The members of
 
 Gitanjali Gems Limited
 
 The Directors are pleased to present the 25th Annual Report on the
 business and operations of the Company for the year ended 31st March,
 2011.
 
 FINANCIAL RESULTS
 
                                              (Rs. in millions)
 
                                   Standalone           Consolidated
 
                               2010-11    2009-10    2010-11    2009-10
 
 Sales & Other Income         51,232.7  33,552.52  94,723.96  65,302.17
 
 Expenditure                 47,906.04  31,008.41  88,420.94  60,885.06
 
 Interest                     1,003.44   1,011.14   2,087.20   1,724.31
 
 Depreciation                    33.56      39.41     563.72     445.41
 
 Exceptional Items                   -          -     180.67          -
 
 Profit Before Taxes          2,289.65   1,493.56   3,832.77   2,247.39
 
 Provision for Income Tax        45.00      69.50     404.13     244.20
 
 Earlier Years (Excess)/ 
 Short Provision                     -       2.20          -          -
 
 Provision for Deferred Tax      (1.38)      0.95    (137.01)    (12.30)
 
 Provision for Fringe 
 Benefit Tax                         -          -          -      (0.00)
 
 Net Profit for the Year      2,246.03   1,420.91   3,565.65   2,015.49
 
 Profit brought forward 
 from earlier Years           6,450.46   5,604.65   7,601.60   6,197.38
 
 Amount available for 
 Appropriation                8,696.49   7,025.56  11,166.53   8,176.71
 
 Appropriations:
 
 Proposed Dividend 
 (including Dividend Tax)       295.91     197.18     295.91     197.18
 
 Transfer to General Reserve    230.00     120.00     230.00     120.00
 
 Capital Redemption Reserve          -       7.93       3.33       7.93
 
 Debenture Redemption Reserve   250.00     250.00     250.00     250.00
 
 Balance Carried to 
 Balance Sheet                7,920.57   6,450.45  10,387.29   7,601.60
 
 TURNOVERS & PROFITS
 
 The Directors wish to inform you that during the financial year ended
 31st March, 2011 the sales and other income increased from Rs. 33552.52
 millions to Rs. 51232.7 millions. The net profit before tax stood at Rs.
 2289.65 millions as against Rs. 1493.56 millions in the previous year.
 The net profit after tax stood at Rs. 2246.03 millions as against Rs.
 1420.91 millions in the previous year.
 
 BUSINESS REVIEW
 
 1.  DIAMOND AND JEWELLERY MANUFACTURING SEGMENT
 
 The Company engages in an end-to-end diamond processing chain which
 begins with Marking, Cleaving, Sawing, Cutting and finally, Polishing.
 It procures rough diamonds from various major reputed diamond suppliers
 across the globe. Tese rough diamonds are processed and polished in the
 modern diamond processing units.
 
 The Company is making conscientious efforts in addressing the large
 market opportunities that exist in the Diamond Segment both in India
 and abroad. Exports of Gems and Jewellery are also on the upswing.
 Large opportunities exist in exports by converting diamond into
 Jewellery before exports.
 
 The Company also has state of art manufacturing facilities of Jewellery
 catering to its domestic as well as International distribution.
 
 2.  BRANDED JEWELLERY SEGMENT
 
 Branded Jewellery Segment is India Focused Segment of the group, which
 caters to over 3600 points of sales across the country. Gitanjali owns
 8 out of top 10 brands in the country. Asmi, Gili, Nakashtra, and
 D''Damas have become most dominating brand today in the jewellery
 segment in India. All these brands are housed in separate legal
 entities with their manufacturing strength offers India''s largest
 jewellery distribution and retail model under this segment.
 
 Multi-brands retail outlets are also under this segment to develop
 company owned and franchise formats for the group. This segment holds
 Gitanjali''s lifestyle business of accessories and watches.
 
 Gitanjali has been the pioneer in the branded jewellery segment and is
 amongst the first few companies to launch its own outlets to sell
 branded jewellery in India. The Group''s Gili brand of jewellery,
 introduced in 1994, was among the first branded jewellery introduced in
 India. The Group''s brands and sub-brands are aimed at different customer
 profiles, various markets and price segments and enjoy significant
 brand equity and market share.
 
 Gitanjali''s brand portfolio includes leading jewellery brands like
 GILI, Nakshatra, Asmi, Sangini, D''damas etc. The other important brands
 under various sections including jewellery, fashion accessories,
 
 watches and silver ware are Collection G, Gold Expressions, Vivaaha,
 Glitterati, Maya Gold, Diya, Stefen Hafner, Shuddhi, Lucera, Hoop,
 Bella, Revv, Rivaaz, Giantti, World of Solitaire, Me Solitaire, World
 of Silver, Bezel, Morellato etc.
 
 3.  INTERNATIONAL DISTRIBUTION AND RETAIL SEGMENT.
 
 Gitanjali forayed into the US market by acquiring Samuels and Rogers, a
 retail chain in USA. Gitanjali now has 111 stores in USA.
 International segment also caters to retail and distribution in Middle
 East, China and Japan and other jewellery consumption countries.
 
 Recent acquisition of DIT Group''s assets in Italy aims to target
 Italian designs of jewellery for Russian and Saudi Arbian Markets while
 Indian designs have penetrated in Asian Sub-continent.
 
 International segment will compliment company''s vision to become worlds
 largest jewellery player with integrated model.
 
 DIVIDEND
 
 Your Directors recommended a dividend of Rs. 3.00 per equity share for
 the year ended 31st March, 2011 at their meeting held on 27th May,
 2011.  Subsequently on 3rd August, 2011, the Company issued 611795
 Equity Shares of Rs. 10 each upon conversion of FCCBs worth USD 3
 millions.  The said shares ranks pari passu with the existing shares and
 are entitled to get all benefits of existing shares. The payment of
 dividend is subject to the approval of shareholders at the ensuing
 Annual General Meeting.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 230 millions to the general reserve
 out of the total amount of Rs. 8696.49 millions available for
 appropriations as on 31st March, 2011.
 
 AUTHORISED SHARE CAPITAL
 
 During the year under review, the Authorised Share Capital of the
 Company was increased from Rs. 120,00,00,000/- (Rupees One Hundred and
 Twenty crores) divided into 12,00,00,000 (Twelve crores) equity shares
 of Rs. 10 (Rupees Ten Only) each to Rs. 150,00,00,000/- (Rupees One
 Hundred and Fifty crores Only) divided into 15,00,00,000 (Fifteen
 crores) equity shares of Rs. 10 (Rupees Ten only) each. The Authorised
 Share Capital has been increased in order to facilitate raising funds
 through issuance of new securities.
 
 PAID UP SHARE CAPITAL
 
 On 8th January, 2011 the Company issued 601598 Equity shares of Rs. 10
 each upon conversion of FCCBs worth USD 2.95 millions.  Further on 3rd
 August, 2011 Company issued 611795 Equity shares of Rs. 10 each upon
 conversion of FCCBs worth USD 3 millions.
 
 Consequently, paid up capital of the Company increased from Rs.
 84,27,00,000 consisting of 8,42,70,000 Equity shares of Rs. 10 each at
 the begining of the year to Rs. 85,48,33,930 consisting of 8,54,83,393
 Equity shares of Rs. 10 each as on date.
 
 FUND UTILISATION:
 
 1.  FOREIGN CURRENCY CONVERTIBLE BONDS (FCCB)
 
 As on 1st April, 2010 the Company had a balance of USD 2 millions from
 the net proceeds of FCCBs in deposits pending utilisation.  During the
 year, the Company has utilised entire FCCB proceeds and as on 31st
 March, 2011 the Company has NIL balance of FCCBs proceeds.
 
 2.  GLOBAL DEPOSITORY RECEIPTS (GDRS)
 
 The Company had a balance of USD 2.215 millions from its GDR Proceeds as
 on 1st April, 2010. After utilisation of funds towards the objects for
 which it was raised as on 31st March, 2011 the balance net proceeds of
 GDR of USD 0.066 millions was kept as deposits with overseas banks
 pending utilisation.
 
 SUBSIDIARIES
 
 The Company had the following Subsidiaries/ Step down Subsidiaries at
 the beginning of the year:
 
 1.  Mehul Impex Limited
 
 2.  Gitanjali Exports Corporation Limited
 
 3.  Shubalavanyaa Jewel Crafts Private Limited
 
 4.  Gili India Limited
 
 5.  Gitanjali Brands Limited (formerly known as Fantasy Jewellery
 Private Limited )
 
 6.  Brightest Circle Jewellery Limited (formerly known as Brightest
 Circle Jewellery Private Limited)
 
 7.  D''Damas Jewellery (India) Private Limited
 
 8.  Asmi Jewellery India Limited (formerly known as Asmi Jewellery
 India Private Limited)
 
 9.  Gitanjali Lifestyle Limited
 
 10.  CRIA Jewellery Private Limited
 
 11.  Gitanjali Infratech Limited
 
 12.  *Aurangabad SEZ Limited
 
 13.  *Nanded SEZ Limited
 
 14.  *Nagpur Multi-Product Services SEZ Limited
 
 15.  Hyderabad Gems SEZ Limited
 
 16.  Raigad Gems SEZ Limited
 
 17.  Nashik Multi Services SEZ Limited
 
 18.  Gitanjali Jewellery Retail Private Limited
 
 19.  Mohar Jewels Limited
 
 20.  Samuels Jewelers Inc.
 
 21.  Gitanjali USA, Inc.
 
 22.  Gitanjali Ventures DMCC
 
 23.  Gitanjali Retail Ventures Limited
 
 24.  Modali Gems Private Limited
 
 25.  Decent Securities & Finance Private Limited
 
 26.  Eureka Finstock Private Limited
 
 27.  West Bengal SEZ Limited
 
 28.  *Gitanjali Holdings Limited
 
 29.  MMTC Gitanjali Private Limited
 
 30.  Spectrum Jewellery Limited (formerly known as Spectrum Jewellery
 Private Limited)
 
 31.  Gitanjali Capital Private Limited (formerly known as Bezel India
 Private Limited)
 
 STEP DOWN SUBSIDIARIES
 
 1.  Tri-Star Worldwide LLC (Subsidiary of Gitanjali USA, Inc.)
 
 2.  **Lucera Retail Venture Private Limited (Subsidiary of Gitanjali
 Lifestyle Limited)
 
 3.  **Trinity Expositions Private Limited (Subsidiary of Gitanjali
 Lifestyle Limited)
 
 4.  **Hoop Retail Ventures Private Limited (Subsidiary of Gitanjali
 Lifestyle Limited)
 
 5.  Kolkata Axis Mall Limited (Subsidiary of Gitanjali Infratech
 Limited)
 
 6.  Maya Retail Limited (formerly known as Salasar Retail Limited -
 Subsidiary of Gitanjali Lifestyle Limited)
 
 7.  MobileNXT Teleservices Private Limited (Subsidiary of Gitanjali
 Lifestyle Limited)
 
 8.  ***Alliance Jewelleries Private Limited (Subsidiary of Brightest
 Circle Jewellery Limited)
 
 9.  Diamlink Inc. USA (Subsidiary of Gitanjali USA, .Inc)
 
 10.  Diamlink Jewelery Inc. (Subsidiary of Diamlink Inc. USA )
 
 11.  Jewelry Marketing Comp, LLC (Subsidiary of Diamlink Jewelery Inc )
 
 12.  LJOW Holdings, LLC (Subsidiary of Diamlink Jewelery Inc)
 
 The following subsidiaries/step-down subsidiaries were wholly / partly
 acquired or incorporated during the year:
 
 1.  N&J Finstocks Private Limited
 
 2.  Gitanjali Resources
 
 3.  Giantii Italia SRL
 
 4.  ***Pink Jewellery Private Limited (subsidiary of Brightest Circle
 Jewellery Limited)
 
 Notes:
 
 * Aurangabad SEZ Limited, Nanded SEZ Limited and Nagpur Multi-Product
 Services SEZ Limited were struck off under Easy Exit Scheme, 2011.
 Further Gitanjali Holdings Ltd, U.A.E. has been deregistered as there
 were no operations in it.
 
 ** Hoop Retail Ventures Private Limited, Trinity Expositions Private
 Limited and Lucera Retail Venture Private Limited, step down
 subsidiaries were amalgamated with Gitanjali Lifestyle Limited, wholly
 owned subsidiary as per Bombay High Court Order dated May 06, 2011.
 
 *** Pink Jewellery Private Limited and Alliance Jewelleries Private
 Limited, stepdown Subsidiaries were amalgamated with Brightest Circle
 Jewellery Limited, wholly owned Subsidiary as per Bombay High Court
 Order dated April 15, 2011.
 
 A statement containing brief financial details of subsidiaries is
 included in the annual report.
 
 As required under listing Agreements with the Stock Exchanges, a
 consolidated financial statement of the Company and all it''s
 subsidiaries is attached. The consolidated financial statement has been
 prepared in accordance with accounting standard 21, 23 and 27 issued by
 Institute of Chartered Accountants of India and show the financial
 resources, assets, liabilities, income, profits and other details of
 the Company, its subsidiaries and Joint ventures.
 
 PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956
 
 The Ministry of Corporate Affairs, Government of India vide circular no.
 2/2011 dated 8th February, 2011 has granted general exemption from
 attaching the Balance Sheet, Profit and Loss Account and other
 documents of the subsidiary companies with the Balance Sheet of the
 Company as set out in sub-section (1) of Section 212 of the Companies
 Act, 1956. Accordingly, the Board of Directors in their Meeting held on
 27th May, 2011 passed a resolution giving consent for not attaching the
 Balance Sheet, Profit and Loss Account and other documents of the
 subsidiary companies with the Balance Sheet of the Company.  A
 statement containing brief financial details of the Company''s
 subsidiaries for the financial year ended 31st March, 2011 is included
 in the Annual Report.
 
 The Company will make available the Annual Accounts of the subsidiary
 companies and the related detailed information to any member of the
 Company who may be interested in obtaining the same.  The annual
 accounts of the subsidiary companies will also be available for
 inspection at the Corporate Office of the Company. The Company shall
 furnish a copy of details of annual accounts of subsidiaries to any
 member on demand. We believe that the consolidated accounts present a
 full and fair picture of the state of affairs and the financial
 condition and are accepted globally.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 Your Directors have pleasure in attaching the consolidated financial
 statement which is prepared in accordance with applicable accounting
 standards prescribed by Institute of Chartered Accountants of India in
 this regard. The Auditors report does not contain any qualification.
 
 RELATED PARTY TRANSACTIONS:
 
 Related party transactions have been disclosed in the notes to
 accounts.
 
 FIXED DEPOSITS AND LOANS & ADVANCES:
 
 During the year under review, your Company has neither invited nor
 accepted any fixed deposits from the public within the meaning of
 Section 58A of the Companies Act, 1956.
 
 DIRECTORS:
 
 In accordance with the Articles of Association, Mr. Dhanesh Sheth,
 Director retires by rotation and being eligible, offers himself for
 re-appointment. Your Directors recommend his re-appointment for your
 approval.
 
 Brief resume of all the Directors on the Board has been given in the
 Annual Report in Corporate Governance Report section.
 
 GROUP:
 
 Pursuant to intimation from the Promoters, the names of the Promoters
 and entities comprising the ''group'' are disclosed in the Annual Report
 for the purpose of the SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 AUDITORS & AUDITORS REPORT:
 
 M/s. Ford, Rhodes, Parks & Co., Chartered Accountants, the present
 Statutory Auditors retire at the ensuing Annual General Meeting and are
 eligible for re-appointment u/s 224 (1B) of the Companies Act, 1956. Te
 Company proposes to re-appoint M/s. Ford, Rhodes, Parks & Co.,
 Chartered Accountants as Statutory Auditors of the Company from the
 conclusion of the ensuing Annual General Meeting up to the conclusion
 of the next Annual General Meeting of the Company.
 
 The Audit Committee and the Board recommend the appointment of M/s.
 Ford, Rhodes, Parks & Co., Chartered Accountants as Statutory Auditors
 of the Company.
 
 In respect of the observations made by Auditors in their report, your
 Directors wish to state that the respective notes to the Accounts are
 self explanatory and therefore do not call for any further comments.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956 with respect to Directors'' Responsibility Statement, it is
 hereby confirmed:
 
 (i) that in the preparation of the annual accounts, for the financial
 year ended 31st March, 2011, the applicable accounting standards have
 been followed along with proper explanation relating to material
 departures, if any;
 
 (ii) 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 31st March, 2011 and of the profit of
 the Company for the said period;
 
 (iii) 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; and
 
 (iv) that the Directors have prepared the accounts for the financial
 year ended 31st March, 2011 on a ''going concern'' basis.
 
 The above statements have been reviewed by the Audit Committee at its
 meeting held on 27th May, 2011.
 
 SIGNIFICANT DEVELOPMENTS DURING THE YEAR
 
 (a) During the year, the Company has acquired 100% Shares of N&J
 Finstocks Private Limited (N&J), By way of this acquisition, N&J has
 become a wholly owned subsidiary of the Company.
 
 (b) During the year, the Company has acquired 100% stake in ''Giantti
 Italia S.R.L.'', a Company based in Milan, Italy. By virtue of this
 acquisition ''Giantti Italia S.R.L.'' has become a direct subsidiary of
 the Company. The said acquisition will be useful for growth of the
 branded jewellery business overseas and gain the designing and branding
 concepts expertise from Italy.
 
 (c) During the year with a view to rationalise the group structure, the
 Company has acquired entire stake in Pink Jewellery Private Limited
 (PJPL) through Brightest Circle Jewellery Limited, a wholly owned
 subsidiary of the Company.
 
 (d) During the year, the Company has incorporated a wholly owned
 subsidiary (WOS) In the name of Gitanjali Resources in Belgium with a
 view to explore and expand its businesses in Europe.  The main object of
 this WOS is to focus on the business of the Company in European Region
 and conduct core diamond and jewellery business in that continent.
 
 RECENT DEVELOPMENTS
 
 (a) The Company has incorporated a wholly owned subsidiary in the name
 of Leading Italian Jewels SRL (LIJ) in Italy with the view to expand
 its business in Italy and adjoining region. The main activity of LIJ is
 trading in precious stones, diamonds jewellery, pearls etc.
 
 (b) The Company has sold its entire 51% stake in Shubalavanyaa Jewel
 Crafts Private Limited, a Subsidiary of the Company to Gitanjali Brands
 Limited, a wholly owned Subsidiary of the Company.  Consequent to the
 said transfer Shubalavanyaa Jewel Crafts Private Limited has become a
 Subsidiary of Gitanjali Brands Limited.
 
 (c) The Company has acquired assets of DIT Group S.p.A (DIT) Italy
 alongwith the trust constituted as operating vehicle i.e ''BLU S.r.l'' a
 Company governed by Italian law with headquarters in Milan. DIT engages
 in Jewellery manufacturing and sale business.
 
 (d) The Company decided to explore the potential merger of subsidiaries,
 demerger and other forms of restructuring, or acquisition, or spin-off
 with the ultimate object of enhancing and unlocking shareholder value.
 Accordingly, Pink Jewellery Private Limited and Alliance Jewelleries
 Private Limited, stepdown Subsidiaries were amalgamated with Brightest
 Circle Jewellery Limited, wholly owned Subsidiary as per Honorable
 Bombay High Court Order dated April 15,2011. Further, Hoop Retail
 Ventures Private Limited, Trinity Expositions Private Limited and
 Lucera Retail Venture Private Limited, step down subsidiaries were
 amalgamated with Gitanjali Lifestyle Limited, wholly owned subsidiary
 as per Honorable Bombay High Court Order dated May 06, 2011
 
 (e) The Company has incorporated wholly owned subsidiary in the name of
 Aston Luxury Group Ltd. in Hong Kong.
 
 (f) The Company has incorporated GGL Diamond LLC in United States of
 America through its wholly owned subsidiary Gitanjali USA Inc.
 
 DISCLOSURE PURSUANT TO CLAUSE 5A OF LISTING AGREEMENT
 
 Pursuant to insertion of clause 5A in listing Agreement as per SEBI
 notification no. SEBI/CFD/DIL/LA/1/2009/24/04 dated 24th April, 2009
 the details in respect of the shares lying in the Gitanjali Gems
 Limited – Unclaimed Shares Demat Suspense Account till 31st March, 2011
 is as under.
 
 Sl.
 No Description                                  No. of 
                                                 Cases   No. of
                                                         Shares  Remarks
 
 i) Aggregate number of shareholders and the 
    outstanding shares in the                       27    1078
    suspense account lying as on 1st April, 2010.
 
 ii) Number of shareholders who approached the 
     Company for transfer of shares                  1      35
     from suspense account during the year 
     2010-2011
 
 iii) Number of shareholders to whom shares were 
      transferred from suspense                      1      35
      account during the year 2010-2011
 
 iv) Aggregate number of shareholders and the 
     outstanding shares in the                      26    1043
     suspense account lying as on 31st March, 2011
 
 All the corporate benefits in terms of securities, accruing to on these
 unclaimed shares shall be credited to such account. Voting rights on
 these shares shall remain frozen till the rightful owner of such shares
 claims the shares.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 The Management Discussion and Analysis Report of financial condition and
 results of operations of the Company for the year under review as
 required under Clause 49 of the Listing Agreement with the Stock
 Exchanges, is given as a separate statement forming part of this Annual
 Report.
 
 OUTLOOK FOR 2011-12
 
 The Jewellery business will continue its growth path through various
 nitiatives, including launching of new collections, setting up large
 format stores, increasing share of studded jewellery and achieving
 design leadership.
 
 Overall, the year 2011-12 will be a year where the Company would drive
 for strong and profitable growth in all its Indian consumer businesses,
 retain focus on elimination of wasteful costs, and skillfully navigate
 the nternational businesses which will continue to pose challenges due
 to sluggish demand in some of the geographies.
 
 AWARDS AND RECOGNITION
 
 - The Company has been awarded the Outstanding CSR in the Gems &
 Jewellery sector at the first CSR TLC held on 19th February, 2011, from
 the hands of Shri Salman Khurshid, Honorable Union Cabinet Minister for
 Water Resources, and for Minority Affairs. The Company has received this
 prestigious award as recognition for its efforts in the field of
 community health and welfare.
 
 - The Company has been awarded the 5th INDY''s award for Excellence in
 Corporate Social Responsibility Practice. The award recognised the
 Company for systematically planning and carrying out socia activities
 within the organisation. The jury was extremely impressed with the
 involvement of the employees and the array of activities being carried
 out like blood donation camp, eye check up camp, first aid training,
 cleanliness drive etc.
 
 - It was a proud moment for the Company as ''Saksham'' one of the
 projects under the Company''s CSR initiative ''Sambhav'', was acknowledged
 and awarded the prestigious NCPEDP- Shell Helen Keller Award, 2010
 under Category C meant for Companies/ Organisations/Institutions who
 through their policies and practices demonstrate their belief in equal
 rights and gainful employment for people with disabilities. The award,
 was given at a simple ceremony at India International Centre
 Auditorium, Max Mueller Marg on 2nd December, 2010 on the eve of World
 Disability Day. Hon''ble Home Minister and chief guest for the evening,
 Shri P. Chidambaram presented the award to the Company. The Saksham
 initiative of the Company is focused on empowerment of People with
 Disabilities (PWD''s) through a six month training programme and
 creating conditions for their rehabilitation and integration into
 society.  Nearly 250 such people are employed at the Company''s factory
 located at Rajiv Gems Park at Hyderabad and the Company plans to
 significantly increase this number in the coming year.
 
 CORPORATE GOVERNANCE
 
 The Company is committed to maintain the highest standards of Corporate
 Governance and adhere to the Corporate Governance requirements as set
 out by SEBI. The Company has also implemented several best corporate
 governance practices as prevalent globally. The Report on Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement forms
 part of the Annual Report. The requisite Certificate from the Auditors
 of the Company confirming compliance with the conditions of Corporate
 Governance as stipulated under the aforesaid Clause 49, is attached to
 this Report.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 The Company has devoted time, attention and resources to long cherished
 dream that the Company have held - that of giving back to the society
 at large. The Company''s CSR initiative under the name Sambhav has
 brought together the different social programs that the Company has
 been associated with over the years. Tese are programs in the fields of
 education, health, providing employment to PWDs. The Company will be
 integrating all of them and in own different initiatives like Saksham,
 Saakshar, Sujyot and Sneh. The focus will be both on strengthening the
 existing programs as well as developing new ones too. The Company is now
 aiming to take this CSR initiative to new heights and are in the
 process of channelising all the strengths and efforts to form a strong
 CSR team within the Company to encourage and promote a wide range of
 social welfare activities internally or in partnering with other NGOs
 and government bodies. The detailed Corporate Sustainability Report is
 also available on the Company''s website www.gitanjaligroup.com
 
 INDUSTRIAL RELATIONS
 
 Employee relations continued to be cordial during the year. The Company
 continued its thrust on Human Resource Development.  The Board wishes to
 place on record its sincere appreciation to all the employees in the
 Company for their sustained efforts and immense contribution to the
 high level of performance and growth of the business during the year.
 
 PARTICULARS OF EMPLOYEES
 
 The Board of Directors wishes to express its appreciation to all
 employees for their outstanding contribution to the operations of the
 Company during the year.
 
 During the year under review there were no employees drawing
 remuneration covered under the Sub-Section (2A) of Section 217 of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 as amended. Hence no particulars in this regard are
 furnished in the report.
 
 INFORMATION UNDER SECTION 217(1)(e)OF COMPANIES ACT, 1956 READ WITH
 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
 DIRECTORS) RULES 1988:
 
 A.  CONSERVATION OF ENERGY
 
 The Disclosure of particulars with respect to conservation of energy
 pursuant to 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 are not applicable to the Company. However, the
 Company makes its best efforts for conservation of energy
 
 B.  TECHNOLOGY ABSORPTION, ADAPTATIONS & INNOVATION
 
 The Company has not carried out any specific research and development
 activities. The Company uses indigenous technology for its operations.
 Accordingly, the information related to technology absorption,
 adaptation and innovation is reported to be NIL.
 
 C.  FOREIGN EXCHANGE EARNINGS AND OUTGO
 
                                         (Rs. in millions)
 
                                                2011        2010
 
 Foreign Exchange Earnings:
 
 FOB Value                                 30,298.04    19,449.31
 
 Foreign Exchange Outgo:
 
 Value of Imports on CIF basis             17,694.60    14,854.93
 
 Expenditure in Foreign Exchange               47.16        31.72
 
 ACKNOWLEDGEMENT
 
 We thank our customers, vendors, investors and bankers for their
 continued support during the year. We place on record our appreciation
 of the contribution made by the employees at all levels. Our consistent
 growth was made possible by their hard work, solidarity, co-operation,
 and support.
 
 We thank the Governments of various countries where we have operations.
 We also thank the Government of India, Ministry of Commerce & Industry,
 Ministry of Corporate Affairs, Ministry of Finance, Department of
 Economic affairs, Customs & Excise Departments, Income Tax Department,
 Reserve Bank of India, Stock Exchanges, NSDL, CDSL, various bankers,
 State Governments and other Government Agencies for their support, and
 look forward to their continued support in the future.
 
                                    On behalf of the Board of Directors
 
                                                        Mehul C. Choksi
 
 Place: Mumbai                             Chairman & Managing Director
 
 Date: 12th August, 2011