To The Members of SHIRPUR GOLD REFINERY LIMITED
 
 The Directors take pleasure in presenting the 27th Annual Report of
 the Company together with Audited Statement of Accounts for the year
 ended March 31, 2012.
 
 FINANCIAL PERFORMANCE
 
                                                (Rs.in Millions)
 
 Particulars                            For the year ended
 
                             31st March, 2012    31st March, 2011
 
 Revenue from Operations           25546.97            1980.00
 
 Other Revenue                        43.58              17.36
 
 Total Revenue                     25590.55            1997.36
 
 Total Expenses                    25444.89            2043.30
 
 Operating Profit/ (Loss)            145.66             (45.94)
 
 Finance Cost                        140.11              23.91
 
 Depreciation                        162.84             163.48
 
 Amortisation Expenses                 1.27               1.27
 
 Profit/ (Loss) before Tax          (158.56)           (234.60)
 
 Deferred Tax Assets                  16.99              13.02
 
 Profit / (Loss) after Tax          (141.57)           (221.58)
 
 Balance Brought Forward 
 from Previous Year                 (323.01)           (101.43)
 
 Balance Carried To Balance 
 Sheet                              (464.58)           (323.01)
 
 DIVIDEND
 
 In view of the losses during the year, your Directors have not
 recommended any dividend on Equity Shares for the year under review.
 
 TURNOVER & PROFITS
 
 The Directors inform you that during the financial year ended 31st
 March 2012, the sales increased from Rs. 1980 Millions to Rs.25546.97
 Millions showing a substantial increase of 1190.25% over previous year.
 Your Company has seen the turnaround during this year and has
 registered operating profit of Rs.145.66 Millions as against operating
 loss of Rs.45.94 Millions in the previous year. The Loss before tax stood
 at Rs. 158.56 Millions as against Rs. 234.60 Millions in the previous year
 which shows a reduction in loss by 32.41%.
 
 BUSINESS OVERVIEW
 
 Your company''s products viz., Gold Bars are well established in the
 market. The Company has introduced new product Gold Jewellery which
 is also well accepted in domestic as well as international markets. The
 products of your Company meet the stringent quality standards of
 purity, weighment, shape, size and aesthetic look.  The efficient
 performance of the Company has resulted in a turnover of Rs.25546.97
 Millions in FY 2012. Despite fuctuating and rising prices, the demand
 for gold continues to rise since it is considered as the best
 investment and has customs and traditional values in Indian society.
 Considering the Gold consumption, your company has planned to spread
 its marketing network throughout India. During the last quarter of the
 financial year under review, your company has successfully started
 exports. As per the customs notification, the Company is also permitted
 to import gold dore directly from the mines which would result in cost
 saving.
 
 PUBLIC DEPOSITS
 
 During the year under review, your Company has not accepted or renewed
 any deposits within the meaning of Section 58A of the Companies Act,
 1956 and rules made there under.
 
 CORPORATE GOVERNANCE
 
 Your Company is committed to maintain the highest standards of
 Corporate Governance. Your Directors adhere to the stipulations set out
 in the Listing Agreement(s) with the Stock Exchanges. Report on
 Corporate Governance as stipulated under the Listing Agreement(s) with
 Stock Exchanges as also a Management Discussion and Analysis Report
 forms part of the Annual Report.
 
 Certificate from the Statutory Auditors of the Company, M/s. B. S.
 Sharma & Co., Chartered Accountants, Mumbai, confirming compliance with
 the provisions of Corporate Governance as stipulated in Clause 49, is
 annexed to the said Corporate Governance Report.
 
 DIRECTORS
 
 Mr. Amit Goenka, Mr. Anish Goel and Mr. V. K. Agarawal continue to
 remain Directors of the Company. As per the provisions of the Companies
 Act, 1956 read with Article 89 of the Articles of Association, Mr. V.
 K. Agarawal retires by rotation and being eligible, offers himself for
 re-appointment at the ensuing Annual General Meeting.
 
 During the year under review, Mr. Sriprakash Goenka, resigned as
 Non-Executive Independent Director of your Company with effect from 9th
 May, 2012. Your Board places on record its deep appreciation for the
 contributions made by Mr. Sriprakash Goenka during his tenure as the
 Director of the Company.
 
 Mr. Hemendra N. Shah was appointed as Non-Executive Independent
 Director with effect from 9th May, 2012.  However, the office of
 Directorship of Mr. Hemendra N. Shah was vacated due to his untimely
 death on 12th May, 2012.
 
 Mr. Manoj Agarwal was appointed as an Additional Director, with effect
 from 28th June 2012. Pursuant to the provisions of Section 260 of the
 Companies Act, 1956, Mr. Manoj Agarwal hold office up to conclusion of
 the ensuing Annual General Meeting of the Company. The Company has
 received appropriate notices under Section 257 of the Companies Act,
 1956 along with requisite deposits, proposing the candidature of Mr.
 Manoj Agarwal for the office of Director.
 
 Brief Profle of the Director proposed to be appointed/re-appointed has
 been included in the Report on the Corporate Governance forming part of
 the Annual Report.
 
 AUDITORS & AUDITORS'' REPORT
 
 Statutory Auditors, M/s. B. S. Sharma & Co., Chartered Accountants,
 having Firm Registration No. 128249W, hold office until the conclusion
 of the ensuing Annual General Meeting and are eligible, for
 re-appointment.
 
 The Company has received communication from the Statutory Auditors
 confirming that their appointment if made would be within limits
 prescribed under Section 224(1)(b) of the Companies Act, 1956 and they
 are not disqualified for re-appointment within the meaning of Section
 226 of the said Act.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 I.  Energy Conservation and Technology Absorption :
 
 Details of energy conservation, technology absorption by the Company
 along with the information in accordance with the provisions of Section
 217(1)(e) of the Companies Act, 1956 has been given in Annexure - A.
 
 II.  Foreign Exchange Earning and Outgo :
 
 Particulars of Foreign exchange earnings and outgo during the year
 under review are given in Note No.35 & 36 to the Notes to the Accounts
 forming part of Annual Accounts.
 
 PARTICULARS OF EMPLOYEES
 
 There is no employee drawing the salary in excess of the limits
 prescribed under Section 217(2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules, 1975 and hence, the
 information in this regard is NIL.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the requirement of Section 217(2AA) of the Companies Act,
 1956, and based on representations received from the operating
 management, the Directors hereby confirm that :-
 
 (i) in the preparation of the Annual Accounts for the year ended March
 31, 2012, the applicable Accounting Standards have been followed and
 there are no material departures;
 
 (ii) they have selected such accounting policies in consultation with
 the Statutory Auditors 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 loss of the Company for the financial year;
 
 (iii) they 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) they have prepared the Annual Accounts on a going concern basis.
 
 ACKNOWLEDGEMENTS
 
 Your Board takes this opportunity to place on record their appreciation
 for the dedication and commitment of employees shown at all levels
 which have contributed to the success of your Company. Your Directors
 also express their gratitude for the valuable support and co-operation
 extended by various Government Authorities, Bankers, Financial
 Institutions and various stake holders.
 
                              For and on behalf of the Board
 
 Place : Mumbai                        Amit Goenka
 
 Date : 28th June 2012                  Chairman