

Less: Tax 22.98 19.21 25.99 21.98

Net Profit After Tax 39.44 66.24 50.37 73.67

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

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

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

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


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

ParticularsAmount utilised

(` In Lakhs)

Finance the establishment of new retail stores 6,648.90

Repayment / pre-payment of loans 5,000.00

General corporate purposes and issue related expenses 3,351.10

TOTAL 15,000.00

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

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

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

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

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

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

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

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


STATUTORY REPORTS

DIRECTORS’ REPORT

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

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

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

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

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

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

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

WHOLE-TIME KEY MANAGERIAL PERSONNEL (KMP)In accordance with the provision of Section 203 of the Companies Act, 2013 every Listed Company is required to have certain officers

of the Company as Whole-time Key Managerial Personnel. Your Board of Directors has taken note of the existing office of the following personnel as Whole-time KMP of the Company:

Mr. Rajeev V. Sheth, Chairman & Managing DirectorMr. Sanjay Sethi, Chief Financial OfficerMs. Jayshree Soni, Company Secretary

DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Act, your Directors hereby confirm that:

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

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

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

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

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

AUDITORS

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


from the Auditors to the effect that their re-appointment, if made, would be in conformity with the limits specified under the provisions of the Act.

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

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

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

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

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

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

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

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

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

ESOP SCHEMES OF THE COMPANYa) ESOP Scheme 2010: With a view of motivating, rewarding and retaining talent

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

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

b) ESOP Scheme 2013 Your Company has implemented an ESOP Scheme 2013,

pursuant to the approval of the members of the Company vide Postal Ballot, for granting options to the employees of the Company who are deemed to be valuable to the Company and who have the potential to take the Company to newer heights. The Company has constituted a Compensation Committee of the Board of Directors of the Company to administer the ESOP Scheme, 2013. The Compensation Committee of the Board at its meeting held on July 25, 2013 has granted a total of 242,956 options convertible into


STATUTORY REPORTS

DIRECTORS’ REPORT

242,956 Equity Shares which represents 0.98% of the then paid-up share capital of the Company.

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

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

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

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

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

NOMINATION AND REMUNERATION COMMITTEEIn Compliance with the provisions of Companies Act, 2013, your Company re-aligned its existing Remuneration Committee as “Nomination and Remuneration Committee” with enhanced scope and functions as stipulated under the Companies Act, 2013. The Nomination and Remuneration Committee of the Company

comprises of Mr. Rakesh Kalra as Chairman of the Committee, Mr. Nikkhil Vaidya and Mr. Rajiv Lochan Jain as members of the Committee.

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

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

1) Audit Committee2) Finance Committee3) Allottment Committee4) Compensation committee5) Management and Administration Committee

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

FOREIGN EXCHANGE EARNINGS AND OUTGO(` in crore)

Particulars 2013-14 2012-13

Foreign Exchange Earnings 1,166.13 1,076.36Outgo 620.77 478.03

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


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

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

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

For and on behalf of the Board of Directors

TARA JEWELS LIMITED

Rajeev ShethDate: August 12, 2014 Chairman and Managing DirectorPlace: Mumbai DIN: 00266460

ANNEXURE 1Sr. No.

Name Designation Qualification Age Experience(Years)

Date of Appointment

Gross Remuneration (`)

Previous Employment and designation

% of Shareholding in the Company (more than 2%)

1 Mr. Rajeev Sheth

Chairman and Managing Director

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

55 33 April 16, 2001 18,683,078/- InterGold India Limited

58.93

2 Mr. Vikram Raizada

Executive Director – Marketing, Retail and Business Development

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

48 23 January 1, 2010 11,056,359/- IMG Fashion, India

Negligible

3 Mr. Sanjay Sethi

Chief Financial Officer

Holds a Post Graduate Degree from Delhi School of Economics and is a Qualified Chartered Accountant and Cost Accountant.

49 24 March 1, 2014 535,460/- Bhatia group as Group CFO

Nil

Notes:The Remuneration paid includes basic salary, allowances, taxable value of perquisites etc.The nature of employment is contractual in nature.


STATUTORY REPORTS

DIRECTORS’ REPORT

ANNEXURE 2EMPLOYEE STOCK OPTION PLAN – ESOP 2010 & ESOP 2013

(a) Options granted 751,981(b) The pricing formula The options are granted at an exercise price equal to prevailing

Market Price per Equity Share, being latest available closing price, as on the date of the meeting of the Remuneration Committee, in which options are granted, on the stock exchange on which the shares of the Company are listed.

(c) Options vested Nil(d) Options exercised 45,368(e) The total number of Equity Shares arising as a result of exercise

of option45,368

(f) Options lapsed 463,657(g) Variation of terms of options Not applicable(h) Money realised by exercise of options during the year (`) 907,360(i) Total number of options in force 242,956(j) Employee wise details of options granted to;- Name of Employee Total No. of

options granted(i) Senior Managerial personnel during the year; Mr. Vikram Raizada 44,958

Ms. Nalini Rajan 44,958Mr. Ravindran M. P. 13,488Mr. Jeffrey Shlakman 24,817Mr. Leonard Meyer 20,681Ms. Elizabeth McGuire 20,681Mr. Stuart Marcus 16,545Mr. Tateos Tateossian 8,992Mr. Chander Gurnani 8,992Ms. Sunayanaa Vora 5,395Mr. Vishal Adhyapak 7,193Mr. Shibu Parakkat 5,395Mr. Vinodkumar Deshmukh 3,597Ms. Jenny Lee 8,272Mr. Pravin Patil 8,992Name of Employee Total No. of

options granted% of options

granted(ii) any other employee who received a grant in any one year

of option amounting to 5% or more of options granted during that year;

Mr. Vikram Raizada 44,958 18.50Ms. Nalini Rajan 44,958 18.50Mr. Ravindran M. P. 13,488 5.55Mr. Jeffrey Shlakman 24,817 10.21Mr. Leonard Meyer 20,681 8.51Ms. Elizabeth McGuire 20,681 8.51Mr. Stuart Marcus 16,545 6.81

(iii) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

Name of Employee Total No. of options granted

% of options granted

--- --- ---


(k) Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Option calculated in accordance with Accounting Standard (AS) 20 ‘Earnings Per Share’

16.03

(l) Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognised if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed

If the Company had followed fair value method for accounting the stock options, compensation cost would have been higher by ` 0.09 crore for Financial Year 2013-14. Consequently Net Profit for Financial Year 2013-14 would have been lower by ` 0.09 crore.

(m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock

Weighted average exercise price of Options whose:Exercise price equals market price

Not Applicable

Exercise price is greater than market price

` 230

Exercise price is less than market price

Not Applicable

Weighted average fair value of Options whose:Exercise price equals market price

Not Applicable

Exercise price is greater than market price

` 35.39

Exercise price is less than market price

Not Applicable

(n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

Fair value of the options granted during the year is ` 35.39 computed using Black Scholes Option pricing model.

(i) risk-free interest rate, 9.10%(ii) expected life, 4 years(iii) expected volatility, 46.1%(iv) expected dividends, and 0%(v) the price of the underlying share in market at

the time of option grant` 120


STATUTORY REPORTS

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

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

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

B. BOARD OF DIRECTORS(i) Board Membership CriteriaThe members of the Board of Directors of your Company are expected to possess the required expertise, skill and experience

to effectively manage and direct your Company to attain its organisational goals. They are expected to be persons with vision, leadership qualities, proven competence and integrity, and with a strategic bent of mind.

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

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

The composition of the Board of Directors of your Company as on March 31, 2014, along with the other Directorships held by each of the Directors is brought out in the following tables:

Name of Director Position Relationship with other

Directors

No. of other Directorships#

No. of Other Board Committee(s) of which he / she is a Member*

No. of Other Board Committee(s) of which he / she is a Chairman*

Mr. Rajeev Sheth (DIN: 00266460)

Chairman & Managing Director

None NIL NIL NIL

Mr. Vikram Raizada (DIN: 03196436)

Executive Director & CEO (Retail)

None NIL NIL NIL

Ms. Nalini Rajan$

(DIN: 02922199)Executive Director – Finance

None NIL NIL NIL

Mr. Sandro Brodbeck (DIN: 06492798)

Non-executive & Non-Independent Director

None NIL NIL NIL

CORPORATE GOVERNANCE REPORT


Name of Director Position Relationship with other

Directors

No. of other Directorships#

No. of Other Board Committee(s) of which he / she is a Member*

No. of Other Board Committee(s) of which he / she is a Chairman*

Ms. Fern Mallis (DIN: 03270532)

Non-executive & Independent Director

None NIL NIL NIL

Mr. Nikkhil Vaidya (DIN: 02942549)


None NIL NIL NIL

Mr. Rajiv Lochan Jain (DIN: 00161022)


None 2 3 NIL

Mr. Rakesh Kalra (DIN: 00780354)


None 2 1 NIL

Mr. Shanti Saroop Khindria (DIN: 03271292)


None NIL NIL NIL

Mr. Francois Arpels (DIN: 03533590)


None NIL NIL NIL

# Includes directorships of only Indian Public Companies and excludes Directorships in Private Companies, Foreign Companies and Section 25 Companies.

* This includes memberships of Audit Committee and Shareholders/Investors’ Grievances Committee.

$ Resigned as Director w.e.f. July 01, 2014.

Note: Mr. Sanjay Sethi (DIN: 01152580), who was appointed as the Chief Financial Officer of the Company w.e.f. March 01, 2014, has been appointed as

an Additional Director and designated as Whole-time Director (Finance) w.e.f. July 01, 2014.

(iii) Board Meetings / Annual General MeetingDuring the year 2013-14, the Board of Directors of your Company met 4 times on May 16, 2013, July 25, 2013, November 12, 2013 and February 06, 2014.

The previous Annual General Meeting was held on September 04, 2013.

Details regarding the attendance of Directors at the Board Meetings and the Annual General Meeting held during 2013-14 are presented in the following table:

Director No. of Board Meetings

Whether Last AGM Attended

(Yes/No)Held AttendedMr. Rajeev Sheth 4 4 YesMr. Vikram Raizada 4 4 YesMs. Nalini Rajan 4 4 YesMr. Sandro Brodbeck 4 4 NoMs. Fern Mallis 4 2 NoMr. Nikkhil Vaidya 4 4 YesMr. Rajiv Lochan Jain 4 2 NoMr. Rakesh Kalra 4 4 NoMr. Shanti Saroop Khindria 4 4 NoMr. Francois Arpels^ 4 2 Yes

^ Appointed as an Additional Director w.e.f. May 16, 2013.


STATUTORY REPORTS


(iv) Membership Term and Retirement PolicyAccording to your Company’s Articles of Association, at every Annual General Meeting, one-third of the Directors for the time being are liable to retire by rotation or, if their number is not three or a multiple of three, then the number nearest to one-third, shall retire from office.

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

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

All the Board Members and the Senior Management personnel of your Company have affirmed their compliance with the Code of Conduct for the year ended March 31, 2014. A declaration to this effect signed by the Managing Director is given at the end of this report.

(vi) Code of Conduct for Prohibition of Insider TradingIn accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, the Board has approved and adopted a code of conduct governing all the directors, senior management and other employees of the Company. The Company Secretary of the Company is the Compliance Officer in respect of compliance of the code.

(vii) Profile of Directors under Clause 49 IV (G) of Listing AgreementIn compliance with Clause 49 IV (G) of Listing Agreement, brief resume, expertise and details of other directorship, membership in committees of Directors of other Companies and shareholding in the Company of the Directors proposed to be re-appointed / appointed are attached along with this report.

C. BOARD COMMITTEESIn compliance with both the mandatory and non-mandatory requirements under Clause 49 of the Listing Agreement and the

applicable laws, your Company’s Board of Directors constituted the following Committees:

(i) Audit Committee

(ii) Remuneration Committee^

(iii) Shareholders’/Investors’ Grievance Committee^

(iv) Finance Committee

(v) Allotment Committee

(vi) Compensation Committee

(vii) Management & Administration Committee

^ As per the requirements of Section 178 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on May 28, 2014 has changed the nomenclature of the Remuneration Committee as Nomination & Remuneration Committee and the Shareholders’/Investors’ Grievance Committee as Stakeholders’ Relationship Committee.

The details of re-constitution of the Committees of the Board after March 31, 2014 is reflected in the Directors’ Report.

(i) Audit CommitteeThe Audit Committee of the Board of Directors of your Company consists of the following Members as on March 31, 2014:

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

2. Mr. Rakesh Kalra (Non-executive Independent Director)

3. Ms. Nalini Rajan (Executive Director)

The Company Secretary of the Company acts as the Secretary of the Committee.

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

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

Inter alia, include overseeing of the Company’s financial reporting process, reviewing the financial statements with the Management, recommending appointment / reappointment of auditors, fixation of audit fees, reviewing the adequacy of internal audit function, holding periodic discussions with auditors about their scope and adequacy of internal control systems, discussing on any significant findings made by Internal Auditor’s and following it up


with action. The Committee also reviews information prescribed under Clause 49(II)(E) of the Listing Agreement.

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

The Chairman of the Audit Committee was present at the Company’s last Annual General Meeting held on September 04, 2013

The Company’s Audit Committee met 4 times during 2013-14 on May 16, 2013, July 25, 2013, November 12, 2013 and February 06, 2014.

The following table presents the details of attendance at the Audit Committee meetings held during 2013-14:

Members No. of Meetings AttendedMr. Nikkhil Vaidya 4Mr. Rakesh Kalra 4Ms. Nalini Rajan 4

(ii) Remuneration CommitteeThe Remuneration Committee of the Board of Directors of your Company consists of the following Members as on March 31, 2014:

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

2. Mr. Nikkhil Vaidya (Non-executive Independent Director)

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


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

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

Remuneration Policy

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

Remuneration paid to Non-executive Directors

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

Details of Remuneration for the Financial Year 2013-14Non-Executive Directors

Name of the Director Commission (`) Sitting Fees (`)Ms. Fern Mallis 500,000/- 40,000/-Mr. Nikkhil Vaidya 500,000/- 160,000/-Mr. Rajiv Lochan Jain 500,000/- 40,000/-Mr. Rakesh Kalra 500,000/- 160,000/-Mr. Shanti Saroop Khindria 500,000/- 80,000/-Mr. Francois Arpels 438,171/- 40,000/-

Executive / Whole-Time Director

Name of Director Period of Appointment Remuneration (including Commission)(`)Mr. Rajeev Sheth October 01, 2010 to September 30, 2015 18,683,078/-Mr. Vikram Raizada With effect from September 03, 2010 11,056,359/-Ms. Nalini Rajan With effect from October 06, 2009 4,082,035/-

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


STATUTORY REPORTS


(iii) Shareholders’/ Investors’ Grievances CommitteeThe Shareholders’/ Investors’ Grievances Committee of the Board of Directors of your Company consists of the following Members as on March 31, 2014:

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

2. Mr. Vikram Raizada (Executive Director)

3. Ms. Nalini Rajan (Executive Director)


The Shareholders’/ Investors’ Grievances Committee of the Company did not meet during 2013-14.

The Company has not received any complaints from the investors / shareholders during the financial year ended March 31, 2014

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

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

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

Centralised database of all complaints

Online movement of complaints to the concerned listed companies

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

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

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

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

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

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

The Finance Committee of the Board of Directors of your Company consists of the following Members as on March 31, 2014:

Mr. Rajeev Sheth (Executive Director)Mr. Vikram Raizada (Executive Director)Ms. Nalini Rajan (Executive Director)


The Finance Committee met 19 times during the year, on April 17, 2013, May 6, 2013, May 20, 2013, June 10, 2013, July 9, 2013, July 29, 2013, August 8, 2013, August 19, 2013, September 11, 2013, October 14, 2013, October 22, 2013, November 7, 2013, November 29, 2013, December 19, 2013, January 21, 2014, January 30, 2014, February 18, 2014, March 21, 2014 and March 25, 2014.

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

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

2. Borrow monies by way of loan and / or issuing and allotting Bonds / Notes denominated in one or more foreign currencies in international markets, for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes including working capital requirements and possible strategic investments within the limits approved by the Board.

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


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

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

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

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

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

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

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

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

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

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

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

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

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

17. Regularly review and make recommendations to the Board about changes to the charter of the Committee.

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

The Allotment Committee of the Board of Directors of your Company consists of the following Members as on March 31, 2014:



The Allotment Committee met 1 time during the year, on September 13, 2013.

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

The Compensation Committee of the Board of Directors of your Company consists of the following Members as on March 31, 2014:

Mr. Rajeev Sheth (Executive Director)Mr. Nikkhil Vaidya (Independent and Non-Executive Director)Mr. Rakesh Kalra (Independent and Non-Executive Director)Ms. Nalini Rajan (Executive Director)


STATUTORY REPORTS


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


The Compensation Committee met 1 time during the year, on July 25, 2013.

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

The Management and Administrative Committee of the Board of Directors of your Company consist of the following Members as on March 31, 2014:



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

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

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

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

4. to apply for registration/ license of/for the Company with/from various authorities of any state or Centre including but

not limited to Provident Fund Authorities, Pollution Control Board/Authorities, Labour Department Drug and Cosmetic Department, Sales Tax authorities, Income Tax authorities, Shops and Establishment authorities, Customs and Central Excise authorities, the Director General of Foreign Trade and any other local, private or semi-government bodies and to do or perform all acts and deeds relating to such matters;

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

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

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

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

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

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

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

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

13. to authorise the closure of non-functioning showrooms / projects of the Company situated at various cities in India.


The Management and Administrative Committee met Six times during the year on April 03, 2013, May 27, 2013, June 30, 2013, July 24, 2013, October 09, 2013, and November 22, 2013.

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

Nature of Meeting Date Time Venue Details of Special Resolution(s) passed

12th Annual General Meeting

September 04, 2013 03.00 pm Hotel Tunga Paradise, P-16, Near SEEPZ, MIDC, Central Road, Andheri (East), Mumbai - 400072

Appointment of Ms. Aarti Sheth for place of profit u/s. 314 (1B) of the Companies Act, 1956.


July 20, 2012 11.00 am Registered Office of the Company

NIL


August 29, 2011 11.00 am Registered Office of the Company

Remuneration to Non-Executive Directors

There was no Extraordinary General Meeting held during the year.

b) Details of resolutions passed through Postal Ballot during the year 2013-14:Pursuant to Section 192A of the Companies Act, 1956, read with the Companies (Passing of Resolution by Postal Ballot) Rules, 2011, the Board of Directors of the Company had accorded its approval to conduct a Postal Ballot to seek the consent of the Company’s members for the following:

i. Ordinary Resolution for increase in the borrowing powers of the Board under Section 293(1)(d) and for creation of charge / provide the assets of the Company as Security under Section 293(1)(a) of the Companies Act, 1956 as specified in the Notice dated July 25, 2013 read with the Explanatory Statement attached thereto.

The details of the voting pattern are as under:

Sr. No. Particulars No. of Postal Ballot Forms No. of Equity Shares % to Total VotesA Votes in favour of the Resolution 80 1,67,87,403 99.979B Votes against the Resolution 11 2,830 0.017C TOTAL VALID VOTES (A+B) 91 1,67,90,233 99.996D Invalid Votes 4 634 0.004

TOTAL (C+D) 95 1,67,90,867 100.000

S. Anantha Rama Subramanian, Practicing Company Secretary (CP No.:1925) was appointed as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. His duty also included receiving and scrutinising the completed Postal Ballot Forms from the members. On submission of the report on the voting through postal ballot by scrutinizer, the above resolutions were declared by the Chairman of the Board on September 12, 2013, as duly passed by the requisite majority of the members of the Company voting by Postal Ballot.

ii. Special Resolution for Preferential Issue of Convertible Warrants under Section 81(1A) and other applicable provisions, if any, of the Companies Act, 1956 (including any re-enactment thereof) and in accordance with SEBI Regulations, Listing Agreement, necessary approvals, consents, permissions, sanctions of statutory and regulatory authorities as specified in the Notice dated February 6, 2014 read with the Explanatory Statement attached thereto.


STATUTORY REPORTS


The details of the voting pattern are as under:

Sr. No. Particulars No. of Postal Ballot Forms No. of Equity Shares % to Total VotesA Votes in favour of the Resolution 114 17,339,781 99.8088B Votes against the Resolution 11 33,091 00.1905C TOTAL VALID VOTES (A+B) 125 17,372,872 99.9993D Invalid Votes 1 116 0.0007

TOTAL (C+D) 126 17,372,988 100.0000

on the voting through postal ballot by scrutinizer, the above resolutions were declared by the Chairman of the Board on March 19, 2014, as duly passed by the requisite majority of the members of the Company voting by Postal Ballot.

S. Anantha Rama Subramanian, Practicing Company Secretary (CP No.:1925) was appointed as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner. His duty also included receiving and scrutinising the completed Postal Ballot Forms from the members. On submission of the report

UTILISATION OF IPO PROCEEDS:Details of utilisation of funds out of proceeds of the issue as on March 31, 2014 were as follows:

(` In Lakhs)

ParticularsUtilisation planned as

per ProspectusAmount Utilised till

31.03.14Balance amount to be utilised as on 31.03.14

Finance the establishment of new retail stores 6,648.90 6,648.90 -Repayment / pre-payment of loans 5,000.00 5,000.00 -General corporate purposes and issue related expenses 3,351.10 3,351.10 -TOTAL 15,000.00 15,000.00 -

E. DISCLOSURES(i) Related Party TransactionsThere have been no materially significant related party transactions, pecuniary transactions or relationships between your Company and the Directors, management, subsidiary or relatives, except for those disclosed in the financial statements for the year ended March 31, 2014.

(ii) Details of Non-ComplianceThere has been no non-compliance of any legal requirements nor have there been any strictures imposed by any Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three years.

(iii) Corporate Governance ReportYour Company has complied with all the mandatory requirements of Clause 49 of the Listing Agreement and has also complied with the non-mandatory requirements relating to having unqualified Financial Statements.

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

(v) Management Discussion and Analysis ReportThe Management Discussion and Analysis Report forms a part of the Annual Report and includes various matters specified under Clause 49 of the Listing Agreement.

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

(vii) CEO / CFO CertificationA certificate from the Managing Director and the Chief Financial Officer, on the Financial Statements and other matters of the


Company for the Financial Year ended March 31, 2014, was placed before the Board. This certificate is given at the end of this report.

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

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

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

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

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

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

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

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

G. GENERAL SHAREHOLDERS’ INFORMATION1. Annual General Meeting

Date, Time and Venue September 18, 2014 (Thursday), 03.00 p.m. at Tribune - I, 6th floor, Hotel Tunga International, Central Road, M.I.D.C., Andheri (E), Mumbai-400093.

2. Financial Year Financial Year is April 01 to March 31 of the following year

Quarterly results will be declared as per the following tentative schedule:

Financial reporting for the quarter ending June 30, 2014

Financial reporting for the half year ending September 30, 2014

Financial reporting for the quarter ending December 31, 2014

Financial reporting for the year ending March 31, 2015

First fortnight of August, 2014

First fortnight of November, 2014

First fortnight of February, 2015

Last fortnight of May, 20153. Dates of Book Closure Wednesday, September 10, 2014 to

Thursday, September 18, 2014 (both days inclusive).

4. Listing on Stock Exchanges Your Company’s shares are listed on:

BSE Ltd. (BSE) Floor 27, P. J. Towers, Dalal Street,

Mumbai – 400 001

National Stock Exchange of India Ltd. (NSE), Exchange Plaza, Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

Your Company has paid the annual listing fee for the financial year 2014-15 to both the Exchanges.


STATUTORY REPORTS


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

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

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

8. Address for Correspondence The Company SecretaryTARA JEWELS LIMITED Plot 29(P) & 30(P), Sub Plot ‘A’, SEEPZ, SEZ, Andheri East, Mumbai 400096 Tel. : 022-6677 4444 [email protected]

9. Dematerialisation of Shares and Liquidity 99.9999 % shares of your Company are held in the electronic mode as on March 31, 2014

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

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

The Company has not issued any GDRs/ADRs/Warrants. There were no outstanding convertible warrants, as on March 31, 2014.

12. Plant Locations Plot No. 29(P) & 30(P), Sub-Plot ‘A’, SEEPZ SEZ Andheri (E), Mumbai – 400096.

Unit No. GJ-7, SDF VII, SEEPZ SEZ Andheri (E), Mumbai – 400096.

Plot No.122, 15th Road, Near IDBI Bank, MIDC, Andheri (E), Mumbai – 400093.


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

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

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

I. MARKET PRICE DATA FOR 2013-14The market price data, i.e. monthly high and low prices of the Company’s shares on BSE & NSE are given below:

Month BSE NSEHigh Price (`) Low Price (`) High Price (`) Low Price (`)

April, 2013 188.00 160.00 189.70 160.00May, 2013 168.95 127.00 185.00 125.00June, 2013 153.00 115.10 150.95 119.00July, 2013 136.85 90.05 129.85 85.25August, 2013 100.00 70.35 104.60 83.00September, 2013 95.20 84.00 96.90 81.00October, 2013 104.70 84.90 105.00 84.00November, 2013 114.45 84.55 114.00 73.15December, 2013 94.00 80.10 92.50 69.55January, 2014 142.50 82.05 141.90 80.00February, 2014 107.50 85.15 107.65 84.80March, 2014 112.50 92.30 112.00 90.00

J. SHARE PRICE MOVEMENT OF THE SHARES ON BSE & NSE DURING 2013-14BSE (BSE Sensex) NSE (NSE Nifty)

0

20

40

6060

100

120140160

180200

1 2 3 4 5 6 7 8 9 10 11 12

BSE High Price ( )̀

BSE Low Price ( )̀

0

20

40

60

60

100

120

140

160

180

200

1 2 3 4 5 6 7 8 9 10 11 12

NSE High Price ( )̀

NSE Low Price ( )̀


STATUTORY REPORTS


K. SHAREHOLDING PATTERN, AS ON MARCH 31, 2014

Sr. No. Description No. of Shareholders No. of Shares Percentage (%)1 Promoter and Promoter Group 5 14,759,998 59.942 Foreign Institutional Investors 5 2,329,787 9.463 Individuals 3,438 996,113 4.054 Bodies Corporate 92 743,750 3.0205 Mutual Funds/UTI 4 2,919,292 11.866 Financial Institutions/Banks 1 798,740 3.247 Clearing Members 72 31,759 0.138 Non-resident Indians 33 7,362 0.039 Directors 4 38,915 0.1610 Non-residents (Non repatriable) 8 613 0.0011 Foreign Companies 2 1,996,521 8.11

TOTAL 3,669 24,622,850 100.00

Sr. No. Category No. ofShareholders

TotalShareholders (%)

Amount TotalAmount (%)

1 1 - 500 3,409 93.2695 492,599 2.002 501 - 1000 105 2.8728 83,774 0.343 1001 - 2000 63 1.7237 93,892 0.384 2001 - 3000 20 0.5472 50,169 0.205 3001 - 4000 4 0.1094 12,590 0.056 4001 - 5000 11 0.301 51,757 0.217 5001 - 10000 10 0.2736 88,599 0.368 10001 & Above 33 0.9029 23,749,470 96.45

TOTAL 3,655 100.00 23,749,470 100.00

For and on behalf of the Board of DirectorsTARA JEWELS LIMITED

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


To

The Members of

TARA JEWELS LIMITED

We have examined the compliance of conditions of Corporate Governance by TARA JEWELS LIMITED (“Company”) for the year ended March 31, 2014, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges in India.

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

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

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

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

For S. ANANTHA & Co.,Company Secretaries

S. Anantha Rama Subramanian Place: Mumbai ProprietorDate: August 12, 2014 C.P. No. 1925

CORPORATE GOVERNANCE CERTIFICATE


STATUTORY REPORTS


CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) ON FINANCIAL STATEMENTS OF THE COMPANY:(Pursuant to Clause No. 49(V) of the Listing Agreement)

We, Rajeev Sheth, Chairman & Managing Director and Sanjay Sethi, CFO, of Tara Jewels Limited, certify that:

1. We have reviewed the financial statements and the cash flow statement for the year ended March 31, 2014 and that to the best of our knowledge and belief:

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

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

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

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

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

a) there were no significant changes in internal control over financial reporting during the year;

b) there were no significant changes in the accounting policies during the year; and

c) there were no instances of fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company’s internal control system over financial reporting.

Rajeev Sheth Sanjay SethiChairman & Managing Director Chief Financial Officer

Mumbai, August 12, 2014


DECLARATION BY MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING AGREEMENT IN RESPECT OF THE COMPLIANCE TO THE CODE OF CONDUCTAll the Directors of the Board and Senior Management Personnel have solemnly affirmed that to the best of their knowledge and belief, they have complied with the provisions of the Code of Conduct of Tara Jewels Limited during the financial year 2013-14.

For TARA JEWELS LIMITED

Sd/-

Rajeev ShethChairman & Managing Director

Mumbai, August 12, 2014


STATUTORY REPORTS


FINAN CIALSTATEMENTS

67 Management Discussion and Analysis

101 Directors’ Report

FINAN

CIAL STATEMEN

TS


STANDALONE FINANCIAL STATEMENTS



INDEPENDENT AUDITOR’S REPORTTo the Members of Tara Jewels Limited

REPORT ON THE FINANCIAL STATEMENTSWe have audited the accompanying financial statements of Tara Jewels Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTSThe Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

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

Company as at March 31, 2014;

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

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS1. As required by the Companies (Auditor’s Report) Order, 2003 (“the

Order”) issued by the Central Government of India in terms of section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that: a. we have obtained all the information and explanations which

to the best of our knowledge and belief were necessary for the purpose of our audit;

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

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

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) read with the General Circular 15/2013 dated 13th September, 2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013;

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of section 274 (1) (g) of the Act.;

For C.B. Chhajed & Co.Chartered Accountants

(Firm’s Regn Number: 101796W)

Place: Mumbai C.B. ChhajedDated: May 28, 2014 (Partner)

Membership No: 009447



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

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

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

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

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

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

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

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

(b) According to the information and explanations given to us, the Company has taken unsecured loan, from a company covered in the register maintained under Section 301 of the Act. The maximum amount involved during the year is ` 123,531,590 and the year-end balance of such loan is ` 67,793,171.

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

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

ANNEXURE TO THE AUDITORS’ REPORT(Referred to in paragraph 1 of ”Report on other legal and regulatory requirements” of our report of even date)

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

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

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

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

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

8. We have broadly reviewed the cost records maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government of India, the maintenance of cost records has been prescribed under section 209(1)(d) of the Act and are of the opinion that prima facie, the prescribed cost records have been maintained. We have however, not made a detailed examination of the records with a view to determine whether they are accurate or complete.

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

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute. The income



tax, custom duty and service tax dues which are not deposited on account of disputed matters pending before appropriate authorities are as under:

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

Forum where the dispute is pending

Customs Act, 1962 Custom Duty 377,133 1996-1997 Additional Commissioner of Customs, MumbaiCustoms Act, 1962 Custom Duty 1,418,430 1997-1998 Appellate Tribunal of Custom

Customs Act, 1962 Custom Duty 105,000 2004-2005 Appellate Tribunal of Custom

Income Tax Act, 1961 Income Tax 84,100,000(Net of Refund Due)

2001-2010 CIT Appeals, IT Tribunal and High Court

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

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

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

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

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

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

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the corporate guarantees aggregating to approximately ` 1,111,850,000 given by the Company, for loans taken by its subsidiary from banks during the year, are not prejudicial to the interest of the Company.

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

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

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

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

20. The Company has not raised any money by public issues during the year. The management has disclosed the end use of monies during the year, out of public issue raised in the earlier year and the same has been verified by us.

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



Place: Mumbai C.B. ChhajedDated: May 28, 2014 (Partner)




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

Rajeev Sheth Nalini RajanC. B. Chhajed Managing Director DirectorPartner

Jayshree Soni Sanjay SethiPlace : Mumbai Company Secretary CFODate : May 28, 2014

(`)

ParticularsNote

As at March 31, 2014


EQUITY AND LIABILITIESShareholders' FundsShare capital 1 246,228,500 245,774,820Reserves and surplus 2 4,922,177,011 4,556,143,253

5,168,405,511 4,801,918,073Non-Current LiabilitiesLong-term borrowings 3 11,570,159 62,709,486Long-term provisions 4 31,267,026 35,286,225

42,837,185 97,995,711Current LiabilitiesShort-term borrowings 5 2,851,149,497 2,499,091,167Trade payables 2,942,474,593 2,730,769,814Other current liabilities 6 227,752,195 204,075,755Short-term provisions 7 148,752,964 73,086,491

6,170,129,249 5,507,023,227TOTAL 11,381,371,945 10,406,937,011ASSETSNon-Current AssetsFixed assets 8Tangible assets 1,093,914,055 721,732,070Intangible assets 27,306,034 30,459,943Capital work-in-progress - 8,521,830Intangible assets under development 2,966,304 -Non-current investments 9 175,140,900 169,474,546Deferred tax assets (Net) 10 2,303,380 8,750,667Long-term loans and advances 11 68,814,556 128,276,188

1,370,445,229 1,067,215,244Current assetsInventories 12 6,117,608,431 5,759,924,368Trade receivables 13 3,088,439,310 2,376,008,268Cash and bank balances 14 642,263,035 1,073,817,730Short-term loans and advances 15 156,107,491 118,283,741Other current assets 16 6,508,449 11,687,660

10,010,926,716 9,339,721,767TOTAL 11,381,371,945 10,406,937,011Significant Accounting Policies and Notes on Accounts form an integral part of the financial statements.

BALANCE SHEETAs at March 31, 2014






(`)

ParticularsNote

Year ended March 31, 2014


INCOMERevenue from operations 17 14,171,365,477 13,835,993,881Other income 18 49,884,337 47,934,064TOTAL REVENUE 14,221,249,814 13,883,927,945

EXPENSESCost of materials consumed 19 8,234,104,212 7,702,616,247Purchases of stock-in-trade 20 2,980,250,072 4,375,067,184Changes in inventories of finished goods, work-in-process and Stock-in-Trade 21 238,878,479 (520,924,818)Employee benefits expense 22 446,418,288 343,855,646Finance costs 23 571,545,200 429,403,163Depreciation and amortisation expense 24 206,917,345 129,887,719Other expenses 25 918,951,288 569,510,857TOTAL EXPENSES 13,597,064,884 13,029,415,998Profit before tax 624,184,930 854,511,947Tax expense:Current tax 220,000,000 180,000,000Deferred tax 6,447,287 7,807,918Tax of earlier years 3,350,062 4,280,715Profit after tax 394,387,581 662,423,314Earning per equity share 40 Basic 16.03 32.20 Diluted 16.03 32.13

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

STATEMENT OF PROFIT & LOSSFor the year ended March 31, 2014



(`)

Particulars Year Ended March 31, 2014

Year Ended March 31, 2013

CASH FLOW FROM OPERATING ACTIVITIESNet profit before taxation 624,184,930 854,511,947

Adjustments for:Depreciation/ amortisation 206,917,345 129,887,719Loss on sale of fixed assets 719,802 181,740Fixed assets written off 7,248,695 -Profit on sale of investments (219,103) -Dividend income (53,584) (124,784)Interest income (37,865,728) (43,843,219)Interest expense 460,322,356 355,483,946Sundry balances written off / (back) (8,107,514) (3,253,975)Operating profit before working capital adjustment 1,253,147,199 1,292,843,374

Changes in working capital:Inventories (357,684,063) (614,317,617)Trade receivables (712,431,042) 268,764,972Loans and advances and other assets (41,266,326) (29,694,556)Other Bank balances 189,704,803 (582,982,981)Trade payables 219,812,293 (576,244,306)Other liabilities and provisions 41,711,657 (7,850,031)Cash flow generated from operations 592,994,521 (249,481,145)Income tax paid (net of refunds) (173,489,115) (225,723,575)NET CASH FLOW FROM OPERATING ACTIVITIES (A) 419,505,406 (475,204,720)

CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including intangible assets) (522,682,412) (211,666,325)Purchase of investments (8,666,354) (277,665,842)Sale proceeds of investments 3,219,103 150,000,000Sale proceeds of fixed assets 1,465,784 1,278,336Dividend received 53,584 124,784Interest received 43,044,939 35,535,872Net Cash Flow from Investing Activities (B) (483,565,356) (302,393,175)

CASH FLOW STATEMENTFor the year ended March 31, 2014




(`)



CASH FLOW FROM FINANCING ACTIVITIESProceeds from borrowing 286,519,069 (2,309,651)Interest paid (436,408,868) (354,366,224)Proceeds from issue of shares 907,360 1,500,332,130Interim dividend (24,622,850) -Tax on dividend (4,184,653) -Public issue expenses - (63,972,265)NET CASH FLOW FROM FINANCING ACTIVITIES (C) (177,789,942) 1,079,683,990Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (241,849,892) 302,086,095Cash & Cash Equivalent at the beginning of the year 348,237,526 46,151,431Cash & Cash Equivalent at the end of the year 106,387,634 348,237,526Deposits with banks to the extent held as margin money for gold 282,378,663 541,357,011Fixed deposits with banks as security against borrowings 253,496,738 184,223,193CASH AND BANK BALANCES AT THE END OF THE YEAR 642,263,035 1,073,817,730Figures under bracket represent outflows.






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

convention, on going concern concept and in compliance with the Accounting Standards notified under the Companies Act, 1956 (the “Act”) read with the General Circular 15/2013 dated 13th September, 2013 of Ministry of Corporate Affairs in respect of section 133 of the Companies Act, 2013. The Company follows mercantile system of accounting and recognises income and expenditure on accrual basis to the extent measurable and where there is certainty of ultimate realisation in respect of incomes. Accounting policies not specifically referred to otherwise, are consistent and in consonance with the generally accepted accounting policies.

2. INVENTORIES Inventories are valued at cost or net realisable value, whichever is

less. Cost of raw materials and stores, consumables and packing material are determined on weighted average basis. Cost of Work in progress and finished goods comprises of raw material cost & appropriate overheads incurred for bringing them to their present condition.

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

3. FIXED ASSETS

a) Tangible assets Tangible Fixed Assets are stated at cost, inclusive of incidental

expenses related thereto less accumulated depreciation.

b) Intangible assets Intangible assets are recorded at the consideration paid for

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

SIGNIFICANT ACCOUNTING POLICIESFor the year ended March 31, 2014

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

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

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

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

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

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

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

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

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

costs incurred in connection with the arrangement of borrowings.

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

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

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

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




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

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

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

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

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

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

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

held for not more than one year from the date on which such investments are made, are classified as current investments. Current investments are carried in the financial statements

at lower of cost and fair value determined on an individual investment basis.

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

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

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

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

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

11. EXPENSES INCURRED ON INITIAL PUBLIC OFFER (IPO)

Expenses incurred in Initial Public Offer are adjusted against the securities premium account.

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

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

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



13. EMPLOYEE BENEFITS

(a) Defined Contribution Plans The Company contributes on a defined contribution basis to

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

(b) Defined Benefit Plans The Company has a Defined Benefit Plan namely Gratuity for

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

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

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

(c) Employee Leave Entitlement The employees of the Company are entitled to leave as per the

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

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

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

15. TAXES ON INCOME

(a) Current Year Income Tax:Provision for current tax is made considering various allowances and benefits available to the Company under the provisions of Income Tax Act, 1961.

(b) Deferred Income Tax: In accordance with Accounting Standard AS-22 “Accounting for

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

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

(c) Minimum Alternative Tax (MAT) Credit: MAT paid in accordance to the tax laws, which gives rise to future

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

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

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

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

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




18. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation.

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

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

Contingent Assets are neither recognised nor disclosed.

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

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



NOTES ON ACCOUNTSFor the year ended March 31, 2014


1 SHARE CAPITAL (`)

Particulars As at March 31, 2014


Authorised30,000,000 Equity Shares of ` 10 each 300,000,000 300,000,000Issued, subscribed and paid-up24,622,850 (Previous year : 24,577,482) Equity Shares of ` 10 each fully paid up 246,228,500 245,774,820TOTAL 246,228,500 245,774,820

Reconciliation of Equity Shares outstandingParticulars As at March 31, 2014 As at March 31, 2013

No. of Shares Amount (`) No. of Shares Amount (`)As at the beginning of the year 24,577,482 245,774,820 18,000,000 180,000,000Add:Issue of shares (refer note 41) - - 6,560,869 65,608,690Allotment of shares under ESOP (refer note 36) 45,368 453,680 16,613 166,130

AS AT THE END OF THE YEAR 24,622,850 246,228,500 24,577,482 245,774,820

Details of shares for the period of five years immediately preceeding the reporting dateParticulars No. of Shares



(i) Alloted as fully paid up pursuant to contract without payment being received in cash. - pursuant to scheme of merger during the year ended March 31, 2009 3,062,413 3,062,413(ii) Alloted as fully paid up by way of bonus shares during the year ended March 31, 2011 5,923,707 5,923,707(iii) Cancellation of shares pursuant to scheme of merger during the year ended March 31, 2009 75,000 75,000

Details of shareholders holding more than 5% shares of the CompanyName of Shareholder As at March 31, 2014 As at March 31, 2013

No. of Shares % No. of Shares %Mr. Rajeev Sheth 14,482,893 58.82 14,482,893 58.93Crystalon Finanz AG 1,800,000 7.31 1,800,000 7.32IDFC Premier Equity Fund 2,162,500 8.78 - -

Shares reserved for issue under Employee Stock Option Plan ('ESOP 2010' and 'ESOP 2013')For details of shares reserved for issue under ESOP 2010 and ESOP 2013 of the Company, refer note 36.

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

During the ye ar, the Board of Directors, in their meeting on February 6, 2014, declared an interim dividend of Re. 1 per share.

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




2 RESERVES AND SURPLUSParticulars As at

March 31, 2014 As at

March 31, 2013Securities Premium AccountBalance as at the beginning of the year 1,664,408,988 305,791,525Add: Received on account of issue of shares - 1,434,391,180Add: Premium on exercise of ESOP 14,653,864 5,365,999Less: Public issue expenses (refer note 41) - 81,139,716BALANCE AS AT THE END OF THE YEAR 1,679,062,852 1,664,408,988

SEZ Reinvestment Allowance ReserveBalance as at the beginning of the year 586,651,001 393,896,639Add: Additions during the year - 295,509,625Less: Utilised during the year 250,727,190 102,755,263BALANCE AS AT THE END OF THE YEAR 335,923,811 586,651,001

Employee Stock Options OutstandingBalance as at the beginning of the year 15,600,233 20,800,102Less: Utilisation during the year 15,600,233 5,199,869BALANCE AS AT THE END OF THE YEAR - 15,600,233

General ReserveBalance as at the beginning of the year 88,000,000 88,000,000Add: Additions during the year 1,400,049 -Add: Transferred from Surplus 25,000,000 -BALANCE AS AT THE END OF THE YEAR 114,400,049 88,000,000

SurplusBalance as at the beginning of the year 2,201,483,031 1,731,814,079Add: Profit after tax for the year 394,387,581 662,423,314Less : Interim Dividend 24,622,850 -Less : Tax on Dividend 4,184,653 -Less : Transfer to General Reserve 25,000,000 -Add: SEZ reinvestment allowance reserve utilised 250,727,190 102,755,263Less: Transfer to SEZ reinvestment allowance reserve - 295,509,625BALANCE AS AT THE END OF THE YEAR 2,792,790,299 2,201,483,031

TOTAL 4,922,177,011 4,556,143,253




3 LONG-TERM BORROWINGS (`)

Particulars As at March 31, 2014 As at March 31, 2013Non Current Current Non Current Current

SecuredTerm loan from bank - - 44,208,000 14,736,000Term loan from others 10,755,019 9,027,089 13,448,199 6,418,851Vehicle loan from bank 815,140 4,284,916 5,053,287 6,557,088TOTAL 11,570,159 13,312,005 62,709,486 27,711,939Less: Amount disclosed under 'other current liabilities' (note 6) - 13,312,005 - 27,711,939NET TOTAL 11,570,159 - 62,709,486 -

a) Term loan from bank was taken for purchase of property and carries interest @ 13.75% p.a. The said term loan was repaid fully during the year.b) Term loan from others was taken for : (i) purchase of Software Licenses and carries interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments of ̀ 2,182,950/-

each including interest from February 2013. (ii) implementation and upgradation of Server and carried interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments

of `166,410/- each including interest starting from May 2013, and (iii) purchase of Plant and Machinery and carried interest @ 13.00% p.a. The loan is repayable in 45 monthly installments of ̀ 148,642/-

each including interest starting from March 2014.c) Vehicle loan is secured by hypothecation of vehicles. The interest rate ranges from 10.00% to 13.75% p.a. The loan is repayable in 36

to 60 monthly installments inclusive of interest from the date of loan.

d) Maturity Profile: (`)

Particulars Maturity PeriodTotal

1-2 Years 2-3 Years 3-4 YearsVehicle loan 815,140 - - 815,140Term loan from others 8,095,065 1,526,754 1,133,200 10,755,019

4 LONG-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 38) 21,234,184 23,324,240Leave encashment 10,032,842 11,961,985TOTAL 31,267,026 35,286,225




5 SHORT-TERM BORROWINGS (`)



SecuredWorking capital loans from banks 2,783,356,326 2,423,737,444UnsecuredLoan from related party (Refer note 37) 67,793,171 75,353,723TOTAL 2,851,149,497 2,499,091,167

a) Working capital loans from banks are secured by hypothecation of inventories, book debts, plant and machinery, other fixed assets, fixed deposits, other current assets and equitable mortgage of the Company's immovable property at Seepz & MIDC, Andheri, Two flats at Royal Palms Goregaon, One flat at Breach Candy, One commercial unit at Bandra Kurla Complex and Two Flats at Prabhadevi belonging to Divya Real Estate Pvt. Ltd.

b) The above facilities are further secured by (i) personal guarantee of managing director, Mr. Rajeev Sheth, (ii) corporate guarantee of Divya Real Estate Pvt. Ltd. and Fabrikant Tara International LLC and (iii) fixed deposits of ` 7.00 crore of managing director, Mr. Rajeev Sheth.

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

6 OTHER CURRENT LIABILITIES (`)



Current maturities of long-term borrowings 13,312,005 27,711,939Interest accrued but not due on borrowings 594,296 1,680,808Statutory liabilities 26,881,020 20,623,946Other payables# 186,964,874 154,059,062TOTAL 227,752,195 204,075,755

# Other payables include expenses payable and advances received from customers.

7 SHORT-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 38) 641,732 97,281Leave encashment 634,581 373,506Provision for taxation (Net of tax payments) 147,476,651 72,615,704TOTAL 148,752,964 73,086,491




8. FIXED ASSETS (Amount in `)

Assets

GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK

As at April 1,

2013 Additions Disposals

As at March 31,

2014

As at April 1,

2013

For the period

Deductions/ Adjustments

As at

March 31,

2014

As at

March 31,

2014

As at March 31,

2013

Tangible Assets

Building 295,841,439 113,305,902 - 409,147,341 110,452,535 15,551,889 - 126,004,424 283,142,917 185,388,904

Leasehold Improvements 84,111,203 90,569,060 26,815,146 147,865,117 44,742,587 31,042,641 26,815,146 48,970,082 98,895,035 39,368,616

Vehicles 42,782,846 928,336 2,236,413 41,474,769 22,134,641 5,443,970 1,414,432 26,164,179 15,310,590 20,648,205

Air Conditioners 27,099,520 6,080,160 1,119,743 32,059,937 16,071,061 2,013,876 409,904 17,675,033 14,384,904 11,028,459

Computer Hardwares 62,178,372 6,221,373 64,157 68,335,588 54,337,933 4,369,797 52,778 58,654,952 9,680,636 7,840,439

Electric Installations 42,997,744 6,268,882 2,172,372 47,094,254 24,770,377 2,970,205 750,834 26,989,748 20,104,506 18,227,367

Furniture & Fixtures 141,437,338 54,499,985 10,227,771 185,709,552 80,796,976 17,269,631 4,401,254 93,665,353 92,044,199 60,640,362

Office Equipment 41,911,987 23,925,230 556,832 65,280,385 18,513,832 5,527,934 189,722 23,852,044 41,428,341 23,398,155

Plant & Equipment 553,940,675 244,794,959 448,244 798,287,390 302,702,149 109,470,404 172,327 412,000,226 386,287,164 251,238,526

Factory Equipments 7,667,349 203,250 - 7,870,599 3,319,947 618,391 - 3,938,338 3,932,261 4,347,402

Flat 105,418,999 34,305,775 - 139,724,774 7,330,876 4,904,406 - 12,235,282 127,489,492 98,088,123

Ship 4,951,213 - - 4,951,213 3,433,701 303,502 - 3,737,203 1,214,010 1,517,512

TOTAL 1,410,338,685 581,102,912 43,640,678 1,947,800,919 688,606,615 199,486,646 34,206,397 853,886,864 1,093,914,055 721,732,070

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

Intangible Assets

Computer Software 54,403,476 4,276,790 - 58,680,266 23,943,533 7,430,699 - 31,374,232 27,306,034 30,459,943

Goodwill 27,020,125 - - 27,020,125 27,020,125 - - 27,020,125 - -

TOTAL 81,423,601 4,276,790 - 85,700,391 50,963,658 7,430,699 - 58,394,357 27,306,034 30,459,943

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

Capital Work-In-Progress - 8,521,830

Intangible Assets under Development

2,966,304 -




9 NON-CURRENT INVESTMENTS (`)



Trade Investments (at cost, unquoted, fully paid up)Investment in Equity InstrumentsSubsidiariesTara (Hong Kong) Limited 24,867,804 24,867,804655,590 Equity shares of face value HK$ 10 each

Tara Jewels Holding Inc. 113,299,500 113,299,5002,000 Equity Shares of Face Value US$ 0.01 each

AssociatesDivya Jewels Pvt. Ltd. 175,000 175,0005,000 Equity Shares of Face Value ` 10 each

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

Other Investments (at cost, quoted, fully paid up unless otherwise stated)Investment in Equity InstrumentsOther entitiesPunjab National Bank 43,400 43,4001,400 Equity Shares of Face Value ` 10 each(Market value as on 31.03.2014 - ` 1,041,460)

Bank of India Ltd 63,000 63,0001,400 Equity Shares of Face Value ` 10 each(Market value as on 31.03.2014 - ` 319,900)

Investment in Mutual FundsSBI MF Magnum Balanced Fund - Regular Plan Growth 11,500,000 8,000,000220,669.074 (Previous Year : 160,464.431) Units of Face Value ` 10 each(N.A.V as on 31.03.2014 - ` 14,589,161/-)

SBI Premier Liquid Fund - Regular Fund Daily Dividend 27,626 25,84227.535 (Previous Year : 25.755) Units of Face Value ` 10 each(N.A.V as on 31.03.2014 of ` 27,624/-)

AACG-Union KBC Asset Allocation Fund - Conservative Plan Growth 1,500,000 1,500,000150,000 Units of Face Value ` 10/- each.(N.A.V as on 31.03.2014- ` 1,537,695/-)







AAMG Union KBC Asset Allocation Fund - Moderate Plan Growth - 1,500,000Nil (Previous Year : 149,990 ) Units of Face value ` 10/- each

CP1G-Union KBC Capital Protection Oriented Fund - Series 1 Growth 1,000,000 1,000,00099,990 Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 1,139,966/-)

CP4G-Union KBC Capital Protection Oriented Fund-Series 4-Reg Plan-Growth 1,500,000 -150,000 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 1,575,495/-)

CP5G-Union KBC Captial Protection Oriented Fund-Series 5-Reg Plan-Growth 1,500,000 -150,000 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 1,609,770/-)

FM7G- Union KBC Fixed Maturity Plan Series 7 Growth 500,000 -50,000 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 531,720/-)

DBG-Union KBC Dynamic Bond Fund - Growth - 1,500,000Nil (Previous year : 141,133.851) Units of Face Value of ` 10.6275/- each

TF1 GR - Union KBC Trigger Fund- Series 1 Regular Plan Growth 1,664,570 -166,457 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 of ` 18,16,046/-)

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

TOTAL OTHER INVESTMENTS (B) 36,798,596 31,132,242

TOTAL (A + B) 175,140,900 169,474,546

Details of Quoted and Unquoted InvestmentsAggregate amount of quoted investments (Market value of ` 24,188,837 (Previous Year ` 15,832,207))

19,298,596 13,632,242

Aggregate amount of unquoted investments 155,842,304 155,842,304TOTAL 175,140,900 169,474,546




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



Deferred tax assets arising on account of timing difference in:Provision for gratuity and leave encashment 11,061,481 12,153,808Unamortised share issue expenses u/s 35D 15,498,083 20,664,111Disallowance under section 40(a)(ia) and 43B 1,044,170 849,750Carried forward losses 29,651 -TOTAL 27,633,385 33,667,669Deferred tax (liabilities) arising on account of timing difference in:Depreciation (25,330,005) (24,917,002)TOTAL (25,330,005) (24,917,002)

NET DEFERRED TAX ASSET 2,303,380 8,750,667

11 LONG-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodCapital Advances 14,118,374 77,022,582Security Deposits 51,566,803 47,763,895Prepaid expenses 346,322 689,720Other loans and advances* 2,783,057 2,799,991TOTAL 68,814,556 128,276,188

* Includes primarily claims receivable

12 INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE) (`)



Raw materials 2,118,635,550 1,532,447,411(including Goods-in-transit ` 29,466,360 (Previous year ` 5,706,098))Work-in-process 2,498,417,859 2,950,858,023Finished goods 1,439,482,733 1,204,370,839Stock-in-trade 7,265,778 28,815,987Stores, consumables and packing material 53,806,511 43,432,108TOTAL 6,117,608,431 5,759,924,368




13 TRADE RECEIVABLES (`)



Unsecured, considered goodOutstanding for a period exceeding six months from the date they became due for payment 495,714,018 79,467,466Others 2,592,725,292 2,296,540,802TOTAL 3,088,439,310 2,376,008,268

Note: For dues from subsidiaries, refer note 37

14 CASH AND BANK BALANCES (`)



Cash and Cash EquivalentsBalances with banks 72,925,043 68,106,058Cash on hand 33,462,591 25,131,468Fixed deposits with banks with less than three months maturity - 255,000,000Other Bank BalancesDeposits with banks to the extent held as margin money for gold 282,378,663 541,357,011Fixed deposits with banks as security against borrowings 253,496,738 184,223,193TOTAL 642,263,035 1,073,817,730

15 SHORT-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodLoans to employees 3,499,442 3,938,200Prepaid expenses 55,685,498 38,160,812Balances with Statutory, Government Authorities 89,106,718 55,882,144Other loans and advances* 7,815,833 20,302,585TOTAL 156,107,491 118,283,741

* Includes primarily advance paid to creditors

16 OTHER CURRENT ASSETS (`)



Interest accrued on fixed deposits 6,508,449 11,687,660TOTAL 6,508,449 11,687,660




17 REVENUE FROM OPERATIONS (`)

Particulars Year ended March 31, 2014


Sale of productsGems and Jewellery 13,917,737,372 12,463,320,700Gold-Bullion 64,939,300 750,605,421Others 188,343,687 619,546,336Sale of servicesLabour charges 345,118 2,521,424TOTAL 14,171,365,477 13,835,993,881

18 OTHER INCOME (`)



Interest on Bank fixed deposits 37,786,994 43,102,734Interest on others 78,734 740,485Dividend income 53,584 124,784Rent received 900,000 600,000Profit on sale of investments (Net) 219,103 -Sundry balances written back 8,107,514 3,253,975Miscellaneous income 2,738,408 112,086TOTAL 49,884,337 47,934,064

19 COST OF MATERIALS CONSUMED (`)



As at beginning of the year 1,532,447,411 1,473,671,418Add: Purchases 8,820,292,351 7,761,392,240Less : As at end of the year 2,118,635,550 1,532,447,411TOTAL COST OF MATERIALS CONSUMED 8,234,104,212 7,702,616,247Details of raw materials consumedPrecious metals and diamonds 8,087,652,379 7,628,837,581Others 146,451,833 73,778,666TOTAL 8,234,104,212 7,702,616,247

20 PURCHASES OF STOCK-IN-TRADE (`)



Gems and Jewellery 2,775,469,068 3,068,128,709Gold-Bullion 64,868,252 749,104,686Others 139,912,752 557,833,789TOTAL 2,980,250,072 4,375,067,184




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



Inventories as at the beginning of the yearWork - in - process 2,950,858,023 2,434,098,590Finished goods 1,204,370,839 1,071,432,230Stock-in-trade 28,815,987 157,589,211TOTAL 4,184,044,849 3,663,120,031Less : Inventories as at the end of the yearWork - in - process 2,498,417,859 2,950,858,023Finished goods 1,439,482,733 1,204,370,839Stock-in-trade 7,265,778 28,815,987TOTAL 3,945,166,370 4,184,044,849

NET DECREASE / (INCREASE) IN INVENTORIES 238,878,479 (520,924,818)

22 EMPLOYEE BENEFIT EXPENSES (`)



Salaries, allowances and bonus 370,167,687 265,388,653Contribution to provident and other funds 24,846,168 27,055,115Directors remuneration 34,056,202 39,459,327Staff and labour welfare 17,348,231 11,952,551TOTAL 446,418,288 343,855,646

23 FINANCE COST (`)



Interest Expense 460,322,356 355,483,946Other borrowing cost 74,409,459 38,757,968Bank charges 36,813,385 35,161,249TOTAL 571,545,200 429,403,163

24 DEPRECIATION AND AMORTISATION EXPENSE (`)



Depreciation of tangible assets 199,486,646 120,270,961Amortisation of intangible assets 7,430,699 9,616,758TOTAL 206,917,345 129,887,719




25 OTHER EXPENSES (`)



Manufacturing ExpensesWages, allowances & bonus 118,803,993 101,734,116Import clearing charges 17,656,447 10,836,227Labour charges 165,958,837 63,598,297Electric power, fuel and water 39,961,001 28,373,583Repairs and maintenance: factory building 1,878,592 1,743,792Repairs and maintenance: plant & machinery 6,377,323 4,983,463Foreign exchange difference (net) (8,587,390) (42,496,928)Stores, consumables and packing material 115,992,485 79,550,963

458,041,288 248,323,513Selling, Administration and Other ExpensesAdvertisement 33,735,980 11,520,591Auditor's remuneration 7,601,400 4,842,480Commission 598,194 489,662Bad Debts written off 1,936,016 -Discount 22,600,515 14,133,305Credit insurance 28,471,057 19,493,322Electricity charges 10,163,356 6,658,998Export clearing charges 29,211,892 9,854,671Fixed assets written off 7,248,695 -House Keeping Expenses 7,943,224 7,664,511Insurance 10,548,741 10,248,225Legal and professional fees 27,890,236 13,796,543Loss on sale of fixed assets (net) 719,802 181,740Rates and taxes 3,232,895 5,515,895Rent 97,392,784 68,055,242Repairs & maintenance - other 22,200,957 15,758,923Sales promotion expenses 37,917,235 44,373,362Security charges 24,507,544 19,333,642Telephone and internet expenses 6,911,602 5,671,473Travelling & conveyance expenses 32,890,802 22,694,358Miscellaneous expenses 47,187,073 40,900,401

460,910,000 321,187,344TOTAL 918,951,288 569,510,857




26 CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS (TO THE EXTENT NOT RECOGNISED)Contingent liabilities (`)



Claims against the company not acknowledged as debt in respect of:a. Custom duty matter 1,900,563 1,900,563b. Property tax 2,481,489 1,366,031c. Service tax matter 6,723,389 6,728,389Corporate Guarantee given by the Company to the bankers of a subsidiary company 1,111,850,000 870,240,000Bills discounted 2,824,436,778 1,634,111,158TOTAL 3,947,392,219 2,514,346,141CommitmentsEstimated amount of contracts remaining to be executed on capital account and not provided for 188,735,653 108,075,758TOTAL 188,735,653 108,075,758

Income Tax Assessment The Income- Tax assessments of the Company have been completed up to Assessment Year 2010-11. The disputed demand outstanding

(net of refund due) up to the said assessment year is approximately ` 84,100,000 Based on the decisions of the appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

27 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURESa) Forward Contracts outstanding as at the reporting date :

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

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

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to ` 264,497,895 (Previous year : ` 208,220,683).

28 AUDITOR'S REMUNERATION (`)



Statutory audit fees 3,500,000 3,500,000Tax audit fees 1,200,000 500,000Certification and consultation 2,901,400 842,480TOTAL 7,601,400 4,842,480




29 VALUE OF IMPORTS ON CIF BASIS (`)



Raw materials 4,321,181,562 2,109,604,311Trading goods 1,303,324,612 2,362,009,415Packing Material 49,143,047 7,481,706Components and spare parts 30,125,035 28,194,899Capital goods 236,733,513 76,718,718TOTAL 5,940,507,769 4,584,009,049

30 EXPENDITURE IN FOREIGN CURRENCY (`)



Commission on sales 438,846 141,594Interest 167,581,774 137,963,632Labour charges 2,942,039 3,714,335Salary 80,918,132 40,473,635Professional and consultation fees 1,499,504 926,970Payment on other accounts 13,830,697 13,117,915TOTAL 267,210,991 196,338,081

31 EARNINGS IN FOREIGN EXCHANGE (`)



Export of goods calculated on F.O.B. basis 11,635,966,806 10,756,817,711Freight 25,317,393 6,780,393TOTAL 11,661,284,199 10,763,598,104

32 REMITTANCE IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDENDThe Company has paid interim dividend in respect of shares held by Non-Residents on repartriation basis. The total amount remittable in this respect is given herein below : (`)



a) Number of Non-Resident Shareholders 2b) Number of Equity Shares held by them 1,800,170c) (i) Amount of Dividend paid (Gross) 1,800,170 - (ii) Tax deducted at source - - (iii) Year to which dividend relates 2013-14 N.A.




33 OPERATING LEASESa. The Company has given commercial premises on operating lease. In respect of this arrangements, lease rentals income of ` 900,000

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

b. The Company's significant leasing arrangements are in respect of residential flats and commercial premises taken on lease.

The arrangements range between 11 months and 9 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the year and included under Rent (disclosed under Other Expenses in Note 25).The aggregate rental expenses of all the operating leases for the year are ` 97,392,794 (Previous year : ` 68,055,242).

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

Minimum Lease Payments Year ended March 31, 2014


Not later than one year 25,871,577 39,750,016Later than one year but not later than five year 2,309,702 12,692,026

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

(`)

Particulars Year ended

March 31, 2014 Year ended

March 31, 2013a) Principal amount due and remaining unpaid 151,986 -b) Interest due on above - -c) Payment made beyond the appointed day during the year 275,856 486,550d) Interest Paid - -e) Interest due and payable for the period of delay 13,300 14,539f) Interest accrued and remaining unpaid 13,300 14,539g) Amount of further interest remaining due and payable in succeeding years 34,971 21,671

35 SHARE WARRANTSPursuant to the approval of the Members of the Company obtained under Section 81 (1A) of the Companies Act, 1956 through Postal Ballot on March 19, 2014 , the Management & Administration Committee of the Board of Directors at its meeting held on April 02, 2014 has allotted 3,05,000 (Three Lac Five Thousand) Convertible Warrants (“Warrants”), to Bennett, Coleman & Company Limited (‘BCCL’) on a preferential allotment basis, with each warrant convertible into one equity share, not later than 18 months from the date of allotment in accordance with the SEBI (ICDR) Regulations, 2009.




36 EMPLOYEE STOCK OPTION PLANThe Company implemented "ESOP 2010" and "ESOP 2013" as approved by the shareholders of the Company.Details of the options granted under the plan are as under:

Option Grant Date No of Options Exercise Price ` Vesting PeriodESOP 2010 - Grant A 02.09.2010 442,571 333 02.09.2010 to 01.09.2014ESOP 2010 - Grant B 02.09.2010 66,454 20 02.09.2010ESOP 2013 25.07.2013 242,956 230 25.07.2013 to 24.07.2017

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

The particulars of options granted and lapsed under the ESOP 2010 and ESOP 2013 plan are as below:

Particulars Year ended March 31, 2014 Year ended March 31, 2013ESOP 2010

Grant AESOP 2010

Grant B ESOP 2013

ESOP 2010Grant A

ESOP 2010Grant B

ESOP 2013

Options outstanding as at the beginning of the year Nil 49,841 Nil 442,571 66,454 NilAdd: Options granted during the year Nil Nil 242,956 Nil Nil NilLess: Options lapsed during the year Nil 4,473 Nil Nil Nil NilLess: Options exercised during the year Nil 45,368 Nil Nil 16,613 NilLess: Options Surrendered during the year Nil Nil Nil 442,571 Nil NilOptions outstanding as at the end of the year - Nil 242,956 - 49,841 Nil

The Company has followed the intrinsic value-based method of accounting for stock options based on Guidance Note on Accounting for Employee Share -based Payments, issued by the Institute of Chartered Accountants of India. Had the compensation cost for the Company’s stock based compensation plans been determined in the manner consistent with the fair value approach as described in the said Guidance Note, (a) the Company’s net income would be lower by ` 940,488 (previous year : ` 8,649,483), (b) General Reserve would have been lower by ` 2,421,610 (Previous year : ` 29,229,594) due to surrender of options and (c) earnings per share as reported would be lower as indicated below:

(`)



Net profit after tax, as reported 394,387,581 662,423,314Less: Total stock-based employee compensation expense determined under fair value based method 2,345,994 8,649,483Add: Total stock-based employee compensation expense determined under intrinsic value based method

- -

Adjusted net profit after tax 392,041,587 653,773,831Basic earning per share- As reported 16.03 32.20- Adjusted 15.94 31.78Diluted earning per share- As reported 16.03 32.13- Adjusted 15.94 31.71




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

Particulars ESOP 2010 Grant dated 02.09.2010

ESOP 2013 Grant dated 25.07.2013

Dividend yield (%) 0.00% 0.00%Expected life (years) 3.50 Yrs 4.00 Yrs Risk free interest rate(%) 6.58% 9.10%Volatility (%) 0.00% 46.10%

37. RELATED PARTY DISCLOSUREDisclosures of related party transactions as per AS-18 "Related Party Disclosure" is given below:A. List of Related PartiesSubsidiary Companies1. Fabrikant Tara International LLC.2. Tara Jewels Holding Inc.3. Tara (Hong Kong) Ltd.4. Tara China Jewelery Ltd.5. Tara Jewels Honduras, Sociedad de Responsabilidad Limitada (Upto 29.08.2013)Key Management Personnel/ Relatives1. Mr.Rajeev Sheth2. Mrs. Nalini Rajan3. Mr.Vikram Raizada4. Miss Aarti Sheth5. Mrs. Divya Sheth6. Mrs. Purnima Sheth7. Miss Alpana Deo (Resigned on 31.01.2013)8. Mr. Vishnukumar RaizadaEntities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control1. F. T. Diamonds2. Divya Jewels International Pvt. Ltd.3. Divya Real Estate Pvt. Ltd.4. Aarti Jewellers Pvt Ltd.5. Karan Arjun Jewellery Pvt. Ltd.6. Tara Duniya Corporation




B. Transactions during the year ended March 31, 2014 (Amount in `)

Particulars Name of the Related Party

SubsidiariesCompanies

Key Management Personnel/ Relatives

Entities in which Key Managerial Personnel/ their

relatives have significant influence or control

Current Year Previous Year Current Year Previous Year Current Year Previous YearSale of Goods Fabrikant Tara

International LLC.2,942,109,805 2,192,200,830 - - - -

Tara (Hong Kong) Ltd. 538,175,741 597,761,222 - - - -Purchase of Goods

Fabrikant Tara International LLC.

979,991,834 82,394,933 - - - -

Tara (Hong Kong) Ltd. 492,174,087 802,007,800 - - - -Labour Charges Paid

Tara (Hong Kong) Ltd. 2,403,252 2,944,347 - - - -

F. T. Diamonds - - - - - 384Labour Charges Received

Aarti Jewellers Pvt Ltd. - - - - 89,327 110,633

Karan Arjun Jewellery Pvt. Ltd.

- - - - - 300

Sale of Fixed Assets

Mr. Vishnukumar Raizada

- - 285,000 - - -

Remuneration and Commission

Mr Rajeev V. Sheth - - 18,683,078 20,966,530 - -

Mrs Nalini Rajan - - 4,082,035 4,073,634 - -Mr Vikram Raizada - - 11,056,359 9,039,720 - -Ms Aarti Sheth - - 2,991,600 3,000,000 - -Ms Divya Sheth - - 1,200,000 915,155Ms Alpana Deo - - - 4,000,000 - -Perquisites to Directors - - 2,471,959 379,443 - -

Issue of shares (exercise of ESOP)

Mrs Nalini Rajan 319,490 -

Rent Paid Divya Real Estate Pvt. Ltd.

- - - - - 600,000

Repayment of Unsecured Loans

Divya Jewels International Pvt. Ltd.

- - - - 59,560,552 34,693,367

Unsecured Loans taken


- - - - 52,000,000 -

Sales Promotion Expenses

Aarti Jewellers Pvt Ltd. - - - - 535,000 15,850

Investment in Subsidiary

Tara Jewels Holding Inc - 10,864,000 - - - -




C. Closing Balances as on March 31, 2014 (Amount in )̀

Particulars Name of the Related Party

SubsidiariesCompanies

Key Management Personnel/ Relatives



Current Year Previous Year Current Year Previous Year Current Year Previous YearTrade Receivables Fabrikant Tara

International LLC. - 57,934,616 - - - -

F. T. Diamonds - - - - 990,223 896,144Aarti Jewellers Pvt Ltd. - - - - 33,162 28,763

Trade Payables Tara (Hong Kong) Ltd. 203,803,733 103,536,927 - - - -Fabrikant Tara International LLC.

612,848,081

Investments Tara Jewels Holding Inc. 113,299,500 113,299,500 - - - -Tara (Hong Kong) Ltd. 24,867,804 24,867,804 - - - -Divya Jewels International Pvt. Ltd.

- - - - 175,000 175,000

Short Term Borrowings


- - - - 67,793,171 75,353,723

Director Remunaration payable

Mr.Rajeev Sheth - - 7,152,949 8,966,530 - -

Ms. Nalini Rajan - - 169,274 - - -Mr. Vikram Raizada - - 573,315 - - -

Salary Payable Ms Aarti Sheth - - 45,585 - - -Ms Divya Sheth - - 31,568 - - -




38 EMPLOYEE BENEFITS DISCLOSURE (`)



The Company has classified the various benefits provided to employees as under :-I. Defined Contribution Plansa. Employer's contribution to provident fundb. Employer's contribution to employee’s state insurance

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss- Employers' contribution to provident fund 13,304,876 13,841,771- Employers' contribution to employee’s state insurance 7,085,713 7,075,506

II. Defined Benefit PlanContribution to Gratuity Funda. Major Assumptions (% p.a.) (% p.a.) Discount rate 9 8 Expected rate of return on plan assets 8 8 Salary escalation rate@ 5 5 @ The estimates for future salary increases considered takes into account the inflation,

seniority, promotion and other relevant factors.b. Change in the Present Value of Obligation Present value of obligation at beginning ofyear 24,153,236 22,373,475 Current service cost 4,863,824 11,647,055 Interest cost 966,129 2,968,551 Benefit paid from fund (1,180,860) (1,477,415) Benefit paid directly from Company (4,774,850) (4,541,195) Actuarial (gain) \ loss on obligations (2,011,280) (6,817,235) Present value of obligation at end of the year 22,016,199 24,153,236c. Change in Fair Value of Plan Assets Fair value of plan assets at beginning ofyear 731,715 143,213 Expected return on plan assets 58,537 12,232 Actuarial gain / (loss) on obligations (686,505) 2,575 Contributions 1,217,396 2,051,110 Benefits paid (1,180,860) (1,477,415) Fair Value of Plan Assets at end of the year 140,283 731,715d. Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets Present value of funded obligation at end of the year 22,016,199 24,153,236 Fair value of plan assets at end of the year 140,283 731,715 Funded status (21,875,916) (23,421,521) Present value of unfunded obligation at end of the year 21,875,916 23,421,521 Unfunded net liability recognised in the Balance Sheet 21,875,916 23,421,521







e. Amount recognised in the Balance Sheet Present value of obligation at end of the year 22,016,199 24,153,236 Fair value of plan assets at end of the year 140,283 731,715 Liability recognised in the Balance Sheet 21,875,916 23,421,521 Disclosed under : Long term provision 21,234,184 23,324,240 Short term provisions 641,732 97,281f. Expenses Recognised in the Statement of Profit and Loss Current service cost 4,863,824 11,647,055 Interest cost 966,129 2,968,551 Expected return on plan assets (58,537) (12,232) Net actuarial losses / (gain) recognised in the year (1,324,775) (6,819,810) Total expenses recognised in the Statement of Profit and Loss 4,446,641 7,783,564 Actual return on plan assets (627,968) 14,807

39 SEGMENT INFORMATIONA. Information about Primary Business Segment The Company is exclusively engaged in the "Diamond and Gold Jewellery" Business Segment.

B. Information about Secondary Geographical Segment.Particulars April 1, 2013 to March 31, 2014

India Outside India* TotalExternal Revenue 2,510,081,278 11,661,284,199 14,171,365,477

(3,072,395,777) (10,763,598,104) (13,835,993,881) As at March 31, 2014

Carrying Amount of Segment Assets 8,174,276,377 3,207,095,568 11,381,371,945 (7,957,996,290) (2,448,940,721) (10,406,937,011)

April 1, 2013 to March 31, 2014Capital Expenditure 579,824,176 - 579,824,176

(133,460,190) - (133,460,190)

* Includes mainly United States of America, Australia, China (including Hong kong), United Arab Emirates, Europe, South- Africa, Canada, Israel and United kingdom

Note: The figures in brackets are in respect of the previous year ended March 31, 2013

Notes:

(a) Segment Revenue in the geographical segment considered for disclosure are as follows: - Revenue within India includes sales to customers located within India and earnings in India - Revenue outside India includes sales to customers located outside India and earnings outside India.

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




40 EARNINGS PER SHAREParticulars Year ended


March 31, 2013Profit after tax (`) 394,387,581 662,423,314Weighted average number of equity shares for Basic EPS 24,602,341 20,570,996Add: Potential equity shares on exercise of option of ESOP - 46,848Weighted average number of equity shares for Diluted EPS 24,602,341 20,617,844Nominal Value per Share (`) 10.00 10.00Basic Earnings Per Share (`) 16.03 32.20Diluted Earnings Per Share (`) 16.03 32.13

41 ISSUE OF SHARESDuring the year ended March 31, 2013, the Company has made Initial Public Offer (IPO) & Pre-IPO of equity shares. Utilisation of funds out of net proceeds of the IPO and Pre-IPO is as follows:

(`)

Particulars Utilisation planned as per

Prospectus

Amount Utilised till

March 31, 2014

Balance unutilised as on March 31, 2014

Finance the establishment of new retail stores 664,889,974 664,889,974 -Repayment / pre-payment of loans 500,000,000 500,000,000 -General corporate purposes and issue related expenses 335,109,896 335,109,896 -TOTAL 1,499,999,870 1,499,999,870 -

42 DEFERRED TAX EXPENSE (`)



Opening deferred tax (Liability) / Asset 8,750,667 (9,271,553)Add: Deferred tax assets created on public issue expenses adjusted against securities premium - 25,830,138

8,750,667 16,558,585Less : Deferred tax (Liability) / Assets as at the end of year 2,303,380 8,750,667DEFERRED TAX EXPENSE RECOGNISED IN STATEMENT OF PROFIT AND LOSS 6,447,287 7,807,918

43 PRIOR YEAR COMPARATIVESPrior year comparatives have been reclassified to confirm with the current year’s presentation, wherever applicable.





CONSOLIDATED FINANCIAL STATEMENTS



To The Board Of Directors Tara Jewels Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSWe have audited the accompanying consolidated financial statements of Tara Jewels Limited (“the Company”), and its subsidiaries (collectively referred to as “the Group”) which comprise the Consolidated Balance Sheet as at March 31, 2014, the Consolidated Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTSManagement is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the Accounting Standards notified under the Companies Act, 1956 (“the Act”) (which continue to be applicable in respect of section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of Ministry of Corporate Affairs). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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

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

consolidated financial statements that give 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 the effectiveness of the Group’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

OPINIONIn our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of other auditors on the financial statements/ consolidated financial statements of the subsidiaries as noted below, the Consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014;

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

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

OTHER MATTERSWe did not audit the financial statements / consolidated financial statements of the subsidiary companies, whose financial statements reflect total assets of ` 3,030,448,941 as at March 31, 2014, total revenues (net turnover) of ` 8,680,015,526 and net cash inflows amounting to ` 18,128,020 for the year ended on that date. These financial statements / consolidated financial statements and other financial information have been audited by other auditors whose reports have been furnished to us, and our opinion, is based solely on the reports of other auditors.

Our opinion is not qualified in respect of other matters.



Place: Mumbai C.B. ChhajedDated: 28.05.2014 (Partner)


INDEPENDENT AUDITOR’S REPORT






(`)

ParticularsNote



EQUITY AND LIABILITIESShareholders' FundsShare capital 1 246,228,500 245,774,820 Reserves and surplus 2 5,158,199,972 4,682,780,763

5,404,428,472 4,928,555,583 Minority Interest - -Non-Current LiabilitiesLong-term borrowings 3 11,570,159 62,709,486 Other long-term liabilities 4 2,756,967 284,514 Long-term provisions 5 31,267,026 35,286,225

45,594,152 98,280,225 Current LiabilitiesShort-term borrowings 6 3,848,991,539 3,242,236,150 Trade payables 3,191,154,697 3,044,702,094 Other current liabilities 7 319,830,684 253,037,089 Short-term provisions 8 149,761,683 99,144,522

7,509,738,603 6,639,119,855 TOTAL 12,959,761,227 11,665,955,663 ASSETSNon-Current AssetsFixed assets 9Tangible assets 1,129,073,887 762,422,078 Intangible assets 28,299,244 31,683,846 Capital work-in-progress - 8,521,830 Intangible assets under development 2,966,304 - Non-current investments 10 36,973,596 31,307,242 Deferred tax assets (Net) 11 6,570,480 12,612,357 Long-term loans and advances 12 69,698,928 130,084,547

1,273,582,439 976,631,900 Current assetsInventories 13 6,934,993,215 6,509,379,764 Trade receivables 14 3,807,654,154 2,901,519,551 Cash and bank balances 15 710,417,998 1,123,844,673 Short-term loans and advances 16 226,604,972 142,892,115 Other current assets 17 6,508,449 11,687,660

11,686,178,788 10,689,323,763 TOTAL 12,959,761,227 11,665,955,663 Significant Accounting Policies and Notes on Accounts form an integral part of the financial statements.

BALANCE SHEET As at March 31, 2014






(`)

ParticularsNote



INCOMERevenue from operations 18 16,953,976,562 16,354,509,892 Other income 19 53,836,467 52,592,861 TOTAL REVENUE 17,007,813,029 16,407,102,753

EXPENSESCost of materials consumed 20 10,144,352,410 9,494,929,339 Purchases of stock-in-trade 3,308,588,594 4,576,193,777 Changes in inventories of finished goods, work-in-process and Stock-in-Trade 21 151,709,146 (618,672,015)Employee benefits expense 22 563,149,107 445,552,292 Finance costs 23 650,804,799 490,748,494 Depreciation and amortisation expense 24 215,146,337 139,006,322 Other expenses 25 1,210,425,343 922,830,188 TOTAL EXPENSES 16,244,175,736 15,450,588,397 Profit before tax 763,637,293 956,514,356 Tax expense:Current tax 250,472,322 210,656,325 Deferred tax 6,041,877 4,867,108 Tax of earlier years 3,350,062 4,280,715 Profit after tax 503,773,032 736,710,208 Earning per equity share 33 Basic 20.48 35.81 Diluted 20.48 35.73

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

STATEMENT OF PROFIT & LOSSFor the year ended March 31, 2014



(`)



CASH FLOW FROM OPERATING ACTIVITIESNet profit before taxation 763,637,293 956,514,356

Adjustments for:Depreciation/ amortisation 215,146,337 139,006,322 Loss / (Profit) on sale of fixed assets (2,004,513) 181,740 Fixed Assets Written off 7,301,451 - Profit on sale of investments (219,103) - Dividend income (53,584) (124,784)Interest income (38,425,958) (44,380,042)Interest expense 522,453,920 411,971,247 Sundry balances written back (8,107,514) (3,253,975)Operating profit before working capital adjustment 1,459,728,329 1,459,914,864

Changes in working capital:Inventories (425,613,451) (619,679,890)Trade receivables (906,134,603) 262,773,920 Loans and advances and other assets (86,231,446) (41,805,163)Other Bank balances 162,528,528 (585,480,620)Trade payables 154,560,117 (683,706,201)Other liabilities and provisions 91,558,522 7,379,314 Cash flow generated from operations 450,395,996 (200,603,776)Income tax paid (net of refunds) (229,010,749) (236,240,736)NET CASH FLOW FROM OPERATING ACTIVITIES (A) 221,385,247 (436,844,512)

CASH FLOW FROM INVESTING ACTIVITIESPurchase of fixed assets (including intangible assets) (528,228,632) (211,733,681)Purchase of Investments (8,666,354) (169,025,842)Sale proceeds of investments 3,219,103 150,000,000 Sale proceeds of fixed assets 7,215,440 1,278,336 Dividend received 53,584 124,784 Interest received 43,605,169 36,072,695 Net Cash Flow from Investing Activities (B) (482,801,690) (193,283,708)

CASH FLOW STATEMENTFor the year ended March 31, 2014



(`)



CASH FLOW FROM FINANCING ACTIVITIESProceeds from borrowing 541,216,128 (77,351,354)Interest paid (502,797,689) (413,906,813)Proceeds from issue of share capital 907,360 1,500,332,130 Interim dividend (24,622,850) - Tax on dividend (4,184,653) - Share issue expenses - (63,972,265)NET CASH FLOW FROM FINANCING ACTIVITIES (C) 10,518,296 945,101,698 Net Increase / (Decrease) in Cash and Cash Equivalents (A+B+C) (250,898,147) 314,973,478 Cash & Cash Equivalent at the beginning of the period / year 364,602,716 49,629,238 Cash & Cash Equivalent at the end of the period / year 113,704,569 364,602,716 Deposits with banks to the extent held as margin money for gold 282,378,663 541,357,011 Fixed deposits with banks as security against borrowings 314,334,766 217,884,946 CASH & BANK BALANCES AT THE END OF THE PERIOD / YEAR 710,417,998 1,123,844,673 Figures under bracket represent outflows.






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

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

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

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

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

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

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

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

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

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

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

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

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

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




1 SHARE CAPITAL (`)



Authorised30,000,000 Equity Shares of ` 10 each 300,000,000 300,000,000Issued, subscribed and paid-up24,622,850 (Previous year : 24,577,482) Equity Shares of ` 10 each fully paid up 246,228,500 245,774,820TOTAL 246,228,500 245,774,820

Reconciliation of Equity Shares outstandingParticulars As at March 31, 2014 As at March 31, 2013

No. of Shares Amount (`) No. of Shares Amount (`)As at the beginning of the year 24,577,482 245,774,820 18,000,000 180,000,000Add:Issue of shares (refer note 34) - - 6,560,869 65,608,690Allotment of shares under ESOP (refer note 31) 45,368 45,368 453,680 16,613 166,130AS AT THE END OF THE YEAR 24,622,850 246,228,500 24,577,482 245,774,820

Details of shares for the period of five years immediately preceding the reporting dateParticulars No. of Shares



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

2009 75,000 75,000

Details of shareholders holding more than 5% shares of the CompanyName of Shareholder As at March 31, 2014 As at March 31, 2013

No. of Shares % No. of Shares %Mr. Rajeev Sheth 14,482,893 58.82 14,482,893 58.93 Crystalon Finanz AG 1,800,000 7.31 1,800,000 7.32 IDFC Premier Equity Fund 2,162,500 8.78 - -

Shares reserved for issue under Employee Stock Option Plan (‘ESOP 2010’ and ‘ESOP 2013’)For details of shares reserved for issue under ESOP 2010 and ESOP 2013 of the Company, refer note 29.

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

During the year, the Board of Directors, in their meeting on February 6, 2014, declared an interim dividend of Re. 1 per share.

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





2 RESERVES AND SURPLUS (`)



Securities Premium AccountBalance as at the beginning of the year 1,664,408,988 305,791,525 Add: Received on account of issue of shares - 1,434,391,180 Add: Premium on exercise of ESOP 14,653,864 5,365,999 Less: Public issue expenses (refer note 34) - 81,139,716 BALANCE AS AT THE END OF THE YEAR 1,679,062,852 1,664,408,988

SEZ Reinvestment Allowance ReserveBalance as at the beginning of the year 586,651,001 393,896,639 Add: Additions during the year - 295,509,625 Less: Utilised during the year 250,727,190 102,755,263 BALANCE AS AT THE END OF THE YEAR 335,923,811 586,651,001

Employee Stock Options OutstandingBalance as at the beginning of the year 15,600,233 20,800,102 Less: Utilisation during the year 15,600,233 5,199,869 BALANCE AS AT THE END OF THE YEAR - 15,600,233

General ReserveBalance as at the beginning of the year 88,000,000 88,000,000 Add: Additions during the year 1,400,049 - Add: Transferred from Surplus 25,000,000 - BALANCE AS AT THE END OF THE YEAR 114,400,049 88,000,000

Capital ReserveBalance as at the beginning of the year 26,848,865 26,848,865 BALANCE AS AT THE END OF THE YEAR 26,848,865 26,848,865

SurplusBalance as at the beginning of the year 2,301,271,676 1,757,315,830 Add: Profit after tax for the year 503,773,032 736,710,208 Less : Interim Dividend 24,622,850 - Less : Tax on Dividend 4,184,653 - Less : Transfer to General Reserve 25,000,000 - Add: SEZ reinvestment allowance reserve utilised 250,727,190 102,755,263 Less: Transfer to SEZ reinvestment allowance reserve - 295,509,625 BALANCE AS AT THE END OF THE YEAR 3,001,964,395 2,301,271,676

TOTAL 5,158,199,972 4,682,780,763

109ANNUAL REPORT 2013-14



3 LONG-TERM BORROWINGS (`)

Particulars As at March 31, 2014 As at March 31, 2013Non Current Current Non Current Current

SecuredTerm loan from bank - - 44,208,000 14,736,000 Term loan from others 10,755,019 9,027,089 13,448,199 6,418,851 Vehicle loan from bank 815,140 4,284,916 5,053,287 6,557,088 TOTAL 11,570,159 13,312,005 62,709,486 27,711,939 Less: Amount disclosed under 'other current liabilities' (note 7) - 13,312,005 - 27,711,939 NET TOTAL 11,570,159 - 62,709,486 -

a) Term loan from bank was taken for purchase of property and carries interest @ 13.75% p.a. The said term loan was repaid fully during the year.b) Term loan from others was taken for : (i) purchase of Software Licenses and carries interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments of ̀ 2,182,950/-

each including interest from February 2013. (ii) implementation and upgradation of Server and carried interest @ 13.20% p.a. The loan is repayable in 12 quarterly installments

of `166,410/- each including interest starting from May 2013, and (iii) purchase of Plant and Machinery and carried interest @ 13.00% p.a. The loan is repayable in 45 monthly installments of ̀ 148,642/-

each including interest starting from March 2014.c) Vehicle loan is secured by hypothecation of vehicles. The interest rate ranges from 10.00% to 13.75% p.a. The loan is repayable in 36

to 60 monthly installments inclusive of interest from the date of loan.

d) Maturity Profile: (`)

Particulars Maturity PeriodTotal

1-2 Years 2-3 Years 3-4 Years Vehicle loan 815,140 - - 815,140 Term loan from others 8,095,065 1,526,754 1,133,200 10,755,019

4 OTHER LONG TERM LIABILITIES (`)



Deferred lease obligations 2,756,967 284,514 TOTAL 2,756,967 284,514

5 LONG-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 31) 21,234,184 23,324,240Leave encashment 10,032,842 11,961,985TOTAL 31,267,026 35,286,225




6 SHORT-TERM BORROWINGS (`)



SecuredWorking capital loans from banks 3,743,662,553 3,132,164,692UnsecuredLoan from related party (Refer note 33) 105,328,986 110,071,458TOTAL 3,848,991,539 3,242,236,150

a) Working capital loans from banks are secured by hypothecation of inventories, book debts, plant and machinery, other fixed assets, fixed deposits, other current assets and equitable mortgage of the Company's immovable property at Seepz & MIDC, Andheri, Two flats at Royal Palms Goregaon, One flat at Breach Candy, One commercial unit at Bandra Kurla Complex and Two Flats at Prabhadevi belonging to Divya Real Estate Pvt. Ltd.

b) The above facilities are further secured by (i) personal guarantee of managing director, Mr. Rajeev Sheth, (ii) corporate guarantee of Divya Real Estate Pvt. Ltd. and Fabrikant Tara International LLC and (iii) fixed deposits of ` 7.00 crore of Managing Director, Mr. Rajeev Sheth.

Working Capital Loan by USA Subsidiary Company are secured by hypothecation of substantially all assets of the subsidiary company and subordinations; and corporate guarantee of Tara Jewels Limited

Working Capital Loans taken by Hongkong Subsidiary are secured by hypothecation of inventory, receivables and Fixed Deposits. The loans are further secured by corporate guarantee of Tara Jewels Limited and personal guarantee of Managing Director, Mr. Rajeev Sheth.

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

7 OTHER CURRENT LIABILITIES (`)



Current maturities of long-term borrowings 13,312,005 27,711,939Interest accrued but not due on borrowings 675,131 6,018,900Statutory liabilities 26,881,020 20,664,412Other payables# 278,962,528 198,641,838TOTAL 319,830,684 253,037,089

# Other payables include expenses payable and advances received from customers.

8 SHORT-TERM PROVISIONS (`)



Provision for employee benefitsGratuity (Refer note 31) 641,732 97,281Leave encashment 634,581 373,506Provision for taxation (Net of tax payments) 148,485,370 98,673,735TOTAL 149,761,683 99,144,522




9. FIXED ASSETS (`)

Assets

GROSS BLOCK (AT COST) DEPRECIATION / AMORTISATION NET BLOCK

As at April 1,

2013 Additions Disposals

As at March 31,

2014

Upto April 1,

2013

For the year

Deductions/ Adjustments

Upto

March 31,

2014

As at

March 31,

2014

As at March 31,

2013

Tangible Assets

Building 311,809,763 115,848,735 - 427,658,498 116,199,316 17,964,612 - 134,163,928 293,494,570 195,610,447

Leasehold Improvements 84,111,203 90,569,060 26,815,146 147,865,117 44,742,587 31,042,641 26,815,146 48,970,082 98,895,035 39,368,616

Vehicles 43,513,607 928,336 2,236,413 42,205,530 22,489,953 5,541,174 1,414,432 26,616,695 15,588,835 21,023,654

Air Conditioners 27,099,520 6,080,160 1,119,743 32,059,937 16,071,061 2,013,876 409,904 17,675,033 14,384,904 11,028,459

Computer Hardwares 68,932,965 6,221,373 64,157 75,090,181 59,492,055 5,009,985 52,778 64,449,262 10,640,919 9,440,910

Electric Installations 46,988,817 7,066,374 2,180,408 51,874,783 25,951,684 3,455,911 753,312 28,654,283 23,220,500 21,037,133

Furniture & Fixtures 158,459,270 56,705,880 10,227,771 204,937,379 87,327,514 19,518,987 4,401,254 102,445,247 102,492,132 71,131,756

Office Equipments 42,904,355 23,925,230 556,832 66,272,753 18,825,925 5,622,561 189,722 24,258,764 42,013,989 24,078,430

Plant & Machinery 572,693,420 244,794,959 6,821,862 810,666,517 308,378,498 111,289,330 3,473,406 416,194,422 394,472,095 264,314,922

Factory Equipments 10,628,396 203,250 - 10,831,646 4,846,280 817,960 - 5,664,240 5,167,406 5,782,116

Flat 105,418,999 34,305,775 - 139,724,774 7,330,876 4,904,406 - 12,235,282 127,489,492 98,088,123

Ship 4,951,213 - - 4,951,213 3,433,701 303,502 - 3,737,203 1,214,010 1,517,512

TOTAL 1,477,511,528 586,649,132 50,022,332 2,014,138,328 715,089,450 207,484,945 37,509,954 885,064,441 1,129,073,887 762,422,078

PREVIOUS YEAR 1,382,378,657 98,388,031 3,255,160 1,477,511,528 587,925,490 128,959,044 1,795,084 715,089,450 762,422,078 794,453,167

ntangible Assets

Trademark 1,156,250 - - 1,156,250 404,688 66,806 - 471,494 684,756 751,562

Computer Software 60,477,581 4,276,790 - 64,754,371 29,545,297 7,594,586 - 37,139,883 27,614,488 30,932,284

Goodwill 27,020,125 - - 27,020,125 27,020,125 - - 27,020,125 - -

TOTAL 88,653,956 4,276,790 - 92,930,746 56,970,110 7,661,392 - 64,631,502 28,299,244 31,683,846

PREVIOUS YEAR 60,671,271 27,982,685 - 88,635,956 46,922,832 10,047,278 - 56,970,110 31,683,846 13,748,439

Capital-work-in-progress - 8,521,830

Intangible Assets Under Development 2,966,304







Trade Investments (at cost, unquoted, fully paid up)Investment in Equity InstrumentsAssociatesDivya Jewels Pvt. Ltd. 175,000 175,0005,000 Equity shares of face value ` 10/- eachTOTAL TRADE INVESTMENTS (A) 175,000 175,000

Other Investments (at cost, quoted, fully paid up unless otherwise stated)Investment in Equity InstrumentsOther entitiesPunjab National Bank 43,400 43,4001,400 Equity shares of face value ` 10/- each fully paid up (Market value as on 31.03.2014 - ` 1,041,460)

Bank of India Ltd 63,000 63,0001,400 Equity shares of face value ` 10/- each fully paid up(Market value as on 31.03.2014 - ` 319,900)

Investment in Mutual FundsSBI MF Magnum Balanced Fund - Regular Plan Growth 11,500,000 8,000,000220,669.074 (Previous Year : 160,464.431) Units of Face Value ` 10/- each(N.A.V as on 31.03.2014 - ` 14,589,161/-)

SBI Premier Liquid Fund - Regular Fund Daily Dividend 27,626 25,84227.535 (Previous Year : 25.755) Units of Face Value ` 10/- each(N.A.V as on 31.03.2014 of ` 27,624/-)

AACG-Union KBC Asset Allocation Fund - Conservative Plan Growth 1,500,000 1,500,000150,000 Units of Face Value ` 10/- each.(N.A.V as on 31.03.2014- ` 1,537,695/-)

AAMG Union KBC Asset Allocation Fund - Moderate Plan Growth - 1,500,000Nil (Previous Year : 149,990 ) Units of Face value ` 10/- each

CP1G-Union KBC Capital Protection Oriented Fund - Series 1 Growth 1,000,000 1,000,00099,990 Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 1,139,966/-)







CP4G-Union KBC Capital Protection Oriented Fund-Series 4-Reg Plan-Growth 1,500,000 -150,000 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 1,575,495/-)

CP5G-Union KBC Captial Protection Oriented Fund-Series 5-Reg Plan-Growth 1,500,000 -150,000 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 1,609,770/-)

FM7G- Union KBC Fixed Maturity Plan Series 7 Growth 500,000 -50,000 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 - ` 531,720/-)

DBG-Union KBC Dynamic Bond Fund - Growth - 1,500,000Nil (Previous year : 141,133.851) Units of Face Value of ` 10.6275/- each

TF1 GR - Union KBC Trigger Fund- Series 1 Regular Plan Growth 1,664,570 -166,457 (Previous year : Nil) Units of Face Value of ` 10/- each(N.A.V as on 31.03.2014 of ` 1,816,046/-)Investment in Mutual Funds (Unquoted)IIMCL-Emerging India Opportunities Fund 17,500,000 17,500,0001,750 (Previous year : 1,000) units of face value `10,000/- each

TOTAL OTHER INVESTMENTS (B) 36,798,596 31,132,242

TOTAL (A + B) 36,973,596 31,307,242Details of Quoted and Unquoted InvestmentsAggregate amount of quoted investments (Market value of ` 24,188,837 (Previous Year ` 15,832,207))

19,298,596 13,632,242

Aggregate amount of unquoted investments 17,675,000 17,675,000TOTAL 36,973,596 31,307,242




11 DEFERRED TAX ASSETS / (LIABILITIES) - (NET) (`)



Deferred tax assets arising on account of timing difference in:Provision for gratuity and leave encashment 11,061,481 12,153,808Unamortised share issue expenses u/s 35D 15,498,083 20,664,111Disallowance under section 40(a)(ia) and 43B 1,044,170 849,750Carried forward losses 29,651 -Other timing differences 6,531,428 5,910,888TOTAL 34,164,813 39,578,557Deferred tax liabilities arising on account of timing difference in:Depreciation (27,594,333) (26,966,200)TOTAL (27,594,333) (26,966,200)

NET DEFERRED TAX ASSET 6,570,480 12,612,357

12 LONG-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodCapital Advances 14,118,374 77,022,582Security Deposits 52,451,175 49,572,254Prepaid expenses 346,322 689,720Other loans and advances* 2,783,057 2,799,991TOTAL 69,698,928 130,084,547

* Includes primarily claims receivable

13 INVENTORIES (VALUED AT LOWER OF COST AND NET REALISABLE VALUE) (`)



Raw materials (including Goods-in-transit ` 5,706,098 (Previous year ` 4,466,659)) 2,189,977,525 1,623,029,331Work-in-process 2,499,800,812 2,970,553,720Finished goods 2,184,142,589 1,843,548,618Stock-in-trade 7,265,778 28,815,987Stores, consumables and packing material 53,806,511 43,432,108TOTAL 6,934,993,215 6,509,379,764




14 TRADE RECEIVABLES (`)



UnsecuredOutstanding for a period exceeding six months from the date they became due for paymentConsidered Good 495,714,018 82,357,261Considered Doubtful 384,219 1,359,750

496,098,237 83,717,011Other DebtsConsidered Good 3,311,940,136 2,819,162,290Considered Doubtful 1,118,281 -

3,313,058,417 2,819,162,290Less: Provision for bad & doubtful debts (1,502,500) (1,359,750)TOTAL 3,807,654,154 2,901,519,551

15 CASH AND BANK BALANCES (`)



Cash and Cash EquivalentsBalances with banks 72,886,098 83,811,225Cash on hand 40,818,471 25,791,491Fixed deposits with banks with less than three months maturity - 255,000,000Other Bank BalancesDeposits with banks to the extent held as margin money for gold 282,378,663 541,357,011Fixed deposits with banks as security against borrowings 314,334,766 217,884,946TOTAL 710,417,998 1,123,844,673

16 SHORT-TERM LOANS AND ADVANCES (`)



Unsecured, considered goodLoans to employees 3,499,442 3,938,200Security deposits 24,401 -Prepaid expenses 84,307,282 48,137,896Balances with Statutory, Government Authorities 89,106,718 55,882,144Other loans and advances* 49,667,129 34,933,875TOTAL 226,604,972 142,892,115

* Includes primarily advance paid to creditors

17 OTHER CURRENT ASSETS (`)



Interest accrued on fixed deposits 6,508,449 11,687,660TOTAL 6,508,449 11,687,660




18 REVENUE FROM OPERATIONS (`)



Sale of products 16,953,631,444 16,351,988,468Sale of services 345,118 2,521,424TOTAL 16,953,976,562 16,354,509,892

19 OTHER INCOME (`)



Interest on fixed deposits 38,342,626 43,639,557Interest on others 83,332 740,485Dividend income 53,584 124,784Rent received 900,000 600,000Profit on sale of fixed assets (Net) 2,004,513 -Profit on sale of investments (Net) 219,103 -Sundry balances written back 8,107,514 3,253,975Miscellaneous income 4,125,795 4,234,060TOTAL 53,836,467 52,592,861

20 COST OF MATERIALS CONSUMED (`)



As at beginning of the year 1,623,029,331 1,656,638,262Add: Purchases 10,711,300,604 9,461,320,408Less : As at end of the year 2,189,977,525 1,623,029,331TOTAL COST OF MATERIALS CONSUMED 10,144,352,410 9,494,929,339

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



Inventories as at the beginning of the yearWork - in - process 2,970,553,720 2,446,018,345Finished goods 1,843,548,618 1,620,638,754Stock-in-trade 28,815,987 157,589,211TOTAL 4,842,918,325 4,224,246,310Less : Inventories as at the end of the yearWork - in - process 2,499,800,812 2,970,553,720Finished goods 2,184,142,589 1,843,548,618Stock-in-trade 7,265,778 28,815,987TOTAL 4,691,209,179 4,842,918,325

NET DECREASE / (INCREASE) IN INVENTORIES 151,709,146 (618,672,015)




22 EMPLOYEE BENEFIT EXPENSES (`)



Salaries, allowances and bonus 472,595,216 361,179,761Contribution to provident and other funds 33,233,223 31,629,242Directors remuneration 34,056,202 39,459,327Staff and labour welfare 23,264,466 13,283,962TOTAL 563,149,107 445,552,292

23 FINANCE COST (`)



Interest expense 522,453,920 411,971,247Other borrowing cost 74,409,459 38,757,968Bank charges 53,941,420 40,019,279TOTAL 650,804,799 490,748,494

24 DEPRECIATION AND AMORTISATION EXPENSE (`)



Depreciation of tangible assets 207,484,945 128,959,044Amortisation of intangible assets 7,661,392 10,047,278TOTAL 215,146,337 139,006,322




Manufacturing ExpensesWages, allowances & bonus 118,803,993 101,734,116Import clearing charges 27,262,153 10,836,227Labour charges 293,429,716 278,565,083Electric power, fuel and water 39,961,001 28,373,583Repairs and maintenance: factory building 1,878,592 1,743,792Repairs and maintenance: plant & machinery 6,377,323 4,983,463Foreign exchange difference (net) (4,794,645) (41,706,531)Stores, consumables and packing material 121,951,070 79,550,963

604,869,203 464,080,696Selling, Administration and Other ExpensesAdvertisement 34,669,374 11,578,853Auditor's remuneration 8,217,714 5,909,809







Commission 598,194 489,662Bad Debts w/off 1,936,016 -Discount 22,600,515 14,133,305Credit insurance 28,471,057 19,493,322Electricity charges 10,163,356 6,658,998Export clearing charges 33,966,346 10,748,740Fixed assets written off 7,301,451 -House Keeping Expenses 8,584,222 7,796,280Insurance 21,756,427 22,383,333Legal and professional fees 49,601,750 27,358,405Loss on sale of fixed assets (net) - 181,740Rates and taxes 3,232,895 5,568,113Rent 119,739,669 92,915,424Repairs & maintenance - other 26,729,503 18,480,987Sales promotion expenses 118,645,713 86,439,799Security charges 24,507,544 19,333,642Telephone and internet expenses 10,052,823 8,520,624Travelling & conveyance expenses 41,855,329 31,783,805Exchange difference on conversion of financials (26,779,129) (5,309,180)Preliminary Expenses written off - 87,581Miscellaneous expenses 59,705,371 74,196,250

605,556,140 458,749,492TOTAL 1,210,425,343 922,830,188

26 CONTINGENT LIABILITIES, COMMITMENTS AND OTHER ITEMS (TO THE EXTENT NOT RECOGNISED)Contingent liabilities (`)



Claims against the company not acknowledged as debt in respect of:a. Custom duty matter 1,900,563 1,900,563b. Property tax 2,481,489 1,366,031c. Service tax matter 6,723,389 6,728,389Bills discounted 1,927,037,667 1,330,093,499TOTAL 1,938,143,108 1,340,088,482CommitmentsEstimated amount of contracts remaining to be executed on capital account and not provided for 188,735,653 108,075,758TOTAL 188,735,653 108,075,758




Income Tax Assessment The Income- Tax assessments of the Company have been completed up to Assessment Year 2010-11. The disputed demand outstanding

(net of refund due) up to the said assessment year is approximately ` 84,100,000. Based on the decisions of the appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.

27 DERIVATIVE INSTRUMENTS AND UNHEDGED FOREIGN CURRENCY EXPOSURESa) Forward Contracts outstanding as at the reporting date : There are no forward contract outstanding as at the end of the current and previous year.

b) Particulars of unhedged foreign currency exposure as at the reporting date :

Net Foreign currency exposures that are not hedged by derivative instruments as at the end of the year amounts to ` 264,497,895 (Previous year : ` 208,220,683).

28 OPERATING LEASESa) The Company has given commercial premises on operating lease. In respect of this arrangements, lease rentals income of ` 900,000

(Previous Year : ` 600,000) are recognised in the statement of profit and loss for the period and are included under Rent (disclosed under Other Income in Note 19)

b) The Company’s significant leasing arrangements are in respect of residential flats and office premises taken on lease. The arrangements range between 11 months and 9 years generally and are usually renewable by mutual consent or mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. In respect of above arrangements, lease rentals payable are recognised in the Statement of Profit and Loss for the period and included under Rent, Rates and Taxes (disclosed under Other Expenses in Note 25). The aggregate rental expenses of all the operating leases for the period are ` 119,739,669 (Previous year: ` 92,915,424).

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

(`)

Minimum Lease Payments As at March 31, 2014


Not later than one year 30,985,763 43,482,335Later than one year but not later than five years 6,489,399 18,989,549

29 EMPLOYEE STOCK OPTION PLANThe Company implemented “ESOP 2010” and “ESOP 2013” as approved by the shareholders of the Company. Details of the options granted under the plan are as under:

Option Grant Date No of Options Exercise Price (`) Vesting PeriodESOP 2010 - Grant A 02.09.2010 442,571 333 02.09.2010 to 01.09.2014ESOP 2010 - Grant B 02.09.2010 66,454 20 02.09.2010ESOP 2013 25.07.2013 242,956 230 25.07.2013 to 24.07.2017




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

The particulars of options granted and lapsed under the ESOP 2010 and ESOP 2013 plan are as below:

Particulars Year ended March 31, 2014 Year ended March 31, 2013

ESOP 2010Grant A

ESOP 2010Grant B

ESOP 2013 ESOP 2010Grant A

ESOP 2010Grant B

ESOP 2013

Options outstanding as at the beginning of the year Nil 49,841 Nil 442,571 66,454 Nil

Add: Options granted during the year Nil Nil 242,956 Nil Nil Nil

Less: Options lapsed during the year Nil 4,473 Nil Nil Nil Nil

Less: Options exercised during the year Nil 45,368 Nil Nil 16,613 Nil

Less: Options Surrendered during the year Nil Nil Nil 442,571 Nil Nil

Options outstanding as at the end of the year - Nil 242,956 - 49,841 Nil

The Company has followed the intrinsic value-based method of accounting for stock options based on Guidance Note on Accounting for Employee Share-based Payments, issued by the Institute of Chartered Accountants of India. Had the compensation cost for the Company’s stock based compensation plans been determined in the manner consistent with the fair value approach as described in the said Guidance Note, (a) the Company’s net income would be lower by ` 940,488 (previous year : ` 8,649,483), (b) General Reserve would have been lower by ` 2,421,610 (Previous year : ` 29,229,594) due to surrender of options and (c) earnings per share as reported would be lower as indicated below:

(`)



Net profit after tax, as reported 503,773,032 736,710,208Less: Total stock-based employee compensation expense determined under fair value based method 2,345,994 8,649,483Add: Total stock-based employee compensation expense determined under intrinsic value based method - -Adjusted net profit after tax 501,427,038 728,060,725Basic earning per share- As reported 20.48 35.81- Adjusted 20.38 35.39Diluted earning per share- As reported 20.48 35.73- Adjusted 20.38 35.31

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

Particulars ESOP 2010 Grant dated 02.09.2010

ESOP 2013 Grant dated 25.07.2013

Dividend yield (%) 0.00% 0.00%Expected life (years) 3.50 Yrs 4.00 Yrs Risk free interest rate(%) 6.58% 9.10%Volatility (%) 0.00% 46.10%




30. RELATED PARTY DISCLOSUREDisclosures of Related Party Transactions as per AS-18 “Related Party Disclosure” is given below:A. List of Related PartiesKey Management Personnel / Relatives1. Mr. Rajeev Sheth2. Mrs. Nalini Rajan 3. Mr. Vikram Raizada4. Miss Aarti Sheth5. Mrs. Divya Sheth6. Mrs. Purnima Sheth7. Miss Alpana Deo (Resigned on 31.01.2013)8. Mr. Vishnukumar RaizadaEntities in which Key Managerial Personnel/ their relatives are able to exercise significant influence or control1. F. T. Diamonds2. Divya Jewels International Pvt. Ltd.3. Divya Real Estate Pvt. Ltd.4. Aarti Jewellers Pvt Ltd. 5. Karan Arjun Jewellery Pvt. Ltd.6. Tara Duniya Corporation7. Fabrikant Inventory LLC

B. Transactions during the year April 1, 2013 to March 31, 2014 (`)

Particulars Name of the Related Party Key Management Personnel/ Relatives



Current Year Previous Year Current Year Previous YearLabour Charges Paid F. T. Diamonds Inc. - - - 384Labour Charges Received Karan Arjun Jewellery Pvt. Ltd. - - - 300

Aarti Jewellers Pvt Ltd. - - 89,327 110,633Sale of Fixed Assets Mr. Vishnukumar Raizada 285,000 - - -Remuneration and Commission Mr. Rajeev Sheth 18,683,078 20,966,530 - -

Mrs. Nalini Rajan 4,082,035 4,073,634 - -Mr. Vikram Raizada 11,056,359 9,039,720 - -Ms. Divya Sheth 1,200,000 915,155 - -Ms. Aarti Sheth 2,991,600 3,000,000 - -Ms. Alpana Deo - 4,000,000 - -Perquisites to Directors 2,471,959 379,443 - -

Issue of shares (exercise of ESOP) Mrs. Nalini Rajan 638,980 - - -Rent Paid Divya Real Estate Pvt. Ltd. - - - 600,000Sales Promotion Expenses Aarti Jewellers Pvt Ltd. - - 535,000 15,850Unsecured Loan Taken Divya Jewels International Pvt. Ltd. - - 52,000,000 -

F. T. Diamonds Inc. - - - 831,406Repayment of Unsecured Loan Taken Divya Jewels International Pvt. Ltd. - - 59,560,552 34,693,367

F. T. Diamonds Inc. - - - 7,601,625Tara Duniya Corporation - - - 1,631,700




C. Closing Balances ( )̀

Particulars Name of the Related Party Key ManagementPersonnel/ Relatives

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

Current Year Previous Year Current Year Previous YearTrade Receivables F. T. Diamonds Inc. - - 1,018,873 896,144

Aarti Jewellers Pvt Ltd. - - 33,162 28,763 Investments Divya Jewels International Pvt. Ltd. - - 175,000 175,000 Short Term Borrowings Divya Jewels International Pvt. Ltd. - - 67,793,171 75,353,723

F.T. Diamonds - - 6,753,677 5,228,456 Tara Duniya Corporation - - 30,782,138 29,489,279

Director Remuneration Payable Mr.Rajeev Sheth 7,152,949 8,966,530 - - Ms. Nalini Rajan 169,274 - - - Mr. Vikram Raizada 573,315 - - -

Salary Payable Ms Aarti Sheth 45,585 - - - Ms Divya Sheth 31,568 - - -




The Company has classified the various benefits provided to employees as under :-I. Defined Contribution Plansa. Employer's contribution to provident fundb. Employer's contribution to employee’s state insurance

During the year, the Company has recognised the following amounts in the Statement of Profit and Loss- Employers' contribution to provident fund 13,304,876 13,841,771- Employers' contribution to employee’s state insurance 7,085,713 7,075,505

II. Defined Benefit PlanContribution to Gratuity Funda. Major Assumptions (% p.a.) (% p.a.)

Discount rate 9 8

Expected rate of return on plan assets 8 8

Salary escalation rate@ 5 5

@ The estimates for future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.







b. Change in the Present Value of Obligation Present value of obligation at beginning of period / year 24,153,236 22,373,475

Current service cost 4,863,824 11,647,055

Interest cost 966,129 2,968,551

Benefit paid from fund (1,180,860) (1,477,415)

Benefit paid directly from Company (4,774,850) (4,541,195)

Actuarial (gain) \ loss on obligations (2,011,280) (6,817,235)

Present value of obligation at end of the year 22,016,199 24,153,236

c. Change in Fair Value of Plan Assets Fair value of plan assets at beginning of period / year 731,715 143,213

Expected return on plan assets 58,537 12,232

Actuarial (gain) \ loss on obligations (686,505) 2,575

Contributions 1,217,396 2,051,110

Benefits paid (1,180,860) (1,477,415)

Fair Value of Plan Assets at end of the year 140,283 731,715

d. Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets Present value of funded obligation at end of the year 22,016,199 24,153,236

Fair value of plan assets at end of the year 140,283 731,715

Funded status (21,875,916) (23,421,521)

Present value of unfunded obligation at end of the year 21,875,916 23,421,521

Unfunded net liability recognised in the Balance Sheet 21,875,916 23,421,521e. Amount recognised in the Balance Sheet Present value of obligation at end of the year 22,016,199 24,153,236 Fair value of plan assets at end of the year 140,283 731,715 Liability recognised in the Balance Sheet 21,875,916 23,421,521 Disclosed under : Long term provision 21,234,184 23,324,240 Short term provisions 641,732 97,281f. Expenses Recognised in the Statement of Profit and Loss Current service cost 4,863,824 11,647,055 Interest cost 966,129 2,968,551 Expected return on plan assets (58,537) (12,232) Net actuarial losses / (gain) recognised in the year (1,324,775) (6,819,810) TOTAL EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS 4,446,641 7,783,564 Actual return on plan assets (627,968) 14,807




32 SEGMENT INFORMATIONA. Information about Primary Business Segment The Company is exclusively engaged in the “Diamond and Gold Jewellery” Business Segment.

B. Information about Secondary Geographical Segment.(`)

Particulars April 1, 2013 to March 31, 2014

India Outside India* Total

External Revenue 2,510,081,278 14,443,895,284 16,953,976,562

(3,072,395,777) (13,282,114,115) (16,354,509,892)


Carrying Amount of Segment Assets 8,174,276,377 4,785,484,850 12,959,761,227

(7,957,996,290) (3,707,959,373) (11,665,955,663)

April 1, 2013 to March 31, 2014

Capital Expenditure 579,824,176 5,546,220 585,370,396

(133,460,190) (67,356) (133,527,546)

* Includes mainly United States of America, Australia, China (including Hong kong), United Arab Emirates, Europe, South- Africa, Canada, Israel and United kingdom

Note: The figures in brackets are in respect of the previous year ended March 31, 2013

Notes:

(a) Segment Revenue in the geographical segment considered for disclosure are as follows: - Revenue within India includes sales to customers located within India and earnings in India - Revenue outside India includes sales to customers located outside India and earnings outside India.

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

33 EARNINGS PER SHAREParticulars Year ended


March 31, 2013Profit after tax (`) 503,773,032 736,710,208

Weighted average number of equity shares for Basic EPS 24,602,341 20,570,996

Add: Potential equity shares on exercise of option of ESOP - 46,848

Weighted average number of equity shares for Diluted EPS 24,602,341 20,617,844

Nominal Value per Share (`) 10.00 10.00

Basic Earnings Per Share (`) 20.48 35.81

Diluted Earnings Per Share (`) 20.48 35.73




34 ISSUE OF SHARESDuring the year ended March 31, 2013, the Company has made Initial Public Offer (IPO) & Pre-IPO of equity shares. Utilisation of funds out of net proceeds of the IPO and Pre-IPO is as follows:

(`)

Particulars Utilisation planned as per

Prospectus

Amount Utilised till

March 31, 2014

Balance unutilised as on March 31, 2014

Finance the establishment of new retail stores 664,889,974 664,889,974 -

Repayment / pre-payment of loans 500,000,000 500,000,000 -

General corporate purposes and issue related expenses 335,109,896 335,109,896 -

TOTAL 1,499,999,870 1,499,999,870 -

35 CAPITAL RESERVE ON CONSOLIDATION COMPRISES OF: ( )̀



Capital reserve in respect of :

Tara Jewels Holding Inc. (Including Fabrikant Tara International LLC) 21,170,278 21,170,278

Tara (Hong Kong) Limited 5,678,587 5,678,587

TOTAL 26,848,865 26,848,865

36 DEFERRED TAX EXPENSE ( )̀



Opening deferred tax (Liability) / Asset 12,612,357 (8,350,673)

Add: Deferred tax assets created on public issue expenses adjusted against securities premium - 25,830,138

12,612,357 17,479,465

Less : Deferred tax (Liability) / Assets as at the end of year 6,570,480 12,612,357

DEFERRED TAX EXPENSE RECOGNISED IN STATEMENT OF PROFIT AND LOSS 6,041,877 4,867,108


CONSOLIDATED FINANCIAL STATEMENTSCONSOLIDATED FINANCIAL STATEMENTS


37 THE SUBSIDIARY COMPANIES CONSIDERED IN CONSOLIDATED FINANCIAL STATEMENTS ARE

Particulars Country of Incorporation

Proportion of Ownership Interest

Tara Jewels Holdings, Inc. USA 100%

Fabricant-Tara International LLC* USA 100%

Tara (Hong Kong) Limited** Hong Kong 100%

Tara China Jewelry Limited*** China 100%

Tara Jewels Honduras, Sociedad de Responsabilidad Limitada**** Honduras N.A.

*Subsidiary of Tara Jewels Holdings, Inc. and wholly owned subsidiary w.e.f. December 29, 2011**Tara (Hong Kong) Limited has become subsidiary w.e.f. September 16, 2010***Wholly owned Subsidiary of Tara (Hong Kong) Limited****Subsidiary of Tara Jewels Holdings, Inc. w.e.f. January 17, 2011 and dissolved on August 29, 2013.

38 PRIOR YEAR COMPARATIVESPrior year comparatives have been reclassified to confirm with the current year’s presentation, wherever applicable.






STATEMENT PURSUANT TO SECTION 212OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES

Sr. Particulars Tara (Hong Kong) Limited

Tara Jewels Holdings Inc.

Fabrikant-Tara International, LLC.

Tara China Jewelry Limited

1. Financial year of the Subsidiary Company ended on

31st March, 2014 31st March, 2014 31st March, 2014 31st March, 2014

2. Shares of the Subsidiary Company held on the above date and extent of Holding:

a) Equity / Ordinary / Common Shares 655,590 Ordinary Shares of H. K. Dollar

10 each

2,000 Common Shares of par value

US $ 0.01 each

Partnership Firm 62,500 Ordinary Shares of H. K. Dollar

10 each

b) Extent of Holding (%) 100% 100% 100% 100%

3. The net aggregate amount of profit / (loss), of the subsidiary company so far as it is concerned with the members of the Company: (in US $)

i) Dealt within the holding company’s accounts

a) For the financial year of the Subsidiary

Nil Nil Nil Nil

b) For the previous financial years of the Subsidiary/since it became the Holding company’s subsidiary

Nil Nil Nil Nil

ii) Not dealt within the holding company’s accounts:

a) For the financial year of the Subsidiary

945,592 (327,023) 629,513 (12,265)

b) For the previous financial years of the Subsidiary/since it became the Holding company’s subsidiary

1,246,482 1,985,509 2,879,376 8,330



STATEMENT PURSUANT TO SECTION 212OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES

PARTICULARS REGARDING SUBSIDIARY COMPANIES IN ACCORDANCE WITH GENERAL CIRCULAR NO: 02/2011 DATED 8TH FEBRUARY, 2011 FROM THE MINISTRY OF CORPORATE AFFAIRS.

FINANCIAL INFORMATION OF SUBSIDIARY COMPANIES

Name of the Subsidiary CompanyTara Jewels Holdings Inc

Fabrikant Tara International LLC

Tara (Hong Kong) Limited

Tara China Jewelry Limited

Reporting Currency US $ US $ US $ US $

Capital 2,100,000 3,608,889 841,537 80,805

Reserves 1,658,486 2,192,074 (3,916)

Total Assets 3,791,684 35,494,533 14,075,661 349,044

Total Liabilities 3,791,684 35,494,533 14,075,661 349,044

Investments other than investments in subsidiary 0 0 0 0

Turnover 0 74,216,304 68,973,462 281,565

Profit Before Taxation (33,407) 629,513 1,157,592 (12,265)

Provision for Taxation 293,616 0 212,000 0

Profit After Taxation (327,023) 629,513 945,592 (12,265)

Proposed Dividend 0 0 0 0

Country U.S.A U.S.A Hong Kong China

TARA JEWELS LIMITEDRegistered OfficePlot No. 122, 15th Road, Near IDBI Bank, MIDC, Andheri (East) Mumbai – 400 093, India Corporate OfficePlot No. 29(P) & 30(P), Sub Plot A, SEEPZ SEZ, Andheri (East) Mumbai – 400 096, India

www.tarajewels.in

Find us on Facebook (tarajewellers)

Log on to tarajewellers.inScan this code to find a Tara Jewellers store near you.

annual report - tara jewels€¦ · 2 tara jewels limited we are focusing on advanced...

Documents