The Directors are pleased to present the Annual Report together with
 Audited Financial Accounts of your Company for the Financial Year ended
 March 31, 2012.
 
 FINANCIAL RESULTS                Year ended            Year ended
                                  31st March, 2012      31st March, 2011
                                  (Rs. In 000)          (Rs. In 000)
 
 Profit before Tax                 6657554.09             2956142.27
 
 Provision for tax                 2700560.00              896908.00
 
 Profit after Tax                  3956994.09             2059234.27
 
 
 OPERATIONS
 
 During the FY 2011-12, the Company reported gross revenue from
 operations of Rs. 182310.45 Lacs as against Rs. 227710.34 Lacs during
 the Fy 2010-11 and record the net profit Rs. 39569.94 for the FY
 2011-12 as against the net profit of Rs. 20592.34 Lacs
 
 DIVIDEND
 
 To conserve resources for the long term needs of the Company, your
 Directors do not recommend payment of any dividend for the year.
 
 DIRECTORS
 
 Ms. Shikha Kapasi and Mr. Hitesh Dave, retire at the ensuing Annual
 General Meeting of the Company and being eligible, offer themselves for
 reappointment.
 
 None of Directors are disqualified from being re-appointed as Directors
 of the Company as per the disclosure received from them pursuant to
 Section 274(1)(g) of the Companies Act, 1956.
 
 Your Board recommends the reappointment of the above Directors at the
 ensuing Annual General Meeting.
 
 During the year 2011-12, Mr. Narendra P. Ganatra resigned from the
 board w.e.f. 19.01.2012 and Mr.  Mahesh Bhanushali & Mr. Pravinchandra
 Haria ceased to be associated with the board w.e.f. 25.07.2012 due to
 their resignation. Your Directors place on record their appreciation
 for the contribution and guidance rendered to the Company during their
 tenure and wish them all the luck for their future endeavours.
 
 AUDITORS
 
 M/s Shah Jadavji & Co. Statutory Auditors of the Company retire at the
 conclusion of the ensuing Annual General Meeting of the Company. The
 Company has obtained a certificate from them stating that their
 appointment, if considered and approved, will be within the limits of
 Section 224(1B) of the Companies Act, 1956. The Company has also
 obtained a certificate from them stating that they have subjected
 themselves to the Peer Review Process of Institute of Chartered
 Accountants of India (ICAI). Being eligible, they offer themselves for
 re-appointment as Statutory Auditors for the FY 2012-13.
 
 AUDIT COMMITTEE
 
 Your Directors have, in compliance with the provisions of Section 292A
 of the Companies Act, 1956 and Clause 49 of the Listing Agreement,
 constituted the Audit Committee of the Board.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, the Board of Directors of your Company hereby confirms:
 
 1) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departure, if any;
 
 2) that the Directors have selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company as at the end of the financial year and of
 the Profit and Loss of the Company for the period;
 
 3) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 4) that the Directors have prepared the annual accounts on a going
 concern basis.
 
 MANAGEMENT DISCUSSION & ANALYSIS
 
 A separate report on Management Discussion & Analysis is appended to
 this Annual Report and forms part of this Directors'' Report.
 
 CORPORATE GOVERNANCE
 
 In compliance with Clause 49 of the Listing Agreement, a detailed
 Report on Corporate Governance is enclosed as a part of this Annual
 Report. A certificate from a Statutory Auditors regarding compliance of
 the conditions of Corporate Governance as stipulated under Clause 49 of
 the Listing Agreement, is appended to this Annual Report and forms part
 of this Directors'' Report.
 
 DEPOSITS
 
 The Company has neither invited nor accepted any Fixed Deposits, within
 the meaning of Section 58-A of the Companies Act, 1956 read with
 Companies (Acceptance of Deposits) Rules, 1975 made there under.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Information as required under Section 217 (1) (e) of the Companies Act,
 1956 read with the Companies (Disclosure of particulars in the Report
 of Board of Directors) Rules, 1988, forms to extent applicable are
 given below:
 
 Details of Conservation of Energy:
 
 The operations of your company do not consume high level of energy.
 However, adequate measures have been taken to conserve energy by using
 efficient computers and peripherals.
 
 
 Foreign Exchange Earnings     : Nil
 
 Foreign Exchange Outgo        : Nil
 
 Technology Absorption
 Research and Development      : Nil
 
 Technology absorption, 
 Adaptation & Innovation       : Nil
 
 PARTICULARS OF EMPLOYEES:
 
 As there are no employees employed by the company falling within
 Section 217(2A) of the Companies Act, 1956 read with the Companies
 (Particulars of Employees) Rules, 1975 hence relevant disclosures are
 not required.
 
 ACKNOWLEDGEMENT
 
 The Board acknowledges the support extended by employees, shareholders,
 bankers and clients and look forward for their continued support.
 
                                         For and on Behalf of the Board 
                                           Gemstone Investments Limited
 
                                                S/d-           S/d-
 
                                                Director       Director
 
 Date: September 04, 2012
 
 Place: Mumbai