Corporate Informa on. Chief Financial Officer Mr. Ashok Prakash Sahni. Company Secretary Mr. Mukund Chandak

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5 Statutory Reports Standalone Financials Consolidated Financials 1 Corporate Informa on BOARD OF DIRECTORS Mr. Nillesh Parrekh - Chairman Mr. Umesh Parekh - Managing Director Mr. Paban Singh Ingty Mr. Dwarka Prasad Mathur Mr. Raj Mohan Choubey Mr. Lokesh Kumar Chief Financial Officer Mr. Ashok Prakash Sahni Company Secretary Mr. Mukund Chandak BOARD COMMITTEES Audit Commi ee Mr. Raj Mohan Choubey - Chairman Mr. Paban Singh Ingty Mr. Dwarka Prasad Mathur Stakeholder Rela onship Commi ee Mr. Paban Singh Ingty - Chairman Mr. Dwarka Prasad Mathur Mr. Raj Mohan Choubey Nomina on & Remunera on Commi ee Mr. Paban Singh Ingty - Chairman Mr. Dwarka Prasad Mathur Mr. Raj Mohan Choubey Allotment Commi ee Mr. Umesh Parekh - Chairman Mr. Paban Singh Ingty Mr. Dwarka Prasad Mathur Corporate Social Responsibility Commi ee (CSR) Mr. Paban Singh Ingty - Chairman Mr. Nillesh Parrekh Mr. Umesh Parekh Auditors M/s. Chaturvedi & Partners Chartered Accountants 1/1, Meredith Street Kolkata BANKERS & FINANCIERS Allahabad Bank Axis Bank Bank of Baroda Bank of India Bank of Maharashtra Central Bank of India Corpora on Bank Dena Bank Dhanlaxmi Bank EXIM Bank IDBI Bank Indian Overseas Bank Karnataka Bank Lakshmi Vilas Bank Punjab Na onal Bank Sicom Limited State Bank of Bikaner & Jaipur State Bank of Hyderabad State Bank of India State Bank of Mysore State Bank of Pa ala State Bank of Travancore Syndicate Bank The South Indian Bank Limited UCO Bank United Bank of India OFFICES Registered Office 413 Vardaan Market 25A Camac Street Kolkata Ph: Fax: ID: investors@sgjhl.com Website: CIN : L36911WB2002PLC Corporate Office Avani Signature, Block A/1 Park Street Kolkata Ph: Fax: Factories 1. Manikanchan SEZ Sector V, Saltlake, Kolkata Mouza Domjur Sasthitala, Dist. Howrah /1/14, Mondalpara Lane Mondalpara, Kolkata

6 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 2 Management Discussion and Analysis GLOBAL ECONOMIC REVIEW The global economy has been grappling with the impact of the financial crisis and global recession since The US, Euro zone countries and Japan were hard hit. However, there have been posi ve signs of quicker recovery in these economies. Unlike past global recessions, economies are recovering at three mes the speeds in Countries such as the United States and Japan appear to be on the path to growth. However, countries in the Euro Area are s ll not fully on the road to recovery. Emerging and developing economies appear to be growing at a fairly robust pace. Global economic outlook projec ons World Output Advanced Economies United States Euro Area (0.7) (0.5) France Italy Spain (1.6) (1.2) Japan United Kingdom Canada Other Advanced Economies Emerging Market and Developing Economies Commonwealth of Independent States Russia Excluding Russia Emerging and Developing Asia China India (Source: IMF, World Economic Outlook, April 2014) Indian economic review India con nued to struggle with the stagfla on-type situa on throughout While on one hand, it con nued to witness a sub-5% growth rate, quarter over quarter, the price infla on occasionally breached double digit mark throughout the year. The fiscal deficit, slowdown in the manufacturing output, high expenditure on subsidies and subdued tax revenues slowed resulted in a submissive economic growth rate of 4.7% (Source: Economic Survey ). Global jewellery industry The gold market became polarised in 2013 as 21% growth in demand from consumers and value-seeking investors contrasted with large-scale ou lows from ETFs. The year witnessed the largest volume increase in annual jewellery demand since 1997 owing to an all- me high demand for jewellery, bar and coin. Chinese consumers set a new annual record, while India was resilient in the face of import restric ons. The sharp fall in the gold price in the second quarter elicited a strong and swi response from consumers in Asia and the Middle East, an effect that extended out to western markets in the final quarter of the year.

7 Statutory Reports Standalone Financials Consolidated Financials 3 Global demand Tonnes * 5 years average 2013 vs 2012 % change US $mn * 5 years average 2013 vs 2012 % change Jewellery 1, , , , ,248 87,617 (1) Technology ,861 18,836 18, Investment 1, ,410.5 (51) 84,144 35,085 62,462 (58) Total bar and coin demand 1, , , ,169 75,049 58,686 9 ETTs and similar products (880.8) ,975 (39,904) 3,770 Central bank net purchases (32) 29,193 16,724 14,198 (43) Gold demand 4, , ,104.3 (15) 236, , ,113 (28) (Source: LBMA, Thomson Reuters GFMS, World Gold Council) In 2013, gold jewellery value was almost 0.14% of global GDP as compared 0.08% ten years back. Significantly, jewellery s share of global GDP in 2013 was one fi h higher than 1997, which was the peak year for gold jewellery demand in tonnage (3,293.9t). Hence, the growth in the value of gold demand has outpaced the growth of global GDP since 1997 the peak year for volume demand. % share of GDP Jewellery value as a % share of global GDP 20% Increase (Source: Thomson Reuters GFMS, IMF WEO)

8 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 4 Tonnes Annual jewellery demand in tonnes and value US$bn 3, , , , , (Source: LBMA, Thomson Reuters GFMS, World Gold Council) 0 China The Chinese demand for gold set a new high of 1,065.8t, highligh ng the consumer strength. While some slowdown naturally followed such a powerful surge, demand picked up again throughout the fourth quarter as a en on turned to the Chinese New Year, a tradi onal occasion for gi -giving. The impact of higher demand has further marked a significant growth in both manufacturing and retail network capacity. Middle East China s growth pa ern was replicated across the other Asian and Middle Eastern markets. The strength of demand in the preceding quarters, combined with a levelling of price expecta ons, caused demand to tail off in October before a fresh surge of growth in December. Turkey also witnessed the same demand pa ern. The factors driving demand in that market were slightly different. Moreover, strike at the mint between July and September led to a shortage of coins in the market, benefi ng the jewellery demand. However, the reverse effect was seen during the fourth quarter owing to the resump on of coin min ng. This led the consumers sa sfy their demand for gold coins, to some degree at the expense of jewellery. Japan Japan proved to be the excep on to the regional trend as growth in jewellery demand was concentrated in the second half of the year. This was partly a result of a more encouraging economic environment, with the consequent boost to consumer sen ment and partly a func on of the looming increase in domes c sales tax (from 5% to 8%) from April The prospect of the higher sales tax has encouraged consumers to make pre-emp ve purchases, where possible, to avoid paying the higher rate. USA and UK A er a sluggish first half, demand among US and UK consumers accelerated in the second half of the year. There has been an increase in customer spending and notable increase in sales of more expensive pieces and diamond jewellery. However, Italy witnessed low demand owing to low consumer sen ment. The uncertain economic and poli cal environment adversely affected disposable incomes. The annual year-on-year contrac on in jewellery demand was below 10% for the first me since India The demand in India is segmented into consump on and investment. Unlike most other countries, investment demand for gold is important in India and accounts for about 45% of total market demand. Around 57% of the investment demand comes from

9 Statutory Reports Standalone Financials Consolidated Financials 5 bars and coins, while the rest comes from jewellery. While the volume demand for gold as jewellery has remained more or less constant over 2005 to 2013, the volume demand for gold bars and coins have grown at a CAGR of around 13% in the same period. The historical jewellery demand in value terms has always been highly correlated to GDP/capita and not as much to other consump on drivers like private final consump on, expenditure, gross domes c savings and number of high-income households. Hence, it is irrespec ve of the price, individuals tend to buy based on the total price of a piece of jewellery and propor onately reduce the (grammage, carats) they purchase. Considering the demand based on expected GDP/capita trend, the domes c gems and jewellery consump on demand will poten ally reach a size of ` 5,00,000 ` 5,35,000 Crores by Outlook of jewellery consump on demand E E (Sources: World Gold Council, GFMS, Industry interviews, A.T. Kearney analysis) 74% 100% FDI under the automatic route for exploration and mining of diamonds and precious stones. FDI for for exploration and mining of gold and silver and minerals other than diamonds and precious stones, metallurgy and processing, among others.

10 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 6 RETAIL JEWELLERY INDUSTRY About 80% of the jewellery market consists of local and regional players who have, at best, just a few stores. The retail jewellery industry has experienced an exponen al growth with retail development taking place in major ci es and metros. The consumers have increasingly preferred be er quality of gold and are thus switching to branded jewellery. This has led to a growing presence of organised retail players. Today, organised segment cons tutes 8% of the total retail market and is expected to grow at a higher pace in the coming years. OUTLOOK Indian Gold jewellery demand is likely to witness consistent growth in the coming years which would be largely driven by cultural underpinnings in India, evolving lifestyle, an cipated recovery in economic condi ons and expected improvement in demand from er 2/ er 3 and rural markets. According to ICRA, the domes c gold jewellery industry is expected to record robust growth of ~15% over the medium to long term owing to growing penetra on of the organized sector. Government s ini a ves towards financial inclusion and introduc on of other financial products with returns linked to gold prices to reduce Imports/investment in idle gold might impact jewellery volumes, gold s cultural value, its role as an infla on hedge, and investment characteris cs would con nue to support jewellery demand largely mi ga ng the threat from subs tutes. HUMAN RESOURCES Sound human resource prac ces have been followed which is aligned with Company s philosophy. As a result, the organisa on is now considered among the most professionally managed companies. Stringent employee training policies ensures proper skill management. Regular team reviews further enables the Company to iden fy the gaps and take appropriate steps to address the same. Sincere efforts from the Company have resulted in vibrant work culture with growth-oriented mindset. INTERNAL CONTROL SYSTEMS The Company has an adequate system of internal controls to safeguard and protect from loss or unauthorised use of its assets. All transac ons are properly authorised, recorded and reported, besides adhering to Accoun ng Standards for properly maintaining books of accounts and repor ng financial statements. The Company has an Internal Audit department to review various areas of the opera ons with the reports thus generated reviewed periodically by the Management and the Audit Commi ee of the Board. CAUTIONARY STATEMENT Statements in this report pertaining to the Company s objec ves, projec ons, es mates, excep ons and predic ons are forward-looking statements subject to the applicable laws and regula ons. These statements may be subject to certain risks and uncertain es. The Company s opera ons are affected by many external and internal factors which are beyond the control of the management. Therefore, the actual posi on may differ from those expressed or implied. The Company assumes no obliga on to amend or update forward-looking statements in future on the basis of new informa on, subsequent developments or otherwise.

11 Statutory Reports Standalone Financials Consolidated Financials Directors' Report 7 Dear Shareholders, Your Directors have pleasure in presen ng the Twel h annual report of the Company, together with the audited statement of accounts for the year ended 31st March FINANCIAL RESULTS (` in lacs) For the year ended 31st March Revenue from Opera on 983, , Other Incomes , Total revenue 983, , Profit before interest, deprecia on, and tax (86,111.63) 48, Less: Deprecia on/amor za on 2, , Less: Interest and finance charge (Net) 28, , Profit before tax (117,181.84) 25, Provision for taxes (39,994.82) Profit a er tax (77,187.02) 25, DIVIDEND In view of the loss for the current financial year, your Directors regret their inability to recommend any dividend for the year ended 31st March OPERATIONS The Company s revenue from opera on were ` 983, lacs for the year ended 31st March 2014 as compared with ` 922, lacs for the previous year. During the year under review, your Company had entered into a bullion transac on. However, due to some regulatory issues, your Company was unable to execute the transac on and had to rescind the contract resul ng into huge losses. Also, your Company suffered loss in the merchan ng transac on due to slump in market condi ons. As a result, your Company registered a loss a er tax of ` 77, lacs for the year ended 31st March Due to losses, your Company was unable to service its debts in me and approached its lenders for restructuring of the debts. Your Company has filed request under Corporate Debt Restructuring (CDR) mechanism. State Bank of India (SBI), the Lead Bank of the consor um of lenders has submi ed the Flash Report of the Company along with other documents with the CDR cell for admi ance before the Corporate Debt Restructuring - Empowered Group (CDR EG). 4. SUBSIDIARY COMPANIES The Statement of the holding Company s interest in subsidiary companies, namely, Easy Fit Jewellery Limited, Gaja Retail Private Limited, Sumit Jewels Private Limited, Gaja Finance Private Limited, Gaja Fincorp Private Limited, Alex Mercury Power Private Limited, Shree Ganesh Jewellery House FZE, Shree Ganesh Jewellery House (Singapore) Pte Ltd. and Shree Ganesh Jewellery House (Ghana) Limited and in its step down subsidiaries namely Shree Ganesh Jewellery House DMCC, Shirdi Commodi es Private Limited, Shirdi Commosale Private Limited, Kamalraj Merchandise Private Limited and Chaturbhuj Vyapaar Private Limited as specified in sub-sec on (3) of Sec on 212 of the Companies Act, 1956 is a ached to the report and accounts of the Company. 5. HUMAN RESOURCES The Company has always a ached maximum importance for development of human resource, the vital asset responsible for con nued success of the Company. The Company is con nuously renewing and upda ng the knowledge and skill of its employees at all levels through training and development. Our relentless effort to improve the performance of our employees by sharpening and honing their knowledge, skill and most importantly a tude con nues to receive high priority. As on 31st March 2014, your Company had 102 employees on its rolls. The Company con nues to focus on recruitment and reten on, giving priority to meritocracy and ensuring that performance is recognised and subsequently rewarded in an appropriate manner.

12 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 8 Your Company wishes to put on record its deep apprecia on for the co-opera on and efforts of its employees for the be erment of the organisa on. 6. LISTING OF EQUITY SHARES Your Company s equity shares are listed on Na onal Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) and annual lis ng fee for the current financial year to both these exchanges has been paid by the Company. 7. CORPORATE SOCIAL RESPONSIBILITY (CSR) Subsequent to the year under review the Board of Directors at its mee ng held on 30th May, 2014 has cons tuted Corporate Social Responsibility (CSR) Commi ee in accordance with Sec on 135 of Companies Act, 2013 read with rules formulated therein. 8. VIGIL MECHANISM/WHISTLE BLOWER POLICY Pursuant to the SEBI s Circular dated 17th April 2014, all listed companies shall establish a Vigil Mechanism/Whistle Blower Policy with effect from 1st October, Hence, the Board of Directors in compliance with such amendments to be made in Lis ng Agreement has adopted the policy at its mee ng held on 30th May, CODE OF CONDUCT In accordance with Sec on 149(8) of the Companies Act, 2013 and as per the requirements of SEBI Circular dated 17th April, 2014 for amendment to Equity Lis ng Agreement (which is effec ve from 1st October, 2014), the Board has adopted a separate Code of Conduct for Independent Directors as per Schedule IV of Companies Act 2013 at its mee ng held on 30th May, DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirements of sec on 217(2AA) of the Companies Act, 1956, it is hereby confirmed : i) That in the prepara on of the annual accounts, applicable accoun ng standards have been followed along with proper explana on rela ng to material departures; ii) That the Directors have selected such accoun ng policies and applied them consistently, and made reasonable and prudent judgments and es mates so as to give a true and fair view of the Company s state of affairs at the end of the financial year, and of the profit or loss of the Company for the period under review; iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accoun ng records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preven ng and detec ng fraud and other irregulari es; iv) That the Directors have prepared the annual accounts for the period ended 31st March 2014 on a going concern basis. 11. PARTICULARS OF EMPLOYEES Statement under Sec on 217(2A) of the Companies Act, 1956 read with the Companies (Par culars of Employees) Rules, 1975, as amended, is given in Annexure I to this report. 12. CONSERVATION OF ENERGY Informa on pursuant to Sec on 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Par culars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors Report for the financial year ended 31st March 2014 are given in Annexure II to this report. 13. FOREIGN EXCHANGE Your Company earned foreign exchange of ` 598, lacs from gold jewellery export and suitable steps have been taken for exploring the new markets in various countries. Foreign exchange outgo and earning details appear in Item no. 39 and 40 of Notes to Accounts for the year under review. 14. RELATED PARTY TRANSACTION A statement of related party transac ons pursuant to Accoun ng Standard 18 forms a part of this report.

13 Statutory Reports Standalone Financials Consolidated Financials RESPONSE TO QUALIFIED OPINION IN THE AUDITORS REPORT A) The Statutory Auditors in their report to the Members, have given qualified opinion and the response of your Directors with respect to them are as follows: Response to point no. (i) - Fixed Deposit amoun ng of ` 2, Lacs was pledged with Axis Bank against cash credit limit sanc oned by the bank. On the maturity of the fixed deposit, it was adjusted with the cash credit balance in the Company s books. However, at the Bank s end the matured amount was not adjusted in the cash credit account but was transferred to a separate account of the bank. Your Company has taken up the ma er with the bank and has requested for adjustment of the matured fixed deposit with cash credit limit as per the sanc on terms. Response to point no. (ii) - Cash credit balance of Dhanalakshmi Bank as per Company s books was ` 1, Lacs and as per bank confirma on was ` 1, Lacs as the Bank had charged an excess amount of ` lacs. Your Company has taken up the ma er with the Bank and has also contested the excess amount claimed by the Bank in the Hon ble High Court at Calcu a. B) The Statutory Auditors in their report to the Members, have stated a Emphasis of Ma er and the response of your Directors with respect to it is as follows: As explained in the Emphasis of Ma er itself, although company has suffered significant opera ng losses during the year and is facing financial crunch with its inability to meet the financial obliga ons, your Company has applied for Composite Corporate Debt Restructuring with the banks to mi gate the above. These facts have fully been disclosed in Note 31 of the Financial statements. 16. AUDITORS The auditors M/s Chaturvedi & Partners re re at the conclusion of the ensuing Annual General Mee ng and being eligible, offer themselves for re-appointment. 17. DIRECTORS During the year, Mr. Raj Mohan Choubey was appointed as addi onal Non-Execu ve & Independent director on the Board of the Company w.e.f. 27th November Mr. Lokesh Kumar was appointed by the Board of the Company as Nominee Director w.e.f. 29th January, 2014 as nominee of Export-Import Bank of India pursuant to the Loan documenta on entered into between EXIM Bank and the Company. Mr. Sharad Mohata and Mr. Sa sh Chandra Chaturvedi, directors of the Company resigned from the Board on 27th November, The Board places on record its deep apprecia on of the valuable services rendered during their tenure as Directors and for their contribu ons to the delibera on of the Board. Mr. Umesh Parekh, Managing Director re res by rota on and being eligible, offer himself for re-appointment. 18. ACKNOWLEDGEMENT Your Directors take this opportunity to offer their thanks and deep sense of gra tude for the coopera on and support received from the government authori es, financial ins tu on/banks, customers, vendors, shareholders and the society at large. We would also like to place on record, our sincere apprecia on for the total commitment, dedica on, contribu on and hard work of employees across all levels. The credit for the Company s achievement goes to them. We are deeply grateful to our shareholders for the confidence and faith reposed on us. Your Company looks forward to their con nued co-opera on in realisa on of the corporate goals in the years ahead. For and on behalf of the Board of Directors Kolkata, 30th May 2014 Nillesh Parrekh Chairman

14 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 10 Annexure to the Directors' Report Annexure I to the Directors Report pursuant to Sec on 217(2A) of the Companies Act, 1956 for the year ended 31st March 2014: A. Employed and in receipt of remunera on aggrega ng ` 6,000,000 or more : NIL B. Employed for a part of the year and in receipt of remunera on aggrega ng ` 500,000 or more per month : NIL Annexure II to the Directors Report pursuant to Sec on 217(1)(e) of the Companies Act, 1956 for the year ended 31st March 2014: FORM A Disclosure of par culars with respect to conserva on of energy The Company is not covered by the Schedule of Industries which is required to furnish informa on in Form A. FORM B Disclosure of par culars with respect to technology absorp on I. Research and development - Your Company has one of the finest R&D units in the industry. The R&D team of the Company comprises some of the finest designers and senior cra sman. The Company has been instrumental in developing and introducing several widely acclaimed jewellery designs. II. Technology absorp on, adapta on and innova on - The Company does not employ any foreign technology which needs absorp on or adapta on. FORM C Disclosure with respect to foreign exchange earnings and outgo I. Total foreign exchange earned ` 598, lacs. II. Total foreign exchange used ` 922, lacs. The Company is engaged in export of gold jewellery, plain or studded with precious and semi-precious stones. The company is taking steps to increase its product por olio to increase its exports in the places like Singapore, Hongkong, UAE. At the same me, new markets in various countries are being tested so that new exports markets can be developed for the products of the Company. Taking the above steps into account, the Company plans to increase its exports.

15 Statutory Reports Standalone Financials Consolidated Financials Corporate Governance Report 11 I. SHREE GANESH JEWELLERY HOUSE (I) LIMITED (SGJHL) S PHILOSOPHY ON CODE OF GOVERNANCE Corporate Governance deals with laws, procedures, prac ces and implicit rules that determine a Company s ability to take informed managerial decisions vis-a-vis its claimants in par cular, its shareholders, creditors, customers, the State and employees. There is a global consensus about the objec ve of good Corporate Governance maximising long-term shareholders value. Thus, Corporate Governance is a reflec on of a Company s culture, policies, its rela onship with the stakeholders and its commitment to values. We, at Shree Ganesh, believe that sound Corporate Governance is cri cal to enhance and retain investor trust. Accordingly, we always seek to ensure that we a ain our performance rules with integrity. Our Corporate Governance philosophy is based on the following principles : Corporate Governance standards should be complied with in le er as well as spirit. Maintain absolute transparency and adequate disclosure prac ces. Individual preferences and convenience should be subordinate to Corporate conveniences. Communicate externally in a truthful manner about how your Company is run internally. Compliance with the laws in which the Company operates. Simple and transparent corporate disclosure driven solely by business needs. Management is the Trustee of the Shareholders fund and not the owner. Your Company understands that the customer is the purpose of our business and every customer is an important stakeholder of the Company, performing ethically and efficiently to generate long term value and wealth for all its stakeholders. The Company complies with Corporate Governance Code as has been enshrined in the clause 49 of the Lis ng Agreement. II. BOARD OF DIRECTORS The Board plays a pivotal role in ensuring good governance. The Board s role, func ons, responsibility and accountability are clearly defined. The members of our Board are from diverse background with skills and experience in cri cal areas. The Board of Directors is the apex body that governs the overall func oning of the Company. The Board provides and evaluates the strategic direc on of the Company, management policies and their effec veness and ensures that the longterm interests of shareholders are being served. The Chairman and the Managing Director are assisted by the CFO/senior managerial personnel in overseeing func onal ma ers of the Company. The Composi on of the Board of directors is in conformity with Clause 49 of the Lis ng Agreement with the stock exchange(s). The Company s Board consists of Six (6) members which comprise of: Two Promoter Execu ve Directors. Three Non-Execu ve Independent Directors. One Nominee Director of Export-Import Bank of India (EXIM). None of the Directors on the Board is a member of more than 10 Commi ees or Chairman of more than 5 Commi ees across all the Companies in which he is a Director. Board Mee ngs held during the financial year ended 31st March, 2014 Board holds periodic mee ngs to review and discuss performance of the Company, its future plans, strategies and other per nent items rela ng to the Company. During the Financial Year Ended 31st March, 2014, 06 (Six) Board Mee ngs were held on 12th April 2013, 27th May 2013, 27th June 2013, 12th August 2013, 27th November 2013 and 13th February The last AGM was held on 6th September The composi on of Board of Directors, their a endance at the Board Mee ngs during the year and at last Annual General Mee ng as also number of Directorships and Chairmanships/Memberships of Commi ees of each director held in other companies as at 31st March, 2014 is :

16 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 12 Sl. No. Directors 1 Mr. Nillesh Parrekh DIN: Mr. Umesh Parekh DIN: Mr. Sharad Mohata # DIN: Mr. Sa sh Chandra Chaturvedi# DIN: Mr. Paban Singh Ingty DIN: Mr. Dwarka Prasad Mathur DIN: Mr. Raj Mohan Choubey## DIN: Mr. Lokesh Kumar ### DIN: No. of Board Mee ngs A ended A endance at AGM No. of other Directorships Held* No. of other Memberships/ Chairmanships in Commi ees** Category 05 Present 1 Nil Promoter & Execu ve Chairman (Whole Time Director) 05 Absent 1 Nil Promoter & Execu ve (Managing Director) 02 Absent Nil Nil Non-Execu ve 04 Present Nil Nil Non-Execu ve Independent 06 Present 1 Nil Non-Execu ve Independent 06 Present Nil Nil Non-Execu ve Independent Non-Execu ve Independent 01-1 Nil Nominee of Export-Import Bank of India * Other Directorship does not include alternate directorship, directorship of private companies, Sec on 25 companies and of other companies incorporated outside India. ** Includes the Membership/Chairmanship of only Audit commi ee, and Share holders/investor Grievance Commi ee. # Mr. Sharad Mohata and Mr. Sa sh Chandra Chaturvedi resigned with effect from 27th November ## Mr. Raj Mohan Choubey appointed with effect from 27th November ### Mr. Lokesh Kumar appointed with effect from 29th January Directors at Sl. no. 1 & 2 are related to each other. Other than this, none of the other Directors are in any way related to any other Director as per Sec on 6 of the Companies Act, Informa on placed before Board of Directors The Company has complied with Clause 49 of the Lis ng Agreement with regard to informa on being placed before the Board of Directors. The following items are generally tabled for informa on and review of the Board: Annual opera ng plans and budgets and any updates. Capital budgets and any updates. Quarterly results for the company and its opera ng divisions or business segments. Minutes of mee ngs of audit commi ee and other commi ees of the board. The informa on on recruitment and remunera on of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

17 Statutory Reports Standalone Financials Consolidated Financials 13 Show cause, demand, prosecu on no ces and penalty no ces, which are materially important Fatal or serious accidents, dangerous occurrences, any material effluent or pollu on problems. Any material default in financial obliga ons to and by the Company, or substan al non payment for goods sold by the company. Any issue, which involves possible public or product liability claims of substan al nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have nega ve implica ons on the Company. Details of any joint venture or collabora on agreement. Transac ons that involve substan al payment towards goodwill, brand equity, or intellectual property. Significant labour problems and their proposed solu ons. Any significant development in Human Resources/Industrial Rela ons front like signing of wage agreement, implementa on of Voluntary Re rement Scheme etc. Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material. Non-compliance of any regulatory, statutory or lis ng requirements and shareholders service such as non-payment of dividend, delay in share transfer etc. The Board is presented with all informa on under the above heads whenever applicable and materially significant. These are submi ed either as a part of the agenda papers well in advance of the Board mee ngs, or are tabled in the course of the Board mee ngs or mee ngs of the relevant commi ees. Func onal heads are also called to provide addi onal inputs to the items being discussed by the Board/Commi ee as and when required. Resolu on Passed By Circula on During the financial year , Company has passed a resolu on by circula on on 5th June Code of Conduct In Compliance of the Clause 49, to emphasize the importance of ethical behavior and for protec on of all stakeholders interest, Code of Conduct for Directors and Senior Management laid down by the Board of Directors is posted on the Company s website. The Code of Conduct has been adopted by the Directors. Managing Director s cer ficate of compliance of the Code of Conduct by the Directors and Senior Management is appended. Code of Conduct for Prohibi on of Insider Trading In accordance with the SEBI (Prohibi on of Insider Trading) Regula ons, 1992 the Board has approved and adopted a code of conduct governing all the directors, senior management and other employees at all loca ons of the Company, Mr. Mukund Chandak, Company Secretary has been appointed as the Compliance Officer in respect of compliance of the Code. BOARD COMMITTEE III. AUDIT COMMITTEE The Audit Commi ee of the Company comprises of Mr. Raj Mohan Choubey, Mr. Paban Singh Ingty and Mr. Dwarka Prasad Mathur, all Independent Directors. Mr. Raj Mohan Choubey is the Chairman of the Audit Commi ee. Mr. Mukund Chandak, Company Secretary acts as the Secretary to the Commi ee. The role and du es of the Audit Commi ee have been defined by the Board of Directors under Sec on 292A of the Companies Act, 1956 and cover the areas men oned under Clause 49 of the Lis ng Agreement (as amended from me to me). The Commi ee was recons tuted during the year on 27th November 2013 to give effect to the cessa on of Mr. Sa sh Chandra Chaturvedi and Mr. Sharad Mohata from the membership of the commi ee and co-op on of Mr. Raj Mohan Choubey and

18 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 14 Mr. Dwarka Prasad Mathur as members of the commi ee. During the year Audit Commi ee met 4 mes on 27th May 2013, 12th August 2013, 21st November 2013 and 13th February The terms of reference of the Audit Commi ee includes the following: Oversight of the Company s financial repor ng process and disclosure of its financial informa on to ensure that the financial statements are correct, sufficient and credible; Recommenda on for appointment, remunera on and terms of appointment of auditors of the Company; Approval of payment to statutory auditors for any other services rendered by the statutory auditors; Reviewing, with the Management, the annual financial statements and auditor s report thereon before submission to the Board for approval, with par cular reference to: Ma ers required to be included in the Director s Responsibility Statement to be included in the Board s Report in terms of clause (c) of sub-sec on 3 of Sec on 134 of the Companies Act, Changes, if any, in accoun ng policies and prac ces and reasons for the same. Major accoun ng entries involving es mates based on the exercise of judgment by the management. Significant adjustments made in the financial statements arising out of audit findings. Compliance with lis ng and other legal requirements rela ng to financial statements. Disclosure of any related party transac ons. Qualifica ons in the dra audit report. Reviewing with the Management, quarterly financial statements before submission to the Board for approval; Reviewing with the Management, the statement of uses/applica on of funds raised through an issue (public issue, rights issue, preferen al issue, etc.), the statement of funds u lized for purposes other than those stated in the offer document/ prospectus/no ce and the report submi ed by the monitoring agency monitoring the u lisa on of proceeds of a public or rights issue, and making appropriate recommenda ons to the Board to take up steps in this ma er; Reviewing with the Management, performance of the statutory and internal auditors and adequacy of the internal control systems; Reviewing the adequacy of internal audit func on, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, repor ng structure coverage and frequency of internal audit; Discussion with the internal auditors of any significant findings and follow-up thereon; Reviewing the findings of any internal inves ga ons by the internal auditors into ma ers where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and repor ng the ma er to the Board; Discussions with the statutory auditors before the audit commences, about the nature and scope of the audit as well as post-audit discussions to ascertain any area of concern;. To look into the reasons for substan al defaults in the payment to depositors, debenture holders, members (in case of non-payment of declared dividends) and creditors; To review the func oning of the Whistle Blower Mechanism/Vigil Mechanism. Approval of appointment of CFO (i.e. the whole me Finance Director or any other person heading the finance func on or discharging that func on) a er assessing the qualifica ons, experience and background, etc of the candidate; Carrying out any other func ons as specified in the terms of reference, as amended from me to me.

19 Statutory Reports Standalone Financials Consolidated Financials 15 The a endance of members during these mee ngs are as follows : Name Mr. Sa sh Chandra Chaturvedi@ Present Present Present - Mr. Paban Singh Ingty Present Present Present Present Mr. Sharad Mohata@ Absent Absent Absent - Mr. Raj Mohan Present Mr. Dwarka Prasad Mathur@@ Ceased to be the members with effect from 27th November Became members with effect from 27th November Note: Mr. Dwarka Prasad Mathur has a ended the mee ngs held on , and as Invitee. All the mee ngs were also a ended by the Auditors (except last mee ng held on 13th February 2014) and the Company Secretary of the Company. The Company has complied with Clause 49 of the Lis ng Agreement with regard to role of Audit Commi ee and review of informa on by Audit Commi ee. IV. STAKEHOLDER RELATIONSHIP COMMITTEE (Formerly Known as Shareholder Grievance Commi ee) The Stakeholder Rela onship Commi ee comprises of Mr. Paban Singh Ingty, Mr. Dwarka Prasad Mathur and Mr. Raj Mohan Choubey all Independent Director and is headed by Mr. Paban Singh Ingty. Mr. Mukund Chandak, Company Secretary is the Compliance Officer. The Company cons tuted the Stakeholder Rela onship Commi ee to oversee the redressal of investors grievances. The Shareholder Grievance Commi ee was renamed as Stakeholder Rela onship Commi ee by the Board of Directors at its mee ng held on 27th November 2013 pursuant to Sec on 178(5) of the Companies Act, The Commi ee was recons tuted during the year on 27th November 2013 to give effect to the cessa on of Mr. Sa sh Chandra Chaturvedi and Mr. Sharad Mohata from the membership of the commi ee and co-op on of Mr. Raj Mohan Choubey and Mr. Dwarka Prasad Mathur as members of the commi ee. During the year the Commi ee met twice on 30th September, 2013 and 31st March, The a endance of the Members at the mee ng are as follows: Name Mr. Paban Singh Ingty Present Present Mr. Sa sh Chandra Chaturvedi@ Present - Mr. Sharad Mohata@ Absent - Mr. Dwarka Prasad Mathur@@ - Present Mr. Raj Mohan Choubey@@ - Ceased to be the members with effect from 27th November Became members with effect from 27th November In total 6 cases of Investors Grievances were received during year out of which 5 complaints are registered through SCORES pertaining to non-receipts of warrants/annual Reports/Non-receipts of cer ficate(s)/credit of share(s), which were duly redressed and no Investors Grievances was pending as at 31st March All valid requests for transfer of shares in physical mode received during the financial year ended 31st March 2014 have been acted upon by the Company and no such transfer is pending. ID for investor complaint/queries: investors@sgjhl.com.

20 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 16 V. NOMINATION & REMUNERATION COMMITTEE (Formerly known as Remunera on Commi ee) The Nomina on and Remunera on Commi ee comprises of Mr. Paban Singh Ingty, Mr. Dwarka Prasad Mathur and Mr. Raj Mohan Choubey, all Independent Directors and is headed by Mr. Paban Singh Ingty. Mr. Mukund Chandak, Company Secretary, acts as Secretary to the Commi ee. During the year under review there was no mee ng of the Remunera on Commi ee, as no revision in remunera on was considered. The Remunera on Commi ee was renamed as Nomina on & Remunera on Commi ee as per the requirement of the provisions of Sec on 178 of the Companies Act, 2013 by the Board of Directors at its mee ng held on 27th November The Commi ee was recons tuted during the year on 27th November 2013 to give effect to the cessa on of Mr. Sa sh Chandra Chaturvedi from the membership of the commi ee and co-op on of Mr. Raj Mohan Choubey as a member of the commi ee. The func ons of the Commi ee include To evaluate, review and recommend to the Board, the remunera on of the Execu ve Directors so as to be objec ve in determining the remunera on package while striking a balance between the interest of the Company and shareholders. Remunera on policy of the Company Remunera on policy of the Company is based on the need to a ract the best available talent and is in line with the prevailing trends in the industry. The remunera on policy is therefore market-led and aimed at leveraging the performance appropriately. There was no pecuniary rela onship or transac ons between the Company and the Independent Directors. The remunera on paid to Execu ve Directors are in terms of the provisions of the Companies Act, 1956, read with Schedule XIII thereof and the Non Execu ve Independent Directors and Nominee Director are paid Si ng Fees of ` 15,000/- for each mee ng of the Board a ended by them. The total amount of si ng fees paid during the year ended 31st March 2014 was ` 3.00 lacs. The Non- Execu ve Directors are also reimbursed expenses incurred for a ending the mee ngs. Remunera on/si ng Fees paid to Execu ve/non-execu ve Directors of the Company during the financial year ended 31st March 2014 and their shareholdings are detailed as under: Name of Directors Si ng Fees (` in Lacs) Salary & Perquisites (` in Lacs) Total No. of Shares held Mr. Nillesh Parrekh Nil ,557,200 Mr. Umesh Parekh Nil ,141,300 Mr. Sharad Mohata 0.30 Nil Nil Mr. Sa sh Chandra Chaturvedi 0.60 Nil Nil Mr. Paban Singh Ingty 0.90 Nil Nil Mr. Dwarka Prasad Mathur 0.90 Nil Nil Mr. Raj Mohan Choubey 0.15 Nil Nil Mr. Lokesh Kumar 0.15 Nil Nil VI. ALLOTMENT COMMITTEE The Allotment Commi ee was cons tuted on 12th August 2013 and comprises of Mr. Paban Singh Ingty, Mr. Sharad Mohata & Mr. Umesh Parekh as members of the commi ee. Mr. Umesh Parekh is the Chairman of the Commi ee and Mr. Mukund Chandak, Company Secretary, acts as Secretary to the Commi ee. The Commi ee was recons tuted during the year on 27th November 2013 to give effect to the cessa on of Mr. Sharad Mohata from the membership of the commi ee and co-op on of Mr. Dwarka Prasad Mathur as member of the commi ee. The Commi ee met once during the year on 22nd August 2013 which was a ended by all the members of the commi ee.

21 Statutory Reports Standalone Financials Consolidated Financials 17 VII. CEO & CFO CERTIFICATION As required by Clause 49 of the Lis ng Agreement the cer ficate by Managing Director and Chief Financial Officer of the Company is provided in this Annual Report. VIII. DETAILS OF DIRECTORS APPOINTED/RE-APPOINTED Details of directors being appointed/re-appointed in terms of sec on 152 of Companies Act 2013, have been disclosed in the no ce of the Annual General Mee ng, i.e. brief resume, nature of exper se in specific func onal areas, numbers of directorships and commi ee memberships and their shareholding in the company. IX. GENERAL BODY MEETINGS The last three Annual General Mee ngs were held as under: Year Venue Date Time No. of Special Resolu ons Passed 2011 Vidya Mandir, 1 Moira Street, Kolkata Vidya Mandir, 1 Moira Street, Kolkata Vidya Mandir, 1 Moira Street, Kolkata Details of the Special Resolu on passed, if any A.M. Nil A.M. 1 Pursuant to Sec on 163(1) and other applicable provisions, if any, of the Companies Act, 1956, to keep the register of members, index of members, the register and index of debenture holders and copies of all annual returns in the Corporate office of the Company A.M Nil - Resolu ons passed through Postal Ballots during the year are : 1) On 21st May 2013, a Special Resolu on under sec on 81 (1A) to issue equity shares on Preferen al Basis to Promoter and Promoter Group. 2) On 7th August 2013, a Special Resolu on under sec on 81 (1A) to issue equity shares on Preferen al Basis to Non- Promoter. 1) Special Resolu ons passed by way of postal ballot on 21st May 2013 The Board of Directors in its mee ng held on 12th April 2013 had appointed Mr. B. P. Dhanuka, Prac cing Company Secretary, to act as the Scru nizer for conduc ng the Postal Ballot. The postal ballot process was carried out as per the procedure laid down in terms of Sec on 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolu on by Postal Ballot) Rules, Mr. B. P. Dhanuka, had carried out the scru ny of all the postal ballot forms received upto the close of working hours on 18th May 2013 and submi ed his Report thereon on 20th May 2013 addressed to the Chairman of the Company. Based on the Scru nizer s Report, Mr. Nillesh Parrekh, Chairman, declared the result of the postal ballot at the corporate office of the Company on 21st May 2013 and subsequently adver sed in the newspaper. Results were in mated to the stock exchanges and were put on the no ce board of the Company as well as on the Company s website. 2) Special Resolu ons passed by way of postal ballot on 7th August 2013 The Board of Directors in its mee ng held on 27th June 2013 had appointed Mr. B. P. Dhanuka, Prac cing Company Secretary, to act as the Scru nizer for conduc ng the Postal Ballot. The Company had also offered e-vo ng facility to its members enabling

22 Shree Ganesh Jewellery House (I) Limited Annual Report (Formerly known as Shree Ganesh Jewellery House Ltd.) 18 them to cast their votes electronically. The Company has signed an agreement with the Central Depository Services (India) Limited (CDSL) to enable its members to cast their votes electronically pursuant to Clause 35B of the Lis ng Agreement. The postal ballot process was carried out as per the procedure laid down in terms of Sec on 192A of the Companies Act, 1956 read with the Companies (Passing of the Resolu on by Postal Ballot) Rules, Mr. B. P. Dhanuka, had carried out the scru ny of all the postal ballot forms received upto the close of working hours on 5th August 2013 and submi ed his Report thereon on 7th August 2013 addressed to the Chairman of the Company. Based on the Scru nizer s Report, Mr. Nillesh Parrekh, Chairman, declared the result of the postal ballot at the corporate office of the Company on 7th August 2013 and subsequently adver sed in the newspaper. Results were in mated to the stock exchanges and were put on the no ce board of the Company as well as on the Company s website. X. DISCLOSURES a) The related party transac ons have been disclosed in the Notes to Accounts forming part of the Statement of Accounts for the financial year ended 31st March 2014 and no transac on is considered to be pecuniary and/or in poten al conflict with the interests of the Company at large. b) The Company has duly complied with the requirements of the regulatory authori es on capital market. No penal es have been imposed on the Company by the Stock Exchanges/SEBI on any ma er related to capital markets during the last three years. c) Management Discussion and Analysis Report, given in a separate annexure forms part of this Annual Report and is annexed herewith. d) The Company affirms that no personnel has been denied access to the Audit Commi ee. e) The company has fully complied with the mandatory requirements of the Lis ng Agreement and the non mandatory requirement rela ng to Remunera on Commi ee have been complied with. XI. MEANS OF COMMUNICATION Financial Results: The results of the Company are furnished to the Stock Exchanges on a periodical basis a er approval of the Board of Directors. The results are normally published in prominent newspapers within 48 hours a er approval by the Board. The Company s website address is and the periodic results were duly posted thereon. Official news releases and no ces etc. are sent to the Stock Exchanges where the equity shares of the Company are listed. XII. GENERAL SHAREHOLDER INFORMATION Annual General Mee ng (Financial Year ): Day, Date & Time : Saturday, 27th September, 2014 at 2.30 p.m. Venue : Bhara ya Bhasha Parishad, 36A, Shakespeare Sarani, Kolkata Financial Calendar (Tenta ve and subject to change): 1. Financial Repor ng for the quarter ended 30th June 2014: second week of August, Financial Repor ng for the quarter ended 30th September, 2014: second week of November, Financial Repor ng for the quarter ended 31st December, 2014: second week of February, Financial Repor ng for the year ended 31st March 2015: last week of May, Book Closure Period: 18th September 2014 to 27th September 2014 (both days inclusive) for Annual General Mee ng.