st ANNUAL REPORT - Bharat Diamond · PDF fileVile Parle (E), Mumbai – 400057. BANKERS Axis Bank Ltd. Bank of Baroda ... 7. The Notice of the AGM along with the Annual Report 2014-15

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31st ANNUAL REPORT

2014 – 2015

'G' BLOCK, BANDRA-KURLA COMPLEX, BANDRA (E)

MUMBAI - 400 051

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Shri Arunkumar R Mehta: The Founder Member of Bharat Diamond Bourse and director of Rosy Blue was felicitated by the diamond industry on 2 August 2014 for his outstanding

contribution for the growth and welfare of the Indian diamond industry.

Shri Haribhai P Chaudhary, MP was felicitated on 20 Nov 2014 by the Diamond Industry on his appointment as Minister of State for Home, Government of India.

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BHARAT DIAMOND BOURSE

Contents Corporate Information 1 - 1 Managing Committee 2 - 2 Notice of AGM 3 – 11 Report of the Managing Committee 12 - 63 Auditors’ Report 64-66 Balance Sheet 67-68 Income & Expenditure Statement 69-70 Notes to Financial Statements 71-88 Proxy Form 89-89 Attendance Slip 90-90

CORPORATE INFORMATION REGISTERED OFFICE: G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400051 COMPANY SECRETARY Mr. Arjun Soni STATUTORY AUDITORS M/s CNK & Associates LLP, Chartered Accountants 5th Floor, Narain Chambers, M. G Road, Vile Parle (E), Mumbai – 400057. BANKERS Axis Bank Ltd. Bank of Baroda Bank of India Central Bank of India Corporation Bank ICICI Bank IndusInd Bank Kotak Mahindra Bank State Bank of India Yes Bank 31ST ANNUAL GENERAL MEETING DATE: Monday, 28th September, 2015 TIME: 3.00 p.m. VENUE: SARASWATI SABHAGRAH OF DINESH MODY NUMISMATIC MUSEUM, Saroj Sadan, University Campus, Kalina, Santacruz (East), Mumbai-400098. Landmark: Ahead of Asian Heart Hospital, Opp. ONCG Colony, Bharat Nagar Road, BKC.

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ANNUAL REPORT 2014-15 ----------- Managing Committee ----------- Mr. Anoop V. Mehta - President

Mr. Milan K. Parikh - Vice- President Mr. Naresh N. Mehta - Hon. Secretary Mr. Prakash C. Shah - Hon. Jt. Secretary Mr. Kiran K. Gandhi - Hon. Treasurer

-----Committee Members----- ---- Convenors of Standing Committees----

Mr. Amit S. Shah

Mr. Arun C. Shah

Mr. Atul C. Kothari

Ms Charulata Jhaveri (w.e.f . 27.03.2015)

Mr. Chirag D. Lakhi

Mr. Jasvant A. Parikh

Mr. Jitendra K. Bhansali

Mr. Kirit A. Bhansali

Mr. Mahesh P Vaghani

Mr. Mehul N. Shah

Mr. Pruthviraj C. Shah

Mr. Paresh Mehta

Mr. Ramniklal Shah (till 27.03.2015)

Mr. Russel Mehta

Mr. Vinod D. Shah

Mr. Zukov Shah

Permanent Invitee

Mr. Ajeet Manyal

Mr. Ramniklal Shah (from 27.03.2015)

Mr. Sudhir Chawla

Mr. Virendra Shah

Panels/ Standing committees/ Sub committees

Property Management Panel

Mr. Naresh Mehta

Trade Management Panel

Mr. Mehul N. Shah

Admin, Finance & Audit Committee

Mr. Pruthviraj C. Shah

Arbitration & Disciplinary Committee

Mr. Jitendra K. Bhansali

Bye-Laws & Legal Committee

Mr. Mehul N. Shah

Customs Liaison Committee

Mr. Naresh N. Mehta

Executive Evaluation/HR Committee

Mr. Anoop Mehta

Enrolment & Revenue Generation & Stakeholder Relationship

Committee

Mr. Kirit A. Bhansali

Food & Ancillary Services Committee

Mr. Chirag D. Lakhi

MR, Asset &Facility Management Committee

Mr. Naresh N. Mehta

Utilities, IT, Digital & Physical Security Committee

Mr. Milan K. Parikh

Nomination & Remuneration Committee

Mr. Anoop V. Mehta

Reconstitution of Articles of Association Committee

Mr. Atul C. Kothari

BDB Emergency Relief Centre Committee

Mr. Anoop V. Mehta

Grievance Redressal Committee (Undisclosed Man-Made Diamonds)

Mr. Jitendra K. Bhansali

Valuation of Diamond /Diamond Dust Committee

Mr. Naresh N. Mehta

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Notice

Notice is hereby given that the Thirty First Annual General Meeting of Bharat Diamond Bourse will be held on Monday, September 28, 2015 at 3.00 p.m. at Saraswati Sabhagrah of Dinesh Mody Numismatic Museum, Saroj Sadan, University Campus, Kalina, Santacruz (East), Mumbai-400098, to transact the following business:

ORDINARY BUSINESS

1. To consider the audited Financial Statements as at 31st March, 2015 and the Reports of the Managing Committee Members’ and Auditor’s thereon;

2. To appoint Managing Committee Members in place of those who are retiring by rotation. “RESOLVED THAT pursuant to Article 39 of Articles of Association of the Company and other applicable provisions of Companies Act, 2013, the following Committee Members are retiring by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment;

Sr. No.

Name of the Member Category

1. Mr. Amit Shah I

2. Mr. Jasvant Parikh I

3. Mr. Chirag Lakhi II

4. Mr. Arun Shah II

5. Mr. Anoop Mehta III

6. Mr. Milan Parikh III

7. Mr. Pruthviraj Shah Ex. Prop. member

8. Mr. Paresh Mehta Ex. Trade member

RESOLVED FURTHER THAT pursuant to Article 36 of the Articles of Association of the Company the following candidates have been elected un-opposed at the Managing Committee Elections for the year 2015-16

“List of candidates elected is enclosed separately with the Annual Report.”

3. To appoint Auditors and in this regard to consider and if thought fit pass, with or without modification (s), the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014 (“the Act”) and ordinary resolution passed at the Annual General Meeting of the

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Company held on September 26, 2014, the consent of the members of the Company be and is hereby accorded to ratify the appointment of M/s. CNK & Associates LLP (Firm Registration No. 101961W) as the Statutory Auditors of the Company for the financial year ending 31st March, 2016 on such terms and conditions of the appointment as approved by the members at its aforementioned meeting subject to the shareholders’ approval.

RESOLVED FURTHER THAT M/s. M/s. CNK & Associates LLP (Firm Registration No. 101961W) Chartered Accountants do not attract any disqualification pursuant to Section 141 of the Companies Act, 2013.

RESOLVED FURTHER THAT a certified true copy of the said resolution be provided to the Auditors for their record and any of the directors of the Company be and are hereby authorized, jointly and/or severally to take all steps as are necessary and to do all such acts, deeds and things as may be considered necessary and incidental to give effect to this resolution.”

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made there under (including any statutory modifications or re-enactment(s) thereof, for the time being in force), Ms. Charulata Shantilal Jhaveri (DIN: 00484659) who was appointed by the Managing Committee as an Additional Director of the Company, with effect from March 27, 2015 and who is eligible for appointment be and is hereby appointed as a Director.”

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 179 of the Companies Act, 2013 and Rules made there under and powers vested in the Managing Committee under Article 47 of the Articles of Association of the Company with regards to framing of rules and regulations as may be necessary for managing the affairs of the company and alteration and/ or amending the same from time to time, the Managing Committee had framed the following rules and regulations with respect to promoting trade of Natural Diamonds in the premises of the Company, consent of the shareholders be and is hereby accorded to approve the same. It is hereby declared that from the date of passing of this resolution, no person shall promote or trade synthetic diamonds and man- made diamonds in the premises of Bharat Diamond Bourse and hence only natural diamonds will be traded in the premises of the Company. All the members and other concerned

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persons, Body Corporate or Entities are requested to take note of this and adhere to the aforementioned rule.’ RESOLVED FURTHER THAT any members of the Managing Committee of the Company be and is hereby authorized to do all such acts, deeds, matters and things, sign necessary documents, and to settle any question, difficulty or doubt that may arise in this regard and to give such directions as may be necessary, desirable or expedient for giving effect to this Resolution and matters related thereto.”

By Order of the Board of Directors ___________________________ Mr. Naresh N. Mehta Hon. Secretary DIN No: 01648069 Address: 701 Amar Bldg Tirupati Aprt, Opp. Mahalaxmi Temple, B. Desai Road, Mumbai, 400026, Maharashtra, India

Date: Mumbai Place: August 10, 2015 Notes:

1. The relative Explanatory Statement pursuant to section 102 of the Companies Act, 2013 (Act) in respect of the business under Item Nos. 4 onwards of the Notice, is annexed hereto.

2. A Member entitled to attend and vote at the Annual General Meeting (AGM) is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a Member of the Company. The instrument appointing the proxy, in order to be effective, must be deposited at the Company’s Registered Office, duly completed and signed, not less than FORTY-EIGHT HOURS before the meeting. Proxies submitted on behalf of limited companies, societies, etc., must be supported by appropriate resolutions/authority, as applicable. A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

3. For Security reasons Members/Authorized Representative/Proxies are requested to carry their Photo Id’s which will be verified at the entrance of the venue.

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4. Members holding shares in physical form in identical order of names in more

than one folio are requested to send to the Company, the details of such folios together with the share certificates for consolidating their holding in one folio. A consolidated share certificate will be returned to such Members after making requisite changes thereon.

5. In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote.

6. Members are requested to send their queries/questions well in advance i.e. on or before 5.00 p.m. on September 21, 2015 to Member Relation Department, ‘G’ Block, Bharat Diamond Bourse, Bandra-Kurla Complex, Bandra (East), Mumbai-400051 to enable us to prepare a comprehensive reply to their queries/questions.

7. The Notice of the AGM along with the Annual Report 2014-15 is being sent by electronic mode to those Members whose e-mail addresses are registered with the Company, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail addresses, physical copies are being sent by the permitted mode.

8. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Company.

9. In compliance with the provisions of section 108 of the Act and the Rules framed thereunder, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, on all resolutions set forth in this Notice.

10. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Companies Act, 2013 and Register of Contracts or arrangements in which directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the members at the Annual General Meeting.

11. Members/Proxies should fill the attendance slip for attending the meeting and bring their attendance slip along with their copy of Annual Report to the meeting, as copies of the same will not be distributed at the venue of the Meeting.

12. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send to the Company a certified copy of the Board resolution authorizing such a representative to attend and vote on their behalf at the meeting.

A. The instructions for e-voting are as under:

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The instructions for members for voting electronically are as under:-

In case of members receiving e-mail:

(A) The voting period begins on Friday 25th September, 2015 at 9.00 am and ends on Sunday 27th September, 2015 at 5.00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21st September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on “Shareholders” tab.

(iii) Now, select the “COMPANY NAME” from the drop down menu and click on “SUBMIT”

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

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DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

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They should submit a scanned copy of the Registration Form bearing the stamp and sign of the entity to [email protected].

After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizer to verify the same.

In case of members receiving the physical copy:

(B) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.

(C) The voting period begins on Friday 25th September, 2015 at 9.00 am and ends on Sunday 27th September, 2015 at 5.00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 21st September, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(D) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected].

IMPORTANT NOTES: (ONLY FOR AGM/EGM)

1. Any person, who acquires shares of the Company and becomes member of the Company as on the cut-off date i.e. 21st September, 2015, may obtain the login ID and password by sending a request at [email protected] or [email protected].

2. The Chairman shall, at the AGM, at the end of discussion on the

resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of “remote e-voting” or “Ballot Paper / Polling Paper” for all those members who are present at the AGM/ EGM but have not cast their votes by availing the remote e-voting facility / ballot form. The Facility for Voting at meeting venue shall be decided by the company i.e. “remote e-voting” or “Ballot Paper/ Polling Paper”

3. The members who have cast their vote by remote e-voting prior to the

AGM/ EGM may also attend the AGM/ EGM but shall not be entitled to cast their vote again.

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4. The “remote e-voting” end time shall be 5:00 p.m. on the date

preceding the date of general meeting and the cut-off date shall not be earlier than 7 days before the date of general meeting

5. Mr. Pramod S Shah has been appointed as the Scrutinizer for

providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

(E) The Scrutinizer shall, within a period not exceeding three working days from

the conclusion of the e-voting period, unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

(F) The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website and on the website of CDSL within two days of the passing of the resolutions at the 31st AGM of the Company on 01st October, 2015.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 4:

Ms. Charulata Shantilal Jhaveri (DIN: 00484659) was appointed as an Additional Director of the Company with effect from March 27, 2015 in accordance to the provisions of Section 161 of the Companies Act, 2013. Pursuant to the provision of Section 161 of the Companies Act, 2013 the above mentioned director holds office up to the date of ensuing Annual General Meeting of the Company. The Board feels that the presence of Ms. Charulata Shantilal Jhaveri on the Board is required as per the provisions of the Companies Act, 2013 and would be beneficial to the company and hence recommend resolution No. 4 for adoption. None of the Directors except Ms. Charulata Shantilal Jhaveri in any way concerned or interested, financially or otherwise in the said resolution. The Board recommends the resolution as Item No. 4 to be passed as an Ordinary Resolution. ITEM NO. 5: In order to promote trading of Natural Diamonds in the premises of the company the Managing Committee vide the powers vested as per the Articles of Association of the company, recommends framing the aforementioned rule. In this view the Managing Committee accords approval of the members for the same and shall have powers to do all such acts as may be deemed appropriate for the same. None of the Directors in any way concerned or interested, financially or otherwise in the said resolution. The Board recommends the resolution as Item No. 5 to be passed as Ordinary Resolution.

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THIRTY FIRST REPORT OF THE MANAGING COMMITTEE

TO THE MEMBERS OF BHARAT DIAMOND BOURSE

The Managing Committee is pleased to present the THIRTY FIRST MANAGING COMMITTEE REPORT for the year ended March 31, 2015 together with the Audited Income & Expenditure Account for the year ended March 31, 2015 and Balance Sheet as on that date and the Auditors’ Report thereon.

1. TRADE MEMBERSHIP Sr. No. Membership Type As on 31st March, 2015 As on 31st March, 2014 1. Regular 4286 4068 2. Associate 210 178

2. ELECTION TO THE MANAGING COMMITTEE

Pursuant to the provisions of Articles of Association of the Company, one third of the elected members of the Managing Committee from each category (excluding Exclusive Property Member & Exclusive Trade Member) retire by rotation. Exclusive Property Member and Exclusive Trade Member shall retire every year. Accordingly, 8 (Eight) Committee Members from the below mentioned categories retired by rotation:

Out of the total 8 posts, 2 posts in Category III and one post in Exclusive Property Member category were elected un-opposed whereas for the balance 5 posts in other categories, 11 candidates had contested the election and 5 Members were elected. CATEGORY – I 1) Mr. Mahesh Vaghani 2) Mr. Zukov Shah CATEGORY-II 1) Mr. Mehul Shah 2) Mr. Naresh Mehta

CATEGORY – III 1) Mr. Russell Mehta (Elected unopposed)

1) Category I - 2 Posts

2) Category II - 2 Posts

3) Category III - 2 Posts

4) Exclusive Property Member - 1 Post

5) Exclusive Trade Member - 1 Post

Total 8 Posts

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2) Mr. Vinod Shah (Elected unopposed) EXCLUSIVE PROPERTY MEMBER

Mr. Pruthviraj C. Shah (Elected unopposed) EXCLUSIVE TRADE MEMBER Mr. Paresh Mehta

COMMITTEE MEMBERS RESIGNED SINCE LAST AGM Mr. Ramniklal Shah, the then Managing Committee Member submitted his resignation and the same was accepted on 27th March, 2015. The Managing Committee recorded its sincere appreciation to Mr. Ramniklal Shah for his valuable, result oriented contribution extended to BDB for its development during his tenure as a Managing Committee member. In order to receive continuous service of Mr. Ramniklal Shah, the Managing Committee after consulting him decided to appoint him as a Permanent Invitee on the Board of the Company with effect from March 27, 2015 and he shall hold the office in the Managing Committee till the next Annual General Meeting. COMMITTEE MEMBERS CO-OPTED TO FILL CASUAL VACANCY Pursuant to Section 149(1) of the Companies Act, 2013 the Company had to appoint at least

one Women Director. In view of the above the Managing Committee on March 27, 2015 appointed Ms. Charulata S. Jhaveri (DIN: 00484659) as an additional director of the Company who shall be designated as a Woman Director of the Company.

The Managing Committee for the year 2014-2015 was re-constituted accordingly.

3. STANDING COMMITTEES / SUB-COMMITTEES / PANELS A. STANDING COMMITTEES

Along with the re-constitution of the Managing Committee, various Standing Committees and Sub-Committees were also re-constituted as under: (i) ARBITRATION & DISCIPLINARY COMMITTEE :

1) Mr. Jitendra K. Bhansali Convenor 2) Mr. Mehul N. Shah Co-Convenor 3) Mr. Arun C. Shah Member 4) Mr. Jasvant A. Parikh Member 5) Mr. Vinod Shah Member 6) Mr. Ramniklal Shah Member 7) Mr. Sudhir Chawla Spl. Invitee

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(ii) BYE-LAWS AND LEGAL COMMITTEE:

1) Mr. Mehul N. Shah Convener 2) Mr. Jasvant A. Parikh Co-Convenor 3) Mr. Naresh Mehta Member 4) Mr. Pruthviraj C. Shah Member 5) Mr. Jitendra Bhansali Member 6) Mr. Prakash C. Shah Member 7) Mr. Virendra Shah Spl. Invitee 8) Mr. Sudhir Chawla Spl. Invitee

(iii) CUSTOMS LIAISON COMMITTEE:

1. Mr. Naresh N. Mehta Convenor 2. Mr. Mehul N. Shah Co-Convenor 3. Mr. Anoop V. Mehta Member 4. Mr. Amit S. Shah Member 5. Mr. Arun C. Shah Member 6. Mr. Chirag D. Lakhi Member

(iv) EXECUTIVE EVALUATION/ HR COMMITTEE

1) Mr. Anoop V. Mehta Convener 2) Mr. Milan K. Parikh Co-convener 3) Mr. Naresh Mehta Member 4) Mr. Prakash Shah Member 5) Mr. Kiran Gandhi Member 6) Mr. Mahesh Vaghani Member

(v) FOOD & ANCILLARY SERVICES COMMITTEE

1) Mr. Chirag Lakhi Convenor 2) Mr. Atul Kothari Co-Convenor 3) Mr. Amit Shah Member 4) Mr. Anoop Mehta Member 5) Mr. Mahesh Vaghani Member

(vi) ENROLLMENT & REVENUE GENERATION COMMITTEE 1) Mr. Kirit Bhansali Convenor 2) Mr. Amit Shah Co-Convenor 3) Mr. Jitendra Bhansali Member 4) Mr. Mahesh Vaghani Member 5) Mr. Naresh Mehta Member 6) Mr. Prakash Shah Member 7) Mr. Arun Shah Member

(vii) ADMIN, FINANCE & AUDIT COMMITTEE: 1) Mr. Pruthviraj C. Shah Convenor 2) Mr. Kiran K. Gandhi Co-Convenor

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3) Mr. Jasvant A. Parikh Member 4) Mr. Anoop V. Mehta Member 5) Mr. Prakash C. Shah Member 6) Mr. Jitendra Bhansali Member 7) Mr. Sudhir Chawla Spl. Invitee

(viii) UTILITIES, IT, DIGITAL & PHYSICAL SECURITY COMMITTEE

1) Mr. Milan Parikh Convenor 2) Mr. Atul Kothari Co-Convenor 3) Mr. Paresh Mehta Member 4) Mr. Kirit Bhansali Member 5) Mr. Zukov Shah Member 6) Mr. Russell Mehta Member 7) Mr. Mehul Shah Member 8) Mr. Mahesh Vaghani Member 9) Mr. Naresh Mehta Member

(ix) MR, ASSET & FACILITY MANAGEMENT COMMITTEE

1) Mr. Naresh Mehta Convenor 2) Mr. Mehul Shah Co-Convenor 3) Mr. Anoop Mehta Member 4) Mr. Prakash Shah Member 5) Mr. Mahesh Vaghani Member 6) Mr. Arun Shah Member 7) Mr. Paresh Mehta Member 8) Mr. Ajeet Manyal Spl. Invitee

B. SUB COMMITTEES The following sub-committees were reconstituted as under:

(i) RE-CONSTITUTION OF ARTICLES OF ASSOCIATION COMMITTEE 1) Mr. Atul Kothari Convenor 2) Mr. Kirit Bhansali Member 3) Mr. Sudhir Chawla Member 4) Mr. Ashish Mehta Member 5) Mr. Kaushik Mehta Member 6) Mr. Rajendra Kumar Shah Member 7) Mr. Nilesh Shah Spl. Invitee

(ii) GRIEVANCE REDRESSAL COMMITTEE: (UNDISCLOSED MAN-MADE DIAMONDS) 1) Mr. Jitendra Bhansali BDB (Convenor) 2) Mr. Ramniklal Shah BDB (Member)

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3) Mr. Jaswant Parikh BDB (Member) 4) Mr. Vinod Shah BDB (Member) 5) Mr. Rajesh Shah GJEPC (Member) 6) Mr. Sanjay Kothari GJEPC (Member) 7) Mr. Suresh Shah GJEPC (Member) 8) Mr. Ajesh Mehta GJEPC (Member) 9) Mr. Ashish Mehta GJEPC (Perm. Inv.)

(iii) BDB EMERGENCY RELIEF CENTRE COMMITTEE

1) Mr. Anoop V. Mehta Convener 2) Mr. Arun Shah Member 3) Mr. Arun Kumar Mehta Spl. Invitee (iv) VALUATION OF DIAMOND/DIAMOND DUST COMMITTEE 1) Mr. Naresh Mehta Member 2) Mr. Paresh Mehta Member 3) Mr. Kaushik Mehta Member

C. PANELS The following panels were constituted as under:

(i) PROPERTY MANAGEMENT PANEL :

1) Mr. Naresh Mehta Convener 2) Mr. Atul Kothari Co-convener 3) Mr. Anoop V. Mehta Member 4) Mr. Mahesh Vaghani Member 5) Mr. Chirag Lakhi Member 6) Mr. Milan K. Parikh Member 7) Mr. Prakash C. Shah Member 8) Mr. Pruthviraj Shah Member 9) Mr. Vinod Shah Member 10) Mr. Zukov Shah Member

(ii) TRADE MANAGEMENT PANEL

1) Mr. Mehul N. Shah Convener 2) Mr. Kirit Bhansali Co-convener 3) Mr. Amit Shah Member 4) Mr. Arun Shah Member 5) Mr. Jasvant A. Parikh Member 6) Mr. Jitendra Bhansali Member 7) Mr. Kiran K. Gandhi Member 8) Mr. Paresh Mehta Member 9) Mr. Ramniklal Shah Member 10) Mr. Russell Mehta Member

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11) Mr. Ajeet Manyal Member 12) Virendra Shah Member

4. MANAGING COMMITTEE MEMBERS WHO ARE LIABLE TO RETIRE BY

ROTATION

In accordance with the provisions of Article 39 of Articles of Association of the Company, the following Managing Committee Members shall retire by rotation at the forthcoming Annual General Meeting.

Sr. no. Name Category 1 Mr. Amit Shah I 2 Mr. Jasvant Parikh I 3 Mr. Chirag Lakhi II 4 Mr. Arun Shah II 5 Mr. Anoop Mehta III 6 Mr. Milan Parikh III 7 Mr. Pruthviraj Shah Ex. Prop. member 8 Mr. Paresh Mehta Ex. Trade member

5. KEY FINANCIAL HIGHLIGHTS

Particulars For the Year ended

31st March, 2015

(Rs. in lakhs)

For the Year ended

31st March, 2014

(Rs. in lakhs)

Income 1,71,50,59,650 1,63,76,02,031

Expenditure 1,44,42,39,245 1,21,40,39,906

Profit/ (Loss) before Depreciation and

Tax

27,08,20,405 42,35,62,125

Depreciation 58,81,24,714 45,62,06,190

Profit /(Loss) before Tax (31,73,04,309) (3,26,44,065)

Exceptional Items - (7,33,09,582)

Deferred Tax/Current Tax - -

Profit/ (Loss) after Tax (31,73,04,309) (10,59,53,647)

During the year under review your Company has reported a total income of INR 1,71,50,59,650/- (One hundred and seventy one crore fifty lac fifty nine thousand six hundred fifty only) out of which non-operating income amounts to INR 88,92,47,076 (Eighty Eight Crore Ninety Two Lacs forty seven thousand seventy six only) which has increased by INR 7,74,57,619 (Seven Crore seventy four lac fifty seven thousand six hundred nineteen only) i.e. by 4.73% as compared to the previous year.

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6. SHARE CAPITAL

The paid-up capital of the Company as on March 31, 2015, is Rs. 1,58,94,97,000/- (Rupees one hundred fifty eight crores ninety four lakhs ninety seven thousand only) divided into 15,89,497 (Fifteen Lakhs Eighty Nine Thousand Four Hundred Ninety Seven) Equity Shares of Rs. 1,000/- (Rupees One Thousand Only) each.

7. UPDATES - BHARAT DIAMOND BOURSE COMPLEX,

A. Offices operating at BDB Complex

The status of office premises operating in BDB complex as on March 31, 2015 is as under:

Sr. No.

Office Details FY-2013-14 FY-2014-15 Occupancy (in no.)

Occupancy Status (%)

Occupancy (in no.)

Occupancy Status (%)

1. Operational 2133 83% 2388 91% 2. Under Fit-out 234 9% 119 4% 3. Non Operational 201 8% 120 5% Total offices 2,568 2,627

** In April-2015 the survey of offices conducted along with Member Relations and Legal. Total 31 offices were added leading to the total of 2,599 Offices. Again in month of February-2015 additional 28 offices have been added leading to the count of Total 2,627 offices.

B. Business Center

The Business Center set up within the complex was an idea primarily for the benefit of small members and others who do not have office premise at BDB Complex. There are 331 cabins ranging from minimum 77 sq. ft. built-up area to maximum 195 sq. ft. built-up area at the Business Center. The following are the particulars of area and location of the Business Centers.

Sr. No. Location No. of Cabins Built-up Area (in sq. ft.)

1 B 28 3302 2 C 63 8300

3 E 82 9093 4 J 55 6262 5 FC 57 6467 6 FW 46 5392

TOTAL 331 38816

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C. Delegates visited Bharat Diamond Bourse during the year 2014-15 During the year 2014-15 following events were organized at Bharat Diamond Bourse and delegates visited in these events.

Sr. No.

Date of Visit Name / Event Purpose

1 2 August 2014 Shri Arunkumar R Mehta

The Founder Member of Bharat Diamond Bourse and director of Rosy Blue was felicitated by the diamond industry for his outstanding contribution for the growth and welfare of the Indian diamond industry.

2 6 October 2014 Visit of Hon’ble Smt. Nirmala Sitharaman, Minister of State (Independent Charge) for Commerce & Industries and Minister of State for Finance & Corporate Affairs, Government of India

To meet the diamond industry members and understand their areas of concern.

3 8 October 2014 An interactive session with Hon’ble Shri. Ravi Shankar Prasad, Minister for Law & Justice and Hon’ble Shri. Purushottambhai K. Rupala, Vice President Western Region was arranged at the MDMA Hall.

To meet the diamond industry members and understand their areas of concern.

4 15 Nov 2014 Mr. Charles Rivkin, Assistant Secretary, U.S. Government

To strengthen trade relations with the United States, a meeting was organised with industry representatives from BDB, GJEPC and other trade bodies.

5 20 Nov 2014 Shri Haribhai P Chaudhary, MP

Felicitation of Shri Haribhai P Chaudhary, MP by the Diamond Industry on his appointment as Minister of State for Home, Government of India.

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Food Court update

With a view to meet the requirement of availability of variety of food facilities inside the complex, BDB has been instrumental in operation of 21 food vendors. A wide variety of food served ranges from canteen food (Shetty’s Kitchen), affordable thalis (BDB Club & Jyoti Canteen), Italian, Chinese, fusion food (GoGo food, Bonjunos, Junos Pizza etc.), tea stalls (Kaveri) and local snacks (Pansikar, Street food vendors etc.). Most of the food vendors provide printed bills for all transactions except for Street Food Vendors. Convenience Store During the year BENIR STORE has become operational, you can get food item, stationery & house-keeping material etc from the store at discounted rate. Health and Safety BDB does regular Medical check-ups of staffs at Food Vendors for ensuring food

safety to its members. Quarterly test is conducted of food, service staff and surface for high level of food safety in BDB premises.

Monthly training of food handling staff & Owners is conducted to spread awareness on food hygiene and sanitation process.

Quarterly water potability test is conducted from all Strategic locations within BDB premises.

Tours & Travel Agency Services To extend the support functions towards travel, 2 tours and travel operators and 1 railway ticketing vendor have commenced their operations inside complex. The third operator is expected to commence the operations this financial year. Banks & ATMs Total of 9 banks and 1 ATM are fully operational inside the complex. Other Ancillary Services

To provide other ancillary services within the complex, 4 diamond tools & stationery outlets, 5 trading network services and 1 photocopy operator have started their operations inside the complex. Transport Services Due to the initiative of BDB Committee, BEST has started to and fro express Bus Services between Bandra Depot and BDB. BEST had also organized issuance of Bus

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Passes/Smart Cards for one day inside BDB Premises for AC and non-AC bus services across Mumbai city.

8. STATUS REPORT Projects Business Centre VI

Location: F-tower, West Core: Ground floor Completed Area: 5948 Sq. Ft Aesthetically enhanced, with improved storage capacity and additional facilities, new Business Centre is built for the trader’s benefit. Equipped with abundant exit points, facilities like Wi-Fi, tiffin wash, the place is created to help and serve the business needs of the diamond traders. MEMBER RELATIONS Office Renovation Location: G-tower, West Core: Ground floor. Completed Area: 768 Sq. Ft Improved system with enhanced capacity and improvised interiors to provide the feel of professionalism. The space was redeveloped to utilize the area to its maximum, so that the customers, i.e. allottees could be served better and with efficiency. J-Tower Office Space

Location: J-Tower, East core 9th floor Completed Area: 5506 Sq. Ft 9th floor on the East core of the J-tower is developed into a string of offices, offering more space for the allottees to develop their business. Convenience Store

Location: D-Tower, Centre core Ground floor Completed Area: 2200 Sq. Ft and storage space of 897 Sq. Ft

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An available space redeveloped and remodeled to fit a convenience store, which provides ample supply of day-to-day requirements. With minimum budget and in-house designing the project is now under operation, serving several. PHASE II WASHROOM RENOVATION Location: Various locations Completed Area: 10169 Sq. Ft. Several washrooms, which had issues like leakages, poor air circulation, capacity shortage, were renovated in PHASE II. Along with increase in capacity, introduction of Tiffin washes, the washrooms have been renovated for providing improved and quality facilities. PHASE III WASHROOM RENOVATION

Location: Various locations Completed Area: 2597 Sq. Ft To avoid any major effect on the finances, the renovation project of the Washrooms, is divided in phases. To achieve this, bunch of several washrooms which had issues like leakages, poor air circulation, capacity shortage, were renovated in PHASE III. Along with increase in capacity, introduction of Tiffin washes, the washrooms have been renovated for providing improved and quality facilities. TIFFIN EATING AREA

Location: J-Tower, Centre core Ground floor Completed Area: 1497 Sq. Ft. A common space, converted in a tiffin eating area for people from all walks of life. The best feature of the project was: no new material was ordered for the interiors of the tiffin eating area. It has been designed by the in-house team and furbished and furnished with the material available in store with BDB. Hence saving the capital that would otherwise go in hiring of the architect for design and consultants for services. The place is equipped with a tiffin wash area, including crushers. INDIA DIAMOND TRADING CENTER Location: D-Tower, East core First floor

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Completed Area: 2986 Sq. Ft. A place available in BDB is transformed into a SNZ (special notified zone), a first of a kind in India. This project is a joint venture of BDB and GJEPC. The space would offer as a common platform for the trading for “rough diamonds” in India. This is a step towards providing a direct access between the producers and Indian market.

Utilities & General Maintenance

Central Air Conditioning System

Central Air Conditioning System was made 90% operational. Major Repairs were Carried out on Central Air conditioning plants i.e. Chiller No. 2,3,4,5,6,7. Chiller No. 1,2,4,5,6,7,8,9 were made fully operational.

HVAC Billing thru Siemens Tenant Billing System

75% of the work was completed for Tower’s A to E. Installation of Thermostats for all Operational offices completed for tower’s A to E, TRH Readings of thermostats are being monitored on day to day basis. Readings of 80% offices were found OK.

Rectification of Wrong Connections between Domestic and Flushing water

piping

After checking all operational offices, 850 offices were found to have interconnected or wrongly connected Domestic and Flushing water connections in their offices, BDB has taken up the rectification activity and completed corrections for 337 offices.

Interior Works of Elevator Following work is completed for Mitsubishi Elevator Cabins:

Cabin Painting: 40 No’s

LED Light fittings: 28 no’s

High Speed Fan installation: 24 no’s

Major works of Water Fountains

Major works of replacing piping, colour LED lighting and Retiling of Fountain no. 11 (Near Customs) and Fountain no.9 (Near F East DTC) is completed.

New Metering for Common Services at Towers

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146 New Energy meters are installed for Common area services (Lightings,

Exhaust Systems, Lifts, Chillers and Pumps). This will help in estimating the

Actual Energy Consumption of the common services.

Energy Saving initiatives

Following Energy Saving initiatives were taken:

1. Replacing existing conventional Tube light fittings with LED tubes (300

no’s).

2. Installation of Variable Frequency drives for Cooling Tower.

3. Scheduling of treated Fresh Air Fans and ventilation Fans.

4. Replacing CFL light fittings in Common area Passages with LED Fittings.

Member Relation Trade Promotional Activities

1. South African Visa assistance: BDB along with GJEPC, MDMA and Members of the Bourse held a meeting with the Consulate General of the Republic of South Africa, Mumbai on 27 May 2014 to discuss issues trade members are facing while applying for visas. After understanding the concerns of members, the Consul General advised that in case any of our trade members who frequently travel to South Africa finds it difficult to get their visas after five working days, then they can send an email to Member Relations at BDB for seeking assistance from the South African Consulate. This facility has benefited many of our members. 2. Mr. Martin Rapaport, Chairman of Rapaport Group gave a speech on the 'State of the Diamond Industry - The Last 18 Inches' at the Trading Hall on 23 July 2014. The event was attended by members of BDB, GJEPC, MDMA and other patrons. 3. A meeting with Dr. Guruprasad Mohapatra, Joint Secretary, Ministry of Commerce & Industry was arranged on 29 November, 2014 by GJEPC and BDB to discuss operational and trade related matters.

Member Communications

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Introduction of new systems for improving MR Service to Members

MEMBER RELATIONS Various initiatives were introduced to provide a single window service at the Member Relations Centre namely, weekly meetings with heads of legal, accounts, fitout and MMRDA consultant – to address issues and queries of members. It has resulted in speedy resolution of complaints and improving the overall efficiency of our various departments. In addition, we are using technology to provide enhanced services to our esteemed Members. Complaint Management Triton software for Customer complaint management has been made fully functional resulting in systematic management of complaints from members and visitors.

Call Centre (1700) BDB has adapted to the changing needs of effective communication to members by setting up a call center with trained staff to take calls in Gujarati, Hindi and English. This facility is available between 9.30 am to 6.00 pm. MR Executives take 100% call closures through outbound calls to members.

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Online Bills The Members Lounge facility on our revamped website allows members to login and view their bills of HVAC, electricity, leave & licence, property tax, common area maintenance (CAM) at the convenience of a computer or smartphone. Website: http://bdbindia.org/login Manual Auction of Offices

Manual Auction of Offices on Leave & Licence Basis

Date 3 Dec 2014 4 July 2014 Total units offered: 26 15 Total units leased: 9 10 Total area leased (Sq. Ft.): 1,507 1,640 Total Licence Fee Income expected in 3 years (Rs):

2,23,41,780 3,42,41,760

Total Security Deposit generated (1 year rental) (Rs):

74,47,260 1,14,13,920

Average price fetched per sq. ft. built up area (Rs): 404 590 Highest bid per sq. ft. built up area (Rs): 475 1020 Lowest bid per sq. ft. built up area (Rs): 395 400

Lottery of DTC-6 Cabins (FW Tower) Lottery of DTC-6 FW Cabins

Lottery held on 24 June 2014 No. of units 44

Built up area (sq. ft.) 5392

Possession 1 Jan 2015

Tenure 5 years (2015-2020)

Average Rate (Rs) Rs 525 for first 3 years and Rs 630 for next two years

Security Deposit generated Rs 3,39,69,600

Licence Fee Income expected Rs 18,34,35,840

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Car Parking Lottery held on Mon, 22 Dec 2014:

Parking Type Allotted Revenue (Rs.)

Small 8 4,80,000

Single Straight 13 13,26,000

Single Back to back 20 26,40,000

Double Back to back 18 28,08,000

TOTAL 59 72,54,000

Updates on Website & Mobile App

Mobile App: The BDB Mobile App for Android and Apple devices were launched

in June 2014 with features of Members Directory, facilities available in and around

BDB for the convenience of members and their visitors. Over 6000 people are

currently using this app.

Website: A modern BDB website was launched in November 2014 giving an option

for members to advertise on the world’s largest diamond bourse. Current

advertisers are SRK, Venus Jewel, Star Rays, Interjewel, KP Sanghvi, Bhavani Gems,

Mahendra Brothers, Hari Krishna Exports. The average monthly hits are 15,000. In

February 2015 the facility of viewing bills online were introduced with a simple

user interface. Over 1000 members are using this option from the Members Lounge:

http://bdbindia.org/login.

Given the branding opportunities, many prominent members and other advertisers

are taking advantage of the ad spaces on both website and mobile app.

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Revenue Generation Promotional activities were organized for diamond trade, premium automobiles and residential projects totaling Rs. 21 lacs. Clients included Nissan, Jaguar Land Rover, Mercedes Benz, Ariisto and KARP Impex. Information Technology

Fire Alarm

System and

Public Address

system were

successfully

commissioned

for all common

areas and

integrated with

BDB’s Building Fire Alarm System

Public Address

System

1142 speakers are

Fire Alarm System

Currently, 1664

CCTV cameras

are functional,

securing the

peripheries,

Customs area,

Strong room and

Diamond Trading

centers and

providing 24x7

surveillance of the

entire complex.

Intrusion Alarm System

has also been an added

functionality to secure

BDB’s external

boundaries.

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HR Particulars Achievement A. Recruitment

On Roll Employees: DH CS legal DH Finance Manager Civil AM Sr. Executive Civil Sr. Manager IT DH Purchase & Store Sr. Executive Purchase Outsourced Employees: 4 Data Entry Operators 3 Data entry operators- A/C 1 Data entry operators- Purchase 3 Call Center Operators 1 Custodian Executive

B. Onboarding

a. Verification: Process of verification of the candidates made more visible. b. Orientation: Orientation process for new joinees started since april14 with all the departments.

C. Payroll a. Achieved the target of disbursing the salaries by the same month end. b. Automated the Spine HRMS & Spine Payroll Package.

D. Training & Development

Identified the Training needs for the organization and accordingly arranged for training for employees: 1. Team Building Activities. 2. Knowledge sharing sessions. 3. Employee Engagement Plan (Sports day, Holi, Monthly Engagement Programs)

E. Compliance

HR Compliance Audit completed successfully 1. Conducted Contractors Labour Audit for the Housekeeping & Lift 2. Maintenance Contractors and other New Vendors in HK Dept. 3. Conducted PF ESIC awareness campaign for houskeeping

WiFi Services

High speed Wi-Fi service is being

provided as a facility across the bourse for

Biometric Attendance

Biometric attendance system introduced for better

management of BDB outsourced staff.

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outsource staff by our PF & ESIC consultant Mr. Sameer Jadhav. 4. Salary verification of contractor’s month on month. 5. P.F. On line Registration for Staff Nos. & UAN No. Creation for Online Support services for P.F. Balance (e-Passbook) in the month of November'14. 6. Successfully Completed ESIC Camp for BDB Staff & Outsourced Vendor Staff in the Office Premises for Permanent ESIC Card in the month of January'15. 7. Digital Signature Uploaded for P.F. Online System Support.

F. HR Policies

1. Adopted the Sexual Harassment Policy for BDB. 2. Conducted an awareness workshop for Housekeeping Vendor Staff on Sexual Harassment at workplace. 3. Put up Policy awareness and Committee circular in the BDB premise at various locations.

G. Cost Saving

Cost saving on recruitment fees for below Positions:- 1. Data entry operators- Customs, Purchase, A/c, Tele callers, Custodian Executive. 2. Legal Executive, Sr. Manager IT. 3. Knowledge sharing sessions on Stress Management, Investment planning Session Diet session, Yoga, Tax Planning, Women Rights Awareness

H. Insurance Details of Insurance taken by the Company: Sr. No.

Company Name Policy

1 Tata AIG General Insurance Company Ltd.

Industrial All Risk Policy

2 Tata AIG General Insurance Company Ltd.

Business Guard - Office

A. Fire Building and/ or Contents

B. Burglary C. Money in Safe D. Public Liability R. All Risks (Portable

Equipment) Rider Attached

3 IFFCO - TOKIO General Insurance Co. Ltd

Group Personal Accident Insurance Policy

4 IFFCO - TOKIO General Insurance Co. Ltd

Workmen's Compensation Policy Schedule

5 National Insurance Group Medical Insurance Policy

House Keeping Member Satisfaction Survey Ratings

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Month Over All Rating

14-May- April 15 4

Legends 5 Excellent 4 Good 3 Satisfactory 2 Average 1 Poor

Termite Treatment Cycles

Cycle 1 ( Initial treatment ) Sep 2013 - May 2014

Cycle 2 May - July 2014

Cycle 3 July 2014 - Sep 2014

Cycle 4 Started in Oct 2014

Cycle 5 Started in Dec 2014- Jan 2015

Cycle 6 Started in Feb 2015- In progress

Achievements 1. External Garden planter box got repaired from Civil team (In March 2014)

2. New Equipment Introduced in Horticulture (C cutter)

3. Started centralized material store. 4. Green and blue dustbins place in towers for wet and dry garbage disposal. 5. Periphery sky lights internal glass area cleaning started. 6. Seasonal plantation at G tower west core, between D&E tower center core, between B&C tower west core external ramp, outside Trading hall, B tower DTC. 7. New plantation done at outside F tower West core new F DTC. 8. Vertical garden replantation. 9. Christmas tree decoration done for Christmas & New Year

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10. Swachh Bharat Abhiyan campaign was initiated by BDB HK team under guidance of Committee Members on 20th January, 2015. At 11 am, Campaign was led by committee members and senior management. Cleaning of external periphery & plantation of BDB was done.

Respective below Committee Members participated: 1) Mr. Milan Parikh (Vice President), 2) Mr. Naresh Mehta 3) Mr. Mahesh Vaghani 4) Mr. Paresh Mehta, 5) Mr. Jitendra Bhansali 6) Mr. Kirit Bhansali 7) Mr. Ajeet Maniyal 8) Mr. Virendra Shah

Swachh BDB Abhiyan conducted by Housekeeping department in towers from 2nd to 11th February 2015.

11. New pots placed in garden D tower east core 12. New pots placed on outside ledges of Ramp6. 13. F tower East core box staircase top cleaning done by using scissor lift.

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14. Employee Of the month Award started from August 2014 to motivate Housekeeping vendor staff.

9. CUSTOMS / CUSTODIAN UPDATE:

A. ACTIVITIES AT PRECIOUS CARGO CUSTOMS CLEARANCE CENTRE (PCCCC), BDB, BKC. The Precious Cargo Customs Clearance Centre at BDB, BKC started functioning from 18th October, 2010. The total number of Import and Export parcels cleared at the PCCCC, BDB, BKC year-wise together with their value for the last 4 years is given in the table below:

The total exports of gems and jewellery from India during 2014-2015 amounted in value to Rs.2,43,885 Crores compared to which the total exports made through the PCCCC amounted in value to Rs.1,52,788 Crores accounting for 62.65 percent. Export and Import by members and non-members not only covered diamonds but also items like jewellery, coloured gem stones, pearls, synthetic diamond powder etc..

Of the total Imports of gems and jewellery in raw material form and finished form into the country during 2014-2015 amounting in value to Rs.1,92,075 Crores approximately, Imports to the value of Rs. 1,00,882 Crores accounting for 52.52 percent were effected through the PCCCC.

The numbers of parcels covering both imports and exports handled at the Centre have increased by 1% compared with the previous year. In terms of Rupee value, the increase has been of the order of 3.00 percent during the period. Imports increased by 1.42 percent while exports increased by 4.08 percent.

IMPORTS EXPORTS TOTAL

YEAR No. of Parcels

Value No. of Parcels

Value No. of Value

(Rs. in Crores)

(Rs. in Crores)

Parcels (Rs. in Crores)

2014-2015 33,336 1,00,882 1,56,326 1,52,788 1,89,662 2,53,670

2013-2014 33,251 99,471 1,54,634 1,46,792 1,87,885 2,46,263

2012-2013 30,483 78,895 1,32,041 1,15,214 1,62,524 1,94,109

2011-2012 36,204 97,791 1,25,851 1,17,091 1,62,055 2,14,882

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It must, however, be mentioned here that the Rupee value to the U.S. Dollar in 2013-2014 was between 53.55 and 67.00 whereas during 2014-2015 it fluctuated between 59.10 and 63.85. Of the year-wise totals, the figures, for the last four years, relating to diamonds (excluding re-export of rough diamonds) were:

YEAR IMPORTS EXPORTS TOTAL

No. of Parcels

Value (Rs. In Crs.)

No. of Parcels

Value (Rs. In Crs.)

No. of Parcels

Value (Rs. In Crs.)

2014-2015 13,055 44,023 1,41,676 1,35,824 1,54,731 1,98,754 2013-2014 14,939 49,883 1,40,356 1,28,977 1,55,295 1,78,860 2012-2013 14,314 45,167 1,20,323 1,01,625 1,34,635 1,46,771 2011-2012 14,129 41,075 1,15,352 1,05,017 1,29,481 1,46,092

Of the net exports of cut and polished diamonds effected from the country during 2014-2015 valued at Rs.1,18,813 Crores approximately, exports to the value of Rs.1,15,249 Crores (Export of Rs.1,35,824 less Re-import of Rs.20,575 Crores) representing almost 97.00 percent moved through the PCCCC.

The average per carat export value, which was Rs.39,998 ($668) during 2013 – 2014 was Rs.41,249 ($680) during 2014-2015. The average value per parcel, however, was Rs.95.86 Lakhs ($1,58,067).

During the year, exports of cut and polished diamonds were made to fifty nine countries. The major destinations in terms of value were: Name of the Country  Value 

(Rs. in Crs.)

Percentage

Hong Kong  54,421 40.06

U.S.A  39,140 28.82

United Arab Emirates  11,253 8.28

Belgium   10,872 8.00

Israel  6,802 5.00

Thailand  3,738 2.75

Netherlands  1,696 1.25

Japan  1,534 1.13

Switzerland  1,453 1.07

Of the total imports of rough diamonds into the country during the year valued at Rs.1,02,131 Crores, imports through the PCCCC amounted to Rs.44,023 Crores accounting for 43.10 percent. The gross imports of rough diamonds through the PCCCC amounted to 60.89 million carats giving an average price of Rs. 7,229 ($ 117) per carat. The

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Imports of rough diamonds were received from twenty eight countries. The major countries by weight/caratage were: Name of the Country Carat

(Millions) 

Percentage

Belgium  27.53 45.21

United Arab Emirates 10.30 16.91

South Africa  5.42 8.90

Russia  5.32 8.74

Israel  2.33 3.83

Hongkong  1.61 2.64

Re-export of rough diamonds from the country during the year amounted to 33.94 million carats valued at Rs.8,666 Crores according to figures released by the Gem & Jewellery Export Promotion Council. Of this, re-export through the PCCCC comprised 2,008 parcels accounting for 22.03 million carats valued at Rs.5,555 Crores, giving an average price value of about Rs.2,521 to a carat.

The second major item exported through the PCCCC was gold jewellery, both plain and studded, which together amounted in value during the year to Rs.8,316 Crores. This figure represents 10.72 percent of the total exports of gold jewellery from the country estimated at Rs. 77,591 Crores. The major destinations were United Arab Emirates, U.S.A., Hong Kong, U.K. and Singapore.

The total amount collected by way of parcel service charges during the year was Rs. 1,626 lakhs giving an average of Rs.857 per parcel. In terms of value of parcels handled, the charges worked out to 0.006 percent.

The services rendered during the year were as follows: 1. Provision of rent-free accommodation for housing the Customs Clearance

Centre. 2. Providing and maintaining custodian facilities at the PCCCC, BDB, BKC as

well as at the International Aircargo Complex, Sahar, Andheri, Mumbai. 3. Provision of security and to and fro transportation of export and import

parcels between the PCCCC and International Aircargo Complex, Sahar, on every working day.

4. Depositing of Airway Bills with respective Airline offices. 5. Collection and distribution of EP copies of Shipping Bills. 6. EDI Service centre facilities free of charge to Importers and Exporters

B. CUSTOMS APPRAISAL

The average value of export / import parcels handled at the PCCCC, BDB,

BKC was about Rs. 800 Crores per day and the average numbers of parcels were 656 per working day.

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C. COMPILATION OF EXPORT / IMPORT STATISTICS

Commodity-wise and Country-wise Export / Import statistics continued to be compiled on monthly basis during the year and supplied to the Gem & Jewellery Export Promotion Council, Customs and others.

D. TRANSPORT & SECURITY ARRANGEMENTS The carting of Precious Cargo parcels between PCCCC, BDB, BKC and IACC, Sahar was handled by Console agents:

B.V.C. Logistics Private Limited Malca-Amit - JK Logistics Private Limited Lemuir Express Sequel Logistics Private Limited AF Ferrari Secure Logitech Private Ltd. General parcels are being carted through M/s. B.V.C. Logistics

Private Limited.

10. LEGAL UPDATE:

A. MMRDA:

Following are the details of number of NOC received from MMRDA towards transfer / mortgage / leave & license and other type, during the year 2014-15.

Sr. No.

Particulars No. of NOC received

1 Transfer 129 2 Mortgage 109 3 Leave & license 281 4 Part IX conversion 9 5 Change of name 15 6 Other (Probate) 3

TOTAL 546

B. REGISTRATIONS DONE DURING THE YEAR AND TOTAL NUMBER OF OFFICES ALLOTTED

Total registrations of 17 office premises & 3 additional passage area were completed during the financial year 2014-15. There are total 2272 number of offices of which registration has been done till date.

11. Security & Fire Safety Appreciation and Recognition

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During FY 2014-15 the Department of Security & Fire Safety has received various appreciation and recognition from BDB Members: Category Office Details Assistance in Theft Recovery M/s. Rachna Diamonds; M/s. Narola

Gems; M/s. Ashapura Exports; M/s. V Atul & Company; M/s. Roshan Exports; M/s. Ashwin P. Shah

Conducting Evacuation Drill & Training

M/s. Hindustan Diamonds; M/s. Kiran Gems

Effective Duty and Alertness M/s. V Arvind Kumar; M/s. Dominion Diamonds; M/s. Mahendra Brothers; M/s. Ketan Jhaveri; M/s. Ankit Gems; F-DTC (Cabin No. 43); M/s. Kohinoor Gem

Handling VIP movement efficiently

M/s. Kantilal Chotalal

Helping in night emergency at office

M/s. Vaishali Gems

Recovery of lost Valuable M/s. Shwetal Diam; M/s. Jewelex India Pvt. Ltd; M/s. Original Diamonds; M/s. Choice Diamonds; M/s. Maruti Impex; M/s. Varni Gems; M/s. Diamond International;

Special Assignment 1. Maharashtra Fire Service Academy, Kalina, Mumbai had organized “Industrial & Public Buildings Fire Drill Competition- 2014”. Department of Security & Fire Safety has participated in the activity and won 07 events out of 09. BDB Team was also awarded the rolling trophy for the Best Performance. 2. Fire Fighting & Fire Alarm System installation & commissioning at Tower FW DTC was carried out by inhouse Fire Team. 3. 98% Access Cards issued to entrants. 4. Tripods at Pedestrian Gates made operational and monitored regularly. 5. Flap Barrier at Tower Ground Floor Lobby made operational and monitored regularly. 6. Boom Barrier at Ramps made operational and monitored regularly. 7. 95% CCTV installation and commissioning done with live coverage.

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8. Forceful parking at external driveway has been reduced to Zero. 9. Wrong/Extra parking at basement has been monitored regularly and reduced. 10. Spitting/smoking drive conducted successfully and imposed fine to defaulters. 11. Drainage cover was placed in basement to avoid accident and incident. 12. Access Card Drive was carried out and old barcode ID card was confiscated. 13. Safety Hazards at BDB was identified and rectified. 14. Evacuation Drill for all Tower has been conducted successfully. 15. External (outside) traffic was controlled and managed effectively. 16. Volley Ball Tournament was conducted successfully for BDB Members. 17. Members contacted in night during emergency in night (duration 08 pm to 08 am) is 89 in FY 2014-15. 18. Emergency contact no. of 2360 offices with 7818 contact no. has been updated with Security for emergency calling. 19. Darkened spot in BDB were identified and reported to concerned department for proper illumination. 20. 4 Security Staff are Certified Security Professional from OSSIM; 01 Staff is certified in Advance Cardiovascular Life Support from American Heart Institute, 02 are certified in Networking from Axis Communications. 21. First of its kind the Training Calendar was launched in FY 2014-15 and as per planned calendar training has been carried out successfully. 22. Parking Slot indicator and parking slot painting carried out in Basement. 23. Jet Spray and Water purifier leakages were analyzed and found that due to increased water pressure after office hours leakages have been countered. Technical glitches were identified and water pressure was reduced after office hours. Now leakages are minimized. 24. Special Intelligence Unit in plain cloth was formed which helped to trace many Un-Fair Trade in BDB Complex.

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12. DIVIDEND

Being a Company registered and incorporated under the provisions of Section 25 of Companies Act, 1956 (correspondingly replaced by Section 8 of Companies Act, 2013), your Directors do not recommend any Dividend for the year.

13. TRANSFER TO RESERVES The Company has not proposed any transfers to the General Reserve.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: There are no Material Changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO (SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013)

Rule 8 Sub-Rule 3 (A) pertaining to Conservation of Energy and Sub-Rule 3 (B) pertaining to Technology absorption are not applicable to the Company. (A) Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows.

Particulars Financial Year

ended 31.03.2015 Financial Year ended 31.03.2014

(A) Expenditure In Foreign Currency Trade Development Expenses: World Diamond Federation –

Annual Subscription. Staff Training Expenses. Tour Expenses. International Diamond Bourse Registration Fees:- Contribution to World Diamond

Mark Foundation. World Diamond Council

Association.

6,17,602 Nil

60,067

Nil

10,60,710

14,76,720 47,353

Nil

31,04,475

Nil

Total Expenditure in Foreign Currency

17,38,379 46,28,548

(B) Earning In Foreign Currency Nil

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16. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/THE REPORT

OF THE BOARD The Financial Statement of the Company and Board’s Report has not been revised during the Financial Year 2014-2015 as per Section 131 of the Companies Act, 2013.

17. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Exchange during the year under review.

18. ANNUAL RETURN

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is hereby attached with this Report in Annexure I and is a part of this Report. The same is as on 31st March, 2015.

19. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE

COMPANIES There are no New Subsidiary/ Joint Venture / Associates Companies of your Company as on the date of this Report.

20. DETAILS OF DEPOSITS

FIXED DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

21. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS Your Company ensures that appropriate risk management limits, control mechanisms and mitigation strategies are in place through its efficient and effective Internal Control System and the same completely corresponds to its size, scale and complexity of operations. The Company strives to put several checks and balances in place to ensure that confidentiality is maintained. Effective procedures and mechanisms are rolled out to ensure that the interest of the Company is safeguarded at all times.

22. BOARD MEETINGS

The Board of Directors (herein after called as “the Board”) met for 22 number of times during the Year under review:

Sr. No.

Date of Meetings Venue of the

Meeting Time of the Meeting

1 April 11, 2014 Training Room,

BDB Admin Office, Bharat

Diamond Bourse, Bandra-Kurla

Complex, Mumbai – 400 051

03:30 p.m. 2 April 30, 2014

2:30 p.m.

3 May 16, 2014 4 June 12, 2014 5 July 9, 2014 6 August 7, 2014 7 August 20, 2014 8 September 5, 2014 9 September 24, 2014

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10 September 29, 2014 11 October 6, 2014

11:00 a.m. 12 October 10, 2014 13 November 14, 2014

2:30 p.m. 14 November 19, 2014 15 December 1, 2014 16 December 9, 2014 17 January 16, 2015 12:00 p.m. 18 February 6, 2015 3:00 p.m. 19 February 13, 2015 2:30 p.m. 20 February 27, 2015 10:30 a.m. 21 March 9, 2015

2:30 p.m. 22 March 27, 2015

23. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONAL.

Changes in Directors and Key managerial personals are as follows:

Sr. No

Name of the Director/ Key managerial personal

Particulars Date of Appointment and resignation

1 Mr. Ashok Devarajan Company Secretary – Resignation

24th February 2015

2 Mr. Ramniklal Shah Alternate Director – Resignation

27th March 2015

3 Ms. Charulata Jhaveri Additional Director – Appointment

27th March 2015

4 Mr. Sanjay Srivastava Manager – Appointment

27th March 2015

5 Mr. Nilesh Thakkar CFO- Appointment 27th March 2015 24. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT

DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013: Pursuant to Section 149 (4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 the Central Government has prescribed that your Company shall have minimum two Independent Directors. In view of the above provisions, and after considering the existing structure of Bharat Diamond Bourse and the Articles of Association of the Company, the Board was in the process of appointing the Independent Directors as per the provisions of the Companies Act, 2013 for the Financial Year 2015-16 Here the shareholders are requested to note that pursuant to the provisions of the Companies Act, 2013 read with the MCA circular dated 5th June, 2015, regarding exemption granted to Companies registered under Section 8 of the Companies Act, 2013 (correspondingly Section 25 of the Companies Act, 1956), your company is not required to appoint any Independent Directors and the company is exempt from complying with this provision.

25. COMMITTEES OF BOARD:

(1). Nomination and Remuneration Committee:

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In accordance with Section 178 of the Companies Act, 2013 your Company has re-constituted a Nomination and Remuneration Committee The Composition of the Committee is as under: Name Designation Mr. Anoop Mehta Convener

Mr. Milan Parikh Co-convener

Mr. Naresh Mehta Member

Mr. Prakash Shah Member

Mr. Kiran Gandhi Member

Mr. Mahesh Vaghani Member The Nomination and Remuneration Committee has formulated policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the terms of reference of the Committee is attached herewith in Annexure II. (2). Audit Committee: Your Company under the provisions of Section 177 of the Companies Act, 2013 has re-constituted an “Audit Committee”. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing. The Composition of the Committee is as under: Name Designation Mr. Pruthviraj Shah Convenor Mr. Kiran Gandhi Co-Convenor Mr. Jasvant Parikh Member Mr. Anoop Mehta Member Mr. Prakash Shah Member Mr. Jitendra Bhansali Member Mr. Sudhir Chawla Special Invitee

The functions of the Audit Committee are broadly: a. Overview of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible. b. Review and monitoring of internal control system and compliance of audit observations of the Auditors c. Review of the financial statements before submission to the Board. d. Supervision of other financial and accounting matters as may be referred to by the Board. e. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of internal control systems f. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as have post-audit discussion to ascertain any area of concern.

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g. Reviewing the company’s financial and risk management policies. h. Overseeing vigil mechanism for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate and exceptional cases. (3) Corporate Social Responsibility Committee Being a Company registered and incorporated under the provisions of Section 25 of Companies Act, 1956 (correspondingly replaced by Section 8 of Companies Act, 2013), there have been no profits in the Company and thus your Company has not contributed any amount to the CSR policy as it is not falling under the criteria prescribed by Section 135 of the Companies Act, 2015 and rules made there under as amended from time to time and the Board shall consider the formation of the CSR committee in future as may be deemed appropriate.

26. THE VIGIL MECHANISM

Your Company is not required to establish a vigil mechanism under Section 177 and rules made there under as amended from time to time since there are no loans or deposits accepted by the Company.

27. ACCEPTANCE OF RECOMMENDATIONS OF THE AUDIT COMMITTEE

The Management acted upon the observations and suggestions of the Audit Committee.

28. QUALIFICATION GIVEN BY THE AUDITORS:

There are no qualifications, reservation or adverse remarks or disclaimers made by the Statutory Auditors of the Company in their report and with regard to the Secretarial Audit Report the qualifications, reservation or adverse remarks or disclaimers are self-explanatory.

29. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not provided any loans and guarantees and has not made any investments pursuant to Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014.

30. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

There was no contract or arrangement made by the Company under Section 188 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

31. RISK MANAGEMENT

The Board of Director of your Company have identified industry specific risk and other external, internal, political and technological risk which in opinion of the board are threaten to the Company and Board has formulated the policy for how to manage the risk and what actions are required to take for diminish the adverse effect of the risk. Details of Insurance taken by the Company: Sr. No

Company Name Policy

1 Tata AIG General Insurance Company Ltd.

Industrial All Risk Policy

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2 Tata AIG General Insurance Company Ltd.

Business Guard - Office

A. Fire Building and/ or Contents B. Burglary C. Money in Safe D. Public Liability R. All Risks (Portable Equipment) Rider

Attached

3 IFFCO - TOKIO General Insurance Co. Ltd

Group Personal Accident Insurance Policy

4 IFFCO - TOKIO General Insurance Co. Ltd

Workmen's Compensation Policy Schedule

5 National Insurance Group Medical Insurance Policy

32. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE

AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS: In view of the provisions of the Companies Act, 2013 and point no. 13 above, considering the existing structure of Bharat Diamond Bourse and the Articles of Association of the Company, the Board was already in the process of appointing the Independent Directors as per the provisions of the Companies Act, 2013 and rules made there under as may be amended from time to time. Here the shareholders are requested to note that pursuant to the provisions of the Companies Act, 2013 read with the MCA circular dated 5th June, 2015, regarding exemption granted to Companies registered under Section 8 of the Companies Act, 2013 (correspondingly Section 25 of the Companies Act, 1956) your company is exempt from complying with this provision.

33. LOAN TO EMPLOYEES

The Company has given a loan of Rs. 600,567/- during the year to its employee’s and the total outstanding loan at the end of the Financial Year was Rs. 437,705/-

34. AUDITORS:

Your Company is required to ratify the appointment of M/s CNK & Associates LLP (Firm Registration No. 101961W) Statutory Auditors of your Company, pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, for his appointment of the Statutory Auditors of the Company in every Annual General Meeting until the expiry of his term as an Auditor of the Company in the manner as approved by the members at its Annual General Meeting held on September 26, 2014. The Statutory Auditors, M/s CNK & Associates LLP (Firm Registration No. 101961W) are appointed as the auditors of the Company at the Annual General Meeting of the Company held on 26th September, 2014 to hold the office for a period of five years till the Annual General Meeting of the Company for the financial year ended 31st March, 2019 subject to ratification at every Annual General Meeting. The Auditors have given their consent in writing and have furnished a certificate to the effect that their appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria

Page 47

prescribed under Section 141 of the Companies Act, 2013. Yours Directors recommend their appointment in the ensuing Annual General Meeting.

35. SECRETARIAL AUDITOR

Your Company has appointed M/s. Pramod S. Shah and Associates as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2014–15. M/s. Pramod S. Shah and Associates have issued and submitted their Audit report to the management of the Company which is attached in Annexure III.

36. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

Your Company has not issued any equity shares with deferential voting Rights. 37. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY

MANAGERIAL PERSONAL: None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

38. EMPLOYEES’ STOCK OPTION PLAN

Your Company has not issued any Employee’s Stock Option Scheme. 39. SWEAT EQUITY SHARES

Your Company has not issued any Sweat equity shares. 40. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/received from the operating management, your Directors make the following statement and confirm that- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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41. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘’The Act’’).

42. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Anoop V. Mehta President, DIN: 00107044

Place: Mumbai Date: 10/08/2015

Page 49

ANNEXURE TO BOARD’S REPORT.

Annexure I-Annual return

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31, 2015

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

I. REGISTRATION AND OTHER DETAILS

(i) CIN:- U51398MH1984NPL033787

(ii) Registration Date – 18/08/1984

(iii) Name of the Company - BHARAT DIAMOND BOURSE

(iv) Category / Sub-Category of the Company

Public / Unlisted/ Limited by Guarantee/ Company Licensed under Section 25

(v) Address of the Registered office and contact details

G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400051, Maharashtra, India

(vi)

Whether listed company No

(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any

Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl. No. Name and Description of NIC Code of the % to total turnover of

the main products / services Product/ service Company

1 Other services provided by

membership organization n.e.c. 99959999 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

S. No

NAME AND ADDRESS OF THE COMPANY

CIN/GLN HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held

Applicable Section

-- N.A. -- -- -- --

Page 50

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

Category of Shareholders No. of Shares held at the beginning of the year No. of Shares held at the end of the year

%

Change during

the year

Demat Physical Total % of total

shares Demat Physical Total % of total shares

A. Promoters

(1) Indian

a) Individual/HUF - 780 780 0.05% - 780 780 0.05% -

b) Central Govt - - - - - - - - -

c) State Govt (s) - - - - - - - - -

d) Bodies Corp. - 57610 57610 3.63% - 57705 57705 3.63% -

e) Banks / FI - - - - - - - - -

f) Any Other (Partnership Firm)

- 9022 9022 0.57% - 9122 9122 0.57% -

Sub-total (A) (1):- - 67,412 67,412 4.25% - 67,607 67,607 4.25% -

(2) Foreign

a) NRIs - Individuals - - - - - - - - -

b) Other – Individuals - - - - - - - - -

c) Bodies Corp. - - - - - - - -

d) Banks / FI - - - - - - - - -

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a) Any Other…. - - - - - - - - -

Sub-total (A) (2):- - - - - - - - - -

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

- 67,412 67,412 4.25% - 67,607 67,607 4.25% -

B. Public Shareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) Venture Capital Funds - - - - - - - - -

f) Insurance Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign Venture Capital Funds - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

a) Indian Body Corporate & Individuals

- - - - - - - - -

Page 52

i) Body Corporate & Individuals shareholders holding nominal share capital upto Rs. 1 lakh

- - 1700 - - - 2100 -

-

ii) Body Corporate & Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

- - 1517739 -

1519790 - -

b) Others (specify) - - - - - - - - -

Sub-total (B)(2):- - - 1519439 - - - 1521890 - -

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

- - 1519439 - - - 1521890 - -

C. Shares held by Custodian for GDRs & ADRs

- - - -

-

-

-

-

-

Grand Total (A+B+C) - - 1586851 - - - 1589497 - -

Page 53

(ii) Shareholding of promoters

Sr. No.

Shareholders Name Shareholding at the beginning of the year

Shareholding at the end of the year

No of Shares

% of total shares of company

%of Shares Pledged / encumbered to total shares

No of Shares

% of total shares of company

%of Shares Pledged / encumbered to total shares

% change in share holding during the year

1. S. Vinodkumar Diamonds Pvt. Ltd.

6665 0.40% - 6719 0.42% - 0.81%

2. Mohit Diamonds Pvt. Ltd.

9754 0.61% - 9754 0.61% - -

3. Janam Corporation Pvt. Ltd.

7572 0.48% - 7572 0.48% - -

4. J. K. Bhansali & Co. 2514 0.16% - 2514 0.16% - -

5. B.Ashwinkumar & Co. 1162 0.07% - 1162 0.07% - -

6. Mahendra Brothers Exports Pvt. Ltd.

23469 1.48% - 23510 1.48% - 0.17%

Page 54

7. Vishindas Holaram 1974 0.12% - 1974 0.12% - -

8. Star Brillian Pvt. Ltd. 1827 0.12% - 1827 0.11 - -

9. V.Atul & Co. Exports (India) Pvt. Ltd.

703 0.04% - 703 0.04% - -

10. Pruthviraj C. Shah 393 0.02% - 393 0.02% - -

11. Neel White Exports Pvt. Ltd.

766 0.05% - 766 0.05% - -

12. Ankit Gems Pvt. Ltd. 6854 0.43% - 6854 0.43% - -

13. Bhumika Gems 320 0.02% - 320 0.02% - -

14. Samor Diamond 387 0.02% - 387 0.02% - -

15. Sky Gem 2331 0.15% - 2331 0.15% - -

16. Meghna Diamond 331 0.02% - 431 0.03% - 30.21%

17. Zukorina & Kins 390 0.02% - 390 0.02% - -

Total 67,412 67,607

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(iii). Change in Promoters’ Shareholding (please specify, if there is no change):

Sr. No

Name of the Share holders

Shareholding at the Beginning of the Year

Date Reason Increase/Decrease in Shareholding

Cumulative shareholding during the year

No of shares

% of total Shares of the Company

No of shares

% of total Shares of the Company

No of shares

% of total Shares of the Company

1. S. Vinodkumar Diamonds Pvt. Ltd.

6665 0.40% 27.02.2015

Allotment 54 0.003 6719 0.42%

2. Mohit Diamonds Pvt.

9754

0.61% - No - - 9754 0.61%

Page 56

Ltd. change

3. Janam Corporation Pvt. Ltd.

7572

0.48% - No change

- - 7572 0.48%

4. J. K. Bhansali & Co.

2514 0.16% - No change

- - 2514 0.16%

5. B.Ashwinkumar & Co.

1162 0.07% - No change

- - 1162 0.07%

6. Mahendra Brothers Exports Pvt. Ltd.

23469 1.48% 27.02.2015

Allotment 41 0.003 23510 1.48%

7. Vishindas Holaram

1974 0.12% - No change

- - 1974 0.12%

8. Star Brillian Pvt. Ltd.

1827 0.12% - No change

- - 1827 0.12%

9. V.Atul & Co. Exports (India) Pvt. Ltd.

703 0.04% - No change

- - 703 0.04%

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10. Pruthviraj C. Shah

393 0.02% - No change

- - 393 0.02%

11. Neel White Exports Pvt. Ltd.

766 0.05% - No change

- - 766 0.05%

12. Ankit Gems Pvt. Ltd.

6854 0.43% - No change

- - 6854 0.43%

13. Bhumika Gems 320 0.02% - No change

- - 320 0.02%

14. Samor Diamond

387 0.02% - No change

- - 387 0.02%

15. Sky Gem 2331 0.15% - No change

- - 2331 0.15%

16. Meghna Diamond

331 0.02% 01.10.2014

Purchase of Car Parking

100 0.006 431 0.03%

17. Zukorina & Kins

390 0.02% - No change

- - 390 0.02%

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

Sr. No.

Name of the Shareholders Shareholding at the

beginning of the year

Cumulative Shareholding during the

year

For Each of the Top 10

Shareholders

No. of shares

% of total shares of

the company

No. of shares

% of total shares of the

company

1. The Mumbai Diamond Merchant’s Association

20059 1.26% 20059 1.26%

2. M. Suresh Company Pvt. Ltd. 19902 1.25% 19902 1.25%

3. Dimexon Diamonds Limited 16318 1.03% 16318 1.03%

4. Jasani 12579 0.79% 12579 0.79% 5. Beautiful Diamonds Ltd. 12562 0.79% 12562 0.79%

6. SJR Commodities and Cons. Pvt. Ltd.

11324 0.71% 11324 0.71%

7. Hindustan Diamond Co. Pvt. Ltd.

10688 0.67% 10755 0.68%

8. SRV Polished Diamond Company Private Limited

10687 0.67% 10687 0.67%

9. Jewelex India Private Limited 10398 0.66% 10398 0.65%

10. Shrenuj & Co. Ltd. 10079 0.64% 10137 0.64%

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V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment: NIL

(v). Shareholding of Directors and Key Managerial Personnel:

Sr. No

Name of the Share holders

Shareholding at the Beginning of the Year

Date Reason Increase/ Decrease in Shareholding

Cumulative shareholding during the year

No of shares

% of total Shares of the Company

No of shares

% of total Shares of the Company No of

shares % of total Shares of the Company

1. Mr. Prakash C. Shah (Proprietor of Samor Diamonds)

387 0.02% - No change

- - 387 0.02%

2. Mr. Pruthviraj C. Shah

393 0.02% - No change

- - 393 0.02%

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sr. No. Particulars of Remuneration Mr. Sanjay Srivastava,

Manager Total

Amount

Gross salary 383,042 p.m.

383,042 p.m.

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

- -

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

- -

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- -

2 Stock Option - - 3 Sweat Equity - -

4 Commission - - - as % of profit - - - others, specify… - -

5 Others, please specify 2,408 p.m. 2,408 p.m.

Total (A) 385,450 p.m. 385,450 p.m.

B. Remuneration to Other Directors: N.A.

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C. Remuneration to Key Managerial Personnel other than Md/Manager/WTD

Sl. Particulars of Key Managerial Personnel no. Remuneration

Mr. Ashok Devarajan Company Secretary

Mr. Nilesh Thakkar, CFO

Total

1. Gross salary 1,50,000 p.m. 191,376 p.m. 341,376 p.m.

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s

17(2) Income-tax Act, 1961 (c) Profits in lieu of salary

under section 17(3) Income- Tax Act, 1961 2. Stock Option Nil Nil Nil

3. Sweat Equity Nil Nil Nil

4. Commission Nil Nil Nil - as % of profit - others, specify…

5. Others, please specify Nil 1,123 Nil Total 1,50,000 p.m. 192,499 p.m. 342,499 p.m.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: N.A.

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Annexure – II

Nomination and Remuneration Committee policy.

Role classification: Functional overview – HR & Payroll

Key Decisions

Annual · Review annual manpower requirement and present the same to Managing Committee

· Primary approval of administrative budget and presentation to Managing Committee

· Ensure overall adherence to define process in annual appraisal process, including

increments and promotions

· Review performance of Person Responsible of the dept., Manager, HOD and Divisional

Heads and provide primary approval for bonus, increments and promotions at Person

Responsible of the dept., Manager, HOD and Divisional Head level

· Decide appointment, renewal and separation of various consultants

· Review and approve various insurance policies for BDB

Quarterly

· Review and sanction actual vs budgeted expenses for HR and BDB office administration

Monthly · Review compliance with HR related laws and regulatory compliance

· Review HR and BDB office administrative related issues / complaints and recommend

resolution

Event Driven · Approving HR and BDB office administration related policies and procedures

· Selection of required position as per occurrence

· Decide on appointment, confirmation and separation above Manager level, formulate

the criteria for determining qualifications, positive attributes and independence of a

director and recommend to the Board a policy, relating to the remuneration for the key

managerial personnel and other employees

· Review and address employee grievances

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Annexure III

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014] To, The Members, Bharat Diamond Bourse We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Bharat Diamond Bourse (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Bharat Diamond Bourse’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made there under; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above subject to the following observations: 1. The Board of Director’s in their meeting held on 11th April, 2014 had taken note of Director’s

interest of all the Director’s. However, Form MGT-14 was not filed for taking note of the disclosure of director’s interest and shareholding;

2. The Board of Director’s in their meeting held on 11th April, 2014 had appointed internal

auditor. However, Form MGT-14 for appointment of Internal auditor was not filed;

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3. Mr. Ashok Devrajan was appointed as Company Secretary. However Form MR-1 was not filed for his appointment.

4. Auditor has not attended the EOGM and Company has not given Exemption to the Auditor

for not attending the EOGM; We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. During the period, all the decisions in the Board Meetings were carried out unanimously. We have relied on the representation made by the Company, its Officers and Reports of the Statutory Auditor for systems and mechanism framed by the Company for compliances under other Acts, Laws and Regulations applicable to the Company as listed in Annexure 1. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. (As mentioned above and listed in Annexure I ) We further report that during the audit period there were no specific events/ actions having a major bearing on the Company's affairs. Place : Mumbai Date: 06/08/2015 Pramod Shah-Partner Pramod S. Shah & Associates FCS No.: 334 C P No.: 3804

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Annexure I of Secretarial Audit Report

1. Employees’ Provident Fund Act, 1952 and Rules 2. Professional Tax Act, 1975 and Rules 3. Payment of Gratuity Act, 1972 4. Apprentices Act, 1961 5. Contract Labour (R&A) Act, 1970 6. Employment Exchanges (Compulsory Notification of vacancies) Act, 1959 7. Employees State Insurance Act, 1947 8. Equal Remuneration Act, 1976 9. Minimum Wages Act, 1948 10. Payment of Bonus Act, 1965 11. Shop and Establishment Act /The Factories Act, 1948 12. Income Tax Act, 1961 13. Finance Act, 1994

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INDEPENDENT AUDITOR’S REPORT To the members of Bharat Diamond Bourse Report on the Standalone financial statements We have audited the accompanying standalone financial statements of Bharat Diamond Bourse (a company limited by guarantee and having share capital, herein after referred to as “the Bourse”), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Income and Expenditure, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Financial Statements The Bourse Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Bourse in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Bourse and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Bourse’s

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preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on whether the Bourse has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Bourse Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Bourse as at 31st March, 2015, and its deficit and its cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. Since the Bourse is a Company licensed to operate under section 25 of the Companies Act, 1956 (superseded by section 8 of the Act) and as such is not covered by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, report under the said order is not issued herewith.

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

Bourse so far as it appears from our examination of those books; (c) The Balance Sheet, the Statement of Income and Expenditure, and Cash Flow

Statement dealt with by this Report are in agreement with the books of account; (d) In our opinion, the aforesaid standalone financial statements comply with the

Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) On basis of written representations received from the directors as on 31st March, 2015

taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of Section 164(2) of the Act; and

(f) With respect to other matters to be included in the Auditor’s Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

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i. The Bourse has disclosed the impact of pending litigations on its financial

position in its financial statements – Refer Note 21 to the financial statements;

ii. The Bourse did not have any long-term contracts including derivative contracts

for which there were any material foreseeable losses ;

iii. During the year under audit, the Bourse was not required to transfer any amount to Investor Education and Protection Fund.

For CNK & Associates LLP Chartered Accountants Firm Registration Number: 101961W H.V. Kishnadwala Partner Membership No.: 37391 Place: Mumbai Date: August 10, 2015

Page 69

Note As At As At No. 31.03.2015 31.03.2014

Rupees Rupees Rupees

I EQUITY AND LIABILITIES(1) Shareholders' funds

(a) Share capital "3" 1,58,94,97,000 1,58,68,51,000 (b) Reserves and surplus "4" 8,98,03,66,696 9,19,67,23,965

10,56,98,63,696 10,78,35,74,965

(2) Share Application Money pending allotment "5" - 8,82,31,745

(3) Non-current liabilities(a) Other long-term liabilities "6" 71,83,86,484 65,23,60,791

(4) Current liabilities(a) Other current liabilities "7" 29,04,13,579 23,04,21,092

11,57,86,63,759 11,75,45,88,594

II ASSETS(1) Non-current assets

(a) Fixed assets "8"(i) Tangible assets 9,34,65,45,559 9,49,16,83,378 (ii) Intangible assets 45,39,111 23,97,707 (iii) Capital work-in-progress 13,09,23,869 47,66,35,932

9,48,20,08,539 9,97,07,17,017 (b) Long term loans and advances "9" 15,39,22,491 7,29,75,714 (c) Other non-current assets "10" 13,51,74,958 21,80,13,855

9,77,11,05,988 10,26,17,06,585

Total c/f : 9,77,11,05,988 10,26,17,06,585

Particulars

BHARAT DIAMOND BOURSE(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

BALANCE SHEET AS AT 31ST MARCH , 2015

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Note As At As At No. 31.03.2015 31.03.2014

Rupees Rupees Rupees

Total b/f : 9,77,11,05,988 10,26,17,06,585

(2) Current assets(a) Trade receivables "11" 11,66,86,748 15,71,35,396 (b) Cash and bank balances "12" 1,54,07,95,744 1,23,65,97,351 (c) Short-term loans and advances "13" 5,35,88,631 3,43,40,615 (d) Other Current Assets "14" 9,64,86,648 6,48,08,647

1,80,75,57,771 1,49,28,82,009

11,57,86,63,759 11,75,45,88,594

Statement of Significant Accounting Policies " 2 "The accompanying notes are an integral part of the financial statements

As per our attached Report of even date. FOR BHARAT DIAMOND BOURSEManaging Committee Members

For and on behalf of CNK & Associates LLP Shri. Anoop V. Mehta Shri. Jasvant A. Parikh Chartered AccountantsFirm Registration Number: 101961W

Shri. Kiran Gandhi Shri. Arun C Shah

H. V. Kishnadwala Shri. Jitendra K Bhansali Shri. Mehul N. ShahPartnerMembership Number: 37391

Shri. Prakash C Shah Shri Milan K. Parikh

Place : MumbaiDate :

Shri. Pruthviraj C. Shah Shri. Chirag D. Lakhi

Shri. Kirit A. Bhansali Shri. Zukov Shah

Shri. Naresh N. Mehta Shri. Amitkumar S. Shah

Shri. Mahesh Vaghani Shri. Atul Kothari

Shri. Rusell Mehta Shri. Vinod Shah

Smt. Charulata Jhaveri Shri. Paresh Mehta

Mr. Arjun Soni - Company Secretary

Place : MumbaiDate : 10-Aug-15

BHARAT DIAMOND BOURSE(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

BALANCE SHEET AS AT 31ST MARCH , 2015

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Note 2014-15 2013-14

No. Rupees Rupees

I Revenue from activities carried on in pursuance of the Objects " 15 " 82,58,12,575 93,49,94,051 II Other income " 16 " 88,92,47,076 70,26,07,980 III 1,71,50,59,650 1,63,76,02,031

IV Expenses :i) Employee benefits expense " 17 " 7,51,15,517 6,02,57,829 ii) Depreciation and amortization expense " 18 " 58,81,24,714 45,62,06,190 iii) Other expenses " 19 " 1,36,91,23,728 1,15,37,82,077

2,03,23,63,959 1,67,02,46,096

V (31,73,04,309) (3,26,44,065) VI Exceptional items " 20 " - (7,33,09,582) VII Surplus / (Deficit) before extraordinary items and tax (V - VI) (31,73,04,309) (10,59,53,647)

VIII Extraordinary items - - IX Surplus / (Deficit) before tax (VII - VIII) (31,73,04,309) (10,59,53,647)

X Tax expenseProvision for tax - Current tax - -

XI Surplus / (Deficit) for the year (IX - X) (31,73,04,309) (10,59,53,647)

Statement of Significant Accounting Policies " 2 "The accompanying notes are an integral part of the financial statements

As per our attached Report of even date. FOR BHARAT DIAMOND BOURSEManaging Committee Members

For and on behalf of Shri. Anoop V. Mehta Shri. Jasvant A. Parikh CNK & Associates LLPChartered AccountantsFirm Registration Number: 101961W

Shri. Kiran Gandhi Shri. Arun C Shah

H. V. Kishnadwala Shri. Jitendra K Bhansali Shri. Mehul N. ShahPartnerMembership Number: 37391

Shri. Prakash C Shah Shri Milan K. ParikhPlace : MumbaiDate : 10 Aug-15

Shri. Pruthviraj C. Shah Shri. Chirag D. Lakhi

Shri. Kirit A. Bhansali Shri. Zukov Shah

Shri. Naresh N. Mehta Shri. Amitkumar S. Shah

Shri. Mahesh Vaghani Shri. Atul Kothari

Shri. Rusell Mehta Shri. Vinod Shah

Smt. Charulata Jhaveri Shri. Paresh Mehta

Mr. Arjun Soni - Company Secretary

Place : MumbaiDate : 10-Aug-15

Surplus / (Deficit) before exceptional and extraordinary items and tax (III - IV)

BHARAT DIAMOND BOURSE(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

STATEMENT OF INCOME AND EXPENDITURE FOR THE YEAR ENDED 31ST MARCH, 2015

Total Revenue (I + II)

Total Expenses

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2014-15 2013-14

Rupees Rupees

A. Cash Flow from Operating ActivitiesDeficit before tax (31,73,04,309) (10,59,53,647)

Adjustments for:Depreciation and amortization expense 59,25,05,981 46,04,81,475 Profit on sale of fixed asset (11,544) (5,710) Interest income (15,97,59,334) (14,58,29,677)

Operating Profit before Working Capital changes 11,54,30,795 20,86,92,441

Adjustments for :(Increase) / decrease in trade receivables 4,04,48,648 (2,11,05,896)

(Increase)/ decrease in short term loans and advances and other current assets (5,09,26,017) (1,03,34,463)

(Increase) /decrease in other non current assets 94,50,463 -

(Increase)/ decrease in long term loans and advances (4,00,339) (35,79,484)

Increase/ (decrease) in other long term liabilities 6,60,25,692 16,66,44,150

Increase/ (decrease) in current liabilities 2,05,33,829 (31,40,21,845)

Cash Generated From Operations 20,05,63,071 2,62,94,903 Direct taxes paid (8,19,54,321) (1,58,74,555) Net Cash inflow / (outflow) from Operating activities 11,86,08,750 1,04,20,348

B. Cash Flow from Investing ActivitiesPurchase of fixed assets (6,56,78,390) (16,54,86,799) Proceeds from sales of fixed asset 51,553 40,000 Fixed deposits with banks (net) (30,73,93,587) (24,20,98,577) Interest received 15,97,59,334 14,58,29,677

Net Cash inflow / (outflow) from Investing activities (21,32,61,091) (26,17,15,699)

C. Cash Flow from Financing ActivitiesProceeds from issue of shares (including security premium) 32,97,717 6,38,15,395 Entrance Fees received 1,47,70,996 2,20,50,001

Net Cash / (outflow) from Financing activities 1,80,68,713 8,58,65,396

Net increase / (decrease) in cash and cash equivalents (A+B+C) (7,65,83,629) (16,54,29,955)

Cash and Cash Equivalents as at beginning of the year 13,55,21,962 30,09,51,917                     Cash on Hand 86,816 26,856                               Balances in Current and Saving Accounts 2,92,97,755 3,86,70,232 Liquid Term Deposits 1,36,37,391 2,18,84,334 Other Bank Deposits 9,25,00,000 24,03,70,494 Cash and Cash Equivalents as at end of the year 5,89,38,333 13,55,21,962 Cash on Hand 30,681 86,816 Balances in Current and Saving Accounts 4,86,29,284 2,92,97,755 Liquid Term Deposits 1,02,78,368 1,36,37,391 Other Bank Deposits - 9,25,00,000

Notes: 1) Figures in bracket represent outflows2) Previous Year's figures have been recast / restated wherever necessary.

As per our attached Report of even date.

FOR BHARAT DIAMOND BOURSEFor and on behalf of Managing Committee Members

CNK & Associates LLPChartered Accountants Shri. Anoop V. Mehta Shri Milan K. Parikh Shri. Arun C Shah Firm Registration Number: 101961W

Shri. Kiran Gandhi Shri. Naresh N. Mehta Shri. Mehul N. Shah

H. V. Kishnadwala Shri. Jitendra K Bhansali Shri. Mahesh Vaghani Shri. Chirag D. LakhiPartnerMembership Number: 37391

Place : Mumbai Shri. Prakash C Shah Shri. Rusell Mehta Shri. Zukov ShahDate : 10 Aug-15

Shri. Pruthviraj C. Shah Smt. Charulata Jhaveri Shri. Vinod Shah

Shri. Kirit A. Bhansali Shri. Atul Kothari Shri. Jasvant A. Parikh

Shri. Amitkumar S. Shah Shri. Paresh Mehta

Mr. Arjun Soni - Company Secretary

Place : MumbaiDate : 10 Aug-15

BHARAT DIAMOND BOURSE(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2015

Particulars

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NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015 1. COMPANY PROFILE Bharat Diamond Bourse (the Bourse) was incorporated on 18th August, 1984 as a company holding license under section 25 of the Companies Act, 1956 (superseded by section 8 of the Companies Act, 2013). The main objects to be pursued by the Bourse are as under: 1) To establish a Bourse for the promotion of exports of Gems & Jewellery from India and to provide for this purpose infrastructure and other facilities in India for Indian and overseas buyers and sellers of Gem & Jewellery. 2) To establish and promote effective liaison between the Gems & Jewellery trade and industry in India and abroad. 3) To promote, advance, protect and develop trade, commerce and industry in India relating to Gems & Jewellery including cutting, polishing and processing. 4) To develop India as a modern and sophisticated Gems & Jewellery market in the world by establishing and maintaining an international trading centre in India for all those engaged as manufacturers, traders, exporters, importers, brokers and commission agents in the Gem & Jewellery trade and industry. 2. SIGNIFICANT ACCOUNTING POLICIES 2.1 Basis of accounting preparation (i) These financial statements have been prepared to comply in all material aspects with the applicable Accounting Standards prescribed in India under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and other accounting principles generally accepted in India, to the extent applicable. All assets and liabilities have been classified as current or non current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year. (ii) Financial statements are prepared under the historical cost convention. These costs are not adjusted to reflect the impact of changing value in the purchasing power of money. The financial statements are presented in Indian rupees rounded off to the nearest rupee. 2.2 Use of Estimates The preparation of financial statements in conformity with the generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amount of assets and liabilities on date of financial statements and the reported amount of revenues and

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expenses during the reporting period. Difference between the actual and the estimates are recognized in the period in which results are known /materialized. 2.3 Recognition of Revenue and costs (i) Expenses and Income to the extent considered payable and receivable are accounted for on accrual basis. (ii) Income from License Fees/ Lease Rent from Operating Lease is recognized on execution of agreement with the Lessees and / or execution of Letter of Intent (LOI) whichever is earlier, along with License Fee/ Lease Rent for the period prior to execution of such agreement/LOI, if any. (iii) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the interest rate applicable. 2.4 Fixed Assets and Depreciation/Amortization Tangible Assets: (i) Fixed assets are stated at cost less depreciation. The cost comprises of purchase price, freight, taxes & duties and is reduced to the extent of value of Cenvat benefit & VAT set off and any other credits related to specific fixed asset and any other attributable cost of bringing the asset to the working condition of its intended use. (ii) Depreciation and amortization: • Depreciation on all Tangible Assets (Other than those Assets as mentioned below) is being provided on a Pro-rata Basis on Written Down Value Basis based on the useful lives of the assets as prescribed under Schedule II to the Companies Act, 2013. • Depreciation is provided @100% for individual asset amounting to Rs. 5,000 or Less • Depreciation is not charged on Building for area which is allotted to members. • Leasehold land: - Lease Premium paid for acquisition of land is being written off / amortized over the period of lease from the date of possession of the land. - Intangible assets are amortized over the useful life of 6 years. Capital work-in-progress: Valuation of material at site forming part of capital work-in-progress: The physical stock of material lying at Site is valued by an independent valuer at regular intervals and whenever valued it is carried at Cost or Market Value (as determined by valuer) whichever is lower.

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2.5 Transactions in Foreign Currency (i) Foreign currency transactions are recorded at the rates of exchange prevailing on the date of the transaction. (ii) Monetary items denominated in foreign currency outstanding at the year-end are restated using the rates of exchange prevalent on the year-end date. All exchange differences arising on settlement of transactions, restatement of monetary items at the year end are recognized in the Statement of Income & Expenditure. (iii) Non-monetary foreign currency items are carried at cost. 2.6 Employee benefits Short term Employee Benefits: The undiscounted amount of short term employee benefits expected to be paid in exchange for the services rendered by employees are recognized as an expense during the period when the employees render the services. These benefits include performance incentive and compensated absences. Post Employment Benefits: Defined contribution plans: A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions to a separate entity. The Company makes specified contributions towards Provident Fund and Superannuation Fund. The Company’s contribution is recognized as an expense in the Income and Expenditure Statement during the period in which the employee renders the related service. Defined benefit plan: The liability in respect of defined benefit plans and other post-employment benefits is calculated using the Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from employees’ Services. 2.7 Impairment of assets An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. An impairment loss is charged to the Income and Expenditure Statement in the year in which an asset is identified as impaired. The impairment loss recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount. 2.8 Provisions, Contingent Liabilities and Contingent Assets Provisions are recognized when there is a present legal or statutory obligation as a result of past events where it is probable that there will be outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

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Contingent Liabilities are recognized only when there is a possible obligation arising from past events due to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or where any present obligation can not be measured in terms of future outflow of resources or where a reliable estimate of the obligation can not be made. Obligations are assessed on an ongoing basis and only those having probable outflow of resources are provided for. Contingent assets are neither recognized nor disclosed in the financial statements. 2.9 Cash Flow Statement Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated. 2.10 Cash & Cash Equivalents Cash comprises cash on hand, Current Accounts and deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. 2.11 Leases Operating leases: Operating lease is a lease that does not transfer substantially all the risks and rewards incident to ownership of an asset. Lease income is recognized in the statement of profit and loss on a straight line basis over the lease term even if the receipts are not on such a basis. Costs, including depreciation, incurred in earning the lease income are recognized as an expense.

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As At As At31.03.2015 31.03.2014

Rupees Rupees3 Share Capital

Authorised40,00,000 Equity Shares of Rs.1000/- each 4,00,00,00,000 4,00,00,00,000 10,00,000 Redeemable Preference Shares of Rs. 1,000/- each 1,00,00,00,000 1,00,00,00,000

5,00,00,00,000 5,00,00,00,000 Issued, Subscribed and Paid-up15,89,497 (15,86,851) Equity Shares of Rs.1000/- each fully paid-up 1,58,94,97,000 1,58,68,51,000

1,58,94,97,000 1,58,68,51,000

Notes :3.1

3.2

3.3

3.4 Reconciliation of the shares outstanding at the beginning and at the end of the period:

Number Rs. Number Rs.Shares outstanding at the beginning of the year 15,86,851 1,58,68,51,000 15,76,394 1,57,63,94,000 Shares Issued during the year 2,646 26,46,000 10,457 1,04,57,000 Shares bought back during the year - - - - Shares outstanding at the end of the year 15,89,497 1,58,94,97,000 15,86,851 1,58,68,51,000

3.5

3.6

As At As At31.03.2015 31.03.2014

Rupees Rupees Rupees4 Reserves & Surplus

Securities Premium Reserve AccountOpening Balance 9,98,09,26,135 9,92,13,86,850 Add : Transferred during the year on allotment 8,88,83,462 5,95,39,285

10,06,98,09,597 9,98,09,26,135

Entrance FeesOpening Balance 8,49,30,001 6,28,80,000 Add : Received/Transferred during the year 1,47,70,996 2,20,50,001

9,97,00,997 8,49,30,001

Earmarked Funds: Reserve For World Diamond Federation BourseOpening Balance 13,57,506 13,57,506 Received during the year - - Less: Spent during the year - -

13,57,506 13,57,506

Balance in the Income & Expenditure AccountBalance as per last balance sheet (87,04,89,677) (76,45,36,030)

27,07,419 - (87,31,97,096) (76,45,36,030)

Surplus / (Deficit) for the year (31,73,04,309) (10,59,53,647) (1,19,05,01,404) (87,04,89,677)

8,98,03,66,696 9,19,67,23,965 Total

Total

BHARAT DIAMOND BOURSE( A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL )

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

There are no bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five yearsimmediately preceding the reporting date.

Equity Share is at par value of Rs. 1000 per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receiveremaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity sharesheld by the shareholders.

During the year, the Bourse has allotted 2,646 (2013 – 2014 : 10,457) Equity Shares of Rs.1,000 each, fully paid-up to 27 (2013-2014: 23) members.

ParticularsAs At 31.03.2015 As At 31.03.2014

Equity Shares Equity Shares

Each holder of Equity Share is entitled to one vote per Equity Share held.

The contribution collected from time to time from the members/provisional allottees towards the cost of the Project has been adjusted towardsEquity Share Capital and Share Premium on the said Equity shares allotted to the allottees as per the area calculated in proportion of one equityshare of Rs.1,000 each, fully paid-up, for every square feet final area. The ultimate premium for each allottee has been determined by the ManagingCommittee in line with the resolution passed by the Members in the Extra Ordinary General Meeting of the Members of the Bourse held on 26thJuly, 2008.

Less: Depreciation on adoption of Schedule II of Companies Act, 2013 (Refer Note No.24)

Page 78

As At As At31.03.2015 31.03.2014

Rupees Rupees Rupees5 Share Application Money pending allotment*:

Contributions collected from members/ provisional allottees not adjustedtowards Share Capital and Share Premium as remaining installments are yetto be received

- 8,82,31,745

Total - 8,82,31,745

Other particulars of Share Application Money:5.1 No. of Members / Provisional Allottees - 26 5.2 No. of Shares proposed to be issued to allottees - 1,098 5.3 No. of Shares proposed to be issued to members - 1,502 5.4 Amount of Premium - 8,56,32,005 5.5 The period before which shares are to be allotted - Not applicable5.6 Whether the Bourse has sufficient authorised share capital to cover the share

capital amount on allotment of shares out of share capital money- Yes

* reclassified/regrouped under current and non current liabilities to theextent refundable

6 Other Long Term LiabilitiesSecurity Deposits - lease/leave and license agreements 69,78,26,429 60,82,33,074 - contractors/ vendors 21,81,306 20,13,068 Members' contribution towards cost of construction pending allotment onaccount of arrears

1,48,79,749 4,02,13,649

Subscription fees received in advance 34,99,000 19,01,000 Total 71,83,86,484 65,23,60,791

7 Other Current LiabilitiesPayable Towards Capital Goods 51,49,960 4,46,08,618 Excess payments received from members/allotees 1,01,71,379 35,90,116 Income received in Advance: - Maintenance Charges - 24,10,462 - Car Parking Charges - 49,86,945 - Advance License Fees from Lessees 5,25,000 5,12,900 - Business Centre Rent 10,27,90,500 - - Subscription Fees 21,17,000 17,36,000

10,54,32,500 96,46,307 Statutory Dues 37,55,197 53,81,681 Book Overdraft (banks) 74,22,230 1,45,77,781 Liabilities for Expenses 8,51,22,915 9,76,88,832 Provision for Expenses 3,17,02,840 1,05,63,552 Retention Money 3,18,22,654 3,45,30,301 Others 85,85,404 85,85,404 Members' contribution towards cost of construction pending allotment onaccount of arrears

12,48,500 12,48,500

Total 29,04,13,579 23,04,21,092

BHARAT DIAMOND BOURSE( A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL )

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

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Page 80

As At As At31.03.2015 31.03.2014

Rupees Rupees Rupees

9 Long term loans and advances(Unsecured, considered good, unless otherwise stated)Security Deposits 87,55,103 83,06,209 Capital advances 1,80,87,730 1,94,95,613 Other Loans and Advances Excavation Royalty paid to the Collector, Bombay Suburban District 20,35,530 20,35,530 Considered Doubtful - Refer Note No. 28 Less: Provision for Doubtful Advances 20,35,530 20,35,530

- - Income Tax paid in advance (Net of Provision for Tax) 9,78,28,878 1,58,74,556 Income Tax Paid Under Protest 2,92,32,032 2,92,32,032 Others 18,748 67,303.07             

12,70,79,658 4,51,73,892 Total 15,39,22,491 7,29,75,714

10 Other non current assetsFixed Deposits with Banks (with of more than 12 months maturity) 13,10,48,404 20,44,36,838 Interest Accrued on above Fixed Deposits with Banks 41,26,554 1,35,77,017

Total 13,51,74,958 21,80,13,855

BHARAT DIAMOND BOURSE( A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL )

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

Page 81

As At As At31.03.2015 31.03.2014

Rupees Rupees Rupees

11 Trade receivables(Unsecured, Considered good, unless otherwise stated)Outstanding for a period exceeding six months from the date they aredue for payment Considered Good 2,23,50,691 1,11,80,642 Considered Doubtful - Refer Note No. 29 5,08,50,851 3,89,51,009

7,32,01,542 5,01,31,651 Less: Provision for bad and doubtful debts 5,08,50,851 3,89,51,009

2,23,50,691 1,11,80,642 Outstanding for a period less than six months from the date they aredue for payment Considered Good 9,43,36,057 14,59,54,754 Considered Doubtful - Refer Note No. 29 81,02,575 73,21,748

10,24,38,632 15,32,76,502 Less: Provision for bad and doubtful debts 81,02,575 73,21,748

9,43,36,057 14,59,54,754 Total 11,66,86,748 15,71,35,396

12 Cash and bank balancesCash and Cash EquivalentsCash on Hand 30,681 86,816 Bank Balances : In Current and Saving Accounts 4,86,29,284 2,92,97,755 In Deposits (with less than 3 months maturity) - Liquid Term Deposits 1,02,78,368 1,36,37,391 - Other Bank Deposits - 9,25,00,000 Other Bank Deposits 1,48,18,57,411 1,10,10,75,390 (with more than 3 but less than 12 months maturity)

Total 1,54,07,95,744 1,23,65,97,351

13 Short Term Loans and Advances (Unsecured, Considered Good)Advances recoverable in cash or in kindAdvances to Creditors 1,05,49,531 52,78,155 Advance to Employees 4,58,397 4,11,591 Other Loans and AdvancesService Tax Input Credit 48,35,210 64,86,935 Prepaid Expenses 3,75,65,186 2,19,71,041 Dues from Others 1,80,306 1,92,893

Total 5,35,88,631 3,43,40,615

14 Other Current AssetsInterest Accrued on Fixed Deposits with Banks 7,70,75,158 4,41,49,959 Provision for unbilled Income 1,88,19,144 1,94,82,334 Stock of Stationery & Housekeeping Materials (at cost) 5,92,346 11,76,354

Total 9,64,86,648 6,48,08,647

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

BHARAT DIAMOND BOURSE( A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL )

Page 82

2014-15 2013-14Rupees Rupees Rupees

15 Revenue from activities carried on in pursuance of the objects:15.1 Revenue from Custodian Services (as allocated by the management)

Reimbursement of handling, carting from Members and Others

(Net of Expenses - Refer Note 15.1.1) 8,07,11,208 8,54,32,118

15.2 Revenue from Maintenance ServicesSubscription Fees: - Associate Trade Members 1,84,000 1,62,000 - Trade Members 36,99,000 35,01,000 Recoveries from Members 69,62,69,830 75,75,83,968 Transfer Fees & Processing Fees from Members 80,82,867 1,69,48,962 Interest from Members/ Others 1,67,92,400 5,70,06,719 Car Parking Income 59,92,143 43,85,091 Identity Cards Income 1,40,81,127 99,74,194

74,51,01,367 84,95,61,933

82,58,12,575 93,49,94,051

15.1.1

Reimbursement Received / Collected (Gross) 16,45,04,485 15,08,21,459 16,45,04,485 15,08,21,459

Less: Expenses incurredEmployee Benefit ExpensesSalaries, Wages, Bonus and Ex-gratia 1,14,36,379 1,02,25,534 Contribution to Provident and other Funds 8,47,697 8,63,084 Staff Welfare Expenses 12,69,550 12,72,972

1,35,53,625 1,23,61,590 Depreciation 43,81,267 25,66,563 Other ExpensesPower & Fuel 2,75,313 2,23,337 Repairs & Maintenance Machinery 7,87,218 8,49,413 Others 20,795 77,660 Insurance 6,57,233 7,10,764 Rent, Rates and Taxes 20,52,783 21,55,956 Travelling and Conveyance Expenses 7,41,579 7,30,771 Legal & Professional Fees 2,92,913 3,35,000 Printing and Stationery 7,91,185 6,95,822 Communication Expenses 8,54,194 4,13,990 Security Charges 13,05,945 10,92,039 Custodian charges 75,91,760 75,19,960 Customs - Cost Recovery Charges 4,54,36,789 3,13,98,605 Carting Charges 11,40,000 11,43,000 Software charges 29,83,378 24,93,285 Miscellaneous Expenses 9,27,302 6,21,586

6,58,58,384 5,04,61,188

8,07,11,208 8,54,32,118

Total

BHARAT DIAMOND BOURSE(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

Reimbursement of handling, carting, customs and other expenses from Members andothers:

Page 83

2014-15 2013-14Rupees Rupees Rupees

16 Other Income:16.1 Other Income - Custodian Services

Excess Provision Written Back - 7,17,050 - 7,17,050

16.2 Other Income - Maintenance ServicesInterest on Fixed Deposits with Banks 15,97,59,334 14,58,29,677 License Fees/Lease Rent from Operating Leases 60,66,88,468 42,69,76,599 Reimbursement for Expenses from Lessees 11,05,26,533 10,53,55,871 Interest Received on Refund of Income Tax - 52,36,449 Profit on sale of obsolete stock 2,74,563 - Sale of Scrap 4,85,901 26,70,251 Debris Removal Charges 15,61,586 81,60,933 Miscellaneous Receipts 26,59,415 8,78,058 Profit on sale of Fixed Assets 11,544 5,710 Provision for Doubtful Debts Written Back (Refer Note No. 29) 17,65,672 62,51,637 Provision written back on obsolete stock 12,17,898 - Sundry Balances written back (Net) 42,96,162 5,25,745

88,92,47,076 70,18,90,930 88,92,47,076 70,26,07,980

17 Employee Benefit expenses :Employee Expenses - Maintenance Services

Salaries, Wages, Bonus and Ex-gratia 7,13,83,187 5,64,31,322 Contribution to Provident and other Funds 19,93,093 15,91,138 Staff Welfare Expenses 17,39,238 22,35,369

7,51,15,517 6,02,57,829

18 Depreciation and Amortisation:Maintenance ServicesDepreciation On Tangible Assets 55,92,03,133 42,74,63,192 On Intangible Assets 17,01,521 15,22,937 Amortization Lease Premium for Lease Hold Land : Bandra - Kurla Complex 2,72,20,061 2,72,20,061

58,81,24,714 45,62,06,190 Total

(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

Total

Total

BHARAT DIAMOND BOURSE

Page 84

2014-15 2013-14

Rupees Rupees Rupees

19 Other expenses :Other Expenses - Maintenance Services

Power & Fuel 34,55,84,819 24,90,14,413 Repairs & Maintenances

Building 5,87,52,762 5,21,27,073 Machinery 2,40,70,843 2,31,07,783 Others 22,97,07,244 19,94,57,362

31,25,30,849 27,46,92,217 Insurance 38,39,878 44,75,555 Ground Lease Rent 2,75,16,284 2,16,62,568 Rates and Taxes 51,72,61,564 42,37,43,507 Travelling and Conveyance Expenses 9,95,179 2,77,988 Legal & Professional Fees 4,33,88,450 5,48,45,039 Advertisement and Publicity 3,00,506 21,21,502 Printing and Stationery 45,06,582 48,46,064 Communication Expenses 16,89,370 32,49,676 Software Maintenance Expenses 33,12,735 27,32,409 Auction Expenses 6,000 6,54,530 Assets Discarded - 1,73,880 Signage Expenses 13,41,097 14,68,853 Trade Promotion Expenses 32,51,192 10,35,423 World Diamond Mark (Net of Contribution) - 22,37,635 Subscription fees 16,39,379 14,76,720 Inauguration & Event Expenses 87,921 31,77,591 Donations 85,00,000 2,50,00,000 House Keeping Charges 6,91,89,166 5,00,01,845 Water Charges 1,13,59,230 1,15,44,776 Gas charges 26,17,224 8,02,846 Interest to members 30,52,068 - Interest on delayed payment of Statutory Dues 18,746 41,81,982 Car parking charges 8,20,255 42,18,096 Miscellaneous Expenses 61,15,235 57,48,976 Remuneration to auditor Audit fees 2,00,000 2,15,000 Tax Audit fees - 77,000 For Tax matters - 88,000 In Other matters - 17,986

1,36,91,23,728 1,15,37,82,077

20 Exceptional items :Depreciation for earlier years - 17,08,722 Provision for Diminution in value of Stock of Materials at Site - 7,16,00,860

- 7,33,09,582

BHARAT DIAMOND BOURSE(A COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL)

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2015

Total

Total

Page 85

21. Contingent liabilities and commitments (to the extent not provided for) : (I) Contingent Liabilities: i) Claims against the Bourse not acknowledged as debt:

Sr. No.

Particulars 2014-15 Rupees

2013-14 Rupees

(i) Claims against the Bourse not acknowledged as debt – Custom Cost Recovery Charges

Nil 1,02,20,116

(ii) Income-tax Demand disputed in Appeals

7,74,76,694 6,49,69,968

(iii) Liability in respect of Handling charges, if any

Not ascertained

Not ascertained

ii) Other money for which Bourse is contingently liable

Final notices were received from the Government of Maharashtra, Office of the collector of stamps during F.Y. 2007-08 demanding Stamp Duty of Rs.25,99,27,430 (2013–2014: Rs.25,99,27,430) and Penalty of Rs.51,98,54,860 (2013–2014: Rs.51,98,54,860) in respect of land taken on lease from Mumbai Metropolitan Region Development Authority (MMRDA). Pending hearing of the Petition filed by the Bourse, the Bombay High Court has issued a temporary order and injunction restraining any further action against the Bourse. In the meantime, the Bourse has paid stamp duty of Rs.17,72,80,400 during the F.Y. 2009-10 for registration of the said Lease Deed. Hence, the Bourse does not expect any further liability in this behalf. (II) Commitments: Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of Advances Rs.1,40,86,110 (2013-14: 1,80,49,339)): Rs.6,50,76,820 (2013– 2014: Rs.9,37,92,756). 22. Expenditure in foreign currency:

Particulars 2014-15 Rupees

2013-14 Rupees

Trade Development Expenses : World Diamond Federation – Annual Subscription Staff Training Expenses Tour expense International Diamond Bourse Registration Fees:- Contribution to World Diamond Mark Foundation World Diamond Council Association

6,17,602 Nil 60,067 Nil 10,60,710

14,76,720 47,353 Nil 31,04,475 Nil

Total 17,38,379 46,28,548

Page 86

23. Prior period items:

Particulars 2014-15 2013-14 Income Interest from members 9,09,260 - Recoveries from members 1,00,000 - Expenditure Repairs & maintenance - machinery - 2,37,885 Total 10,09,260 2,37,885

24. Pursuant to the enactment of the Companies Act, 2013 (the “Act”) and its applicability for accounting periods commencing after 1st April 2014, the Bourse has provided depreciation with reference to the estimated economic lives of fixed assets in the manner prescribed by Schedule II to the Act, as against past practice of providing at the minimum of rates prescribed in Schedule XIV of Companies Act, 1956. In case of any assets whose useful life has expired at the beginning of the year, the carrying value, net of residual value, as at 1st April 2014 Rs.27,07,419 has been adjusted to the opening balance of Statement of Income and Expenditure and in other cases the carrying value, has been depreciated/amortized over the remaining/revised useful life of assets and recognized in the statement of Income and Expenditure. As a result of this change, the change of depreciation in the statement of Income & Expenditure is higher by Rs . 16,53,09,741. 25. As per Accounting Standard (AS) – 15 “Employee Benefits”, the disclosures as defined in the Accounting Standard are given below: 25.1 Defined Contribution Plan: Contributions to Defined Contribution Plan, recognised as expenses for the year are as under:

25.2 Defined Benefit Plan: The Employees’ Gratuity Fund Scheme managed by the Life Insurance Corporation of India (LIC) is a defined benefit plan (funded). The present value of the obligation is determined by the LIC based on actuarial valuation using the Projected Unit Credit Method. The estimates of future salary increases, considered in a actuarial valuation, takes account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Particulars 2014-15 2013-14 Employer’s Contribution to Provident Fund 15,87,376 10,79,664 Employer’s Contribution to Superannuation Fund 3,00,000 3,00,000 Total 18,87,376 13,79,664

25.2.1. Actuarial Assumptions: 2014-15 2013-14 Discount Rate (per annum) 8% 8%

Salary Escalation (per annum) 4% 4%

Page 87

Mortality table (LIC) 1994-96 (ultimate) 1994-96 (ultimate)

25.2.2. Reconciliation of opening and closing balances of the Present Value of Obligation:

2014-15 2013-14

Present value of the Obligation as at the beginning of year

41,61,798 30,73,236

Interest Cost 3,32,943 2,45,859 Current Service Cost 9,78,200 4,83,445 Benefits Paid Nil Nil Actuarial (gain) /Loss on Obligations (13,39,365) 38,877 Present value of the Obligation as at end of the year

41,33,576 38,41,417

25.2.3 Reconciliation of opening and closing balances of the Fair Value of Plan Assets:

2014-15 2013-14

Fair value of Plan Assets as at the beginning of the year

53,19,036 41,07,338

Expected Return on Plan Assets 4,90,067 2,77,245 Contributions 4,43,283 Nil Benefits Paid Nil Nil Actuarial (gain) /Loss on Plan Assets Nil Nil Fair value of Plan Assets as at end of the year 62,52,387 43,84,583

25.2.4. Reconciliation of opening and closing balances of the Fair Value of Plan Assets:

2014-15 2013-14

Fair value of Plan Assets as at beginning of the year

53,19,036 41,07,338

Actual Return on Plan Assets 4,90,067 2,77,245 Contributions 4,43,283 Nil Benefits Paid Nil Nil Fair value of Plan Assets as at the end of year 62,52,387 43,84,583 Funded Status 21,18,811 5,43,166 Excess of Actual over Estimated return on plan assets -(Actual rate of Return = Estimated rate of return as ARD falls on 31st March)

Nil Nil

25.2.5. Actuarial Gain / Loss recognized: 2014-15 2013-14 Actuarial (Gain)/Loss on Obligations (13,39,365) 38,877 Actuarial (Gain)/Loss for the year - plan assets Nil Nil Total (Gain)/Loss on Obligations (13,39,365) 38,877 Actuarial (Gain)/Loss Recognized in the Year (13,39,365) 38,877

Page 88

25.2.6. Expenses Recognized in Statement of Income & Expenditure:

2014-15 2013-14

Current Service Cost 9,78,200 4,83,445 Interest Cost 3,32,943 2,45,859 Expected Return on Plan Assets (4,90,067) (2,77,245) Net Actuarial (gain)/ loss recognized in the year (13,39,365) 38,877 Expenses recognized in Income & Expenditure A/c

(5,18,289) 4,90,936

26. The particulars of Operating Leases in terms of Accounting Standard AS -19 relating to ”Leases” as lessor are as under:

a) Future minimum lease payments under non-cancellable operating leases :-

Particulars 2014-15 Rupees

2013-14 Rupees

Rent for Office Premises

Not later than one year 74,53,59,107 55,67,26,609

Later than one year but not later than five years 1,40,80,40,388 148,18,64,886

Later than five years 7,65,72,262 40,06,85,846

b) Balance of Building given on lease as at 31st March, 2015 is as follows:

Particulars Rupees Gross Block Not ascertained Accumulated Depreciation Not ascertained Accumulated impairment losses Nil

c) Total contingent rent recognized as income in the statement of profit and loss for the

year: Nil

25.2.7. Experience history

2014-15 2013-14 2012-13 2011-12 2010-11

Present value of the Obligation

41,33,576 38,41,417 30,73,236 30,20,666 24,99,506

Plan Assets 62,52,387 43,84,583 41,07,338 40,31,552 30,93,606 (Surplus)/deficit (21,18,811) (5,43,166) (10,34,102) (10,10,886) (5,94,100) Actuarial (gain)/loss on obligations

(13,39,365) 3,88,77 1,92,715 1,58,538 3,37,339

Actuarial (gain)/loss on plan assets

Nil Nil Nil Nil Nil

Page 89

d) General description of significant leasing arrangements: It is not possible to give

general description of leasing arrangements since the Bourse has entered into too many agreements.

27. Disclosure requirement of Accounting Standard AS 17 “Segment Reporting”, Accounting Standard AS 18 “Related Party Disclosures” and Accounting Standard AS 20 “Earnings Per share” as prescribed in Section 133 of Companies Act, 2013 are not applicable in case of the Bourse. 28. On receiving the Order of the Collector, Bombay Suburban District for excavation of Bandra-Kurla plot, royalty of Rs.20,35,530 (2013-14: Rs.20,35,530) was paid. As per the Additional Commissioner’s Order, the excavation was neither unauthorized nor did it attract the provisions of Maharashtra Land Revenue Code (MLRC), 1996. Hence, Rs.20,35,530 (2012-13: Rs.20,35,530) paid by the Bourse was on its own volition and is considered recoverable. Hence, the Bourse has made a written petition to the Revenue Ministry for refund of the said royalty and the same is pending. A provision has been made in the accounts in respect of the said sum of Rs.20,35,530 (2013-14: Rs.20,35,530) pending the disposal of this petition. 29. Common Area Maintenance (CAM) & property tax bills raised by the Bourse have not been accepted / acknowledged by certain Members / Provisional allottees. Hence, such unaccepted / unacknowledged CAM of Rs.87,97,698 (2013-2014: Rs. 99,83,260) and Interest of Rs.70,07,730 (2013-2014: Rs. 52,83,591) for delayed / non-payment thereof have been recognized and provision is made in the accounts. The same will be considered when accepted /received. Income relating to CAM, property tax and interest unrecognized in previous years amounting to Rs.34,57,334 (2013–2014: Rs. 1,14,76,764) have been recognised as Income during the year on acceptance / receipt thereof. 30. The registration of the Bourse under Section 12A of the Income Tax Act, 1961 as a “Charitable Trust / Institution” has been cancelled with effect from Assessment Year 2009-2010 and the appeal preferred by the Bourse in this behalf is pending before the Income Tax Appellate Tribunal. 31. Sundry Creditors, Other Liabilities, Security Deposit and Loans & Advances include various suppliers/contractors/allottees/ licensees to whom letters seeking confirmation of accounts have been sent. The Bourse has received confirmations from few of the suppliers/contractors/allottees. In cases where confirmation of account has not been received from the suppliers/ contractors/ allottees/licensees, balances have been taken as per the books of account. The Bourse does not expect any material discrepancies in the same and necessary entries, if any, will be passed in the books of account in the year in which these accounts are reconciled. 32. The figures in respect of the previous year have been re-classified / re-arranged / Re-grouped to correspond with the current year and make them comparable. Signatures to Notes ‘1’ to ‘32’

Page 90

FOR BHARAT DIAMOND BOURSE Managing Committee Members: For and on behalf of CNK & Associates LLP Shri Anoop V. Mehta Chartered Accountants Shri Jasvant A. Parikh Firm registration Number: 101961W Shri Kiran Gandhi Shri Arun C. Shah Shri Jitendra K. Bhansali Shri Mehul N. Shah H. V. Kishnadwala Shri Prakash C. Shah Partner Shri Milan K. Parikh Membership Number: 37391 Shri Pruthviraj C. Shah Shri Chirag D. Lakhi Shri Kirit A. Bhansali Shri Zukov Shah Shri Naresh Mehta Shri Amitkumar S Shah Shri Mahesh Vaghani Shri Atul Kothari Shri Rusell Mehta Shri Vinod Shah Smt. Charulata Jhaveri Shri Paresh Mehta Mr. Arjun Soni –Company Secretary Place: Mumbai Date: August 10, 2015

Page 91

Form No. MGT 11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN: U51398MH1984NPL033787 Name of the Company: BHARAT DIAMOND BOURSE Registered office: G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400051

Name of the Member (s) : Registered address: E-mail Id : Folio No/Client ID: DP ID:

I/We being the member (s) of …………. shares of the above named Company, hereby appoint

Sr. no Name Address E-mail Id Signature

1

2

3

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 31st Annual general meeting of the company, to be held on the 28th day of September, 2015 at 3.00 p.m. at Saraswati Sabhagrah of Dinesh Mody Numismatic Museum, Saroj Sadan, University Campus, Kalina, Santacruz (East), Mumbai-400098 and at any adjournment thereof in respect of such resolutions as are indicated below : Resolution No. 1. To consider the audited Financial Statements as at 31st March, 2015 and the Reports of the Managing Committee Members’ and Auditor’s thereon. 2. To appoint Managing Committee Members in place of those who are retiring by rotation. 3. Appointment of M/s. CNK & Associates LLP (Firm Registration No. 101961W) as the Statutory Auditors of the Company. 4. Regularization of Ms. Charulata Shantilal Jhaveri (DIN: 00484659) as Director of the Company. 5. To Consider ban on Lab grown / synthetic / man made diamonds in BDB complex. Signed this …… day of ………, 2015 Signature of shareholder Signature of Proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting

Affix

Revenue

Stamp

Page 92

(To be printed on the letter head of the Company)

Attendance Slip

Registered Folio / DP ID & Client ID Name Address of Shareholder No. of Shares held

I/We hereby record my/our presence at the 31st Annual General Meeting of the Company at Saraswati Sabhagrah of Dinesh Mody Numismatic Museum, Saroj Sadan, University Campus, Kalina, Santacruz (East), Mumbai-400098 on Monday, the 28th of September, 2015 at 03.00 p.m.

Signature of Shareholder / Proxy Present…………………………………………………………..

Note: 1.

1. You are requested to sign and hand this over at the entrance.

2. If you are attending the meeting in person or by proxy please bring copy of notice and annual

report for reference at the meeting.

Page 93

ROUTE MAP TO THE VENUE OF AGM

Page 94

Hon’ble Smt. Nirmala Sitharaman, Minister of State (Independent Charge) for Commerce & Industries and Minister of State for Finance & Corporate Affairs, Government of India visited BDB on 6 October 2014

On 8th October 2014 an interactive session with Hon’ble Shri. Ravi Shankar Prasad, Minister for

Law & Justice and Hon’ble Shri. Purushottambhai K. Rupala, Vice President Western Region

was arranged at the MDMA Hall

To strengthen trade relations with the

United States, a meeting was organised

with Mr. Charles Rivkin, Assistant

Secretary, U.S. Government on 15 Nov

2014