Dear Members,
 
 The Directors take great pleasure in presenting the 22nd report on the
 business and operations of your Company along with, the Annual Report
 and Audited Financial Statements for the Financial Year 2010-11.
 
 FINANCIAL HIGHLIGHTS
 
 Your Company earned a Profit Before Tax (PBT) of Rs. 345 millions, a
 growth of 32.69% as compared to PBT of Rs. 260 millions in the previous
 year.
 
 Highlights of the financial performance are as follows:
 
                                                    (Rs. in millions)
 
                                              2010-11     2009-10 
 
 Sales                                          6,051       4,753
 
 Gross Profit                                     614         477
 
 PBID                                             496         382
 
 ''Less: Interest                                  101          81
 
 Less: Depreciation                                50          41
 
 „PBT                                             345         260
 
 Provision for Tax                                 15          26
 
 PAT                                              330         234
 
 Add: Balance brought forward
 
 from PY                                        1,323       1,151
 
 Profit available for appropriation             1,653       1,385
 
 Appropriations:
 
 Transfer to Reserve Fund
 
 General Reserve                                   25          18
 
 Dividend on Equity Shares                         38          38
 
 Corporate Dividend Tax                             6           6
 
 Balance carried forward                        1,583       1,323
 
 A detailed analysis of the financials is given in the Management''s
 Discussion and Analysis report that forms part of this Annual Report.
 
 DIVIDEND
 
 The Directors recommend a dividend of 20% i.e. Rs. II- per share, subject
 to approval of the shareholders at the ensuing 22nd Annual General
 Meeting. The total outgo on account of dividend and tax thereon amounts
 to Rs. 44,643,982/-.
 
 The dividend, if declared at the meeting, shall be paid within the
 stipulated period, to those members of the Company whose names appear
 on the Register, of Members of the Company as on September 7, 2011. In
 respect of shares held in Electronic form, the dividend will be paid to
 the beneficial owners as per details furnished by the Depositories for
 this purpose at the close of business hours on August 30, 2011.
 
 CONVERTIBLE SHARE WARRANTS
 
 During the financial year under review, your Company has issued
 2,000,000 Convertible Share Warrants to the Promoters /promoter group
 and strategic investors, on preferential basis after receipt of 25% of
 the total consideration @ of Rs. 76.00/- per warrant i.e. Rs. 19/- per
 warrant. The said issue of Convertible Share Warrants was made in
 accordance with the SEBI (ICDR) Regulations, 2009, after obtaining the
 approval of members of the Company vide Postal Ballot Resolution.dated
 March 7, 2011.
 
 SUBSIDIARIES
 
 During the financial year under review, your Company has acquired 100%
 equity of M/s. N. Kumar Diamond Exports Ltd., a company engaged in the
 business of import and export of cut and polished diamond along with
 its wholly owned subsidiary House Full International Ltd., the fastest
 growing Home retailers in India. As a result of this acquisition, both
 N. Kumar Diamond Exports Ltd. and House Full International Limited have
 become the wholly owned direct subsidiary and indirect subsidiary
 respectively of the Company.
 
 Hence as on March 31, 2011, your Company had following direct and
 indirect subsidiary companies:
 
 DIRECT SUBSIDIARY COMPANIES
 
 1.  Renaissance Jewelry New York Inc., USA
 
 2.  Verigold Jewellery (UK) Ltd., London
 
 3.  N. Kumar Diamond Exports Limited
 
 INDIRECT (STEP-DOWN) SUBSIDIARY COMPANIES
 
 1.  Renaissance Adrienne LLC, California (Subsidiary of Renaissance
 Jewelry N.Y Inc.)
 
 2.  House Full International Ltd.  (Subsidiary of N.  Kumar Diamond
 Exports Limited)
 
 3.  House Full Supply Chain Management Limited (Subsidiary of House
 Full International Ltd.)
 
 4.  Renaissance Realtors Private Limited (Subsidiary of N. Kumar
 Diamond Exports Limited)
 
 INCORPORATION OF A WHOLLY OWNED SUBSIDIARY IN BANGLADESH
 
 The Company''s maiden manufacturing project in Bangladesh was
 conceptualized during the financial year under review.  A wholly owned
 Subsidiary viz., Renaissance Jewellery Bangladesh Pvt. Ltd. was
 incorporated on April 13, 2011 to set up the said project.
 
 FINANCIAL STATEMENTS / REPORTS OF THE SUBSIDIARIES
 
 The Ministry of Corporate Affairs, Government of India, vide General
 Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011
 respectively has granted a general exemption from compliance with
 Section 212 of the Companies Act, 1956, subject to fulfillment of
 conditions stipulated in the said circulars. The Company has complied
 with the conditions stipulated in these circulars and hence is entitled
 to the exemption from attaching the Directors'' Report, Balance Sheet
 and Profit and Loss Account of its subsidiaries to the Annual Report
 2010-11 of the Company.
 
 Accordingly, the financial statements of the subsidiaries of the
 Company are not attached to the Annual Report of the Company. The
 Company undertakes that the financial statements of the subsidiary
 companies for the year ended March 31, 2011 will be made available to
 the members on request at the Registered Office/Corporate Office of the
 Company and same will be kept open for inspection by any member during
 the office hours of the Company.
 
 Necessary information relating to the subsidiaries has been included in
 the Consolidated Financial Statements attached with the Annual Report
 2010-11 of the Company.
 
 THE EMPLOYEE STOCK PURCHASE SCHEME
 
 The Company has, in accordance with RJL Employees'' Stock Purchase
 Scheme - 2008 (ESPS Scheme) as approved by the members at the 19th
 Annual General Meeting, the ESPS Compensation committee at its meeting
 held on January 20, 2011, considered the onward offering of ESPS shares
 to the recommended employees under the Tranch It.
 
 In the Tranch I, the Company had offered 617,500 shares to total 9
 employees. 155,000 shares were transferred back to the RJL Employee
 Welfare Trust due to non-acceptance/ disqualification of 3 employees.
 
 The Committee after considering the eligibility criteria under the
 Scheme offered 257,490 shares under ESPS Tranch II to 72 employees at
 the rate of Rs. 10/- per share with premium of Rs. 55/- per share.
 
 The details of the employees to whom the ESPS were offered are attached
 to this report as Annexure I.
 
 The Company has not issued shares equal to or exceeding 1% of the
 issued capital to any of the identified employee during the financial
 year under consideration.
 
 The Company has opted for trust route for offering ESPS and 720,000
 shares were issued to the Trust in FY 2008-09 for onward offering to
 the recommended employees. Hence, basic and Diluted Earning Per Share
 (EPS) is Rs. 17.30.
 
 AWARDS/RECOGNITION
 
 Your Company has consistently received wide recognition for Quality,
 Designs, leadership and achievements. Following are some of the
 awards/recognition received by the Company in - the past:
 
 > SEEPZ-SEZ Star 2000-2001 Award
 
 > Wal-Mart''s ''International Supplier of the Year'' Award
 
 > GJEPC Award for being the largest exporter of studded precious metal
 Jewellery in 2008
 
 > Emerging India Awards 2009
 
 
 
 CORPORATE GOVERNANCE
 
 The Company has taken appropriate steps and measures to comply with all
 the applicable provisions of Clause 49 and Section 292A of the
 Companies Act, 1956. A separate report on Corporate Governance, along
 with a certificate of Statutory Auditors of the Company, is annexed
 herewith. A certificate from the Managing Director and CFO of the
 Company confirming internal controls and checks pertaining to financial
 statements for the year ended March 31, 2011 was placed before the
 Board of Directors and the Board has noted the same. A list of the
 committees of the Board and names of their members and the scope of
 each of these committees and other related information is detailed in
 the enclosed Corporate Governance Report.
 
 CASH FLOW STATEMENT
 
 In conformity with the provisions of Clause 32 of the listing agreement
 with Stock Exchanges, the cash flow statement for the year ended March
 31, 2011 is annexed hereto.
 
 CONSOLIDATED ACCOUNTS
 
 In accordance with the requirements of Accounting Standards AS-21
 prescribed by the Institute of Chartered Accountants of India, the
 Consolidated Accounts of the Company and its subsidiary is annexed to
 this Report.
 
 LISTING
 
 At present 19,079,440 Equity Shares of the Company are listed on the
 BSE and NSE. The Company has paid the applicable listing fees to these
 Stock Exchanges for the financial year 2011-12. The Company''s shares
 are tradable compulsorily in electronic form and the Company has
 established connectivity with both the depositories, i.e. Central
 Depository Services (India) Ltd. & National Securities Depository Ltd.
 In view of the numerous advantages offered by the depository system,
 members are requested to avail of the facility of dematerialization of
 the Company''s shares on either of the Depositories as aforesaid.
 
 HUMAN RESOURCES
 
 Employees are the key assets of the Company and the Company has created
 a healthy and productive work environment which encourages excellence.
 Your Company has put in place a scalable requirement and human resource
 management process, which enables it to attract and retain employees of
 the high caliber. The Company continuously invests in training staff in
 the latest technology.
 
 DIRECTORS
 
 Mr. Niranjan A. Shah and Mr. Anil K. Chopra retire by rotation at the
 ensuing Annual General Meeting, and being eligible, offer themselves
 for re-appointment. The Board recommends their re-appointment.
 
 Brief resume of the Directors proposed to be appointed/ re-appointed,
 nature of their expertise in specific functional areas and names of
 companies in which they hold Directorships and Membership/Chairmanship
 of Board Committees, as stipulated under the Listing Agreement with the
 Stock Exchanges are provided in the Notice forming part of this Annual
 Report.
 
 AUDITORS
 
 M/s. J. K. Shah & Co., Chartered Accountants, the statutory auditors of
 the Company have expressed their unwillingness for re-appointment at
 the ensuing Annual General Meeting.  The Audit Committee members and
 the Board of Directors have recommended the appointment of M/s. S. R.
 Batliboi & Associates, Chartered Accountants as the Statutory Auditors
 of the Company to hold office from the conclusion of the ensuing Annual
 General Meeting till the conclusion of the next Annual General Meeting
 and to fix their remuneration.  The Company has received a letter from
 M/s. S. R. Batliboi & Associates, Chartered Accountants under the
 provisions of Section 224(1 B) of the Companies Act, 1956 expressing
 their willingness for appointment as Statutory Auditors, if made by the
 members will be within the statutory limits prescribed.
 
 INTERNAL AUDITORS
 
 During the year under review, the Company has engaged the services of
 M/s. Jayesh Dadia & Associates, Chartered Accountants, as Internal
 Auditors to carry out internal audit on regular basis. The reports of
 the internal audit were presented for review before the Audit
 Committee. The Audit Committee also scrutinizes all the programmes and
 adequacy of the internal audits.
 
 FIXED DEPOSITS
 
 During the financial year 2010-11, the Company has not accepted any
 fixed deposit within the meaning of Section 58A of the Companies Act,
 1956, and as such, no amount of principal or interest was outstanding
 as of the date of the Balance Sheet.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The particulars as prescribed under sub-section (1)(e) of Section 217
 of the Companies Act, 1956 read with Companies (Disclosure of
 particulars in the Report of Board of Directors) Rules, 1988, the
 relevant data pertaining to conservation of energy, technology
 absorption and foreign exchange earnings and outgo are furnished
 hereunder:
 
 (a) Conservation of energy
 
 The operations of the Company are not energy-intensive.  The Company,
 however, takes measures to reduce and optimize energy consumption by
 using energy efficient computers, CFL bulbs and ballast-based lighting.
 Further, offices have been designed to maximize the use of ambient
 lighting while conserving the air conditioning. The expense on power in
 relation to income is nominal and under control.
 
 (b) Technology absorption
 
 Research & Development (R & D): Since businesses and technologies are
 changing constantly, investment in research and development activities
 is of paramount importance. Your Company lays a great emphasis on
 knowledge management and has an institutionalized process for
 absorption of new technologies. Your Company continued its focus on
 quality up-gradation product enhancements.
 
 Benefits derived as a result of the above R & D for better productivity
 and cost reduction:
 
 (a) Enhanced productivity and reduction in production lead time.
 
 (b) Total traceability of each piece during entire manufacturing
 process through customized software.
 
 (c) Reduction in re-work and rejection in the manufacturing process.
 
 (d) Enhancement of product spectrum.
 
 (e) Improvement in quality of existing products.
 
 Future plan of action: Research and Development has been considered as
 a continuous process. Steps have been taken for further development of
 new products of superior quality, up-gradation of existing product
 designs to improve the quality and reduction in rejections.
 
 Expenditure on R & D: As per the established Accounting Policy
 Expenditure incurred on Research & Development remains merged with the
 respective heads.
 
 Technology Absorption, Adaption & Innovation:
 
 The Company continuously monitors and keep track of technological
 up-gradation taking place in other countries in the field of Jewellery
 manufacturing and the same are reviewed and considered for
 implementation.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217 of the Companies Act, the Directors
 hereby confirm that:
 
 i. In preparation of the annual accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures;
 
 ii. 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 at the end of the financial year and of the profit of
 the Company for that period;
 
 iii. The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities;
 
 iv. The Directors have prepared the annual accounts on a ''going
 concern'' basis
 
 EMPLOYEE PARTICULARS
 
 The Company does not have any employee whose particulars are required
 to be disclosed pursuant to Section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Amendment Rules,
 2011, and under Section 217 (1)(e) of the said Act, read with the
 Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules, 1988.
 
 CAUTIONARY STATEMENT
 
 Statements in this Directors Report and Management Discussion &
 Analysis describing the Company''s objectives, projections, estimates,
 expectations or predictions may be forward-looking statements within
 the meaning of applicable Securities laws and regulations. Actual
 results could differ materially from those expressed or implied due to
 risk of uncertainties associated with our expectations with respect to,
 but not limited to, changes in Government regulations, tax regimes,
 economic developments within India and the countries in which the
 Company conducts business, technological changes, exposure to market
 risks, general economic and political conditions in India and which
 have an impact on our business activities or investments, the monetary
 and fiscal policies of India, inflation, deflation, unanticipated
 turbulence in interest rates, foreign exchange rates, the performance
 of the financial markets in India and globally and raw material
 availability and prices, demand & pricing in the- Company''s principal
 markets, and other incidental factors.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to thank the Company''s customers,
 members, vendors and bankers for their continued support during the
 year. Your Directors also wish to thank the Government of India and its
 various agencies, the Santacruz Electronics Export Processing Zone, the
 Customs and Excise department, the Reserve Bank of India, the State
 Governments of Maharashtra, and other local Government Bodies for their
 support, and look forward. To their continued support in the future.
 
 Your Directors also place on record their appreciation for the
 excellent contribution made by all employees of the Company through
 their commitment, competence, co-operation and diligence to duty in
 achieving consistent growth for the Company.
 
 For and on behalf of the Board,
 
 Submit Shah                           Hitesh Shah
 
 Managing Director                    Executive Director
 
 Mumbai, May 30, 2011